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(d) The Commission agrees that it will offer the Project Parcel for disposition pursuant to Section 22 of the Act and provide in the Offering Sheet required by such Section 22 (the "Offering Sheet") that the Project Parcel must be used for a project similar to the Project and must be used in connection with the operation of the Team. (e) Subject to the completion of the disposition process required by Section 22 of the Act set forth in subparagraph(d) above and following completion of the necessary subdivision approvals to establish the Project Parcel as a legally subdivided lot, the Company agrees to acquire the Project Parcel for nominal consideration. (f) Upon completion of the subdivision process to establish the Project Parcel as legally subdivided lot, the Board of Works and the Park Board agree to adopt substantially identical resolutions pursuant to Indiana Code 36-1-11-8 for the purpose of agreeing to the Board of Works, acting for and on behalf of the City, conveying its interest in the Park Parcel, but excluding the Project Parcel,to the Park Board. (g) The Parties agree to enter those written agreements necessary to ensure the use and access to various parcels of real property for parking related to the use and operation of the Stadium by the Company. 4) Access to the Project Parcel for Construction. The Park Board, the Board of Works and the Commission agree that, for the Company to complete the Project so that the Project is available to the Team at the start of its 2015 season, the Company must have access to the Project Parcel on or before October 1, 2014. In order to provide the Company with sufficient access to the Project Parcel, the Board of Works agrees to grant the Developer a license prior to such date (i) over the Project Parcel to permit construction of the Project and (ii) over the Park Parcel to provide access as necessary to the Project Parcel to permit construction on the Project Parcel. The grant of such licenses by the Board of Works to the Company shall be set forth in a license agreement substantially in the form set forth at Exhibit D attached hereto and made a part hereof(or in such other form as mutually agreed). 5) Cooperation. The Board of Works and the Commission agree to assist the Company in its efforts to expedite the Project through all required subdivision, zoning, variance, design, health, safety, construction, and other necessary permits, consents and/or approvals to complete the Project. Each of the Park Board and the Board of Works, as the case may be, agrees to file, as owner of the Project Parcel, such applications for subdivision and variances as may be necessary to effect the property transfers contemplated herein and to provide for the timely completion of the Project. Notwithstanding the foregoing, none of the Park Board, the Commission or the Board of Works shall be required to expend any public funds with respect to any of the foregoing. Each of the Board of Works,the Commission and the Park Board agrees to coordinate all public announcements and press releases relating to the Project with the Company. 6) Parking Easement Upon Project Completion. The Company and the Park Board agree that each will have rights to access property for parking purposes as provided in a Parking Agreement among the Parties, excluding that portion of the Project Parcel occupied by the Project. Each agree, that prior to the completion of the Project, each will enter into a Parking -4- US.54748561.02