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HomeMy WebLinkAbout1988-06-17 Resolution 5~ ~ .~~ h ~ • •! RESOLUTION N0. 5 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY APPROVING MODIFICATIONS TO AND EXECUTION OF A LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT AUTHORITY AND THE SOUTH BEND REDEVELOPMENT COMMISSION FOR THE ST. JOSEPH/WAYNE PARKING FACILITY, AND REGARDING. OTHER RELATED MATTERS WHEREAS, the South Bend Redevelopment Authority (thy "Authority") at a meeting on April 14, 1988, adopted Resolution No. 2 which, among other things, approved a proposed Lease between the Authority and the South Bend Redevelopment Commission (the "Commission") for the St. Joseph/Wayne Parking Facility (the "Parking Facility") to be dated as of June 1, 1988 (the "Lease"), and directed the Secretary of the Authority to file a copy of said Lease, as .approved, with the Commission; and WHEREAS, the Commission at a meeting on April 29, 1988, subsequent to a public hearing on the Lease at which all interested parties were provided the opportunity to be heard,' adopted Resolution No. 841 finding that the rental payments to be paid by the Commission pursuant to the Lease .are fair and reasonable and that the use of the Parking Facility throughout the term of the Lease will serve the public purpose of the City of South Bend and is in the best interests of its residents; and WHEREAS, the Commission in said Resolution No. 841 further approved the execution of the Lease and directed the Secretary of the Commission to file with the Common Council of the City of South Bend (the "Common Council") an approving ordinance; and -1- 3 •~ i• • T WHEREAS, the Common Council at a meeting on May 23, 1988 and after a public hearing, adopted Ordinance No. 7875-88 approving the Lease; and WHEREAS, the State Board of Tax Commissioners issued its Order approving the Lease pursuant to IC 6-1.1-18.5-8 on June 14, 1988; and WHEREAS,. the Autharity desires to approve modifications to the Lease which do not increase the term of the Lease or the rental amount of the Lease, and further desires to execute the Lease, as modified, a copy of which is attached hereto as "Exhibit A;" and WHEREAS, the Authority desires to approve a contract for the sale and purchase. of land (the "Purchase Agreement") upon which the Parking Facility will be built, to permit the sale of said land to the Authority by the Commission, a copy of which Purchase Agreement. is attached as "Exhibit B;" and NOW,. THEREFORE, BE IT RESOLVED. BY THE SOUTH BEND REDEVELOPMENT AUTHORITY A5 FOLLOWS: 1. The Authority hereby approves the modifications to the Lease and: approves. said Lease, as modified. 2. The President and Secretary of the Authority are hereby authorized and directed to execute and attest, respectively, the Lease, as modified, in the form attached hereto as "Exhibit A." 3. The Secretary of the Authority is hereby directed to file a copy of the Lease, as modified and executed, with the Commission. -2- '~ ~ 4. The Authority hereby approves the Purchase Agreement. 5. The President and Secretary of the Authority are hereby authorized and directed to execute and attest, respectively, the Purchase Agreement, in the form attached hereto as "Exhibit B." 6. The Secretary of the Authority is hereby directed to file a copy of the Purchase Agreement with the Commission. 7. This resolution shall be in full force and effect after its adoption by the Authority. ADOPTED at a meeting held on June 17, 1988, County-City Building, 227 of the South Bend Redevelopment Authority at the office of the Authority, 1200 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORIT/Y ~'i ~ /' Thomas, V g , Jr., President ATTEST: Chris Davey, ecretary • _3_ LEASE Between .SOUTH BEND REDEVELOPMENT AUTHORITY and SOUTH ..BEND REDEVELOPMENT COMMISSION Dated as of June 1, 1988 (Parking Garage Facility) • EXHIBIT "A" It I N D E X Pane ~ ~ i• Section 1. Definitions 1 Section 2. Lease of Facility 2 Section 3. Rental Payments 3 Section 4. Rental Payment Dates 3 Section 5. Abatement of Rent. 4 Section 6. Net Lease 4 Section 7. Nonliability of Authority 4 Section 8. Alterations 5 Section 9. Insurance 5 Section 10. Use of Insurance and Condemnation Proceeds 6 Section 11. Liability Insurance 6 Section 12. .General Insurance Provisions 6 Section 13. General Covenants 6 Section 14. Option to Purchase 7 Section 15. Utility Service 8 Section 16. Defaults 8 Section 17. Notices 8 Section 18. Construction of Covenants 8 Section 19. Successors or Assigns 8 Exhibit A Real Estate Description Exhibit B Permitted Encumbrances ^ • L E A S E This Lease entered :into as of the first day. of June, 1988 between 50UTH BEND REDEVELOPMENT AUTHORITY, a body corporate and politic organized .and existing under Indiana Code 36-7-14.5. (the "Authority") and SOUTH BEND REDEVELOPMENT COMMISSION (the "'Lessee"). WITNES5ETH: Section 1. Definitions. The .terms defined in this Section 1 shall for all purposes of this Lease have the meanings herein specified unless the context otherwise requires. "Act" means Indiana Code 36-7-14.5, as the same from time to .time may be amended or supplemented. "Authority".means the South Bend Redevelopment Authority, a body corporate and politic organized and existing under the Act. "Bonds" means South Bend Redevelopment Authority Lease Rental Revenue Bonds (Parking Facility Project). "Facility" means the real estate in South Bend, Indiana, . described in Exhibit A hereto, and a parking garage facility (the "Garage") to be erected thereon. by the Authority or. its agent according to plans and specifications prepared for the Authority by CWA Walker, Inc., project architects of Indianapolis, Indiana.. The above-mentioned plans and specifications may be changed, additional construction work may be performed and equipment may.. be purchased by the Authority, but only with the. approval of the Lessee,. and only if such changes or modifications, additional construction work or equipment do not alter the character of the Building or reduce the value thereof. Any such additional construction work or additional equipment shall be~part of the property covered by this Lease. The above-mentioned plans have. been filed with and approved by the Lessee. "Lease" means this Lease as the same may be amended, modified. or supplemented by any amendments or modifications hereof and supplements hereto entered into in accordance with the provisions hereof. "Lessee" means .the South Bend Redevelopment Commission or if said Commission shall be abolished the commission, board, body or agency succeeding to the principal functions thereof. "Lease Resolution" means the. resolution of the Authority passed on June 17, 1988, establishing funds for the payment of lease rentals. • • L~ "Parking Garage Principal and Interest Account" means the account by that name created in the Redevelopment District Bond Fund by the Lease Resolution.. "Permitted Encumbrances"`means those items listed in Exhibit B hereto and any future (a) liens for taxes not then delinquent, (b) this Lease and the Trust Agreement, leases, subleases and other agreements permitted pursuant to Section 13 hereof, (c) utility., .access and other easements and rights-of- way, restrictions and exceptions that Lessee certifies will not interfere with or impair the Facility, (d) any mechanics', laborers', materialmen's, suppliers' or vendors' lien or right in respect thereof if payment is not yet due and payable and (e) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to property similar in character to the Facility and as do not, in the opinion of counsel satisfactory to Trustee, materially impair the Authority's title or Lessee's use of the Facility. "Redevelopment District Bond Fund .Code 36-7-14-27 and District Bond Fund" means the Redevelopment of Lessee authorized by Indiana the Lease Resolution. "Trust Agreement" means the Trust Agreement dated as of June 1, 1988 between the Authority and the Trustee, securing the Bonds. "Trustee" means First Interstate Bank of Northern Indiana, N.A., South Bend, Indiana, as Trustee pursuant to the Trust Agreement, and any successor trustee:. .Any term not defined herein, which is defined in the Lease Resolution or in the Trust Agreement, shall have the meaning as defined in such resolution or agreement. Section 2. Lease of Facility. In consideration of the rentals and other terms and conditions herein specified the Authority does hereby lease, demise and let to the Lessee the Facility: TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee for a term of twenty and one-half (24-1/2) years, beginning on the date the Garage is completed and ready for occupancy, and ending on the day prior to such date twenty and one-half (20-1/2) years thereafter. However, the term of this Lease shall terminate at the earlier of (a) the exercise of the option to purchase by Lessee and payment of the option price, or (b) the payment or defeasance of all obligations of Lessor incurred (i) to finance the cost of the leased property, (ii) to refund such obligations, (iii) to refund such refunding obligations, or (iv) to improve the leased property. The date the Garage is completed and ready for occupancy shall be endorsed on this. Lease at the end hereof by the .parties-hereto as soon as the same can be done after such completion and such endorsement -2- V t I • • shall be recorded as an addendum to this Lease. The Authority hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple subject only to Permitted Encumbrances,. to the above-described real estate, and the Authority warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee. Section 3. Rental Payments. (a) During the term of this Lease, the Lessee agrees to pay rental for said premises at the rate of Five Hundred Twenty Thousand Dollars ($520,000) per year. Such Rental shall be paid from the Parking Garage Principal and Interest Account of the Redevelopment District Bond Fund. All rentals payable under the .terms of this Lease shall be paid to Trustee or to such other bank or trust company as may from time to time succeed the Trustee under the Trust. Agreement. All payments so made shall be considered as payments to the Authority of the rentals payable hereunder. Lessee shall receive a credit on such rental payment in an amount equal to the amount then in the South Bend Redevelopment Authority Parking Garage Facility Sinking Fund created by Section 3.02 of the Trust Agreement. .The Lessee shall also receive credit for any Bond maturing within forty-five (45) .days of the date of the .lease rental payment, at the face value thereof, which. the Lessee acquires and delivers to the Trustee as a part of its lease rental payment; (b) As additional rental the Lessee agrees to pay all fees, charges and reimbursement of expenses of~the Trustee under the Trust Agreement and all prudent charges and expenses of the Authority incurred in the performance of its obligations hereunder. Section 4.' Rental Payment Dates. The first semiannual rental installment in the amount of Two Hundred Sixty Thousand Dollars ($260,000) shall be due on the day that the Garage to be erected and/or improved on the premises is completed and ready for occupancy, or December 28, 1989,.whichever is later. If completion is later than December 28, 1989, the first installment shall be in an amount which provides for rental at the yearly rate specified in Section 3 from. the date of comp~.etion until .the first June 28 or December 28 following such date of completion. Thereafter such rentals shall be payable in advance in semiannual installments of .Two Hundred Sixty Thousand Dollars ($260,000) on June 28 and December 28 of each year. The last semiannual rental payment due before the. expiration of this Lease shall be adjusted to provide for rental at the yearly rate specified above from the date such installment is due to the date of the expiration of this Lease. • After the sale of the Bonds issue the cost of the Garage, including the thereof and other expenses incidental shall be reduced to an amount equal to Thousand Dollars ($1,000) next-highest principal and interest due in any yea d by the Authority to pay acquisition of the site thereto, the annual rental the multiple of One to the highest sum of r ending on a bond maturity _3'_ • date (bond year) on such Bonds plus $2,000, payable in equal semiannual installments. Such amount of reduced annual rental shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after the sale of said Bonds, and such endorsement shall be recorded as an addendum to this Lease. " The-Lessee will not take any action or fail to take any action that would result ,in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended :(the "Code"), as in effect on the date of delivery of the .Bonds, nor will the Lessee act in any manner which would adversely affect such exclusion. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any Bond is outstanding. hereunder which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder. as in effect on the date of delivery of the Bonds. All officers, members, employees and agents of the Lessee are authorized and directed to provide certifications of facts and estimates that are material to .the reasonable expectations of the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessee evidencing the Lessee's commitments made herein. Section 5. Abatement of Rent. In the event the Garage to be erected. on the premises shall be damaged or destroyed so as to render the same unfit for use as a parking garage facility, it shall then be the obligation of the Authority~to restore and rebuild the Facility as promptly as may be done, unavoidable strikes and other causes beyond the control of the Authority excepted, if, in the opinion of an independent registered architect, registered engineer, construction manager or contractor selected by the Lessee and acceptable to the Trustee, (i) the cost of such restoration or rebuilding does not exceed the amount of the proceeds received by the Authority from the insurance provided for in Section 9 hereof plus other moneys available therefor and (ii) such restoration or rebuilding can be completed within the pex'iod of time covered by the rental value insurance provided for in Section 9 hereof. If either or both conditions shall not exist, the proceeds received from the insurance provided for in Section 9 hereof shall be applied to the option to purchase price provided for in Section 14 hereof. The rental shall be abated for the period during which the Facility is unfit for use as a parking garage facility. Section 6. Net Lease. It is expressly understood and agreed that this Lease shall be what is known as a net lease (i.e., the rent being absolutely net to the Authority and that all other . expenses.. in connection with the Facility of any nature whatsoever shall be those of .the Lessee).: and that during the lease term the - Lessee shall be obligated to pay as its. expenses without reimbursement from the Authority all costs of taxes and -4- assessments, if any, and maintenance-and use in connection with or relating to the Facility, including but not limited to, all costs and expenses of decoration, maintenance, utility, janitorial and all other services, repair or replacement of all parts of the Facility or improvements of the Facility. Section 7. Nonliability of Authority. The Authority shall not be liable for damage caused by hidden-defects or failure to keep the premises in repair and shall not be liable for any damage done or occasioned by or from plumbing, gas, water, boilers, steam or other pipes or sewage or the bursting or leaking of plumbing or heating fixtures or waste or soil pipe in connection with said premises, nor for damage occasioned by water, snow or ice being upon sidewalks or coming through the roof, skylight, trapdoor or otherwise. The Authority shall not be liable for any injury to the Lessee or any sublessee of -the Lessee or any other person which injury occurs on, in or about the Facility howsoever arising. The Authority shall. not be liable for damage to the Lessee's property or to the property of any sublessee of the Lessee or of any other person which may be located in, upon or about said premises. Section 8. Alterations. Lessee shall have the right, without the consent of the Authority, to make all alterations, modifications and additions and to do all remodelings and improvements it deems necessary or desirable to the Facility, which do not reduce the rental value of the Facility. Section 9. Insurance. The Lessee, at its own expense, will, during the full term of the Lease, keep the Facility .insured against physical .loss or damage, however caused, with such- exceptions as are ordinarily required by insurers of buildings or facilities of a similar type; in good and responsible insurance companies acceptable to the Authority. Such insurance shall be in an amount at least equal to the greater of '(i) the. option to purchase price or (ii) one hundred percent (100$) of the full replacement cost of such Facility as certified by a registered architect, a registered engineer, or professional appraisal engineer, selected by the Authority, on the effective date of this Lease and on or before the first day of April of each year thereafter; provided that such certification shall not be required so long as the amount of such insurance shall be in an amount at least equal to the option to purchase price.. Such appraisal may be based upon a recognized index of conversion factors. In no event shall the insurance be in an amount which causes the Lessee to be a co-insurer for the Facility. Such insurance may contain a provision for a deductible in an amount not exceeding $100,000. The Lessee agrees to pay the deductible amount of any loss to the Authority. A blanket public institutional property insurance form may be used if: (a) the insurance on the Facility is not less than the amount required by this Section, -5- (b) the Lessee subordinates. its claim for damage or destruction to other buildings to claims for damage or destruction of the Facility, and (c) the insurance proceeds related to damage to or destruction of the Facility are payable to the Trustee. During the full term of~this Lease, the Lessee will also, at its own expense, maintain rental or rental value insurance~in an amount at least equal to the full rental specified in Section 3 for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this Section. -Such policies shall be for the benefit of and shall be made payable to the Trustee. Section 10. Use of Insurance and Condemnation Proceeds. Proceeds of insurance against damage to or destruction of the Facility or proceeds of any condemnation of the Facility shall be paid to and held by the Trustee and used to pay for reconstruction or replacement of the Facility in accordance with plans approved by the Authority and the Lessee, unless the Lessee elects to exercise its option to purchase and such proceeds shall be sufficient to pay the option price. Section 11. Liability Insurance.. The Lessee shall, at all • times during the full term of this ,Lease, keep in effect, public liability and .property damage insurance, insuring the Lessee and the Authority in amounts customarily carried by similar facilities. Section 12. General Insurance Provisions. All insurance policies required by Sections 9 and 11 shall be with good and responsible insurance companies acceptable to the Authority and the Trustee, and shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies, or copies thereof, together with a certificate of the insurance commissioner certifying that the persons countersigning such policies are duly qualified in the State of Indiana as resident agents of the: insurers on whose behalf they may have signed, and the certificate of the architect or engineer referred to in Section 9 shall be deposited with the Authority and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with Sections 9 and 11, such insurance may be obtained by the Authority, or may be obtained by the Trustee, and the amount paid for such insurance shall be added to the amount of rental payable by thee-Lessee under this Lease; provided, however, that neither the Authority nor the Trustee shall be under any obligation to obtain such insurance, and any action or non-action of the Authority or the Trustee in this regard shall not relieve the Lessee of any. consequences of a default in failing to obtain. such insurance. -6- 4 • Section 13. General Covenants.. It is understood and agreed Ghat the Lessee, without the consent of the Authority, shall be permitted in its sole-and. absolute discretion to enter into. separate subleases and other agreements (on any terms and conditions including but not limited to length of term the .Lessee, in its sole discretion, deems appropriate) with respect to use of the Facility; provided, however, that the Lessee shall in no event assign or sublet the Facility if such assignment or sublease will result in the loss of the exclusion from. gross income for federal tax purposes of interest on any obligation issued by the Authority to finance the Facility. .The Authority . hereby acknowledges the rights of parties as lessees and licensees of the Facility under the terms of agreements both prior to, as well as prospective from, execution of this Lease. .The Authority hereby agrees that any sublessee will have quiet enjoyment of the premises subleased in the event of a default by Lessee hereunder, so long as those parties with whom the Lessee has contracted are not in default under the terms of their .respective agreements.'-The Lessee covenants that, except for Permitted Encumbrances, it will not encumber the Facility, or permit any encumbrance to exist thereon, and that it shall use and maintain the Facility in accordance with the laws and ordinances of the United States of America, the State of Indiana, - and all other proper governmental authorities. .The Authority. agrees that it will, at the request of the Lessee, execute and ;~ deriver to or upon the order of the Lessee such instrument or instruments as may be reasonably required by the Lessee in order to subject the Facility, or the Authority's interest therein, to such encumbrances as shall be specified in such request and as shall be permitted by the provisions of this Section 13 or otherwise by the definition of "Permitted Encumbrances." Section:l4. Option to Purchase. The Authority hereby grants :Lessee the right and option, on any rental payment date, upon thirty days' written notice to the Authority, to purchase the Facility at a price equal~to the amount required to enable the Authority to provide for the redemption of all outstanding Bonds, all premiums payable on the redemption thereof, and accrued and unpaid interest, and to pay the cost of redeeming the Bonds and liquidating the Authority if.it is to be liquidated. Upon request of the Lessee, the Authority agrees to furnish an itemized statement setting forth the amounts required to be paid by the Lessee on ,the next rental payment date in order to purchase the Facility.. 'in accordance with the preceding paragraph. If Lessee exercises its option to purchase, the Lessee shall pay to the Trustee that portion of the purchase price which is required to provide for the payment of all the Bonds, including all premiums payable on the redemption thereof, accrued and unpaid interest thereon and the costs of redemption thereof. t Such payment shall not be made until the Trustee gives to the Lessee a written statement that such amount will be sufficient to -'7 • retire all Bonds including all premiums payable on the redemption thereof and accrued. and unpaid interest. The remainder of such purchase price, if any, shall be paid by the Lessee to the Authority. Nothing herein contained shall be construed to provide that the Lessee shall be under any obligation to purchase the Facility, or under any. obligation in respect to any creditors or bondholders of the Authority.. If the Lessee has not exercised its option to purchase the Facility at the expiration of the term of the Lease .and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Authority shall execute a deed of the Facility to the Lessee conveying good and merchantable title thereto, subject only to Permitted Encumbrances. Section 15. Utility Service. The Lessee agrees to pay or cause to be paid all charges for sewer, gas, water, electricity, light, heat or power, telephone or other utility service used, rendered or supplied upon or in connection with the Facility throughout the term of this Lease, and to indemnify the Authority and save it harmless against any liability or damages on such account. The Lessee shall also at its sole cost and expense procure any and all necessary permits, licenses, or other authorizations required for the .lawful and proper installation and maintenance upon the Facility of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying any such service to and in the Facility. Section 16. Defaults. If the .Lessee shall (a) default in the payment of any rentals or other sums payable to. the Authority hereunder, or in the payment of any other sum herein required to be paid for the Authority, (b) fail to comply with the terms set forth in the Lease Resolution, or (c) default in the observance of any other covenant, agreement or condition hereof, and such default under (c) shall continue for ninety (90) days after written notice to correct the same, then, in any of such events, the Authority may proceed to protect and. enforce its rights, either at law or in equity, by .suit, action, mandamus or other proceedings, whether for specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy. Section 17. Notices. Whenever either. party shall be required to give notice to the other under this. Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, registered and addressed to the other. party at its last known place of business. A copy of any notice shall be mailed by first-class mail to the Trustee at its last known place of business. • -8- ... • Section 18. Construction of Covenants. All provisions contained herein shall be construed in accordance with the provisions of the Act and to-the. extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of the Act, the provisions of said Act shall be deemed to be controlling and binding upon the parties. Section 19. Successors or Assigns. All covenants of this Lease, whether by the Authority or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf as of the day and year first hereinabove written. ATTEST: ris Dave • Secretary-Treasurer ATTEST: O ` Roman Piasecki, Secretary SOUTH BEND REDEVELOPMENT AUTHORITY By ~~ ~~. ~ P2~,~. Thomas J. V rga, r., President SOUTH BEND REDEVELOPMENT COMMISSION ay Nimt Pres dent STATE OF INDIANA ) . ) SS: COUNTY OF ST. JOSEPH ) . Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Thomas J. Varga, Jr., and Chris Davey, personally known by me to be the President and Secretary-Treasurer, respectively, of South Bend Revelopment Authority, and acknowledged the execution of the foregoing Lease for .and on behalf of said Authority. • -9- WITNESS my hand and Notarial Seal this ~~day of June 1988.. (cFAI,) My commission expirest January 7, 1991 I am a resident of St. Joseph County, Indiana. STATE OF INDIANA ) SS: COUNTY OF ST. JOSEPH ) ( itten Sign tune) Cheryl K. Phipps {Printed Signature) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared F. Jay Nimtz and Roman Piasecki, personally known by me to be the President and Secretary, respectively, of South Bend Revelopment Commission, and acknowledged the execution of the foregoing Lease .for and on behalf of said Commission. WITNESS my hand and Notarial Seal this 17th day of June , 1988. (W tten igna ure) = Cheryl K. Phipps (Printed Signature) (SEAL) Mycommission expires:` January 7, 1991 I am a resident of St. Joseph County, Indiana.' This instrument was prepared by Thomas A. Pitman, 810 Fletcher Trust Building, Indianapolis, Indiana 46204. -10- r w , AGREEMENT FOR SALE AND PURCHASE OF REAL PROPERTY- THI5 AGREEMENT is 'made and entered into on June 17, 1988, by and between the South Bend Redevelopment .Commission (the "Seller") and the South Bend Redevelopment Authority (the "Purchaser"). WHEREAS,.. the Seller has executed a Lease with the Purchaser .providing for the acquisition by Lease/Purchase by the Seller from the Purchaser of a Parking Facility to be known as the St. Joseph/Wayne Parking Facility (the "Parking Facility"); and WHEREAS, IC 36-7-14.5-18 provides that the Commission-may sell to the Authority land upon which a local public improvement is to be constructed, for such amount as it determines to be in;the best interest of :the Commission, which amount may be paid from the . proceeds of bonds of the Authority; and WHEREAS, the State Board of Tax Commissioners has issued its Order of Approval of the Lease pursuant to IC 6-1.1-18.5-8 and 36-1-10-13 and. 14; and WHEREAS, .the Seller desires to sell this real property to the Purchaser and the Purchaser desires to purchase this real property for the purposes of the Lease; NOW THEREFORE, in consideration of the mutual promises and obligations in this Agreement, the parties agree as follows: 1. Sale, Purchase Price. Subject to a1T of the terms of this Agreement, the Seller agrees to sell and the Purchaser agrees to purchase .the following described real property located in the City of South Bend, St. Joseph County, State of Indiana (the,."Property"): A part of the Northwest Quarter of Section 12, Township 37 North, Range 2 East of the Second Principal Meridian, Portage Township, City of South Bend, Indiana, being a part of Lots Fifty (50), and Fifty-one (51) and Fifty-two (52) of the Original Plat of South Bend, Indiana more particularly described as follows: Beginning at the intersection of the Westerly right-of-way line of St. Joseph Street (85 foot right-of-way) with the. North right-of-way line of Wayne Street (82.5 foot right-of- way), thence South 89°38'12" West (bearing assumed) along the North right-of-way line of Wayne Street 148.84 feet; thence North 00°27'00" West, 186.00 feet; thence North 89°39'34" East, 165.61 feet; thence Southwesterly 186.99 feet along a segment of a curve to the right having -1- EXHIBIT "B" ~ a radius of 912.43 ~eet, subtended by a chord having a bearing of South 04 42'19" West .and a length of 186.66 feet to the point of beginning. for One Dollar ($1.00). (the "Purchase Price") and other good and valuable consideration, the receipt of which is hereby acknowledged by the Seller. 2. Conveyance of Property. A. Form of Deed. The Seller shall convey to the Purchaser title to the Property by warranty deed {the "Deed"). In addition to the other conditions,. covenants and restrictions in this Agreement, such conveyance and title shall be subject to: (1) Easements necessary for the Seller to dedicate and grant or to reserve unto itself for future easements for any public or private utilities and facilities; (2) Building codes and zoning ordinances of the City of South Bend; and (3) Any and all other covenants, restrictions, easements and reservations of record. B. Time and Place for Closing on Sale of the Property. ~~ • The Seller shall deliver the Deed and possession of the Property to the Purchaser on .July 18, 1988, or earlier, if the parties mutually agree in writing. Conveyance shall be made at the principal office of the Seller. The Purchaser shall accept the conveyance and pay the Purchase Price to the Seller at .that time. C. Recordation of Deed. The Seller shall promptly record the Deed in the St. Joseph County Recorder's .Office. The Seller shall pay all costs for recording the Deed. D. Title Insurance. The Seller shall furnish the Purchaser a title insurance policy insuring marketable title in Purchaser in the amount of the Purchase Price,. subject only to covenants, easements and restrictions of record and unpaid taxes not yet payable, with all title exceptions and endorsements to such policy being subject to .approval by Purchaser's counsel and delivery of a -general warranty -deed conveying marketable title to Purchaser and an opinion of Seller's counsel that all statutory requirements relating to the sale have been met. The title insurance commitment will agree to insure not only the Property but also all easements providing access to public highways and will include an endorsement as to access and will have all standard exceptions deleted other than the mechanics lien exception. • -2- J i.' M,ry .. _._. _. _.._ _ ... ..... .~.... ...., .. ,.~ E. Survey. Seller shall provide purchaser with a survey of the Property prepared in accordance with the minimum standard detail requirements and accompanied by a Minimum Standard Detail Certificate, including in such survey the easements which provide access to public highways and all other easements, which survey must be prepared by a registered Indiana land surveyor and delivered prior to closing. ~~ 3. Agreements of 'Purchaser. The Purchaser agrees that the Purchaser and its successors and assigns shall devote the Property only to construction of the Parking Facility as described in the Lease. 4. Remedies. Upon any default in or breach of the Agreement by either party or any successor to such party, such party (or successor), upon written notice from the other, shall proceed immediately to cure or remedy such default or breach within ten (10) days after receiving the notice. 5. Notices and Demands. A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered. or certified mail, postage prepaid, return receipt requested, or delivered personally, and • (i) in the case of the Purchaser, is addressed to or delivered personally to the Purchaser at: South Bend Redevelopment Authority 1200 County-City Building 227 West Jefferson Blvd. South Bend, Indiana 46601 lii) in the case of the Seller, is addressed to or delivered personally to the Seller at: South Bend Redevelopment Commission 1200 County-City Building 227 West Jefferson Blvd. South Bend, Indiana 46601 or at such-other address with respect to either such party as that party may from time to time designate in writing and forward to the other as provided in this Section. =I ~,. ~~.., Y .~ IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the' date first written above. SELLER: PURCHASER: SOUTH. BEND REDEVELOPMENT COMMISSION .SOUTH BEND REDEVELOPMENT AUTHORITY By: Thom s J-1~aYiga, Jr. , President ATTEST: ATTEST.: ~ 1 Roman Piasecki, Secretary Chris Dave , Secretary • -4-