HomeMy WebLinkAboutNo. 2246 approving a form of dev agreement with JF+A Properties,LTD/CII&P, County Mayo/SB LLC and related matters• RESOLUTION NO. d D I &
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
APPROVING A FORM OF DEVELOPMENT AGREEMENT WITH JF +A
PROPERTIES, LTD. /CII &P AND COUNTY MAYO /SB, LLC AND
OTHER RELATED MATTERS
WHEREAS, the South Bend Redevelopment Commission ( "Commission ") is the
governing body of the City of South Bend Department of Redevelopment established under the
Redevelopment of Cities and Towns Act of 1953, as amended, being Indiana Code § 36- 7 -14 -1
et seq. (the "Act"); and
WHEREAS, redevelopment and the stimulation of economic development are of benefit
to the health and welfare of the people of Indiana and the citizens of the City of South Bend,
Indiana (the "City "), are public uses and purposes for which public money may be spent and are
a public utility and benefit; and
WHEREAS, the Commission has the power and duty to investigate, study, and develop
•areas within the corporate boundaries of the South Bend Redevelopment District (the "District ")
that the Commission has determined to be blighted, stagnant or deteriorating in order to
encourage economic development and redevelopment; and
WHEREAS, the property commonly referred to as Lot 3A of the Blackthorn Corporate
Office Park and more particularly described at Exhibit A (the "Site ") of the form of the Contract
for Sale of Land for Private Development attached hereto as Attachment A (the "Purchase
Contract") is located within the corporate boundaries of the City, the South Bend Redevelopment
District (the "District "), and the Airport Economic Development Area (the "Area"), which Area
has been previously designated by the Commission as an economic development area in
accordance with the Act; and
WHEREAS, the Commission has previously offered the Site for disposition in
accordance with Indiana Code § 36-7 -14-22 and has awarded the development of the Site to
JF +A Properties, Ltd. /CII &P (the "Developer ") pursuant to a bid submitted by the Developer in
which the Developer proposed constructing, developing and equipping a hotel development
project worth approximately Seventeen Million Dollars ($17,000,000) complimentary to the use
of the Blackthorn Golf Course; and
WHEREAS, Marathon Pipe Line LLC ( "MPL ") is the beneficiary of (i) that Right of
Way Agreement granted 5/15/1957 and recorded 5/27/1957 in the St. Joseph County Recorders
Office at Book 567, pages 113 -114, as amended by the Partial Release of Right of Way
Agreement executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County Recorder's Office
f
as Record Number 9328170 (collectively, "Easement No. 1 "); (ii) that Right of Way Agreement
granted 6/8/1957 and recorded in the St. Joseph County Recorders Office at Book 568, page 21,
as amended by the Partial Release of Right of Way Agreement executed on 7/16/93 and recorded
7/22/93 at the St. Joseph County Recorder's Office as Record Number 9328168 (collectively,
"Easement No. 2 "); and (iii) that Right of Way Agreement granted 5/13/1957 and recorded in the
St. Joseph County Recorders Office at Book 568, page 19, as amended by the Partial Release of
Right of Way Agreement executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County
Recorder's Office as Record Number 9328169 (collectively, "Easement No. 3 "; and collectively
with Easement No. 1 and Easement No. 2, the "Pipeline Easements "); and
WHEREAS, it appears that the Site is subject to the Easement No. 2 and Easement No. 3
and provides MPL an easement of thirty (30) feet on either side of the centerline of its current
pipeline for a total of sixty (60) feet; and
WHEREAS, MPL has withheld its approval of the portion of the Project subject to
Easement No. 2 and Easement No. 3 pending the execution of a Development Agreement with
the South Bend Redevelopment Authority (the "Authority "), the South Bend Redevelopment
Commission and the Developer and the settlement of other disputes MPL contends that is has
with the Authority; and
WHEREAS, MPL, the Developer and the Authority represent that it has agreed to the
terms of a Settlement Agreement and Release (the "Settlement Agreement ") which provides for
MPL to approve the portion of the Project subject to Easements No. 2 and Easement No. 3; and
WHEREAS the Developer has represented to the Commission that he is prepared to
P P P p
proceed with the Project and to negotiate, finalize and execute the Purchase Contract; and
WHEREAS, the Commission previously has authorized the construction of certain utility
improvements, including the relocation of a water line and a sewer line (the "Utility
Improvements "), along with the relocation of a cart path and a water line for the golf course
sprinkling systems (the "Additional Improvements" and with the Utility Improvements, the "Site
Improvements "); and
WHEREAS, the Board of Public Works of the City of South Bend (the "Board ") has
awarded a bid for the Site Improvements subject to the Developer's execution of a Purchase
Contract with the Commission; provided that the Board is able to issue a notice to proceed in
accordance with the Indiana Code § 36 -1 -12; and
WHEREAS, the Commission desires to approve the form of the Purchase Contract and
the documents contained or contemplated therein, including but not limited to a Utility
Easement, a Deed and the other certificates and agreements attached thereto or contemplated
therein (collectively, the "Purchase Documents ") and to authorize the President of the
Commission (the "President ") or the Vice - President of the Commission (the "Vice- President ") to
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execute, and the Vice - President or Secretary of the Commission (the "Secretary ") to attest, the
Development Documents, with such changes as such executing and attesting officers may
approve upon the advice of legal counsel; and
WHEREAS, the Commission further authorizes the Developer to execute the Purchase
Contract in the form attached hereto as Attachment A with such changes approved by legal
counsel for the limited purpose of acting as a guarantee for awarding of the contact for the Site
Improvements, which guarantee, to become enforceable, shall be subject to the Commission's
final approval and execution;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND
REDEVELOPMENT COMMISSION AS FOLLOWS:
1. The Commission hereby approves the Purchase Documents in the form attached
hereto as Attachment A, including the Purchase Contract, the Deed and the other certificates and
agreements attached thereto or contemplated therein.
2. The Commission hereby authorizes legal counsel to negotiate the Purchase
Documents with the Developer and to allow the Developer to execute the Purchase Contract as a
guarantee for the Site Improvements, which Purchase Contract shall be enforceable only upon
the Commission's execution of the Purchase Contract.
3. The Commission hereby authorizes the President or the Vice - President to execute,
• and the Vice - President or Secretary to attest, the Purchase Documents with such changes either
in form or in substance as such executing and attesting officers may approve upon the advice of
legal counsel with such approval to be conclusively evidenced by such execution and attestation.
4. The staff is hereby authorized to administer the Purchase Documents, upon their
execution, and the President, Vice - President, the Secretary, and the Director of Economic
Development of the Department of Redevelopment are each authorized to execute any
administrative certificates or documents related to the administration of the Purchase Documents
on behalf of the Commission.
5. This Resolution shall be in full force and effect after its adoption by the South
Bend Redevelopment Commission.
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•
ADOPTED at a meeting of the South Bend Redevelopment Commission held on May 19,
2006 at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601.
South Bend Redevelopment Commission
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Signature
Printed Name and We
South Bend Redevelopment Commission
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Agreement.Doc
ATTACHMENT A
Form of Contract Sale of Land for Private Development
•
CONTRACT FOR SALE OF LAND FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR SALE OF LAND FOR PRIVATE DEVELOPMENT (this or the
"Agreement "), made on May 1, 2006, between JF +A PROPERTIES, LTD. /CII &P, a Sub -S
Corporation organized under the laws of the State of Illinois and having its principal place of
business at 272 E. Deerpath Road, Suite 244, Lake Forest, Illinois 60045 (the "General Manager "),
on behalf of itself and COUNTY MAYO /SB, LLC, an Illinois limited liability Company (the
"Company" and with the General Manager, the "Developer "), as its sole managing member and the
SOUTH BEND REDEVELOPMENT COMMISSION, the governing body of the City of South
Bend, Indiana, Department of Redevelopment, established and operating under Indiana Code §
36- 7 -14 -1 et seq., as amended (the "Act"), having its office at 1200 County -City Building, South
Bend, Indiana (the "Commission").
RECITTALS:
WHEREAS, the Commission has investigated areas within the corporate boundaries of the
City of South Bend, Indiana (the "City ") and has prepared and approved the Airport Economic
• Development Area Development Plan ( "Plan ") to develop the area known as the Airport Economic
Development Area, a copy of which Plan and amendments thereto have been recorded in the St.
Joseph County Recorder's Office; and
WHEREAS, the Commission has offered to sell and the Developer is willing to buy the
property described in Exhibit A of this Agreement (the "Property") to provide for the development of
the Property accordance with the Plan, this Agreement, and the Site Plans (as defined herein) (the
"Project "); and
WHEREAS, the Commission believes that developing the Property in accordance with this
Agreement is in the best interest of the health, safety and welfare of the City and its residents and
complies with the public purposes and provisions of the Act and applicable federal, state and local
laws under which the development has been undertaken and is being assisted; and
WHEREAS, the Property is subject to certain easements of record, including but not limited
to (i) a sewer, water and utility easement provided the City (the "Utility Easement ") and (ii) a certain
Right of Way Agreement recorded at Deed Record 568, page 21, as amended by the Partial Release
of Right of Way Agreement dated July 16, 1993, and recorded July 22, 1993 in the Office of the
Recorder of St. Joseph County as Instrument No. 9328168, and a certain Right of Way Agreement
recorded at Deed Record 568, page 19, as amended by the Partial Release of Right of Way
Agreement dated July 16, 1993, and recorded July 22, 1993 in the Office of the Recorder of St.
Joseph County as Instrument No. 9328169 (collectively, the "Marathon Easements "); and
•
WHEREAS, the Developer desires that a certain sewer line and a water line within the Utility
Easement be relocated to provide for the development of the Project (the "Utility Improvements ");
and
WHEREAS, the Commission, in reliance upon the Developer's commitment to complete the
Project, desires to complete the Utility Improvements and amend the Utility Easement consistent
with the plans set forth at Exhibit B to provide for the development of the Project; and
WHEREAS, the South Bend Redevelopment Authority (the "Authority ") currently owns the
Property and has negotiated a Settlement Agreement and Release with Marathon, a copy of which is
attached hereto as Exhibit F (the "Settlement Agreement "), which is in the process of being approved
and executed by Marathon and the Authority; and
WHEREAS, the Settlement Agreement provides for the execution of (i) the Easement
Amendment with License (the `Basement Amendment "), a copy of which is set forth in the
Settlement Agreement, which amends the Marathon Easements and (ii) a Development Agreement, a
copy of which is set forth in Settlement Agreement, which provides certain terms and conditions by
which improvements to the Project subject to the Marathon Easements may be constructed and
operated (the "Development Agreement "); and
WHEREAS, the Easement Amendment and the Development Agreement were negotiated
with Marathon, with the advice and consent of the Developer, and the Development Agreement
requires the execution of the Developer; and
WHEREAS, the Development Agreement must be recorded prior to any work commencing
on the Utility Improvements on the portion of the Property subject to the Marathon Easements, as
amended by the Easement Amendment; and
WHEREAS, the Developer desires to commit to (i) the completion of the Project and the
purchase of the Property at this time to allow for the timely completion of the Utility Improvements
and (ii) subject to the execution of the Settlement Agreement by the various parties, the execution of
the Development Agreement; and
WHEREAS, the Commission desires to replat and rezone a portion of the Property to clarify
the Property's boundaries and encumbrances; and
WHEREAS, the Commission and the Developer desires to have the Property transferred to
the Company upon the completion of the replatting process and the fulfillment of the closing
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and obligations in this
Agreement, the parties agree as follows:
• SECTION I. SALE, PURCHASE PRICE.
. Subject to all of the terms of this Agreement, the Commission agrees to sell and the
Developer agrees to purchase the Property for the sum of Three Hundred Thirty Nine Thousand Two
Hundred and 00 /100 Dollars ($339,200.00) ( "Purchase Price "), to be paid in cash or by certified
check when the deed conveying the Property to the Company is delivered to the Developer.
SECTION II. CONVEYANCE OF PROPERTY.
A. Form of Deed. Subject to the transfers of the Properly to the Commission and the
terms of this Agreement, the Commission shall convey to the Developer title to the Property by quit
claim deed in the form set forth at Exhibit C ( "Deed "). In addition to the other conditions, covenants
and restrictions in this Agreement, such conveyance and title shall be subject to:
1. Building and use restrictions in the Plan (and its covenants) and this
Agreement.
2. Applicable building codes and zoning ordinances.
3. Any and all other covenants, restrictions, easements and reservations of
record.
• 4. Declaration of Protective Covenants and Restrictions of the Blackthorn
Corporate Center ( "Covenants "), dated as of the 19th day of March, 1993, and
as amended from time to time, and the Blackthorn Corporate Center
Development Guidelines ( "Guidelines "), dated as of the 19th day of March,
1993, and as amended from time to time.
5. An amended Utility Easement in the form set forth at Exhibit D.
6. Marathon Easements as amended by the Easement Amendment with License
set forth at Exhibit F.
7. Development Agreement in the form set forth at Exhibit F.
B. Time and Place of Closing on Sale of the Property. Subject to the terms and
conditions of this Agreement, the Commission shall deliver the Deed and possession of the Property
to the Developer on August 31, 2006 or earlier if the parties mutually agree in writing. Conveyance
shall be made at the offices of City of South Bend Department of Redevelopment. Fees for closing
services provided by the title company shall be borne by the Commission. The Developer shall
accept the conveyance and pay the Purchase Price to the Commission at that time and place.
Prior to closing and as a condition precedent thereto, Developer must execute the
Development Agreement as set forth at Exhibit F and provide to the Commission evidence
•
satisfactory to the Commission of a binding commitment by a financial institution for financing of
the Project.
C. Apportionment of Current Taxes. The Commission shall bear the portion of the
current taxes (if any) on the Property which are a lien on the date of delivery of the Deed to the
Developer.
D. Recordation of Deed. The Commission shall promptly record the Deed in the St.
Joseph County Recorder's Office and shall pay the costs for recording the Deed.
E. Title Insurance. The Commission shall furnish the Developer a title insurance policy
which insures the Developer's title in a sum equal to the Purchase Price and subject only to those
items provided for in the Agreement.
F. Condition Precedent to Closing. Prior to, and as a condition precedent to closing, the
Commission shall provide to Developer an ALTA Land Survey of the Property.
SECTION 1II. FAITHFUL PERFORMANCE GUARANTEE
A. Amount. At or prior to the time of executing this Agreement, the Developer shall
deliver to the Commission a faithful Performance Guarantee ( "Deposit ") in a form satisfactory to the
Commission in the amount of Thirty Three Thousand Nine Hundred Twenty and 00 /100 Dollars
($33,920.00) as security for performing its obligations under this Agreement.
B. Retention by Commission. If before the issuance of a Certification of Completion as
provided in Section VI of this Agreement, the Developer defaults in its obligations under this
Agreement and fails to cure such defect as this Agreement provides, then the Commission may
exercise any and all rights it may have pursuant to the Deposit without any reduction, offset, or
recoupment, as liquidated damages. Exercise of these rights shall be in addition to any other
remedies and shall not waive any other right under this Agreement or other laws.
C. Return to Developer. Upon issuing the Certificate of Completion upon completion of
redevelopment as required by this Agreement, the Commission shall return the Deposit to the
Developer.
SECTION IV. NATURE OF IMPROVEMENTS; TIME FOR COMMENCEMENT
AND COMPLETION.
A. Nature of Improvements. The construction of Project on the Property shall be
substantially of the same size, scope and nature as that specified in the advertisement for bids and as
proposed by the Developer in its bid to the Commission for disposition and development of the
Property. In awarding the bid to the Developer, the Commission relied upon all representations,
descriptions, discussions, drawings and other representations by the Developer of the Project. Those
matters are incorporated into this Agreement by reference together with the bid packet of the
Developer as well as the narrative description of the Project submitted with the bid, as amended and
a copy of all of which are attached to this Agreement as Exhibit E (the "Site Plans ").
B. Time for Construction. Construction of the Project on the Property shall begin within
60 days of the latter of: (i) the Closing Date or (ii) the completion of the Utility Improvements. The
Project shall qualify for the award of a certificate of occupancy from the Building Commissioner of
the City of South Bend, Indiana, within fifteen (15) months after commencement of construction.
SECTION V. TIME FOR CERTAIN OTHER ACTIONS.
A. Time for Submitting Plans for Design Development Review. The Developer shall
submit for approval by the Department of Redevelopment the Site Plan, in final form, detailing
building materials, construction, and landscaping which must be approved prior to the
commencement of construction. The approved final Site Plan (the "Final Site Plan ") shall be
recorded as an addendum to this Contract for Sale of Land in the form set forth at Exhibit E and
serve the Commission in its determination that Developer has completed the Project and is entitled to
the Certificate of Completion as provided in Section VI.
B. Time for Submittiniz Financial Commitment. Prior to closing on the sale of the
Property, the Developer shall submit to the Commission evidence satisfactory to the Commission of
isbinding commitments for financing the Project.
C. Time for Awarding of Utility Improvement. Prior to closing on the sale of the
Property, the City shall award a contract for the Utility Improvements.
SECTION VI. COMPLETION.
A. Certificate of Completion. Promptly after the Developer completes the Project under
this Agreement and in substantial accordance with the Final Site Plan, the Commission shall furnish
the Developer with a Certificate of Completion. This Certificate shall be a conclusive determination
of satisfaction and termination of all covenants, requirements, obligations and the like in the
Agreement and Deed, except the covenants of Section VII of the Agreement and Section III of the
Deed. After the issuance of the Certificate of Completion by the Commission, neither the
Commission nor any other party shall thereafter have or be entitled to exercise any rights, remedies,
or controls otherwise available with respect to the Property as a result of a default in or breach of any
provisions of the Agreement or the Deed by the Developer or any successor in interest or assign,
unless:
a. the Developer, any lessee, or any other successor in interest or assign defaults
or breaches the covenants of Section VII of the Agreement or Section III of
the Deed, and
b. the right, remedy or control relates to such default or breach.
B. Form of Certification. Each Certification provided for in this Section shall be in such
form as to be recordable in the St. Joseph County Recorder's Office.
C. Refusal or Failure to Provide Certification. If the Commission refuses or fails to
provide Certification within thirty (30) days after the Developer's written request, the Commission
shall provide the Developer with a written statement indicating how the Developer failed to comply
with the provisions of this Agreement and giving the measures necessary, in the Commission's
opinion, for the Developer to take in order to obtain such certification.
SECTION VII. RESTRICTIONS UPON USE OF PROPERTY.
A. Agreements of Developer. The Developer agrees and the Deed shall state that the
Developer and its successors and assigns shall:
Devote the Property only to uses under the Plan; and
2. Not discriminate on the basis of race, color, creed, sex or national origin in
the sale, lease, rental, use or occupancy of the Property.
B. Enforceability of Covenants. The parties agree and the Deed shall expressly state that
the covenants in this Section shall be covenants running with the land and, except only as otherwise
specifically provided in the Agreement, shall be binding for the benefit of and shall be enforceable
by:
1. the Commission;
2. its successors and assigns;
3. the City of South Bend;
4. any successors in interest to the Property.
The covenants shall be enforceable against:
the Developer;
2. its successors and assigns;
3. every successor in interest to the Property; and
4. any party in possession or occupancy of the Property.
The parties further agree that the covenants in subsection VII(A)(1) shall remain in effect
from the date of the Deed until December 31, 2015. The covenants in subsection VII(A)(2) shall
remain in effect without limitation as to time but shall bind the Developer, each successor in interest
to the Property, and each party in possession only for the time that the party or successor shall have
title to, an interest in, or possession of the Property.
The terms "uses specified in the Plan" and "land use" shall include the land and all buildings,
housing and other requirements or restrictions of the Plan pertaining to such land uses and
improvements to the Property.
C. Beneficiaries of Covenants. The parties also agree that the Commission and its
successors and assigns shall be deemed beneficiaries of the covenants in this Section.
The Deed shall state that the covenants shall run in favor of the Commission for the entire
period the covenants shall be in force and effect, regardless of whether the Commission has at any
time been, or is the owner of any land or interest in any land in favor of which such covenants relate.
If the above covenants are breached, the Commission shall have all of the rights and remedies
to which they or any other beneficiary of the covenant may be entitled.
SECTION VIII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
A. Representations as to Development. The Developer represents and agrees that its
purchase of the Property and its other undertakings under this Agreement are and will be used for
development of the Property and not for speculation in land holding. The Developer further
recognizes that:
1. in view of the importance of the development of the Property to the general
welfare of the City,
2. the substantial financial and other public assistance that has been made
available by law and by the federal and local governments for the purpose of
making such development possible, and
3. the fact that a transfer in ownership of the Developer is for practical purposes
a transfer or disposition of the Property then owned by the Developer;
the qualifications and identity of the Developer and its members, shareholders, and/or partners are of
particular concern to the City and the Commission. The Developer further recognizes that it is due to
such qualifications and identity that the Commission is entering into this Agreement with the
Developer, and in so doing is further willing to accept and rely on the obligations of the Developer
for the faithful performance of all undertakings and covenants.
IsB. Prohibition Against Transfer of Interest. The Developer agrees that any transactions
with respect to the equity of the Developer, including any increased capitalization, merger, transfer
or transfers of ownership of the outstanding stock of the Developer, or otherwise, which results in
the ownership by persons who are not presently members or shareholders of the Developer of 50% or
more of the outstanding equity of the Developer at any time prior to the date of issuance of a
Certificate of Completion, will constitute a violation of this Agreement unless the Commission has
given prior written approval to such transfer or transfers, which approval will not be unreasonably
withheld.
C. Prohibition Against Transfer of Property or Assignment of Agreement. The
Developer represents and agrees for itself, its successors and assigns, that except for security for
obtaining financing needed to enable the Developer to make the improvements under this
Agreement; and except for any other purpose authorized by this Agreement, the Developer has not
made or will not make prior to receiving the Certificate of Completion:
(a) any total or partial sale, assignment, conveyance, or lease; or
(b) any trust or power; or
(c) any transfer in any other mode or form, with respect to the Agreement or the
Property or any part thereof, any interest therein; or
(d) any contract or agreement to do any of the above without prior written
approval of the Commission, which approval shall not be unreasonably
withheld.
D. Approval of Qualifications Prior to Transfer. The Commission may require as
conditions precedent to any approval of transfer or assignment any and all information regarding the
qualifications, financial responsibility, legal status, experience, background, and any and all other
information it deems necessary or desirable in order to achieve and safeguard the purposes of the
Act, the Plan, and this Agreement.
E. No Transfer of Developer's Oblijzations. Absent specific written agreement by the
Commission to the contrary, no transfer or approval by the Commission thereof shall relieve the
Developer or any other party bound in any way by the Agreement or otherwise with respect to the
construction of the improvements and completion of the Project from any of its obligations with
respect thereto.
F. Information as to Interest. The Developer agrees that during the period between
execution of this Agreement and the Commission's issuance of the Certificate of Completion, the
Developer will promptly notify the Commission of any and all changes in the ownership of stock or
partnership interest, or any other act or transaction involving or resulting in any change in the
ownership of such interest in the Developer or the relative distribution thereof, of which it or any of
its officers have been notified or otherwise have knowledge or information, and which results in the
ownership of 50% or more of all outstanding equity of the Developer by persons who are not
presently shareholders or members of the Developer.
1 ]
SECTION IX. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES.
A. Limitation Upon Encumbrance of Property. Prior to the Commission's issuing a
Certificate of Completion, the Developer shall not:
1. engage in any transaction creating any encumbrance upon the Property,
whether by express agreement or operation of law; or
2. allow any encumbrance to be made on the Property, except for obtaining
funds needed to make the improvements constituting the Project.
Before securing any financing by mortgage or similar lien instrument with regard to any part of the
Property, the Developer shall notify the Commission. The Developer shall promptly notify the
Commission of any encumbrance that has been attached to the Property, whether by the Developer's
voluntary act or otherwise. For any mortgage financing made under this Agreement, the Property
may, at the Developer's option, be divided into several parts if such subdivision:
in the Commission's opinion is not inconsistent with the purpose of the Plan,
the Project and this Agreement; and
2. is approved in advance in writing by the Commission.
Any subdivision under this section must also be approved by any other local government agencies
whose action is required for such subdivision under local or state law.
B. Mortgagee Not Obligated to Construct. Notwithstanding any of the provisions of this
Agreement any mortgage holder authorized by the Agreement shall not be obligated by this
Agreement to construct or complete the Project or to guarantee such construction or completion. No
covenants or provisions in the Deed shall be construed so to obligate such holder unless the holder
assumes ownership of the Project. Nothing in this Agreement shall be construed to permit or
authorize any such holder to use the Property in any manner not provided for or permitted in the Plan
or this Agreement or to construct any improvements other than those provided for or permitted in the
Plan or this Agreement.
C. Copy of Notice of Default to Mortgagee. _ Whenever the Commission delivers a notice
or demand to the Developer with respect to any breach or default under this Agreement the
Commission shall at the same time forward a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such holder as shown in the records of
the Commission.
•
D. Mortga eeg 's Option to Cure Defaults. After any breach or default referred to in
subsection C, above, each such holder shall have the right at its option:
1, to cure or remedy such breach or default to the extent that it relates to the part
of the Property covered by its mortgage; and
2. to add the cost of doing so to the mortgage debt and the lien of its mortgage.
Such holder shall not undertake or continue the construction beyond the extent necessary to conserve
or protect those improvements or construction already made without first having expressly assumed
the obligation to complete the construction on the property.
This assumption shall be made by written agreement pursuant to terms and conditions
satisfactory to the Commission. Any holder who properly completes the Project shall be entitled to
request a Certificate of Completion under the same terms and conditions provided for the Developer
under Section VI.
E. Commission's Option to Payortgage Debt or Purchase Property. In any case, where
after default or breach by the Developer or any successor in interest under the Agreement, any
mortgage holder of any part of the Property:
1. has, but does not exercise, the option to complete the improvements relating
to the part of the Property covered by its mortgage or for which it has
obtained title, and such failure continues for a period of sixty (60) days after
the holder has been notified or informed of the default or breach; or
2. begins construction but does not complete such construction within the
period as agreed upon by the Commission and such holder (which period
shall in any event be at least as long as the period prescribed for such
construction or completion in the Agreement), and such default shall not have
been cured within sixty (60) days after written demand by the Commission so
to do,
the Commission shall have the option of paying to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured under it, and every mortgage instrument
made prior to the Commission's issuance of a Certificate of Completion of construction with respect
to the Property by the Developer or successor in interest shall so provide. In the event ownership of
any part of the Property has vested in such holder by way of foreclosure or action in lieu of
foreclosure, the Commission shall be entitled, at its option, to a conveyance of any part of the
Property (as the case may be) upon delivering to such holder an amount equal to the sum of:
i. the mortgage debt at the time of foreclosure or action in lieu of
foreclosure, less all appropriate credits, including those resulting from
collection and application of rentals and other income received during
foreclosure proceedings;
iii. all expense with respect to the foreclosure;
iii. the net expense, if any, exclusive of general overhead, incurred by
such holder in and as a direct result of the subsequent management of
the Property;
iv. the costs of any improvements made by such holder; and
V. an amount equivalent to the interest that would have accrued on the
aggregate of such amounts had all such amounts become part of the
mortgage debt and such debt had continued in existence.
F. Commission's Option to Cure Mortgage Default. Prior to the Commission's issuance
of a Certificate of Completion, if the Developer or any successor in interest defaults or breaches any
of its obligations under any mortgage or other instrument creating an encumbrance or lien upon any
part of the Property, the Commission at its option may cure such default or breach. If this occurs, the
Developer or successor in interest shall reimburse the Commission for all costs incurred by the
Commission in curing such default or breach. Such reimbursement shall be in addition to and
without limitation upon any other rights or remedies to which the Commission is entitled. Any such
lien shall be subject always to the lien (including any lien contemplated, because of advances yet to
be made) of any then existing mortgages on the Property authorized by the Agreement, including any
lien contemplated, because of advances yet to be made.
G. Mortgage and Holder. For the purposes of this Agreement, the term "mortgage" shall
include a deed of trust or other instrument creating an encumbrance or lien upon any part of the
Property as security for a loan to construct and otherwise finance the Project; the term "holder" in
reference to a mortgage shall include any insurer or guarantor of any obligation or condition secured
by such mortgage or deed of trust, including, but not limited to, the Federal Housing Commissioner,
the Administrator of Veterans Affairs, and any successor in office of either such official.
SECTION X. REMEDIES.
A. In General. Except as otherwise provided in the Agreement, upon any default in or
breach of the Agreement by either party or any successor to such party, such party (or successor),
upon written notice from the other, shall proceed immediately to cure or remedy such default or
breach within thirty (30) days after receiving the notice. If action is not taken or not diligently
pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved
party may institute proceedings necessary or desirable in its opinion to cure and remedy the default or
breach, including, but not limited to, proceedings to compel specific performance by the party in
default or breach of its obligations.
B. Termination by Developer Prior to Conveyance.
1. If the Commission does not tender conveyance or possession of the Property
in the manner and condition and by the date provided in the Agreement, and any such failure
is not cured within forty -five (45) days after the date of written demand by the Developer, the
Agreement shall be terminated at the option of the Developer, by written notice to the
Commission, and, except for return of the Deposit, neither the Commission nor the
Developer shall have any further rights against or liability to the other under the Agreement:
2. If the Developer furnishes evidence reasonably satisfactory to the Commission
that, after and despite reasonably diligent effort for a period of sixty (60) days after the date
of this Agreement, it has been unable to obtain mortgage financing for the Project on a basis
and on terms that would generally be considered satisfactory by builders or contractors for
construction of the nature and type of the Project, the Developer shall, after having submitted
such evidence and if so requested by the Commission, continue to make diligent efforts to
obtain such financing for a period of sixty (60) days after such request. If the Developer fails
to obtain financing after efforts listed above, then the Agreement shall, at the option of the
Commission or the Developer, be terminated by written notice thereof to the other party, and
neither the Commission nor the Developer shall have any further rights against or liability to
the other under the Agreement excepting that (i) the Commission will retain the performance
guarantee (Deposit) as provided under Section III herein and (ii) the Developer shall
reimburse the Commission for the Utility Improvements provided for in Section XI.
C. Termination by Commission Prior to Conveyance. In the event that:
a. prior to conveyance of the Property to the Developer and in violation of the
Agreement:
i. the Developer (or successor in interest) assigns or attempts to assign
the Agreement or any rights therein or the Property, or
ii. there is any change in the ownership of the Developer or with respect
to the identity of the parties holding an ownership interest in the
Developer or the degree thereof, which the Commission reasonably
has refused to approve; or
b. the Developer does not submit reasonably satisfactory architectural and site
plans, or evidence of necessary equity capital and mortgage financing, in
satisfactory form and in the manner and by the dates respectively provided in
the Agreement therefor; or
C. the Developer does not pay the Purchase Price and take title to the Property
upon tender of conveyance by the Commission pursuant to the Agreement,
then the Agreement and any rights of the Developer in the Agreement and the Property shall, at the
option of the Commission, without need of the consent of the Developer, be terminated: Provided,
however, that with respect to any default or failure referred to in subdivisions (a), (b), or (c) of this
Section X.C. a period ofthirty (3 0) days shall be given to cure such failure or default after the date of
. written demand by the Commission shall be given to cure such failure or default.
In the event of any default or failure referred to in subdivisions (a) (b) or (c) of this Section
X.C., which remains uncured by the Developer after notice and opportunity to cure have been
provided by the Commission, the Deposit shall be retained by the Commission as liquidated damages
and as its property without any deduction, offset, or recoupment whatsoever, and the Developer shall
be required to reimburse the Commission for the Utility Improvements made pursuant to Section XI
hereof. Other than the foregoing, neither the Developer (or successor in interest) nor the
Commission shall have any further rights against or liability to the other under the Agreement.
D. Revestina Title in Commission upon Happening of Event Subsequent to Convey
to Developer. If subsequent to conveying any part of the Property to the Developer and prior to the
issuance of a Certificate of Completion regarding the Project by the Commission:
1. the Developer (or successor in interest) shall default in or violate its
obligations with respect to the construction of the Project, including the
nature and the dates for the beginning and completion thereof, or shall
abandon or substantially suspend construction work, and any such default,
violation, abandonment, or suspension shall not be cured, ended, or remedied
within three (3) months (six (6) months, if the default is with respect to the
date of completion of the construction) after written demand by the
Commission so to do; or
2. the Developer (or successor in interest) shall fail to pay real estate taxes or
assessments on the Property when due, or shall place thereon any
encumbrance or lien unauthorized by the Agreement, or shall cause any levy
or attachment to be made, or any materialmen's or mechanics' lien, or any
other unauthorized encumbrance or lien to attach, and such taxes or
assessments are not paid, or the encumbrance or lien removed or discharged
or provision reasonably satisfactory to the Commission made for such
payment, removal, or discharge, within ninety (90) days after written demand
by the Commission so to do; or
3. there is, in violation of the Agreement, any transfer of any part of the
Property, or any change in the ownership or distribution of the stock or
controlling interest of the Developer, or with respect to the identity of the
parties in control of the Developer or the degree thereof as provided in
Section VIII, and such violation shall not be cured within sixty (60) days after
written demand by the Commission to the Developer,
then the Commission shall have the right to re -enter and take possession of the Property and to
terminate and revest in the Commission the estate conveyed by the Deed to the Developer. The
intent of this provision, together with other provisions of the Agreement, is that the conveyance of
the Property to the Developer shall be made upon, and that the Deed shall contain, a condition
subsequent to the effect that the event of any default, failure, violation, or other action or inaction by
the Developer specified in this paragraph D the Developer's failure to remedy, end, or abrogate such
default, failure, violation, or other action or inaction, within the period and in the manner stated in
such subdivisions, the Commission at its option may declare a termination in favor of the
Commission of the title, and of all the rights and interest in and to the Property conveyed by the
Deed to the Developer, and that such title and all rights and interests of the Developer, and any
assigns or successors in interest to and in the Property, shall revert to the Commission; provided, that
such condition subsequent and any revesting of title as a result thereof in the Commission:
1. shall always be subject to and limited by, and shall not defeat, render invalid,
or limit in any way, (i) the lien of any mortgage authorized by the Agreement,
and (ii) any rights or interests provided in the Agreement for the protection of
the holders of such mortgages; and
2. shall not apply to individual parts of the Property, if any, (or in the case of
parts leased, the leasehold interest) on which the construction thereon has
been completed under the Agreement and for which a Certificate of
Completion has been issued as provided in Section VI.
In addition to, and without in any way limiting the Commission's right to reentry as provided
for in the preceding paragraph, the Developer shall reimburse the Commission for the Utility
Improvements made pursuant to Section XI hereof and the Commission shall have the right to retain
the Deposit, as provided in Section III hereof, without any deduction, offset or recoupment
whatsoever, in the event of a default, violation or failure of the Developer as specified in the
preceding paragraph.
E. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in the
Commission of title to the Property or any part thereof as provided in paragraph D above, the
Commission shall, pursuant to its responsibilities under State law, use its best efforts to resell the
Property or part thereof (subject to such mortgage liens and leasehold interests as set forth in
paragraph D above) as soon and in such manner as the Commission shall find feasible and consistent
with the objectives of State law and of the Plan to a qualified and responsible party or parties (as
determined by the Commission) who will assume the obligation of making or completing the
construction of the Project in its stead or of another project as shall be satisfactory to the
Commission and in accordance with the uses specified for such Property or part thereof in the Plan.
Upon such resale of the Property, the proceeds shall be applied:
First, to reimburse the Commission, on its own behalf or on behalf of the
City, for all costs and expenses incurred by the Commission, including but
not limited to:
a. salaries of personnel, in connection with the recapture, management,
and resale of the Property or part thereof, but less any income derived
by the Commission from the Property or part thereof in connection
with recapture such management or resale;
40 b. all taxes, assessments, and water and sewer charges with respect to
the Property or part thereof, or, in the event the Property is exempt
from taxation or assessment or such charges during the period of
ownership thereof by the Commission, an amount, if paid, equal to
such taxes, assessments, or charges, as determined by the appropriate
assessing officials, as would have been payable if the Property were
not so exempt;
C. any payments made or needed to be made to discharge any
encumbrances or liens existing on the Property or part thereof at the
time of revesting of title in the Commission or to discharge or prevent
from attaching or being made any subsequent encumbrances or liens
due to obligations, defaults, or acts of the Developer, its successors or
transferees;
d. any expenditures made or obligations incurred in making or
completing the construction or any part thereof on the Property or part
thereof, including but not limited to the Utility Improvements made
pursuant to Section XI;
e. and any amounts otherwise owing the Commission by the Developer
and its successor or transferee; and
2. Second, to reimburse the Developer, its successor or transferee, up to the
amount equal to:
a. the sum of the Purchase Price paid by it for the Property (or allocable
to the part thereof) and the cash actually invested by the Developer in
construction on the Property or part thereof, less
b. any gains or income withdrawn or made by the Developer from the
Agreement or the Property.
Any balance remaining after such reimbursements shall be retained by the Commission as its
property.
F. Other Rights and Remedies of Commission, Waiver by Delay. The Commission
shall have the right to institute such actions or proceedings as it may deem desirable for effectuating
the purposes of this Section X. This would include the right to execute and record or file among the
public land records in the office in which the Deed is recorded a written declaration of the
termination of all the right, title, and interest of the Developer, and (except for such individual parts
upon which construction has been completed under the Agreement and for which a Certificate of
Completion as provided in Section VI is to be delivered, and subject to such mortgage liens and
leasehold interests as provided in Section X, paragraph D hereof) its successors in interest and
assigns, in the Property, and the revesting of title in the Commission. Any delay by the Commission
in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under
this Section X shall not operate as a waiver of such rights or to deprive it of or limit such rights in
any way. This provision intends that the Commission should not be constrained, so as to avoid the
risk of being deprived of or limited in the exercise of the remedy provided in this paragraph because
of concepts of waiver, laches, or otherwise, to exercise such remedy at a time when it may still hope
otherwise to resolve the problems created by the default involved; nor shall any waiver in fact made
by the Commission with respect to any specific default by the Developer under this paragraph be
considered or treated as a waiver of the Commission's rights to any other defaults by the Developer
under this paragraph or with respect to the particular default except to the extent specifically waived
in writing.
G. Enforced Delay in Performance for Causes Beyond Control of Party. For the purposes
of any of the provisions of the Agreement, neither the Commission nor the Developer, as the case
may be, nor any successors in interest, shall be considered in breach of or in default in its obligations
with respect to the preparation of the Property for the Project, or the beginning and completion of
construction, or progress in respect thereto, in the event of enforced delay in the performance of such
obligations due to unforeseeable causes beyond its control and without its fault or negligence. These
include, but are not limited to, acts of God, acts of the public enemy, acts of the federal government,
acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes,
and unusually severe weather, or delays of subcontractors due to such causes. The purpose and
intent of this provision is that in the event of the occurrence of any such enforced delay, the time or
times for performance of the obligations of the Commission with respect to the preparation of the
Property for development or of the Developer with respect to construction of the Project as the case
may be, shall be extended for the period of the enforced delays as determined by the Commission:
Provided, That the party seeking the benefit of the provisions of this paragraph shall, within ten (10)
days after the beginning of the enforced delay, have first notified the other party thereof in writing
and of the cause or causes thereof, and shall have requested an extension for the period of the
enforced delay.
H. Rights and Remedies Cumulative. The rights and remedies of the parties to the
Agreement, whether provided by law or by the Agreement, shall be cumulative. The exercise by
either party of any one or more of such remedies shall not preclude the exercise, at the same or
different times, of any other such remedies for the same default or breach or of any of its remedies
for any other default or breach by the other party. No waiver made by either such party with respect
to the performance, manner or time thereof, any obligation of the other party, or any condition to its
own obligation under the Agreement shall be considered a waiver of any rights of the party making
the waiver with respect to that particular obligation of the other party or condition to its own
obligation beyond those expressly waived in writing and to the extent thereof, or a waiver of any
respect in regard to any other rights of the party making the waiver or any other obligations of the
other party.
I. Party in Position of Surety With Respect to Obligations. The Developer, for itself, its
successors and assigns, and for all other persons who are or who shall become liable upon or subject
to any obligation or burden under the Agreement, whether by express or implied assumption or
10 otherwise, hereby waives, to the fullest extent permitted by law, any and all claims or defenses
otherwise available on the ground of its or their being or having become a person in the position of a
• surety, whether real, personal, or otherwise or whether by agreement or operation of law, including,
without limitation on the generality of the foregoing, any and all claims and defenses based upon
extension of time, indulgence, or modification of terms of contract.
SECTION XI. EASEMENTS, DEVELOPMENT AGREEMENT AND
IMPROVEMENTS
A. Utility Improvements. The Commission hereby agrees to construct and provide for
the Utility Improvements, which is anticipated to cost the Commission approximately $140,000.00.
In the evident that the Developer defaults under this Agreement or otherwise fails to proceed with the
Project, the Developer shall reimburse the Commission for its costs associated with the Utility
Improvements.
To induce the Commission to award a bid for the Utility Improvements, the Developer may
execute this Agreement prior to the Commission's execution and final approval thereof, and in such
case such execution and release of the Developer's signature page (whether by facsimile or original),
shall bind the Developer to the terms of this Agreement, provided that the Commission may only
enforce the terms thereof after the Commission executes this Agreement in the same form as
executed by the Developer.
The Developer acknowledges that the Utility Improvements may not commence on the
• portion of the Property subject to the Marathon Easements, as amended by the Easement Agreement
with License, until the Development Agreement attached hereto as Exhibit F is executed by all
parties and recorded. To the extent that the Commission awards a bid for the Utility Improvements
and the Utility Improvements are delayed because the Developer has not delivered its signature page
to the Authority, any damages or charges incurred by the Authority or the Commission as a result of
such delay shall be the obligation and responsibility of the Developer.
B. Easements of Record. The Developer hereby agrees to purchase the Property subject
to the easements of record, including the Marathon Easements, as amended by the Easement
Amendment with License, and the Development Agreement, and to construct the Project. The
Developer hereby acknowledges the terms and conditions of the Marathon Easements, as amended
by the Easement Amendment with License, and the Development Agreement and that it has
independently investigated and reviewed, to its satisfaction, the documents of the Commission
pertaining to the Marathon Easements, the Settlement Agreement and Release, the Easement
Amendment with License and the Development Agreement and has not relied solely upon the
representations of the Commission.
The Developer shall be responsible for and shall indemnify, defend, and safe harmless the
Commission, the City or any entity related thereto (collectively, the "City Entities ") from all claims,
suits, actions, damages and costs arising out of any and all damage due to acts of the Developer or its
contractors, agents or employees, with respect to the easements of record, including but not limited
to the Marathon Easements, as amended by the Easement Amendment with License, the
Development Agreement, and the Settlement Agreement. It is expressly understood that the City
Entities shall have no obligation to reimburse the Developer for any damages paid or incurred by the
Developer as a result of an action enforcing any easement of record or the Development Agreement.
The provisions of this paragraph shall survive the termination of this Agreement.
SECTION XII MISCELLANEOUS.
A. Conflict of Interest; Commission Representatives Not Individually Liable. No
member, official, or employee of the Commission shall have any personal interest, direct or indirect,
in the Agreement, nor shall any such member, official, or employee participate in any decision
relating to the Agreement which affects his personal interests or the interests of any corporation,
limited liability company, partnership, or association in which he /she is, directly or indirectly,
interested. No member, official, or employee of the Commission shall be personally liable to the
Developer, or any successor in interest, in the event of any default or breach by the Commission or
for any amount which may become due to the Developer or successor or assign or on any obligations
under the terms of the Agreement.
B. Recordation. This Agreement shall be recorded in the office of the St. Joseph County
Recorder immediately prior to the closing on the Project unless one of the parties thereto records this
agreement on its own accord.
C. Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
1. The Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
Developer agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
2. The Developer will state, in all solicitations or advertisements for employees
placed by or on behalf of the Developer, that all qualified applicants will
receive consideration for employment without regard to race, color, religion,
sex, or national origin.
D. Provisions Not Merged With Deed. None of the provisions of the Agreement are
intended to or shall be merged by reason of any Deed transferring title to the Property from the
Commission to the Developer or any successor in interest, and any such Deed shall not be deemed to
affect or impair the provisions and covenants of the Agreement.
E. Titles of Articles and Sections. Any titles of the several parts, sections, and
paragraphs of the Agreement are inserted for convenience or reference only and shall be disregarded
in construing or interpreting any of its provisions.
•
F. Counterparts. This Agreement may be executed in counterparts, all of which shall be
deemed originals.
G. Notices and Demands. A notice, demand, or other communication under the
Agreement by either parry to the other shall be sufficiently given or delivered if it is dispatched by
registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and
i. in the case of the Developer, is addressed to or delivered personally to the
Developer as follows:
General Manager
JF +A Properties, Ltd. /CII &P
272 E. Deerpath Road, Suite 244
Lake Forest, Illinois 60045
ATTN- James Follensbee, President
Compm
County Mayo /SB, LLC
c/o JF +A Properties, Ltd. /CII &P
272 E. Deerpath Road, Suite 244
Lake Forest, Illinois 60045
ATTN: James Follensbee, President
With copy to
Michael A. Moynihan, Esq.
Freeborn & Peters, LLP
Suite 3000
311 South Wacker Drive
Chicago, Illinois 60606
ii. in the case of the Commission is addressed to or delivered personally to the
Commission as follows:
South Bend Redevelopment Commission
1200 County -City Building
227 West Jefferson Boulevard
South Bend, Indiana 46601
ATTN: President
With copy to
Cheryl A. Greene, Esq.
Department of Law
City of South Bend, Indiana
1400 County -City Building
227 West Jefferson Boulevard
South Bend, Indiana 46601
or at such other address with respect to either such parry as that party may from time to time
designate in writing and forward to the other as provided in this Section.
H. Governing Law. This agreement shall be interpreted and enforced according to the
laws of the State of Indiana.
I. Corporate Authority. The undersigned person executing and delivering this
Agreement on behalf of the General Manager represents and certifies that he is the duly authorized
officer of the General Manager and has been fully empowered, by proper action by the General
Manager and the Company to execute and deliver this Agreement and that all necessary corporate
action has been taken and done by General Manager and the Company.
The undersigned persons executing and delivering this Agreement on behalf of the
Commission represent and certify that they are the duly authorized officers of the Commission and
have been fully empowered, by proper action by the Commission to execute and deliver this
Agreement and that all necessary corporate action has been taken and done by Commission.
(remainder of this page intentionally left blank)
I�
E
IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date first
written above.
SOUTH BEND REDEVELOPMENT COMMISSION
on behalf of City of South Bend, Department of
Redevelopment
Printed Name and Title
ATTEST:
Signature
Printed Name and Title
0 STATE OF INDIANA )
)SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared the South Bend Redevelopment Commission, on behalf of the City of South Bend,
Department of Redevelopment, by , the of the South Bend Redevelopment
Commission, and , the of the South Bend Redevelopment
Commission, and acknowledged the execution of the foregoing Contract for Sale of Land for Private
Development.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal
on , 2006.
My Commission Expires:
Notary Public
Residing in St. Joseph County, IN
1
STATE OF )
)SS:
COUNTY OF )
JF +A PROPERTIES, LTD. /CII &P, an Illinois Sub -S
Corporation
NO
James Follensbee, President
COUNTY MAYO /SB, LLC, an Illinois limited
liability company
By: JF +A PROPERTIES, LTD. /CII &P, its sole
Managing Member
James Follensbee, President
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared James Follensbee, President of JF +A Properties, Ltd. /CII &P on behalf of JF +A Properties,
Ltd. /CII &P and County Mayor /SB, LLC, as its sole managing member, and acknowledged the
execution of the foregoing Contract for Sale of Land for Private Development.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal
on , 2006.
My Commission Expires:
Notary Public
Residing in _
This instrument was prepared by: Shawn E. Peterson, Assistant City Attorney, City of South Bend. 1400 County -City Building, South Bend, IN 46601.
El
EXHIBIT A
Legal Description of Property
The Site, as defined in this Agreement, shall consist and apply to only the following
parcels:
Lot 3A
Lot 3A Blackthorn Corporate Office Park Major Subdivision #Two
Section Three, recorded May 29, 2001 in the Office of the Recorder of
St. Joseph County, Indiana, as Instrument No. 0123942
(Such property shall be referred to herein as "Lot 3A ".)
Lot 7
A part of Lot seven (7) in Blackthorn Corporate Office Park as recorded
under Instrument Number 9438010 in the Office of the Recorder of St.
Joseph County, Indiana, particularly described as follows:
Beginning at a Northerly corner of said Lot 7, which corner
being common with the most westerly corner of lot 3A in
Blackthorn Corporate Office Park, Minor #10, as recorded
under Instrument Number 0123942 in the Office of said
Recorder; Thence South 38 degrees 59 minutes 52 seconds
East along a common line to said Lots 7 and 3A, a distance of
375.00 feet to the most Southerly corner of said Lot 3A;
Thence North 57 degrees 05 minutes 00 seconds West, a
distance of 125.29 feet; Thence North 38 degrees 59 minutes
52 seconds West parallel to said common line of Lot 7 and Lot
3A, a distance of 256.85 feet to a point on the Southeasterly
right of way line of Nimtz Parkway, said point on a non-
tangent curve concave to the Northwest having a radius of
790.00 feet, a central angle of 2 degrees 55 minutes 06 seconds
and chord of 40.23 feet bearing North 57 degrees 11 minutes
35 seconds East; Thence Northeasterly along said curve, a
distance of 40.24 feet to the point of beginning.
(Such property shall be referred to herein as "Lot 7 ".)
0
EXHIBIT B
[sewer relocation plans]
•
0
EXHIBIT C
[Form of Deed]
u
i
It
MAIL DEED TO:
City of South Bend Department
of Redevelopment
227 W. Jefferson, Suite 1200
South Bend, IN 46601
MAIL TAX BILL TO:
County Mayo /SB, LLC
c/o JF +A Properties, Ltd. /CII &P
272 E. Deerpath Road, Suite 244
Lake Forest, IL 60045
AUDITOR'S RECORD
Transfer No.
Taxing Unit.
Date
Tax Key No.
QUIT CLAIM DEED
(Private Redevelopment)
THIS INDENTURE WITNESSETH, that the City of South Bend, Department of
Redevelopment, in St. Joseph County, Indiana ( "Grantor "), conveys and quit claims to
County Mayo /SB, LLC ( "Grantee "), for and in consideration of Ten and 00 /100 Dollars
($10.00), the receipt of which is hereby acknowledged, the following described real estate
in the City of South Bend, St. Joseph County, Indiana ("Real Estate "):
See attached Exhibit A
SECTION I. This Deed is subject to the covenants, conditions, restrictions, and
provisions of the Contract for Sale of Land for Private Redevelopment entered into
between the Grantor and the Grantee dated March 24, 2006, a copy of which was recorded
on May 2006, as Document No. , in the Office of the
Recorder in St. Joseph County, Indiana ( "Agreement ").
The Grantee may not convey this Real Estate, or any part thereof, without the
consent of the Grantor until the Certificate of Completion, as described in the Agreement,
releasing the Grantee from the obligations of the Agreement as to this Real Estate, or such
part thereof then to be conveyed, has been placed on record. This provision, however, in
no way prohibits conveyance of the Real Estate incidental to a judicial foreclosure sale nor
prevents the Grantee from mortgaging this Real Estate in order to obtain funds for the
purchase of Real Estate hereby conveyed and for erecting improvements thereon in
conformity with the Economic Development Plan for the Airport Economic Development
Area ( "Plan") and applicable provisions of the Zoning Ordinance of the City of South
Bend, Indiana.
The terms and covenants of the Agreement pertaining to the redevelopment of the
Real Estate and to the improvements shall be deemed covenants running with the land.
It is specifically agreed that the Grantee shall promptly begin and diligently
prosecute to completion the redevelopment of the Real Estate through the construction of
the improvements thereon, as provided in the Agreement, and as represented to the Grantor
in public documents of the Grantor, including but not limited to the bid proposal submitted
to the Grantor by Grantee ( "Project "). Such construction shall be begun no later than sixty
(60) days of the recording of this Deed, and qualify for a certificate of occupancy from the
1
•
Building Commissioner of the City of South Bend within twelve months (12) months
thereafter.
Promptly after completion of the Project, the Grantor will furnish the Grantee with
an appropriate instrument so certified. Such certification by the Grantor shall be (and it
shall be so provided in the certification itself) a conclusive determination of satisfaction
and termination of all covenants, requirements, obligations and the like in the Agreement,
and in this Deed, except the covenants of Section VII of the Agreement and Section III
herein for the limited time set forth therein. All certifications provided for herein shall be
in such form as will enable them to be recorded with the Office of the Recorder of St.
Joseph County.
SECTION II. In the event the Grantee herein, prior to the recording of the
Certificate of Completion hereinabove referred to, shall:
(a) default in or violate any obligations with respect to the construction of the
improvements provided for in this Deed and the Agreement, or abandon or
substantially suspend construction work, and any default, or violation,
abandonment, or suspension is not cured, ended, or remedied within three
(3) months (six (6) months if the default is with respect to the date for the
completion of the improvements) after written demand by the Grantor so to
do; or
(b) fail to pay real estate taxes or assessments on the Real Estate or any part
thereof when due, or shall place thereon any encumbrance or lien not
authorized by the Agreement with the Grantor, or shall suffer any levy or
attachment to be made, or any materialmen's or mechanic's liens or any
other unauthorized encumbrances or lien to attach, and such taxes or
assessments are not paid or the encumbrance or lien removed or discharged,
or provisions satisfactory to the Grantor made for such payments, removal
or discharge, within ninety (90) days after written demand by the Grantor so
to do; or
(c) in violation of the Agreement or of this Deed, transfer the Real Estate or
any part thereof, or if there is any change in the ownership or partnership
interests, or to the identity of the parties in control of the Grantee or either
of them or the degree thereof, and such violation is not cured within sixty
(60) days after written demand by the Grantor;
then the Grantor shall have the right to re -enter and take possession of the Real Estate and
to terminate and revest in the Grantor the estate conveyed by this Deed to the Grantee, its
assigns or successors in interest. Such reversion of title shall, however, be subject to the
lien of any outstanding mortgage authorized by the Agreement.
2
•
SECTION III. The Grantee agrees for itself and its successors and assigns to or of
the Real Estate any part thereof, hereinabove described, that the Grantee and such
successors and assigns shall
(a) devote the Real Estate to, and only to, and in accordance with the uses
specified in the Plan;
(b) not discriminate upon the basis of race, sex, color, religion, or national
origin in the sale, lease or rental or in the use or occupancy of the Property
or any improvements erected or to be erected thereon, or any part thereof.
It is intended and agreed that the above and foregoing agreements and covenants
shall be covenants running with the land; and that they shall, in any event, and without
regard to technical classification or designation, legal or otherwise, and except only as
otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by
law and equity, for the benefit and in favor of, and enforceable by, the Grantor, its
successors and assigns, and the City, and any successor in interest to the Real Estate, or
any part thereof, and the owner of any other land or any interest in such land in the Airport
Economic Development Area which is subject to the land use requirements and restrictions
of the Plan, and the United States (in the case of covenant in clause (b)) against the
Grantee, its successors and assigns, and every successor in interest to the Real Estate, or
any part thereof. It is further intended and agreed that the agreement and covenant
provided in clause (a) shall remain in effect until December 31, 2015 (at which time such
agreement and covenant shall terminate) and the agreements and covenants provided in
clause (b) shall remain in effect without limitation as to time; provided, however, that such
agreements and covenants shall be binding on the Grantee itself, each successor in interest
to the Real Estate, and every part thereof, and each party in possession or occupancy,
respectively, only for the period as such successor or party shall have title to, or an interest
in, or possession or occupancy of, the Real Estate or part thereof. The terms "uses
specified in the Plan" and "land use" referring to provisions of the Plan, or similar
language, in this Deed shall include the land and all buildings, housing, and other
requirements or restrictions of the Plan pertaining to such land.
SECTION IV. In amplification, and not in restriction, of the provisions of this
Deed, it is intended and agreed that the Grantor and its successors and assigns shall be
deemed beneficiaries of the agreements and covenants provided herein, and the United
States shall be deemed a beneficiary of the covenants in clause (b) of Section III hereof,
both for and in their own right, and also for the purposes of protecting the interest of the
community and the other parties, public or private, in whose favor or for whose benefit
these agreements and covenants have been provided. Such agreements and covenants shall
run in favor of the Grantor and the United States, for the entire period during which such
isagreements and covenants shall be in force and effect, without regard to whether the
3
•
•
Grantor or the United States has at any time been, remains, or is an owner of any land or
interest therein to, or in favor of, which such agreements and covenants relate. The Grantor
shall have the right in the event of any breach of any such agreement or covenant, and the
United States shall have the right in the event of any breach of the covenant provided in
clause (b) of Section III hereof, to exercise all rights and remedies, and to maintain any
actions or suits at law or in equity or other proper proceedings to enforce the curing of such
breach of agreement or covenant, to which it or any other beneficiaries of such agreement
or covenant may be entitled.
SECTION V. This Deed is also given subject to:
(a) Easements, Restrictions, and Agreements of record.
(b) Covenants, Conditions, and Restrictions contained in the Plan.
(c) Provisions of the zoning ordinances of the City of South Bend, Indiana,
insofar as they affect this real estate.
In the event any of the terms, conditions, obligations or restrictions herein conflict with
those contained in the Agreement, the terms, conditions, obligations and restrictions of the
Agreement, when read together as a whole, shall prevail.
SECTION IV. Grantor certifies under oath that no Indiana Gross Income Tax is due
or payable in respect to the transfer made by this deed.
(remainder of this page is intentionally left blank)
n
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in
its behalf by its duly authorized officers on May , 2006.
CITY OF SOUTH BEND DEPARTMENT
OF REDEVELOPMENT, by and through the
South Bend Redevelopment Commission
GRANTOR
am
Printed:
Its:
ATTEST:
an
Printed:
Its:
STATE OF INDIANA )
) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State,
personally appeared City of South Bend, Department of Redevelopment, by
and , known to me to be the
and , respectively of the South Bend
Redevelopment Commission, and acknowledged the execution of the foregoing Deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the _ day of 52006.
(SEAL)
My Commission Expires:
•
Notary Public
Residing in _
(Signature Page of Deed)
County, Indiana
•
STATE OF
SS:
COUNTY )
ACCEPTED:
COUNTY MAYO /SB, LLC, an Illinois
limited liability company
By: JF +A PROPERTIES, LTD. /CII &P,
its sole Managing Member
to
James Follensbee, President
Before me, the undersigned, a Notary Public, in and for said County and State,
personally appeared James Follensbee known to me to be the President of JF +A Properties,
Ltd. /CII &P, the sole Managing Member of County Mayo /SB, LLC and acknowledged the
execution of the foregoing Deed.
Is, IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the _ day of May _, 2006.
•
(SEAL)
Notary Public
Residing in County,
My Commission Expires:
This instrument was prepared by Shawn E. Peterson, Assistant City Attorney, City of South Bend, 1400 County-City Building, South
Bend, Indiana 46601.
EXHIBIT D
[Form of Utility Easement]
•
r�
GRANT OF PERMANENT UTILITY EASEMENT
THIS INDENTURE, made this _ day of May, 2006 by and between COUNTY MAYO /SB,
LLC (hereinafter "Grantor "), and the CITY OF SOUTH BEND, INDIANA (hereinafter "Grantee ").
WITNESSETH:
That for One Dollar ($1.00) and other good and valuable consideration, the receipt of which
Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a permanent
easement of the nature and at the location hereinafter set forth and described for the installation,
construction, operation, maintenance, adjustment, replacement, repair, alteration, removal,
modernization, and use of utility systems, including a sanitary sewer system, a water system, other
similar utility systems and related facilities, together with the right of ingress to and egress from said
easement for the purpose of installing, constructing, operating, maintaining, adjusting, replacing,
repairing, altering, removing, and modernizing said systems and other equipment or facilities
incident thereto, in, upon, over and under the following described real estate in the City of South
Bend, St. Joseph County, State of Indiana, briefly described at Exhibit A:
The easement granted herein shall pertain to the air, surface, and subsurface rights and
interests of the Grantor, for the use and benefit of the Grantee, and its successors, successors in
interest and assigns, to the nature and extent Grantee may desire said rights and interests to
accomplish and carry out the general purpose of this conveyance as the same has been hereinabove
expressed. The easement hereby granted expressly includes the right and privilege at reasonable
times to clean and remove from said easement such timber, brush, debris or obstructions interfering
with the utility systems in said easement.
Grantee shall restore the area disturbed by its work to as near the original conditions as is
reasonably practicable.
The Grantors reserve the right to use and occupy the surface area on and over the easement
provided that said use and occupancy does not in any way conflict or obstruct the Grantee's right to
use said surface for the purpose and intentions hereinabove expressed.
The easement granted herein and its associated benefits and obligations, shall constitute
covenants running with the real estate, and shall be binding upon the Grantor and be an obligation
thereof of every person or entity how or hereafter having any fee, leasehold, or other interest in all or
any part of the said real estate.
This indenture shall bind and inure to the benefit of the respective successors and assigns of
the parties hereto.
The Grantor hereby covenants with Grantee that it is lawfully seized and possessed of the
parcel of real estate hereinabove described; that it has a good and lawful right to sell and convey; and
that it will warrant and forever defend the title and quiet possession thereto against the lawful claims
of all persons whomsoever.
Grantor hereby releases any and all claims from whatsoever cause, incidental to the exercise
of any rights herein granted, except for damage to Grantor caused by the intentional or negligent act
or omission of Grantee, its agents, employees, or licensees.
(remainder of this page is intentionally left blank)
•
•
•
•
•
IN WITNESS WHEREOF, the said Grantor has executed this Grant of Permanent Utility
Easment on the date first set forth above.
COUNTY MAYO /SB, LLC, an Illinois limited
liability company
By: JF +A PROPERTIES, LTD. /CII &P, its sole
Managing Member
in
STATE OF )
)SS:
COUNTY OF )
James Follensbee, President
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared James Follensbee, President of JF +A Properties, Ltd. /CII &P on behalf of County
Mayor /SB, LLC, as its sole managing member, and acknowledged the execution of the foregoing
Grant of Permanent Utility Easement.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal
on , 2006.
My Commission Expires:
Notary Public
Residing in _
ACCEPTANCE
The City of South Bend, by and through its Board of Public Works, accepts this Grant of
Permanent Utility Easement.
Dated this day of , 2006.
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Gary Gilot
Carl Littrell
Don Inks
Attest:
Angela K. Jacob, Clerk
STATE OF INDIANA )
)SS:
COUNTY OF ST JOSEPH )
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared Gary Gilot, Carl Littrell, and Don Inks, the members of the City of South Bend, Board of
Public Works, and acknowledged the acceptance of the foregoing Grant of Permanent Utility
Easement.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal
on , 2006.
My Commission Expires:
Notary Public
Residing in _
EXHIBIT A
Legal Description of Permanent Utility Easement
�7-
i
EXHIBIT E
[Site Plans]
C
E
COUNTY MAYO
IRISH INN & PUB
COUNTY MAYO IRISH INN & PUB
LOT 3, BLACKTHORN CORPORATE CENTER
CITY OF SOUTH BEND, INDIANA
DEVELOPMENT PROFILE
COUNTY MAYO IRISH INN & PUB, LLC
Owner
c/o
JF +A PROPERTIES, LTD. /CII
Manager
269 Market Square
Lake Forest, Illinois 60045
(847)234 =1477 FAX: (847)234 -1607
E -Mail: JFJFA @aol.com
JAMES FOLLENSBEE + ASSOCIATES, LTD.
Architects Planners Engineers
269 Market Square
Lake Forest, Illinois 60045
(847) 234 -1476 FAX: (847) 234 -1607
JFA PROJECT: 2030
MARCH, 2001
4
COUNTY MAYO IRISH INN & PUB
South Bend., Indiana
JF +A PROPERTIES, LTD. /CII
PROJECT NO. 2030
PRELIMINARY DEVELOPMENT PROFILE
COVER SHEET
ARTIST'S RENDERING
TABLE OF CONTENTS
TABLE OF CONTENTS
COUNTY MAYO IRISH INN & PUB
DEVELOPMENT PROFILE
COUNTY MAYO IRISH INN & PUB
VERNON HILLS, ILLINOIS
I. EXECUTIVE SUMMARY
COUNTY MAYO IRISH INN & PUB
1.1
Property Description and Location
ES.1
1.2
Development Profile and Formal Submission
ES-2
of Proposal Forms
1.3
Contract Documents and Project Manual
ES.2 -3
1.4
The Irish Pub Concept ( "IPC ")
ES.3
1.5
The "Inn"
ES.3 -4
-
• The Irish Pub Concept Graphics
4 Pages
1.6
Owner's. Legal Structure
ES.4
• The Blarney Shuffle Graphic
1 Page
1.7
Developer and Management Team
ES.5
1.8
Project Architect
ES.5
1.9
Irish Pub Design Firm
ES.6
1.10 The Pub's and Inn's Design
ES.6
• Interior Furnishings Graphic
I Page
• Proposed Stained Glass Design Graphic
1 Page
TABLE OF CONTENTS (Continued)
1.11 Project Financing ES.7
1.12 Project Schedule ES.7
1.13 Final Development Profile and Submission ES.7
of Proposal Forms
1.14 Location Maps ES.8
• Partial Map State of Indiana showing proposed Lot 3 -
Blackthorn Corporate Park. 1 Page
• Detail Map - Blackthorn Corporate Park and Golf Course 1 Page
• Detail Map - Blackthorn Corporate Park and Golf Course 1 Page
II. PRELIMINARY ARCHITECTURAL EXHIBITS
Sheet No. Description
1
Title Sheet
A.1
Preliminary Site Plan
L
A.2
Basement Plan
A.3
Lower Level Plan
AA
Upper Level Plan
A.5
Roof Plan
L
A.6
Elevations
III. APPLICANT'S
CORPORATIONS AND AFFILIATES
f
1.0
Executive Summary - James Follensbee Owned Corporations 6 Pages
.
and Affiliates Dtd. February 13, 2001.
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COUNTY MAYO IRISH INN & PUB
South Bend., Indiana
JF +A PROPERTIES, LTD. /CII
PROJECT NO. 2030
PRELIMINARY DEVELOPMENT PROFILE
I. EXECUTIVE SUMMARY
COUNTY MAYO IRISH INN & PUB
1.1 Property Description and Location
The COUNTY MAYO IRISH INN & PUB is a 52 -Unit multi -use lodging and food
service facility designed as a traditional Irish Inn & Pub that is proposed to be developed on
Lot No. 3 consisting of 4.57 acres located immediately adjacent to the Blackthorn
Municipal Golf Course and five (5) minutes from the South Bend Regional Airport
accessible immediately off the Indiana East West Tollway at Route 31, in South Bend,
Indiana. The site is located approximately 15 minutes driving time to the east of Exit 77
providing access to Notre Dame University.
The site is controlled and owned by the South Bend Redevelopment Commission and
Authority, and is offered through its real estate agent - Stone Real Estate Group, also of
South Bend, Indiana.. JF +A Properties, Ltd. /CII proposes to submit its formal
Development Profile and required Proposal Forms and Faithful Performance Guarantee of
t $36,600.00 in certified funds for the fee simple purchase of Lot #3 prior to the end of
February for consideration by the South Bend Redevelopment Commission and Authority
at their first March, 2001 meeting.
The site's purchase cost per the Blackthorn Corporate Office Park Lot List Price published
on 9/1/99 is $366,000 or approximately $80,000 /acre, subject to negotiations to re -route
part of a Marathon Oil Company .oil line easement which passes currently through Lot No.
3. This oil _line easement may be re- located in accordance with discussions held with Mr.
Owen Rock of the Redevelopment Commission and Authority by JF +A Properties,
Ltd. /CII.
The design concept for County Mayo Irish Inn & Pub (South Bend) is most similar to that
conceived for County Mayo Irish Inn & Pub, a 44 -Unit multi -use lodging and food service
facility being developed at 350 N. Milwaukee Avenue, Vernon Hills, Lake County, Illinois.
The South Bend site will allow a larger unit count allowing the proto -type Irish Inn & Pub
design to have equal residential wings which was not feasible at the Vernon Hills, Illinois site.
1.2 Development Profile and Formal Submission of Proposal Forms
A complete Development Profile addressing all applicable design parameters, building
materials and aesthetics of the proposal for the development of Lot #3 with a Traditional
County Mayo Irish Inn & Pub, together with the South Bend Re- Development Commission
and Authority's Proposal Forms and Supplements are currently being prepared for
submission and presentation for the Commissions's first March, 2001 meeting.
JF +A Properties, Ltd. /CII envisions utilizing the same consultants and interior design team
members being used for the Vernon Hills, Illinois County Mayo Irish Inn & Pub Venture,
inclusive of the Irish Pub Concept and the design and out - fitting services of Gemmell,
Griffin & Dunbar, Ltd. of Dublin, Ireland to bring significant design and cost efficiencies to
the development process for County Mayo Irish Inn & Pub (South Bend).
1.3 Contract Documents and Project Manual
JF +A Properties, Ltd. /CII has spent the past six (6) years developing the design and
specifications and establishing the many professional relationships that are unique to the
development of our County Mayo Irish Inns & Pubs. Our pubs are organized under the
Irish Pub Concept developed by the Guinness /Bass Import Company worldwide with un-
equaled success in offering traditional Irish hospitality, food, beverages & music in authentic
traditional pub designs and out - fitting. (SEE: "The Irish Pub Concept" portion of this
P Preliminary Development Profile). The traditional Irish Inn features up -scale rooms, suites,
and furnishings incorporating four poster beds, "On- Command" TV services, the latest in
Kohler whirlpool baths and showers, custom designed carpeting, lamps and framed art all
combined in traditional Georgian Architecture.
Our Contract Documents are produced with our long term consultants utilizing AutoCad
drafting systems thereby allowing the development process to move very quickly from plan
approvals into construction. Our Project Manuals incorporate all Bidding Requirements,
Contract Forms, Conditions of the Contract & Specifications to assure that our real estate
investments are properly constructed and operated in accordance with all applicable local
codes and ordinances and our own development standards which largely exceed national
code requirements.
Each County Mayo Irish Inn & Pub, while sharing several common structural and design
features common to our original- prototype, will be sited, furnished and designed to
incorporate local aesthetics and ambience. The proposed location adjacent to the nationally
recognized Blackthorn Municipal Golf Course with its Irish Links design provides for a
perfect setting for our Irish Inn & Pub which will compliment the existing course and be
most attractive to visitors and residents of South Bend, Indiana with its famous institutions
of higher education largely based upon similar heritages.
ES-2
a
L=
y
1.3 Contract Documents and Project Manual (Continued.)
Of significant distinction, is the concept in of itself, in providing a traditional Irish Inn and
Pub combined in a singular offering up- scaled lodging, a full service restaurant within a
traditional Irish Pub, with outdoor dining and a Blarney Everything Irish Gift Store,
providing the best in Irish hospitality and staffing.
1.4 The Irish Pub Concept ( "IPC ")
The Irish Pub Concept ( "IPC ") has in the past four (4) years been brought to the United
States, having been previously developed worldwide, by Guinness Brewing Company and has
enjoyed immediate market acceptance in several locations in the Chicago area that have
opened in the past three (3) years such as: The Kerry Piper in Willowbrook, Fado's in
downtown Chicago, McNallys in downtown St. Charles, and Elmhurst, Quigley's in
Naperville, The Curragh in Schaumburg, Johnny O'Hagan's, the Irish Oak, Chief O'Neills,
and Cullen's Pub, all in Chicago. While no two Irish pubs look alike, they all have similar
features. The design and decor (tables, snugs, bar casework, display cases, wall treatment,
and fixtures) replicate fixtures and surroundings that one would find in Dublin. In addition
to .the authenticity of design, the pubs market real Irish drinks, many food dishes that are
native to Ireland and, of course, they feature live Irish music and entertainment.
The recent success of Irish based major films, the Riverdance, the Irish Tenors, various Irish
Fests and the Fleaghs (festivals) sponsored by The Guinness Brewing Company have
generated a strong awakening to many aspects of the Irish culture further serving to strongly
kindle and peak the public's awareness and the financial success of these authentic Irish
Pubs. The Irish beverages include up to eight (8) different beers and ales on tap that are
imported from Ireland and the United Kingdom. There are no televisions sets above the bar
and no Monday Night Football. Conversation, Irish Music and food, hospitality and
kinship attract the patrons, with waiting lines and standing room only common in these
pubs. (SEE: The Irish Pub Concept Graphics following this sheet)
1.5 The "Inn"
The "Inn" component will be a "high -end" lodging experience that will attract the Corporate
executive during the week and couples & families on the weekends. The spacious guestrooms
and suites will feature designer case goods, four poster beds and plush linens, and offer all the
amenities that are normally found in a 5 -star hotel from whirlpool baths, "On- Command
TV Service ", plush-bathrobes and turn -down service to signature toiletries. The rooms-will
also be high tech or "smartrooms ".
ES.3
Ja
THE
IRISL"J' P-UB
CONCE,',PT
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IT'S TIME TO OPEN
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— - - THE IRISH PUS (:O?NCF11 I - 11 `.� Tlk l- VO OPEN
lolli W- to ircla, ;,_I
in11�r.,,c i bt its
hubs. a,l ,Il,faal th;,1
transcendN ; latitm,Jim
But, until riots-. feet Public „n, .uuicil,:nrd the
rich rewards of transph;iiing Irish Pub, Irom
Ireland to other markets.
Olvningaii Irish Pill, is:lllabout rcctc.nir1;
a wann attnosphc•rc of c•llil,crnent that sets Irish
Pubs apart front all other, -and niA, -, than
one of the fastmi t;ro,ciiig .,nd nH„t aara.tiec
leverage -driWl t[,ncc1111 in ncc csorld.
As consumers Itt-toi 7c ctt•1 moic dc-n;:mding.
Irish 1ptibs pruslx•r. 1 heir unitlite :ipixod i,
capable of rel,licuim-, s,+ i+ +nc a, t.+rc i, iA,-, w
recreate that atahenlic t tl .117d ,Iair:+l
atmosphere. (;uinne„ «i,h ,heir on7plerc
understandingofoho• Irnil Pidb t on.;pt cite
help nc'sy anti rsistiny, VtlhGc:tn, rapture the
tragic ingredients nr ,: s;arr for commcr: i.11
success, by amnc•crin„ rh m ccith c11.ciali,ts in
every element DI the r7113, thaticcs [ri,h hubs
their tmique apikai.
What's Different is What Works
Every Irish pub shoul,l lk dift":i nt t cuulsc
,ere are no nto pubs in ht 111 d dl,il .rc Ait.t:
takes a special Mete{ „f dco,r .tnd di ink.,.
music and staff, 10tH jilt(.n:nrrs rrirrn to "ct
the essential ambience of in Irish piib ci.arth
t; right.
Designing and Reproducing
an Authentic Irish pub
Five concept siN les hat c been de clopcd
which capture the c,scr..c of lri,li pid,
design. Each design Athilc cnt:arra;ing
diversity has very dcf,nirc charlcrcristies.
Through the hish Pni, t:ump.lm..i tt orld
leader in the design and unlstrutii nw d
Irish Pubs, anti other tilt( fi;riltl
firms, a full turn -kcr ,oni:, ran b: pro•:idi.d
that invokes the site ,ur,cl, design,
'Mufacrurr anti Iiuittl; of our Hoot,. I ht_
aeess is tried and icstcd anti gLiicraii
delivers a high qualirr. Dull, ol,rr.16wi'll 1,111,
within twrnti -four t;.<ic, .,r , .ttrc•r
planning and iitcn,ifr::.lhf
Fhe Right Staff is vital
,hnt„i ri,c frhh Pub ,1�C_ il; 11kt1 J,:ath
i 1 c;il ?:,j ii i t;:c: v orltf
Irish Music Charms I-lie World
.;s; -i. i;. .,...))�riun,iif,:.
.; ?,,i,la itl•! rl „n.la:- l,ri' .gip- ,at�iin.
c c'iu�rrl cllatr + -it;. a11+l. ir1 turn, +_I j t:l,
r i .tl_ i,in,r + +alcr uiu i<.il 1t:cs,
t 1YT�'q Ii” 111, t;t f (loin, It 17 1111 1( f .i:,
i
inns €,(creel t;ith rl;s i;7fc,lil,I it .s
clul,cm,
T.1 Ir,;, pul,, I i"l- ititi'i,.. till ll.tr111 rhi ttt�ll
1-i f l If, I'd I P1 11 ,,l If)),
H II' MISH PUB C'ONCEPT - H'S'l IN11- M ON N
ff
THEVICIORIAN DI, BLIN ITI) (.1 NH U. K 11
Born q1' iiiuiakhi�: o- F, 'i:;
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andinsi.itema, wj , wfi—ll
ra-alb the dr-s terho,
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lnte?iOIN
mosaii-sand
polisheelandeb' px,li
skib, hfwnl,
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mitined wid, f:
Fado Atlanta, CA
"The ldd`Pub h^,;m^'d,pth and lit, ius,vohnu`,
If you are interested in learning '"ore
about the Irish Pub Concept, please contact:
properties, ltd.
269 market square lake tore, t
Illinois 60045 phone (1847) 234,1477)
or
Thu Guinness Import ComnanN
Commercial Development Department
6Landrnark Sgnana
Stamford, CTO890
(203) 359-7276
please We: This /"tr(d"*,.'.,^^,'�,'°*'.`..`',-`�''',^_'..�,=,'�,�`'~``.
.
1.5 The "Inn" (Continued.)
All of the rooms will have double telephone service with fax modem and internet ports wired
to the Inn's Office Center to facilitate business transactions and duplication of documents.
Five (5) Guest Suites named alter prominent families from County Mayo, each with their
own Irish Pub Corners to facilitate suite entertaining, are included in the 52 guest
accommodations at the Inn. There will be seven (7) conference rooms including an
exquisitely furnished board room - The Ashford- Croaghpatrick Room - with a peat burning
fireplace, to support the operation of the Inn.
There will be one reception area for both the Inn and Pub. (As part of the Irish custom,
there will even be a "back door" to the Pub that the regular customers may favor.) In
addition, there will be a Blarney Irish Gift Shop that will feature traditional Irish
merchandise including Waterford Crystal, Beleek China, Claddagh gold and silver jewelry,
and the favorite Irish sweaters, caps, shawls and scarves. Other areas of the shop will feature
Irish books, CD's and tapes, together with County Mayo Merchandise. The Blarney Irish
Gift Shop will be operated by the Owner of several very successful Blarney Irish Gift Shops
in the Chicago area to allow cross - merchandising between such established stores and County
Mayo's Blarney Irish Gift Shop. (SEE: The Blarney Shuffle Graphic)
The COUNTY MAYO IRISH INN & PUB at South Bend will be one of the first
traditional Irish Pubs to combine the "IPC" with full service overnight lodging. The IPC has
been successfully launched in the Chicago area with the free standing Irish Pubs addressed
above which have all reported annualized sales volumes in excess of $2 million. As noted,
the Irish Lodging component has not been launched in the South Bend area. However,
several successful Irish Inns and Pub have been developed in Wisconsin. The County Clare
Irish Inn & Pub in downtown Milwaukee, developed by Classic Inns of Wisconsin
approximately four (4) years ago, has enjoyed a huge success since opening and is frequented
by many Chicago area residents. Our County Mayo location cn Milwaukee Avenue in
Vernon Hills, Illinois, scheduled for construction in March, 2001 , has been received very
well prior to its construction with local business men and potential patrons already seeking
to effect reservations in this offering. Our marketing for County Mayo at South Bend will
benefit from the marketing efforts made for County Mayo/Vernon Hills and Walsh's Irish
Pub scheduled for construction in March, 2001 in Rockford, Illinois.
1.6 Owner's Legal ,Structure
County Mayo Irish Inn & Pub, LLC is a limited liability company organized under the
Illinois Limited Liability Company Act. This legal structure allows the entity the ease of
operation of a partnership, but have the protection of a corporation. A similar Limited
Liability Company titled County Mayo /South Bend, LLC will be incorporated as the Owner
entity for the proposed County Mayo Irish Inn & Pub /South Bend.
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1.7 Developer and Management Team
JF +A Properties, Ltd. /CII ( "JF +A ") of Labe Forest, Illinois, an affiliate of James
Follensbee + Associates, Ltd., is the developer of County Mayo Irish Inn & Pub and the
adjacent Woodbine Office Center, a two - story, 38,000 Square Foot Classical Office
Building to be located just south of County Mayo on an adjacent site, located in Vernon
Hills, Labe County, Illinois; and Walsh's Irish Pub located in Rockford, Winnebago County,
Illinois, and the proposed County Mayo Irish Inn & Pub at South Bend, Indiana.
JF +A's management team consists of James Follensbee, President, a registered architect for
over forty years, Judy Follensbee, Executive Vice President and Marketing Coordinator,
Thomas A. Marcet, CPA, Chief Financial Officer, with over 30 years experience in
corporate finance and the hospitality business, and Marl Eiden, Esq., a principal in the firm
1
of Eiden & O'Donnell, Ltd. Technical support, architectural, engineering, planning and
interior design services is provided to JF +A by James Follensbee + Associates, Ltd. and its
consulting engineers.
JF +A and its affiliates have successfully developed Adult Congregate Living Facilities
( "ACLF "s), Independent and Assisted Living Facilities, Market Rate Rental Apartments,
Office Buildings, and a variety of Planned Unit Developments, in addition to large
Residential Communities and custom single family homes. An Executive Summary of
James Follensbee owned corporations and affiliates has been respectfully included as an
exhibit with this Preliminary Development Profile for the South Bend Re- Development
Commission and Authority and its staff.
1.8 Project Architect
James Follensbee + Associates, Ltd. ("JFA!'), an Architectural, Planning & Engineering
Firm located in Labe Forest, Illinois will function as the Project Architect and Project
Coordinator for County Mayo Irish Inn & Pub, LLC. JFA, formed in 1968, is in its 34th
year of operations _ and is licensed to practice in all states by virtue of its NCARB National
Certificate.
JFA will employ several consulting firms to facilitate the professional design and
construction of County Mayo, including Engineering Consultants, Ltd., Project Mechanical
& Electrical Engineers, Beer Gorski & Graff, Ltd., Project Structural Engineers, Byczek
Enterprises, Commercial Kitchen Designers, and Gemmell, Griffin & Dunbar, Ltd., pub
designers and out - fitters from Dublin, Ireland, among other firms which have worked with
JFA over the past twenty years.
ES.5
1.9 Irish Pub Design Firm
Gemmell Griffin & Dunbar, Ltd. ( "GGD ") of Dublin, Ireland will function under contract
with County Mayo Irish Inn & Pub, LLC as the Irish Pub Design Firm and will assist the
Construction Manager's work forces in the actual construction of the bar casework, special
ceilings, display cases, snugs, and all the Irish Corner Pubs located in the five suites, in
addition to special door casework for the entrance to Walsh's Pub, Cockles Restaurant and
the Blarney Irish Gift Shop. The GGD firm established in 1980 and incorporated in 1985,
has established itself as the market leader in the providing of the highest quality design and
furnishing of Irish Pubs worldwide, including several recently opened pubs in the U.S. and
Canada. (SEE: County Mayo Casework Graphic)
1.10 The Pub's and Inn's Design
County Mayo Irish Inn & Pub will feature teakwood stained in a mahogany finish in the
Victorian style of many elegant pubs located throughout Ireland and will feature custom
designed and fabricated stained glass windows and screens with classical recessed coffered
ceilings and Victorian lighting fixtures. Flooring will consist of green porcelain floors,
walnut hardwood hand stroked floors both planked and inlayed with special ceramic tiles to
establish a quality Irish Victorian Pub ambience. The Pub will consist of a dining area
named "Cockles ", a large Snug with peat burning fireplace named in honor of a significant
Irishman from South Bend., Indiana to be chosen, and "Walsh's Pub" in the actual bar area
with another peat burning fireplace and a variety of table and snug seating options.
The Inn will feature classic Georgian Style Architecture with white stucco finish, green
roofing & window frames and classic Pub Signage; entrances and casework features with the
basic building system utilizing the Matrix System Precast Aerated Autoclaved Concrete
( "PAAC ") which provides excellent insulating values, sound attenuation and - fire resistant
qualities to the construction. Irish Family Crests from County Mayo will be featured in the.
facade treatment in addition to stained glass windows overlooking the outdoor dining area
facing the 18th hole and adjacent ponds of the Blackthorn Golf Course. Existing trees will
be incorporated into the construction to the degree feasible with additional landscaping and
site improvements to establish the Irish character of the Inn & Pub. (SEE: Interior
Furnishings and Stained Glass Design Graphics)
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1.11 Project Financing
JF +A Properties, Ltd. /CII, Manager, for the proposed County Mayo Irish Inn & Pub /South
Bend has arranged for 100% equity financing for this proposed Venture with its investment
partner, Parkhurst Development of West Vancouver, B.C., Canada, who currently is
participating in several real estate developments with JF +A Properties, Ltd. /CII and its
affiliates, and provides its equity investments through its merchant bank - R -Banx Capital
Corporation of Calgary, Alberta, Canada and the Toronto Dominion Bank (T.D. Bank) of
Toronto, Canada.
Parkhurst Development is controlled by a private family in Canada who has real estate
holdings worldwide and will function as an investment partner with JF +A Properties,
Ltd. /CII in this proposed Venture. JF +A Properties, Ltd. /CII will oversee the construction
with a U.S. Bank and Chicago Title Company functioning as our construction
disbursement entities during construction. JF +A Properties, Ltd. /CII will be solely
responsible for the management of the completed facility with its corporate officers and on-
site management team.
1.12 Project Schedule
Assuming that JF +A Properties, Ltd. /CII may receive a favorable hearing and approval by
the South Bend Re- Development Commission & Authority and its staff to our proposal to
purchase Lot #3 to develop County Mayo Irish Inn & Pub, and is able to effect a mutually
f agreeable Purchase Contract after such acceptance of our proposal, JF +A Properties,
Ltd. /CII is prepared to purchase the development site and immediately commence its
Contract Documents for all applicable approvals and competitive bidding.
It is anticipated that such development activities may be completed on or before early June,
2001, with construction commencing immediately thereafter insofar as financing has been
previously arranged. Construction and furnishing of County Mayo is anticipated to take
twelve (12) months due to the quality and finish casework involved in this Venture, with a
projected completion date in Summer, 2002.
1.13 Final Development Profile and Suhmission of Proposal Forms
This Preliminary Development Profile is intended to indicate JF +A Properties, Ltd. /CII's
interest in purchasing Lot #3 from the South Bend Re- development Commission &
Authority, while it completes its final Development Profile and Proposal Forms for formal
submission with all required attachments to the South Bend Re- Development Commission
& Authority ( "SBRC&A ")and its staff.
ES.7
1. 14 Location Maps:
The following Location Maps, immediately after this page, disclose the subject site and
surrounding improvements:
• Partial Map State of Indiana showing proposed Lot 3 - Blackthorn Corporate Park
• Detail Map - Blackthorn Corporate Park and Golf Course
• Detail Map - Blackthorn Corporate Park & Golf Course.
JF +A Properties, Ltd. /CII's formal submission will he tendered prior to the end of
February as required for consideration of the SBRC&A and its staff at its first
meeting in March, 2001, per our confirmation with Mr. Owen Rock, Assistant
Director, Division of Economic Development, City of South Bend,, Indiana.
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SETTLEMENT AGREEMENT AND RELEASE
This Agreement is made and entered into this day of , 2006 between the
SOUTH BEND REDEVELOPMENT AUTHORITY ( "SBRA ") and MARATHON PIPE LINE
LLC, a Delaware limited liability company ( "MPL "):
RECITALS
WHEREAS, MPL owns (i) that Right of Way Agreement granted 5/15/1957 and
recorded 5/27/1957 in the St. Joseph County Recorders Office at Book 567, pages 113 -114, as
amended by the Partial Release of Right of Way Agreement executed on 7/16/93 and recorded
7/22/93 at the St. Joseph County Recorder's Office as Record Number 9328170 (collectively,
"Easement No. F); (ii) that Right of Way Agreement granted 6/8/1957 and recorded in the St.
Joseph County Recorders Office at Book 568, page 21, as amended by the Partial Release of
Right of Way Agreement executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County
Recorder's Office as Record Number 9328168 (collectively, "Easement No. 2 "); and (iii) that
Right of Way Agreement granted 5/13/1957 and recorded in the St. Joseph County Recorders
Office at Book 568, page 19, as amended by the Partial Release of Right of Way Agreement
executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County Recorder's Office as Record
Number 9328169 (collectively, "Easement No. 3 "; and collectively with Easement No. 1 and
Easement No. 2, the "Pipeline Easements "); and
WHEREAS, the SBRA owns several parcels of property encumbered by the Pipeline
Easements, which property is more particularly defined and described at Exhibit A (the "Site ")
and is depicted at Exhibit B; and
WHEREAS, the SBRA desires to provide for the development of Lot 3A and a portion of
Lot 7 (as such terms are defined in Exhibit A and depicted at Exhibit B) as depicted at Exhibit C
identified infra as a hotel it believes complimentary to the uses of the surrounding golf course
and office park (collectively, the "Hotel Site "); and
WHEREAS, the SBRA contends it is obligated to convey the Hotel Site to the South
Bend Redevelopment Commission (the "Commission ") pursuant the terms of a certain
agreement previously executed between the SBRA and the Commission, and in anticipation
thereof, the Commission has entered into a certain Contract for Sale of Land for Private
Development, by and among the Commission, JF +A Properties, Ltd. /CII &P and County
Mayo /SB, LLC (collectively, the "Developer "); and
WHEREAS, the SBRA and the Developer anticipate conducting improvements on the
Hotel Site, including portions of the Hotel Site subject to the Pipeline Easements, pursuant to the
plans and specifications set forth at Exhibit C (the "Proposed Developer Improvements "); and
WHEREAS, an asphalt drive that runs through the Easement No. 1 has been constructed
on Lot 1 B and Lot I C subsequent to the execution of Easement No. 1 (the "Asphalt Drive "),
which MPL contends was constructed without MPL's consent and infringes upon its rights set
forth in said Easement No. 1; and
WHEREAS, the SBRA desires for the Asphalt Drive to exist under the conditions and for
Page 1 of 6
' s .1.
•
the consideration set forth in the Easement Amendment With License attached hereto as Exhibit
D and to provide for the Proposed Developer Improvements depicted at Exhibit C under the
terms and conditions of the Development Agreement attached hereto as Exhibit E;
WHEREAS, the owner of the property commonly referred to as Lot IA depicted at
Exhibit B and more particularly described at Exhibit F constructed a building closer than fifty
(50) feet of the pipeline against MPL's express requests and recommendations and without the
written consent required pursuant to Easement No. 1 (the "Lot IA Encroachment "); and
WHEREAS, the Pipeline Easements currently provide MPL, among other rights, rights
with respect to certain restrictions on the uses of the property within thirty (30) feet of the MPL's
pipeline as it lays at the time of the recording of this Agreement; and
WHEREAS, MPL desires an option to relocate a portion of its pipeline currently located
within the boundaries set forth in the Pipeline Easements as amended to ensure a minimum fifty
(50) foot setback from the building constructed on Lot lA in contravention of said setback
requirement and against MPL's express requests and recommendations, thereby resolving any
remaining dispute that may exist between the SBRA and MPL regarding the Lot IA
Encroachment; and
WHEREAS, MPL, among other things, desires to prohibit impediments to the safe and
efficient operation, maintenance, repair, and replacement of its pipeline, and to compliance with
•laws and regulations governing pipelines and their operation, including, but not limited to,
buildings, structures and other obstructions within fifty (50) feet of the pipeline to the extent it is
not already entitled to do so pursuant to the Pipeline Easements; and
WHEREAS, the SBRA considers the use of and revenues from the golf course on Lot 7
(as defined at Exhibit A) of great importance to the Commission and the SBRA in part because
the SBRA represents that golf course is subject to financing obligations dependent upon the
continued use and receipt of revenues for such use. The SBRA states that the off - season of the
golf course is between November 1 and March 31; and
WHEREAS, MPL considers the Pipeline Easements to be a valuable and essential asset,
and both the safe and efficient operation of its pipelines and its full use and enjoyment of the
Pipeline Easements of great importance; and
WHEREAS, the SBRA and MPL desire to resolve any remaining disputes known to date
that exist between the parties regarding the Asphalt Drive and the Proposed Developer
Improvements on Lot 3A and the portion of Lot 7 as set forth at Exhibit C;
NOW THEREFORE:
1. EASEMENT AMENDMENT WITH LICENSE. In consideration of the
foregoing and following mutual promises and representations, the SBRA and MPL agree to
amend the Pipeline Easements as provided by the Easement Amendment With License for the
Asphalt Drive attached as Exhibit D. Said Easement Amendment With License shall be
executed contemporaneously with this Agreement. The SBRA shall record the Easement
Amendment With License before any transfer, sale, assignment or other divestment of any
interest in and /or title to any portion of the Site, but in any event, no later than two (2) business
Page 2 of 6
days of the receipt of a complete and fully executed original of this Agreement, so that the
Easement Amendment With License appears in the chain of title of any and all subsequent
owners of any and all property encumbered by each of the Pipeline Easements, specifically,
Easement No. 1, Easement No. 2 and Easement No. 3. The SBRA shall provide a minimum of
four (4) copies of the recorded original Easement Amendment With License fully executed by
the SBRA to MPL within three (3) business days of the SBRA's receipt of the recorded original
Easement Amendment With License's recording.
2. DEVELOPMENT AGREEMENT. In consideration of the foregoing and
following mutual promises and representations, the SBRA and MPL agree to execute the
Development Agreement attached as Exhibit E. The SBRA shall further obtain the authorized
signature of each Developer acknowledging its review of and agreement to be bound by the
Development Agreement. Said Development Agreement shall be executed by MPL within
fifteen (15) business days of its receipt of proof of the successful recording of the Easement
Amendment With License together with a written warranty from the SBRC covenanting that it
remained the owner of the Site and all portions thereof from the date the Easement Amendment
With License was executed until after its recording, and that it did not transfer, sell, assign or
otherwise divest itself of its ownership interest in any land, or any portion thereof, encumbered
by any of the Pipeline Easements as amended before the Easement Amendment With License
was recorded. The SBRA shall record the Development Agreement within thirty (30) days of its
execution and shall provide a minimum of four (4) copies of the recorded original Development
I* Agreement fully executed by the SBRA to MPL within ten (10) days of the Development
Agreement's recording. The SBRA shall not sell, assign, transfer or otherwise divest itself of its
fee simple interest in and title to Lot 3A and the portion of Lot 7 impacted by the Development
Agreement until the Development Agreement is successfully recorded so that the Development
Agreement appears in the chain of title of any and all subsequent owners of any and all property
impacted by the Development Agreement.
3. RELEASE. Effective with the successful recording of the Easement Amendment
With License and the Development Agreement attached hereto as Exhibits D and E, respectively,
as set forth in numbered paragraphs 1 and 2 above, and not before, MPL and the SBRA mutually
release each other and no other person or entity from any Claim relating to or arising from any
act or omission of the other involving the Lot lA Dispute from the time the pipeline was laid to
the date of this Agreement to the extent such a dispute exists. "Claim" includes without limit
any claim, liability, loss, damage, cost or expense and includes without limit such for personal
injury or death, property damage, environmental damage, remediation, lost business and /or profit
and lost use. Nothing in this Agreement shall be construed to release any claim or right against
any owner, occupant or invitee of Lot IA or any damage to the pipeline that may have been
caused by the construction of the Asphalt Drive over the pipeline on Lot 1 B and Lot 1 C.
4 WARRANTY. The SBRA covenants that: (i) the SBRA owns the Site in fee
simple absolute and has right, title and power to grant the rights granted herein; (ii) MPL shall
quietly enjoy its Pipeline Easements as amended by the Easement Amendment With License;
and (iii) the SBRA shall execute any further necessary assurance of title and documents required
to effect recording of the Easement Amendment With License and Development Agreement,
respectively. Any individual signing this Agreement in a representative capacity further
Page 3 of 6
•
•
warrants full authority and power from the purported principal to fully bind the principal to all
terms and conditions contained herein.
5. EFFECT OF AGREEMENT. It is understood that the SBRA intends to convey
certain portions of the Site to the Commission after recording the Easement Amendment With
License and the Development Agreement and that the Commission further intends to dispose of
portions of the Site to provide for its development. This Agreement shall bind and benefit the
parties' heirs, legal representatives, successors and assigns. Subsequent to the successful
recording of the Easement Amendment With License and Development Agreement, any rights
granted hereunder are divisible and assignable in whole or part and any obligations incurred
hereunder shall follow the underlying property. Subsequent to the successful recording of the
Easement Amendment With License and Development Agreement and their incorporation into
the applicable chain(s) of title prior to the SBRA's transfer, sale, assignment or other divestment
of its interest and title to any portion of the Site, any violation of the rights or obligations set
forth in this Agreement or the Easement Amendment With License or the Development
Agreement regarding one parcel of the Site shall not effect the rights or obligations of the parties
with respect with respect to another parcel of the Site. This Agreement's terms shall be
independent of, and unless otherwise expressly stated, survive execution of any further
agreements. If any provision of this Agreement is deemed void, invalid, or unenforceable by a
court or tribunal of competent jurisdiction, such provisions shall be stricken without effect on the
remaining provisions. No failure or delay in exercising any right, power, or privilege hereunder
shall operate as a waiver thereof or preclude the exercise of any other right, power, or privilege
hereunder. This Agreement shall be construed and interpreted according to the laws of the State
of Indiana.
(the remainder of the page is intentionally left blank)
Page 4 of 6
r�
Marathon Pipe Line LLC
By:
(Signature)
Nathan H. Muehl
(Printed Name)
Its: Manager, Damage Prevention & R /O/W Relations
(Title)
Witnessed by:
(Witness #1 Signature)
(Witness #1 Printed Name)
(Witness #2 Signature)
(Witness #2 Printed Name)
State of Ohio }
} ss.
County of Hancock }
Before me, a notary public, this day of 2006,
personally appeared Marathon Pipe Line LLC, by Nathan H. Muehl, its Manager, Damage Prevention &
R /O/W Relations, and acknowledged the execution of the foregoing instrument for and on behalf of
Marathon Pipe Line LLC, and and
who also witnessed the execution thereof.
(SEAL)
My commission expires:
Ll
(Notary Public Signature)
(Printed Name)
Page 5 of 6
•
South Bend Redevelopment Authority
By:
(Signature)
(Printed Name)
Its:
(Title)
WITNESSED BY:
(Witness #1 Signature)
1
Its Secretary
(Witness #2 Signature)
(Witness #2 Printed Name)
State of Indiana } ss
County of St. Joseph }
Before me, a notary public, this day of , 2006,
personally appeared the South Bend Redevelopment Authority, by its
, and , its Secretary, and
and acknowledged the execution of the foregoing instrument for and on behalf of the South Bend
Redevelopment Authority.
(SEAL)
(Notary Public Signature)
(Printed Name)
My commission expires:
Prepared by Barbara J. Meier, Attorney, Barnes & Thornburg, 11 S. Meridian Street, Indianapolis, Indiana
460204 and Shawn E. Peterson, Assistant City Attorney, City of South Bend, Indiana, 1400 County -City
Building, 227 W. Jefferson Blvd. South Bend, IN 46601.
Page 6 of 6
EXHIBIT A
Legal Description of Site
The Site, as defined in this Agreement, shall consist and apply to only the following
parcels:
Lot 1B
Lot 1 B Blackthorn Corporate Office Park Minor #3 recorded
October 30, 1995, Record Number 9536275
(Such property shall be referred to herein as "Lot 1B ".)
Lots 1C
Lot 1 C Blackthorn Corporate Office Park Minor 43 recorded
October 30, 1995, Record Number 9536275
(Such property shall be referred to herein as "Lot 1 C ".)
Lot 3A
Lot 3A Blackthorn Corporate Office Park Major Subdivision #Two
Section Three, recorded May 29, 2001 in the Office of the Recorder
of St. Joseph County, Indiana, as Instrument No. 0123942
40 Such property shall be referred to herein as "Lot 3A ".
( p P Y )
Lot 7
Lot 7 Blackthorn Corporate Office Park. recorded October 7, 1994 in
the Office of the Recorder of St. Joseph County, Indiana, as
Instrument No. 9438010
(Such property shall be referred to herein as "Lot 7 ".)
Lot 8
Lot 8 Blackthorn Corporate Office Park Minor Sub #7 recorded
7/13/98, Record Number 9836274 ( "Lot 8 ")
(Such property shall be referred to herein as "Lot 8 ".)
0
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EXHIBIT B
Diagram of Site
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EXHIBIT C
Proposed Developer Improvements
EXHIBIT D
Form of Easement Amendment With License
t
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EXHIBIT E
Form of Development Agreement
�J
EASEMENT AMENDMENT WITH LICENSE
This Agreement is made and entered into this _ of , 2006 between the SOUTH
BEND REDEVELOPMENT AUTHORITY (the "Grantor ") and MARATHON PIPE LINE
LLC, a Delaware limited liability company (the "Grantee "):
WHEREAS, the Grantee owns (i) that Right of Way Agreement granted 5/15/1957 and
recorded 5/27/1957 in the St. Joseph County Recorders Office at Book 567, pages 113 -114, as
amended by the Partial Release of Right of Way Agreement executed on 7/16/93 and recorded
7/22/93 at the St. Joseph County Recorder's Office as Record Number 9328170 (collectively,
"Easement No. I "); (ii) that Right of Way Agreement granted 6/8/1957 and recorded in the St.
Joseph County Recorders Office at Book 568, page 21, as amended by the Partial Release of
Right of Way Agreement executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County
Recorder's Office as Record Number 9328168 (collectively, "Easement No. 2 "); and (iii) that
Right of Way Agreement granted 5/13/1957 and recorded in the St. Joseph County Recorders
Office at Book 568, page 19, as amended by the Partial Release of Right of Way Agreement
executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County Recorder's Office as Record
Number 9328169 (collectively, "Easement No. 3 "; and collectively with Easement No. 1 and
Easement No. 2, the "Pipeline Easements "); and
WHEREAS, Grantor owns several parcels of property encumbered by the Pipeline
Easements, which property is more particularly defined and described at Exhibit A (the "Site ")
and depicted at Exhibit B; and
WHEREAS, the "existing asphalt entrance drive" as depicted in Exhibit B that crosses
and is subject to Easement No. 1 (the "Asphalt Drive ")was constructed on Lot 1 B and Lot 1 C
without Grantee's consent; and
NOW THEREFORE, in consideration of the following mutual promises and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantee is willing to permit the Asphalt Drive to so encroach upon Grantee's Easement No. 1 as
depicted in Exhibit C and Grantor and Grantee agree to amend the Pipeline Easements as
follows:
1. EASEMENTS. Grantor hereby grants an additional twenty (20) feet of easement
on either side of outermost boundaries of the Pipeline Easements as they currently exist, for a
total easement extending fifty (50) feet on either side of the pipeline as it currently exists, under
the same terms, for the same purposes and with the same understandings, rights of ingress and
egress, and covenants as presently set forth in said Pipeline Easements (a) except that the express
right of Grantee herein (successor to Marathon Pipe Line Company, identified in said Pipeline
Easements pursuant to the 1993 amendments as "Grantor ") to control vegetation under the
Pipeline Easements as amended by this Agreement shall be limited to thirty (30) feet on either
side of the pipeline; and (b) except that Easement No. 1 as amended shall increase to include the
portions of Lot 113 and Lot 7 shaded at Exhibit C to allow for the option of relocating the
pipeline to the approximate center of Easement No. 1 as amended by this Agreement (Easement
1, Easement No. 2 and Easement No. 3 as amended by this Agreement, collectively, the
"Amended Pipeline Easements "). This Agreement shall not be construed to affect or release the
Page 1 of 5
•
Pipeline Easements on property other than the Site. The irrigation pumping station depicted at
Exhibit D, to the extent it may be considered an encroachment to the Amended Pipeline
Easements as a result of the additional easement width granted under this Section, shall not be
considered an encroachment to the Amended Pipeline Easements. The Grantor expressly
reserves its right to the full use and enjoyment of the Site subject to the Grantee's full use and
enjoyment of the Amended Pipeline Easements. Grantor represents that the Grantor currently
uses a portion of Lot 7 (as defined in Exhibit A and depicted in Exhibit B) as a golf course, and
that the current off - season of the golf course is between November 1 and March 31.
Notwithstanding the foregoing sentence, nothing shall prevent or delay the Grantee from
performing maintenance and repairs that the Grantee determines to be necessary or advisable in
the Grantee's sole discretion. Grantee shall continue to use reasonable efforts to schedule
improvements or upgrades of its pipeline(s) to the extent practical and prudent to minimize
interference with the golf course's business.
2. LICENSE. The Grantee hereby permits the Grantor to operate and maintain the
Asphalt Drive depicted at Exhibit C subject to the terms of this Agreement. Grantor
acknowledges that this or any other license or consent notwithstanding, anything constructed or
existing within the Amended Pipeline Easements may be damaged, destroyed or removed due to
Grantee's exercise of easement rights, and does and shall fully release Grantee from any liability
arising from such damage, destruction or removal, including, but not limited to, any liability for
lost business and /or profit and lost use. Grantee shall use reasonable care to minimize damage to
Grantor's facilities. Grantor shall ensure that the Asphalt Drive and its use, any encroachment
that may be authorized by the Grantee in the future and its use, and any activity by or on behalf
of the Grantor (the "Grantor activities ") within the Amended Pipeline Easements do not
interfere with or disrupt Grantee's operations or its pipeline(s), and that Grantor's activities and
facilities comply with all applicable Federal, State, and local laws, regulations, ordinances in
effect at the time, and, absent written consent to the contrary, with Grantee's applicable
operational rules and policies, both as said operational rules and policies exist at the time of this
Agreement's recording and as they may be revised from time to time to ensure compliance with
all applicable laws, regulations, ordinances and requirements of agencies governing the
Grantee's pipeline(s) and operations, and effect the safe and efficient operation of Grantee's
pipelines. Copies of the Grantee's operational rules and policies applicable to Grantor activities
shall be furnished to the Grantor upon request as Grantor activities are identified to Grantee.
The license provided under this Section shall be irrevocable unless the Grantor's use of
the permitted improvement is abandoned, voluntarily removed, ordered removed by any court or
governmental agency or authority, or materially violates any term of this Agreement. It is
expressly acknowledged and agreed that if an applicable Federal, State, or local law, regulation,
or ordinance is amended or enacted without an applicable grandfather provision resulting in the
Grantee's operation, maintenance or use of its pipeline and enjoyment of the Amended Pipeline
Easement being further restricted as a consequence of the use permitted under this Section, the
license granted pursuant to this Section shall be immediately revocable to the extent necessary to
comply with said law, regulation or ordinance without cost or damage to the Grantee. If Grantee
elects to revoke a license, Grantee shall provide written notice of the revocation and reason(s)
therefore to the Grantor. If the license is properly revoked pursuant to the terms of this Section,
Page 2of5
•
•
the Grantor shall be solely responsible to cure or remove any offending improvement(s) within
thirty (30) days of receipt of notification. If cured, the license revoked shall be reinstated under
the same terms and conditions for the offending improvement as altered. Grantor shall
indemnify and hold Grantee harmless for any claims, damages, losses, costs and expenses,
including reasonable attorneys' fees, resulting from Grantor's failure to cure or remove any
offending improvement within thirty (30) days of Grantor's receipt of the written notice of a
properly grounded license revocation as provided herein.
3. INDEMNITY AND RELEASE. To the maximum extent permissible by law, the
Grantor shall indemnify, defend and hold harmless the Grantee, its affiliates and their employees,
contractors and agents from any Claim relating to or arising from (i) any activity by or on behalf
of the Grantor within the Site or (ii) the existence or operation of any encroachments of the
Amended Pipeline Easements, together with any appurtenances thereto, on the property owned
by the Grantor within the Site. Further, Grantor releases Grantee from any Claim arising from
any act or omission of the Grantee related to the pipeline laid within the Pipeline Easements
amended by this Agreement from the time the pipeline was laid to the date of this instrument.
"Claim" includes without limit any claim, liability, loss, damage, cost or expense and includes
without limit such for personal injury or death, property damage, environmental damage,
remediation, lost business and /or profit and lost use.
4. WARRANTY. Grantor covenants that: (i) Grantor owns the Site in fee simple
absolute and has right, title and power to grant the rights granted herein; (ii) Grantee shall quietly
enjoy its Amended Pipeline Easements; and (iii) Grantor shall execute any further necessary
assurance of title and documents required to effect recording of this Easement Amendment With
License. Any individual signing this agreement in a representative capacity further warrants full
authority and power from the purported principal to fully bind the principal to all terms and
conditions contained herein.
5. EFFECT OF AGREEMENT. This Agreement shall be effective upon
recording and shall survive the termination of any license granted above. This Agreement shall
run with the land and bind and benefit the parties' respective heirs, legal representatives,
successors and assigns. The easement and license rights granted and obligations incurred
hereunder are divisible and assignable in whole or part, and shall follow the underlying property.
Any violation of the rights or obligations set forth in this Agreement regarding one parcel of the
Site shall not effect the rights or obligations with respect to another parcel of the Site. This
Agreement's terms shall be independent of, and unless otherwise expressly stated, survive
execution of any further agreements. If any provision of this Agreement is deemed void, invalid,
or unenforceable by a court or tribunal of competent jurisdiction, such provisions shall be
stricken without effect on the remaining provisions. No failure or delay in exercising any right,
power, or privilege hereunder shall operate as a waiver thereof or preclude the exercise of any
other right, power, or privilege hereunder. This Agreement shall be construed and interpreted
according to the laws of the State of Indiana.
(the remainder of the page is intentionally left blank)
Page 3 of 5
Marathon Pipe Line LLC
By:
(Signature)
Nathan H. Muehl
(Printed Name)
Its: Manager, Damage Prevention & R /O/W Relations
(Title)
WITNESSED BY:
(Witness #1 Signature)
(Witness #1 Printed Name)
(Witness #2 Signature)
(Witness #2 Printed Name)
State of Ohio }
} ss.
County of Hancock }
Before me, a notary public, this 2006, personally appeared Marathon Pipe
Line LLC, by Nathan H. Muehl, its Manager, Damage Prevention & R /O/W Relations, who acknowledged
the execution of the foregoing instrument for and on behalf of Marathon Pipe Line LLC, and
and , who also witnessed the execution
thereof.
(SEAL)
My commission expires:
Ll
(Notary Public)
(Printed Name)
Page 4 of 5
' 4
South Bend Redevelopment Authority
By:
(Signature)
(Printed Name)
Its:
0
(Title)
WITNESSED BY:
(Witness #1 Signature)
1
Its Secretary
(Witness #2 Signature)
(Witness #2 Printed Name)
State of Indiana ) ss
County of St. Joseph )
Before me, a notary public, this day of '2006,
personally appeared the South Bend Redevelopment Authority, by its
' and , its Secretary, and
and acknowledged the execution of the foregoing instrument for and on behalf of the South Bend
Redevelopment Authority.
(SEAL)
(Notary Public Signature)
(Printed Name)
My commission expires:
Prepared by Barbara J. Meier, Attorney, Barnes & Thornburg, 11 S. Meridian Street, Indianapolis, Indiana
460204 and Shawn E. Peterson, Assistant City Attorney, City of South Bend, Indiana, 1400 County -City
Building, 227 W. Jefferson Blvd. South Bend, IN 46601.
Page 5 of 5
•
•
EXHIBIT A
Description of the Site
The Site, as defined in this Agreement, shall consist and apply to only the following
parcels:
Lot 1B
Lot 1 B Blackthorn Corporate Office Park Minor #3 recorded
October 30, 1995, Record Number 9536275
(Such property shall be referred to herein as "Lot 1B ".)
Lots 1C
Lot 1 C Blackthorn Corporate Office Park Minor #3 recorded
October 30, 1995, Record Number 9536275
(Such property shall be referred to herein as "Lot 1 C ".)
Lot 3A
Lot 3A Blackthorn Corporate Office Park Major Subdivision #Two
Section Three, recorded May 29, 2001 in the Office of the Recorder
of St. Joseph County, Indiana, as Instrument No. 0123942
(Such property shall be referred to herein as "Lot 3A ".)
Lot 7
Lot 7 Blackthorn Corporate Office Park. recorded October 7, 1994 in
the Office of the Recorder of St. Joseph County, Indiana, as
Instrument No. 9438010
(Such property shall be referred to herein as "Lot 7 ".)
Lot 8
Lot 8 Blackthorn Corporate Office Park Minor Sub #7 recorded
7/13/98, Record Number 9836274 ( "Lot 8 ")
(Such property shall be referred to herein as "Lot 8 ".)
0
EXHIBIT B
Site Survey
•
�J
EXHIBIT C
Survey of Additional Easement Area Providing for Pipeline Relocation
•
DEVELOPMENT AGREEMENT
THIS Agreement is made and entered into this day of , 2006 by
the South Bend Redevelopment Authority, 1200 County -City Building, 227 W. Jefferson Blvd.,
South Bend, Indiana ( "Owner ") and Marathon Pipe Line LLC, 539 South Main Street, Findlay,
Ohio, 45840, a Delaware limited liability company ( "Company "), and is effective upon
successful recording prior to the Owner's transfer, assignment, sale or other divestment of its fee
simple interest and title in the parcels identified infra. Furthermore, this Agreement has been
acknowledged by the South Bend Redevelopment Commission, JF +A Properties, Ltd. /CII &P
and County Mayo /SB, LLC (collectively, the "Developer ") and agreed to be bound by its terms.
WHEREAS, the Company owns (i) that Right of Way Agreement granted 6/8/1957 and
recorded in the St. Joseph County Recorders Office at Book 568, page 21, as amended by the
Partial Release of Right of Way Agreement executed on 7/16/93 and recorded 7/22/93 at the St.
Joseph County Recorder's Office as Record Number 9328168, and as further amended by the
Easement Amendment With License executed as of and recorded
at the St. Joseph County Recorder's Office as Record Number (collectively, "Easement No. 2 ");
and (iii) that Right of Way Agreement granted 5/13/1957 and recorded in the St. Joseph County
Recorders Office at Book 568, page 19, as amended by the Partial Release of Right of Way
Agreement executed on 7/16/93 and recorded 7/22/93 at the St. Joseph County Recorder's Office
as Record Number 9328169 and as further amended by the Easement Amendment With License
executed as of and recorded at the St. Joseph County Recorder's
Office as Record Number (collectively, "Easement No. 3 "; and collectively with Easement No.
2, the "Pipeline Easements "); and
WHEREAS, Owner owns certain land designated Lot 3A and a portion of Lot 7, which
are described at Exhibit A and depicted at Exhibit B, burdened by the Pipeline Easements (the
"Site "); and
WHEREAS, Owner requests that it be allowed to develop the Site which is burdened by
the Pipeline Easement as a hotel and the Company wishes to maintain proper standards for this
Site development for a hotel and protect its pipeline and Pipeline Easements.
NOW, THEREFORE, for and in consideration of the following mutual promises and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Owner and Company agree as follows:
1. OWNER ACTIVITY. Owner shall ensure that all construction activity by or on
behalf of Owner and the operation and maintenance of any encroachment consented to under
this Agreement and its use by or on behalf of the owner, and any encroachment that may be
consented to by the Company in the future and its use ( "Owner Activity or Activities ") are
conducted in accordance with the Company's applicable operational rules and policies in
Page 1 of 8
effect at the time of the Owner Activity, absent written consent to the contrary, and do not
disrupt or interfere with the Company's operations or pipeline(s). Copies of applicable rules
and policies shall be furnished to Owner upon request. Owner shall further ensure that
Owner Activities and resulting work comply with all applicable Federal, State and local laws,
regulations and ordinances in effect at the time. Owner shall provide written plans to the
Company in advance of all Owner Activity involving any construction work, including, but
not limited to, work involving the installation or relocation of any utility, water or waste
system, in the Pipeline Easements and shall not begin any such Owner Activity until the
Company Engineer or his/her Inspector approves the Owner Activity in writing. Failure to
obtain written approval for any Owner Activity or to comply with issues of safety with
respect to the pipeline and Company's employees, agents and representatives will result in
the shutdown of all Owner Activity at the Site within or impacting the Pipeline Easements or
pipeline, including, without limitation, all construction traffic over the Pipeline Easements, at
Owner's expense and Owner Activities may not re -start until Owner presents a plan of
remediation and same is approved by Company in writing. Owner acknowledges that
anything constructed or existing within fifty (50) feet of the pipeline may be damaged,
destroyed or removed due to the Company's exercise of easement rights, and does and shall
fully release the Company from any liability arising from such damage, destruction or
removal, including, but not limited to, any liability for lost business and /or profit and lost
use. The Company shall use reasonable care to minimize damage to Owner's resulting
facilities.
2. APPROVED PLANS, Exhibit C. Approved Plans as of the date of this agreement
are attached as Exhibit C (plans and specifications for certain utility relocations) and D
(plans and descriptions for the development of Lot 3A and a portion of Lot 7 as a hotel)
(collectively "Developer Improvements "). Exhibits C and D may be altered or additions
made by review of both parties and approval being given by the dated signature of the
Owner, or his Engineering Representative, and the Company Engineer or his/her Inspector.
3. REIMBURSEMENT FOR ALL COSTS. Owner shall reimburse Company for all
costs and expenses reasonably incurred by Company subsequent to the recording of this
Agreement to ensure that Owner Activities do not impact the Pipeline Easements or damage
the pipeline. Such costs and expenses shall include, but not be limited to, inspections, labor,
burden, equipment and reasonable attorney' fees. Owner is responsible for ensuring that no
Owner Activities take place at the Site within or affecting the Pipeline Easements or pipeline,
including, without limitation, construction traffic over the Pipeline Easements, until
Company's inspector has approved of Owner Activities and is present to observe all such
Owner Activities. All such costs and expenses of Company will be paid by Owner within 30
days of receipt of the Company's invoice for such costs and expenses.
4. INDEMNITY AND RELEASE. To the maximum extent permissible by law, Owner
shall indemnify, defend and hold harmless Company, its affiliates and operators and their
employees, contractors and agents from any Claim relating to or arising from (i) any activity
by or on behalf of Owner at the Site or (ii) the existence or operation of any encroachments
Page 2 of 8
r
or appurtenances thereto at the Site. Owner releases Company from any Claim relating to or
arising from any act or omission of Company at the Site from the time the pipeline was laid
to the date of this instrument. "Claim" includes without limit any claim, liability, loss,
damage, cost or expense and includes without limit such for personal injury or death,
property damage, environmental damage, remediation, and business loss. If any party to this
Agreement fails to keep any term of this Agreement, the offending party shall pay the
aggrieved party's costs and reasonable attorneys' fees in enforcing performance. Before any
work by or on behalf of Owner within 50 feet of any pipeline laid pursuant to the Pipeline
Easements, Owner shall provide, maintain and deliver to Company insurance acceptable to
Company which, except for workers' compensation and contractual liability, name Company
as an additional insured.
5. WARRANTY. Owner covenants that: (i) Owner owns the Site in fee simple absolute
and has right, title and power to grant the rights granted herein; (ii) Company shall quietly
enjoy its Pipeline Easements; and (iii) Owner shall execute any further necessary assurance
of title. Any individual signing this agreement in a representative capacity further warrants
full authority and power from the purported principal to fully bind the principal to all terms
and conditions contained herein.
6. EFFECT OF AGREEMENT. This Agreement touches and runs with the land and
shall bind and benefit the parties' heirs, legal representatives, successors and assigns. If any
provision of this agreement is deemed void, invalid, or unenforceable by a court or tribunal
of competent jurisdiction, such provisions shall be stricken without effect on the remaining
provisions. No failure or delay in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof or preclude the exercise of any other right, power, or privilege
hereunder. This Agreement shall be construed and interpreted according to the laws of the
State of Indiana.
IN WITNESS WHEREOF, Owner and Company have each duly caused this
Development Agreement to be executed as of the day and year first above written, and each
Developer has acknowledged said Agreement and agreed to be bound by its terms.
(the remainder of the page is intentionally left blank)
Page 3 of 8
SOUTH BEND REDEVELOPMENT WITNESSED BY:
AUTHORITY
(Printed Name)
(Signature)
State of }
}ss
County of }
(Printed Name)
(Signature)
(Printed Name)
(Signature)
The foregoing instrument was acknowledged before me this day of , 2006
by of the South Bend Redevelopment
Authority, who acknowledged execution of the foregoing instrument, on behalf of the South
Bend Redevelopment Authority, which agrees to be bound by its terms, and
and who also witnessed the execution thereof.
(SEAL)
My commission expires:
t
(Notary Public Signature)
(Printed Name)
Page 4 of 8
MARATHON PIPE LINE LLC: WITNESSED BY:
is
Nathan H. Muehl
(Printed Name) (Printed Name)
(Signature)
(Title)
(Signature)
(Printed Name)
(Signature)
State of Ohio)
ss
County of Hancock}
The foregoing instrument was acknowledged before me this day of ,
2006 by Nathan H. Muehl, Manager, Damage Prevention & R/O /W Relations, Marathon Pipe
Line LLC, who acknowledged execution of the foregoing instrument on behalf of Marathon Pipe
Line LLC, which agrees to be bound by its terms, and and
, who also witnessed the execution thereof.
(SEAL)
My commission expires:
•
Page 5 of 8
(Notary Public Signature)
(Printed Name)
•SOUTH BEND REDEVELOPMENT
COMMISSION
(Printed Name)
(Signature)
State of
I ss
County of
WITNESSED BY:
(Printed Name)
(Signature)
(Printed Name)
(Signature)
The foregoing instrument was acknowledged before me this day of ,
2006 by , of the South Bend
Redevelopment Commission, who acknowledged execution of the foregoing instrument on
behalf of the South Bend Redevelopment Commission, which agrees to be bound by its terms,
• and , who also witnessed the
execution thereof.
(SEAL)
My commission expires:
is
(Notary Public Signature)
(Printed Name)
Page 6 of 8
0 JF +A PROPERTIES, LTD. /CII &P
(Printed Name)
(Signature)
State of }
}ss
County of }
WITNESSED BY:
(Printed Name)
(Signature)
(Printed Name)
(Signature)
The foregoing instrument was acknowledged befc
2006 by ,
Ltd. /CII &P, who acknowledged execution of the
Properties, Ltd. /CII &P, which agrees to
and
execution thereof.
(SEAL)
My commission expires:
•
re me this day of ,
of JF +A Properties,
foregoing instrument on behalf of JF +A
be bound by its terms, and
, who also witnessed the
(Notary Public Signature)
(Printed Name)
Page 7 of 8
0 COUNTY MAYO /SB, LLC WITNESSED BY:
(Printed Name)
(Signature)
State of
}ss
County of
(Printed Name)
(Signature)
(Printed Name)
(Signature)
The foregoing instrument was acknowledged before me this day of ,
2006 by of the County Mayo /SB, LLC,
who acknowledged execution of the foregoing instrument on behalf of the County Mayo /SB,
LLC, which agrees to be bound by its terms, and and
, who also witnessed the execution thereof.
(SEAL)
(Notary Public Signature)
(Printed Name)
My commission expires:
Prepared by Barbara J. Meier, Attorney, Barnes & Thornburg, 11 S. Meridian Street, Indianapolis, Indiana
460204 and Shawn E. Peterson, Assistant City Attorney, City of South Bend, Indiana, 1400 County -City
Building, 227 W. Jefferson Blvd. South Bend, IN 46601.
Page 8 of 8
,r- .
•
•
41
Legal Description of Lot I
Lot IA
Lot 1 A Blackthorn Corporate Office Park Minor #3 recorded
October 30, 1995, Record Number 9536275
(Such property shall be referred to herein as "Lot 1A ".)