No. 2373 approving and accepting a counter offer for acquisition of property in the South Side Development Area (Caroline Partners)

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(i) 201 W. Ireland Road -Key No. 23-1025-1358; and (ii) the excess land adjacent, to the west, to Key No. 23-1025-1363 owned by Owner and located at the northeast corner of Lafayette Blvd. and Ireland Road created as a result of the relocation of Lafayette Blvd. (the "Excess Relocation Parcel") to the extent that any such excess property has not been platted into or otherwise become a part of the Owner's adjacent tract by operation of law, at no cost to Owner. And (2) upon and subject to the following terms and conditions: (1) Owner shall convey the 4223 Main Street Property by special warranty deed. (2) With the exception of (i) the asbestos and other environmental testing described in paragraph (a) above and the survey described in paragraph (8) below, each party shall arrange and bear the cost of any title insurance commitment and/or policy, any survey and any other assessment, study, testing or investigation it may request as to any parcel of real property to be conveyed to it under this Agreement. (3) EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS MADE NO WARRANTIES OR REPRESENTATIONS PERTAINING TO THE QUALITY OR CONDITION OF ANY PARCEL OF THE REAL ESTATE TO BE • CONVEYED BY IT TO THE OTHER OR THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT THERETO, AND AGREES TO TAKE TITLE TO EACH SUCH PARCEL IN AN "AS IS" CONDITION, AND EACH PARTY HEREBY DISCLAIMS ANY WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE, OR COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR WITH RESPECT TO THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT TO EACH SUCH PARCEL. (4) The parties agree to reasonably cooperate with each other in furtherance of the South Side Area Development Plan, the Crossover Project and the creation of a fully. integrated and commercially attractive development site comprising the whole of the Development Block south of the Crossover Project and in furtherance thereof, the parties commit to preparing and executing an agreement concerning their respective and mutual interests in the future development of the site for retail and/or other commercial purposes, which agreement shall address, among other things, (i) any rezoning, special use permits or variances necessary or useful towards enhancing the use and marketability of the site, (ii) points and means of access, both vehicular and pedestrian, to and from the site, (iii) street and alley vacations, (iv) relocation of utilities and/or utility easements, (v) new easements or licenses, (vi) environmental issues not addressed or covered through the testing described in paragraph (a) above, (vii) landscaping and buffers, (viii) restrictive covenants and (ix) any other matter or condition concerning the site not inconsistent with • the teens of this Counter-Offer or of the Southside Development Master Plan.