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HomeMy WebLinkAboutNo. 2585 transferring property to the board of public works for the purpose of transferring the property to a non-profit entityRESOLUTION NO. 2585 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION TRANSFERRING PROPERTY TO THE BOARD OF PUBLIC WORKS FOR THE PURPOSE OF TRANSFERRING THE PROPERTY TO A NON - PROFIT ENTITY WHEREAS, the South Bend Redevelopment Commission (the "Commission "), the governing body of the Department of Redevelopment of the City of South Bend, Indiana (the "City ") and the Airport Economic Development Area (the "Area "), exist and operate under the provisions of Indiana Code § 36 -7 -14, as amended (the "Act "); and WHEREAS, the South Bend Board of Public Works (the "Board ") is the body with statutory authority to acquire, manage and dispose of property located within the City; and WHEREAS, the property located at 1010 Bendix Drive, South Bend, Indiana, (the "Property ") is located within the City and within the Area; and WHEREAS, on June 6, 2008, the Commission and Saint Joseph Regional Medical Center, Inc. ( "SJRMC "), entered into a Development Agreement, attached hereto as Exhibit A (the "Agreement "), concerning the Property; and • WHEREAS the Agreement provided for the donation of the Property b its then owner, :�' p p Y Y SJRMC, to the South Bend Redevelopment Commission, for the sole purpose of renovating the structure wherein quality medical services will be offered to the residents of the West side (the "Project ") through the joint efforts of SJRMC and Memorial Hospital of South Bend ( "Memorial "); and WHEREAS, upon completion of the Project, the Property is to be transferred to Community Health Partners of South Bend, Inc., an Indiana non - profit corporation ( "CHP "), which has been formed by SJRMC and Memorial; and WHEREAS, the Commission considers the Project a benefit to the health and welfare of all of the West side community's residents, and WHEREAS, the Commission has entered into an Agency Agreement with the Board, whereby the Board assumed responsibility for bidding and managing the Project; and WHEREAS, the Board has completed the Project and it is now necessary to transfer the Property to CHP; and WHEREAS, the Board is the appropriate body to transfer the Property to CHP and the Commission should transfer the Property to the Board in order to effect the transfer to CHP pursuant to the terms of the Agreement. • NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1. The Commission shall transfer the Property by quitclaim deed, in the form attached hereto as Exhibit B, to the South Bend Board of Public Works for the sole purpose of conveying the Property to Community Health Partners of South Bend, Inc., an Indiana non - profit corporation, or to such other entity as may be appropriate under the terms of the Agreement. 2. This Resolution shall be in effect upon the passage of a resolution by the Board accepting the transfer of the Property and transferring the Property to CHP or to such other entity as may be appropriate under the terms of the Agreement. ADOPTED at a meeting of the South Bend Redevelopment Commission held on May 15, 2009, at 1308 County -City Building, 227 W. Jefferson Boulevard, South Bend, Indiana 46601. David A. Varner, Vice President Signature Printed Naine and Title SOUTH BEND REDEVELOPMENT MISSION ignature Marcia I. Jones, President Prime Name an Tit e -2- L Exhibit A (Development Agreement with Exhibits) -3- • EXHIBIT B The Bendix Family Physicians will provide two competitively paid, full -time physicians, fund programs specifically designed for chronic disease management for Latinos and African Americans, have a Spanish - speaking medical interpreter, and create an educational center wherein health - related classes would be offered for people of various age groups, support a prescription assistance program for the uninsured, etc. BPO hours of operation will be a minimum of 40 hours per week, and will be specifically coordinated to provide both convenience and regularity. This will allow vulnerable populations to receive quality health care and education. The two Health Systems will continue to subsidize the practice to ensure sustainability of the project. Basic health care needs will be met through a combination of a primary care physician's office, consistent health - related educational offerings (Chronic Disease Management, Nutrition, Exercise, Smoking Cessation, Mammograms via the Mobile Medical Unit, I& access to more specialized care, Senior Services Programs, Prenatal Care Coordination, etc.), medication assistance, and health fairs for the broader neighborhood. Specific, quantitative benchmarks for success will be established in advance and results tracked and documented; i.e., decreasing Hospital Emergency Trauma Center visits which may be categorized as primary care in nature, and decreasing hospital admissions for Diabetic and Congestive Heart Failure patients served through Education and Case Management. DEVELOPMENT AGREEMENT Between the City of South Bend Redevelopment Commission . and Saint Joseph Regional Medical Center, Inc. This Development Agreement ( "Agreement "), dated the 6`h day of June, 2008, is made and entered into between the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission ") and SAINT JOSEPH REGIONAL MEDICAL CENTER, INC. ( "SJRMC "), a nonprofit corporation organized and duly existing under the laws of Indiana (the South Bend Redevelopment Commission and SJRMC being sometimes referred to herein individually as a "Party" and collectively as the "Parties "). WHEREAS, the donation of the real property commonly known as 1010 Bendix Drive, South Bend, Indiana, and all improvements thereon (the "Property "), by its present owner, SJRMC, to the South Bend Redevelopment Commission is made for the sole purpose of renovating the structure wherein quality medical services will be offered to the residents of the West side through the joint efforts of SJRMC and Memorial Hospital of South Bend ( "Memorial "); and WHEREAS, a Community Needs Assessment performed in 2007 by SJRMC noted that the most pressing needs for Westside residents were access to primary health care services in their immediate locale, affordability of that care, and having a permanent medical home in which established physicians would provide care on a regular basis, SJRMC approached Memorial Hospital of South Bend and the City of South Bend with its findings and invited both entities to join in an effort to address the health- related needs of the residents; and WHEREAS, traditionally competitors in providing medical care, SJRMC and Memorial have a mutual mission to improve the health status of the communities they serve, and with this initiative, the two Health Systems take an unprecedented step by developing a formal partnership to serve vulnerable, medically underserved residents on the Westside; and WHEREAS, the Commission considers the Project a benefit to the health and welfare of all of the community's residents, and WHEREAS, the Commission has identified the encouragement of new development in the LaSalle Square neighborhood as a goal of the Airport Economic Development Area, and will implement a strategy for a new commercial and residential center in the immediate area of 1010 Bendix Drive that will be supported and enhanced by the Project. NOW, THEREFORE, the Parties hereby agree and represent as follows: 1. SJRMC will convey fee simple interest in the Property by quitclaim deed to the South Bend Redevelopment Commission. SJRMC will not warrant title to the Property nor provide title insurance, provided, however, that the Commission may refrain from accepting title to the Property if, in its sole discretion, SJRMC is unable to convey acceptable title to the BDD1301 5262573v2 Property. Prior to the conveyance of the Property, the Commission shall, at their own expense, Y conduct a title search and also obtain and deliver to SJRMC a commitment for an owner's policy of title insurance in which the title insurer shall agree to insure the Property for the full amount of the rehabilitation costs, or $500,000, whichever is greater, in the name of the Commission. SJRMC shall reimburse the Commission for any of its costs in obtaining title insurance for the Property. 2. A professional architect will assess the renovation needs of the Property, draft plans and cost estimates for the renovation. The renovation plans and cost estimates will be presented by the architect to the Commission for approval. Once approved, the architect, under contract with the Commission, will work with the City of South Bend Board of Public Works, through interagency agreement with the Commission, to refine the bid specifications, publicly advertise and bid the Project, and oversee construction activity. The source of funding for the project is the Airport Economic Development Area Tax Increment Financing (TIF) fund. The approved total project budget is Five Hundred Thousand Dollars ($500,000), subject to appropriation by the Commission. Project costs in excess of this amount, inclusive of professional consulting fees, construction bids, change orders and holding costs, may not be expended without approval by the Commission. A preliminary outline of the scope of work to be contracted through public bid is attached hereto as Exhibit A. Completion of the renovation and reconveyance of property is anticipated to be on or before December 31St, 2008, allowing 30 days for moving equipment and furnishings into the facility for an opening date of January 31St, 2009,. 3. The Property will be owned, operated, and maintained by the Commission during the renovation. All expenses relating to the ownership and operation of the Property, including utility charges, shall be apportioned such that SJRMC shall be deemed to have been obligated for all expenses relating to the period prior to the date of the deed and the Commission shall be obligated for all expenses relating to the period on or after the date of the deed until subsequently conveyed as provided herein. 4. A legal 501(c)(3) entity to be named "Community Health Partners of South Bend" will be established by SJRMC and Memorial as equal participants in its formation and operation. 5. Upon completion of the building renovations by the Commission and formation of the legal 501(c)(3) entity, the Commission will convey the Property to Community Health Partners of South Bend. If the building renovations are completed before such entity is formed, the Commission will convey the Property to SJRMC to hold until formation of the entity. The Property also shall be returned to SJRMC should the entity not be formed, dissolve, or cease operating for any reason. In this instance, SJRMC will pay to the Commission all documented expenses incurred for the ownership and partial or complete rehabilitation of the Property, less any expenses reimbursed by the title insurance policy, if partial rehabilitation is due to any title defects or newly discovered encumbrances. SJRMC will also pay all expenses incurred should the Bendix Family Physicians not be furnished and open for service within 12 months after the reconveyance of the Property by the Commission. Page 2 of 4 BDDB01 5262573v2 6. SJRMC and/or Community Health lth Partners of South Bend will invest approximately $1.2 million in private funds to furnish and equip the Bendix Family Physicians building as a full service medical practice and community health informational programming venue, and shall provide ongoing operational and building maintenance expenses. SJRMC shall require Bendix Family Physicians to continue regular operations for a minimum of ten years from the date of opening. Such regular operations are described on Exhibit B attached hereto. SJRMC represents and warrants that SJRMC and/or Community Health Partners will pay the Commission's incurred Project expenses up to $500,000, prorated on annual basis, if operations cease during this period or the responsible 501(c)(3) entity is dissolved without assigning the terms of this agreement to an entity which shall provide the level of services provided by Bendix Family Physicians for the remainder of the ten (10) year term. 7. SJRMC represents and warrants that it has all requisite corporate authority to enter into this Agreement. 8. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 9. The Parties agree to take such actions, including the execution and delivery of documents and instruments, as may be necessary or appropriate to carry out the terms and intent of this Agreement and to aid and assist each other in carrying out the terms and intent. 10. No recourse under or upon any obligation, covenant, or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the appointed or elected public officials of the City or the Commission or their respective officers, agents, and employees, in any amount subject to the terms and conditions herein, and no liability, right or claim at law or in equity shall attach to or shall be incurred by the public officials of the City, the Commission or their respective officers, agents, and employees and all such claim's are hereby expressly waived and released as a condition of and as a consideration for the execution of this Agreement by the Commission, provided such elected officials, officers, agents, and employees are acting pursuant to lawful authority and are uniformly enforcing and/or administering the laws, ordinances, practices and procedures of the City and the Commission. No recourse under or upon any obligation covenant or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the officers, agents, employees, or shareholders of SJRMC in any amount subject to the terms and conditions herein. 11. If any portion of this Agreement, or its application to any person, entity, or property, is held invalid or unenforceable, the application or validity of any other portion of this Agreement shall not be affected. 12. The Parties shall each bear their own costs and expenses with respect to this Agreement and the other matters contemplated hereby, including, without limitation, the fees and expenses of their respective legal counsel. 13. This Agreement shall be construed in accordance with the laws of the State of Indiana. Page 3 of 4 BDDBOI 5262573v2 • • • 14. This Agreement may be executed in more than one counterpart which, when executed, shall together constitute one agreement. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written. Saint Joseph Regional Medical Center, Inc. By: S Its: yam' South Bend Redevelopment Q-oMmission 6A"'� lGo By: Marcia L Jones, resident Its: AT ST: By: F, eL,`N 16'4. By: Its: 98rt,27YPe &MAr 5y .acs Its: BDDB01 5262573v2 Page 4 of 4 t EXHIBIT A BPO - Bendix Physicians' Office 3- Jun -08 Budget based on 4 -2 -08 schematic drawing set General Conditions 30,000.00 New Concrete Approaches / walks 8,500.00 Drainage / retention / allowance 10,000.00 Pavement (asphalt recoat) /wheelstops / lines 40,000.00 Site grading / restoration / seeding 8,000.00 Bldg demo / floor cutting / patching 12,000.00 bldg excavation / concrete footing 7,000.00 structure / framing / misc carpentry 20,000.00 add insulation to attic 5,000.00 new roof at meeting room / fascia & soffit - 13,000.00 tear off and reroof balance of roof 15,000.00 New doors / frames / hardware ext 5,000.00 int 4,000.00 Replace /repair ext'g windows - clad & trim / 3 solar tubes 6,000.00 system at mtg room & vestibule 15,000.00 ,Storefront New cement fiber siding 30,000.00 fir /plywd gable ends w/ battens 3,000.00 exterior painting . 3,000.00 interior painting 20,000.00 New GWB parititions / clg new mtg rm / rework existing ceilings at lab, etc, 5,000:00 Flooring - the at entry / carpet / rubber base (4000 SF) 22,000.00 specialties (toilet access, bars, etc) 2,000.00 cabinetry & HPL tops 20,000.00 Site signage (rework existing) 0.00 by Owner Landscaping (add trees shrubs, etc) 5,000.00 Subtotal: 308,500.00 Contingency on subtotal: 5% 15,425.00 HVAC / Plumbing / Electrical / site lighting 110,000.00 Information technology 3,000.00 Security 0.00 assume reuse existing Consulants (mech, struct, landscape, etc) 15,000.00 quotes received Preliminary construction budget: 451,925.00 Program Delivery (SBHF project oversite) 10% 45,192.50 *TOTAL Project: 497,117.50 • • • Exhibit B (Form of Deed from the Redevelopment Commission to the Board of Public Works) • MAIL DEED TO: City of South Bend, Board of Public Works Suite 1316 227 W. Jefferson Blvd. South Bend, IN 46601 MAIL TAX BILLS TO: City of South Bend, Board of Public Works Suite 1316 227 W. Jefferson Blvd. South Bend, IN 46601 r� TAX KEY NO: 18- 2053- 187101 AUDITOR'S RECORD Transfer No. Taxing Unit _ Date QUIT CLAIM DEED THIS INDENTURE WITNESSTH, that the CITY OF SOUTH BEND, by and through its Department of Redevelopment, the Grantor, CONVEYS AND QUIT CLAIMS TO the CIVIL CITY OF SOUTH BEND for the use and benefit of its Board of Public Works, the Grantee, for and in consideration of one dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, the following described real estate in St. Joseph County, State of Indiana. Lot Lettered "A" as shown on the recorded Plat of S.J.M.C. Replat of Lots 23, 24, 25, 26 & 27 of Westchester- First Unit, recorded December 23, 1987 as Document Number 8740463 in the Office of the Recorder of St. Joseph County, Indiana. • t Subject to all easements, covenants and restrictions of record. The undersigned represent and certify, on behalf of Grantor, that the undersigned are the duly elected officers of the City of South Bend Redevelopment Commission and have been fully empowered by proper action to execute and deliver this Quit Claim Deed, that the Grantor has full capacity to convey the Real Estate described herein and that all necessary action to authorize this conveyance has been duly taken. IN WITNESS WHEREOF, Grantor has caused this deed to be executed by its Authorized Representatives this day of May, 2009. CITY OF SOUTH SEND, by and through its Redevelopment Commission By: Its: Attest: By: Its: • STATE OF INDIANA, SAINT JOSEPH COUNTY SS: Before me, the undersigned, a Notary Public in and for said County and State, this day of May, 2009, personally appeared and , to me known to be the and of the City of 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. My commission expires: Signature Printed Notary Public Resident of County, Indiana This instrument was prepared by Lawrence J. Meteiver, Assistant City Attorney, 1400 County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601, (574) 235 -9294. I afrrn, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required bylaw. Lawrence J. Meteiver. •