HomeMy WebLinkAbout5A4_2024-03-27 (Clean&Executable) GLC - Development Agreement1
DEVELOPMENT AGREEMENT
This Development Agreement (this “Agreement”), is effective as of ___, 2024 (the
“Effective Date”), by and between the City of South Bend, Department of Redevelopment, acting
by and through its governing body, the South Bend Redevelopment Commission (the
“Commission”), and Great Lakes Capital Development, LLC, an Indiana Limited Liability
Company, with offices at 7410 Aspect Drive, Suite 100, Granger, IN 46530 (the “Developer”)
(each, a “Party,” and collectively, the “Parties”).
RECITALS
WHEREAS, the Commission exists and operates under the provisions of the
Redevelopment of Cities and Towns Act of 1953 , as amended (I.C. 36-7-14 et seq., the “Act”);
and
WHEREAS, the Act provides that the clearance, replanning, and redevelopment of
redevelopment areas are public uses and purposes for which public money may be spent; and
WHEREAS, the Parties are, together with this Agreement, entering into a certain Real
Estate Purchase Agreement with Beacon Health System, Inc. and its subsidiaries Memorial
Hospital of South Bend, Inc. and Beacon Medical Group, Inc. (f/k/a Memorial Health System,
Inc.) (collectively, “Beacon”) for (a) Developer’s acquisition of certain real property from Beacon
as generally described in Exhibit A, together with all improvements thereon and all easements,
rights, licenses, and other interests appurtenant thereto (collectively the “Project Property”), and
(b) Commission’s agreement to enter into this Agreement as well as a separate Development
Agreement with Beacon, in furtherance of future development projects related to the Project
Property and other Beacon property (the “Beacon Purchase Agreement”); and
WHEREAS, upon acquisition of the Project Property under the Beacon Purchase
Agreement, and subject to the terms and conditions of this Agreement, the Developer intends to
improve, construct, renovate, or otherwise rehabilitate certain elements of such Project Property
in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B, using a
combination of private financing and public funding (collectively, the “Project”); and
WHEREAS, the Project Property is located within the corporate boundaries of the City of
South Bend, Indiana (the “City”), within the River West Development Area (the “Area”); and
WHEREAS, the Commission has adopted (and subsequently amended, from time to time)
a development plan, which contemplates development of the Area consistent with the Project Plan;
and
WHEREAS, the Commission seeks to support the Project, which will include the
development of new housing units, a new hotel, and additional retail and office space, all in the
downtown Area; and
WHEREAS, the Commission believes that accomplishing the Project as described herein
advances a public good, the expected benefits of which exceed the expected costs to the
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Commission, and is in the best interests of the health, safety, and welfare of the City and its
residents; and
WHEREAS, the Commission desires to facilitate and assist the Project Plan by undertaking
the local public improvements stated in Exhibit C (the “Local Public Improvements”) and the
financing thereof, subject to the terms and conditions of this Agreement and in accordance with
the Act; and
WHEREAS, the Developer (or an entity under common control with Developer) owns
certain real property described in Exhibit I in a redevelopment area, together with all
improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto
(collectively, the “Developer Property”), which is situated in the Area and is set forth on the
acquisition list related thereto, pursuant to Commission’s Resolution No. 550; and
WHEREAS, the Commission desires to acquire the Developer Property and,
simultaneously with this Agreement, the Developer and Commission are entering into a certain
Purchase Agreement (in the form attached as Exhibit J (the “Purchase Agreement”)) for
Developer’s sale of such Developer Property to Commission.
NOW, THEREFORE, in consideration of the mutual promises and obligations stated in
this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS.
Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have
the following meanings:
1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property,
used for property tax assessment purposes as determined by the St. Joseph County Assessor.
1.2 Board of Works. “Board of Works” means the Board of Public Works of the City,
a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12.
1.3 Funding Amount. “Funding Amount” means at least (i) Twenty-Four Million
Dollars ($24,000,000.00) of tax increment finance revenues, and (ii) contingent upon an executed
agreement by one or more of the Parties with the Northern Indiana Regional Development
Authority (“RDA”) for its Regional Economic Acceleration Development Initiative and direction
of funding thereunder to the Commission, the amount of Eleven Million Seven Hundred Eighty
Thousand Dollars ($11,780,000.00) (“READI Grant”); all of which shall be used for paying the
costs associated with the construction, equipping, inspection and delivery of the Local Public
Improvements and Project.
1.4 Private Investment. “Private Investment” means an amount (provided the Funding
Amount includes the READI Grant), no less than One Hundred Two Million Dollars
($102,000,000.00), not including the Funding Amount, to be expended by the Developer after the
Effective Date (subject to Commission’s satisfaction of its obligations hereunder) for the costs
associated with constructing the improvements set forth in the Project Plan, including architectural,
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engineering, and any other costs directly related to completion of the Project that are expected to
contribute to increases in the Assessed Value of the Project Property.
SECTION 2. INTERPRETATION, TERMS, AND RECITALS.
2.1 Interpretation.
(a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) “Section” or
“Article” shall be deemed to refer to the Section or Article of this Agreement bearing the
number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement
bearing the letter or number so specified, and (iii) references to this “Agreement” shall
mean this Agreement and any exhibits and attachments hereto.
(c) Captions used for or in Sections, Articles, and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
(d) The terms “include”, “including” and “such as” shall each be construed as
if followed by the phrase “without being limited to.”
2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this
Agreement for all purposes.
SECTION 3. FEASIBILITY AND DUE DILIGENCE ON PROJECT PROPERTY.
3.1 General Planning Process.
(a) The Parties agree, as a condition of commencing construction of the Project,
to continue to cooperate in good faith to prepare, evaluate and agree (if mutual agreement
may be reached) on a planning schedule for (i) refinement of the scope of the Project Plan
and Local Public Improvements, (ii) review of total anticipated costs of the Project and
models estimating operating performance of each aspect of the Project Plan, and (iii) timing
for critical milestones to confirm both (x) mutual agreement to the scope of Project, and
(y) that as a requirement for advancement, financial metrics for the Project Plan meet or
exceed an eight percent (8%) return on cost, prior to finalizing construction plans for
submission to the Commission for the Project or otherwise being obligated to commence
construction on the Project Property (the “Mutual Project Diligence”). The Mutual Project
Diligence shall be completed no later than eighteen (18) months from the Effective Date.
Subject to both Developer acquiring the Project Property under the Beacon Purchase
Agreement and the Parties’ reaching agreement to the Mutual Project Diligence, the Parties
will execute an addendum hereto, to reflect any applicable changes and an agreement to
commence Project construction/advancement (“Notice to Commence”), which may also
confirm additional terms and conditions regarding each element of Local Public
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Improvements and/or the Project with respect to plans, specifications, timeline and funding
to ensure coordination and completion of all work to support the Project.
(b) As part of Mutual Project Diligence, Developer may, from time to time,
elect to submit to the Commission for its review schematic design or development drawings,
which will be reviewed in accordance with Section 4.8. The Commission shall cause the
City’s Executive Director of Community Investment, or their designee (“Reviewer”), to
provide notice of approval or disapproval within fourteen (14) days after receipt of the
proposed drawings under Section 4.8. If proposed drawings or plans are disapproved, the
Reviewer shall explain in a written notice specific reasons for the disapproval, and
Developer shall be entitled to submit revised proposed drawings. Any subsequent
submission to address a disapproved item will be reviewed within ten (10) days after
receipt of the revised proposed drawings; provided, however, that the Commission and
Reviewer may not then disapprove of any feature that was included in prior proposed
drawings that was not disapproved unless in the reasonable good faith judgment of the
Reviewer, the revisions materially adversely affect such feature. This process shall
continue until the drawings submitted are fully approved.
(c) The Commission covenants and agrees to pay directly (or reimburse
Developer) for any costs incurred by Developer in connection with acquiring and owning
the Project Property between the date of acquisition of such property and the earlier of the
date on which (i) the Parties agree to a Notice to Commence, or (ii) the Commission
acquires the Project Property under the Option Agreement. Such costs include, for example,
any environmental, survey or other diligence costs before acquisition, real estate taxes,
insurance premiums, utility services and related costs of holding the Project Property
and/or leasing the same to Beacon for continued parking rights. Any such costs will be
paid directly by Commission or otherwise reimbursed to Developer within thirty (30) days
of Developer providing an invoice together with supporting documentation of the costs
incurred.
3.2 Other Diligence on Project Property. The execution of the Notice to Commence is
subject to the satisfaction or waiver in writing of the following terms and conditions:
(a) Project Property. Developer shall have acquired title to the Project Property
under the Beacon Purchase Agreement.
(b) READI Grant. The RDA shall have awarded the READI Grant (and such
amount be included in the Funding Amount), for investment in the Local Public
Improvements and/or Project.
(c) Additional Property. The Commission shall have acquired, at its sole cost
and expense, and transferred to Developer (or caused the following to be transferred to
Developer) to become part of the Project Property, certain property generally located at
333 N. Martin Luther King Jr. Drive (identified as Parcel No. 018-1003-0112) currently
owned by 300 North Michigan Associates, LLC (the “300 North Michigan Site”)
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(d) Billboards. The Commission shall have at its sole cost and expense
terminated all easement or other rights of any billboards to remain on the Project Property,
including on the 300 North Michigan Site and on property generally referred to as 324 N.
Main Street and caused such billboards to be removed (or have reached an agreement
acceptable to the Developer for such owner of the billboards to remove the billboards from
the Project Property).
(e) INDOT. The Indiana Department of Transportation shall have agreed to
any right of way dedications or reconfigurations as may be required by the Parties in
connection with the Project.
(f) Final Plans. Final plans for the Project shall have been completed and
approved by the Commission or Reviewer under Sections 3.1 and/or 4.8 hereof.
(g) Required Permits. Developer shall have obtained (or determined that it will
be able to obtain) all required permits and all permits related to the Project.
(h) Tax Abatement. The Commission shall have supported a proposal to the
Common Council of the City of South Bend for a ten (10) year real property tax abatement
with respect to the Project, on a schedule acceptable to Developer.
(i) Notice to Commence. The Parties shall have confirmed, through the Mutual
Project Diligence, final scope of the Project and agreement to anticipated economics related
to the development and operation of the Project.
(j) Entitlements. The Project Property shall have been zoned to permit the
construction of the Project, with issuance of any required variances and other approvals
with respect to the Project.
(k) Platting. Developer shall have created a plat for the Project Property with
separate legal lots of record for components of the Project.
(l) Local Public Improvements. Developer (or its affiliate or designee) and
Commission (or the City of South Bend), as applicable, shall have agreed to terms of a
certain (i) Ground Lease, for the lease of ground to the Commission for its construction
and location of one or more parking garage structures, and (ii) perpetual easement in favor
of Developer, for Developer’s right to use structural components of such garage in
connection with construction of the Project, and a license agreement for access to and use
of certain parking spaces within the garage structures to serve the Project.
(m) Purchase Agreement. The Parties shall have closed on the purchase and
sale of Developer’s Property pursuant to the Purchase Agreement set forth in the form
attached hereto as Exhibit J.
(n) Option to Purchase. The Parties shall have executed the Option to Purchase
Agreement in the form (or substantially similar to the form) attached hereto as Exhibit
Gand executed, recorded, and placed of record in the office of the County Recorder of St.
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Joseph County, Indiana a memorandum of the Option set forth in Section 6, in the form (or
substantially similar to the form) attached hereto as Exhibit H.
If one or more of the conditions set forth in this Section is not, or cannot be, timely and
completely satisfied, then, as its sole and exclusive remedy, Developer may elect (absent mutual
agreement to the contrary) to: (i) waive in writing satisfaction of the conditions and proceed with
the Notice to Commence; or (ii) terminate this Agreement by a written notice to the Commission.
In the event the Developer elects to terminate this Agreement in accordance with this Section 3,
the Commission shall have the option to purchase the Project Property from the Developer, under
the terms set forth in Section 6. Notwithstanding anything to the contrary set forth herein,
Developer and Commission shall work diligently and in good faith to satisfy the conditions set
forth in this Section 3.
SECTION 4. DEVELOPER’S DEVELOPMENT OBLIGATIONS.
4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements
to perform and abide by the covenants and obligations set forth in this Agreement are material
consideration for the Developer’s commitment to perform and abide by the covenants and
obligations of the Developer contained in this Agreement. For the avoidance of all doubt, the
Commission’s completion of the Local Public Improvements, in the timeframes and as further
described in this Agreement, or as agreed in a Notice to Commence after Mutual Project Diligence,
shall be a condition precedent to any and all obligations of the Developer relating to this Agreement.
4.2 The Project. After the later of (a) acquiring fee title to the Project Property, and (b)
Developer’s execution of a Notice to Commence, the Developer will expend, subject to the
Commission’s satisfaction of its obligations hereunder related to advancement of the Funding
Amount and timely completion of the Local Public Improvements, the Private Investment
necessary to perform all necessary work to complete the improvements set forth in the Project Plan
attached hereto as Exhibit B and the plans and specifications which will be approved by the
Commission’s Reviewer, or their designee, pursuant to Section 4.8 (“Submission of Plans and
Specifications for Project”) of this Agreement, which improvements shall comply with all zoning
and land use laws and ordinances.
4.3 Cooperation. The Developer agrees to endorse and support the Commission’s
efforts to expedite the Local Public Improvements through any required planning, design, public
bidding, construction, inspection, waiver, permitting, and related regulatory processes.
Notwithstanding the foregoing or anything to the contrary contained herein, the Parties agree to
work with the engineering firm designated by Developer for the Project, to prepare the design for
the Local Public Improvements at Commission’s expense. The Parties acknowledge that (i) the
Commission is responsible for such expenses, including those if any incurred for such design prior
to the Parties entering into a Notice to Commence, and (ii) from and after the Notice to Commence,
the Parties agree to seek reimbursement from the READI Grant if applicable for such expenses.
Developer, on behalf of and in collaboration and cooperation with the Commission, shall
coordinate the preparation of the plans and specifications for the Local Public Improvements,
which plans and specifications shall be submitted to and approved by the Commission prior to
bidding (which approval shall not be unreasonably withheld, conditioned, or delayed).
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4.4 Lease and Grant of Easement. Upon the execution of the Notice to Commence, the
Developer will grant to the Commission (a) a ground lease, for the pad site location for each of the
garage structures contemplated to be constructed by Commission within the Project Property, and
(b) a temporary, non-exclusive easement on, in, over, under and across any part(s) of the Project
Property (the “Easement”) in the form attached hereto as Exhibit D, to permit the Commission to
fulfill its obligations under this Agreement, including the construction, equipping, inspection, and
delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the
Commission and the Board of Works or any contractors acting on behalf of the Commission in
connection with the construction, equipping, inspection, and delivery of the Local Public
Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall
terminate no later than upon completion of the Local Public Improvements, as determined by the
Board of Works.
4.5 Grant of Structure Easement and Parking License. Upon the execution of the Notice
to Commence, the Commission and Developer will enter into a perpetual structure easement, in
such a form to be mutually agreed, for the grant by the City (or Commission) to Developer of an
easement and related rights to use structural components of the garage structures to be constructed
by Commission in connection with Developer’s construction of the Project. Simultaneously upon
execution of the Notice to Commence, the Commission and Developer will enter into a license for
Developer’s right to access and to use certain parking spaces within the garage structures to serve
the Project. The intent of the license will also reserve to the Commission all rights and
responsibilities with respect to the maintenance and operation of the garage, as well as retention
of a certain portion of the Parking Garages to be controlled by the Commission for the right and
benefit of Beacon Health Systems and/or its affiliates.
4.6 Timeframe for Completion.
(a) Provided that the Parties enter into a Notice to Commencement and
Commission has completed the Local Public Improvements by June 30, 2026 (or such other
date as may be agreed in the Notice to Commence), the Developer hereby agrees to
complete the Project in two phases as set forth in the Project Plan (“Phase 1” and “Phase
2”) and any other obligations the Developer may have under this Agreement. The
Developer further agrees the total Project will be completed in accordance with the Project
Plan attached hereto as Exhibit B (unless otherwise agreed in a Notice to Commence).
Subject to the terms of any such Notice to Commence, Phase 1 shall be completed by the
later of (i) 24 months following Commission’s completion of the Parking Garage and Local
Public Improvements for Phase I, or (ii) December 31, 2026, and Phase 2 shall be
completed by the later of (iii) 24 months following Commission’s completion of the
Parking Garage and Local Public Improvements for Phase II, or (iv) December 31, 2028
(collectively, the “Mandatory Project Completion Dates”).
(b) The Developer’s failure to complete Phase 1 or Phase 2 of the Project or
any other obligations the Developer may have under this Agreement by the Mandatory
Project Completion Dates will constitute a default under this Agreement without any
requirement of notice or an opportunity to cure such failure. Notwithstanding the foregoing,
Developer may extend the Mandatory Project Completion Dates by two (2) additional
twelve (12) month periods, provided that at least 33% of the Project has already been
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completed. In order to extend the Mandatory Project Completion Dates, Developer shall
provide written notice to Commission of the extension at least one month prior to the
applicable Mandatory Project Completion Date.
4.7 Reporting Obligations. Upon substantial completion of the Project, the Developer
hereby agrees to (or cause its general contractor to) report to the Commission the number of local
contractors and local laborers involved in the Project and the amount of contracts entered into with
local contractors related to the Project.
4.8 Submission of Plans and Specifications for Project. Promptly upon completion of
all plans and specifications for the Project, or changes thereto, and prior to the Commission’s
expenditure of the Funding Amount (other than for planning and design related engagements for
the Local Public Improvements), the Developer shall deliver a complete set thereof to the
Commission’s Reviewer, or their designee who will promptly approve the plans or will work in
good faith with the Developer to reasonably modify said plans and specifications for the Project
and thereafter approve the plans. Without limiting the generality of the foregoing, the Parties agree
that with respect to each item of a Local Public Improvement, including site work, the Parking
Garages and related public work:
(a) The Parties will cooperate, in good faith, to further establish a scope of work,
schedule for completion and budget for items of such work;
(b) The Parties will enter into an addendum hereto, containing the agreed terms
and conditions concerning the plans, specifications and timeline for each component of the
Local Public Improvements for Developer to cause to be constructed (or to manage as part
of the overall Project); and
(c) Commission shall pay the cost to design and construct the Local Public
Improvements in accordance with each addendum for such work, which costs shall at least
total the Funding Amount.
4.9 Reporting Obligations. On or before June 30 and December 31 of each year from
and after the Parties enter into a Notice to Commence, until substantial completion of the Project,
the Developer shall submit to the Commission a report, in the format set forth as Exhibit E,
demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The
report shall include the following information and documents: (i) a status report of the construction
completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally
identifying the Private Investment to date, and (iv) a status report of the number of jobs created for
employment at the Project Property.
4.10 Costs and Expenses of Construction of Project. The Developer hereby agrees to
pay, or cause to be paid, all costs and expenses of planning, construction, management, and all
other activities or purposes associated with the Project (including legal, architectural, and
engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the
Commission subject to the terms of this Agreement.
4.11 Specifications for Local Public Improvements. The Commission will be
responsible for the preparation of all bid specifications related to the Local Public Improvements,
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and the Commission will pay all costs and expenses of such preparation. The Commission will
seek Developer’s approval of the bid specifications, which consent will not be unreasonably
withheld. Thereafter the Commission will submit all bid specifications related to the Local Public
Improvements to the City of South Bend Engineering Department (the “Engineering Department”).
The Engineering Department may approve or disapprove said bid specifications for the Local
Public Improvements in its reasonable discretion and may request revisions or amendments to be
made to the same. The Commission shall not be required to expend the Funding Amount on the
Local Public Improvements (other than for planning and design related engagements for the Local
Public Improvements) until the Engineering Department has approved all bid specifications.
4.12 Non-Interference. Developer hereby agrees to use commercially reasonable efforts
to minimize disruption for those living and working near the Project Property during construction
of the Project.
4.13 Insurance. The Developer shall purchase and maintain comprehensive insurance
coverage as is appropriate for the work being performed with respect to the Project. The Developer
shall provide proof of such adequate insurance to the Commission and shall notify the Commission
and the City of any change in or termination of such insurance. During the period of construction
or provision of services regarding any Local Public Improvements, the Developer shall maintain
insurance in the kinds and for at least the minimum amounts as described in Exhibit G attached
hereto and the Commission and the City shall be named as additional insureds on such policies
(but not on any worker’s compensation policies).
4.14 Information. The Developer agrees to provide any and all due diligence items with
respect to the Project reasonably requested by the Commission.
SECTION 5. COMMISSION’S DEVELOPMENT OBLIGATIONS.
5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to
perform and abide by the covenants and obligations set forth in this Agreement is material
consideration for the Commission’s commitment to perform and abide by the covenants and
obligations of the Commission contained in this Agreement.
5.2 Completion of Local Public Improvements.
(a) After the Developer has obtained fee simple title to the Project Property, the
Commission hereby agrees to complete (or cause to be completed) the Local Public
Improvements described in Exhibit C, attached hereto, on a schedule to be reasonably
determined and agreed to by the Commission and the Developer, as may be modified due
to unforeseen circumstances and delays in accordance with each addendum to be agreed to
between the Parties (as referred in Section 4.8 above).
(b) Before any work on the Local Public Improvements will commence, (i) the
Commission will have received satisfactory plans and specifications for the Project and
responded in accordance with Section 4.8 (“Submission of Plans and Specifications for
Project”) of this Agreement, and (ii) the Engineering Department will have received
satisfactory bid specifications for the Local Public Improvements and approved the same
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in accordance with Section 4.11 (“Specifications for Local Public Improvements”) of this
Agreement.
(c) The Local Public Improvements will be completed in accordance with all
applicable public bidding and contracting laws and will be subject to inspection by the
Engineering Department or its designee.
(d) Notwithstanding anything contained herein to the contrary, in the event the
costs associated with the Local Public Improvements are in excess of the Funding Amount,
Developer, at its sole option, may determine to pay to the Commission the amount of the
excess costs to permit timely completion of the Local Public Improvements by the
Commission, or an agent of the Commission, which amounts shall be applied for such
purpose. If Developer chooses not to pay any such excess costs of the Local Public
Improvements (above the Funding Amount), the Commission may reduce the scope of the
Local Public Improvements to the amount which may be funded with the Funding Amount,
by providing reasonable notice to the Developer.
5.3 Reporting Obligations. Upon the letting of contracts for substantial portions of the
Local Public Improvements and again upon substantial completion of the Local Public
Improvements, the Commission hereby agrees to report to the Developer, the amount of bid awards
for each contract related to the Local Public Improvements, and information regarding which
contractor is awarded each contract with respect to the Local Public Improvements. Additionally,
on or before June 30 and December 31 of each year until substantial completion of the Local Public
Improvements, the Commission shall submit to the Developer a report, in the format similar to
Exhibit E, demonstrating the Commission’s good-faith compliance with the terms of this
Agreement. The report shall include the following information and documents: (i) a status report
of the construction of the Local Public Improvements completed to date, (ii) an update on the Local
Public Improvements project schedule, and (iii) an itemized accounting generally identifying the
Funding Amount expended to the date of the report.
5.4 Easements. Other than the Easement the Developer will be granting the
Commission, as contemplated in Section 4.4, the Commission shall obtain any and all other
easements from any governmental entity and/or any other third parties that the Developer or the
Commission deems necessary or advisable in order to complete the Local Public Improvements
and the Project.
5.5 Additional Easements. In addition, without limiting the foregoing, as a condition to
Developer’s obligations hereunder, the Parties will enter into a permanent easement (as
contemplated in Section 4.5 above) regarding the right of Developer to use certain parking areas
within the Parking Garages as well as a permanent easement allowing Developer to attach to
structural components of the Parking Garages for purposes of the design and construction of real
estate improvements adjacent to and connected to such Parking Garages.
5.6 Cooperation. The Commission agrees to endorse and support the Developer’s
efforts to expedite the Project through any required planning, design, permitting, waiver, and
related regulatory processes, provided, however, that the Commission will not be required to
expend any money in connection therewith.
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5.7 Public Announcements, Press Releases, and Marketing Materials. The
Commission hereby agrees to coordinate all public announcements and press releases relating to
the Project with the Developer.
SECTION 6. OPTION TO PURCHASE PROJECT PROPERTY.
6.1 Generally. The Parties acknowledge and agree that the Commission’s commitment
to construct the Local Public Improvements is inextricably connected to the Developer’s
commitment to develop the Project Property as set forth herein, and the Commission’s construction
of the Local Public Improvements will occur before the Developer begins significant vertical
construction work towards completing the Project Plan. The Parties further acknowledge and
agree that the Project Plan is one piece of a greater downtown South Bend plan for development
of the Madison Lifestyle District, and if the Developer does not proceed with constructing the
Project as set forth herein, the Commission shall be entitled to an exclusive option to purchase the
Project Property (“Option”), as further defined herein. More specifically, upon Developer
acquiring the Project Property, the Parties agree to execute an Option to Purchase, in the form (or
substantially similar to the form) attached hereto as Exhibit G. Notwithstanding the foregoing, if
Developer does not acquire the Project Property from Beacon, this Section 6 shall become null
and void.
6.2 Events to Trigger Option to Purchase. The Commission shall have the right to
exercise its Option if:
(a) The conditions set forth in Section 3.2 cannot be fulfilled and the Developer
elects to terminate this Agreement as a result; or
(b) Developer fails to secure construction financing for the Project and
commence construction of Phase 1 of the Project within Twelve (12) months following
Commission’s completion of the Local Public Improvements related to such Phase 1 of the
Project.
6.3 Exercise of Option. The Commission may exercise its Option by delivering written
notice of such intent in writing no later than ninety (90) days following the trigger event(s) as set
forth in Section 6.2. In the event the Commission exercises its Option, the purchase price shall be
One Dollar ($1.00), and Developer shall convey the Project Property to the Commission by Special
Warranty Deed.
6.4 Recording of Memorandum. Upon the Developer’s acquisition of title to the
Project Property, the Parties shall execute, record, and place of record a memorandum of this
Option, in the form (or substantially similar to the form) attached hereto in Exhibit H, in the office
of the County Recorder of St. Joseph County, Indiana.
6.5 Release of Option. Promptly upon (or simultaneously with) Developer’s
commencement of construction of Phase 1 of the Project and its closing on construction financing
for such Phase 1, the Commission will issue to Developer a certificate acknowledging such
commencement and releasing Commission’s Option in the Property (the “Option Release”). The
Parties agree to record the Option Release immediately upon issuance, and Developer will pay the
costs of recordation.
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SECTION 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
7.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
settlement or final judgment including all appeals. Each Party shall select its own legal counsel;
however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated
with the Commission’s defense of this Agreement against a third-party lawsuit challenging
Developer’s authority or actions hereunder. In no event shall the Commission be required to bear
the fees and costs of the Developer’s attorneys. The Parties agree that if any other provision of
this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court
of competent jurisdiction, the Parties agree to be bound by the terms of this Section 7.1, which
shall survive such invalidation, nullification, or setting aside.
SECTION 8. DEFAULT.
8.1 Default. Any failure by either Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other Party, shall constitute a default under this Agreement. Any
notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this
Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel
specific performance) seeking remedies for such default. If the default is cured within thirty (30)
days after the notice described in this Section 8.1, then no default shall exist and the noticing Party
shall take no further action.
8.2 Liquidated Damages and Option to Purchase.
(a) In the event Developer fails to commence construction of the Project within
the time frame set forth in Section 6.2(b), the Commission shall have (i) the exclusive right
to exercise its Option to purchase the Project Property by following the procedures set forth
in Section 6; and (ii) be entitled to recover from Developer, as liquidated damages, One
Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the
Commission in furtherance of its Local Public Improvements that is specific to Developer’s
Project Plan and which cannot be reused for other development plans of the Project
Property (“Liquidated Damages”).
(b) If and in the event Developer fails to (i) complete Phase 1 or Phase 2 of the
Project by the applicable Mandatory Project Completion Date, or (ii) expend the full
amount of the Private Investment for the Project upon the completion of Phase 2, then the
Commission shall be entitled to recover from Developer, all Liquidated Damages together
with any other remedies available under this Agreement including, without limitation, this
Section 8.
If the Developer fails to perform and complete the work within the timeframe for
completion, the Parties agree that the Liquidated Damages shall be considered not as a penalty,
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but as agreed upon monetary damages sustained by the Commission, the City, and citizens of
South Bend for the Commission’s direct investment into the Project, the negative impact upon the
Commission’s ability to develop other projects in South Bend, and expenses of City employees
supporting the Project, including redevelopment staff, engineering staff, legal department staff,
and a construction manager on site.
8.3 General Remedies. Whenever an event of default occurs, the non-defaulting party
may take whatever actions at law or in equity are necessary or appropriate to: (a) collect any
payments due under this Agreement; (b) protect the rights granted to the non-defaulting party
under this Agreement; (c) enforce the performance or observance by the defaulting party of any
term or condition of this Agreement (including, without limitation, the right to specifically enforce
any such term or condition); or (d) cure, for the account of the defaulting party, any failure of the
defaulting party to perform or observe a material term or condition of this Agreement to be
performed or observed by it. If the non-defaulting party incurs any costs or expenses, as well as
attorneys’ fees, in connection with exercising its rights and remedies under, or enforcing, this
Agreement, then the defaulting party shall reimburse the non-defaulting party for all such costs
and expenses, as well as reasonable attorneys’ fees.
8.4 Force Majeure. Notwithstanding anything to the contrary contained in this
Agreement, neither of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
restrictions imposed or mandated by governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environments regulations, contract defaults by
third parties, or similar basis for excused performance which is not within the reasonable control
of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the
Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
as may be mutually agreed upon by all the Parties.
SECTION 9. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF
INTEREST; INDEMNITY.
9.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that:
(a) The Project is a private development;
(b) None of the Commission, the Board of Works, or the Developer has any
interest or responsibilities for, or due to, third parties concerning any improvements until
such time, and only until such time, that the Commission, the Board of Works, and/or the
Developer expressly accepts the same; and
(c) The Parties hereby renounce the existence of any form of agency
relationship, joint venture or partnership between the Commission, the Board of Works,
and the Developer and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as creating any such relationship between the
Commission, the Board of Works, and the Developer.
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9.2 Conflict of Interest; Commission Representatives Not Individually Liable. No
member, official, or employee of the Commission or the City may have any personal interest,
direct or indirect, in this Agreement, nor shall any such member, official, or employee participate
in any decision relating to this Agreement which affects his or her personal interests or the interests
of any corporation, partnership, or association in which he or she is, directly or indirectly,
interested. No member, official, or employee of the Commission or the City shall be personally
liable to the Developer, or any successor in interest, in the event of any default or breach by the
Commission or for any amount which may become due to the Developer, or its successors and
assigns, or on any obligations under the terms of this Agreement. No partner, member, employee,
or agent of the Developer or successors of them shall be personally liable to the Commission under
this Agreement.
9.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the
Commission and the City from and against any third-party claims suffered by the Commission or
the City resulting from or incurred in connection with the Developer’s actions involving the Local
Public Improvements or the Project. Further, the Parties agree that their approval of each other’s
plans or specifications does not create any liability to the approving party, and, to the extent that
such liability may be found, the party that created the plans or specifications shall fully indemnify
the approving party against any claims arising from such plans or specifications.
SECTION 10. MISCELLANEOUS.
10.1 Other Necessary Acts. Each Party shall execute and deliver to the other Party all
such other further instruments and documents as may be reasonably necessary to accomplish the
matters contemplated by this Agreement and to provide and secure to the other Party the full and
complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the
Parties understand and agree that certain actions contemplated by this Agreement may be required
to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including,
but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been
obtained and completed), and that any action by such third parties shall require independent
approval by the respective person, agency, entity, or governing body thereof.
10.2 Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
(a) The Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The Developer agrees
to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause; and
(b) The Developer will state, in all solicitations or advertisements for
employees placed by or on behalf of the Developer, that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or national origin.
10.3 Counterparts. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute one and the
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same instrument. Any electronically transmitted version of a manually executed original shall be
deemed a manually executed original.
10.4 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 mut ual
consent of the Parties.
10.5 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
any 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.
10.6 Notices and Demands. Any notice, demand, or other communication required or
permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be
deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Party’s respective addresses
and representatives stated below.
Developer: Great Lakes Capital Development LLC
7410 Aspect Drive, Suite 100
Granger, IN 46530
Attn: Audra Sieradzki
E-mail: asieradzki@greatlakescapital.com
With a copy to: Rich Deahl
E-mail: rdeahl@greatlakescapital.com
Commission: South Bend Redevelopment Commission
1400S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Executive Director,
South Bend Department of Community Investment
With a copy to: South Bend Legal Department
1200S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
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10.7 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.
10.8 Interpretation; Governing Law. This Agreement was negotiated by the Parties at
arm’s length and each of the Parties hereto has reviewed the Agreement after the opportunity to
consult with independent legal counsel. Neither Party shall be deemed the drafter of the
Agreement, and neither Party shall maintain that the language in this Agreement shall be construed
against any signatory hereto. The captions and Section numbers of this Agreement are for
convenience and in no way define or limit the scope or intent of the Sections of this Agreement.
Further, notwithstanding anything to the contrary herein, no person other than the Parties hereto,
and their permitted assigns, shall have any right of action under this Agreement. This Agreement
is governed by and construed in accordance with the laws of the State of Indiana.
10.9 Attorneys’ Fees. In the event the Commission pursues any legal action (including
arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable
attorneys’ fees and other costs and expenses (including expert witness fees).
10.10 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties herein.
10.11 Tax Advice. Each Party acknowledges and agrees that it is responsible for its own
federal, state, and/or local tax obligations or consequences that may arise from or relate to this
Agreement. Neither Party is relying on any representation that may be made by the other regarding
the tax consequences of the matters contemplated herein and shall hold the other Party harmless
from any adverse tax consequences resulting from any and all provisions of this Agreement.
10.12 Assignment. The Developer’s rights under this Agreement shall be personal to the
Developer and shall not run with the land. None of the Parties shall assign this Agreement without
the prior written approval of the other parties hereto; provided that (a) without the prior written
approval of Developer, the Commission may assign this Agreement to another agency, board,
commission, department and/or instrumentality of the City of South Bend, Indiana; and (b) without
the prior written approval of the Commission, Developer may (i) assign this Agreement to any
affiliate or principal of Developer (which is under common control); or (ii) collaterally assign this
Agreement to its construction financing lender. In the event the Developer seeks the Commission’s
consent to any such assignment, the Developer shall provide to the Commission all relevant
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information concerning the identities of the persons or entities proposed to be involved in and an
explanation of the purposes for the proposed assignment(s).
10.13 Authority. Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
10.14 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.
10.15 Exhibits. All exhibits described herein and attached hereto are incorporated into
this Agreement by reference.
10.16 Entire Agreement. Except for as may be provided in the Purchase Agreement, no
representation, promise, or inducement not included in this Agreement will be binding upon the
Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set
forth in a written instrument signed by the Parties’ authorized representatives.
10.17 Time. Time is of the essence of this Agreement.
Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of
the Effective Date stated above.
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
Troy Warner, Vice President
ATTEST:
______________________________
Vivian Sallie, Secretary
Great Lakes Capital Development LLC
______________________________
Bradley J. Toothaker, Manager
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EXHIBIT A
Description of Project Property
Tax ID No. 018-1003-0125
Parcel Key No. 71-08-12-103-002.000-026
Legal Description: Lots 72 & 73 O P South Bend
Commonly known as: 307 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0107
Parcel Key No. 71-08-01-358-008.000-026
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly known as: 309 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0111
Parcel Key No. 71-08-01-358-007.000-026
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly known as: 321 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0112
Parcel Key No. 71-08-01-358-006.000-026
Legal Description: Lot 169 & 25'N End Lot 170 O P So Bend
Commonly known as: 333 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0101
Parcel Key No. 71-08-01-358-005.000-026
Legal Description: 55'E End Lot 176 O P So Bend
Commonly known as: Parcel immediately east of 336 N. Main Street
Tax ID No. 018-1003-0100
Parcel Key No. 71-08-01-358-001.000-026
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly known as: 336 N. Main Street, South Bend, IN 46601
Tax ID No. 018-1003-0102
Parcel Key No. 71-08-01-358-002.000-026
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly known as: 336 N. Main Street, South Bend, IN 46601
Tax ID No. 018-1003-0103
Parcel Key No. 71-08-01-358-003.000-026
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly known as: 324 N. Main Street, South Bend, IN 46601
Tax ID No. 018-1003-0092
Parcel Key No. 71-08-01-355-006.000-026
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Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly known as: 401 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0093
Parcel Key No. 71-08-01-355-005.000-026
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly known as: 409 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0094
Parcel Key No. 71-08-01-355-004.000-026
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly known as: 413 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0095
Parcel Key No. 71-08-01-355-003.000-026
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13
13/14 Vac Ord#10176-12 10-11-12
Commonly known as: 425 N. Dr. Martin Luther King Jr. Boulevard, South Bend, IN 46601
Tax ID No. 018-1003-0089
Parcel Key No. 71-08-01-355-002.000-026
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly known as: 322 N. Main Street, South Bend, IN 46601
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT B
Project Plan
Subject to the Mutual Project Diligence, the Developer will complete the construction of a
development known as the “Madison Street District” and consisting of each of the following
elements:
Phase 1
• Construction of a 150-unit apartment building that includes workforce housing
units;
• Construction of a 105-bed hotel;
• Construction of flex/office/research/other space measuring at least 35,000 square
feet in size; and
• Construction of a retail space measuring at least 1,400 square feet in size.
Phase 2
• Construction of a 91-unit apartment building that includes workforce housing units;
• Construction of retail space measuring at least 7,000 square feet in size; and
The Developer will complete the work contemplated herein in accordance with the terms and
conditions of this Agreement and in compliance with all applicable laws and regulations.
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EXHIBIT C
Description of Local Public Improvements
Subject to the Mutual Project Diligence, the Commission will complete, or cause to be completed,
the following work in accordance with the terms and conditions of this Agreement and in
compliance with all applicable laws and regulations:
Phase 1
• Construct a cast-in-place concrete parking structure with 625 parking spaces; and
• Make pedestrian crossing improvements on streets on and around the development
site
• Site work to be identified
Phase 2
• Construct a precast concrete parking structure with approximately300 parking
spaces.
Any and all costs associated with improvements in Phase 1 and Phase 2 not explicitly described
this Exhibit and not approved pursuant to Section 4.11 (“Specifications for Local Public
Improvements”) are the sole responsibility of the Developer.
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EXHIBIT D
Form of Temporary Easement
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GRANT OF TEMPORARY EASEMENT
THIS INDENTURE, made as of the _________ of ____________, 2024 (the “Effective
Date”), by and between Great Lakes Capital LLC, with offices at 7410 Aspect Drive, Suite 100,
Granger, IN 46530 (the “Grantor”), and the South Bend Redevelopment Commission, governing
body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227
West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”).
WITNESSETH:
For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt
of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee
a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real
property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and
delivery of certain improvements on the Property (the “Local Public Improvements”), together
with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain
Land Exchange and Development Agreement by and between Grantor and Grantee, dated March
28, 2024 (the “Development Agreement”). Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Development Agreement.
The Easement granted herein shall pertain to the air, surface, and subsurface rights and
interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent
necessary to accomplish and carry out the construction, equipping, and delivery of the Local
Improvements on the Property. The Easement hereby granted includes the right and privilege for
Grantee at reasonable times to clean and remove from said Easement any debris or obstructions
interfering with said Easement.
The Easement granted herein, and its associated benefits and obligations, shall inure to the
benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the
Local Public Improvements.
Notwithstanding anything contained herein to the contrary, unless extended in writing by
Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter,
the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local
Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c)
such earlier date as Grantor and Grantee may agree to in writing.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on
the date shown in the acknowledgment set forth below to be effective as of the Effective Date.
GRANTOR:
Great Lakes Capital LLC
Printed: Bradley J. Toothaker
Its: Managing Member
STATE OF _________________ )
) SS:
COUNTY OF _________________ )
Before me, the undersigned, a Notary Public in and for said State, personally appeared
Bradley J. Toothaker, to me known to be the Managing Member of the Grantor in the above Grant
of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and
voluntary act and deed.
WITNESS my hand and Notarial Seal this __________ day of _______________, 20____.
________________________________________________
___________________________________, Notary Public
Residing in _________________ County, _____________
My Commission Expires: _______________________
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. /s / 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.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT 1
Description of Property
Parcel 1
Key No. 018-1003-0125
Legal Description: Lots 72 & 73 O P South Bend
Commonly Known As: 307 N. Dr. Martin Luther King Jr. Blvd.
Parcel 2
Key No. 018-1003-0107
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly Known As: 309 N Dr. Martin Luther King Jr Blvd
Parcel 3
Key No. 018-1003-0111
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly Known As: 321 N Dr. Martin Luther King Jr Blvd
Parcel 4
Key No. 018-1003-0103
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly Known As: 324 N Main Street
Parcel 5
Key No. 018-1003-0102
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly Known As: 328 N Main Street
Parcel 6
Key No. 018-1003-0100
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly Known As: 336 N Main Street
Parcel 7
Key No. 018-1003-0092
Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 401 N. Martin Luther King Jr. Dr.
Parcel 8
Key No. 018-1003-0093
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 409 N. Martin Luther King Jr. Dr.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
Parcel 9
Key No. 018-1003-0094
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly Known As: 413 N. Martin Luther King Jr. Dr.
Parcel 10
Key No. 018-1003-0095
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13 13/14 Vac
Ord#10176-12 10-11-12
Commonly Known As: 425 N. Martin Luther King Jr. Dr.
Parcel 11
Key No. 018-1003-0089
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly Known As: 410 416 N. Main St.
Parcel 12
Key No. 018-1003-0117
Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend
Commonly Known As: 332 N. Martin Luther King Jr. Dr.
Parcel 13
Key No. 018-1003-0118
Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend
Commonly Known As: 110 E Madison St.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT E
Form of Report to Commission
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
City of South Bend
Department of Community Investment
Answer the below questions and return to the Department of Community Investment.
Project Information
Project Name: __________________________________________________________________
Address: _______________________________________________________________________
Construction Completed to Date:
Project Schedule Update:
Itemized Accounting of Private Investment to Date:
Number of Jobs Created:
Name: _______________________________________
Address: _______________________________________
_______________________________________
Position: _______________________________________
Email: _______________________________________
Signature: _______________________________________ Date: ___________________
Development Agreement Review
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EXHIBIT F
Minimum Insurance Amounts
A. Worker’s Compensation
1. State Statutory
2. Applicable Federal Statutory
3. Employer’s Liability $100,000.00
B. Comprehensive General Liability
1. Bodily Injury
a. $5,000,000.00 Each Occurrence
b. $5,000,000.00 Annual Aggregate Products
and Completed Operation
2. Property Damage
a. $5,000,000.00 Each Occurrence
b. $5,000,000.00 Annual Aggregate
C. Comprehensive Automobile Liability
1. Bodily Injury
a. $500,000.00 Each Person
b. $500,000.00 Each Accident
2. Property Damage
a. $500,000.00 Each Occurrence
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Exhibit G
Option to Purchase Agreement
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OPTION TO PURCHASE AGREEMENT
THIS EXCLUSIVE OPTION TO PURCHASE AGREEMENT (the "Option Agreement") is made
and entered into by and between the South Bend Redevelopment Commission, governing body of
the South Bend Department of Redevelopment ("Commission"), and Great Lakes Capital
Development, LLC, an Indiana Limited Liability Company, with offices at 7410 Aspect Drive, Suite
100, Granger, IN 46530 (the “Developer”) (the Commission and the Developer are each sometimes
referred to herein as a "Party" or collectively as the "Parties").
PRELIMINARY STATEMENT
Developer is the owner of certain real estate, as more particularly described in Exhibit
1 to this Option Agreement (the "Property"). The Parties have entered into a certain Development
Agreement dated March 28, 2024 (the “Development Agreement”) relating to the Developer’s
construction of new housing units, a new hotel, and retail and office space in downtown South
Bend and the Commission’s contribution to the construction of a parking garage on the Property
(the "Development Agreement"). The Parties acknowledge and agree that the Project Plan set forth
in the Development Agreement is one piece of a greater downtown South Bend plan for
development of the Madison Lifestyle District, and if the Developer does not proceed with
completing the Project as set forth in the Development Agreement, the Commission, the City, and
citizens of the South Bend will suffer significant injury. Therefore, if the Project is not completed,
in accordance with the Project Plan set forth in the Development Agreement, the Commission
shall be entitled to an exclusive option to purchase the Project Property (“Option”), if certain
conditions are present, and, in the event of exercise of said Option, Developer agrees to sell the
Property to the Commission, upon the terms and conditions hereinafter set forth. Unless otherwise
specified herein, all capitalized terms have the meaning set forth in the Development Agreement.
In consideration of the mutual promises contained in this Option Agreement, the Parties
agree to the following:
AGREEMENT
1. Exclusive Option to Purchase. The Developer hereby grants the Commission the
exclusive Option to purchase the Property, subject to the terms and conditions set forth herein.
The Option must be exercised by Commission, if at all, no later than one year after the trigger
events set forth in the Development Agreement (the “Option Period”), which shall occur if:
a. The conditions set forth in Section 3.2 of the Development Agreement that must be
satisfied or waived in writing prior to execution of the Notice of Commence cannot be
fulfilled and the Developer elects to terminate the Development Agreement as a result,
or
b. Developer fails to (1) complete Phase 1 or Phase 2 of the Project by the Mandatory
Completion Dates set forth in Section 4.6 of the Development Agreement, or (2)
expend the full amount of Private Investment as defined in Section 1.4 of the
Development Agreement for the Project by the end of the Mandatory Completion
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Dates.
As a consideration for this Option, the parties acknowledge that the Commission will pay the
Funding Amount and construct the Local Public Improvements as set forth in the Development
Agreement (the “Option Payment”).
2. Exercise of Option. Commission may exercise the Option by giving notice to the
Developer in writing during the Option Period in the manner provided for the giving of notices in
Section 10 of this Option Agreement.
3. Purchase Price. In the event of exercise, the Commission shall purchase from
Developer and Developer shall sell to the Commission, the Property for the purchase price of One
Dollar ($1.00), as well as any costs typically paid by the seller at closing, including but not limited
to taxes, closing costs, and transfer fees (the "Purchase Price").
4. Purchase Agreement and Closing. If the Option is exercised, the Commission and
Developer will promptly negotiate the terms of a purchase agreement for the Property, which shall
include the Purchase Price and shall specify that the Commission shall accept Property described
in Exhibit 1, as-is with all faults. The Commission and its counsel shall be responsible for
preparing the initial draft of the purchase agreement, which will be in a form customary for
transactions of similar scope and significance to the Parties and, with the exception of the
foregoing, will include customary representations, warranties, indemnities, covenants, customary
conditions of closing and other customary matters. At closing, Developer shall deliver a warranty
deed free and clear of all encumbrances excepting and subject to all legal highways, applicable
zoning ordinances, and easements of record and real estate taxes and assessments prorated in
accordance with local custom.
5. Recording of Memorandum. The Parties shall concurrently herewith execute,
record and place of record a memorandum of this Option Agreement in the office of the County
Recorder of St. Joseph County, Indiana.
6. Governing Law and Jurisdiction. This Option Agreement will be governed by
Indiana law, without regard to principles of conflicts of law. Any dispute between the Parties shall
be heard in any court of competent jurisdiction in St. Joseph County, Indiana.
7. Benefit of the Parties. This Option Agreement is made solely for the benefit of the
Parties, and no one else shall acquire or have any right under (or by virtue of) this Option
Agreement.
8. Binding Effect and Assignment. This Option Agreement shall be binding upon and
inure to the benefit of the Parties and to their respective successors and assigns. The rights and
obligations contained in this Option Agreement shall not be assigned by either Party.
9. Amendment. This Option Agreement may only be amended or modified as may
be agreed upon in writing by all Parties.
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10. Notices. All notices and other communications hereunder shall be in writing and
shall be furnished by hand delivery or by registered or certified mail to the Parties at the addresses
set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses
shown below, addressed as follows:
If to the Commission, to:
South Bend Redevelopment Commission
c/o Department of Community Investment
227 W. Jefferson Blvd., Suite 1400 S.
South Bend, IN 46601
Attn: Executive Director
With a copy to:
City of South Bend Department of Law
227 W. Jefferson Blvd., Suite 1200 S.
South Bend, IN 46601
Attn: Corporation Counsel
If to Developer, to:
Great Lakes Capital Development LLC
7410 Aspect Drive, Suite 100
Granger, IN 46530
Attn: Audra Sieradzki
E-mail: asieradzki@greatlakescapital.com
With a copy to:
Rich Deahl
E-mail: rdeahl@greatlakescapital.com
11. Severability. If any term, provision, covenant or restriction contained in
this Option Agreement that is intended to be binding and enforceable is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions contained in this agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
12. 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
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party asserted to have granted such waiver.
13. Authority. Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
14. Time. Time is of the essence of this Agreement.
15. Entire Agreement. The Parties acknowledge that upon final execution of this
Option Agreement, all previous statements, proposals, offers and information and any oral
statements or understandings are hereby rendered void, null, and of no legal consequence
in connection with the subje ct matter hereof and that this Option Agreement represents
an expression of the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous written or oral agreements or
understandings of any kind between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Option to
Purchase Agreement on the ____ day of ___________________ 2024.
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
Troy Warner, Vice President
ATTEST:
______________________________
Vivian Sallie, Secretary
GREAT LAKES CAPITAL
DEVELOPMENT LLC
______________________________
Bradley J. Toothaker, Manager
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EXHIBIT 1
Property Description
Parcel 1
Key No. 018-1003-0125
Legal Description: Lots 72 & 73 O P South Bend
Commonly Known As: 307 N. Dr. Martin Luther King Jr. Blvd.
Parcel 2
Key No. 018-1003-0107
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly Known As: 309 N Dr. Martin Luther King Jr Blvd
Parcel 3
Key No. 018-1003-0111
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly Known As: 321 N Dr. Martin Luther King Jr Blvd
Parcel 4
Key No. 018-1003-0103
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly Known As: 324 N Main Street
Parcel 5
Key No. 018-1003-0102
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly Known As: 328 N Main Street
Parcel 6
Key No. 018-1003-0100
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly Known As: 336 N Main Street
Parcel 7
Key No. 018-1003-0092
Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 401 N. Martin Luther King Jr. Dr.
Parcel 8
Key No. 018-1003-0093
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 409 N. Martin Luther King Jr. Dr.
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Parcel 9
Key No. 018-1003-0094
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly Known As: 413 N. Martin Luther King Jr. Dr.
Parcel 10
Key No. 018-1003-0095
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13 13/14 Vac
Ord#10176-12 10-11-12
Commonly Known As: 425 N. Martin Luther King Jr. Dr.
Parcel 11
Key No. 018-1003-0089
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly Known As: 410 416 N. Main St.
Parcel 12
Key No. 018-1003-0117
Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend
Commonly Known As: 332 N. Martin Luther King Jr. Dr.
Parcel 13
Key No. 018-1003-0118
Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend
Commonly Known As: 110 E Madison St.
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Exhibit H
Memorandum of Option Agreement
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MEMORANDUM OF OPTION AGREEMENT
This Memorandum of Option Agreement (this “Memorandum”) is entered into as of the
_____ day of _________________, 2024 (the “Effective Date”), by and between South Bend
Redevelopment Commission, governing body of the Department of Redevelopment of the City of
South Bend, Indiana (the “Commission”), and Great Lakes Capital Development, LLC, an Indiana
Limited Liability Company, with offices at 7410 Aspect Drive, Suite 100, Granger, IN 46530 (the
“Developer”) (the Commission and the Developer are each sometimes referred to herein as a
"Party" or collectively as the "Parties").
WITNESSETH
WHEREAS, the Developer is the owner of that certain real estate situated in the City of
South Bend, County of St. Joseph and State of Indiana, comprising 13 parcels which are more
particularly described on Exhibit 1, attached hereto and made a part hereof as if fully rewritten
herein (the “Property”); and
WHEREAS, as of the date hereof, the Commission and the Developer entered into an
Option Agreement (the “Agreement”) whereby the Developer granted the Commission an
exclusive option (the “Option”) to purchase the Property (the “Option Property”) upon terms and
conditions more particularly set forth in the Agreement, and pursuant to the terms of a certain
Development Agreement between the Parties dated March 28, 2024 (the “Development
Agreement”); and
WHEREAS, the parties are desirous of placing their interests therein as a matter of record.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and the
parties intending to be legally bound thereby, the parties hereto hereby agree as follows:
1. The term of the Option commenced upon the Effective Date and shall continue until
the Developer completes Phase 1 and Phase 2 of the Project by the Mandatory Completion Dates set
forth in Section 4.6 of the Development Agreement and expends the full amount of Private
Investment as defined in Section 1.4 of the Development Agreement for the Project by the end of
the Mandatory Completion Dates, which must be evidenced by a Certificate of Completion, unless
earlier terminated pursuant to terms set forth in the Agreement.
2. This Memorandum may be executed in any number of counterparts, each of which
counterpart, when so executed and delivered, shall be an original, but all such counterparts when
taken together shall constitute but one and the same Memorandum.
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3. The recitals set forth above are true and correct and are hereby incorporated herein
by reference.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and
year first above written.
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Troy Warner, Vice President
ATTEST:
By:
Vivian Sallie, Secretary
STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally appeared
Troy Warner and Vivian Sallie, known by me to be Vice President and Secretary, respectively, of
the Commission in the foregoing Memorandum, and who, in such capacity, acknowledged the
execution of the same, being authorized so to do.
WITNESS my hand and Notarial Seal this day of _______________, 2024.
____________________________________
____________________, Notary Public
Residing in County, IN
My Commission Expires: _______________________
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GREAT LAKES CAPITAL DEVELOPMENT LLC
Bradley J. Toothaker, Managing Member
STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said State, personally
appearedBradley J. Toothaker, to me known to be the Managing Member of the Developer in the
above Memorandum of Option and acknowledged the execution of the same as his free and
voluntary act and deed.
WITNESS my hand and Notarial Seal this day of _______________, 2024.
____________________________________
____________________, Notary Public
Residing in County, IN
My Commission Expires: _______________________
This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, Indiana, 227 W. Jeffers on Boulevard,
1200S, South Bend, Indiana 46601.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this do cument, unless required
by law. /s/ Danielle Campbell Weiss
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EXHIBIT 1
Property Description
Parcel 1
Key No. 018-1003-0125
Legal Description: Lots 72 & 73 O P South Bend
Commonly Known As: 307 N. Dr. Martin Luther King Jr. Blvd.
Parcel 2
Key No. 018-1003-0107
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly Known As: 309 N Dr. Martin Luther King Jr Blvd
Parcel 3
Key No. 018-1003-0111
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly Known As: 321 N Dr. Martin Luther King Jr Blvd
Parcel 4
Key No. 018-1003-0103
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly Known As: 324 N Main Street
Parcel 5
Key No. 018-1003-0102
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly Known As: 328 N Main Street
Parcel 6
Key No. 018-1003-0100
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly Known As: 336 N Main Street
Parcel 7
Key No. 018-1003-0092
Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 401 N. Martin Luther King Jr. Dr.
Parcel 8
Key No. 018-1003-0093
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 409 N. Martin Luther King Jr. Dr.
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Parcel 9
Key No. 018-1003-0094
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly Known As: 413 N. Martin Luther King Jr. Dr.
Parcel 10
Key No. 018-1003-0095
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13 13/14 Vac
Ord#10176-12 10-11-12
Commonly Known As: 425 N. Martin Luther King Jr. Dr.
Parcel 11
Key No. 018-1003-0089
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly Known As: 410 416 N. Main St.
Parcel 12
Key No. 018-1003-0117
Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend
Commonly Known As: 332 N. Martin Luther King Jr. Dr.
Parcel 13
Key No. 018-1003-0118
Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend
Commonly Known As: 110 E Madison St.
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EXHIBIT I
Description of Developer Property
LOTS NUMBERED 289, 290 AND 291 AS SHOWN ON THE ORIGINAL PLAT OF THE
TOWN, NOW CITY OF SOUTH BEND, TOGETHER WITH THE SOUTH HALF OF THE
VACATED ALLEY LYING NORTH AND ADJACENT TO SAID LOT 291, IN THE OFFICE
OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA.
ALSO, THE RIGHTS AND BENEFITS OF AN AGREEMENT BY AND BETWEEN THE
NATIONAL BANK AND TRUST COMPANY OF SOUTH BEND, ROBERTSON BROS.
DEPARTMENT STORE, INC., AN INDIANA CORPORATION AND NATIONAL AUTO-
PARK, INC., RECORDED NOVEMBER 16, 1965 AS MISCELLANEOUS RECORD 217, PAGE
170 OF THE ST. JOSEPH COUNTY RECORDS. FIRST AMENDMENT TO AGREEMENT BY
AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR IN
INTEREST TO THE NATIONAL BANK AND TRUST COMPANY OF SOUTH BEND, AND
COYNE INVESTMENTS, LLC, AS SUCCESSOR IN INTEREST TO NATIONAL AUTO-
PARK, INC., RECORDED JANUARY 30, 2012 AS INSTRUMENT NUMBER 1202558 OF THE
ST. JOSEPH COUNTY RECORDS.
ALSO, THE RIGHTS AND BENEFITS OF A GRANT OF EASEMENT BY AND BETWEEN
THE CITY OF SOUTH BEND, INDIANA, A MUNICIPAL CORPORATION, AND NATIONAL
AUTOPARK, INC., AN INDIANA CORPORATION, DATED JUNE 22, 1992 AND
RECORDED JUNE 28, 1992 AS INSTRUMENT NUMBER 9223119 OF THE ST. JOSEPH
COUNTY RECORDS.
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EXHIBIT J
[Form of Real Estate Purchase Agreement]
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