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construction of the Local Public Improvements, including establishing the timing, sequence and phasing of construction of the Local Public Improvements, (d) recommending and processing change orders, and (e) reviewing all payment requests submitted by contractors and vendors and recommending payments to be made by the Board of Works. The Commission shall be responsible for reallocating the costs amongst the budgeted line items within Exhibit C for provision of the full Funding Amount toward the Local Public Improvements. 6.2 Grant of Option for Future Development. The Commission has obtained a preliminary site plan identifying the potential location for construction of a four deck parking structure on a portion of the Support Parcel (the "Parking Garage ") which could support parking for multiple uses, including The Morris Civic Performing Arts Center, Palais Royale Ballroom, The LaSalle and retail stores, restaurants and office space in South Bend. The Commission agrees to proceed with the construction of a parking garage if and in the event the tax increment finance revenues (the "TIF Revenues ") received with respect to the LaSalle Property and the Support Parcel are sufficient to finance the costs of the Parking Garage. The Commission agrees, subject to Section 6.3 of this Agreement, to grant the Developer (subject to the occurrence of Closing), the one -time right and option ( "Option ") to purchase any portion of the Support Parcel (the "Option Property") for a period of ten (10) years following Closing (the "Option Period ") for the sum of $1.00 to the extent that (i) the Developer provides written notice of its intent to proceed with the construction of a new building (the "New Building ") on a portion of the Support Parcel and (ii) the Commission determines, in its sole but reasonable discretion, that the TIF Revenues being received or expected to be generated by development on the LaSalle Property and /or the Support Parcel are sufficient to support the financing and construction of the Parking Garage. If Developer elects to exercise the Option, then, on or before the end of the Option Period, Developer shall notify Commission by written notice of such exercise ( "Option Notice ") in accordance with Section 10.8 of this Agreement. Upon the receipt of the Option Notice, the Commission shall negotiate in good faith a development agreement to provide for the sale of the Option Property to Developer and the construction of the Parking Garage by Commission. The closing on the Option Property shall occur within ninety (90) days after the Option Notice is delivered to Commission, or such longer period as may be mutually agreed to between the parties ( "Option Closing "). Developer shall be responsible for paying its own costs and expenses related to the Option Property and the Option Closing, including, without limitation, (i) closing costs, and (ii) costs of obtaining title insurance, a survey or any other reports, studies or investigations. 6.3 Right of First Refusal. If, during the Option Period, Commission receives a proposal to construct the New Building from a third party that the Commission determines will generate enough TIF Revenues (when coupled from any new TIF Revenues from the LaSalle Property) to finance the construction of the Parking Garage, Commission shall provide written notice to the Developer, in accordance with Section 10.8 of this Agreement, of the proposal and provide Developer a period of forty -five (45) days to make an alternate proposal for construction of the New Building. In the event the Developer and the Commission do not enter into a development agreement to provide for the construction of the New Building by Developer and the Parking Garage by Commission within ninety (90) days after Commission has notified Developer of the third party's proposal, the Option Period shall terminate and the Commission may proceed to provide for the development of the Support Parcel provided the same includes -11- dms.us.52637413.08