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HomeMy WebLinkAboutNo. 1101 approving an agreement among the SBRA, SBRC and the St. Joseph County Airport Authority for the operation and management of Blackthorn Golf Course and authorizing the execution thereofY RESOLUTION NO. 1101 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION P APPROVING AN AGREEMENT AMONG THE SOUTH BEND REDEVELOPMENT AUTHORITY, THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE ST. JOSEPH COUNTY AIRPORT AUTHORITY FOR THE OPERATION AND MANAGEMENT OF BLACKTHORN GOLF COURSE AND AUTHORIZING THE EXECUTION THEREOF WHEREAS, the St. Joseph County Airport Authority ( "Airport ") is the owner of approximately 189 acres of real property situated in northwest St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area ( "Airport Land "); and WHEREAS, the South Bend Redevelopment Authority is the owner of approximately 81 acres of real property situated in northwest St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area ( "Redevelopment Land "); and WHEREAS, Redevelopment Commission is desirous of constructing, equipping and establishing an 18- or 19 -hole public play, first class golf course, clubhouse, maintenance building and related facilities ( "Blackthorn ") over and upon the combined Airport Land and Redevelopment Land ( "Golf Course Site ") to be funded with proceeds from the issuance and sale of lease rental revenue bonds in the approximate amount of $5.5 million; and WHEREAS, the South Bend Redevelopment Authority and South Bend Redevelopment Commission (collectively "Redevelopment ") are desirous of acquiring the Airport Land in order to allow for the construction of Blackthorn; and WHEREAS, as evidenced by its Resolution 92 -6, adopted September 24, 1992, Airport is desirous of conveying the Airport Land to Redevelopment in order to allow for the construction of Blackthorn in consideration of Redevelopment and Airport entering into an agreement with the Airport for the joint operation and management of Blackthorn; and WHEREAS, as evidenced by its Resolution 67, adopted September 29, 1992, the South Bend Redevelopment Authority is desirous of acquiring the Airport Land in order to allow for the construction of Blackthorn in consideration of Redevelopment and Airport entering into an agreement with the Airport for the joint operation and management of Blackthorn; and WHEREAS, I.C. 36 -1 -7, the Interlocal Cooperation Act, authorizes one or more governmental entities to exercise, jointly or by one of the entities on behalf of the others, powers that may be exercised by such units severally; and WHEREAS, it is desirable, advantageous, and in the public interest that Redevelopment and Airport enter into the Agreement among the South Bend Redevelopment Authority, the South Bend Redevelopment Commission, and the St. Joseph County Airport Authority for the Operation and Management of Blackthorn Golf Course ( "Agreement "), attached hereto; and WHEREAS, substantially similar resolutions have or will be approved by the South Bend Redevelopment Authority and St. Joseph County Airport Authority. NOW, THEREFORE, AND PURSUANT TO THE AUTHORITY GRANTED TO THE SOUTH BEND REDEVELOPMENT COMMISSION UNDER I.C. 36 -1 -7, THE INDIANA INTERLOCAL COOPERATION ACT, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 14 .I Section I. That the South Bend Redevelopment Commission has considered and hereby approves the joint and cooperative operation and management of Blackthorn as contemplated by the Agreement. Section II. That the South Bend Redevelopment Commission hereby authorizes its President to enter into the Agreement in form and substance the same as or substantially similar to that of the Agreement attached hereto. Section III. This resolution shall be in full force and effect from and after its adoption. Adopted at the regular meeting of the South Bend Redevelopment Commission held Z 1992 at 1308 County City Building, South Bend, Indiana 46601. ATTEST: Michael Donoho, Secretary JPM /C:Res -GOLF SOUTH BEND REDEVELOPMENT COMMISSION Paula N. Auburn, President AN AGREEMENT AMONG THE SOUTH BEND REDEVELOPMENT AUTHORITY, THE SOUTH BEND REDEVELOPMENT COMMISSION AND THE ST. JOSEPH COUNTY AIRPORT AUTHORITY FOR THE OPERATION AND MANAGEMENT OF BLACKTHORN GOLF COURSE THIS AGREEMENT, entered into this day of , 1991, by and among the South Bend Redevelopment Authority, the South Bend Redevelopment Commission (collectively referred to as "Redevelopment ") and the St. Joseph County Airport Authority ( "Airport "); WITNESSETH: WHEREAS, the Airport is the owner of approximately 189 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 81 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 is desirous of constructing, IL equipping and establishing an'18- or 19 -hole public play, first class golf course, clubhouse, maintenance building and related facilities ( "Blackthorn ") over and upon the combined Airport Land and Redevelopment Land ( "Golf Course Site ") to be funded with proceeds from the issuance and sale of lease rental revenue bonds in the approximate amount of $5.5 million; and WHEREAS, Redevelopment is desirous of acquiring the Airport Land in order to allow for the construction of Blackthorn; and WHEREAS, the Airport is desirous of conveying the Airport Land to Redevelopment in order to allow for the construction of Blackthorn; and WHEREAS, Redevelopment is desirous of entering into an agreement with the Airport for the joint operation and management of Blackthorn in consideration of the conveyance of the Airport Land to Redevelopment; and WHEREAS, I.C. 36 -1 -7, the Interlocal Cooperation Act, authorizes one or more governmental entities to exercise, jointly or co by one of the entities on behalf of the others, powers that may be exercised by such units severally; and WHEREAS, it is desirable, advantageous, and in the public interest to enter into an Agreement for joint and cooperative action as contemplated hereby. NOW, THEREFORE, for and in consideration of the conveyance of the Airport Land to Redevelopment and of the mutual covenants and promised contained herein, and pursuant to the authority granted the parties under I.C. 36 -1 -7, Redevelopment and Airport agree as follows: 1. PREAMBLE Redevelopment and Airport, individually and jointly, confirm their commitment to economic development within the County of St. Joseph. In furtherance of the promotion of economic development in St. Joseph County, Redevelopment intends to construct, equip and establish Blackthorn which will serve as attractive infrastructure to the Blackthorn Corporate Center, to be located adjacent thereto. Redevelopment and Airport undertake hereby the operation and management of Blackthorn. In consideration of the execution of this Agreement, and the payment of One Hundred Dollars ($100.00), the receipt of such sum, and the sufficiency of the entire consideration is hereby acknowledged by Airport, Airport shall convey title to the Airport Land to Redevelopment under the terms and conditions set forth below. 2. DEFINITIONS (a) "Agreement" shall mean this agreement, entered into this day of , 1992, 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 189 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" shall mean the 18- or 19 -hole public play, first class golf course, clubhouse, maintenance building and related facilities as described by the plans and specifications approved by Redevelopment. (e) "Blackthorn Expenses" shall mean all expenses relating to the operation and maintenance of Blackthorn, including but not limited to those identified at Exhibit "B," hereto, and including all semi - annual lease payments, as identified at Exhibit "C," hereto. (f) "Blackthorn Revenues" shall mean all revenues relating to the operation and maintenance of Blackthorn, including but not limited to those identified at Exhibit "D," hereto. -2- (g) "Bonds" shall mean lease rental revenue bonds in the approximate amount of $5.5 million, issued by the South Bend Redevelopment Authority to finance the construction, equipping and establishment of Blackthorn. ` (h) "Closing" shall mean the consummation of the purchase fir+ 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. (i) "Contractor" shall mean the professional(s) retained by Redevelopment under the Management Agreement to undertake operate and maintain Blackthorn. (j) "Deed" shall mean the general warranty deed conveying title to the Airport Land from the Airport to Redevelopment. (k) "Golf Course Site" shall mean the Redevelopment Land together with the Airport Land, and more particularly described at Exhibit "B," attached hereto. (1) "Joint Committee" shall mean and refer to the six (6) member committee having the rights and obligations as are set forth in Section 10 herein. The membership of the Joint Committee shall be composed of a total of two (2) members selected annually by Redevelopment from their membership; a total of two (2) members selected annually by Airport from its membership; the Executive Director of the Department of Economic Development for the City of South Bend; and the Executive Director of the Michiana Regional Airport. (m) "Management Agreement" shall mean.the contract between Contractor and Redevelopment governing the operation and maintenance of Blackthorn by Contractor, on behalf of Redevelopment, and embodying the operational and maintenance standards established by the Joint Committee. (n) "Redevelopment" shall mean the South Bend Redevelopment Authority, a municipal corporation established under and operating pursuant to I.C. 36 -7 -14.5, and having its offices at 1200 County -City Building, South Bend, Indiana 46601, and /or, as appropriate, 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. (o) "Redevelopment Land" shall mean approximately 81 acres of real property situated in St. Joseph County, Indiana, in an area commonly known as the Airport Economic Development Area. (p) "Surplus" shall mean the annual balance remaining at the end of each fiscal year after all Blackthorn Expenses, including but not limited to those identified at Exhibit "B," hereto, relating to the operation and maintenance of Blackthorn, and including all semi - annual lease payments and reserves accumulated for future lease -3- payments, as identified at Exhibit "C," hereto, are deducted from all Blackthorn Revenues, including, but not limited to those revenues identified at Exhibit "D," based on a to fiscal year. 3. TITLE TO AIRPORT LAND (a) State of Title to be Conveyed. At the Closing, 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: (1) 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; (iii) zoning ordinances and easements of record, if any, which have been approved by Redevelopment and which do not prevent or materially interfere with Redevelopment's intended use of the Airport Land; and (iv) liens, encumbrances and restrictions of record as shown on the Title Commitment issued by the Abstract & Title Corporation on , 1992 under Commitment No. 96979J -66, that are approved and accepted by Redevelopment. (b) Title Insurance Commitment and Policy. (i) 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 Closing, 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 of Closing, 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. (ii) 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 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: 1. Devote the Airport Land only to use for the operation of a public golf course, or other recreational use as may be approved by the Airport, in writing. -4- 2. Unless otherwise approved in writing by Airport, at no time use or suffer the use of any or all of the Airport Land be used for commercial, residential, office, industrial, or other similar use. 3. At no time construct, erect, or suffer, any structure on the Airport Land in excess of feet in height. (b) In addition, Redevelopment agrees and the Deed shall state that: 1. 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 there is no significant change in the hours of operation of the public use airport operation, and the public use airport operations are not operated in a negligent manner. 2. 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. 3. 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. (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. -5- The covenants shall be enforceable against: 1. 2. 3. 4. 5. or political Redevelopment; its successors and assigns; the City of South Bend; its successors and assigns; any other necessary individual, corporation, entity 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 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 as long as the premises are devoted only to use for the operation of a public golf course, or other recreational use as may be approved by the grantor or its successors or assigns, in writing. b) The grantee, and those whose title is derived from the grantee, covenant that they shall: 1. Devote the premises only to use for the operation of a public golf course, or other recreational use as may be approved by the grantor or its successors or assigns, in writing. 2. Unless otherwise approved by grantor in writing, at no time use or suffer the use of any or all of the premises for commercial, residential, office, industrial, or other similar use. 3. At no time construct, erect, or suffer, any structure on the premises in excess of feet in height. c) The provisions of Indiana Code 34- 1 -52 -5 IL shall be applicable to the premises 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 am 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 there is no significant change in the hours of operation of the public use airport operation, 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 Airport by any aircraft as relating to the landing and takeoff of aircraft generating high noise levels. 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) Title to the premises shall revert to the grantor or its successors or assigns should the premises not be devoted only to use for the operation of a public golf course, or other recreational use as may be approved by the grantor or its successors or assigns, in writing or if the premises are not used by grantee or are abandoned by grantee. 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. -7- 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. (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 ordered no 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 CLOSING Airport and Redevelopment agree that the conveyance of the Airport Land is subject to the satisfaction of the following contingencies and conditions, except those set forth in 6.(f), wherein the separate dates for performance of the conditions therein described are established, prior to , 1992, 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 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 am 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. Redevelopment shall have received the Title Commitment. (d) Improvements. The Airport Land and all buildings and improvements located thereon will at the Closing be in the same condition and repair as of the date hereof, reasonable wear and tear excepted. (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. (f) Bond Sale. Redevelopment shall have been issued and sold the Bonds, and such Bond sale shall have taken place on or before October 30, 1992. 7. REAL ESTATE TAXES Airport shall assume all real property taxes and any general and /or special assessments which may be imposed or which may have accrued, if any, on or before the date of Closing, including, but not limited to, 1991 taxes payable in 1992, 1992 taxes payable in 1993, including interest and penalties, if any. S. 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, and subject to Section 18 herein, the Closing shall take place at such time and date within fifteen (15) days thereafter as agreed between Redevelopment and Airport, unless extended in writing by mutual agreement of the parties hereto. The 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 October 15, 1992, 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 October 30, 1992, 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. MM 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. MANAGEMENT OF BLACKTHORN (a) Redevelopment and Airport hereby establish the Joint Committee to oversee the management and operation of Blackthorn, as provided herein. (b) Redevelopment and Airport acknowledge their intent that Blackthorn be managed and operated in a highly profession, efficient and businesslike manner, by professionals experienced and qualified in the operation of a first class, full service golf facility. it is the intent of Redevelopment and Airport to retain the services of Contractor, through the Management Agreement, to provide for the professional operation and management of Blackthorn. (c) Joint Committee. The membership of the Joint Committee shall be composed of a total of two (2) members selected annually by Redevelopment from their membership; a total of two (2) members selected annually by Airport from its membership; the Executive Director of the Department of Economic Development for the City of South Bend; and the Executive Director of the Michiana Regional Airport. The staff of the City of South Bend, Department of Redevelopment shall serve as staff to the Joint Committee. The responsibilities and authority of the Joint Committee shall commence immediately. (d) Governance of Joint Committee (1) The Joint Committee will be subject to and governed in accordance with provisions of this Agreement. (2) The Joint Committee shall meet from time to time, as necessary to carry out its responsibilities and purposes hereunder, and shall publish notice of its meetings and conduct its meetings in accordance with the provisions of I.C. 5- 14 -1.5. (3) A simple majority of the Joint Committee membership shall constitute a quorum at any meeting of the Joint Committee. The act of the majority of the members present and voting at a meeting at which a quorum is present shall be the act of the Joint Committee. (d) Responsibilities of Joint Committee (1) Conduct its business and affairs for the benefit of Redevelopment and Airport. -10- (2) Provide policy direction and oversight concerning the operation and management of Blackthorn. (3) Review the Blackthorn budget and make recommendations concerning the budget to Redevelopment. (4) Establish standards for the operation and management of Blackthorn. (5) Review and approve the selection of the Contractor by Redevelopment. (6) Approve Management Agreement between Redevelopment and Contractor governing the operation and management of Blackthorn. (6) Review, annually, the operations and management of Blackthorn and the performance of the Contractor under the Management Agreement. (8) Review and approve the annual Blackthorn audit prepared by Redevelopment and submitted to the Joint Committee, as provided herein. (9) Accept grants and gifts from Redevelopment and Airport, the United States of America, the State of Indiana, other units of general local government, and from any unit, private corporation, partnership, association or individual: Provided, however, that no gift or grant may be accepted from any individual receiving services or from any member of the professional or clerical staff or the South Bend Department of Economic Development: Provided, further, that any grant or gift received by the Joint Committee shall be transferred to Redevelopment, for deposit with the Controller of the City of South Bend for use as directed by the donee or grantee. (10) In general, exercise all powers which now or hereafter may be conferred by law upon the Joint Board for purposes of carrying out the purposes of this Agreement. 11. FISCAL RESPONSIBILITIES (a) Financial and fiscal authority and responsibility for all funds received and administered in connection with this Agreement, shall, on a day to day basis, be vested in the City of South Bend, Department of Redevelopment, with the Auditor or Controller of the City of South Bend responsible for the receipt, disbursement, and accounting of all Joint Committee funds. (b) The staff of the City of South Bend, Department of Redevelopment shall serve as unpaid staff to the Joint Committee. -11- (c) Revenues, Expenses and Surpluses from the Operation of Blackthorn (i) Redevelopment and Airport agree that the flow of funds concerning the operation and maintenance of Blackthorn is ce generally described at Attachments "B," "C," and "D," hereto, which is made a part hereof. (ii) The operation and management of Blackthorn, and Blackthorn Expenses, shall be funded from the Blackthorn Revenue. (iii) Blackthorn shall operate on a fiscal year commencing and ending — . The annual operating budget for Blackthorn shall be approved o or before such time as provided by law. Prior to submission to and approval of the budget, Redevelopment shall submit the proposed annual operating budget to the Joint Committee for its review and recommendation. (iv) Redevelopment shall provide [periodic] cash flow statements to the Joint Board and Airport. (v) Within days of the end of the fiscal year, Redevelopment shall provide to the Joint Committee and Airport, an audit showing all revenue and expenses for Blackthorn for the fiscal year, and identifying any Surplus. (vi) Within thirty (30) days of the approval by the co Joint Committee of the annual Blackthorn audit, Redevelopment shall deliver to Airport payment of one -half (1/2) of the Surplus. (d) Airport reserves the right to review the books and records of the Blackthorn operation at any time upon reasonable notice and in a reasonable manner. (e) Redevelopment and Airport agree that Airport shall not have any financial responsibility whatsoever concerning the management or operation of Blackthorn. This shall include but not be limited to any responsibility for any net operating loss, deficits in operation of Blackthorn or any other financial risk associated with or related to the operation of Blackthorn. (f) Redevelopment does hereby agree to indemnify and hold Airport harmless as to any liability, claim, demand, loss, damage or action of any kind or nature whatsoever relative to the operation and /or management of Blackthorn. 12. 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 -12- person, or to such other address, of which any party hereto shall nave given written notice as provided herein): IF TO REDEVELOPMENT: South Bend Redevelopment Authority 1200 County -City Building South Bend, Indiana 46601 WITH A COPY TO: Richard A. Nussbaum, II South Bend City Attorney 1400 County -City Building South Bend, Indiana 46501 IF TO AIRPORT: St. Joseph County Airport Authority 4477 Terminal Drive South Bend, Indiana 46628 Attention: John Schalliol 13. 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.). 14. SALE OF BLACKTHORN The sale or other disposition of Blackthorn by Redevelopment shall be made only upon the affirmative vote of two - thirds of the Joint Committee, Redevelopment. The terms and conditions of any such sale shall also require the affirmative vote of two - thirds of the Joint Committee, South Bend Redevelopment Authority and Airport. 15. TERM (a) This agreement shall terminate on the earliest of the following dates: (1) September 30, 2042, (2) the sale of Blackthorn, as provided herein, (3) the cessation of the operation of Blackthorn. (b) Prior to the termination of this Agreement the Joint Committee may elect to extend the term of this Agreement, by the adoption of substantially similar resolutions by the governing bodies of Redevelopment and Airport, approving the extension of the Joint Committee and the amendment of this Agreement, and authorizing the executives of Redevelopment and Airport to execute the amendments to this Agreement. (c) During the duration of this Agreement, neither Redevelopment nor Airport may take any action to terminate the Joint Committee or this Agreement, except as provided herein. 16. AMENDMENT Changes and amendments to this Agreement shall be make only upon the affirmative vote of two - thirds of the Joint Committee and approval of Redevelopment and Airport. -13- 17. 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 the 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 constitutes the entire agreement of Redevelopment and Airport with respect to the purchase and sale 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 and the operation and maintenance of Blackthorn 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 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. 18. CONDITIONS TO EFFECTIVENESS OF AGREEMENT This Agreement is conditioned upon the sale of the Bonds and any and all approvals by any agency whatsoever necessary to proceed with the sale and issuance of the Bonds and with this purchase by Redevelopment. Should, for whatever reason, the Bond sale not take place, and /or such approvals as are deemed necessary by Redevelopment to the consummation of this purchase and /or Bond sale not be forthcoming or not be forthcoming in time to comply with the terms of this Agreement, this Agreement shall be of no effect and neither party shall have recourse against the other party with respect to the terms or intent of this Agreement. -14- 19. TERMINATION This Agreement shall terminate (1) upon the sale or other disposition of Blackthorn, under the conditions provided herein, unless otherwise determined by the circumstances of such sale or disposition, or (2) upon the affirmative two - thirds vote of Redevelopment and Airport. IN WITNESS WHEREOF, the undersigned cause this Agreement to be executed and herein affix their signatures this day of , 1992. ST. JOSEPH COUNTY AIRPORT AUTHORITY James Hughes, President LLoyd Taylor STATE OF INDIANA ) )SS: COUNTY OF ST. JOSEPH ) Before me, a Notary Public in and for said County, appeared James Hughes and Lloyd Taylor, known by me to be the President and , respectively, of the St. Joseph County Airport Authority, and acknowledged the execution of the foregoing Agreement this day of , 1992. My Commission Expires: , Notary Public in and for St. Joseph County, IN ATTEST: Donald K. Fewell, Secretary SOUTH BEND REDEVELOPMENT AUTHORITY: Joseph Wroblewski -15- STATE OF INDIANA ) )SS: COUNTY OF ST. JOSEPH ) Before me, a Notary Public in and for said County, appeared Joseph Wroblewski and Donald K. Fewell, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Authority, and acknowledged the execution of the foregoing Agreement this day of , 1992. My Commission Expires: Notary Public in and for St. Joseph County, IN SOUTH BEND REDEVELOPMENT COMMISSION ATTEST: Paula N. Auburn, President Michael Donoho, Secretary STATE OF INDIANA ) )SS: COUNTY OF ST. JOSEPH ) Before me, a Notary Public in and for said County, appeared Paula N. Auburn and Michael Donoho, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission, and acknowledged the execution of the foregoing Agreement this day of , 1992. My Commission Expires: JPM /INTERLK , Notary Public in and for St. Joseph County, IN -16- EXHIBIT B - EXPENSES FOOD & BEVERAGE MERCHANDISE GOLF CARTS AND MAINTENANCE OPERATIONS Course Supplies Maintenance Supplies Tools Fuels /Oils /Lubes Fertilizers Chemicals Lake Maintenance Equipment Repair Irrigation Repair Sand, Gravel, Soils Seed, Sod Maintenance Uniforms Professional Development Dues /subscriptions Contract Services Utility - Electric Utility - Water Building Maintenance Cart Path Repair Drainage Course Landscaping Travel Contingency Golf Carts GOLF OPERATION PAYROLL Golf Pro /Manager Assistant Pro(s) Shop Clerk Hours F &B Supervisor Janitorial Food Service Hours Cart Boy Hours Starter Hours GOLF OPERATION OTHER Insurance Legal /Accounting Payroll Service Telephone Advertising Dues /Subscriptions Printing Property Taxes -17- ft Misc. Taxes /Licenses Clubhouse Maintenance Clubhouse Utilities Office Supplies Food Service Supplies Pro Shop Supplies Bank Charges Professional Development Data Processing Golf Staff Uniforms Contract Services Handicapping Service Travel Security Janitorial Trash Removal Clubhouse Landscaping Parking Lot Maintenance Contingency MAINTENANCE PAYROLL Superintendent Foreman Hours Full Time Hours Part Time Hours Overtime Hours GOLF SCHOOL School Director Staff Expense Advertising F &B Expense Merchandise Expense MANAGEMENT FEE - FIXED MANAGEMENT FEE - INCENTIVE V.V*l -zwDw; ij V%j_ 7 PROPERTY TAXES SEMI - ANNUAL DEBT SERVICE PAYMENT -18- I -HOLE ROUND FEES z 18 -HOLE ROUND FEES GOLF CARTS RANGE FOOD & BEVERAGE MERCHANDISE OTHER INCOME GOLF SCHOOL (NET) Mini School Fees Full School Fees 0 c� EXHIBIT D - REVENUES