Loading...
HomeMy WebLinkAboutNo. 2197 rescinding approval of contract for purchase/sale of real estate and approving/authorizing execution of contract for purchase/sale of real estate containing certain revised terms and approving execution of documentsE E Aa RESOLUTION NO. -7> 1 � -7 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION RESCINDING ITS APPROVAL OF A CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE AND APPROVING AND AUTHORIZING EXECUTION OF CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE CONTAINING CERTAIN REVISED TERMS AND APPROVING THE EXECUTION OF DOCUMENTS Stamping Plant Property; Sample-Ewing Development Area WHEREAS, in accordance with the powers and duties granted to the South Bend Redevelopment Commission ("Commission") by I.C. 36-7-14, et seq., at its public meeting of August 19, 2005, the Commission approved and executed a Contract for Purchase and Sale of Real Estate with the South Bend Public Transportation Corporation ("Transpo") related to the property commonly known as the South Bend Stamping Plant located within the Sample-Ewing Development Area; and WHEREAS, subsequent to the Commission's approval of the aforementioned contract, there have been certain changed conditions including, but not limited to, the timing of the transaction, which necessitate the preparation and execution of a new agreement between the Commission and Transpo to reflect the changed conditions; and WHEREAS, the Commission also desires to enter into certain formal agreements with Transpo that are consistent with the concepts expressed in a new Contract for Purchase and Sale of Real Estate as presented at the Commission's meeting on November 18, 2005 including, but not limited to, those documents necessary to effect closing of the transaction; and WHEREAS, the Commission recognizes that time is of the essence in order to accomplish various redevelopment activities within the Sample-Ewing Development Area. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1) The Contract for Sale and Purchase of Real Estate with Transpo as approved by the Commission on August 19, 2005, shall be and hereby is rescinded. CADocurnents and Settings\akolata\Local Setfings\Ternp\Res_RescindAug I 905ContractApproval 051118.doc • E 2) The Commission finds that the Contract for Sale and Purchase of Real Estate and Lease attached thereto as Exhibit A presented to the Commission at its public meeting of November 18, 2005 is appropriate and that the same shall be and hereby are approved. 3) The Commission hereby directs and authorizes staff and legal counsel to negotiate and prepare any other documentation in a form that is acceptable to legal that is consistent with the transaction as presented to the Commission and necessary to effect closing of the transaction. 4) The Commission hereby authorizes the President of the Commission, or the Vice President in the absence of the President, to execute and the Vice President or Secretary to attest the documents as described in this Resolution and as presented at this meeting with such changes as may be suggested by legal counsel and approved by the President and Vice President or Secretary with such approval evidenced by the execution and attestation respectfully, thereof. ADOPTED the 18th day of November, 2005, at the regularly scheduled meeting of the South Bend Redevelopment Commission. CITY OF SOUTH DEPARTMEN-T-C 1-1 South Bend Redevelopment Commission ATTEST gnat ,Grp � a� -ADownes, retar P,,12ted Jjnan ,,' y South Bend Redevelopment Commission CADocurnents and Settings\akolataAocal Settings\Teinp\Res—RescindAug1905ContractApproval-051118.doe 0 CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT is made and entered into by and between CITY OF SOUTH BEND, by its Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment ( "Seller ") and SOUTH BEND PUBLIC TRANSPORTATION CORPORATION, a municipal corporation existing under the laws of the State of Indiana ( "Purchaser "), for and in good consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows: L The Property. Seller hereby agrees to sell and Purchaser hereby agrees to purchase, upon the terms and conditions herein set forth, the tract of land, improvements thereon, easements used in connection therewith, property under streets and sidewalks owned by Seller, and appurtenances thereunto belonging, commonly known as the South Bend Stamping Plant described as a part of the Northeast Quarter of Section 14, Township 37 North, Range 2 East in the City of South Bend, Indiana, containing 38.23 acres more or less ( "Property "), which Property is more particularly described in Exhibit A attached hereto and made a part hereof. 2. Purchase Price. Seller agrees to pay for the Property at Closing the sum of Four Million Dollars ($4,000,000.00) (the "Purchase Price "). 3. Summary of Transaction. Purchaser and Seller are entering into this Agreement for the purchase and sale of the Property which shall close after completion by Seller of substantial site and infrastructure work. Prior to Closing, Seller shall clear existing structures, complete enviromnental remediation, and make such provisions for infrastructure (street way, sewer, water, and utilities) necessary to support Purchaser's future relocation to the site, as more particularly described on attached Exhibit B attached hereto and made a part hereof (the STAMPING PLANT 0 "Infrastructure Work"). Through this Agreement and the Closing, Purchaser shall receive the value of 38.23 acres of fully remediated land. Seller shall also spend another $1,600,000 in site improvements to road, water, storm sewer, sanitary sewer, lighting, curbs and new roadways. EPA remediation of the site has already been completed. The Commitment to perform the Infrastructure Work shall be deemed a representation and warranty which shall survive the Closing of the Property. Purchaser shall retain 12.04 acres of the land for the future relocation of Purchaser's Operations/Administration/Maintenance facility and lease back 26.19 acres of unused land back to Seller for $200,000 per year for 20 years as provided herein. 4. Date of Closing. The Closing of this purchase shall take place at the offices of Meridian Title Corporation, 10th Floor, KeyBank Building, South Bend, Indiana or at such other place mutually agreeable to the parties no later than December 1, 2008, or such other date as is agreed to by the parties. Upon execution of this Agreement, Purchaser shall provide Seller with an earnest money deposit of One Million .Dollars ($1,000,000.00) (the "Earnest Money Deposit"). At Closing, Purchaser shall pay to Seller the Purchase Price less the Earnest Money Deposit. 5. Obligations of Parties at Closing. At the Closing, the parties hereby shall satisfy and perform the following: A. Seller shall: (1) Deliver a general Quit-Claim Deed conveying marketable title to the Property to Purchaser, subject to those items which are set forth in this Agreement as to which Purchaser has agreed shall be part of the title which Purchaser accepts at the Closing, and also subject to all leases, covenants, easements, restrictions and agreements with the South Bend Department of Redevelopment including but not limited to the South Bend Central Development Area Plan and the lien of non-delinquent taxes, zoning ordinances and building codes. (2) Provide a fully insured Closing through the Title Company (as hereafter defined) at the expense of Purchaser and Seller who shall equally share the insured closing expense, at which Title Company shall markup and agree to insure marketable title in Purchaser subject only to Permitted Exceptions (as hereafter defined) effective as of the moment 2 of Closing. Seller shall pay all title insurance premiums and charges with the exception of charges for any extended coverage which shall be paid by Purchaser. (3) Deliver to Purchaser possession of the Property, free and clear of all leases, tenancies, and occupancies, except those to which Purchaser has agreed the title may be subject. (4) Furnish evidence of its capacity and authority to sell the Property and close this transaction. (5) Execute and deliver any other documents or instruments which may be necessary or reasonably required by Purchaser or the Title Company to complete the sale of the Property and close this transaction, and make any pre - construction and construction documents and plans available to Purchaser upon request. B. Purchaser shall: (1) Make payment to Seller of the Demolition Contribution according to the terms set forth at Paragraph 2 of this Agreement. (2) Furnish evidence of its capacity and authority to purchase the Property and close this transaction by a Resolution from its Board of Directors. (3) Execute and deliver any other documents or instruments which may be necessary or reasonably required by Seller or the Title Company to complete the sale of the Property and close this transaction. 6. Risk of Loss. Risk of loss shaRremain on Seller prior to Closing. 7. Conditions Precedent to Purchaser's Obligations. In addition to any other condition of or contingency set forth in this Agreement, Purchaser's obligations under this Agreement are subject to the following contingencies, which contingencies, if not satisfied or waived by Purchaser in writing at Closing, shall constitute grounds for Purchaser to terminate this Contract by its written notice to Seller. A. The commitment for issuance of a policy of title insurance meeting the requirements of Paragraph 7 of this Agreement. B. Seller shall not be in default under any of the terms and conditions contained in this Contract.. C. Commitment by Seller to contribute all costs required to deliver to Purchaser a suitable building site for the construction of Purchaser's new maintenance facility as more particularly listed on attached Exhibit C attached hereto and made a part hereof (the "Site I Work"). The Commitment to perform the Site Work shall be deemed a representation and warranty which shall survive the Closing of the Property. D. Evidence that Purchaser has received grant approval for this transaction from the Federal Transit Administration. 8. Title Insurance Policy. Seller shall deliver to Purchaser no later than thirty (30) days after execution of this Agreement, a commitment issued by Meridian Title Corporation (the "Title Company") for the issuance of a policy of title insurance written on an ALTA form agreeing to insure marketable title in the Property in Purchaser or its assigns in the amount of the purchase price subject only to the general exceptions in the title insurance policy and those items listed in Paragraph 4(a) (i) of this Agreement ("Permitted Exceptions"). All title insurance company premiums and charges shall be paid by Seller, with the exception of charges for any extended coverage which shall be paid by Purchaser. In the event the commitment contains exceptions other than the Permitted Exceptions, Seller shall have thirty (30) days after the date of receipt of Purchaser's written notice identifying such exceptions to remove those exceptions or obtain Purchaser's consent to them. In the event. such exception(s), (other than Permitted. Exceptions), are not eliminated or Purchaser's consent to them obtained within thirty (30) days after Seller's receipt of the commitment, then this Agreement may, at Purchaser's option, be canceled by Purchaser's notice to Seller not later than five (5) days following the expiration of the thirty (30) day period. 9. Prorations at Closing. The Property is presently exempt from real estate taxes and personal property taxes and therefore no proration of taxes shall be made at the Closing. 10. Environmental Matters Pertaining to the Property. A. Representations and Warranties. Seller represents and warrants to Purchaser, such representations and warranties to be true and correct on the date hereof and as of the Closing date, that: El! (1) To the best of its knowledge, there are no Environmental Defects on the Property except as may be outlined on Exhibit D attached hereto and made a part hereof. (2) No lien has been imposed on the Property by any governmental agency at the federal, state, or local level in connection with the presence on or off the Property of any Hazardous Substance; (3) Seller has not: (a) entered into or been subject to any environmentally - related consent decree, compliance order or administrative order relating to the Property; (b) received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Defect relating to the Property; or (c) been subject to or threatened with any governmental or citizen enforcement action with respect to the Property. 11. Condemnation or Destruction. If prior to the Closing of this transaction, all or any substantial part of the Property is condemned, damaged or destroyed, Purchaser shall have the option of either applying the proceeds of any condemnation award or insurance policies to reduce the total purchase price payable by Purchaser herein or terminating this Agreement by delivering written notice of termination pursuant to this paragraph,to Seller within ten (10) days of the date Seller notifies Purchaser in writing of such condemnation, damages or destruction. 12. No Government Notices. Seller warrants that Seller has not received, or is aware of, any notification from any City, County, State or other governmental authority requiring any work to be done on or affecting the Property or expressing an intent to condemn or make special improvements for the benefit of the Property. Seller further warrants that in the event any such notice is received prior to Closing, Seller shall submit such notice to Purchaser for examination and approval. Should Purchaser fail to consent in writing to the action proposed by any such notice within thirty (30) days from the date Purchaser receives such notice, this Agreement may at Purchaser's option be canceled by Purchaser's written notice. 13. Assignment. Neither party shall have the right to assign this Agreement without the prior written consent of the other party. W • 14. Additional Remedies. In the event of breach of this Agreement by Seller, Purchaser shall have the right for specific performance and such additional remedies as otherwise are allowed by law or equity. The non - breaching party shall, in addition to the above remedies, be entitled to recover from the breaching party its attorney fees, expenses and costs arising from such breach and incurred in enforcing this Agreement. 15. Brokerage Services. The parties represent and warrant to each other that neither of them has made any commitment or agreement with a real estate salesman or broker to pay any fee or commission as a result of this transaction, and each agrees to indemnify and hold the other harmless against any such fees or commissions to which it has agreed. 16. Miscellaneous. A. Time is of the essence of this Agreement. B. If any term or condition of this Agreement be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby. C. This Agreement and the exhibits attached hereto constitute the entire agreement of the parties hereto and, unless specified otherwise herein, no representation, inducement, promises or prior agreements, oral or written, between the parties or made by any agent on behalf of the parties or otherwise shall be of any force or effect. D. This Agreement shall be construed and interpreted under the laws of the State of Indiana. E. Purchaser and Seller shall at the time of Closing execute such other papers and documents as .may be legally necessary or reasonably or customarily required in order to close this transaction. Purchaser may waive in writing any condition imposed on Seller in this Agreement without waiving any other condition or terminating this Agreement. F. The provisions of this Agreement shall not merge into the documentation from this transaction and shall survive and not merge into the Closing of this transaction and the execution and delivery of the deed pursuant hereto. G. Any notice hereunder must be in writing, and shall be deemed to have been given when deposited in the United States Mail, postage prepaid, overnight express mail, return receipt requested, addressed to the parties at the following addresses. RI gft South Bend Public Transportation Corporation Post Office Box 1437 South Bend, Indiana 46624 Attention: General Manager AND Chairman, Board of Directors South Bend Public Transportation Corporation Post Office Box 1437 South Bend, Indiana 46624 (PURCHASER) With a copy to: Michael D. Hardy Barnes & Thornburg, LLP 600 I't Source Bank Center 100 North Michigan Street South Bend, Indiana 46601 City of South Bend South Bend Redevelopment Commission 1200 County-City Building 227 West Jefferson Blvd. South Bend, Indiana 46601 (SELLER) With a copy to: City Attorney City of South Bend 1400 County-City Building 227 West Jefferson Blvd. South Bend, Indiana 46601 H. The provisions -hereof shall inure to the benefit of and binding upon the parties hereto and their successors in interest. ' I. Any addendum attached hereto shall be deemed a part hereof and shall supersede any conflicting terms or conditions contained in this Agreement. J. Seller agrees not to sell or agree to sell or transfer any portion of the Property as it exists on the date Purchaser presents this Agreement to Seller without Purchaser's consent, including but not limited to any personal property located on or useful to the Property. K. In addition to those costs and expenses allocated to and/or to be paid or assumed by Seller pursuant to this Agreement, Seller agrees to pay any other costs and expenses customarily paid by sellers. Purchaser agrees to pay those costs and expenses customarily paid by purchasers except those which are to be paid or assumed by Seller as specified in this Agreement. 17. Multiple Counterparts. This Agreement may be executed in multiple 01 counterparts, each of which shall be considered an original with counterparts signed by one party 7 when combined with counterparts signed by other parties to this Agreement constituting an original contract. IN WITNESS WHEREOF, the undersigned executed and delivered this Contract For Sale of Property on the date set forth below the name of each. Mq1F"--1M1ff5 " • 0 "PURCHASER" SOUTH BEND PUBLIC TRANSPORTATION CORPORATION By: Its: Dated: "SELLER" CITY OF SOUTH BEND, by its Redevelopment Commission By: Its: Dated: ATTEST: By: Its: Dated: 91 9 �J LEASE This LEASE ( "Lease "), entered into to be effective as of the date upon which Lessor acquires title to the Property (the "Effective Date "), by and between the SOUTH BEND PUBLIC TRANSPORTATION CORPORATION, a municipal corporation existing under the laws of the State of Indiana (the "Lessor "), whose address is 901 East North Side Boulevard, South Bend, Indiana and the CITY OF SOUTH BEND, INDIANA, by its REDEVELOPMENT COMMISSION, the governing body of the City of South Bend Department of Redevelopment, (the "Lessee "), whose address is 1300 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana. WITNESSETH: In consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows. THE TERM. A. The Lessor does hereby lease, demise, and let to the Lessee certain real estate in St. Joseph County, Indiana, described in Exhibit A attached hereto and made a part hereof (the "Property "), to have and to hold the same, with all rights, privileges, easements and appurtenances thereto belonging, for a term of 240 months (the "Term "), beginning on the Effective Date and ending at the expiration of the Term. B. Notwithstanding the foregoing, the term of this Lease will terminate upon the transfer of the Property by the Lessor to Lessee following the exercise by the Lessee of the option to purchase the Property and the payment of the option price all as more particularly described in Section XII hereof. 2. RENT PAYMENTS. The Lessee agrees to pay without notice, demand or set off rent ( "Rent ") for the Property during the Term the sum of Two Hundred Thousand Dollars ($200,000) per year (the "Annual Rent "). The first installment of Rent (the "First Installment ") shall be due upon the Effective Date of this Lease. The amount of the First Installment shall be that pro -rata proportion of the Annual Rent calculated from the Effective Date to the closer of the following March 15 or September 15. Thereafter, Rent shall be payable in advance in semi - annual installments on March 15th and September 15th of each year. It is further the intention of the parties that Lessee pay in addition to Rent, all amounts which are required to be paid, as hereinafter set forth or as otherwise requested by Lessor, in connection with the ownership, use and occupancy of the Property so that the Rent payable to Lessor is absolutely net of all expenses and costs associated with the Property. 0 3. ADDITIONAL RENTAL PAYMENTS. in In addition to Rent, Lessee shall pay without notice, demand or set off, as further rental for the Property all taxes and assessments levied against or on account of the Property or the receipt of lease rental payments hereunder. In addition, the Lessee shall pay for all of the utilities in connection with the operation of the Property. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee promptly upon request by Lessor. All of such payments are referred to as "Additional Rent ". In case the Lessee shall in good faith desire to contest the validity of any such tax or assessment, and shall so notify the Lessor, and shall furnish bond with surety approved by the Lessor for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the non- payment thereof when due, the Lessee shall not be obligated to pay the same until such contests shall have been determined. 4. LEASES AND AGREEMENTS TO WHICH THE REAL ESTATE ARE SUBJECT. The Property is leased by Lessee subject to all existing leases, easements and agreements. All rents under the above leases shall be collected by Lessee and shall be Lessee's property during the term of this Lease. Lessor's consent is not required for subleasing or terminating subleases of the Property or any part thereof. Lessor agrees to cooperate with Lessee with regard to street dedications and such easements as Lessee shall reasonably require in conjunction with its development plan, a copy of which shall be provided to Lessor and attached to this Lease as Exhibit B. 5. DAMAGE TO REAL ESTATE: WAIVER OF SUBROGATION. The parties mutually agree to release the other, and waive their entire right of recovery and right of subrogation of any claim against the other for loss or damage incurring in, on or about the Property, arising out of fire or other perils resulting from the negligence of the other party, or its agents and employees, to the extent such damage or loss is covered by fire, extended coverage or other insurance. This release shall apply only to the extent that such loss or damage is covered by fire, extended coverage or other insurance, regardless of whether such insurance is payable to or protects Landlord, Tenant or both parties. Nothing in this paragraph shall be construed to impose any other or greater liability on either Landlord or Tenant then would have existed in the absence of this paragraph. This release shall be in effect only so long as the applicable insurance policies contain clauses to the effect that this release shall not affect the right of the insured to recover under such policies of fire, extended coverage or other insurance or, if such clauses are not contained, this release shall not affect the right of the insured to recover under such policies. 6. INSURANCE AND INDEMNIFICATION. The Lessee, at its own expense, shall, during the term of this Lease, keep the Property insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or improvements of a similar type, with good and responsible insurance companies approved by the Lessor. Such insurance shall be in an amount at least equal to frill replacement cost of the Property as certified by a registered architect, registered engineer or professional appraisal engineer selected by the Lessor, on the effective date of this I Lease and on or before the first day of April of each year thereafter. Such appraisal may be based upon a recognized index of conversion factors. During the term of this Lease, the Lessee shall also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental value of the Property for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this Section IX. During the full term of this Lease, the Lessee will also, at its own expense, self - insure the Property up to the limits established under the Indiana Tort Claims Act against public liability and property damage claims. Lessee, to the fullest extent permitted by law, agrees to indemnify and hold Lessor harmless from any and all claims, liabilities, losses, costs and expenses (including attorneys' fees) arising from or in connection with the occupancy, condition, use or control of the Property and any improvements located thereon during the Lease term. Lessee shall be liable to Lessor for any damages to the Property and for any act done by Lessee or any person coming on the Property by the license or invitation of Lessee, express or implied. 7. ASSIGNMENT AND SUBLETTING. The Lessee shall not assign this Lease without the written consent of the Lessor which consent may be withheld by Lessor in Lessor's sole discretion. Lessee shall have the authority to sublet any portion of the Property in its sole discretion. 8. TRANSFER TO THE LESSEE. Upon expiration of this Lease and upon full payment by the Lessee of Base Rent and Additional Rent due under this Lease, for the payment of One Dollar ($1.00) by Lessee to Lessor, the Property shall become the absolute property of the Lessee, and, upon the Lessee's request, the Lessor shall execute and deliver to Lessee a Quit -Claim Deed and Assignment and other instruments and pay expenses required to convey to the Lessee all of the Lessor's title thereto. 9. DEFAULTS. A. If the Lessee shall default in the (i) payment of any Base Rent or Additional Rent or other sums payable to the Lessor hereunder, or (ii) observance of any other covenant, agreement or condition hereof and such default shall continue for thirty (30) days after written notice to correct the same, then, in -any of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, or may authorize or delegate the authority to file a suit or make appropriate claims, or the Lessor, at it's option, without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the Property and the Lessee covenants to surrender the same forthwith upon demand. B. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessors actual entry into possession. No waiver by the Lessor of any right to terminate this 12 Lease upon any default shall operate to waive such right upon the same or other default 0 subsequently occurring. C. Lessee understands and agrees that a default in this Lease by Lessee can result in substantial foreseeable costs to Lessor. Such costs may include, without limitation, reimbursements to the Federal Transit Administration for monies provided to Lessor for the purchase of the Property. Accordingly, as liquidated damages and not as a penalty, Lessee agrees that, upon a default of this Lease, it shall be liable to Lessor for such costs which may be in addition to the remaining lease payments reserved by this Lease. 10. NOTICES. All notices under this Lease by either party to the other party shall be deemed given upon deposit of the same in the U.S. Mail, postage prepaid, overnight express mail, return receipt requested, to the other party at such other party's address as set forth on the first page of this Lease, or at such other address as such party may from time to time hereinafter designate in writing. 11. SUCCESSORS OR ASSIGNS. All covenants in this Lease, whether by the Lessor or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 12. SEVERABILITY. In the event any section or provision of this Lease, or any covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into or taken under this Lease, or any application thereof, is for any reason held to be illegal or invalid, or is at any time inoperable, that illegality or invalidity or inoperability shall not affect the remainder hereof or any other section or provision of this Lease or any other covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into or taken under this Lease, which shall be construed and enforced as if that illegal or invalid or inoperable portion were not contained herein. 13. CAPTIONS. The captions included throughout this Lease are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease. 13 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf as of the day and year first written. "LESSOR" SOUTH BEND PUBLIC TRANSPORTATION CORPORATION M Its: Dated: "LESSEE" CITY OF SOUTH :y its Re ion b velopment Commission By: Its: K rl G. King, 4ce-President 0 Dated: November 18, 2005 ATTEST:' By: Its: Gregory S. Downes, Secretary Dated: November 18, 2005 SBDS02 MDH 316707v5 14 z.