Property Transfer Agreement - 1340 SB Ave. – LaSalle Council, Boy Scouts of America, Inc.

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2 effect; and (c) the Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated January 24, 2022, attached hereto as Exhibit C. 2. Transfer of Property. The City desires to convey the Property to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Property, and any and all improvements located on the Property, subject to the terms and conditions of this Agreement. 3. Use of Property. The Organization agrees to use the Property only for purposes consistent with and permissible under its Articles and Section 501(c)(3) of the Internal Revenue Code and for no other purpose. Further, the Organization shall comply with all requirements of the City, and IDEM/USEPA as appropriate, prior to engaging in any future construction projects on the Property. 4. Parking Lot Use. The Organization agrees to reserve fifteen (15) parking spaces (the “Parking Spaces”) on the Property in perpetuity for the general public’s use of Fredrickson Park. The lots will be chosen by staff of the City. These Parking Spaces must be accessible from public right-of-way. The Organization may use those Parking Spaces for the Organization’s own use during any time during a University of Notre Dame Stadium event is occurring. 5. Hold Harmless. The Organization agrees that, to the extent the Property is impacted by environmental contamination, it will hold the City, its officers, agents and employees, harmless from any costs and liabilities incurred by the Organization for any such contamination and agrees it will not seek any costs or damages from the City for any such contamination. 6. Right of First Refusal. In the event that the Organization should decide to sell, transfer, or otherwise dispose of the Property in the future, the Organization agrees that the City shall have the Right of First Refusal (“ROFR”) to purchase the Property. In such event, the Organization shall first offer said Property to the City at the same price and on such other terms and conditions as Organization will later offer on the open market. The Organization shall notify the City of its decision to sell, transfer, or otherwise dispose of the property and of its price and other terms and conditions of sale by certified mail addressed to the City at: 227 West Jefferson Blvd. South Bend IN 46601 Suite 1400 S. Department of Community Investment The City shall have sixty (60) days from the date of its receipt of the offer to sell to reply to said offer. If the City declines the offer or does not reply within the said 60-day period, the Organization may then offer the property for sale on the open market. 7. Closing. The City will convey title to the Property to the Organization by quit claim deed in substantially the form attached hereto as Exhibit D, on or before February 28, 2023 (the “Closing”). The Board of Public Works (the “Board”) hereby authorizes and instructs Elizabeth Maradik, President of the Board and Theresa Heffner, Clerk of the Board to execute and deliver the deed to the Organization. At the Organization’s option, the City will record the deed at the