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HomeMy WebLinkAbout5C1 Development Agreement (Indiana Landmarks)CITY OF SOUTHBEND REDEVELOPMENT COMMISSION Redevelopment Commission Agenda Item DATE: February 14, 2019 FROM: David Relos, Property Development Manager SUBJECT: Development Agreement (Indiana Landmarks) Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Indiana Landmarks has diligently undertaken the rehabilitation of the Kizer Mansion at 803 W. Washington, across the street from the Oliver Mansion and in the heart of the West Washington National Historic District and the West Washington Chapin Development Area. Landmarks expects total rehabilitation costs to be approximately $1.2m, and are seeking Commission funding of up to $200k for window repair / replacement and if possible, new storm windows. Landmarks has to date invested or are engaged in work totaling $790k, including rebuilding the chimneys, tuck pointing of the stone exterior, rebuilding the roof parapet, new roof and gutters, and are currently completing earthwork and landscaping to rid the front of the house of its concrete front yard, removal of a curb cut at the intersection, a new entrance off Charles Martin, and new drywells and parking area in the rear. The Near West Side Neighborhood Organization supports this request. Commission approval in a not -to -exceed of $200,000 from the West Washington Chapin Development Area is requested. INTERNAL USE ONLY: Project Code: Total Amount new/change (inc/dec) in budget: $200,000 ; Breakdown: Costs: Engineering Amt: ; Other Prof Sery Amt_ , Acquisition of Land/Bldg (circle one) Amt: Street Const Amt Building Imp Amt_ Sewers Anit Other (specify) Amt: _ Going to BPW for Contracting? Y/N Is this item ready to encumber now? _No_ Existing PO# Inc/Dec $ EXCELLENCE, ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT 1400S County -City Building 227W. Jefferson Blvd. South Bend, Indiana 46601 p574.235.9371 f574.235.9021 www.southbendin.gov DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement"), is effective as of , 2019 (the "Effective Date"), by and between the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the "Commission"), and Historic Landmarks Foundation of Indiana Inc. d/b/a Indiana Landmarks (the "Developer") (each, a "Party," and collectively, the "Parties"). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the "Act'); and WHEREAS, the Act provides that the clearance, re -planning, and redevelopment of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, the Developer owns certain real property described in Exhibit A. together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto, commonly known as the Kizer House (collectively, the "Developer Property"); and WHEREAS, the Developer has completed or is presently engaged in completing a portion of its development plan, with an investment of Seven Hundred Ninety Thousand Dollars ($790,000.00) in the Developer Property; and WHEREAS, the Developer is continuing its progress with regard to its development plan, including exterior improvements on the Developer Property (the "Project') in accordance with the project plan (the "Project Plan") attached hereto as Exhibit l3; and WHEREAS, the Developer Property is located within the corporate boundaries of the City of South Bend, Indiana (the "City"), within the West Washington -Chapin Development Area (the "Area"); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the Commission believes that accomplishing the Project as described herein is in the best interests of the health, safety, and welfare of the City and its residents; and WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the local public improvements stated in Exhibit C (the "Local Public Improvements") and the financing thereof, subject to the terms and conditions of this Agreement and in accordance with the Act. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1 SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. "Assessed Value" means the market value -in -use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. "Board of Works" means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. "Funding Amount" means an amount not to exceed Two Hundred Thousand Dollars ($200,000.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements. 1.4 Private Investment. "Private Investment" means an amount no less than One Million Three Hundred Thousand Dollars ($1,300,000.00), subject to Developer's funding and the approval of its board of directors, to be expended by the Developer for the costs associated with constructing the improvements set forth in the Project Plan, including architectural, engineering, and any other costs directly related to completion of the Project that are expected to contribute to increases in the Assessed Value of the Developer Property. SECTION 2. INTERPRETATION TERMS AND RECITALS. 2.1 Interpretation. (a) The terms "herein," "hereto," "hereunder," and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b) Unless otherwise specified, references in this Agreement to (i) "Section" or "Article" shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) "Exhibit" shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this "Agreement" shall mean this Agreement and any exhibits and attachments hereto. (c) Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d) The terms "include", "including" and "such as" shall each be construed as if followed by the phrase "without being limited to." 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. 2 SECTION 3. ACCESS. 3.1 Grant of Easement. The Developer will grant to the Commission a temporary, non- exclusive easement on, in, over, under and across any part(s) of the Developer Property (the "Easement") in the form attached hereto as Exhibit D, to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER'S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission's agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer's commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 The Project. (a) The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.8 of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.8 of this Agreement. 4.3 Cooperation. The Developer agrees to endorse and support the Commission's efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.4 Obtaizz Necessary Easements. The Developer agrees to obtain any and all easements from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvements, and the obtaining of such easements is a condition precedent to the Commission's obligations under this Agreement. 4.5 Timeframe for Completion. The Developer acknowledges that the Project has been in process since 2012, and it will complete the Project and any other obligations the Developer may have under this Agreement by December 31, 2022 (the "Mandatory Project Completion Date"). Notwithstanding any provision of this Agreement to the contrary, the Developer's failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 3 4.6 Reserved. 4.7 Renortine Oblip-ations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b) On or before June 30 and December 31 of each year until the Mandatory Project Completion Date, the Developer shall submit to the Commission a report demonstrating the Developer's good -faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, and (iii) an itemized accounting generally identifying the Private Investment to date. 4.8 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, the Developer shall deliver a complete set thereof to the Commission. The Commission may approve or disapprove said plans and specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. 4.9 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of construction for the Project (including legal fees, architectural and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.10 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City Engineer or her designee. The City Engineer or her designee may approve or disapprove said bid specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. 4.11 Non -Interference. Developer hereby agrees to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.12 Insurance. The Developer shall purchase and maintain comprehensive insurance coverage as is appropriate for the work being performed with respect to the Project. The Developer shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit E attached rd hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker's compensation policies). 4.13 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION'S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer's agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission's commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public h-mrovements. (a) The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit C attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and approved the same in accordance with Section 4.8 of this Agreement, and (b) the City Engineer or her designee will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.10 of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the City Engineer or her designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for such purpose. If Developer chooses not to pay any such excess costs of the Local Public Improvements (above the Funding Amount), the Commission may reduce the scope of the Local Public Improvements to the amount which may be funded with the Funding Amount. In no event will the Commission be required to spend more than the Funding Amount in connection with the Local Public Improvements. 5.3 Cooperation. The Commission agrees to endorse and support the Developer's efforts to expedite the Project through any required planning, design, permitting, waiver, and related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5 5.4 Public Announcements. Press Releases and Marketinm Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developer. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel and retain such counsel at its own expense, and in no event shall the Commission be required to bear the fees and costs of the Developer's attorneys nor shall the Developer be required to bear the fees and costs of the Commission's attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6. 1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non -defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7. 1, then no default shall exist and the noticing Party shall take no further action. 7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then upon the written demand of the Commission, the Developer will repay the Commission One Hundred Percent (100%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements as of the date of the Commission's demand. 7.3 Force MJeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of "Force Majeure"). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such 10 cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a) The Project is a private development; (b) None of the Commission, the Board of Works, or the Developer has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c) The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest• Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 I_ndemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third -party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall 7 nay single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorney's' Fees. In the event of any litigation, mediation, or arbitration between the Parties regarding an alleged breach of this Agreement, none of the Parties shall be entitled to any award of attorney's fees. 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand -delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party's respective addresses and representatives stated below. Developer: Historic Landmarks Foundation of Indiana Inc. 1201 Central Avenue Indianapolis, IN 46202-2656 Attn: President With a copy to: Indiana Landmarks Northern Regional Office 803 West Washington Street South Bend, IN 46601 Attn: Director Commission: South Bend Redevelopment Commission 1400 S. County -City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Executive Director, Department of Community Investment With a copy to: South Bend Legal Department 1200 S. County -City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Corporation Counsel 9.9 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana. 9.10 Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 9.11 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. Z 9.12 Assi&unent. The Developer's rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission's prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission's consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties' authorized representatives. 9.16 Time. Time is of the essence of this Agreement. [SIGNATURE PAGE FOLLOWS] 10 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION Marcia I. Jones, President ATTEST: Donald E. Inks, Secretary HISTORIC LANDMARKS FOUNDATION OF INDIANA INC. D/B/A INDIANA LANDMARKS By: _ Name: Title: EXHIBIT A Description of Developer Property Property located at 803 West Washington Street, South Bend, Indiana, commonly known as the Kizer House, and more specifically described as follows: PARCEL I: A part of Bank Out Lot Numbered 31 and 32 of the First Plat of Out Lots of the Town, now City of South Bend, platted by the State Bank of Indiana, which part is bounded by a line running as follows, viz: Beginning on the north line of Washington Street (now Washington Avenue) in said City, at a point 24 3/4 feet East of the southeast corner of said Bank Out Lot Numbered 31; thence running West on the north line of said Washington Avenue a distance of 70 feet; thence North 198 feet; thence East 70 feet; thence South 198 feet to the place of beginning. PARCEL II: A part of Lot 4 in Mary Witherill's Subdivision of Bank Out Lot 32 described as follows: Beginning at the northwest corner of Lot 4; thence East 28.50 feet along the north line of said Lot 4; thence Southwesterly 43.60 feet along a line with a deflection angle of 96°37.40" right from the last described course extended thence Southwesterly 156.30 feet along an arc to the right having a radius of 909.93 feet and subtended by a long chord having a length of 156.03 feet with a deflection angle of 1'06.24" right from the last described course extended to a point on the South line of Lot 4; thence West 0.37 feet along the South line of Lot 4 to the southwest corner of said Lot 4; thence North 198.00 feet along the west line of Lot 4 to the point of beginning. PARCEL III: Beginning at the intersection of the Westerly right-of-way line of Chapin Street and the North right-of-way line Washington Street; thence North 89°56'50" East along said Northerly right-of-way line projected East, a distance of 6.19 feet; thence North 8°53'58" East, a distance of 76.25 feet; thence North 11 ° 10' 11" East, a distance of 114.09 feet; thence North 4'28'16" East, a distance of 11.49 feet to the Southerly line of the 14 foot alley projected East; thence North 90°00'00" West, a distance of 15.10 feet to the Westerly right-of-way line of Chapin Street; thence South 7°25'20" West along said Westerly right-of-way line, a distance of 114.90 feet to the place of beginning containing 2053 square feet more or less. EXHIBIT B Project Plan The Developer will continue its rehabilitation of the Property including the reconfiguration of the site, lowering the grade and improving and installing an extensive drainage system, creating a new entrance, and installing new landscaping. Additionally, Developer will continue to renovate the garage, including the second floor apartment, by installing a new HVAC system and new plumbing, updating the electrical components, completing finish work, and renovating the kitchen and laundry areas. Further, Developer intends to replace or renovate the windows and storm windows on the main house, make the main house ADA compliant (including the installation of an elevator), and other interior renovations, all subject to Developer's funding and Board approval. EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the rehabilitation or replacement of the windows and the installation of storm windows, in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. EXHIBIT D Form of Easement GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the day of , 2019 (the "Effective Date"), by and between Historic Landmarks Foundation of Indiana, Inc. d/b/a Indiana Landmarks, an Indiana non-profit corporation with offices at 803 West Washington Street, South Bend, Indiana 46601 (the "Grantor"), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400 S. County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the "Grantee"). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non- exclusive easement (the "Easement") on, in, over, under and across the real property described in attached Exhibit 1 (the "Property") for the construction, equipping, and delivery of certain improvements on the Property (the "Local Public Improvements"), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated , 2019 (the "Development Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee's contractors acting on Grantee's behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the "Construction Termination Date") of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. Cil-INOW"t HISTORIC LANDARKS FOUNDATION OF INDIANA, INC. D/B/A INDIANA LANDMARKS An Indiana non-profit corporation Printed: Its: STATE OF INDIANA ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for said State, personally appeared , to me known to be the of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor's free and voluntary act and deed. WITNESS my hand and Notarial Seal this day of 1201. _ Residing in My Commission Expires: Notary Public _ County, This instrument was prepared by Sandra L. Kennedy, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Sandra L. Kennedy. FXHTRTT 1 Description of Property Property located at 803 West Washington Street, South Bend, Indiana, commonly known as the Kizer House, and more specifically described as follows: PARCEL I: A part of Bank Out Lot Numbered 31 and 32 of the First Plat of Out Lots of the Town, now City of South Bend, platted by the State Bank of Indiana, which part is bounded by a line running as follows, viz: Beginning on the north line of Washington Street (now Washington Avenue) in said City, at a point 24 3/4 feet East of the southeast corner of said Bank Out Lot Numbered 31; thence running West on the north line of said Washington Avenue a distance of 70 feet; thence North 198 feet; thence East 70 feet; thence South 198 feet to the place of beginning. PARCEL II: A part of Lot 4 in Mary Witherill's Subdivision of Bank Out Lot 32 described as follows: Beginning at the northwest corner of Lot 4; thence East 28.50 feet along the north line of said Lot 4; thence Southwesterly 43.60 feet along a line with a deflection angle of 96°37.40" right from the last described course extended thence Southwesterly 156.30 feet along an arc to the right having a radius of 909.93 feet and subtended by a long chord having a length of 156.03 feet with a deflection angle of 1'06.24" right from the last described course extended to a point on the South line of Lot 4; thence West 0.37 feet along the South line of Lot 4 to the southwest corner of said Lot 4; thence North 198.00 feet along the west line of Lot 4 to the point of beginning. PARCEL III: Beginning at the intersection of the Westerly right-of-way line of Chapin Street and the North right-of-way line Washington Street; thence North 89°56'50" East along said Northerly right-of-way line projected East, a distance of 6.19 feet; thence North 8°53'58" East, a distance of 76.25 feet; thence North 11 ° 10' 11" East, a distance of 114.09 feet; thence North 4'28'16" East, a distance of 11.49 feet to the Southerly line of the 14 foot alley projected East; thence North 90°00'00" West, a distance of 15.10 feet to the Westerly right-of-way line of Chapin Street; thence South 7°25'20" West along said Westerly right-of-way line, a distance of 114.90 feet to the place of beginning containing 2053 square feet more or less. EXHIBIT E Minimum Insurance Amounts A. Worker's Compensation 1. State Statutory 2. Applicable Federal Statutory 3. Employer's Liability $100,000.00 B. Comprehensive General Liability 1. Bodily Injury a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate Products and Completed Operation 2. Property Damage a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate C. Comprehensive Automobile Liability 1. Bodily Injury a. $500,000.00 Each Person b. $500,000.00 Each Accident 2. Property Damage a. $500,000.00 Each Occurrence