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HomeMy WebLinkAboutNo. 1146 approving and accepting the transfer of real property from the St. Joseph County Airport Authorityi WHEREAS, certain real particularly and RESOLUTION 1146 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND ACCEPTING THE TRANSFER OF REAL PROPERTY FROM THE ST, JOSEPH COUNTY AIRPORT AUTHORITY the St. Joseph County Airport Authority is the owner of property situated in St. Joseph County, more described at attachment "A" hereto ( "the Airport Land "); WHEREAS, the South Bend Redevelopment Commission is desirous of acquiring the Airport Land for the use and benefit of the Department. of Redevelopment in order to allow for the development of Blackthorn Corporate Center, a .first -class business campus; and 'WHEREAS, the St. Joseph County Airport Authority. on March 11, 1993, adopted Resolution Z- wherein it expressed its desire and intent to convey the Airport Land for such.purpose, pursuant to certain terms and conditions of said purchase. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The South Bend.Redevelopment Commission hereby approves and accepts the conveyance of the Airport Land to the City of South.Bend. for the use and benefit of its Department of Redevelopment pursuant. to the terms and conditions of the Purchase Agreement, attached hereto and incorporated herein. 2. The South Bend Redevelopment Commission hereby directs. its attorney to prepare all necessary documents to carry out the intent expressed herein.. 3. The South. Bend Redevelopment Commission hereby directs its President to execute all documents necessary to carry out the intent expressed herein. Adopted at the special meeting of the South Bend Redevelopment Commission held the 19th day of March, 1993, at 1308 County -City Building, South Bend, Indiana 46601. ATTEST: Theo F. Sharp, Secre ry SOUTH BEND REDEVELOPMENT COMMISSION Paula N. Auburn, President W r�� jj 3giE. .:�4r �F 4K WHEREAS, certain real particularly and RESOLUTION 1146 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND ACCEPTING THE TRANSFER OF REAL PROPERTY FROM THE ST, JOSEPH COUNTY AIRPORT AUTHORITY the St. Joseph County Airport Authority is the owner of property situated in St. Joseph County, more described at attachment "A" hereto ( "the Airport Land "); WHEREAS, the South Bend Redevelopment Commission is desirous of acquiring the Airport Land for the use and benefit of the Department. of Redevelopment in order to allow for the development of Blackthorn Corporate Center, a .first -class business campus; and 'WHEREAS, the St. Joseph County Airport Authority. on March 11, 1993, adopted Resolution Z- wherein it expressed its desire and intent to convey the Airport Land for such.purpose, pursuant to certain terms and conditions of said purchase. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The South Bend.Redevelopment Commission hereby approves and accepts the conveyance of the Airport Land to the City of South.Bend. for the use and benefit of its Department of Redevelopment pursuant. to the terms and conditions of the Purchase Agreement, attached hereto and incorporated herein. 2. The South Bend Redevelopment Commission hereby directs. its attorney to prepare all necessary documents to carry out the intent expressed herein.. 3. The South. Bend Redevelopment Commission hereby directs its President to execute all documents necessary to carry out the intent expressed herein. Adopted at the special meeting of the South Bend Redevelopment Commission held the 19th day of March, 1993, at 1308 County -City Building, South Bend, Indiana 46601. ATTEST: Theo F. Sharp, Secre ry SOUTH BEND REDEVELOPMENT COMMISSION Paula N. Auburn, President W r�� jj EXHIBIT A A parcel of land located in the Northwest Quarter (NW$) of Section Twenty -Nine (29), Township Thirty -eight (38) North of the Second Principal Meridian and all being located in.the City of South Bend, German Township, St. Joseph County, Indiana and more particularly described as follows: Beginning at a monument, found, at this Northeast Corner of the Northwest Quarter (NW;) of said Section Twenty -Nine (29); thence South 00 °10'44" East (this and all subsequent bearings being referenced to the East line of the Southwest Quarter (SW4) of Section Twenty (20), Township Thirty - Eight (38) North, Range Two (02) East which has a grid bearing of North 00 019153" West), along the East line of said Northwest Quarter (NWA) of Section Twenty -Nine (29), a distance of 970.00 feet; thence North 89027109" West, parallel with the North line of said Northwest Quarter (NWA) of Section. Twenty -Nine (29), a distance of 750.00 feet; thence North 52 059149" West a distance of 689.95 feet; thence North 00 °10144" West, parallel with the East line of the said Northwest Quarter (NW4) of Section Twenty -Nine (29), a distance of 560.00 feet to the point on the North line of said Northwest Quarter (NW4) of Section Twenty -Nine (29); thence South 89 027109" West, along the North line of said Northwest Quarter (NW4) of Section.Twenty -Nine (29), a distance of 1299.74 feet to the Point of Beginning. G Q EXHIBIT A LOT I: A part of the Southeast Quarter (SE4) of Section 19 and a part of the Northwest Quarter (NW4) and a part of the Southwest Quarter (SW4) of Section 20 all in Township 38 North, Range 2 East, German Township, St. Joseph County, Indiana, more particularly described as follows: Commencing at the southwest corner of the Southwest Quarter of said Section 20, also being the southeast corner of the Southeast Quarter of said Section 19, thence North 00 014109" West a distance of 70.00 feet along the east line of said Southeast Quarter also being the west line of said Southwest Quarter to the Point of Beginning of this description; thence North 89 047123" West a distance of 331.96 feet parallel with and 70.00 feet north of the south line of said Section 19, thence North 00 012137" East a distance of 35.00 feet; thence North 89 047123" West a distance of 1109.88 feet parallel with and 105.00 feet north of said south line; to the east right of way line of Ramp "H -1 -A" of the Indiana Toll Road - U.S. 31 Bypass interchange, thence North 00 009146" East a distance of 95.12 feet along said east right of way line, thence North 19 °07138" West a distance of 105.95 feet along said east right of way line; thence North 00 009147" East a distance of 613.95 feet along said east right of way line, thence North 27 051125" East a distance of 177.09 feet along said east right of way line to the southeast right of way line of Ramp 71 of the Indiana Toll Road - U.S. 31 Bypass interchange; thence North 55 033103" East a distance of 195.00 feet along said southeast right of way line; thence North 45 009146" East a distance of 196.84 feet to the south line of the Northeast Quarter (NEU of the Southeast Quarter (SE4) of Section 19, also being the south line of a parcel of land referenced in a "Quit Claim Deed" to the Indiana Toll Road Commission (Book 825, Page 591, St. Joseph County Recorder), thence South 89 034136" East a distance of 986.04 feet along said south line to the southwest corner of a parcel referenced in a "Warranty Deed" to the South Bend Redevelopment Authority (Document No. 9127017, St. Joseph County Recorder), thence North 00 °14'09" West a distance of 1029.71 feet along the west line of said parcel to the southeast right of way line of the Indiana Toll Road; thence North 40 030'00" East a distance of 153.41 feet along said southeast o a right of way line, also being the northeast line of said "Warranty Deed" to the South Bend Redevelopment Authority, to the east line of the Southeast Quarter (SEA) of Section 19; thence North 40 026151" East a distance of 222.43 feet along said southeast right of way line also being the northeast line of said "Warranty Deed" to the South Bend Redevelopment Authority, to the north line of the Southwest Quarter (SWA) of Section 20; thence North 55 053147" East a distance of 126.65 feet along said southeast right of way line to the north line of a parcel referenced in a "Quit Claim Deed" to the Indiana Toll Road Commission (Document No. 225535, St. Joseph County Recorder), also being the south right of way line of said Indiana Toll Road, thence South 89 043'02" East a distance of 1348.71 feet along said north line and also along the north line of a parcel referenced in a "Special Warranty Deed" to Richard E. Bradford and Helen M. Bradford (Document No. 7920810, St. Joseph County Recorder) also along a parcel referenced in a "Warranty Deed" to the South Bend Redevelopment Authority (Document No. 9133751, St. Joseph County Recorder), all being along the south right of way line of the Indiana Toll Road; thence South 00 016158" West a distance of 30.00 feet along an east line of said "Warranty Deed" and also a west line of the Indiana Toll Road; thence South 89 043102" East a distance of 412.00 feet along the north line of said "Warranty Deed" also being the south line of the Indiana Toll Road to the east line of said "Warranty Deed "; thence South 00 °16158" West a distance of 468.80 feet along the east line of said "Warranty Deed" also being the west line of the Indiana Toll Road, also along the west line of a "Warranty Deed" to the State of Indiana (Book 538, Page 506, St. Joseph County Recorder), thence South 89 043102" East a distance of 605.99 feet along the south line of said "Warranty Deed" to the State of Indiana and along the north line of said "Warranty Deed" to the South Bend Redevelopment Authority; to the east line of the Southwest Quarter (SWA) of Section 20, also being the centerline of Mayflower Road; thence South 00 119'54" East a distance of 44.05 feet along said east line to the north right of way line of Nimtz Parkway, thence South 89 040107" West a distance of 102.68 feet along said north right of way line; thence North 89 049135" West a distance of 1134.31 feet along said north right of way line; thence South 89 °40107" West a distance of 103.05 feet along said north right of way line to the point of curvature of a tangent curve to the left having a radius of 790.00 feet, an internal angle of 32 009119" and subtended by a long chord having a bearing of South 73 035128" West a chord length of o a 437.56 feet; thence westerly along said curve also being along said north right of way line a distance of 443.36 feet to a point of compound curvature with a curve to the right having a radius of 30.00 feet, an internal angle of 80 010102 ", and subtended by a long chord having a bearing of North 82 024102" West a chord length of 38.63 feet; thence northwesterly along said curve also along the east right of way line of Northwest Loop Street a distance of 41.98 feet to the point of tangency, thence North 42 019101" West a distance of 271.63 feet along said east right of way line to the point of curvature of a tangent curve to the left having a radius of 110.00 feet, an internal angle of 180 000'00 ", and subtended by a long chord having a bearing of South 47 040159" West a chord length of 220.00 feet; thence southwesterly along said curve also being the northwest right of way line of said Northwest Loop Street a distance of 345.58 feet to the point of tangency; thence South 42 019101" East a distance of 271.63 feet along the southwest right of way line of said Northwest Loop Street to the point of curvature of a tangent curve to the right having a radius of 30.00 feet, an internal angle of 80 010102" and subtended by a long chord having a bearing of South 02 014100" East a chord length of 38.63 feet; thence southerly along said curve also being along the west right of way line of Nimtz Parkway a distance of 41.98 feet to the point of compound curvature with a curve to the left having a radius of 790.00 feet, an internal angle of 54 040'09" and subtended by a long chord having a bearing of South 10 031106" West a chord length of 725.51 feet, thence southerly along said curve also being along said west right of way line of Nimtz Parkway a distance of 753.78 feet to the point of tangency; thence South 16 048159" East a distance of 185.73 feet along said west right of way line to the point of curvature of a tangent curve to the right having a radius of 710.00 feet, an internal angle of 38 043155" and subtended by a long chord having a bearing of South 02 032159" West a chord length of 470.87 feet; thence southerly along said curve also being along said west right of way line a distance of 479.96 feet to the point of nontangency, thence North 68 005104" West radially a distance of 150.00 feet; thence South 32 °04134" West a distance of 197.57 feet; thence South 47 045149" East radially a distance of 150.00 feet to the point of curvature of a nontangent curve to the left, said point being on the west right of way line of Nimtz Parkway, said curve having a radius of 710.00 feet, an internal angle of 38 031159" and subtended by a long chord having a bearing of South 0 0 61 °30'11" West a chord length of 468.55 feet; thence southwesterly along said curve also being along said west right of way line a distance of 477.49 feet to the point of nontangency, said point being on the west line of the Southwest Quarter of said Section 20 also being the east line of the Southeast Quarter of said Section 19, thence North 00 °14109" West a distance of 20.33 feet to the Point of Beginning and containing 91.190 acres, more or less, together with LOT II: A part of the Southwest Quarter (SW4) of Section 20 located in Township 38 North, Range 2 East, all in German Township, St. Joseph County, Indiana, more particularly described as follows: Commencing at the South Quarter (S4) corner of said Section 20; thence North 00 019153" West a distance of 2135.00 feet along the North /South Quarter Section Line of said Section 20 also being the centerline of Mayflower Road; thence South 89 040107" West a distance of 102.84 feet along the centerline of Nimtz Parkway; thence North 89 °49'35" West 1134.31 feet along the centerline of Nimtz Parkway; thence South 00 004'44" East a distance of 40.00 feet to a point on the south right of way line of said Nimtz Parkway,said point being the Point of Beginning of this description; thence South 07 010125" West a distance of 450.00 feet; thence South 72 024'03" West a distance of 300.00 feet; thence South 00 019153" East a distance of 830.00 feet; thence North 87 045114" West a distance of 354.23 feet to a point on the east right of way line of Nimtz Parkway, said point being the point of curvature of a nontangent curve to the left having a radius of 790.00 feet, an internal angle of 19 003145" and subtended by a long chord having a bearing of North 07 017107" West a chord distance of 261.62 feet; thence northerly along said curve and also along said east right of way line a distance. of 262.83 feet to the point of tangency of said curve; thence North 16 048159" West a distance of 185.73 feet along said east right of way line to the point of curvature of a tangent curve to the right having a radius of 710.00 feet, an internal angle of 106 °29106" and subtended by a long chord having a bearing of North 36 025134" East a chord distance of 1137.67 feet; thence northeasterly along said curve and also along said east right of way line a distance of 1319.54 feet to the point of tangency of said curve; thence North 89 040107" East 0 0 a distance of 102.69 feet to the Point of Beginning and containing 14.690 acres, more or less, together with LOT III: A part of the Southwest Quarter (SW4) of Section 20 and a part of the Northwest Quarter (NW4) of Section 29, all located in Township 38 North, Range 2 East, German Township, St. Joseph County, Indiana, more particularly described as follows: Beginning at the South Quarter (S4) corner of said Section 20, also being the North Quarter (N4) corner of said Section 29; thence South 00 010144" East a distance of 970.00 feet, along the north /south quarter section line of Section 29; thence North 89 027'09" West a distance of 750.00 feet, parallel with the north line of Section 29; thence North 52 059149" West a distance of 689.95 feet; thence North 00 010144" West a distance of 580.00 feet, parallel with the north /south quarter section line of Section 29; thence North 48 052141" East a distance of 857.93 feet; thence North 00 °19153" West a distance of 700.00 feet, parallel with the north /south quarter section line of Section 20; thence North 10 015127" West a distance of 406.08 feet; thence North 24 °06104" West a distance of 438.80 feet to a point on the south right of way line of Nimtz Parkway; thence South 89 049135" East a distance of 793.86 feet along said right of way line; thence North 89 °40'07" East a distance of 103.04 feet to the north /south quarter section line of Section 20; thence South 00 019153" East a distance of 2095.00 feet along said north /south quarter section line to the Point of Beginning and containing 63.129 acres, more or less. Said parcel is subject to all right of way and easements of record. EXCEPTING THEREFROM a parcel of land located in the Northwest Quarter (NW4) of Section Twenty -nine (29), Township Thirty -eight (38) North of the Second Principal Meridian and all being located in the City of South Bend, German Township, St. Joseph County, Indiana and more particularly described as follows: Beginning at a monument, found, at this Northeast Corner of the Northwest Quarter (NW4) of said Section Twenty -nine (29); thence South 00 010'44" East (this and all subsequent bearings being referenced to the East line of the Southwest Quarter (SW4) of Section Twenty (20), Township Thirty -eight (38) North, Range Two (02) East which has a grid bearing of North 00 019153" West), along 0 0 the East line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 970.00 feet; thence North 89 027109" West, parallel with the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 750.00 feet; thence North 52 °59'49" West a distance of 689.95 feet; thence North 00 010144" West, parallel with the East line of the said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 560.00 feet to the point on the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29); thence South 89 027109" West, along the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 1299.74 feet to the Point of Beginning. Said parcel is also subject to an easement for ingress and egress to the golf course. More particularly described as follows: Beginning at the North Quarter corner of Section 29; thence South 00 010'44" East a distance of 970.00 feet along the east line of the Northwest Quarter (NW4) of Section 29; thence North 89 027109" West a distance of 50.00 feet along a line 670.00 feet south of and parallel with the north line of the Northwest Quarter (NW4) of Section 29; thence North 00 010`44" West a distance of 970.00 feet along a line 50.00 feet west of and parallel with the east line of the Northwest Quarter (NW4) to the intersection with the north line of the Northwest Quarter (NW4) of Section 29 said line also being the south line of the Southwest Quarter (SW4) of Section 20; thence North 00 019153" West a distance of 2.38 feet along a line 50.00 feet west of and parallel with the east line of the Southwest Quarter (SW4) of Section 20 to the point of curvature of a nontangent curve to the left having a radius of 250.00 feet, an internal angle of 16 015135" and subtended by a long chord having a bearing of North 44 040106" East and having a chord length of 70.71 feet; thence northeasterly along said curve a distance of 70.95 feet to the east line of the Southwest Quarter (SW4) of Section 20; thence South 00 019153" East a distance of 53.15 feet along said east line to the Point of Beginning. 0 0 PURCHASE AGREEMENT THIS AGREEMENT, entered into this 11th day of March, 1993, by and between the City of South Bend, Indiana, for the use and benefit of its Department of Redevelopment, acting by and through the South Bend Redevelopment Commission ( "Redevelopment ") and the St. Joseph County Airport Authority ( "Airport "); WITNESSETH: WHEREAS, the Airport is the owner of approximately 26.354 acres of real property situated in St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area, and more particularly described at Exhibit "A," attached hereto ( "Airport Land "); and WHEREAS, Redevelopment is the owner of approximately 170 acres of real property situated in St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area, ( "Redevelopment Land "); and WHEREAS, Redevelopment and Airport desire to have the Redevelopment Land and Airport Land (collectively referred to hereinafter as the "Project Site ") developed as a planned business campus, composed of corporate office; support office and research; and general business uses and associated facilities, ( "Blackthorn Corporate Center "); and WHEREAS, Airport and Redevelopment agree that the development of Blackthorn Corporate Center would be facilitated if the Project Site were under common control and ownership; and WHEREAS, Airport and Redevelopment agree that the development of Blackthorn Corporate Center would be facilitated if the Project Site were under the common control and ownership of Redevelopment, which has expertise in economic development of the type contemplated; and WHEREAS, Redevelopment is desirous of acquiring the Airport Land in order to allow for the development of Blackthorn Corporate Center; and WHEREAS, the Airport is desirous of selling the Airport Land to Redevelopment in order to allow for the development of Blackthorn Corporate Center, but is equally desirous of being fairly and equitably compensated for the Airport Land and protecting the current and future interests of the Airport and its development and expansion; and WHEREAS, the Airport and Redevelopment have reached an agreement concerning the sale of the Airport Land to Redevelopment, the terms and conditions of which agreement they are desirous of memorializing herein. 0 0 NOW, THEREFORE, for and in consideration of the conveyance of the Airport Land to Redevelopment and of the mutual covenants and promises contained herein, Redevelopment and Airport agree as follows: 1. DEFINITIONS (a) "Agreement" shall mean this agreement, entered into this 11th day of March, 1993, by and among Redevelopment and Airport. (b) "Airport" shall mean the St. Joseph County Airport Authority, a municipal corporation organized under and operating pursuant to I.C. 8 -22 -3, and having its offices at 4477 Terminal Drive, South Bend, Indiana 46628. (c) "Airport Land" shall mean approximately 26.354 acres of real property situated in St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area, and more particularly described at Exhibit "A," hereto. (d) "Blackthorn Corporate Center" shall mean the planned business campus, composed of corporate office; support office and research; and general business uses and associated facilities located in northwestern St. Joseph County, Indiana bordering the Blackthorn Golf Course. (e) "Blackthorn Golf Course" shall mean the 18- or 19 -hole public play, first class golf course, clubhouse, maintenance building and related facilities located in northwestern St. Joseph County, bordering Blackthorn Corporate Center. (f) "Closing" shall mean the consummation of the purchase of the Airport Land, or any portion thereof, offered for sale by Redevelopment. (g) "Deed" shall mean the general warranty deed conveying title to the Airport Land from the Airport to Redevelopment. (h) "Developer" shall mean Venterra, Inc., an Illinois Corporation with its principal place of business at 350 LaSalle, Suite 700, Chicago, Illinois, 60610. (i) "Disposition Parcel" shall mean the Airport Land, or any portion thereof offered by Redevelopment for sale. CW(j) "Disposition Price" shall mean that amount offered by a third party for the purchase of a Disposition Parcel that is accepted by Redevelopment. (k) "Project Site" shall mean the area composed of the totality of the Airport Land and the Redevelopment Land. -2- 0 0 (1) "Redevelopment" shall mean the South Bend Redevelopment Commission, governing body of the City of South Bend, Department of Redevelopment, established under and operating pursuant to I.C. 36 -7 -14, and having its offices at 1200 County -City Building, South Bend, Indiana 46601. (m) "Redevelopment Closing" shall mean the consummation of the purchase and sale of the Airport Land in accordance with the terms of this Agreement upon completion of all conditions precedent herein required to the reasonable satisfaction of Redevelopment's counsel. (n) "Redevelopment Expenses" shall mean all expenses incurred by Redevelopment in undertaking its obligations hereunder relating to the planning, marketing, disposition, and management of the Blackthorn Corporate Center, as set forth in more detail at Section 2.(c), hereinbelow. (o) "Redevelopment Land" shall mean approximately 170 acres of real property situated in St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area. 2. SALE, PURCHASE PRICE (a) Subject to all of the terms of this Agreement, and for the sum of Ten Dollars ($10.00) and other good and valuable consideration, as set forth below, Airport agrees to sell and the Redevelopment agrees to purchase the Airport Land. (b) Airport and Redevelopment agree and restate that the purpose of said conveyance is to facilitate the development of Blackthorn Corporate Center. to: (c) In connection with the foregoing, Redevelopment agrees 1. Undertake, either directly or through Developer, the planning, marketing, disposition, and management of the Blackthorn Corporate Center, including the development and creation of covenants, conditions, restrictions, and easements pertaining to the Project Site to ensure that the Project Site will be maintained as an attractive park -like setting for business with ample landscaped areas, attractive high quality structures, proper and desirable uses and appropriate development of the Project Site; and to protect against improper and undesirable uses of the Project Site; to guard against the construction of improvements built of improper materials or design; to encourage the construction of attractive improvements in appropriate locations; to prevent hazardous and inharmonious development of the Project Site; to secure and maintain proper setbacks and adequate free spaces between structures; and generally to provide a high type and quality of development of the Project Site. -3- 0 0 3. Prepare a master plan for the entire Project Site which will set forth the proper relationship among the development zones, public and common areas, road systems, easements, sewer, water, telephone, fiber optic, cable, power and other such systems, including, but not limited to preparation of a plan for the provision of the same to each Disposition Parcel. 4. Arrange for supervision of engineering necessary to execute the master plan including detailed design of utilities, streets, development zones, and prepared building sites. 5. Negotiate with each of the various utility companies to obtain installation of power, gas, telephone, fiber optic, cable and other such facilities required to implement the master plan on the most favorable terms and conditions, and coordinate the scheduling and installation of such facilities. 6. Arrange for and supervise the construction necessary to execute the master plan, and prepare budgets for various stages of development and specific projects. 7. Coordinate with the various municipal, county, and state agencies in design of services required to implement the master plan including location of roads, access to existing roads, and major drainage systems. 8. Plan, coordinate, and supervise all sales, promotion and advertising to facilitate at the earliest date possible the sale or lease or other disposition of Disposition Parcels, and all finish uses which might be deemed the highest and best use of the land involved. 9. Negotiate sales and work with tenants and prospective purchasers. 10. Negotiate for temporary and permanent financing of land development and building construction. 11. Arrange for and supervise on a coordinated program all necessary insurance. D. Redevelopment and Airport agree that in consideration of the conveyance of the Airport Land by Airport to Redevelopment, Redevelopment shall pay to Airport the total sum of $395,310.00, payable in increments of $15,000.00 per acre of Airport land conveyed at the time of Closing. Redevelopment and Airport agree that Redevelopment shall make payment of the entire amount of $395,310.00 due hereunder to Airport, not later than midnight of April 1, 2000 and that in the event Redevelopment has not made payment in full to Airport on or before such date and time, title to that portion of the Airport Land remaining vested in Redevelopment and for which the respective incremental payment to Airport has not been made, shall -4- 0 0 revert to Airport, unless otherwise agreed by Airport and Redevelopment in a separate written agreement recorded in the office of the St. Joseph County Recorder. E. Promptly after Closing, Airport shall furnish Redevelopment with a Certificate of Payment and Release from Reverter Provision. This Certificate and Release shall be conclusive determination of satisfaction of the requirements of 2.D. of this Agreement and section (a) of the Deed. After issuance of the Certificate and Release by Airport, neither the Airport nor any other party shall thereafter have or be entitled to exercise any rights, remedies, or controls granted or reserved in 2.D. of this Agreement and /or section (a) of the Deed with respect to that portion of the Airport Land to which the Certificate and Release pertain. Each Certification and Release shall be in such form as to be recordable in the office of the St. Joseph County Recorder's Office. F. If the Airport refuses or fails to provide Certification and Release within thirty (30) days after Redevelopment's request, the Airport shall provide Redevelopment with a written statement indicating how Redevelopment failed to comply with the provisions of this Agreement and giving the measures necessary, in the Airport's opinion, for Redevelopment to take in order to obtain such certification. If, within forty -five (45) days of its receipt of Redevelopment's written request for certification, the Airport fails or refuses to provide such written statement indicating how Redevelopment failed to comply with the provisions of this Agreement, Certification and Release shall be deemed granted. Proof of the mailing of such written statement by the Airport shall be conclusive evidence of the Airport's compliance with the requirements of this subsection. Redevelopment may file of record an affidavit at any time after the expiration of such forty -five (45) day period, with a copy of Redevelopment's request attached, as evidence of such deemed Certification and Release. G. Redevelopment agrees to use its best efforts to dispose of the Airport Land in such a manner that best serves the development of Blackthorn Corporate Center. 3. TITLE TO AIRPORT LAND (a) State of Title to be Conveyed. On or before March 19, 1993, Airport shall convey to Redevelopment, its nominees, successors or assigns, by general Warranty Deed, good and merchantable and insurable fee simple title with the possibility of reverter, as provided herein, to the Airport Land free from all liens, encumbrances, restrictions, rights -of -way and other matters, excepting only the "permitted exceptions" described as follows: (i) the lien of general real estate taxes not yet due and payable; (ii) liens or encumbrances of a definite or ascertainable amount and which will be paid and discharged in full by or for Airport at or prior to the Closing; and (iii) liens, encumbrances and restrictions of record as shown on the Title Commitment issued by the York Title and Escrow Corporation on February 24, 1993 under Commitment No. 101750K -32 that are approved and accepted by Redevelopment. -5- 0 0 (b) Title Insurance Commitment and Policy. 1. Redevelopment has procured a preliminary binder of title insurance at its sole expense. Redevelopment is aware of any encumbrances, restrictions, easements, rights -of -way, zoning ordinances, and other matters of record and accepts the Airport Land subject to the same as identified in such preliminary binder. At the date provided at Section 3(a), above, a Policy of Title Insurance or an endorsement to the Title Commitment shall be issued to Redevelopment insuring Redevelopment's fee simple interest in the Airport Land, as of the date provided at Section 3(a), above, in the state required by Section 4(a) above, with all general exceptions deleted, and subject only to the "permitted exceptions ". Redevelopment shall pay for all charges and costs of such Title Insurance Policy. 2. Redevelopment waives such title defects or objections and elects to proceed to acquire the Airport Land without any abatement of the Purchase Price and to take title to the Airport Land subject to such defects or objections. 4. RESTRICTIONS UPON USE OF AIRPORT LAND (a) Agreements of Redevelopment. In order to protect and „r provide for the future expansion, growth and development of the Michiana Regional Airport, which borders the Airport Land, Redevelopment agrees and the Deed shall state that Redevelopment and its successors and assigns shall at no time construct, erect, or suffer, any structure on the Airport Land to penetrate the Horizontal Surface as defined in FAR Part 77. (b) In addition, Redevelopment agrees and the Deed shall state that: 1. The Grantee, and those whose title is derived from the Grantee, covenant that they shall at no time construct, erect, or suffer, any structure on the premises to penetrate the Horizontal Surface defined in FAR Part 77. 2. The provisions of Indiana Code 34- 1 -52 -5 shall be applicable to the Airport Land conveyed to Redevelopment herein and that Redevelopment, its successors and assigns shall not initiate or support action in any court or before any governmental agency if the purpose of the action is to claim or allege that the public use airport operations or any of the operations or any of the operation's appurtenances are a private use or a public nuisance: Provided, however, that this prohibition shall be effective only so long as the public use airport operations is operated in accordance with the rules of the Indiana Department of Transportation, Division of Aeronautics, or its successor, and the public use airport operations are not operated in a negligent manner. } 0 0 3. That Redevelopment, its successors and assigns shall not initiate or support action in any court or before any governmental agency if the purpose of such operation is to interfere with, restrict, or reduce the operation of the Michiana Regional Airport or the use of the Michiana Regional Airport by any aircraft as relating to the landing and takeoff of aircraft generating high noise levels or other transportation operation at the Michiana Regional Airport. 4. That Redevelopment, its successors and assigns promise, covenant and warrant that they, their successors and assigns, will not hereinafter use or permit or suffer the use of the Airport Land in such a manner as to create electrical interference with radio or electronic navigational airport or aircraft aids so as to create any interference with radio communication between any installation or installation of any type of lights which would interfere with night aircraft operations or make it difficult for flyers to distinguish between airport lights, and others, or as to impair visibility in the vicinity of the Michiana Regional Airport or as to otherwise endanger the landing, taking off or maneuvering of aircraft at the Michiana Regional Airport. 5. That Redevelopment, its successors and assigns promise, covenant and warrant that they, their successors and assigns, will limit development of that real estate bounded by the Indiana Toll Road to the North, U.S. 31 Bypass to the West, Mayflower Road to the East, and the northern boundary of the Michiana Regional Airport to the South, to prohibit residential development thereon. (c) Enforceability of Covenants. Redevelopment and the Airport agree that the covenants of this Section shall be binding for the benefit of and shall be enforceable by: 1. The Airport; 2. the County of St. Joseph; 3. their successors and assigns. The covenants shall be enforceable against: 1. Redevelopment; 2. its successors and assigns; 3. the City of South Bend; 4. its successors and assigns; 5. the Developer; 6. any other individual, corporation, entity or political subdivision which subsequently acquires any interest whatsoever in Airport Land by purchase or otherwise. 7. any other necessary individual, corporation, entity or political subdivision. (d) Beneficiaries of Covenants. Redevelopment and the Airport agree that the Airport, the Board of County Commissioners of St. Joseph County, and their successors and assigns shall be deemed -7- I n 1 0 0 beneficiaries of the covenants in this Section. The Deed shall state that the covenants shall run with the Airport Land and in favor of Airport, the County of St. Joseph, and their successors and assigns. Specifically, the Deed shall contain the following provisions: Conditions Subsequent to Transfer; Possibility of Reverter; Grantee's Covenants and Restrictions Upon Use (a) This conveyance is made so long as Grantee shall make payment of the entire amount of $395,310.00 due hereunder to Grantor, on or before April 1, 2000, and that in the event Grantee has not made payment in full thereof to Grantor, title to that portion of the Real Estate remaining vested in Grantee and for which the respective payment to Grantor has not been made and with respect to which a Certificate of Payment and Release from Reverter Provision has not been issued by Grantor, shall revert to Grantor, unless otherwise agreed by Grantor and Grantee in a separate written agreement recorded in the office of the St. Joseph County Recorder. (b) The Grantee, and those whose title is derived from the Grantee, covenant that they shall at no time construct, erect, or suffer, any structure on the premises to penetrate the Horizontal Surface as defined in FAR Part 77. (c) The provisions of Indiana Code 34- 1 -52 -5 shall be applicable to the Real Estate hereby conveyed to Grantee herein and that Grantee, its successors and assigns shall not initiate or support action in any court or before any governmental agency if the purpose of the action is to claim or allege that the public use airport operations or any of the operations or any of the operation's appurtenances are a private use or a public nuisance: Provided, however, that this prohibition shall be effective only so long as the public use airport operations is operated in accordance with the rules of the Indiana Department of Transportation, Division of Aeronautics, or its successor, and the public use airport operations are not operated in a negligent manner. (d) That Grantee, its successors and assigns shall not initiate or support action in any court or before any governmental agency if the purpose of such operation is to interfere with, restrict, or reduce the operation of the Michiana Regional Airport or the use of the Michiana Regional 0 0 Airport by any aircraft as relating to the landing and takeoff of aircraft generating high noise levels or other transportation operation at the Michiana Regional Airport. (e) That Grantee, its successors and assigns promise, covenant and warrant that they, their successors and assigns, will not hereinafter use or permit or suffer the use of the premises hereby conveyed and in such a manner as to create electrical interference with radio or electronic navigational airport or aircraft aids so as to create any interference with radio communication between any installation or installation of any type of lights which would interfere with night aircraft operations or make it difficult for flyers to distinguish between airport lights, and others, or as to impair visibility in the vicinity of the Michiana Regional Airport or as to otherwise endanger the landing, taking off or maneuvering of aircraft at the Michiana Regional Airport. (f) That Redevelopment, its successors and assigns promise, covenant and warrant that they, their successors and assigns, will limit development of that real estate bounded by the Indiana Toll Road to the North, U.S. 31 Bypass to the West, Mayflower Road to the East, and the northern boundary of the Michiana Regional Airport to the South, to prohibit residential development thereon. (g) The covenants contained herein, run with the land and in favor of Grantor, and may be enforced by Grantor, its successors and assigns, or the County of St. Joseph. 5. AIRPORT'S WARRANTIES AND REPRESENTATIONS Airport hereby warrants and represents as follows: (a) Compliance With Laws. Airport has not received any notice of, nor does it have any actual knowledge of, any violation of any law, ordinance, code or regulation with regard to zoning affecting the Airport Land. Airport has not received any notice, does not have any actual knowledge of or information as to any existing or threatened condemnation or other legal action of any kind affecting the Airport Land. (b) No Assessments. Airport has not received any notice of, nor does it have any actual knowledge of, any actual or contemplated special assessments against the Airport Land, or reassessments for general real estate tax purposes affecting the Airport Land. 0 0 (c) State of Title. Airport owns fee simple marketable title to the Airport Land subject only to the exceptions permitted hereunder. (d) Mechanics /No Materialmen's Liens. Airport has no knowledge of material, labor or services which could result in the filing of any mechanics' or materialmen's lien against the Airport Land. (e) Closing Documents. Airport agrees to prepare the documents and instruments identified in Subsection 6(e) promptly upon notification by Redevelopment that all conditions precedent set forth in Section 8 have been performed or waived. Airport shall also furnish to Redevelopment such proof of authority as reasonably requested by Redevelopment or the Title Company authorizing Airport to enter into and consummate this transaction. 6. CONDITIONS TO REDEVELOPMENT CLOSING Airport and Redevelopment agree that the conveyance of the Airport Land is subject to the satisfaction of the following contingencies and conditions prior March 12, 1993, and if not so satisfied this Agreement shall, at the option of either Redevelopment or Airport, be cancelled and rescinded. Notwithstanding the foregoing, Redevelopment may, at its option, waive any of the conditions or contingencies set forth in this Section 6 and proceed to receive the Airport Land from Airport. (a) Representations and Warranties. All warranties and representations given by Airport herein, shall be true and correct and not have been breached on and as of the date of Redevelopment Closing as if made on that date. (b) Removal of Airport's Property. Airport shall have removed, at no expense to Redevelopment, all equipment, personal property and other items of any kind or nature from the Premises, except fixtures and other items permanently affixed to the Premises, except only for those items to remain as a part of the Premises as herein described. (c) Title Commitment. the Title Commitment. (d) Improvements. The improvements located thereon will the same condition and repair as and tear excepted. Redevelopment shall have received Airport Land and all buildings and at the Redevelopment Closing be in of the date hereof, reasonable wear (e) Deed. Redevelopment has received the form and content of a deed conveying the Airport Land to Redevelopment, and all other documents and instruments required to effect the conveyance of the Airport Land and the agreements of the parties herein set forth. -10- 0 0 7. REAL ESTATE TAXES Airport shall assume all and /or special assessments which accrued, if any, on or before the 8. REDEVELOPMENT CLOSING. real property taxes and any general may be imposed or which may have date of Redevelopment Closing. (a) Provided all conditions set forth in Section 6 hereof or elsewhere herein have been satisfied or waived, within the time period therein required, Redevelopment Closing shall take place at such time and date within seven (7) days thereafter as agreed between Redevelopment and Airport, unless extended in writing by mutual agreement of the parties hereto. Redevelopment Closing shall occur at the offices of Redevelopment's counsel, or at such other place as agreed by Redevelopment and Airport. In the event all the conditions precedent to be performed by Airport have not been satisfied by March 18, 1993, this Agreement may be cancelled, at the option of Redevelopment, without obligation or liability to either party hereto. In the event all conditions precedent to be performed by Redevelopment have not been satisfied by March 31, 1993, this Agreement may be cancelled at the option of the Airport, without obligation or liability to either party hereto. (b) Each party shall be responsible for its costs and expenses in accordance with the obligations or conditions to be performed by each respective party hereto, except as expressly set forth herein. 9. REMEDIES UPON DEFAULT In the event Redevelopment or Airport breaches or defaults under any of the terms of this Agreement, the rights of the party not in default shall be limited to the right to recover costs and expenses incurred in the performance of the Agreement to the time of breach, and shall not include the right to compel specific performance of this Agreement. 10. NOTICES All notices, elections, requests and other communications hereunder shall be in writing and shall be deemed sufficiently given when personally delivered or when deposited in the United States mail, postage prepaid, certified or registered, or when delivered to a nationally recognized overnight courier service with guaranteed next business day delivery and addressed as follows (or to such other person, or to such other address, of which any party hereto shall have given written notice as provided herein): IF TO REDEVELOPMENT: WITH A COPY TO: South Bend Redevelopment Authority 1200 County -City Building South Bend, Indiana 46601 South Bend City Attorney 1400 County -City Building South Bend, Indiana 46601 -11- . tw 4 IF TO AIRPORT: St. Joseph County Airport Authority 4477 Terminal Drive South Bend, Indiana 46628 Attention: Executive Director 11. INDIANA RESPONSIBLE PROPERTY TRANSFER LAW Airport and Redevelopment acknowledge that the transactions contemplated by this Agreement are not subject to the provisions of the Indiana Responsible Property Transfer Law (Ind. Code 13 -7- 22.5 -1, et seq.)- 12. MISCELLANEOUS (a) Survival of Agreement. The representations, warranties and covenants of Airport herein contained (or in any other document executed by Airport to effect the transaction herein intended) shall survive Redevelopment Closing and remain in force and effect thereafter. (b) Agreement Binding. This Agreement shall be binding upon and shall inure to the benefit of the Airport and Redevelopment and their respective successors and assigns. (c) Headings and Captions. The several headings and captions of the Sections and Subsections used herein are for convenience or reference only and shall, in no way, be deemed to limit, define or restrict the substantive provisions of this Agreement. (d) Entire Agreement. This Agreement constitute the entire agreement of Redevelopment and Airport with respect to the conveyance of the Airport Land superseding any prior or contemporaneous agreement with respect thereto. (e) Cooperation. Redevelopment and Airport shall use their best efforts and shall cooperate fully with each other to carry out and effectuate the purchase and sale of the Airport Land in accordance herewith and the satisfaction and compliance with all of the conditions and requirements set forth herein. Wherever the approvals of Redevelopment or Airport as herein set forth are so required, such approvals shall not unreasonably be withheld. (f) Authority. Redevelopment and Airport represent that the individuals acting to sign this Agreement have authority to bind IL such party and that this Agreement will constitute a valid binding agreement, of the respective parties, enforceable with its terms. (g) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Indiana. IN WITNESS WHEREOF, the undersigned cause this Agreement to be executed and herein affix their signatures this 11th day of March, 1993. -12- ST. J PH CO T AI RT HORITY r ATTEST: Lloyd S1. Taylor, Prq,9iZMnf James J�,t Hughes, Secretary STATE OF INDIANA ) )SS: COUNTY OF ST. JOSEPH ) Before me, a Notary Public in and for said County, appeared Lloyd S. Taylor and James K. Hughes, known by me to be the President and Secretary, respectively, of the St. Joseph County Airport Authority, and acknowledged the execution of the foregoing Agreement this % % day of 4C-ii , 1993. My Commission Expires: i iI // - ATTEST: Theo F arp'., cretary STATE OF INDIANA ) )SS: COUNTY OF ST. JOSEPH ) 1 V G� A To A-1; , Notary U t V4} in and for St. Joseph rAr Ott' � SOUTH BEND REDEVELOPMENT CCI; "SSION �r �j���J. Paula N. Auburn President Before me, a Notary Public in and for said County, ap. d Paula N. Auburn and Theo F. Sharp , known to me to be y" 4A President President and Secretary, Redevelopment C- cmmission , foregoing Agreement this My ission Expires: respectively, of the South Bend and acknowledged he execution .bftiie 1 Y/�- day of ti 1993. Notary ubfl$. s �0' in and for St. Joseph County'; IN -13- JPM/D:BCC-PURCH .3 , / 10 0 0 EXHIBIT "A" A parcel of land located in the Northwest Quarter (NW4) of Section Twenty -nine (29), Township Thirty -eight (38) North of the Second Principal Meridian and all being located in the City of South Bend, German Township, St. Joseph County, Indiana and more particularly described as follows: Beginning at a monument, found, at this Northeast Corner of the Northwest Quarter (NW4) of said Section Twenty -nine (29); thence South 00 °10144" East (this and all subsequent bearings being referenced to the East line of the Southwest Quarter (SW4) of Section Twenty (20), Township Thirty -eight (38) North, Range Two (02) East which has a grid bearing of North 00 019153" West), along the East line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 970.00 feet; thence North 89 027109" West, parallel with the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 750.00 feet; thence North 52 059149" West a distance of 689.95 feet; thence North 00 010144" West, parallel with the East line of the said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 560.00 feet to the point on the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29); thence South 89 027109" West, along the North line of said Northwest Quarter (NW4) of Section Twenty -nine (29), a distance of 1299.74 feet to the Point of Beginning. BCC /LEGAL