HomeMy WebLinkAbout5A5 Real Estate Purchase Agreement (GLC)
REAL ESTATE PURCHASE AGREEMENT PAGE 1
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into
on March 28, 2024 (the “Effective Date”), by and between 112 West Jeff LLC, an Indiana limited
liability company (“Seller”) and City of South Bend, Department of Redevelopment, acting by
and through its governing body, the South Bend Redevelopment Commission (“Purchaser”).
Seller and Purchaser are each referred to herein as a “Party” and together as the “Parties”.
BACKGROUND
A. Seller owns (i) the property commonly known as the Wayne Street Garage, located
at 119 West Wayne Street, South Bend, Indiana, and legally described on Exhibit
A, attached hereto (the “Property”), and (ii) rights as Landlord under those certain
lease agreements encumbering the Property (the “Leases”).
B. Purchaser exists and operates pursuant to the Redevelopment of Cities and Towns
Act of 1953, as amended, cited as Indiana Code § 36-7-14 (the “Act”).
C. In furtherance of its purposes under the Act, Purchaser desires to purchase from
Seller, and Seller desires to sell to Purchaser, the Property together with all rights,
privileges and appurtenances pertaining thereto and all rights under the Leases in
connection therewith (collectively, “Rights”), all in accordance with the terms and
conditions of this Agreement.
D. The Property is situated in the River West Development Area and is set forth on
the acquisition list related thereto, pursuant to Purchaser’s Resolution No. 550.
E. Seller desires to sell the Property to the Purchaser in accordance with this
Agreement and the Act.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Background. The background provisions above are incorporated into the body of
this Agreement as if fully set forth herein and made a part hereof.
2. Purchase and Sale of Property. On the Closing Date (defined below), subject to
the terms and conditions of this Agreement, Seller agrees to sell, convey, assign and transfer to
Purchaser and Purchaser agrees to purchase from Seller, the Property and Rights.
3. Purchase Price and Payment Terms. The purchase price for the Property and
Rights shall be Two Million Seven Hundred Fifty Thousand Dollars ($2,750,00.00) (the “Purchase
Price”). The Purchase Price (subject to any adjustments, credits or prorations set forth herein)
shall be paid at Closing (as defined below).
4. Date of Closing. The closing on the purchase and sale of the Property and Rights
(the “Closing”) shall take place at 10:00 a.m. on or before the ninetieth (90th) day after the
Effective Date (the “Closing Date”) in the offices of Fidelity National Title Insurance Corporation
REAL ESTATE PURCHASE AGREEMENT PAGE 2
at 4215 Edison Lakes Parkway, Mishawaka, IN 46545 (the “Title Company”) or on such other
date or at such other time or place or manner (e.g. by correspondence) as is mutually agreed upon
by the parties.
5. Title Commitment & Survey.
(a) Within seven (7) days after the date this Agreement is signed by both
Parties, Seller shall order and request to be furnished to Purchaser, at Seller’s cost, a
commitment for an ALTA Owner’s Title Insurance Policy issued through the Title
Company for the full amount of the Purchase Price, along with all documents listed as
exceptions therein (the “Commitment”); provided, however, that Purchaser shall be
responsible to obtain and pay the associated cost for any title insurance endorsements or
lender’s policy that it may require. In addition, during such seven (7) day period, Seller
agrees to provide Purchaser with (i) a copy of any survey of the Property currently in
Seller’s possession and/or control, if any, and to permit Purchaser to obtain (at any time) a
survey of the Property (“Survey”) at Purchaser’s sole cost and expense, from a licensed
professional surveyor, (ii) copy of the Leases, together with any amendments thereto, (iii)
environmental reports (if any) currently in Seller’s possession and/or control, (iv) permits,
licenses, equipment leases, warranties, (v) engineering reports, and (vi) any additional
documents in Seller’s current possession and control which materially relate to the Property
(“Seller Documents”). Upon delivery of all Seller Documents, Seller agrees to provide
notice to Purchaser confirming that such delivery is complete.
(b) Prior to Closing, the Commitment shall show in Seller, good and
merchantable title to the Property, in fee simple, free and clear of all liens and
encumbrances other than the following exceptions: (i) zoning and building laws,
ordinances and regulations; (ii) legal streets and highways; (iii) building setback lines,
rights-of-way and covenants, restrictions, conditions, and easements of record; (iv) the lien
of real estate taxes which are not then due and payable; (v) those certain Leases with respect
to the Property between Seller, as landlord; (vi) matters as would be disclosed by a current
and accurate survey and physical inspection of the Property, and (vii) any encumbrances
created by or existing due to actions of or with consent Purchaser (collectively, the
“Permitted Exceptions”). At or as soon as reasonably practicable after Closing, an owner’s
title insurance policy in conformance with the Commitment indicating the release of all
mortgage liens, if any, shall be provided to Purchaser at Seller’s cost.
(c) Review of Title Commitment and Survey. Purchaser shall, within the fifteen
(15) days after delivery of the Commitment, provide Seller with written notice of any
objections to the Commitment and/or Survey, other than the Permitted Exceptions.
(d) Cure of Defects. If Purchaser raises any such objections to the Commitment
and/or Survey within the period set forth in Section 5(c) above, Seller shall have fifteen
(15) days after receipt of Purchaser’s objections to notify Purchaser that Seller will remove
or cause the Title Company to insure against any such objectionable exceptions. If Seller
gives Purchaser notice that Seller cannot or will not cause an objectionable exception to be
removed, Purchaser shall provide a written notice to Seller, within fifteen (15) days after
receipt of Seller’s notice regarding the objectionable exception, to either proceed with the
REAL ESTATE PURCHASE AGREEMENT PAGE 3
purchase and take title to the Property subject to such exceptions, or terminate this
Agreement after which neither Party would have any further obligations hereunder.
6. Due Diligence Investigation.
(a) For a period of ninety (90) days after the Effective Date (the “Inspection
Period”), Purchaser may review the Seller Documents, Commitment and Survey and
inspect, examine, and survey the Property, including without limitation, the right to
conduct studies and obtain engineering reports and otherwise do feasibility studies as it
deems necessary regarding the operations of the Property, including review of leases,
occupancy, rent rolls and historical operating performance, and such other matters as
Purchaser may determine in its reasonable discretion.
(b) In connection with the investigation under Section 6(a), Seller grants to
Purchaser and its agents, employees and contractors the right to enter upon the Property, at
all reasonable times during the Inspection Period, to conduct Purchaser’s diligence.
Notwithstanding the foregoing, Purchaser will notify Seller’s diligence contact prior to any
entry and will not unreasonably interfere with or disrupt other tenants’ business operations
or other use at the Property. Purchaser will hold Seller harmless from and against any
damage, injury, claim or lien caused by the activities of Purchaser or its agents on the
Property.
7. Right to Terminate. During the Inspection Period, if a mutually agreed to
appraiser licensed in the State of Indiana and qualified to provide appraisals of parking garage
structures reasonably determines in their professional judgment that the value of the Property is
less than ninety percent (90%) of the Purchase Price, then Purchaser may elect to terminate this
Agreement at any time prior to the expiration of the Inspection Period by providing written notice
to Seller, in which case neither party shall have any continuing rights or obligations hereunder.
8. As Is, Where Is Condition of Property. The Parties acknowledge that Purchaser
has had or will be provided full and open access to conduct any and all investigations and
inspections it deemed necessary or desirable under the circumstances to evaluate the Property
(subject to the rights of the tenants under the Leases). Purchaser acknowledges and agrees that the
Purchaser is accepting the Property in its present condition “AS IS, WHERE IS”. Purchaser
acknowledges that except for title to the Property or representations specifically set forth herein,
Seller has not made, and does not make, and specifically negates and disclaims any representations,
warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever,
whether express or implied, oral or written, past, present or future, concerning the Property
including, without limitation (i) the income to be derived from the Property, (ii) the suitability of
the Property for any and all activities and uses which Purchaser may conduct, (iii) the habitability,
merchantability, marketability, profitability or fitness for a particular purpose of the Property, (iv)
the environmental or general condition, manner, state of repair of lack of repair of the Property, or
(v) the compliance of or by the Property with any laws, rules, ordinances or regulations of any
applicable governmental authority or body.
9. Obligations of Parties at Closing. At the Closing, the parties hereby shall satisfy
and perform the following:
REAL ESTATE PURCHASE AGREEMENT PAGE 4
(a) Seller shall execute and deliver to Purchaser the following items: (i) a
limited warranty deed conveying title to the Property to Purchaser in the general form
attached as Exhibit B; (ii) an Indiana Sales Disclosure form (if applicable); (iii) closing
statement; (iv) all keys to the Property; and (vii) any other document(s) reasonably required
from Seller by the Title Company in order to issue an owner’s policy of title insurance
based on the Commitment
(b) In addition to the deliveries in Section 9(a), Seller also agrees at Closing to
deliver a general assignment and assumption agreement in the form attached at Exhibit C
to assign to Purchaser (i) all rights of Seller and for Purchaser’s assumption of rights and
obligations under, in and to the Leases and all licenses and other agreements to occupy all
or any part of the Property, (ii) all rents and other sums due, accrued, or to become due
under the Leases, all guarantees by third parties of the tenant’s obligations under said
Leases, and all lease security and other deposits, if any; (iii) all permits, approvals,
authorizations, disclosure documents, and certificates of occupancy, issued by any federal,
state, county, or other governmental authority relating to the use, maintenance,
construction, improvement, or occupancy of the Property; and (iv) all unexpired claims,
warranties, and guarantees, if any, received in connection with the improvement of the
Property (the “Warranties”), to the extent such rights are assignable.
(c) Purchaser shall deliver to Seller the following items: (i) payment of the
Purchase Price in accordance with Section 3 hereof; (ii) a closing statement; (iii) an Indiana
Sales Disclosure form (if applicable), (iv) an assumption of all rights and obligations under
the Leases, and (v) any other document(s) reasonably required from Purchaser by the Title
Company in order to complete the sale of the Property and close the transaction,
10. Representations of Seller. Seller represents to Purchaser, which representations
shall not survive Closing, are as follows:
(a) Authority to Enter into Agreement. Seller has full power and authority to
enter into and carry out the terms and provisions of this Agreement and the transactions
contemplated hereby, including the sale, assignment, transfer, conveyance and delivery of
the Property and Rights to Purchaser, without obtaining the approval or consent of any
other party. Seller’s execution, delivery and performance of this Agreement and all other
agreements or instruments contemplated hereby, including the sale, assignment, transfer,
conveyance and delivery of the Property and Rights, will be the legal, valid and binding
obligations of Seller enforceable in accordance with their terms.
(b) No Liens. Seller holds fee simple title to the entire Property and Rights and
to Seller’s actual knowledge and without any independent investigation, inquiry or
investigation, there are no recorded or unrecorded mortgage, judgment or similar liens,
security interests or other encumbrances against the Premises which will not be satisfied at
or prior to Closing.
(c) Litigation. To Seller’s actual knowledge and without any independent
investigation, inquiry or investigation, there is no action, temporary restraining order,
injunction, suit, or proceeding, at law or in equity, or before or by a judicial or
administrative court or agency, relating to the Property or Rights, including but not limited
REAL ESTATE PURCHASE AGREEMENT PAGE 5
to the United States Environmental Protection Agency, relating to hazardous substances or
hazardous wastes having been placed, held, located, released, disposed, stored or dumped
on or at the Property.
(d) Contracts and Agreements. Seller is not a party to any executed, valid and
binding contract to sell the Property or Rights other than this Agreement. Seller is not a
party to any other contract, agreement, or other commitment which is directly related to
the Property (other than the Leases or as listed as Permitted Exceptions) that will be binding
following closing.
(e) Leases. All Leases provided to Purchaser are in full force and effect and to
Seller’s actual knowledge, other than as may be reflected on a rent roll of Leases and
without any independent investigation, inquiry, or investigation, neither Seller nor any
tenant is in violation of any lease. Seller has not received advanced payment of rent other
than those monthly rents paid in advance. Seller shall have provided a rent roll of Leases
to Purchaser prior to this agreement’s execution and also at the Closing.
At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties
of Seller in this Agreement remain true and correct as of the Closing, except for any changes in
any such representations or warranties that occur and are disclosed by Seller to Purchaser expressly
and in writing at any time upon their occurrence (prior to Closing). If there is any change in any
representation or warranty and Seller does not cure or correct such changes prior to the Closing,
then Purchaser may, at Purchaser 's option, (i) close and consummate the transaction contemplated
by this Agreement, or (ii) terminate this Agreement by written notice to Seller and thereafter the
parties hereto shall have no further rights or obligations hereunder.
11. Representations of Purchaser. Purchaser represents and warrants to Seller the
following as of the date of this Agreement: Purchaser has the right, power and authority to enter
into this Agreement and to perform its obligation hereunder and the execution and delivery of this
Agreement by Purchaser shall not violate, or put Purchaser in default under any agreement,
contract, instrument, mortgage, indenture or other similar document binding upon Purchaser.
Purchaser’s execution, delivery and performance of this Agreement and all other agreements or
instruments contemplated hereby, including the purchase and assumption of the Property and
Rights, will be the legal, valid and binding obligations of Purchaser enforceable in accordance
with their terms. In the event that any one or more of the foregoing warranties or representations
shall be untrue as of the date hereof and/or as of Closing, the same shall be deemed a default
hereunder by Purchaser entitling Seller to pursue any and all remedies on account thereof provided
hereunder and/or at law or in equity.
12. Risk of Loss, Condemnation or Destruction. Risk of loss shall remain on Seller
prior to Closing. If prior to the Closing of this transaction, all or any substantial part of the Property
is condemned, damaged or destroyed, Purchaser shall have the option of either applying the
proceeds of any condemnation award or insurance policies to reduce the total purchase price
payable by Purchaser herein or terminating this Agreement by delivering written notice of
termination pursuant to this Section to Seller within ten (10) days of the date Seller notifies
Purchaser in writing of such condemnation, damages or destruction.
13. Prorations at Closing. The Parties agree that (i) Seller shall provide Purchaser a
REAL ESTATE PURCHASE AGREEMENT PAGE 6
credit against the Purchase Price in an amount equal to any rent received by Seller under the Leases
related solely to time periods from and after Closing and (ii) Purchaser shall provide Seller with a
credit for any rent which should have been received by Seller under the Leases related solely to
time periods up to the Closing. The Parties agree that expenses, such as utility expenses serving
the Property shall be prorated such that Seller receives rent and is responsible for all such expenses
related to periods prior to Closing, and Purchaser receives rent and is responsible for such services
provided on and after Closing.
14. Remedies.
(a) Rights of Seller . In the event that Purchaser fails to purchase the Property
in accordance with the terms and conditions of this Agreement, or otherwise defaults in
the performance of Purchaser’s obligations pursuant to this Agreement, for any reason
whatsoever, other than Seller’s default or as otherwise permitted hereunder, Seller shall
have the right to pursue any and all remedies available to it including, without limitation,
specific performance of this Agreement.
(b) Rights of Purchaser . In the event that Seller shall default in the
performance of Seller’s obligations hereunder at or prior to Closing, for any reason
whatsoever, other than Purchaser’s default or as otherwise permitted hereunder, Purchaser,
at Purchaser’s option, may (i) purchase the Property notwithstanding such default pursuant
to the remaining terms and provisions of this Agreement, in which event such default shall
be waived, or (ii) shall have the right but not the obligation to pursue any and all remedies
available to it including, without limitation, specific performance of this Agreement;
provided that any suit for specific performance must be filed and served within sixty (60)
days of Seller’s default and Purchaser hereby waives the right to bring suit at any later date.
Purchaser shall give Title Company and Seller written notice of Purchaser’s election of
such remedy.
(c) Additional Rights. The non-breaching Party shall, in addition to the above
remedies, be entitled to recover from the breaching Party its attorney fees, expenses and
costs (collectively, “Costs”) arising from such breach and incurred in enforcing this
Agreement.
15. Costs and Expenses. Except as otherwise provided for herein, Seller and
Purchaser shall each be responsible for their own costs and expenses incurred in connection with
the preparation, execution and delivery of this Agreement, including expenses and their respective
representatives, agents and professional advisors. At Closing, the Parties agree to share, equally,
standard closing costs charged by the Title Company to close this transaction. Seller agrees to pay
for all costs of releasing and recording any releases and the owner’s policy of title insurance.
Purchaser agrees to pay for any and all costs to record any mortgages related to the Property, the
deed, and any expenses for a lender’s policy of title insurance.
16. Brokerage Services. Each Party represents and warrants to the other that it has
dealt with no broker, finder or other person with respect to this Agreement contemplated for the
purchase and sale of the Property and that no other broker will be entitled to a commission with
regard to this transaction. The Parties agree to indemnify each other from and against any claims
REAL ESTATE PURCHASE AGREEMENT PAGE 7
related to its breach of the foregoing representation.
17. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) Purchaser may not assign this Agreement without first obtaining Seller’s
advance written consent; and any assignment in contravention of this provision shall be
void. Notwithstanding the foregoing, Purchaser may assign this Agreement to any related
or affiliated entity without Seller’s advance consent but with advance written notice to
Seller; and regardless of consent, no assignment shall release the Purchaser herein named
from any obligation or liability under this Agreement. Any permitted assignee shall be
deemed to have made any and all representations and warranties made by Purchaser or
Seller hereunder, as if the assignee were the original signatory hereto. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of Purchaser and
Seller and their successors and permitted assigns.
(c) If any term or condition of this Agreement is found to be invalid or
unenforceable, the remainder of the Agreement shall not be affected thereby.
(d) This Agreement constitutes the entire agreement between the parties with
respect to the transaction contemplated herein, and, unless specified otherwise in this
Agreement, no representation, inducement, promises or prior agreements, oral or written,
between the Parties or made by any agent on behalf of the Parties or otherwise shall be of
any force or effect. This Agreement embodies the entire agreement between the parties and
supersedes all prior agreements relating to the purchase and sale of the Property. This
Agreement may be amended or supplemented only by an instrument in writing executed by
both Parties hereto.
(e) This Agreement shall be construed and interpreted under the laws of the
State of Indiana, without regard to conflicts of law principles.
(f) The provisions of this Agreement shall not merge into the documentation
from this transaction and shall survive and not merge into the Closing of this transaction
and the execution and delivery of the deed pursuant hereto.
(g) Notice from one party to another relating to this Agreement shall be deemed
effective if made in writing (including telecommunications) and delivered to the recipient’s
address or email set forth below by any of the following means: (i) hand delivery; (ii)
registered or certified mail, postage prepaid, with return receipt requested; (iii) first class
or express mail, postage prepaid; (iv) Federal Express or like overnight courier service; or
(v) email or other digital transmission with request for assurance of receipt in a manner
typical with respect to communications of that type. All notice shall be deemed effective
upon delivery.
REAL ESTATE PURCHASE AGREEMENT PAGE 8
“Purchaser” “Seller”
South Bend Redevelopment Commission
1400 S. 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
1200 S. County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
112 WEST JEFF LLC
c/o Great Lake Capital Management
Attn: Rich Deahl
7410 Aspect Drive, Suite 100
Granger, IN 46530
Email: rdeahl@greatlakescapital.com
(h) Purchaser and Seller shall, at the time of Closing, execute such other papers
and documents as may be legally necessary or reasonably required by the Title Company
in order to close the transaction.
(i) This Agreement may be executed in multiple counterparts, each of which
shall be considered an original with counterparts signed by one party when combined with
the counterparts signed by the party to this Agreement constituting an original contract.
(j) The undersigned representatives of Purchaser and Seller warrant that each
has the right and authority on behalf of the Purchaser and Seller, respectively, to execute
this Agreement and to make the agreements contained herein.
(k) This Agreement shall be binding only if and upon the execution hereof by
both Parties.
(l) The obligations of Seller under this Agreement and under all of the
documents referenced herein are intended to be binding only on the assets of Seller and
shall not be personally binding upon, nor shall any resort be had to, the private properties
of any member of Seller or any trustee, partner, member, manager, officer, director,
employee or affiliate of Seller.
[Signature Page Follows]
REAL ESTATE PURCHASE AGREEMENT PAGE 9
IN WITNESS WHEREOF, a duly authorized representative of the parties has executed and
delivered this Real Estate Purchase Agreement on the date set forth opposite the name of each but
effective as of the Effective Date.
Dated: ________________________
Dated: ________________________
Dated: ________________________
“Purchaser”
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
TROY WARNER, VICE PRESIDENT
ATTEST:
______________________________
VIVIAN SALLIE, SECRETARY
“Seller”
112 WEST JEFF, LLC
BY: GREAT LAKES CAPITAL MANAGEMENT,
LLC
ITS: MANAGER
BY:
PRINTED: BRADLEY J. TOOTHAKER
ITS: MANAGING MEMBER
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
3/30/2024
EXHIBITS
EXHIBIT A
DESCRIPTION OF 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.
EXHIBITS
EXHIBIT B
FORM LIMITED WARRANTY DEED
[attached]
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
__________________
__________________
__________________
__________________
Parcel Key No:
71-08-12-157-002.000-026
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
LIMITED WARRANTY DEED
THIS INDENTURE WITNESSETH, that 112 West Jeff, LLC, an Indiana limited liability
company (the “Grantee”), for the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the following
described real estate in St. Joseph County, in the State of Indiana, which is legally described on
Exhibit A attached hereto and made apart hereof (the “Real Estate”).
This conveyance of the Real Estate is subject to: (i) zoning and building laws, ordinances
and regulations; (ii) legal streets and highways; (iii) building setback lines, rights-of-way and
covenants, restrictions, conditions, and easements of record; (iv) the lien of real estate taxes and
assessments which are not now due and payable; (v) rights of tenants in possession under
unrecorded leases; (vi) matters as would be disclosed by a current and accurate survey and physical
inspection of the Real Estate, and (vii) any encumbrances created by or existing due to actions of
or with consent Grantee.
TO HAVE AND TO HOLD the Real Estate to Grantee and Grantee's successors and
assigns forever. Grantor covenants and warrants as its sole warranty of title that said Real Estate
is free of any encumbrance made or suffered by said Grantor except any set forth above, and that
Grantor and Grantor's successors shall warrant and defend the same to said Grantee and said
Grantee's successors and assigns forever, against the lawful claims and demands of all persons
claiming by, though, or under the said Grantor, but against none other.
The undersigned person executing this Limited Warranty Deed on behalf of Grantor
represents and certifies that the undersigned is a duly authorized officer of Grantor and has been
fully empowered to execute and deliver this Limited Warranty Deed; that Grantor has full
corporate power and authority to convey the Real Estate; and that all necessary action for the
making of such conveyance has been taken and done.
IN WITNESS WHEREOF, the Grantor has caused this Limited Warranty Deed to be
executed on _________________, 2024.
112 WEST JEFF, LLC
BY: GREAT LAKES CAPITAL MANAGEMENT, LLC
ITS: MANAGER
By:
Printed: Bradley J. Toothaker
Its: Managing Member
STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )
Before me, a Notary Public in and for said County and State, personally appeared Bradley
J. Toothaker, Managing Member of Great Lakes Capital Management, LLC, the Manager of 112
West Jeff, LLC, as Grantor, who acknowledged execution of the foregoing Limited Warranty Deed
for and on behalf of said entity.
Witness my hand and Notarial seal on ____________, 2024.
(SEAL)
(signature)
Notary Public
My Commission Expires: My County of Residence:
This instrument prepared by Matthew C. Deputy, Great Lakes Capital, 7410 Aspect Drive, Suite 100; Granger, IN
46530. 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/ Matthew C. Deputy.
EXHIBIT A
DESCRIPTION OF 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.
EXHIBITS
EXHIBIT C
FORM ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of
_____________, 2024, by and between 112 West Jeff, LLC, an Indiana limited liability company
(“Assignor”), City of South Bend, Department of Redevelopment, acting by and through its
governing body, the South Bend Redevelopment Commission (“Assignee”).
All capitalized terms used in this Agreement and not otherwise defined herein shall have
the meanings set forth in that certain Real Estate Purchase Agreement, dated March 28, 2024, by
and between Assignor and Assignee. For good and valuable consideration, the receipt and suffi -
ciency of which are hereby acknowledged, Assignor hereby transfers and assigns unto Assignee,
without representation, warranty or recourse, all of Assignor’s right, title and interest in, to and
under any and all of the following items, to the extent that they are related to the Property described
on Exhibit A attached hereto: (i) all rights of Assignor (and for Assignee’s assumption of) rights
and obligations under, in and to the Leases and all licenses and other agreements to occupy all or
any part of the Property, (ii) all rents and other sums due, accrued, or to become due under the
Leases, all guarantees by third parties of the tenant’s obligations under said Leases, and all lease
security and other deposits, if any; (iii) all permits, approvals, authorizations, disclosure
documents, and certificates of occupancy, issued by any federal, state, county, or other
governmental authority relating to the use, maintenance, construction, improvement, or occupancy
of the Property; and (iv) all unexpired claims, warranties, and guarantees, if any, received in
connection with the improvement of the Property (the “Warranties”), all to the extent such rights
are assignable (collectively, the “Assigned Rights and Obligations”).
Assignee does hereby accept the foregoing assignment and does hereby assume and agree
to perform, fulfill and observe all of the duties, obligations, responsibilities and liabilities of
Assignor arising under or in connection with the Assigned Rights and Obligations, including,
without limiting the generality of the foregoing, all of the duties, obligations and liabilities to be
performed, fulfilled or observed by the landlord/lessor under the Lease.
Assignee hereby agrees to indemnify, defend and hold Assignor harmless from and against
any and all claims, loss, cost, damage, expense and liability, including, without limitation,
reasonable attorneys’ fees and expenses, suffered or incurred by Assignor and arising or accruing
from and after the date hereof in connection with the performance or observance or the failure or
refusal to perform or observe any agreement or obligation of the landlord under the Lease or any
term or provision thereof required to be performed by the landlord thereunder at any time from
and after the date hereof.
Assignor hereby agrees to indemnify, defend and hold Assignee harmless from and against
any and all claims, loss, cost, damage, expense and liability, including, without limitation
reasonable attorneys’ fees and expenses, suffered or incurred by Assignee and arising or accruing
prior to the date hereof in connection with the performance or observance or the failure or refusal
to perform or observe any agreement or obligation of the landlord under the Lease pursuant to any