Loading...
HomeMy WebLinkAbout6D145pU71(8R M, 1 Department of Community Memorandum Investment Wednesday, February 13, 2013 TO: RedevelopmenUAed sion and d of Public Works FROM: Bill Schalliol SUBJECT: Amendment to Counter -Offer - Caroline Partners /Gates & Gates Realty Attached to this memorandum is the Amendment to Accepted counter -Offer related to property acquisition and transfer between the South Bend Redevelopment Commission ( "Commission ") and Gates & Gates Realty, LLC (formerly Caroline Partners) ( "Gates "). The original agreement between the Commission and Gates dates back to June 13, 2007, and created a framework between the partners in which both parties were going to acquire, clear and transfer land between the partners to allow for right -of -way necessary for the Main - Lafayette Connector project to be transferred to the Commission from Gates in exchange for consolidated properties and excess land to be transferred to Gates from the Commission. The agreement between the partners was based upon a site plan that was part of the planning documents for the corridor that were developed in 2004. The original city design was to construct a crossover intersection merging Main into Lafayette, constructing a new drive from Michigan at Walter Streetto the Theater complex, and working with private property owners to assemble development sites. In 2006, the City began a partnership with Gates Automotive to work on site assembly for a new GM and Toyota dealership on the City's south side. The project originally included total acquisition of all properties in the SE quadrant of the new crossover roadway, but the site footprint was called back when the Toyota site landed at Erskine Commons. Gates had continued their massive assembly of property in the block area between Main and Lafayette and the Commission determined that a joint approach would help consolidate the site. In 2007, the original deal was approved between the Commission and Gates and the parties identified in the agreement certain properties that would transfer to Gates and certain properties that would transfer to the Commission. Many of the transfer were done at the time but the agreement contemplated a final transfer at the time that the final right -of -way alignment for the Main - Lafayette project was established. In 2010, Lawson- Fisher & Associates was hired to design the Main - Lafayette Connector. After many iterations a final design path was established in 2012. Once the property and right -of -way line were established, the property acquisition team, which included DLZ, began the process of working with the Gates team to finalize and amend the 2007 agreement. The attached document describes all of the conveyance pieces associated with this transaction and sets a final value for the right of way needing to be acquired. The drawing included in the packet (page 6) shows the conveyance path and overlays the final road right -of -way on the map. There is also a full work out of the square foot transfer plan on page 5. The final cash value of the transfer is 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV Page 2 $79,090.00 and that includes all costs associated with land transfers and residual parcel acquisition. At the end of the process, Gates will have two parcels, one 3.13 acres and the other 1.42 acres that are both shovel ready for new commercial development in the corridor. The purpose for having both the Commission and the Board of Public Works act on this item is that the original agreement was between Gates and the Commission and to have Commission approval will bring the agreement into alignment with the amendment. The parcels that require land transfers are in the name of the Board of Public Works and because the BPW is serving as the acquisition agent for the project, the amendment must also be approved in final form by the BPW. The final form of this agreement is a win for all parties involved and staff requires approval of this amendment. 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV AMENDMENT TO ACCEPTED COUNTER -OFFER The City of South Bend Redevelopment Commission (the "Commission ") and the City of South Bend Department of Public Works, acting by and through its Board of Public Works (the "Board ") (collectively, the "City ") hereby submits the following amendment to counter- offer to that Acquisition Purchase Offer of Gates and Gates Realty, LLC, (hereafter "Owner") set forth in the Commission 's letter dated June 13, 2007 concerning the real estate commonly known as 4223 South Main Street, South Bend, Indiana, and further identified by Tax Key Numbers 23- 1025 -1431 and 23- 1025 -1432 (the "4223 Main Street Property "). This Amendment to the Accepted Counter -Offer modifies the extent and number of properties that were previously agreed to and referred to as "Excess Crossover Project Parcels ". Owner proposes to sell to the Board a portion of the 4223, 4315 and 4319 Main Street and 4418 S. Lafayette Blvd. Properties (1) in consideration of and in exchange for the following which the Owner acknowledges has a value to it of an amount of no less than $65,500.00: (a) The demolition and removal of the structures existing on all other real property of the Owner located within the area bordered by Metalmation Drive, South Main Street, Ireland Road and Lafayette Boulevard (the "Development Block ") under the supervision of the Commission and through forces arranged by the City and further including an assessment and accompanying report and testing or other analysis as deemed necessary or appropriate for the presence of asbestos and other hazardous substances or materials or similar environmental concerns in or around the structures to be demolished (collectively, the "Demolition Related Activities ") and with no cost to Owner arising therefrom. Owner agrees to reimburse the Commission any amounts necessarily incurred by the Commission in excess of $65,500 in performing the Demolition Related Activities after first consulting with Owner over the need and expected costs for same. (b) The transfer and conveyance by the Board to Owner of title to the excess or remainder of the 4309 South Main Street — Key No. 23- 1025 -1433 not to be used in connection with the Main - Lafayette Crossover Project (the "Crossover Project "), at no cost to Owner but subject to any rights of way or easements created by or as a result of the Crossover Project. The area of transfer is detailed on Attachment "B ". (c) The conveyance by the Board to the Owner of title to the following properties located within the Development Block, commonly known as: (i) 201 W. Ireland Road - Key No. 23- 1025 -1358; and (d) The construction of a storm water detention facility for benefit of Owner as detailed on Attachment "A ". The ownership of which shall be maintained by the Board with drainage easement rights for benefit of the following developed parcels: (i) 4223 South Main Street — Key No. 23- 1025 -1431; (ii) 4309 South Main Street — Key No. 23- 1025 -1433; (iii) 4315 South Main Street — Key No. 23- 1025 -1434; (iv) 4319 South Main Street — Key No. 23- 1025 -1349; and, (v) 4418 South Lafayette Blvd. — Key No. 23- 1025 -1364. For the purposes of off -site drainage capacity. The developed parcels are depicted on Attachment "D ". -1- (e) The construction of a 6" sanitary sewer tap at station 20 +33, 39' Rt. of Line 'D' for benefit of developed parcel comprised of items (i) through (iv) in paragraph (d) above. The existing sanitary sewer and storm water utilities along Lafayette Boulevard and South Main Street have adequate capacity to serve a commercial use similar to those already in the immediate area and will be available for connection without disturbing the proposed crossover construction. See Attachment "D" for availability of sanitary sewer and water utilities. (f) The Commission agrees to compensate the Owner in the amount of $79,090.00 based upon the difference in land amount to be ag ined by the Owner in the August 17, 2007 agreement versus the net loss of Owner's land area under the currently approved Plans. The area of transfer is detailed on Attachment "B ". And (2) upon and subject to the following terms and conditions: (a) Owner shall convey by warranty deed: (i) portions of 4223 South Main Street — Key No. 23- 1025 -1431; (ii) a portion of 4315 South Main Street — Key No. 23- 1025 -1434 (iii) a portion of 4319 South Main Street — Key No. 23- 1025 -1349; and, (iv) a portion of 4418 South Lafayette Blvd. — Key No. 23- 1025 -1364. For the purposes of road construction, public right of way, and storm water detention facility as detailed on Attachment "C ". (b) Owner shall grant a right of entry over parcels listed in paragraph (a). Furthermore: (a) With the exception of (i) the asbestos and other environmental testing described in paragraph (a) above and (ii) the survey described in paragraph (f) below, each party shall arrange and bear the cost of any title insurance commitment and /or policy, any survey and any other assessment, study, testing or investigation it may request as to any parcel of real property to be conveyed to it under this Agreement. (b) Each party acknowledges that the other party has made no warranties or representations pertaining to the quality or condition of any parcel of the real estate to be conveyed by it to the other or the presence of any hazardous materials thereon, therein or with respect thereto, and agrees to take title to each such parcel in an "as is" condition, and each party hereby disclaims any warranties, including, without limitation, as to merchantability, fitness for any particular use, or compliance with any environmental laws or with respect to the presence of any hazardous materials thereon, therein or with respect to each such parcel. (c) The parties agree to reasonably cooperate with each other in furtherance of the South Side Area Development Plan, the Crossover Project and the creation of a fully integrated and commercially attractive development site comprising the whole of the Development Block south of the Crossover Project; and in furtherance thereof, the parties commit to preparing and executing an agreement concerning their respective and mutual interests in the future development of the site for retail and /or other commercial purposes, which agreement shall address, among other things, (i) any rezoning, special use permits or variances necessary or useful towards enhancing the use and marketability of the site, (ii) points and means of access, both vehicular and pedestrian, to and from the site, (iii) street and alley vacations, (iv) relocation of utilities and /or utility easements, (v) new easements or licenses, (vi ) environmental issues not addressed or covered through the testing described in paragraph (a) above, (vii) landscaping and buffers, (viii) restrictive covenants and (ix) any other matter or condition concerning the site not inconsistent with the terms of this Amendment to Accepted Counter -Offer or of the Southside Development Master Plan. -2- (d) Unless otherwise agreed by the parties, all Parcels of real property to be conveyed by one party to the other shall be conveyed by that party no later than thirty (30) days following the receipt of all approvals by or on behalf of the Board and /or the Commission necessary to accept and consummate the transactions contemplated by this agreement with the exception of the Excess Crossover Project Parcels and the Excess Relocation Parcel which shall be conveyed to the Owner no later than thirty (30) days following delivery to Owner of the survey described in paragraph (f) below. (e) Owner shall have the right to assign this agreement and all rights and benefits hereunder, provided (i) Owner undertakes such measures as are reasonably acceptable to the City to cause or effect the conveyance of the 4223 Main Street Property to the Board pursuant to the terms provided herein, (ii) Owner's assignee assumes in writing all other obligations of the Owner hereunder, and (iii) the assignee agrees to use the Parcels for purposes of commercial /retail development. (f) Once the Crossover Project, including the relocation of that portion of Lafayette Blvd. extending south to Ireland Road, has been completed, the City, at its cost, will provide Owner with an ALTA/ASCM survey describing the boundaries of the whole of the Development Block south of the Crossover Project. (g) In the event this Amendment to Accepted Counter -Offer is not accepted by the Owner, with all requisite approvals therefore obtained, on or before this Amendment to Accepted Counter -Offer shall automatically become null and void. IN WITNESS WHEREOF, this Amendment to Accepted Counter -Offer is made and executed this Date: Date: Gary A. Gilot Kathryn E. Mark W. Neal day of 2013. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION M SOUTH BEND BOARD OF PUBLIC WORKS Donald E. Inks Michael C. Mecham Date ACCEPTANCE OF COUNTER OFFER Gates and Gates Realty, LLC hereby accepts the above - described Amendment to Accepted Counter -Offer made by the City of South Bend Redevelopment Commission. GATES and GATES REALTY, LLC By: Larry A. Gates, Member -3- T 0 °o g ATTACHMENT'A' s CITY OF SOUTH BEND. INDIANA - �f�111T.zhvzi:. MAIN ST. /IAFAYEITE BLVD. Qyr "'r 110 -0588 CONNECTOR GRADING PUN LINE 'D' DETENTION POND 48 153 X. (f9N flM]16� /SON- FISHER ASSOCIATES P.C. WEST WASHINGTON AVENUE TH BEND, INDIANA 46601 Main — Lafayette Connector Proj. No. 110 -0588 Attachment `B" Parcel Area Calculations: Job No. 201024 Sheet: Page 1 of 1 Designed by AWB Date: 02/05/1313 Revised by AWB Date: 02/05/13 (changed Parcel Numbers to Property Addresses) Land Swap Areas 4315 Gates 25,165 5,459 816 4223 Gates 34,935 16,625 3,622 1,921 Gross R/W Taking: 26,835 4309 COSB 16,599 4,316 638 12,283 Gross Land Gain: (excess to G &G Realty) 12,283 Net Take: - 14,552 (12,283 less 26,835) Vacation of R/W Gain: 4,853 (along Lafayette Boulevard) Net Take: -9,699 +/- Notes: 1) Areas shown are in square feet. 2) Temporary areas are shown for information and do not affect the Gross and Net area calculations. Developable Area Calculations: Parent Parent 1st 2nd Excess Property Owner: Parcel Perm Perm Temp Land Address: Size R/W R/W R/W Acquired 4418* Gates 131,464 167 1,935 4319 Gates 16,356 962 548 4315 Gates 25,165 5,459 816 4223 Gates 34,935 16,625 3,622 1,921 Gross R/W Taking: 26,835 4309 COSB 16,599 4,316 638 12,283 Gross Land Gain: (excess to G &G Realty) 12,283 Net Take: - 14,552 (12,283 less 26,835) Vacation of R/W Gain: 4,853 (along Lafayette Boulevard) Net Take: -9,699 +/- Notes: 1) Areas shown are in square feet. 2) Temporary areas are shown for information and do not affect the Gross and Net area calculations. Developable Area Calculations: Parent Vacated Resulting Resulting Property Owner: Parcel Perm R/W Area Area Address: Size R/W Gained (sq. ft.) (Acres ) 4418* Gates 131,464 167 4,853 136,150 3.13 4319, 4315, Gates 93,055 30,984 62,071 1.42 4223 *Parcel 364 (Lot 1 Ireland Road Major Subdivision) S ATTACHMENT'C' I I i .i ti I I ' III L -1 ------ --- - - - - -� III j 11 III STS - - - - -- - - -�1 lcsll�t I i I I II I ^' it k I ° y�,yb' ��i� � --�-JI I �� col rl' II, ti"� 1, •4 I 'I t I I I I s -- I4 �I I I 1 I I I �. MAIN A.- M'a CLARSMIY CMIM%Im BY OT' O' SWM .wW m er aw2�raxo 10 OIY C1' _ to B(M B.AON I0 IWA9FF R1 WIfS Up W/[5 SWlN B9U flflVII iIpY aRS M,D WRS � /� � 'Ny I j/.urR cuu[xar mmxw�m ei an a swm _ _ _ 3 AH✓Y, LLC PPO9 10 SLOK)RLCIRW MO G25 IAIXK MSIIL Slllf[I.bCM2f MA9(fl - -1 L FA---- CITY OF ND, I BEND CURRENT PARCEL OWNERSHIP AND F,� SDUTH BEND, IND IANA PROPOSED TRANSFERS 25 W/ FROM IRELAND RD. TO BARBIE ST. sae w, NEND. IN IAN wV[NN[ MAIN LAFAYETTE soutIN [eo.�aD.wNwuwl f.ONNFCTOR ATTACHMENT'D' I I I li 1 II I I � IIII II I-T ---- - - - -�. I ��' I II II >a U4' I =-- - -. _ -.. -._ — \\ _ IRA I I 0.428 {R I .13 &IV, ' cVI — X + . t n. I Szan pa a I I I I z. col a s L - I . � sAwE azm I� a q]S4- c ��ti. 1 I a ` �I, I IL- - -- ` I II----------- - - - - -- _ — _ — I - - arts Aw arts xcun uc - amusro svoivn I I � -- _ - I �T I' � '- - -mrmc urxlwr - -� -_ -� I,I _ _ ♦T an tr scum ary T. F _, BOYN PoSIN SIIESIM.ORE NMRP IXISIINL MI IfX I--. - �— —..{ I� F I 1 I I J I I PROJECTED PARCEL OWNERSHIP L r /A---, AND DEVELOPMENT AREAS LAWSON FISHER ASSOCIATES V.I FROM IRELAND RD. TO BARBIE ST. S35 UU WASHINTN AVENUE DOY TN„ CST6 IC]IA-]�A A ... I �FOG,��Oa OUTH BEND, INDIANA II ICI 201024.00 II 1 RESOLUTION NO. 2373 • RESOLUTION APPROVING AND ACCEPTING A COUNTER OFFER FOR THE ACQUISITION OF PROPERTY IN THE SOUTH SIDE DEVELOPMENT AREA WHEREAS, under the authority granted by Ind. Code § 36 -7 -14, et. Seq. and in furtherance of the South Side Development Area Plan ( "Plan"), the South Bend Redevelopment Commission ( "Commission ") has determined that it is necessary to acquire unencumbered fee simple interest in certain property located within the area heretofore designated as the South Side Development Area (the "Area ") within the City of South Bend, Indiana (the "City "), which property is more particularly described on Attachment A attached hereto and incorporated herein ( "Property "); and WHEREAS, on June 8, 2007, the Commission adopted Resolution No. 2345 setting the offering price (the "Offering Price') and authorizing staff to present an offer to Caroline Partners, LLC, as owners of the property (collectively, the "Owners ") in an amount not to exceed the Offering Price along with the payment of expenses incidental to the conveyance and determination of the title of the Property; and WHEREAS, the staff has presented the Owners all offer for the Offering Price as authorized, which the Owners rejected; and • WHEREAS, the Owners have obtained an appraisal of the Property evidencing a fair market value of $65,500, which is equal to the Offering Price; and WHEREAS, the staff has reviewed the appraisal and determined that it reflects a reasonably accurate assessment of the Property's fair market value; and WHEREAS, the Owners have provided a counteroffer to the Commission in the form of a Purchase Agreement (the "Purchase Agreement ") under which the Owners proposes to sell the Property to the Commission for consideration equal to or greater than the fair market value of the Property as determined by their appraisal in lieu of a cash purchase price; and WHEREAS, the Commission desires to purchase the Property for consideration equal to or greater than $65,500, approve the fotni of Purchase Agreement, and authorize the President and Secretary of the Commission to execute and attest, respectively, the Purchase Agreement on behalf of the Commission, with such changes in form or in substance as the President and Secretary may approve; and WHEREAS, the Commission has completed its acquisition procedures for the Property and sufficient funds are available for the purchase of the Property; NOW THEREFORE, BE IT RESOVLED by the South Bend Redevelopment Commission that: • 1. The Commission hereby finds that the consideration set forth in the Purchase • Agreement is reasonable considering the circumstances and that it is in the best interest of the citizens of the City and the South Bend Redevelopment District and consistent with the purposes and requirements set forth in Indiana Code § 36 -7 -14 to accept the counteroffer evidenced in the Purchase Agreement. 2. The Commission hereby approves and accepts the Purchase Agreement and authorizes the President and the Secretary to execute and attest, respectively, the Purchase Agreement with such changes in form or in substance as they deem to be necessary or appropriate to complete the transfer, with such approval to be conclusively evidenced by as such execution and attestation, respectively. The President and/or Secretary are each authorized to execute and deliver any other documentation necessary to complete the acquisition of the Property. Legal counsel for the Commission is further authorized to close the transaction on behalf to the Commission and execute any incidental closing documents necessary to complete the transaction. If desirable to facilitate the closing on the property, staff is further authorized to engage Meridian Title Company to assist with the closing of this transaction. 3. The Secretary of the Commission is instructed to place a copy of the Purchase Agreement presented to the Commission with this Resolution in the records and minutes of this meeting. ADOPTED at the Regular Meeting of the South Bend Redevelopment Commission held on August 17, 2007, at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, • Indiana 46601. ATTEST: Gregory S. Downes, Secretary South Bend Redevelopment Commission • CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Marcia I. Jones, President South Bend Redevelopment Commission • COUNTER -OFFER Caroline Partners, LLC, (hereafter "Owner ") hereby submits the following counter- offer to that Acquisition Purchase Offer of the City of South Bend Redevelopment Commission (the "Commission ") set forth in the Commission's letter dated June 13, 2007 concerning the real estate commonly known as 4223 South Main Street, South Bend, Indiana, and further identified by Tax Key Numbers 23- 1025 -1431 and 23- 1025 -1432 (the "4223 Main Street Property "). Owner proposes to sell to the Commission the 4223 Main Street Property (1) in consideration of and in exchange for the following in lieu of a cash purchase price which the Owner acknowledges has a value to it of an amount of no less than $65,500.00: (a) The demolition and removal of the structures existing on all other real property of the Owner located within the area bordered by Metalmation Drive, South Main Street, Ireland Road and Lafayette Boulevard (the "Development Block ") under the supervision of the Commission and through forces arranged by the Commission and further including an assessment and accompanying report and testing or other analysis as deemed necessary or appropriate for the presence of asbestos and other hazardous substances or materials or similar environmental concerns in or around the structures to be demolished (collectively, the "Demolition Related Activities ") and with no cost to Owner arising therefrom. Owner agrees to reimburse the Commission any amounts . necessarily incurred by the Commission in excess of $65,500 in performing the Demolition Related Activities after first consulting with Owner over the need and expected costs for same. (b) The re- transfer and conveyance by the Commission to Owner of title to the excess or remainder of the 4223 Main Street Property not used in connection with the Main- Lafayette Crossover Project (the "Crossover Project "), at no cost to Owner but subject to any rights of way or easements created by or as a result of the Crossover Project. (c) The conveyance by the Commission to Owner of title to the excess or remainder of the following three properties not used in connection with the Crossover Project which lie within the Development Block and south of the Crossover Project, at no cost to Owner but subject to any rights of way or easements created by or as a result of the Crossover Project, commonly known as: (i) 4201 South Main Street - Key Nos. 23 -1025 -1427 and 1428; (ii) 4309 South Main Street - Key No. 23- 1025 -1433; and (iii) 4209 South Main Street - Key Nos. 23- 1025 -1429 and 1430 (the remainder of these three parcels, together with the remainder of the 4223 Main Street Property are hereafter collectively referred to as the • "Excess Crossover Project Parcels "). (d) The conveyance by the Commission to the Owner of title to the following properties located within the Development Block, commonly know as: . (i) 201 W. Ireland Road - Key No. 23 -1025 -1358; and (ii) the excess land adjacent, to the west, to Key No. 23 -1025 -1363 owned by Owner and located at the northeast comer of Lafayette Blvd. and Ireland Road created as a result of the relocation of Lafayette Blvd. (the "Excess Relocation Parcel ") to the extent that any such excess property has not been platted into or otherwise become a part of the Owner's adjacent tract by operation of law, at no cost to Owner. And (2) upon and subject to the following terms and conditions: (1) Owner shall convey the 4223 Main Street Property by special warranty deed. (2) With the exception of (i) the asbestos and other environmental testing described in paragraph (a) above and the survey described in paragraph (8) below, each party shall arrange and bear the cost of any title insurance commitment and/or policy, any survey and any other assessment, study, testing or investigation it may request as to any parcel of real property to be conveyed to it under this Agreement. (3) EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS MADE NO WARRANTIES OR REPRESENTATIONS PERTAINING TO THE QUALITY OR CONDITION OF ANY PARCEL OF THE REAL ESTATE TO BE • CONVEYED BY IT TO THE OTHER OR THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT THERETO, AND AGREES TO TAKE TITLE TO EACH SUCH PARCEL IN AN "AS IS" CONDITION, AND EACH PARTY HEREBY DISCLAIMS ANY WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE, OR COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR WITH RESPECT TO THE PRESENCE OF ANY HAZARDOUS MATERIALS THEREON, THEREIN OR WITH RESPECT TO EACH SUCH PARCEL. (4) The parties agree to reasonably cooperate with each other in furtherance of the South Side Area Development Plan, the Crossover Project and the creation of a fully integrated and commercially attractive development site comprising the whole of the Development Block south of the Crossover Project and in furtherance thereof, the parties commit to preparing and executing an agreement concerning their respective and mutual interests in the future development of the site for retail and/or other commercial purposes, which agreement shall address, among other things, (i) any rezoning, special use permits or variances necessary or useful towards enhancing the use and marketability of the site, (ii) points and means of access, both vehicular and pedestrian, to and from the site, (iii) street and alley vacations, (iv) relocation of utilities and /or utility easements, (v) new easements or licenses, (vi) environmental issues not addressed or covered through the testing described in paragraph (a) above, (vii) landscaping and buffers, (viii) restrictive covenants and (ix) any other matter or condition concerning the site not inconsistent with • the terns of this Counter -Offer or of the Southside Development Master Plan 2 10 conveyed Unless otherwise agreed by the parties, all Parcels of real property to be conveyed by one party to the other shall be conveyed by that party no later than thirty (30) days following the receipt of all approvals by or on behalf of the City of South Bend or the Commission necessary to accept and consummate the transactions contemplated by this agreement with the exception of the Excess Crossover Project Parcels and the Excess Relocation Parcel which shall be conveyed to the Owner no later than thirty (30) days following delivery to Owner of the survey described in paragraph (8) below. (G) Owner shall have the right to assign this agreement and all rights and benefits hereunder, provided (1) Owner undertakes such measures as are reasonably acceptable to Commission to cause or effect the conveyance of the 4223 Main Street Property to the Commission pursuant to the terms provided herein, (2) Owner's assignee assumes in writing all other obligations of the Owner hereunder, and (3) the assignee agrees to use the Parcels for purposes of commercial /retail development. (7) Once the Crossover Project, including the relocation of that portion of Lafayette Blvd. extending south to Ireland Road, has been completed, the Commission, at its cost, will provide Owner with an ALTA/ASCM survey describing the boundaries of the whole of the Development Block south of the Crossover Project. (8) In the event this Counter -Offer is not accepted by the Commission, with all requisite approvals therefore obtained, on or before September 17, 2007, this • Counter -Offer shall automatically become null and void. At �0 IN WITNESS WHEREOF, this Counter -Offer is made and executed this 3�day of ;;;R, 2007. CAROLINE PARTNERS, LLC By: Larry A. Gates, Member ACCEPTANCE OF COUNTER OFFER The South Bend Redevelopment Commission hereby accepts the above - described counter -offer made by Caroline Partners, LLC. Date: August 17, 2007 • Date: August 17, 2007 saDSnz MBW 359762vt CITY OF SOUTH BEND REDEVELOPMENT COMMISSION By: Gr 3