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Agreement to give the Company rights to use parking facilities for operation of the Project upon completion and to give the Park Board access for parking purposes any parking spaces which may be located on the Project Parcel. 7) Right of First Refusal. In the event the Company determines to sell or otherwise dispose of the Project to a person who is not or will not be an owner of the Team as a result of such sale or disposition, or following which sale or disposition, the Team will not have priority access to the Project, the Company shall provide written notice to the Commission and the Park Board as required herein of such pending sale or disposition. The Commission or the Park Board shall have a right to purchase the Project at a purchase price equal to not less than the price to be paid by such third party as evidenced by a certification to such price by such third party and the Company or the fair market value of the Project as determined by the average of three appraisers (one (1) to be appointed by the Commission, one (1) to be appointed by the Company and one (1) to be appointed by the other two (2) appraisers). Such right of first refusal shall expire sixty (60) days from the date that each of the Commission and the Park Board is first notified in writing of such pending sale or disposition, during which time, the Company shall take no action to such sale or disposition. Following the expiration of the 60 day period, the Company may proceed with the sale or disposition of the Project. 8) Tax Abatement. Upon request of the Company, and at the earliest opportunity permissible and upon timely receipt of the appropriate documentation, the Commission agrees to recommend approval of and support the designation of the Project Parcel as an Economic Revitalization Area (under Indiana Code 6-1.1-12.1-1 et seq.) for purposes of real property tax abatement for the Project. 9) Authority. Each of the Park Board, the Board of Works, and the Commission represents and warrants that each has taken or will take (subject to the Company's performance of its obligations and agreements hereunder) such action(s) as may be required and necessary to enable each of such bodies to execute this Agreement and to carry out fully and perform the terms, covenants, duties and obligations on its part to be kept and performed hereunder. 10) General Provisions. (a) No Joint Venture or Partnership. Nothing contained in this Agreement shall be construed as creating either a joint venture or partnership relationship between the any of the Park Board, the Board of Works or the Commission or any affiliate thereof and the Company or any affiliate thereof. (b) Time of Essence. Time is of the essence of this Agreement. The Parties shall make every reasonable effort to expedite the subject matters hereof(subject to any time limitations described herein) and acknowledge that the successful performance of this Agreement requires their continued cooperation. (c) Breach. Before any failure of any party to this Agreement to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, the party claiming such failure shall notify, in writing as provided herein, the - 5 - US.5474856].02