HomeMy WebLinkAbout5B2 Assignment and Assumption (Fire Station No. 9)
Redevelopment Commission Agenda Item
DATE: 10/24/22
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: Assignment and Assumption of the 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 which was granted. The buyer
has requested to transfer the obligations and rights of the original agreement to Firehouse #9
LLC. There are no other changes to the purchase agreement. Staff recommends approval.
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
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated
effective October 27, 2022 (“Effective Date”), is made by and among Connermara Holdings LLC,
an Indiana corporation with its registered office at 424 S. Michigan Street, Unit 913, South Bend,
IN 46624 (“Assignor”) and Fire Station No 9 LLC, a foreign limited liability company authorized
to transact business in the State of Indiana, with its registered office at 424 S. Michigan Street,
Unit 913, South Bend, IN 46624 (“Assignee”), and the South Bend Redevelopment Commission,
governing body of the Department of Redevelopment of the City of South Bend, Indiana
(“Commission”).
RECITALS
WHEREAS, Assignor and Commission entered into a Real Estate Purchase Agreement
dated June 9, 2022 (the “Agreement”), for the purchase and sale of the Property (as
defined in the Agreement) located in the City of South Bend; and
WHEREAS, Assignor and Commission subsequently agreed to amend the Agreement to
allow an extension of the Due Diligence period and entered into a First Amendment to
Real Estate Purchase Agreement (“First Amendment”) dated August 19, 2022; and
WHEREAS, Assignor desires to transfer its rights and obligations under the Agreement
and First Amendment to Assignee and the Assignee desires to assume the rights and
obligations thereunder; and
WHEREAS, in accordance with Section 25 of the Agreement, the Agreement may not be
assigned without the prior written consent of the Commission.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants
and agreements contained herein and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, Assignee and Assignor
hereby agree as follows:
1. Recitals; Capitalized Terms. The recitals to this Assignment are fully incorporated
by reference as if set forth herein. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Agreement and First Amendment.
2. Assignment and Assumption.
(a) Effective as of the Effective Date, Assignor hereby conveys and delegates
to Assignee all of Assignor’s right, title, interest, liabilities, and obligations
in, to, and under the Agreement and First Amendment.
(b) Effective as of the Effective Date, Assignee hereby accepts such
assignment and assumes from Assignor all right, title, interest, liabilities and
obligations under the Agreement and First Amendment arising on the
Effective Date and thereafter, and agrees to pay, perform, and discharge,
when due, all of such liabilities and obligations thereunder.
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3. Representations and Warranties. Each party hereto hereby represents and warrants
to the other that it has been duly authorized to execute and deliver this Assignment and that
this Assignment constitutes the legal, valid and binding obligation of such party and is
enforceable against such party in accordance with its terms.
4. Consent. Assignee and Assignor acknowledge that the Commission’s consent is
required in order to effectuate this Assignment, pursuant to Section 25 of the Agreement,
and the Commission hereby consents to the assignment of the Agreement by Assignor to
Assignee as of the Effective Date.
5. Governing Law. The internal laws of the State of Indiana applicable to contracts
made and wholly performed therein shall govern the validity, construction, performance and
effect of this Assignment.
6. Successors and Assigns. This Assignment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors in interest and assigns.
7. Headings. The subject headings or captions of the paragraphs in this Assignment
are inserted for convenience of reference only and shall not affect the meaning, construction
or interpretation of any provisions contained herein. All terms herein are equally applicable
to both the singular and plural forms of such terms.
8. Counterparts. This Assignment may be signed by facsimile or other electronic
transmission and/or in one or multiple counterparts, with each counterpart having the same
force and effect as if this single instrument were executed by each of the parties hereto and
delivered to the other party.
9. No Third-Party Beneficiaries. There are no third-party beneficiaries to this
Assignment.
10. Severability. If any provision of this Assignment shall be held invalid, illegal, or
unenforceable, the validity, legality or enforceability of the other provisions of this
Assignment shall not be affected thereby, and there shall be deemed substituted for the
provision at issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.
11. Further Assurances. The parties hereto agree to execute such further documents
and agreements as may be necessary or appropriate to effectuate the purpose of this
Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption
Agreement to be executed as of the date first above written.
[Signature page follows.]
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ASSIGNOR:
Connermara Holdings, LLC
By:___________________________________
ASSIGNEE:
Fire Station No 9, LLC
By:___________________________________
AGREED, ACKNOWLEDGED AND CONSENTED TO:
By its signature below, the Department of Redevelopment of the City of South Bend, Indiana
(“Commission”) hereby contents to the assignments, assumptions, and terms contained in this
Assignment and Assumption Agreement as of the date first above written.
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