HomeMy WebLinkAbout1 RDC Packet 8.25.22South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Agenda
Regular Meeting, August 25, 2022 – 9:30 a.m.
http://tiny.cc/RDC082522 or BPW Conference Room 13th Floor
1.Roll Call
2.Approval of Minutes
A.Minutes of the Regular Meeting of Thursday, July 28, 2022
3.Approval of Claims
A.Claims Allowance Request 07.29.22
B.Claims Allowance Request 08.03.22
C.Claims Allowance Request 08.10.22
D.Claims Allowance Request 08.16.22
E.Claims Allowance Request 08.19.22A
F.Claims Allowance Request 08.19.22
4.Old Business
5.New Business
A.River East Development Area
1.First Amendment Fire Station No. 9
6.Progress Reports
A.Tax Abatement
B.Common Council
C.Other
7.Next Commission Meeting:
Thursday, September 8, 2022, 9:30 am
ITEM: 1
South Be n d
Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, IN
SOUTH BEND REDEVELOPMENT COMMISSION
RE-SCHEDULED REGULAR MEETING
July 28, 2022 – 9:30 am
https://tinyurl.com/RDC72822 or BPW Conference Room 13th Floor
Presiding: Marcia Jones, President
The meeting was called to order at 9:30 a.m.
1.ROLL CALL
Members Present: Marcia Jones, President - IP
Don Inks, Vice-President - IP
Troy Warner, Secretary - IP
Eli Wax, Commissioner – IP
Vivian Sallie, Commissioner, IP
IP = In Person V = Virtual
Members Absent: Leslie Wesley, Commissioner
Legal Counsel: Sandra Kennedy, Esq.
Danielle Campbell-Weiss, Esq.
Redevelopment Staff: Mary Brazinsky, Board Secretary - V
Others Present: Laura Althoff
Andrew Netter
Rachel Boyles
Michael Divita
Kara Boyles
Leslie Biek
Charlotte Brach
Jim Conklin
Jeremy Lugbill
Conrad Damian
Matt Barrett
Bill Panzica
WNDU
DCI - V
DCI - V
DCI - V
DCI - V
Engineering - V
Engineering - V
Engineering - V
Cultivate Culinary - IP
Career Academy - V
Resident - V
Resident - IP
Crescent Michiana - V
Media - V
ITEM: 2A
South Bend Redevelopment Commission Regular Meeting – July 28, 2022
2.Approval of Minutes
•Approval of Minutes of the Regular Meeting of Thursday, July 14, 2022
Upon a motion by Vice-President Inks, seconded by Commissioner Sallie, the
motion carried unanimously, the Commission approved the minutes of the
regular meeting of Thursday, July 14, 2022.
3.Approval of Claims
•Claims Submitted for July 26, 2022
Upon a motion by Vice-President Inks, seconded by Commissioner Sallie, the
motion carried unanimously, the Commission approved the claim July 26, 2022,
submitted on Thursday, July 28, 2022.
4.Old Business
5.New Business
A.River West Development Area
1.Waiver and Release (Blackthorn Office Park Lot 4a)
Mr. Molnar Presented Waiver and Release (Blackthorn Office Park Lot 4a). This
property is located off Nimtz on Crescent Circle just south of the toll road. The
original property agreement from 2002 specified that an office building and parking
lot would be built on this site. The original purchase price was $162,400 and they
had a faithful performance guarantee of $23,332 which was extra money given to
the commission as incentive for completion of the project. If the agreement was
completed, they would have received a certificate of completion and we would
have returned the $23k. The commission has retained the money over the last
two decades as the agreement was not fulfilled.
Crescent Michiana, which owned the property, wishes to transfer the property to
the Career Academy. The commission has the right to approve or deny this
transfer. Upon review, staff recommends this transfer. The owner had paid $162k
plus $23k performance guarantee in 2002. Today the assessed property value is
$22k. Staff agrees that it would not be in the city’s best interest to re-market this
property. A waiver and release has been prepared which outlines the obligations
of the transfer. Commission approval is requested.
Vice-President Inks asked what happens to the performance guarantee?
Mr. Molnar states the city keeps it as Crescent Michiana did not achieve the
performance guarantee.
Vice-President Inks asked if this property is still part of an owner’s association?
Mr. Molnar stated he believes it is, however, the once strict rules and policies have
South Bend Redevelopment Commission Regular Meeting – July 28, 2022
changed.
Commissioner Wax asked if the waiver is conditional on them giving it to Career
Academy?
Mr. Molnar stated yes; Career Academy will be using this to expand their grounds.
Bill Panzica, Crescent Michiana noted that the city had given property to Career
Academy that they will be using for athletic field. The school acquired the building
to the east which they are using for their master planning to possibly have
additional parking for the school athletic field or to be able to connect the two
buildings for additional classes and programs.
Jeremy Lugbill, Career Academy noted that as the school continues to develop
and grow; they would like to connect the two buildings. With the land that the city
gave to the school, the students use for environmental studies and are clearing
trails, laying mulch, doing soil samples and learning. They would like to eventually
expand.
Upon a motion by Commissioner Sallie, seconded by Secretary Warner, the
motion carried unanimously, the Commission approved Waiver and Release
(Blackthorn Office Park Lot 4a) submitted on Thursday, July 28, 2022.
2.Real Estate Purchase Agreement (Cultivate Culinary School and Catering
Inc). Mr. Molnar Presented Real Estate Purchase Agreement (Cultivate Culinary
School and Catering). This land is located along Prairie Avenue just west of
Ignition Park where Prairie and Campbell come together. The property went
through the disposition process in 2014 for a minimum bid of $63,500. No bids
were received.
Cultivate Culinary School and Catering approached the city to purchase the
property and provided plans which staff recommends. The property assessed
value is $60k. The school will purchase the property with the agreement of a
minimum investment of $3M to build a minimum 12,000 square foot building
specifically as a cold storage building. They will have twelve full-time employees
staffed by cultivate with a 60-month completion due date. This is a little longer
than normal requirements, however, they are fundraising and need a little more
building time. The city has the right to take the property back if obligations are not
met or cultivate has the option to pay the fair market value of the property.
Jim Conklin, cultivate presented an artist rendering to the commission showing
that the facility is approximately 21,000 square feet that will hold 50 to 55
truckloads of cold storage. The mission is to rescue food from food service
businesses, grocery stores, catering companies, restaurants, and farmer’s
markets that would otherwise spoil and go to landfills. They are working with
Tiffany Group out of Franklin Indiana that has 1M square feet of cold storage and
they have become a regular donor to the mission. This will help to bring food into
our community to help those in need. The meals go into school backpack
programs in St. Joseph, Elkhart, and Marshall counties. Approximately one-
South Bend Redevelopment Commission Regular Meeting – July 28, 2022
hundred thousand pounds of food.
Cultivate also works with major grocery store chains to participate in several
organizations. They are working with Fresh Thyme, Whole Foods, and Trader
Joe’s. They would like to work with a few of the other major grocery chains,
however, they do not have the storage space yet. Jim estimates the project will be
in the $6M to $7M price range. They will add a few employees, but this facility will
basically be shipping and receiving. The project saves a lot of transportation miles
and saves about 20% of food that goes into a landfill which is 12% to 14% of
greenhouse gas emissions. Estimated one-hundred pounds of food goes out
every single month through food pantries and almost 30,000 frozen meals to
vulnerable students and pantries in the community.
The hope is to break ground and start building spring 2023. They are fundraising
to finance this project. They have donors in line that have committed $3.6 to
$4.2M.
President Jones asked how close is the nearest organization that does something
similar?
Mr. Conklin replied Indianapolis which has been doing this for 24 years. The
process started on the west coast and is just starting to take hold in the Midwest.
This is about targeting food before it perishes. Jim’s team works with food from
General Mill to Johnsonville which are big food manufacturers. These
manufacturers place food in supply chain warehouses hoping that stores such as
Kroger purchase that food. If they don’t it goes to a warehouse in Franklin Indiana
which donates 20 truckloads of food every month to local organizations like ours.
Commissioner Sallie asked how many employees are there currently and with the
expansion how many will be hired?
Mr. Conklin replied there are eleven full-time and four to seven part-time
employees. Staff will grow slowly over time with but he doesn’t anticipate more
than five additional people. There is a lot of volunteer support with approximately
fifty-four thousand in 2021.
Matt Barrett, resident noted that this was a very impressive presentation and a
great organization. Mr. Barrett also noted that this is really a pittance of a $5M to
$6M project that is 10% of what could be potentially provided. He urges the
commission and the city to keep these priorities.
Secretary Warner stated that he has volunteered and found that it was an amazing
and vital organization in our community. He thanked Jim Conklin and the
organization for what they are doing to help our neighborhoods.
Upon a motion by Commissioner Wax, seconded by Secretary Warner, the
motion carried unanimously, the Commission approved Real Estate Purchase
Agreement (Cultivate Culinary School and Catering) submitted on Thursday,
July 28, 2022.
South Bend Redevelopment Commission Regular Meeting – July 28, 2022
3.First Amendment to Real Estate Purchase Agreement (2401 W Western Ave)
Mr. Molnar Presented First Amendment to Real Estate Purchase Agreement
(2401 W Western Ave). This is for the property located at 2401 west western
avenue. July 2021, the commission approved a purchase agreement with
Panderia Supermercado in the amount of $1,000. The conditions of the contract
were that a grocery store be built of at least 10,000 square feet with two additional
tenant spaces. The construction was to be completed in 36 months and to
employee 25 employees. City planning has final say over the design of the
building. In the original agreement there was a 12 month commence construction
date from closing which was September 2021. Staff is asking the commission to
extend the date as it looks like they will break ground in November 2022
depending on the weather, the latest would be spring 2023. We are not asking for
extension of the original 36 months completion. Michael Divita is here from our
planning team if there are any questions as he has been overseeing the project.
Commission approval is requested.
Upon a motion by Commissioner Wax, seconded by Secretary Warner, the
motion carried unanimously, the Commission approved First Amendment to
Real Estate Purchase Agreement (2401 W Western Ave) submitted on
Thursday, July 28, 2022.
B.River East Development Area
1.Budget Request (Campeau Streetscape)
Ms. Boyles Presented Budget Request (Campeau Streetscape). We are asking
the commission for a budget request of $2.1M to complete the design and
construction of Campeau streetscape. This is a complete street project from
Campeau Street to Eddy to Notre Dame Avenue to South Bend Avenue
intersection. This will improve the pedestrian and bicycle routes along that stretch.
This shared use path will have bump outs and a raised intersection. A lot of the
residents in the neighborhood have asked for more safety precautions in the area.
Commission approval is requested.
Secretary Warner asked if this takes the path all the way to the East Bank trail or
is that separate funding?
Ms. Boyles stated that it will be separate funding for the East Bank project. We
are in process applying for funds from the hotel/motel board for continuous path
along South Bend Avenue all the way to Hill Street and connecting downtown into
LaSalle Avenue.
Matt Barrett, resident, asked for clarification on the budget request presented as
there are two very different numbers.
Charlotte Brach stated $2.1M is the new request. The total at the bottom is what
was asked for in the past and what is being asked for today.
South Bend Redevelopment Commission Regular Meeting – July 28, 2022
Upon a motion by Secretary Warner, seconded by Commissioner Sallie, the
motion carried unanimously, the Commission approved Budget Request
(Campeau Streetscape) submitted on Thursday, July 28, 2022.
2.Budget Request (Western Streetscape Phase IV)
Ms. Leslie Biek Presented Budget Request (Western Streetscape Phase IV). This
budget request in the amount of $1,300 is to contract with HWC for additional
utility located to verify existing utilities prior to boring. This will be from Walnut to
Chapin Streets. Commission approval is requested.
Upon a motion by Vice-President Inks, seconded by Commissioner Sallie, the
motion carried unanimously, the Commission approved Budget Request
(Western Streetscape Phase IV) submitted on Thursday, July 28, 2022.
6.Progress Reports
A.Tax Abatement
1.Mr. Molnar noted that the Council approved the first resolution of the tax
abatement on the Monroe project of the former Fat Daddy’s site. Ms.
Deveraux told the city they applied for the tax credits ahead of the deadline
and will anxiously wait until November to see if the project is approved by
state.
B.Common Council
C.Other
1.Mr. Barrett, 110 S. Niles Avenue, pointed out that it was five weeks ago at
the June 23rd meeting that he asked the commission to hear from Mr. David
Matthews to explain where things stood on three separate projects. He is
not here today.
Mr. Molnar stated that Mr. Bauer is off this week but has continued to reach
out to Mr. Matthews. He will update us at the next Redevelopment
Commission meeting.
7.Next Commission Meeting:
Thursday, August 11, 2022
8.Adjournment
Thursday, July 28, 2022, 10:10 a.m.
Troy Warner, Secretary Marcia Jones, President
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Friday, July 29, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0040738 $4,360,065.38
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$4,360,065.38
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:4,360,065.38$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3A
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Wednesday, August 3, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0041095 $1,767.00
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$1,767.00
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:1,767.00$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3B
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Wednesday, August 10, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0041489 $194,479.14
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$194,479.14
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:194,479.14$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3C
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Tuesday, August 16, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0042026 $258,912.52
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$258,912.52
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:258,912.52$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3D
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Friday, August 19, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0041065 $27,179.15
GBLN-0041066 $30,000.00
GBLN-0000000 $0.00
Total:$57,179.15
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:57,179.15$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3E
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Daniel Parker, City Controller
Date:Friday, August 19, 2022
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0041363 $23,406.75
GBLN-0041067 $49,000.00
GBLN-0000000 $0.00
Total:$72,406.75
_______________________________
Daniel Parker, City Controller
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:72,406.75$
By:_______________________________
South Bend Redevelopment Commission
Name:
Date:
ITEM: 3F
______________________________________________________________
Name:Name:
_______________________________
Name:_______________________________
Name:
_______________________________
Name:
Redevelopment Commission Agenda Item
DATE: 08/19/22
FROM: Joseph Molnar
SUBJECT: Sale of former Firehouse #9
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: Extension of due diligence period for sale of former Firehouse #9
Specifics: The Commission on June 9th 2022 entered into a purchase agreement with
Connermara Holdings LLC for the purchase of former Firehouse #9. The buyer requested an
extension of the Due Diligence Period for an additional sixty days. Staff recommends approval
of this 1st Amendment.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
ITEM: 5A1
1
FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
This First Amendment To Real Estate Purchase Agreement (this “First Amendment”) is
made on August 25, 2022 (the “Effective Date”), by and between the South Bend Redevelopment
Commission, the governing body of the City of South Bend Department of Redevelopment
(“Seller”), and Connermara Holdings LLC., an Indiana corporation with its registered office at 424
S. Michigan Street, Unit 913, South Bend, IN 46624 (“Buyer”) (each a “Party,” and collectively
the “Parties”).
RECITALS
A. Seller and Buyer entered into that certain Real Estate Purchase Agreement dated
June 9, 2022 (the “Purchase Agreement”), for the purchase and sale of the Property (as defined in
the Purchase Agreement) located in the City of South Bend.
B. Buyer continues its examination of the Property pursuant to Section 3 of the
Purchase Agreement and has requested an extension of the Due Diligence Period.
C. Seller desires to grant the requested extension as stated in this First Amendment.
NOW, THEREFORE, in consideration of the mutual promises and obligations in this First
Amendment and the Purchase Agreement, the adequacy of which consideration is hereby
acknowledged, the Parties agree as follows:
1. In Section 4.B. of the Purchase Agreement, the term “sixty (60)” is deleted and
replaced by the term “one hundred and twenty (120).”
2. Unless expressly modified by this First Amendment, the terms and provisions of
the Purchase Agreement remain in full force and effect.
3. Capitalized terms used in this First Amendment will have the meanings set forth in
the Purchase Agreement unless otherwise stated herein.
[Signature page follows.]
2
IN WITNESS WHEREOF, the Parties hereby execute this First Amendment To Real
Estate Purchase Agreement to be effective on the Effective Date stated above.
BUYER:
Connemara Holdings, Inc.
an Indiana corporation
By:_____________________________________
Printed: _________________________________
Its: _____________________________________
Dated:___________________________________
SELLER:
City of South Bend, Department of Redevelopment,
by and through its governing body, the South Bend
Redevelopment Commission
Marcia I. Jones, President
ATTEST:
Troy Warner, Secretary
Redevelopment Commission Agenda Item
DATE: 6/7/22
FROM: Joseph Molnar
SUBJECT: Sale of former Firehouse #9
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: Sale of former Firehouse #9 for the purpose of restoration and redevelopment.
Specifics: In 2019, the new Firehouse #9 was opened on Mishawawka Ave. Since then, the
former Firehouse #9 at 2520 Mishawaka Ave has sat vacant. In the fall of 2020, the property
went through the disposition process and the Commission rejected all bids submitted.
Staff was approached by James Lyden who was interested in rehabbing the former fire station
and returning it to an active use in the community. The submitted Real Estate Purchase
Agreement commits Mr. Lyden to the following:
-Sale price of $40,000.
-Complete construction within 24 months.
-Invest a minimum of $250,000 into the property.
-Stabilize and renovate the Property to accommodate commercial/office tenant spaces.
-In the event the property improvements are not completed, the Commission shall have
the right to reenter and take possession of the property.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
X
6.9.22
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this “Agreement”) is made on
(the “Contract Date”), by and between the City of South Bend, Indiana, Department of
Redevelopment, acting by and through its governing body, the South Bend Redevelopment
Commission (“Seller”) and Connemara Holdings, Inc., a Indiana corporation with its registered
office at 424 S Michigan Street, Unit 913, South Bend, IN 46624 (“Buyer”) (each a “Party” and
together the “Parties”).
RECITALS
A.Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act
of 1953, as amended, being Ind. Code 36-7-14 (the “Act”).
B.In furtherance of its purposes under the Act, Seller owns certain real property
located in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit
A (the “Property”).
C.Pursuant to the Act, Seller adopted its Resolution No. 3525 on October 8, 2020,
whereby Seller established an offering price of Sixty-Seven Thousand Five Hundred Dollars
($67,500.00) for the Property.
D.Pursuant to the Act, on October 8, 2020 Seller authorized the publication, on
October 16, 2020, and October 23, 2020, respectively, of a notice of its intent to sell the Property
and its desire to receive bids for said Property on or before November 12, 2020, at 9:00A.M.
E.As of November 12, 2020, at 9:00A.M., Seller had received one bid for the
Property. On May 27, 2021, Seller adopted its Resolution No. 3534 rejecting the bid, and,
therefore, having satisfied the conditions stated in Section 22 of the Act, Seller now desires to sell
the Property to Buyer on the terms stated in this Agreement.
THEREFORE, in consideration of the mutual covenants and promises in this Agreement
and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer
and Seller agree as follows:
1.RECITALS
The recitals above are hereby incorporated into this Agreement by reference.
2.OFFER AND ACCEPTANCE
A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on
the terms stated in this Agreement and shall be delivered to Seller, in care of the following
representative (“Seller’s Representative”):
June 9, 2022
TO SELLER: Caleb Bauer
Acting Executive Director
Department of Community Investment
City of South Bend
1400 S. County-City Building
227 W. Jefferson Blvd.
South Bend, Indiana 46601
WITH COPY TO: South Bend Legal Department
Attn: Corporation Counsel
City of South Bend
1200 S. County-City Building
227 W. Jefferson Blvd.
South Bend, Indiana 46601
This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept Buyer’s
offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with
applicable laws, to the following (“Buyer’s Representative”):
TO BUYER: Connemara Holdings, Inc.
Attn. James Lyden, President/Owner
424 S. Michigan Street, Unit 913
South Bend, Indiana 46624
WITH COPY TO:
3.PURCHASE PRICE AND EARNEST MONEY DEPOSIT
A.Purchase Price. The purchase price for the Property shall be Forty Thousand Dollars
($40,000.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in
Section 11 below (the “Closing,” the date of which is the “Closing Date”).
B.Earnest Money Deposit. Within five (5) business days after the Contract Date,
Buyer will deliver to Seller the sum of Two Thousand Dollars ($2,000.00), which Seller will hold
as an earnest money deposit (the “Earnest Money Deposit”). Seller will be responsible for
disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The
Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing
occurs, refunded or forfeited as provided below. If the Earnest Money Deposit is not received
within five (5) days of the Contract Date, this Agreement shall automatically terminate.
C.Termination During Due Diligence Period. If Buyer exercises its right to terminate
this Agreement by written notice to Seller in accordance with Section 4 below, the Earnest Money
Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement
by written notice to Seller within the Due Diligence Period, then the Earnest Money Deposit shall
become non-refundable.
D.Liquidated Damages. If Seller complies with its obligations hereunder and Buyer,
not having terminated this Agreement during the Due Diligence Period in accordance with Section
4 below, fails to purchase the Property on or before the Closing Date, the Earnest Money Deposit
shall be forfeited by Buyer and retained by Seller as liquidated damages in lieu of any other
damages.
4.BUYER’S DUE DILIGENCE
A.Investigation. Buyer and Seller have made and entered into this Agreement based
on their mutual understanding that Buyer intends to stabilize and renovate the Property to
accommodate commercial/office tenant spaces as well as interior and exterior spaces for the
community (the “Buyer’s Use”). Seller acknowledges that Buyer’s determination whether Buyer’s
Use is feasible requires investigation into various matters (Buyer’s “Due Diligence”). Therefore,
Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory
completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation,
Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental
matters, real property title matters, and the like, as applicable.
B.Due Diligence Period. Buyer shall have a period of sixty (60) days following the
Contract Date to complete its examination of the Property in accordance with this Section 4 (the
“Due Diligence Period”).
C.Authorizations During Due Diligence Period. During the Due Diligence Period,
Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability
insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars
($1,000,000), naming Seller as an additional insured and covering the activities, acts, and
omissions of Buyer and its representatives at the Property, to
(i)enter upon the Property or to cause agents to enter upon the Property for
purposes of examination; provided, that Buyer may not take any action upon the Property
which reduces the value thereof and Buyer may not conduct any invasive testing at the
Property without Seller’s express prior written consent; further provided, that if the
transaction contemplated herein is not consummated, Buyer shall promptly restore the
Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller
harmless, before and after the Closing Date whether or not a closing occurs and regardless
of any cancellations or termination of this Agreement, from any liability to any third party,
loss or expense incurred by Seller, including without limitation, reasonable attorney fees and
costs arising from acts or omissions of Buyer or Buyer’s agents or representatives; and
(ii) file any application with any federal, state, county, municipal or regional
agency relating to the Property for the purpose of obtaining any approval necessary for
Buyer’s anticipated use of the Property. If Seller’s written consent to or signature upon
any such application is required by any such agency for consideration or acceptance of any
such application Buyer may request from Seller such consent or signature, which Seller
shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments
or other commitments that would further restrict the future use or development of the
Property, beyond the restrictions in place as a result of the current zoning of the Property,
shall be subject to Seller’s prior review and written approval.
D. Environmental Site Assessment. Buyer may, at Buyer’s sole expense, obtain a
Phase I environmental site assessment of the Property pursuant to and limited by the authorizations
stated in this Section 4.
E. Termination of Agreement. If at any time within the Due Diligence Period Buyer
determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may
terminate this Agreement by written notice to Seller’s Representative, and Buyer shall be entitled
to a full refund of the Earnest Money Deposit.
5. SELLER’S DOCUMENTS
Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection,
engineering, title, and survey reports and documents in Seller’s possession relating to the Property.
In the event the Closing does not occur, Buyer will immediately return all such reports and
documents to Seller’s Representative with or without a written request by Seller.
6. PRESERVATION OF TITLE
After the Contract Date, Seller shall not take any action or allow any action to be taken by others
to cause the Property to become subject to any interests, liens, restrictions, easements, covenants,
reservations, or other matters affecting Seller’s title (such matters are referred to as
“Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and
to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a
survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The
Property shall be conveyed to Buyer free of any Encumbrances other than Permitted
Encumbrances (as defined in Section 9 below).
7. HISTORIC LANDMARK STATUS
Buyer acknowledges that the Property was designated an historic landmark per Ordinance No. 9304-
02 passed by the South Bend Common Council on February 11, 2002. As such, the Property is subject
to the Historic Preservation Ordinance as codified in the Municipal Code of the City of South Bend,
Indiana and the related standards and guidelines for stand-alone historic landmarks.
8. TITLE COMMITMENT AND POLICY REQUIREMENTS
Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title
company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within
twenty (20) days after the Contract Date. The Title Commitment shall (i) agree to insure good,
marketable, and indefeasible fee simple title to the Property (including public road access) in the
name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a
special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a
final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to
the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be
responsible for all of the Title Company’s title search charges and all costs of the Title
Commitment and owner’s policy.
9.REVIEW OF TITLE COMMITMENT AND SURVEY
Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller
written notice of any objections to the Title Commitment. Within twenty (20) days after Buyer’s
receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any
exceptions identified in the Title Commitment or Survey to which written notice of objection is
not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or
unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer
may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence
Period, in which case the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to so
terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of
the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect
being given to such title and survey objections.
10.NOTICES
All notices required or allowed by this Agreement, before or after Closing, shall be delivered in
person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care
of Seller’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City
Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer
in care of Buyer’s Representative at their respective addresses stated in Section 2 above. Either
Party may, by written notice, modify its address or representative for future notices.
11.CLOSING
A.Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall
be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date
not later than thirty (30) days after the end of the Due Diligence Period.
B.Closing Procedure.
(i)At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on
Seller’s delivery of the Deed, in the form attached hereto as Exhibit B, conveying the
Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions
other than Permitted Encumbrances, and the Title Company’s delivery of the marked-up
copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 8
above.
(ii)Possession of the Property shall be delivered to the Buyer at Closing, in the
same condition as it existed on the Contract Date, ordinary wear and tear and casualty
excepted.
C. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document
preparation fees and all recordation costs associated with the transaction contemplated in this
Agreement.
12. BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS
A. Property Improvements; Proof of Investment. Within Twenty-Four (24) months after
the Closing Date, the Buyer will expend an amount not less than Two Hundred and Fifty Thousand
Dollars ($250,000.00) on improvements to the site, as well as the cost of equipment, needed to
redevelop the Property for the uses set forth herein (“Property Improvements”). Promptly upon
completing the Property Improvements, Buyer will submit to Seller satisfactory records, as
determined in Seller’s sole discretion, proving the above required expenditures and will permit
Seller (or its designee) to inspect the Property to ensure that Buyer’s Property Improvements were
completed satisfactorily.
B. Post-Closing Buyer Commitments. The Buyer shall:
(i) Commence construction of the project within 12 months of the Closing
Date;
(ii) Complete construction of the project within 24 months of the Closing
Date;
(iii) Stabilize and renovate the Property to accommodate commercial/office
tenant spaces as well as interior and exterior spaces for the community.
(iv) Employ a minimum total of 5 full-time employees at the Property;
(v) In its development of the Property, Buyer shall comply with all applicable
federal, state, and local laws, including, but not limited to, the applicable
requirements of the City of South Bend Zoning Ordinance, including
variances as necessary. Buyer shall further complete all exterior
improvements in accordance with any and all necessary approvals and
procedures required by the Historic Preservation Commission under
Chapter 21, Article 5 of the South Bend Municipal Code.
(vi) Provide the design, plans, and specifications for Property Improvements
consistent with City standards for the review and comment by the City's Planning Director
or his designee, who, in his sole discretion, may request revisions or amendments to be
made to the same. Acceptance of the design and plans by the Planning Director or his
designee prior to construction shall be a prerequisite for the issuance of a Certificate of
Completion.
C. Certificate of Completion. Promptly after Buyer completes the Property
Improvements and satisfactorily proves the same in accordance with the terms of Section 12.A.
above, as well as compliance with Section 12.B. above, Seller will issue to Buyer a certificate
acknowledging such completion and releasing Seller’s reversionary interest in the Property (the
“Certificate of Completion”). The Parties agree to record the Certificate of Completion immediately
upon issuance, and Buyer will pay the costs of recordation.
D.Remedies Upon Default. In the event Buyer fails to complete the Property
Improvements or to comply with Section 12.B., above, or satisfactorily to prove such performance,
in accordance with Section 12.A above, then, in addition to pursuing any other remedies available
at law or in equity, Seller shall have the right to:
(i) re-enter and take possession of the Property and to terminate and revest in
Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the
Property without offset or compensation for the value of any improvements made by Buyer;
or, alternatively,
(ii)recover from Buyer a cash payment in an amount equal to the current
appraised value of the Property, as determined by two (2) independent appraisers, and the cost
of such appraisers’ fees, due and payable from Buyer to Seller immediately upon Seller’s
written demand.
The Parties agree that Seller’s conveyance of the Property to Buyer at Closing will be made on the
condition subsequent set forth in the foregoing sentence and the terms of this Section 12 will be
referenced in the deed. Further, the Parties agree that Seller’s reversionary interest in the Property
will be subordinate to the first-priority mortgage encumbering the Property, if any, arising out of
Buyer’s contemporaneous financing of the redevelopment of the Property, provided that Buyer
notifies Seller in advance of the execution or recording of such first-priority mortgage.
13.SELLER'S POST-CLOSING OBLIGATIONS
On and after the Closing Date, the Seller commits to working with the Buyer to finalize plans, designs,
and specifications for Property Improvements to the satisfaction of the City departments,
consistent with City standards.
14.ACCEPTANCE OF PROPERTY AS-IS
Buyer agrees to purchase the Property “as-is, where-is” and without any representations or
warranties by Seller as to the condition of the Property or its fitness for any particular use or
purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in
this Agreement will be construed to constitute such a representation or warranty as to condition or
fitness.
15.TAXES
Buyer, and Buyer’s successors and assigns, shall be liable for any and all real property taxes
assessed and levied against the Property with respect to the year in which the Closing takes place
and for all subsequent years. Seller shall have no liability for any real property taxes associated
with the Property, and nothing in this Agreement shall be construed to require the proration or
other apportionment of real property taxes resulting in Seller’s liability therefor.
16. REMEDIES
Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed
immediately to cure or remedy such default within thirty (30) days after receipt of written notice
of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is
such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and
prosecute to completion an appropriate cure within a reasonable time. In the event of a default or
breach that remains uncured for longer than the period stated in the foregoing sentence, the non-
defaulting Party may terminate this Agreement, commence legal proceedings, including an action
for specific performance, or pursue any other remedy available at law or in equity. All the Parties’
respective rights and remedies concerning this Agreement and the Property are cumulative.
17. COMMISSIONS
The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is
represented by any broker in connection with the transaction contemplated in this Agreement.
Buyer and Seller agree to indemnify and hold harmless one another from any claim for
commissions in connection with the transaction contemplated in this Agreement.
18. INDEMNITY
The Parties agree to indemnify, save harmless, and defend each other from and against any and all
liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including
costs of defense and settlement), which either party may subsequently incur, become responsible
for, or pay out as a result of a breach by the other party.
19. INTERPRETATION; APPLICABLE LAW
As both Parties have participated fully and equally in the negotiation and preparation of this
Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this
Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted
and enforced according to the laws of the State of Indiana.
20. 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.
21. 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 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.
22.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.
23.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.
24.ENTIRE AGREEMENT
This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior
discussions, understandings, or agreements, whether written or oral, between Seller and Buyer
concerning the transaction contemplated in this Agreement.
25.ASSIGNMENT
Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned
by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes
to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide
any and all information reasonably demanded by Seller in connection with the proposed
assignment and/or the proposed assignee.
26.BINDING EFFECT; COUNTERPARTS; SIGNATURES
All the terms and conditions of this Agreement will be effective and binding upon the Parties and
their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and
Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the
same, when taken together, will be regarded as one original Agreement. Electronically transmitted
signatures will be regarded as original signatures.
27.AUTHORITY TO EXECUTE; EXISTENCE
The undersigned persons executing and delivering this Agreement on behalf of the respective
Parties represent and certify that they are the duly authorized representatives of each and have been
fully empowered to execute and deliver this Agreement and that all necessary corporate action has
been taken and done. Further, the undersigned representative of Buyer represents and warrants that
Buyer is duly organized, validly existing, and in good standing under the laws of the State of
Indiana.
28.TIME
Time is of the essence of this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase
Agreement to be effective as of the Contract Date stated above.
BUYER:
Connemara Holdings, Inc.
an Indiana corporation
By:
Printed:
Its:
Dated:
SELLER:
South Bend Redevelopment Commission
Marcia I. Jones, President
ATTEST:
Troy Warner, Secretary
EXHIBIT A
Description of Property
Tax ID No. 018-6034-1071
Parcel Key No. 71-09-17-104-005.000-026
Legal Description: Lot 120 & 121 W 79' Op River Pk Known As Station # 9
Commonly known as: 2520 Mishawaka Ave, South Bend, IN 46615
Tax ID No. 018-6034-1074
Parcel Key No. 71-09-17-104-017.000-026
Legal Description: 12 Ft N & S X 79 Ft E & W Sw Cor Lot 121 Op River Park
Commonly known as: 2520 Mishawaka Ave, South Bend, IN 46615
EXHIBIT B
Form of Special Warranty Deed
AUDITOR’S RECORD
TRANSFER NO.
TAXING UNIT
DATE
KEY NO. 018-6034-1071
018-6034-1074
SPECIAL WARRANTY DEED
THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and
through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building,
227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantor”)
CONVEYS AND SPECIALLY WARRANTS to Connemara Holdings, Inc., Inc. an Indiana corporation
with its registered office at 424 S Michigan Street, Unit 913, South Bend, IN 46624 (the “Grantee”), for
and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County,
Indiana (the “Property”):
Tax ID No. 018-6034-1071
Parcel Key No. 71-09-17-104-005.000-026
Legal Description: Lot 120 & 121 W 79' Op River Pk Known As Station # 9
Commonly known as: 2520 Mishawaka Ave, South Bend, IN 46615
Tax ID No. 018-6034-1074
Parcel Key No. 71-09-17-104-017.000-026
Legal Description: 12 Ft N & S X 79 Ft E & W Sw Cor Lot 121 Op River Park
Commonly known as: 2520 Mishawaka Ave, South Bend, IN 46615
Page 1 of 3
The Grantor warrants title to the Property only insofar as it might be affected by any act of the
Grantor during its ownership thereof and not otherwise.
The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses;
subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions,
and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an
accurate survey and inspection of the Property; subject to all applicable building codes and zoning
ordinances; and subject to all provisions and objectives contained in the Commission’s 2019 River East
Development Area Plan, as thereafter amended from time to time, and any design review guidelines
associated therewith.
The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its
successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age,
or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any
improvements constructed on the Property.
Pursuant to Section 12 of the Purchase Agreement, the Grantor conveys the Property to the Grantee
by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Property
Improvements, or satisfactorily to prove such performance, in accordance with Section 12 of the Purchase
Agreement, then the Grantor shall have the right to re-enter and take possession of the Property and to
terminate and revest in the Grantor the estate conveyed to the Grantee by this deed and all of the Grantee’s
rights and interests in the Property without offset or compensation for the value of any improvements to the
Property made by the Grantee. The recordation of a Certificate of Completion in accordance with Section
12 of the Purchase Agreement will forever release and discharge the Grantor’s reversionary interest stated
in this paragraph.
Each of the undersigned persons executing this deed on behalf of the Grantor represents and
certifies that s/he is a duly authorized representative of the Grantor and has been fully empowered, by proper
action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full
corporate capacity to convey the real estate described herein, and that all necessary action for the making
of such conveyance has been taken and done.
[SIGNATURE PAGE FOLLOWS]
Page 2 of 3
GRANTOR:
SOUTH BEND
REDEVELOPMENT COMMISSION
Marcia I. Jones, President
ATTEST:
Troy Warner, Secretary
STATE OF INDIANA )
) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared
Marcia I. Jones and Troy Warner, known to me to be the President and Secretary, respectively, of the South
Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty
Deed being authorized so to do.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on
the day of , 2022.
My Commission Expires:
Notary Public
Residing in St. Joseph County, Indiana
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. Danielle Campbell Weiss.
This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W.
Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. .
Page 3 of 3
9 June
Mary C. Brazinsky
12-2-24