Loading...
HomeMy WebLinkAbout6C5ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the "Agreement ") is made and entered into by and between the City of South Bend, through its Board of Public Works (the "City "), and Robert Bosch LLC, as successor to Robert Bosch Corporation, a corporation existing under the laws of the State of Delaware ( "Bosch ") (collectively, the "Parties ") on the date that the Agreement has been fully executed below. WHEREAS, Bosch negotiated an agreement to purchase certain improved real estate in South Bend, St. Joseph County, Indiana, as more particularly described in Schedule A attached hereto (the "Property ") from Honeywell International, Inc. (formerly known as Allied Signal, Inc.) ( "Honeywell ") pursuant to an Agreement of Sale dated August 1, 2000 (the "Agreement of Sale "); WHEREAS, in connection with the Agreement of Sale, Bosch and Honeywell entered into an Environmental Remediation Agreement, License and Easement dated August 17, 2000 ( "Remediation Agreement "). The Remediation Agreement recognized the existence of environmental contamination at the Property, imposed certain institutional controls, engineering controls, deed restrictions on use of the Property, provided certain rights of Honeywell, and recognized Honeywell's obligation to continue remediation of the contamination through the Indiana Department of Environmental Management's ( "IDEM ") Voluntary Remediation Program ( "VRP "). The Remediation Agreement also provided cross - indemnifications between Honeywell and Bosch relating to known contamination and potential future releases; WHEREAS, on August 17, 2000, the City entered into and signed an Assignment and Assumption Agreement between it and Bosch under which it assumed all of Bosch's obligations under the Agreement of Sale, Remediation Agreement and an Ingress, Egress and Maintenance Easement Agreement ( "Easement Agreement "), subject to the proviso that such assumption would not release Bosch or Honeywell from their respective obligations under those agreements; WHEREAS, Bosch assigned to the City, the Agreement of Sale, the Remediation Agreement and Easement Agreement, without ever exercising its right to purchase the Property and the City exercised its rights as Purchaser under the Agreement of Sale and Buyer under the Remediation Agreement; WHEREAS, Bosch and the City entered in an Agreement for the Use and Rehabilitation of Real Property dated August 17, 2000, as amended by that certain First Amendment dated June 20, 2001 (collectively, the "Rehabilitation Agreement "). The Rehabilitation Agreement provided that Bosch would assign and the City would accept assignment of the Agreement of Sale and that the City would thereafter lease the Property to Bosch. In exchange, the City invested funds, provided training grants, and made available other incentives to assist Bosch in its operations at the Property; WHEREAS, the City leased the Property to Bosch pursuant to a Real Property Lease Agreement dated August 17, 2000 (the "Lease Agreement "). The Rehabilitation Agreement and Lease Agreement require that, upon termination of the Lease, the City and Bosch enter into an agreement evidencing the continuing obligations under the Remediation Agreement which include among other things honoring all Institutional Controls, Engineering Controls and deed restrictions and providing indemnity for environmental contamination directly resulting from their respective actions on the Property all as more specifically outlined below; WHEREAS, the City purchased the Property from Honeywell in its AS -IS WHERE IS condition including any and all environmental conditions and waived any claim against Honeywell with respect to environmental matters or conditions excepting only such claims preserved under the Remediation Agreement or the Agreement of Sale. WHEREAS, Bosch has provided written notice to the City, pursuant to Section 21 of the Lease Agreement, that it is exercising its right to terminate the lease effective December 31, 2012; and WHEREAS, the Parties wish to clarify their rights and responsibilities, as required by the Rehabilitation Agreement, regarding (i) the continuing obligations under the Remediation Agreement and (ii) present and future environmental contamination of the Property. NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Environmental Conditions. The Parties acknowledge that there are certain Hazardous Substances (as defined herein) at, in or under the Property which are in excess of the Indiana Department of Environmental Management's ( "IDEM ") clean-up criteria or screening levels and that Honeywell has agreed to continue its Remediation Work on the Property as required to achieve the Remediation Objectives for Environmental Conditions as set forth in the Remediation Agreement. 2. Definitions. Capitalized terms not defined herein shall be as defined in the Remediation Agreement and Agreement of Sale respectively. 3. Bosch's Indemnification. Subject to the terms of this Agreement, Bosch agrees to release, indemnify and hold harmless the City and any subdivision or agency thereof, including any public officials, directors, officers, agents, employees, against and with respect to any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and environmental consulting or sampling fees or expenses, excluding internal management, administrative or overhead costs, (the "Environmental Costs ") which may be imposed upon, incurred by or asserted against the City arising out of, in connection with or relating to: (a) Environmental Conditions, as defined in the Remediation Agreement, on the date of this Agreement in the interior of the buildings on the Property which are required to be remediated under current or future Environmental Laws, but for this subsection (a) only, excluding Environmental Conditions present under any buildings on the Property and any Environmental Conditions that arise out of or result from acts or omissions of the City and its Successors in Interest occurring after December 31, 2012. Successors in Interest shall mean any person, legal entity, agency or instrumentality of government taking any interest in the Property or any portion thereof whether such interests are as tenant, subtenant, owner, co- owner, rights of easement, agent or any other right title or interest in or to the Property or any portion thereof, (lb) Any breach or failure to perform the obligations of Buyer under the Remediation Agreement by Bosch on or before December 31, 2012, subject to any right to offset by Bosch pursuant to Section 12 of the Rehabilitation Agreement; (c) Violation of Environmental Law at, or related to operations at, the Property during Bosch's occupancy of the Property between April 1, 1996 and December 31, 2012. (d) Any Remediation, as defined in Section 6, with respect to Environmental Conditions to the extent such Remediation is necessary by reason of Environmental Conditions that arise out of, result from, were or are exacerbated by Bosch, its directors, officers, agents, employees, consultants, contractors, or invitees after April 1, 1996 and on or before December 31, 2012, or thereafter if caused by Bosch. 4. The City's Indemnification. Subject to the terms of this Agreement, City agrees to release, indemnify and hold harmless Bosch and its subsidiaries, partners, officers, agents, employees, predecessors, successors, and any assignees under Paragraph 11 against and with respect to any and all Environmental Costs which may be imposed upon, incurred by or asserted against Bosch arising out of, in connection with, or relating to: (a) Environmental Conditions arising after December 31, 2012 in the interior of the buildings on the Property which are required to be remediated under then current or future Environmental Law, but for this subsection (a) only, excluding Environmental Conditions present under any buildings on the Property; (b) Any breach or failure to perform the obligations of Buyer under the Remediation Agreement by City and/or Successors in Interest after December 31, 2012; (c) Violation of Environmental Law by the City and/or Successors in Interest at, or related to operations at, the Property after December 31, 2012. (d) Any Remediation with respect to Environmental Conditions to the extent such Remediation is necessary by reason of Environmental Conditions that arise out of, result from, were or are exacerbated by City and or Successors in Interest and its or their officials, directors, officers, agents, employees, consultants, contractors, or invitees after December 31, 2012. 5. Claims. Each indemnified party (the "Indemnitee ") shall give the indemnifying party (the "Indemnitor ") prompt written notice of any claim asserted against one or more of the indemnified persons or entities under Paragraphs 3 and 4 including, but not limited to, any notice of claim, demand, action, controversy or suit which may give rise to a claim of indemnification under this Agreement. If the claim is covered by Paragraphs 3 or 4, the Indemnitor shall undertake the defense of such claim, demand, action, controversy or suit by counsel of its choosing at its sole cost and expense. The Indemnitee shall give the Indemnitor and its counsel reasonable assistance and cooperation with respect to such defense. If investigative or remedial work is required to resolve any claim, demand, action, controversy or suit covered by Paragraphs 3 or 4, the Indemnitor shall have the right to select the environmental consultant and shall pay for such work at its sole cost and expense. If the Indemnitor, within 30 days after notice of any claim, demand, action, controversy or suit covered by Paragraphs 3 or 4, fails to undertake a defense, the Indemnitee shall have the right to undertake a defense, including compromise or settlement thereof with counsel of their choosing, and to select an environmental consultant to perform environmental investigation and remediation work required to address such claim by an applicable government authority. The Indemnitor shall be responsible for reimbursing the Indemnitee for reasonable legal fees and Environmental Costs. The Indemnitor shall retain the right to assume such defense and environmental work, with legal counsel and an environmental contractor of its choosing. 6. Remediation. Subject to the terms of this Agreement, the Indemnitor agrees to promptly perform the environmental investigations and corrective actions necessary to remediate any contamination by Hazardous Substances at the Property covered by the Indemnitor's indemnification to the extent required by the IDEM and any other governmental authorities with jurisdiction over the Hazardous Substances and contamination at the Property. As used herein, "Remediation" means (i) for investigations and corrective actions covered by the Voluntary Remediation Agreement and implementation of the Voluntary Remediation Plan between Honeywell and IDEM, "Remediation Work" as defined in the Remediation Agreement, and (ii) in all other instances, performing environmental property assessment activities (which may include taking soil borings and the installation, sampling and maintaining of groundwater monitoring wells and/or other monitoring points and related activities) on the Property to complete an assessment of the Property as required by IDEM or other governmental authorities; (iii) performing corrective action to diligently remediate such Hazardous Substances consistent with the rules, regulations and requirements of IDEM or other governmental authorities. The Parties acknowledge that, pursuant to the Remediation Agreement, Honeywell has agreed with Bosch to undertake remediation of the surface and sub - surface Environmental Conditions as set forth therein. Any remediation shall be considered complete upon the issuance of a letter from IDEM or other governmental authority stating that no further action is necessary concerning the Property (a "NFA Letter "). Upon termination of the remediation, the Indemnitor shall decommission any remaining monitoring points and other corrective action equipment and restore the surface of the Property affected by the decommissioning to substantially the same condition which existed prior to such decommissioning in accordance with the rules and regulations of IDEM or other applicable government authority. 7. Access. Access to and use of the Property by Honeywell, and restrictions on use of the Property, shall be subject to all the terms and conditions of the Remediation Agreement. The City grants Bosch and its agents and contractors reasonable access to and use of the Property to enable Bosch and its agents and contractors to obtain reasonable and necessary soil and groundwater data and to implement any Remediation Bosch is required to perform under this Agreement. Such rights of access shall be as broad as those contained in Sections (c) and (d) of the Remediation Agreement. This license to access the Property shall continue for as long as is necessary to complete the Remediation. Bosch will provide the City or any then current owner of the Property, as appropriate, with reasonable prior notice of any required access to the Property. 8. Obligations Under the Remediation Agreement. Subject to Section 3 of this Agreement, Bosch shall be primarily responsible for fulfilling the obligations of Buyer under the Remediation Agreement before December 31, 2012 and thereafter as secondarily liable if the City fails to comply with the Remediation Agreement. The City shall be primarily responsible for fulfilling the obligations of Buyer under the Remediation Agreement after December 31, 2012 and secondarily liable if Bosch fails to comply with the Remediation Agreement before that date. Bosch shall provide the City or the then current owner of the Property with copies of all correspondence and other materials set forth in Remediation Agreement §(b)(v). The Parties agree that any reimbursement of relocation costs, interruption fees, or similar payments to Bosch under the Remediation Agreement due to the impact Honeywell's remediation has on the Property or its operation after December 31, 2012, such as the payments set forth in Honeywell Agreement § §(c)(iv) and (c)(v), shall be paid to the City or the owner of the Property at the time of the relevant impact. 9. Assignment of Agreement. This Agreement may not be assigned by either Party except with the prior written consent of the other Party, which consent shall not be unreasonably withheld. Withholding consent by Bosch to assign this Agreement to a person, company or entity that intends to use the Premises or any portion thereof for manufacturing or assembly purposes shall not be considered unreasonable. 10. No Third Party Benefit. This Agreement is not intended to inure to the benefit of any third party, against whom the Parties reserve any and all rights, claims and defenses. 11. Notices. All notices to be given under this Agreement shall be in writing and shall be deemed to have been given and served when delivered in person, by Federal Express, UPS or similar overnight carrier, or by depositing in the United States mail, postage pre -paid to the address set forth below or such other address as either party may have last specified by written notice to the other: If to the City: City of South Bend City Attorney 1200 County-City Building 227 W. Jefferson St. South Bend, Indiana 46601 Fax: (574) 235 -9892; and South Bend Department of Community Investment c/o Executive Director 1400 County -City Building 227 W. Jefferson St. South Bend, Indiana 46601 With a copy to: Thao T. Nguyen Plews Shadley Racher & Braun LLP 53732 Generations Drive South Bend, Indiana 46635 -1539 Fax: (574) 271 -2050 If to Bosch: General Counsel Robert Bosch LLC 38000 Hills Tech Drive Farmington Hills, MI 48331 Fax: (248) 876 -2990 12. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Agreement constituting an original contract. 13. Paragraph Headings. This Agreement shall be construed without reference to paragraph headings which are inserted only for convenience of reference. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its conflicts of laws principles. 15. Entire Agreement. This Agreement and the Remediation Agreement contains the entire agreement of the parties relating to environmental investigation, remediation, and indemnification for the Property and supersedes all prior oral or written understandings, agreements or contracts, formal or informal, between the parties hereto pertaining to said subject. 16. Controlling Effect of This Agreement. To the extent that any provision in this Agreement conflicts with any provision in the Lease Agreement, the Agreement of Sale, the Remediation Agreement or the Rehabilitation Agreement and such conflict cannot be resolved by a consistent interpretation of the terms and conditions, this Agreement shall control, provided, however, that such interpretation shall not modify or change the rights and obligations of the parties contained in the Remediation Agreement and the Agreement of Sale. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned executed and delivered this Environmental Indemnity Agreement on the date set forth below the name of each. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President Michael Mecham, Member Donald E. Inks, Member Mark Neal, Member Kathryn Roos, Member Linda M. Martin, Clerk Date Date Date Date Date Date ROBERT BOSCH LLC AS SUCCESSOR TO ROBERT BOSCH CORPORATION 4f4l:�' . �-� ,ya � s ., 3- as -r3 Werner Struth Date Chairman of the Board Maximiliane Straub Chief Financial Officer & Executive Vice President - Finance, Controlling & Administration Date IN WITNESS WHEREOF, the undersigned executed and delivered this Environmental Indemnity Agreement on the date set forth below the name of each. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President Date Michael Mecham, Member Date Donald E. Inks, Member Date Mark Neal, Member Date Kathryn Roos, Member Date Linda M. Martin, Clerk Date ROBERT BOSCH LLC AS SUCCESSOR TO ROBERT BOSCH CORPORATION Werner Struth Chairman of the Board Maximilian Straub Chief Financial Officer & Executive Vice President- Finance, Controlling & Administration Date �I,3 Date 1 15. Entire Agreement. This Agreement and the Remediation Agreement contains the entire agreement of the parties relating to environmental investigation, remediation, and indemnification for the Property and supersedes all prior oral or written understandings, agreements or contracts, formal or informal, between the parties hereto pertaining to said subject. 16. Controlling Effect of This Agreement. To the extent that any provision in this Agreement conflicts with any provision in the Lease Agreement, the Agreement of Sale, the Remediation Agreement or the Rehabilitation Agreement and such conflict cannot be resolved by a consistent interpretation of the terms and conditions, this Agreement shall control, provided, however, that such interpretation shall not modify or change the rights and obligations of the parties contained in the Remediation Agreement and the Agreement of Sale. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE FOLLOWS] SCHEDULE A PARCEL A (BENDIX PLANT 1): A parcel of land being a part of the West Half of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, SL Joseph County, Indiana and being more particularly described as follows: Beginning at the intersection of the South right -of -way fine of Bendix Drive and the West right- of-way line of Bendix Street; thence South 00'00'00` East along said West right -of -way line of Bendhd Street, a distance of 602.98 feet thence South 45'54'10' East along the Southwesterly right -of -way fine of Washington Street, a distance of 237.97 feet to the South fine of said West Halt of the Southwest Quarter, thence North 89. 54'05" West'along said South line, a distance or 402.31 feel to the Northeasterly right -or- way line of the Chicago South Shore and South Band Railroad; thence North 62 142'17' West along said Northeasterly right -of -way line, a distance of 394.85 feet thence North 24.56'43' EasL a distahce of 50.30 feet thence North 01.0145' West, a distance of 40.72 feel: thence Nprttl DO'D9'03' East along the West face of an Industrial Building, a distance of 113.11 feet thence South 89058'21' WesL'a distance of 16.00 feet thence North 00009'03' East, a distance of 8.05 feat thence North 89657'00' West, a distance of 3.59 feet thence North 0906'44' East along the West face of said Industrial Building, a distance-of 371.13 feet: thence North 87.38'33' West along sold Industrial Building, a distance of 1.85 feet; lhetfce North 03.54'24 - West along said Industrial Building and its projection North, a distance of 21.58 feel to the South right -ol- way fine of Bendix Drive; thence South 89,54'OS East. a distance of 589.54 feet to the Place of beginning. PARCEL B: A parcel of land being a part of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Bend, Indiana and being more particularly described as follows: Beginning at the Northeast corner of Lot 125 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, ;ndiane: thence South 00'DD'00' West a distance of 269.57 feel to the Southeast comer of Lot 64 In said Kaley's 1" Subdivision; thence North 89. 54'05" West along the South line of Lots 84, B3, 82, 81, BO and 79 in said Kaley's 1" Subdivision and Lot 138, 137, 136 and 135 and Kaley's 2n0 Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana,.a distance of 464.00 feet to the East right -of -way line of Bendix Street thence North 00 000'00' East along the said East right -of -wey line, a distance of 269.87 feet to the North line of Lot 134 in said Kaley's 2"0 Subdivision: thence South 89'54'05' East along the North One of Lots 134. 133, 132, 131, 130, 129, 128, 127, 126 and 12S in said Kaley's 2"0 Subdivision, a distance of 464.00 feet to the place of beginning, PARCEL Cl: A parcel of land being a part of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Send, Indiana and being more particularly described as follows: Beginning at the Northeast comet of Lot 76 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana: thence South 00°00'00' West, a distance of 270.26 feet to the Southeast comer of Lot 29 in said KMey's 1" Subdivision; thence North 89.54'05' West along the South line of Lots 29, 2B, 27 in said Kaley's 1" Subdivision and Lots 146, 145, 1" and 143 in Korey's 2" Subdivision, a distance of 274.00 feet to the East rignl -of-way line of Bendix Street: thence North 00000'00' East along said East right -of -way line a distance of 270.2a feet to the North line of Lot 142 in said Kaley's 2n0 Subdivision: thence South 89.54'05' East along the North line of Lots 142, 141, r40 antl 139 in said PARCEL A (SENDIX PLANT 1): A parcel of land being a part of the West Half of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, SL Josepn County, Indiana and being more particularly described as foWws: Beginning at the intersection of the South right -of -way line of Bendix Drive and the West right -of -way fine of Bendix Street: thence South 00'00'DD' East along said West right -of -way line of Bendix Street, a distance of 602.96 feet thence South 45654'10' East along the Southwesteriy right- of-way line of Washington Street, a distance of 237.97 feet to the South fine of said West Hall of the Southwest Quarter, thence North 89'54'05" West'along said South line, a distance of 402.31 feet to the Northeasterly rigni -of- way line of the Chicago South Shore and South Bend Railroad; thence North 62 042'17' West along said Northeasterly right -of -way line, a distance of 394.85 feet thence North 24058'43' East. a distance of 50.30 feet thence North D1'01'45' West a distance of 40.72 feet; thence Nprttl 00009'03' East along the West face of an Industrial Building, a distance of 113.11 feet; thence South a9.56'21- West'a dtstarice of 16.00 feet thence North 00009'03' East, a distance of 8.05 feet thence North 89.57'00' West, a distance of 3.59 feet: thence North 0°08'44' East along the West face of said Industrial Balding, a distar ce of 371.13 teat thence North 87.38'33' West along said Industrial Building, a distance of 1.85 feet; theiie North 03.54'24' West along said Industrial Building and its projection North, a distance of 21.58 feel to the South rlohl -of- way fine of Bendix Drive; thence South 89'54'05' East, a distance of 589.54 feet to the place of beginning. PARCEL B: A parcel of land being a part of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Bend, Indiana and being more particularly described as follows: Beginning at the Northeast corner of Lot 125 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana: thence South 00`DO'DIT West a distance of 269.87 feet to the Southeast comer of Lot 84 In said Kaley'a 1" Subdivision; thence North 89 054'05" West along the South line of Lots 84, 83, 82, 81, 80 and 79 in said Kaley's 1" Subdivision and Lot 138, 137, 135 and 135 and Kaley's 2"d Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana,-8 distance of 464.00 fact to the East right -of -way One of Bendix Street thence North 00 900'00' East along the said East right-of-way fine, a distance of 269.87 feel to the North line of Lot 134 in said Kaley's 2"d Subdivision; thence South 89.54'05' East along the North One of Lots 134, 133, 132, 131, 130, 129.12B. 127, 126 and 125 in said Kaley's 2"d Subdivision, a distance of 464.00 feet to the place of beginning, ! PARCEL C1: A parcel of lane being a part of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Band, Indiana and being more particularly described as follows: Beginning at the Northeast comer of Lot 76 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana: thence South 00 900'00' West a distance of 270.28 feet to the Southeast comer of Lot 29 in said Kaley's 1" Subdivision; thence North 89.54'05' West along the South line of Lots 29, 28, 27 in said Kaley's 1" Subdivision and lots 146, 145, 144 and 143 in K21ey's 2"d Subdivision, a distance of 274.00 feet to the East right -Of -way line of Bendix Street: thence North 00 000'00- East along said East right - of-way line a distance of 270.28 feet to the North line of Lot 142 in said Kaley's 2"0 Subdivision: thence South 89 054'05- East along the North line of Lots 142, 141, T40 and 139 in said Kaley's 2"0 Subdivision and Lots 78, 77 and 76 in said Kaley's 1" Subdivision, a distance 01274.00 feet to the place of beginning. PARCEL C2: A parcel of land being a part of Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township. City of South Bend, Indiana and being more particularly described as follows: Beginning at the Northeast comer of Lot 73 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana; thence South 00900.00' West, a distance of 270.26 feet to the Southeast comer of Lot 32; thence North 69.54'05' West along the Sou01 line of Lots 32, 31 and 30, a distance of 130.00 feet to the Southwest comer of Lot 3D in said Kaley's 1" Subdivision: thence North 00 000'00' East along the West line of Lols 30 and 75 in said Kaley's 1" Subdivision, a distance of 270.26 feet to the Northwest comer of said Lot 75: thence South 69.54'05' East along the North line of Loll 75, 74 and 73 in said Kaley's 1" Subdivision, a distance of 130.0D feel to the place of beginning. PARCEL M., A parcel of land being a part of the Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Bend, Indiana and being more par8gularl'y described as - (ollows: Beginning at the Northeast corner of Lot 147 Kaley's 2n° Subdivision as shown in the Office of the Recorder of St. Joseph County, Indiana; thence South 00'00'00' West, a distance of 64.10 feet to the Northeasterly right-of-way One of Washington Street; thence North 45.54'10' West along said Northeasterly right -of -way line, a distance of 92.27 feet to the North line of Lot 148 in said Kaley's 2ntl Subdivision; thence South 89 054'05' East along the North line of said Lois 148 and 147, a distance of 66.27 feet to the place of beginning PARCEL D2: A parcel of land being a part of Southwest Quarter of Section 3, Township 37 North, Range 2 East, Portage Township, City of South Bend, Indiana and being more particularly described as follows: Beginning at the Northeast corner of Lot 24 Kaley's 1" Subdivision as shown in the Office of the Recorder of SL Joseph County, Indiana; thence South OD•DO'00' West, a distance of 128.01) feet to the Southeast corner of said Lot 24; thence North 89054'05' West along the South line of Lots 24 and 25, a distance of 77.93 feet to the Northeasterly right -ol -way line of Washington Street; thence North 45 054'10' West along said Northeasterly right -d -way line, a distance of 72.50 feet to the West line of Lot 26 in said Kaley's 1" Subdivision: thence North DO'OD'00' West along the West fine of said Lot 26, a distance of 77.64 feet to the Northwest corner of Lot 26; thence South 89054105' East along the North line of Lots 26, 25 and 24, a distance of 130,00 feel to the place or beginning. PARCEL 03: A parcel of land being a part of the Northwest Quarter of Section 10, Township 37 North, Range 2 East, Portage Township, City of South Bend, Indiana and being more particularly described as follows: Beginning at the Northeast corner of Lot 101 Subdivision of unpiatted land of the West end Subdivision as shown in the Office of the Recorder of St. Joseph County, Indiana; thence South Ob °00'00' West, a distance of 61.38 feet to the Northeasterly right- of-way line of Washington Street: thence North 45 054.10' West along said Northeasterly right-of-way line, a distance of 88.36 feel to the North line of Lot 102 in said Subdivision of unplatled land of West End Subdivision; thence South 89.54'05' East along the North line of said Lots 102 and 101, a distance of 63.46 feel to Die place of beginning. PARCEL E: Lot 124 Kaley s 2n° Subdivision as shown in the Office of the Recorder of St. Joseph County, Indiana. PARCEL F1: A parcel of land being a part of the West Half of the Southwest Quarter of Seclicn 3, Township 37 North, Range 2 East, City of South Bend, Portage Township, St Joseph County, Indiana and being more particularly described as follows: Commencing at the Intersection of the Southwesterly right - of-way line of Washington Street with the South line of the Southwest Quarter of Section 3; thence North 89054'05' Wost along said South line, a distance of 402.31 feel to the Northeasterly tight -ol -way line of Chicago, South Shore and South Bend Railroad; thence North 64.42'17' West along said Northeasterly right- of-way line a distance of 9.88 feet to the place of beginning; thence continuing North 64042'1 T West along said Northeasterly right -of -way line, a distance of 384.97 feetf,thence Soulh,260MAB: West, a distance of B.42 feet; thence South 63 050'12' East, a distance of 68.45 feet; thence South 48.59'55' East a distance of 16.47 feet; thence South 31 02122' East, a distance of 25.33 feet; thence South 69035'35' East, a distance of 11.74 feet; thence South 59 039'23' East, a distance of 4x40 teat thence South 68 056155' East, a distance of 70.03 feet; thence South 72.38'44' East, a distance of 101.21 feet; thence South•75'44'DO" East, a distance of 58.67 feet to the place of beginning. PARCEL F2: A parcel of land being a part of the West Hal of the Northwest Quarter of Section 10, Township 37 North, Range 2 East, City of South Bend, Portage Township, SL Joseph County, Indiana and t. being more particularly described as follows: Beginning at the intersection of the Southwesterly right -of- way fine of Washington Street with the South Ina of the Southwest Quarter of Section 3 thence North 89 054'05' West along said South line, a distance of 394.59 feet to the Northeasterly right-of-way line of Chicago, South Shore and South Bend Railroad; thence South 75 044'00' East, a distance of 159.28 feet; thence South 80026'38" East, a distance of 121.73 feet; thence North 86°1X49' East a distance of 169.66 feet to the Southwest" right- of-way, line of Washington Street-, thence North 45 054'10' East along said Southwesterly right -of -way Dne, a distance of 68.37 feet to the place of beginning. NORTH PARKING AREA: A parcel of land being a part of the West Half of the Southwest Quarter of Section 3, Township 37 North, Range 2 East Portage Township, SL Joseph County, Indiana and being more particularly described as follows: Beginning at the intersection of the North right -of -way line of Bendix Drive and the East right -of-way line of Goodland Avenue; thence North OOOWDO" East along said East right- of-way line of Goodland Avenue, a distance of 352.95 feet; thence South 89'46'27' East a distance of 739.50 feet; thence South 00'29'11' East, a distance of 176.78 feet; thence South 896DT43" East, a distance of 227.04 feet; thence along a non - tangent to the left having a radius of 957.29 feel and having a central angle of 03926'41' and limited in length by a chord which bears South 17002'58' East a distance of 57,54 feet; thence South 00"00'00' West, a distance of 127.60 feet to the North right -of -way line of Sendix (hive; thence North 89654'05' West, 2 distance of 484.89 feet to the place of beginning.