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C-? ) - ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of the day of , 2014, by and among the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission"), organized and existing under Indiana Code Section 36-7-14,and the UNIVERSITY OF NOTRE DAME DU LAC, an Indiana corporation having its principal place of business in Notre Dame, Indiana (the "University"). WITNESSETH: WHEREAS, the Commission, the governing body of the South Bend Redevelopment District(the"District") and the City of South Bend, Indiana,Department of Redevelopment,exists and operates under the provisions of Indiana Code Section 36-7-14, as amended from time to time ("Act"); WHEREAS, the Commission desires to foster redevelopment and economic development within the City of South Bend, Indiana; WHEREAS, the University is an institution of higher education which, among other things, engages in various scientific research projects; WHEREAS, the University is proposing (i) to lease upon construction a building and the surrounding real estate (the "Project Site") to be located within Ignition Park (as defined below) and the Airport Economic Development Area of the City (the "Area"), and (ii) to develop, equip and operate at the Project Site a state-of-the-art gas turbine research facility to be known as "Notre Dame Turbomachinery Facility" (collectively, the "Project"); WHEREAS, the Project, as proposed by the University, would include substantial capital expenditures; WHEREAS, the University has requested that the Commission provide financial incentives to assist with the funding of a portion of the costs of development associated with the Project as further detailed herein; WHEREAS,the City of South Bend, Indiana("City"),the Commission and the University have previously entered into a Memorandum of Understanding dated November 29, 2012 ("MOU"), that among other things, governs the allocation of certain revenues ("CTP Revenues") generated from the City of South Bend Certified Technology Park (the "Park"), which includes both the Innovation Park site ("Innovation Park") and the Ignition Park site ("Ignition Park") within the City; WHEREAS,the City,the Commission and the University have agreed to amend the MOU to adjust the allocation of CTP Revenues between Innovation Park and Ignition Park in connection with the construction and development of the Project;