AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING This Amended and Restated Memorandum of Understanding (“Memorandum”), dated October 12, 2006, is by and between the Harrisburg School District Board of Control (“School District”) and The Harrisburg University of Science and Technology (“HUST”), together referred to as the “Parties”. This Amended and Restated Memorandum sets forth the understanding and agreements of the Parties regarding their relationship and mutual cooperation, and the terms and conditions related to the School Distriet’s purchase of the SciTech High Building (“Property” or “Building”), located at 215 Market Street in Harrisburg, Pennsylvania, from HUST. NOW, THEREFORE, it is agreed as follows: 1. Payments. A, The School District has extended financial support to HUST in the form of an advance. The sums provided by the School District to HUST will be credited against the purchase price of the Property. Specifically, the School District has made monetary contributions in the form of advances to HUST in the aggregate amount of Three Million ‘Two Hundred Fifty Thousand Dollars ($3,250,000.00). B. The School District has extended additional financial support to HUST in the form ofa second advance. These additional sums provided by the School District to HUST will also be credited against the purchase price of the Property. Specifically, the School District has made monetary contributions in the form of an advance to HUST in the aggregate amount of Five Million Dollars ($5,000,000.00) from the proceeds of a Seventy-Seven Million Dollar ($77,000,000.00) School District financing transaction (Adjustable Rate School Revenue Bonds, Series of 2003), C. __Inconsideration of the edueational development services provided in Section 2 & Ba herein, HUST agreed to pay to the School District the sum of Two Million Nine Hundred ‘Thousand Dollars ($2,900,000.00) in ten (10) yearly equal installments of Two Hundred Ninety Thousand Dollars ($290,000.00) plus interest commencing at the time of the first payment at a rate of seven and one-quarter percent (7.25%) per annum on the entire _ $2,900,000.00 commencing on November 1, 2016 and concluding on October 31, 2025, ~ "The obligation to make these payments will be forgiven, on the conditions that the s\ ed Property is sold to the School District, and that the Five Million Dollar advance describ in subparagraph 1B. is credited toward the purchase price. oo 2, Educational Development Services. HUST agrees to the following in cooperation with the School District: A. _ HUST will provide fully-funded scholarships to each graduate of SciTech High attending HUST, provided SciTech High graduates agree to remain Harrisburg residentsfor five (5) years after graduation from HUST, to the extent required to enable each student to pay the tuition to attend HUST with such aid to be provided on a last dollar basis after the prospective student has exhausted all other sources of financial aid, including grants, scholarships, and work study programs, but excluding loans, and after the prospective student has provided satisfactory evidence of need in accordance with standards applicable to applications for financial aid generally. Nothing in this provision shall be construed as requiring such student to obtain a loan, or cause a loan to be ‘obtained on his/her behalf, in order to qualify for such scholarship. B. _ HUST shall consult with the School District regarding the appropriateness and credentials of, and HUST and the School District will jointly select, University full and part-time faculty assigned to teach University level courses in which SciTech High students are dually enrolled. C. During the semester(s) in which members of the SciTech High faculty teach University level course(s), HUST shall grant adjunct faculty status at ranks commensurate with credentials and experience, to such individuals, D. HUST shall assign the HUST Vice President or equivalent representative to participate in monthly SciTech High meetings, SciTech High teacher interviews, and SciTech High admissions review board appeals. E. __ Students receiving scholarships under this provision are expected to attain sufficient academic grades such that they will matriculate, as either a full-time or part- time student, in a normal progression toward graduation. Students who fail an academic year and must either repeat most or all of that academic year shall lose their scholarship eligibility under this provision until the student re-establishes passing grades that restore academic progression within five (5) years. F. The parties shall work together to develop and implement a plan for the hiring of minority faculty members at both HUST and SeiTech High. G. The parties shall work together to develop and implement a plan for achieving maximum enrollment of SciTech High graduates at HUST. 3. Management of Building. A. HUST shall manage the Property known as 215 Market Street and have control, power, and authority with respect to decisions conceming the maintenance, repair, and improvement of the Property, provided that HUST exercises control in a manner that is both reasonable and consistent with the understandings and arrangements presently operating, until such time that the School District acquires the Property as set forth by subparagraph 3.B. below.4. B. The School District shall assume full control, power, and authority with respect to all decisions conceming the maintenance, repair, and improvement of the Building immediately upon the closing. C. The School District shall retain all rights to continue its use and occupancy of the Property and Building until the time of closing, (1) Inthe event closing does not occur within a timely manner, the School District shall continue to retain all rights to continue its use and occupancy of the Property and Building until the time of closing, D. _Atthe time of closing, complete control, power, and authority of the Property shall immediately transfer to the School District as the sole owner of the Property. FE, _ Atthe time of closing and thereafter, HUST shall be required to sublease back from the Schoo! District any space it wishes to use at market rate and at the School District's discretion, Assistance, A. The School District shall provide certain assistance to HUST including: (1) Academic support; (2) Fundraising and grant counseling; (3) Other assistance as may be agreed to by the Parties, B. __ HUST agrees to remove any liens or encumbrances on the Property arising from. the Construction Loan Agreement in the original principal amount of up to Nine Million Dollars ($9,000,000.00) ($9 Million Guarantee”), as evidenced by a General Obligation Note (Polytechnic Institute Project, Series of 2003) jointly executed and delivered by HUST, the borrower, and the School District dated April 5, 2004 in the stated principal amount of $9,000,000.00 (“Joint Obligation Note”), on or before the closing on the purchase by the School District of the Property. Governance of the HUST Board of Trustees. ‘A. The Superintendent and the Chair of the Board of Control shall continue to serve as ex officio members of the Board of Trustees of HUST, with all such rights, privileges and responsibilities as elected Trustees, including voting rights and committee status and the responsibility to adhere to HUST's Statement on Board Commitment and Responsibilities. Be9. 10. Representations of the Parties. A, Bach Party represents and warrants to the other as follows: (1) Ithas the power and authority to execute and deliver this Amended and Restated Memorandum and to perform its obligations hereunder; 2) This Amended and Restated Memorandum, when duly executed and delivered, will constitute a legal, valid, and binding obligation of such party, in accordance with the terms herein. Binding Agreement. A. The provisions of this Amended and Restated Memorandum are legally binding and enforceable agreements of the Parties. Governing Law. A. This Amended and Restated Memorandum shall be governed and construed under the laws of the Commonwealth of Pennsylvania, including its statutes of limitations, but, without regard to conflict of laws principles. Entire Agreement. A. This Amended and Restated Memorandum constitutes the entire agreement between the Parties, and supersedes all prior oral or written agreements, understandings, representations, and warranties, and courses of conduct and dealings between the Parties on the subject matter herein. Except as otherwise provided herein, this Amended and Restated Memorandum may be amended or modified only by a writing executed by both Parties. Assignability. A. The rights and obligations of the Parties shall be assignable, in whole or in part, with prior written consent of the other Parties hereto, and shall be binding on the Parties’ successors and assigns.IN WITNESS WHEREOF, the authorized representatives of the Parties have hereunto set their hands on the day and date above written. ATTEST: ‘THE HARRISBURG UNIVERSITY OF SCIENCE AND TECHNOLOGY | wn CO OO vy WABbasti EMC BD DARR : Name: _ Semmes Title: ExteuTwe ve ATTE! HARRISBURG SCHOOL DISTRICT mpi a beng babe aang a Name ULi PANG NOC Eee Name: Cc 06£ TAcKson, Tr rite: Loomibeerstory —tite:_CA RID, BOARD LF ConT An,