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PROJECT AGREEMENT University of Notre Dame du Lac, the City of South Bend, Indiana, by and through its Board of Public Works, Board of Park Commissioners, and Redevelopment Commission and FREG Stephenson Mill Associates, LLC 1) PURPOSE A. This Project Agreement (this "Agreement") sets forth the terms and conditions by and among the University of Notre Dame du Lac (the "University"), the City of South Bend, Indiana, acting by and through its Board of Public Works, its Board of Park Commissioners, and its Redevelopment Commission ( collectively the "City"), and FREG Stephenson Mill Associates, LLC, a Colorado limited liability company ("FREG Stephenson"), as owner of Stephenson Mill Apaiiments located at 322 E. Colfax, South Bend, Indiana (the "Property"), regarding their mutual interest in facilitating (i) a project for the construction by the University of a hydroelectric power generation facility to be situated adjacent to the dam on the St. Joseph River owned by the City for the purpose of providing renewable electric power for the University (the "University Project"), (ii) the restoration and renovation of Seitz Park by the City (the "City Project"), and (iii) the replatting of the Prope1iy and parcels adjacent to the Prope1iy to accommodate the foregoing ("Replat" or "Replatting" and together with the University Project and the City Project, collectively the "Project"). B. FREG Stephenson's current interests in the real prope1iy depicted on Exhibit A-1, attached hereto, is currently comprised of (i) fee simple interest in Lot 1 of the Opelika Minor Subdivision; (ii) an exclusive and perpetual easement in, and option to purchase p01iions of, the proposed Lot 1 and Lot 2 of Seitz Park Minor Subdivision ("Seitz Pai·k Subdivision"); and (iii) ce1iain easement and easement rights to use p01iions of the neighboring Lots 1-3 of the Cascade Minor Subdivision for parking and access. C. This Agreement will fmiher address facilitation of (i) construction access during the Project, (ii) tenant access and parking at the Prope1iy, on Lot 2 of the Seitz Park Subdivision and the East Drive (as defined below), during and after completion of the Project, (iii) compensation to FREG Stephenson in the event of negative financial impact to the Prope1iy (including leasing and business operations of the Prope1iy) during and immediately following the Project and (iv) Replatting of the Prope1iy resulting in (A) FREG Stephenson releasing its rights to Lot 1 of Seitz Park Subdivision and Lots 1-3 of the Cascade Minor Subdivision comprising approximately 0.58 acres as shown by cross-hatch-marks on Exhibit B attached hereto (the "Released Parcels"), and (B) the City conveying, for no additional consideration from FREG Stephenson, (1) fee simple interest in Lot 2 of the Seitz Park Subdivision free and clear of all liens, prior easements and other encumbrances, with the exception of the utility easements shown on the Seitz Park Subdivision, (2) a shai·ed, perpetual, non-exclusive ingress and egress easement over a portion of Lot 1 of the Seitz Park Subdivision, as described in Exhibit A-2, attached hereto, and (3) fee simple interest to FREG Central High Associates, LLC, a