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Home My WebLink AboutAssignment and Assumption of Leases - Michigan Street Shops LLC - Assign Leases to Five Michigan Street Shops13 16 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI)Tii BEND. NDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC' WORKS June 12, 2018 Edward Bradley Michigan Street Shops LLC 41 OO Edison Lakes Parkway, Suite 350 Mishawaka, IN 46545 RE: Assignment and Assumption of Leases Dear Mr. Bradley: NIONE 574/235-9251 FAX 574/ 2359171 The Board of Public Works, at its meeting held on June 12, 2018, approved the above referenced assignment and assumption of leases to assign five (5) Michigan Street Shops leases to Michigan Street Shops LLC. Enclosed please find the original of the above for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, W( -4LAA� Linda M. Mai -tin, Clerk Enclosure c: Dave Relos, Community Investment GARY A. Git,or SUZANNA M. FRITZBERG ELIZABETi-i A. MAR ADIK: JAMEs A. MUF.'[,LER THERES]"J. DORAU ASSIGNMENT AND ASSUMPTION OF LEASES This Assignment And Assumption Of Leases (this "Assignment") dated as of , 2018 (the "Effective Date"), is entered into by and between the City of South Bend, acting by and through its Board of Public Works (the `Board"), and Michigan Street Shops, LLC, an Indiana limited liability company with its principal place of business at 4100 Edison Lakes Parkway, Suite 350, Mishawaka, Indiana 46545 (the "Company") (each a "Party" and collectively the "Parties"). RECITALS A. The City of South Bend (the "City"), through its governing bodies, has constructed, equipped, maintained, and operated the parking facilities located at 109 W. Jefferson Boulevard (the "Leighton Garage") and 121 E. Wayne Street (the "Wayne Street Garage") (collectively, the "Garages"). B. The Board holds legal title to the Garages and, pursuant to the Assignment And Assumption Of Garage -Related Agreements dated September 27, 2016, accepted from the South Bend Redevelopment Commission (the "Commission") the assignment of certain leases of storefront retail space in the Michigan Street Shops (the "Leases"). Following the Board's assumption of the Leases on September 27, 2016, certain of the Leases were amended. C. In accordance with Section 11 of the Real Estate Purchase Agreement between the Commission and the Company (as assignee of Cressy & Everett Commercial Corporation, doing business as Newmark Grubb Cressy & Everett) dated August 10, 2017, as amended from time to time (collectively, the "Purchase Agreement"), the Company desires to assume all of the Board's rights, powers, privileges, reservations, obligations, liabilities, and duties under the Leases (as the same have been amended from time to time). NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Board and the Company, intending to be legally bound, agree as follows: AGREEMENT 1. Assignment. The Board hereby assigns, sets over, transfers, grants, and conveys unto the Company, its successors and assigns, without recourse, all of the Board's rights, powers, privileges, reservations, obligations, liabilities, and duties, of any kind or character, including but not limited to the right to recover unpaid rent and any amounts due and owing to lessor, as the lessor under the following Leases: (a) Lease by and between the Commission and J Weldy, LLC, as successor -in - interest to Bruno Cataldo, dated August 1, 2010, as amended by the Second Amendment to Lease, dated January 13, 2014, and the Third Amendment to Lease, dated November 22, 2016, collectively attached hereto in reverse chronological order as Exhibit 1; (b) Lease by and between the Corrnnission and First Church of Christ Scientist South Bend, dated September 7, 2007, as amended by the First Amendment to Lease, dated August 16, 2012, and the Second Amendment to Lease dated September 26, 2017, collectively attached hereto in reverse chronological order as Exhibit 2; (c) Lease by and between the Commmission and Le Peep of South Bend, Inc., dated October 20, 2000, as amended by the First Amendment to Lease, dated February 13, 2003, the Second Amendment to Lease, dated November 2, 2007, the Third Amendment to Lease, dated November 1, 2008, the Fourth Amendment to Lease, dated May 10, 2011, and the Fifth Amendment to Lease, dated September 27, 2016, collectively attached hereto in reverse chronological order as Exhibit 3; (d) Lease by and between the Commission and Gordon Ventures, LLC d/b/a Edible Arrangements, dated October 11, 2012, as amended by the First Amendment to Lease dated October 10, 2017, collectively attached hereto in reverse chronological order as Exhibit 4; and (e) Lease by and between the Commission and Times Five, LLC d/b/a Linden Grill, dated April 27, 2016, as amended by the First Amendment to Lease dated February 13, 2018, collectively attached hereto in reverse chronological order as Exhibit 5. 2. Assumption. The Company hereby accepts the foregoing assignment and assumes and agrees to perform all of the obligations, liabilities, and duties of the lessor under the Leases, whether presently existing or arising hereafter, from and after the date upon which this Assignment is delivered to the Company in accordance with Section I 1 of the Purchase Agreement. 3. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the Board and the Company and their respective successors and assigns. 4. Consent. In accordance with the respective terms of the Leases, no third party's consent is required to tarty out the assignment and assumption stated herein. 5. Governing Law. This Assignment will be governed by and construed in accordance with the laws of the State of Indiana. [Signature page follows.] 2 IN WITNESS WHEREOF, the Board and the Company have executed this Assignment And Assumption Of Leases as of the Effective Date stated above. City of South Bend Board of Public Works Aj-n' - i;t - Gary Gilot, President Therese Dorau, ember Suzanna Fritzberg, Member "C uL Elizabeth Maradik, Member James Mueller, Member ATTEST: nda Martin, Cl rk COMPANY: Michigan Street Shops, LLC, an Indiana limited liability company Edward Bradley, Member Dated: Date Name BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW RE, QUEST FORM June 5, 2018 David Relo,s Department DCl BPS/ Date June 12, 2018 Phone Extension 5836 .... ...... . ....... . . ...... Required Prior to Submittal to Board LegalAttorney Name Sandra Kennedy Controller Controller review is required for alil Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing El Check the Appropriate Item Type — Required for All Submissions El'Agreement L1 Contract L] Proposal El Addendum F-1 Professional Services F-1 Resolution F-1 Bid Opening El Bid Award ❑ Req. to Advertise El Title Sheet [:] Quote Opening F] Quote Award F-1 Change Order No., ❑ C/O & PCA INo. ❑ PCA F-1 Ease/Encroach. ❑ Traffic Control Z Other: Assignment & Assumption of Leases Company or Vendor Name Michigan Street Shops LLC New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description -1 Yes Ll No LJ If Yes, Approved by Purchasing I MBE F-1 WBE Assignment & Assumption of Leases U Assign the five Michigan Street Shops leases to Michigan Street Shops LLC. Part of the sale of these shops to the Cressy entity that is acquiring them. EJ Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc._ Reauired For Chanae Orders Only I ncrease $ Decrease $ Previous Amount Current Percent of Change: New Amount Total Percent of Change: Dispersal After Approval Copy David Delos Sandra Kennedy --- - ----------- Original E] F-1 11