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HomeMy WebLinkAboutNo. 1962 ratifying/confirming/approving certain actions related to the SBCSC projectRESOLUTION NO. &;_ A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION RATIFYING, CONFIRMING AND APPROVING CERTAIN ACTIONS RELATED TO THE SOUTH BEND COMMUNITY SCHOOL CORPORATION PROJECT WHEREAS, the South Bend Community School Corporation ( "SBCSC ") intends to relocate its operations that are presently being conducted in the building located at 635 South Main Street and commonly known as the South Bend Community School Corporation Education Center ( "Education Center ") and to construct a new building within the City of South Bend; and WHEREAS, the South Bend Redevelopment Commission ( "Commission "), desires to facilitate SBCSC in relocating the Education Center and proposes that SBCSC relocate the Education Center to a new building at a site located in 400 block of South Main Street ( "Development Site ") within the South Bend Central Development Area ( "SBCDA "); and WHEREAS, on February 10, 2003, SBCSC and the City of South Bend entered into a non- binding Memorandum of Understanding ( "MOU ") that expresses the intent of each of the parties at the time that the MOU was executed concerning relocation of the Education Center; and WHEREAS, pursuant to Indiana Code § 36- 4 -5 -3, the Mayor for the City of South Bend is empowered to sign contracts of the City; and WHEREAS, in order to facilitate the Project, the Mayor has heretofore executed the MOU on behalf of the City pursuant to I.C. § 36- 4 -5 -3; and WHEREAS, the Commission desires to ratify the MOU dated February 10, 2003; and WHEREAS, the Cominission believes that the Project as described in the MOU is in the best interests of the health, safety and the social and economic welfare of the City and its residents and that the Project complies with federal, state and local laws under which the Project has been undertaken and is being assisted. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Conunission as follows: 1. The actions taken by the Mayor of the City of South Bend relating to the Project, including the execution of the Memorandum of Understanding dated February 10, 2003 on DR 14 A behalf of the City are hereby in all respects ratified, confirmed and approved. 2. This Resolution shall be in full force and effect after its adoption by the South Bend Redevelopment Commission. ADOPTED at a meeting of the Board of Public Works of the City of South Bend, Indiana held on March 7, 2003 at 1300 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Robert W. Hunt, President South Bend Redevelopment Commission ATTEST: H:\ WPData\Projects \SBCDA\SBCommSchool\Res- Comm s Ratifiy MOU.wpd -2- Lof MEMORANDUM OF UNDERSTANDING by and between South Bend Community School Corporation and City of South Bend, Indiana February 10, 2003 THIS MEMORANDUM OF UNDERSTANDING, dated as of the IL day of February, 2003, is made and entered into between the South Bend Community School Corporation and the City of South Bend, Indiana. RECITALS WHEREAS, the South Bend Community School Corporation ( "SBCSC ") intends to relocate its operations that are presently being conducted in the building located at 635 South Main Street and commonly known as the South Bend Community School Corporation Education Center ( "Education Center ") and to construct a new building within the City of South Bend; and WHEREAS, the City of South Bend ( "City "), desires to facilitate SBCSC in relocating the Education Center and proposes that SBCSC relocate the Education Center to a new building at a site located in 400 block of South Main Street (the "Development Site "), which is more particularly described in the map attached hereto and incorporated herein as Exhibit "A "; and WHEREAS, the parties hereby agree that, should SBCSC determine that it is economically and technically feasible for a new building to be constructed that is suitable for its needs on the Development Site ( "Project "), it is of mutual benefit for the parties to jointly formulate a plan for the Project that will include the commitments of each party that are necessary to accomplish the Project; and WHEREAS, SBCSC and City hereby agree that the Project as proposed in this Memorandum of Understanding is in the parties' mutual best interests and that the best interests of the citizens of South Bend will be served by the SBCSC, and the City working together to evaluate the economic and technical feasibility of the proposed relocation and, if so determined, to accomplish the Project. NOW, THEREFORE, the Parties hereby agree and represent as follows: I. PURPOSE The purpose of this Memorandum of Understanding ( "MOU ") is to set forth the discussions that SBCSC, and City have had with one another to date with respect to the Project. The executed MOU shall be a non - binding document that expresses the intent of each of the parties at the time this MOU is executed. The SBCSC, and City hereby acknowledge that this MOU does not give rise to any binding contractual obligations among or between the parties. The parties also acknowledge the need to more fully express the terms related to items set forth herein and the need to reach final agreement in the future on various terms of any future development. The definitive terms of agreement for any future development related to the Project shall be further set forth in a separate agreement between the SBCSC and South Bend Redevelopment Commission (the "Development Agreement "). This MOU is a statement of the parties' mutual good faith intentions to proceed with the Project as described herein. Any final agreement as to terms shall be set forth in the Development Agreement and shall be subject to the appropriate resolutions or approval of the parties' respective governing bodies. In the event that a definitive Development Agreement cannot be successfully negotiated and executed, this MOU does not create any legally binding obligation among or between the parties. II. CITY'S COMMITMENTS 1. Consistent with Ind. Code §36- 7 -14 -1, et. seq., City, through its Redevelopment Commission ( "Commission ") shall assemble a Development Site, which will be composed of Lots 1, 2, 3, 4, and 5 as shown on Exhibit "A" attached hereto ( "Disposition Parcels "). 2. In order to assemble the Development Site, City shall cause Disposition Parcels Lots 3, 4, and 5 as described in Exhibit "A" to be appraised and, together with Disposition Parcels 1 and 2, shall be offered for disposition through the public bidding process set forth at Ind. Code § 36- 7 -14 -1, et seq., by which the Commission is bound. Consistent with Ind. Code § 36- 7- 14 -22, the bid shall be awarded to the successful bidder meeting the bid criteria including, but not limited to, the retention of SBCSC's administrative and support functions in the downtown. 3. Upon completion of the bidding process or, at the end of the public bidding process by way of a negotiated purchase, City shall accept as consideration from SBCSC in exchange for the Development Site, the approximately three (3) acres of land previously transferred by SBCSC to the City associated with the TJX distribution center project located at Sample and Olive Streets in South Bend and the sum of money equal to the City's cost of land acquisition not to exceed Three Hundred Seven Thousand and 00 /100 Dollars ($307,000.00). As additional consideration for the transfer, SBCSC shall execute an agreement with TRANSPO related to SBCSC's property identified on Exhibit "A" as Lot 8. As further consideration for this transaction, SBCSC shall transfer SBCSC's property identified on Exhibit "A" as Lot 10 and Lot 11 to City, provided however, that City has successfully negotiated an agreement with Historic Landmarks Foundation of Indiana ( "HLFI ") for transfer of Lots 10 and 11 to HLFI. In the event that City is unable to negotiate an agreement with HLFI, the Project, as described herein, shall not proceed. 4. Except as otherwise provided herein, City shall bear the costs associated with acquiring any of the Disposition Parcels including any partial take and/or severance damages to adjacent properties. City shall also bear the cost of demolishing any improvements on the Development Site and shall deliver the Site in "as is" condition by way of a quit claim deed. 5. City agrees, providing SBCSC fulfills its commitments as set forth in this MOU and any subsequent Development Agreement, that SBCSC at its option may transfer any portion of the Development Site and assign its rights under this MOU and the Development Agreement to a third party in order to permit SBCSC to engage a third party developer to construct and own a building, grounds, and ancillary facilities that the developer shall lease to SBCSC. In the event of such a transfer or assignment, the transferee or assignee shall have the same rights and obligations as SBCSC under this MOU and any subsequent Development Agreement. 6. City will not provide a tax abatement for the Project. Commission understands and acknowledges that at the end of the lease and transfer of the property to SBCSC, current tax laws permit the property to be classified as tax exempt with no property tax liability by SBCSC. III. SBCSC'S COMMITMENTS 1. SBCSC shall relocate certain operations, which are presently conducted in the Education Center, to a new building within the City of South Bend to be constructed by SBCSC or its agent on the Development Site and consisting of approximately 40,000 to 50,000 square feet together with concomitant parking facilities. 2. SBCSC agrees to bid on the Development Site when it is offered for disposition through the public bidding process required by Indiana law or to participate in negotiations to purchase the Disposition Parcels following the closing of the bidding process consistent with Ind. Code § 36- 7- 14 -22. 3. As consideration for the Development Site, SBCSC agrees to transfer at no additional cost to City, the approximately three (3) acres of land previously transferred by SBCSC to the City associated with the TJX distribution center project located at Sample and Olive Streets in South Bend and to pay a sum of money equal to the City's cost of land acquisition not to exceed Three Hundred Seven Thousand and 00 /100 A Dollars ($307,000.00). As additional consideration for the transfer, SBCSC agrees to execute an agreement with TRANSPO related to SBCSC's property identified on Exhibit "A" as Lot 8. As further consideration for this transaction, SBCSC shall transfer SBCSC's property identified on Exhibit "A" as Lot 10 and Lot 11 to City, provided however, that City has successfully negotiated an agreement with Historic Landmarks Foundation of Indiana ( "HLFI ") for transfer of Lots 10 and 11 to HLFI. In the event that City is unable to negotiate an agreement with HLFI, the Project, as described herein, shall not proceed. SBCSC hereby acknowledges and understands that City does not intend to retain title to Lots 10 and 11 as a consequence of this transaction, but shall only hold said properties on an interim basis. 4. SBCSC shall accept transfer of the Development Site from City in "as is" condition by way of a quit claim deed. IV. MISCELLANEOUS 1. City and SBCSC agree to work together to develop a plan for site development and construction on the Development Site that is acceptable to both parties and consistent with the City's design guidelines for the South Bend Central Development Area. This will include planning for the required access to the back of the Inwoods and McNeese buildings which would include a cross access easement on the assembled site to Main Street from the remaining portion of the north -south alley. 2. In entering into this MOU, City has relied upon SBCSC's representation that (i) SBCSC or its agent will construct a building on the Development Site of approximately 40,000 to 50,000 square feet; (ii) the building will house approximate 150 employees; and (iii) the building will not include any major warehouse /distribution, repair /service or food preparation areas and the primary purpose of the building will be to provide office, meeting, conference, training and other related uses. 3. This transaction shall not proceed beyond execution of this non - binding MOU in the event that: (i) SBCSC determines that the Project as described herein is not feasible; or (ii) SBCSC does not enter into a separate agreement with TRANSPO related to Lot 8 as shown at Exhibit "A "; or (iii) City is unable to successfully negotiate an agreement with HLFI concerning the property identified on Exhibit "A" as Lot 11; or (iv) or as otherwise mutually agreed by the parties. [SIGNATURE PAGE ATTACHED] CITY OF SOUTH BEND, INDIANA Stephen J. Lue k ayor 14 SOUTH BEND COMMUNITY SCHOOL CORPORATION BOARD OF TRUSTEES YA ,. MI Vlw�