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THIS DISBURSEMENT AGREEMENT ("Agreement") made and entered into as of the _ day
of July, 2012 by and among HISTORIC RUSHTON LP, an Indiana limited partnership ( "Owner "),
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION( "Commission ") and SOUTH BEND
HERITAGE FOUNDATION, INC. ( "SBHF ").
WHEREAS, the Commission has approved a proposal for the rehabilitation and renovation of the
Historic Rushton Apartments located at 501 West Washington Street, South Bend, Indiana ( "Propert y ")
by Owner for senior affordable housing, including infrastructure improvements, as further set forth in the
MOU (as hereinafter defined) ("Project"); and
WHEREAS, SBHF is the sole owner of Historic Rushton GP Inc., the general partner of the
Owner; and
WHEREAS, the Commission has authorized the expenditure of the maximum amount of Three
Hundred Twenty -Two Thousand Three Hundred Dollars ($322,300) for the redevelopment of the
Property for those purposes permitted in IC 36- 7 -14 -39 and undertaken in connection with the renovation
of the Project, pursuant to that certain Memorandum of Understanding dated October 25, 2011 by and
between SBHF and the Commission, attached hereto as Exhibit A and incorporated herein ( "MOU ").
Now, therefore, in consideration of the covenants, promises and agreements herein provided, it is
hereby mutually agreed:
1. That the Owner has on deposit the sum of Three Hundred Twenty -Two Thousand Three
Hundred Dollars ($322,300) ( "TIF Funds "), in lawful money of the United States of America, as an
escrow ( "Escrow ") held on behalf of the Commission to be used for certain costs of completion of the
Project set forth in Section 3 of the MOU ( "Commission Improvements ").
2. That the TIF Funds shall only be released or disbursed to Owner in whole or in part upon
receipt of, and in the amount set forth in, a written authorization in the form of Exhibit B attached hereto
( "Draw Request "), subject to the following:
(a)Upon receipt of a Draw Request, and approval by South Bend Redevelopment Staff
( "Staff') pursuant to the MOU on behalf of the Commission, the Staff shall, by the end
of the next business day following the approval of such Draw Request, authorize
transfer, in immediately available funds, the amount requested in each Draw Request as
set forth in the Draw Request from the Escrow to the Owner for payment of
Commission Improvements costs.
(b)Draw Requests may be for the payment of all reasonable and necessary expenses as set
forth in Section 3 of the MOU and Indiana law regarding public bidding and common
construction wage.
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IN WITNESS WHEREOF, the undersigned have executed this Disbursement Agreement as of
the day and year first above written.
"Owner"
Historic Rushton LP
By: Historic Rushton GP Inc., its general partner
By:
Marco Mariani, President
"Commission"
South Bend Redevelopment Commission
By:
Printed:
Title:
"SBHF"
South Bend Heritage Foundation, Inc.
By:
Marco Mariani, President
Exhibit "A"
MEMORANDUM OF UNDERSTANDING
Exhibit "B"
DRAW REQUEST
The undersigned, for and on behalf of HISTORIC RUSHTON LP, an Indiana limited
partnership (hereinafter, the "Owner "), hereby requests a disbursement pursuant to the Disbursement
Agreement dated July 2012 ( "Agreement "), by and among Owner, SOUTH BEND
REDEVELOPMENT COMMISSION ( "Commission ") and SOUTH BEND HERITAGE
FOUNDATION, INC. ( "SBHF "), in the amount of Three Hundred Twenty -Two Thousand Three
Hundred Dollars ($322,300). Owner further acknowledges the prior receipt from Commission of the sum
of and _ /100 Dollars ($ ), representing in the
aggregate prior disbursements heretofore made to Owner by Commission under the Agreement.
The disbursement hereby requested shall be paid directly to Owner or as follows:
As an inducement to Commission to make the disbursement hereby requested, the undersigned
represents and warrants to Commission that:
(a) the costs of an aggregate amount set forth have been made or incurred and were necessary for
the installation, equipping or construction of the Project and were made or incurred in accordance with
the construction contracts, plans and specifications, or purchase contracts therefor then in effect;
(b) the amount paid or to be paid is reasonable and represents a part of the amount payable for
the costs of the Project all in accordance with the cost budget; and that such payment was not paid in
advance of the time, if any, fixed for payment and was made in accordance with the terms of any
contracts applicable thereto and in accordance with usual and customary practice under existing
conditions;
(c) no part of the costs was included in any Draw Request previously filed with the Commission
under the provisions hereof, and
(d) true and correct invoices or purchase contracts are attached hereto;
all in compliance with IC 36 -7 -14, the MOU and the Disbursement Agreement.
Executed this day of , 201
"Owner"
Historic Rushton LP
By: Historic Rushton GP Inc., its general partner
Marco Mariani, President