HomeMy WebLinkAboutResolution No. 3615 Purchase Agreement Elwood Shopping Plaza - Fully ExecutedRESOLUTION NO. 3615
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
RELATED TO ACQUISITION OF PROPERTY IN THE RIVER WEST
DEVELOPMENT AREA
WHEREAS, the South Bend Redevelopment Commission (“Commission”) exists and
operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, cited as
Ind. Code §36-7-14 (the “Act”); and
WHEREAS, in furtherance of its purposes of redevelopment, the Commission desires to
acquire certain property located in the River West Development Area (the “Area”). commonly
known as the shopping center located at 1302 Elwood Ave., South Bend, IN 46628, and more
particularly described in Exhibit A (the “Property”); and
WHEREAS, Blair Adams Ret, LLC has entered into a certain Letter of Intent with Elwood
Shopping Center, LLC to purchase the Property (the “LOI”), and is in the process of finalizing a
Purchase and Sale Agreement (the “Purchase Agreement”); and
WHEREAS, Blair Adams Ret, LLC desires to transfer its rights, benefits, and obligations
under the Purchase Agreement to the Commission through a certain Assignment and Assumption
Agreement (“Assignment Agreement”), attached hereto as Exhibit B; and
WHEREAS, the Property is located in the River West Development Area within the City
of South Bend (the “Area”) and is set forth on the Commission’s acquisition list related thereto,
pursuant to the Commission’s Resolution No. 3478; and
WHEREAS, two (2) independent appraisals of fair market value of the Property have been
procured by the Commission, the average of which are exceeded by the purchase price specified
in the LOI (the “Purchase Price”); and
WHEREAS, Commission staff has reviewed the appraisals and the Purchase Price, and has
determined that the Purchase Price is fair and reasonable in light of the totality of the circumstances
concerning the property and the Area; and
WHEREAS, the Commission believes that accepting the assignment in the Assignment
Agreement is in the best interests of the health, safety, and welfare of the City and its residents;
and
WHEREAS, the Commission desires to authorize the acquisition of the Property for
consideration greater than the average of two appraisals, as permitted pursuant to Section 19(b) of
the Act.
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission that:
1.The Commission hereby finds that the Purchase Price is fair and reasonable and that
accepting the Purchase Price is in the best interest of the health, safety, and welfare of the citizens
of the City and consistent with the purposes and requirements set forth in the Act.
2. The Commission hereby ratifies any actions of its staff, authorized representatives,
or legal counsel taken prior to the date of this Resolution that are consistent with the acquisition
procedure stated in Section 19 of the Act.
3. The Commission hereby approves the form of Assignment Agreement, attached
hereto as Exhibit B, which the Commission will execute simultaneously herewith.
4.The Commission instructs the Commission’s authorized representatives and
attorneys to deliver a signed copy of the Assignment Agreement to Blair Adams Ret, LLC and
take all steps necessary to consummate the transaction contemplated therein.
ADOPTED at a Regular Meeting of the South Bend Redevelopment Commission
held on October 24, 2024, at 1308 County-City Building, 227 West Jefferson Boulevard,
South Bend, Indiana 46601.
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT, by
and through its governing body, the South
Bend Redevelopment Commission
___________________________________
Troy Warner, President
ATTEST:
____________________________
Vivian Sallie, Secretary
EXHIBIT A
Description of Property
Commonly Known: 1302 ELWOOD AVE
Parcel ID: 018-1094-3941
State ID: 71-08-02-101-007.000-026
Legal Description: Irreg par 20' S & 975 E NW 1/4 corn EX ROWs Sec 2-37-2e 21/22 ROW
#1711
EXHIBIT B
Assignment and Assumption Agreement
[See attached.]
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated
October 24, 2024 (“Effective Date”), is made by and among Blair Adams RET, LLC, an Arizona
limited liability company (“Assignor”) and the South Bend Redevelopment Commission
(“Assignee”).
W I T N E S S E T H:
WHEREAS, Assignor plans to enter into a Purchase and Sale Agreement with Elwood
Shopping Center, LLC on or about October ___, 2024 for the purposes of acquiring certain real
property in the City of South Bend, Indiana, as more fully described therein (the “Agreement”);
and
WHEREAS, Assignor is an Arizona limited liability company that was created on January
22, 2009 and is active and in good standing; and
WHEREAS, Assignor desires to transfer its rights, benefits, and obligations under the
Agreement to Assignee and the Assignee desires to assume the rights, benefits, and obligations
thereunder; and
WHEREAS, the Assignee believes that the assignment is in the best interests of the City
of South Bend, Indiana (the “City”) and its residents.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants
and agreements contained herein and for other good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, Assignee and Assignor hereby
agree as follows:
1.Recitals; Capitalized Terms. The recitals to this Assignment are fully incorporated
by this reference as if set forth herein. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Agreement.
2.Assignment and Assumption.
(a)Effective as of the date on which the Agreement is fully
executed or the Effective Date, whichever is later (“Assignment Date”), Assignor
hereby transfers, assigns, conveys, and delegates to Assignee all of Assignor’s right,
title, interest, benefits, liabilities, and obligations in, to, and under the Agreement.
(b)Effective as of the Assignment Date, Assignee hereby
accepts such assignment and assumes from Assignor all right, title, interest, benefits,
liabilities, and obligations under the Agreement arising on the Assignment Date and
thereafter, and agrees to pay, perform, and discharge, when due, all of such liabilities
and obligations thereunder.
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3.Finalization of Agreement. To the extent that the Agreement has not been finalized,
the Assignor shall allow the Assignee to review and provide input on any terms and conditions
that have not been negotiated and agreed to in an executed Letter of Intent.
4.Reimbursement of Earnest Money. Within fourteen (14) days of the Assignment
Date, the Assignee shall reimburse the Earnest Money to the Assignor in the amount set forth in
the Agreement and in the manner specified by the Assignor.
5.Indemnification. To the extent that Assignor retains any liabilities or obligations
under the Agreement, the Assignee shall indemnify, defend, and hold Assignor harmless from any
claims, demands, or causes of action arising therefrom. In the event that Assignor receives any
notice of claim or action arising from the Agreement, the Assignor shall promptly notify the
Assignee and provide the Assignee with a copy of said notice and shall otherwise cooperate fully,
without incurring any unreasonable expense, with the Assignee in the defense of such claim or
action.
6.Representations and Warranties. Each party hereto hereby represents and warrants
to the other that it has been duly authorized to execute and deliver this Assignment and that this
Assignment constitutes the legal, valid, and binding obligation of such party and is enforceable
against such party in accordance with its terms.
7.Governing Law. The internal laws of the State of Indiana applicable to contracts
made and wholly performed therein shall govern the validity, construction, performance and effect
of this Assignment.
8.Successors and Assigns. This Assignment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors in interest and assigns.
9.Headings. The subject headings or captions of the paragraphs in this Assignment
are inserted for convenience of reference only and shall not affect the meaning, construction or
interpretation of any provisions contained herein. All terms herein are equally applicable to both
the singular and plural forms of such terms.
10.Counterparts. This Assignment may be signed by facsimile or other electronic
transmission and/or in one or multiple counterparts, with each counterpart having the same force
and effect as if this single instrument were executed by each of the parties hereto and delivered to
the other party.
11.No Third-Party Beneficiaries. There are no third-party beneficiaries to this
Assignment.
12.Severability. If any provision of this Assignment shall be held invalid, illegal, or
unenforceable, the validity, legality or enforceability of the other provisions of this Assignment
shall not be affected thereby, and there shall be deemed substituted for the provision at issue a
valid, legal and enforceable provision as similar as possible to the provision at issue.
13.Further Assurances. The parties hereto agree to execute such further documents
and agreements as may be necessary or appropriate to effectuate the purpose of this Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the date first above written.
ASSIGNOR:
BLAIR ADAMS RET, LLC
By:
Thomas J. Gryp, Manager
Date:
ASSIGNEE:
SOUTH BEND REDEVELOPMENT COMMISSION
By: __________________________________
Troy Warner, President
Date: October 24, 2024
ATTEST:
By:
Vivian Sallie, Secretary
Date: October 24, 2024
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September 23, 2024
Via Email
James Iacuone | CEO
Spigel Properties, LLC
1-210-801-8512 (Direct Line)
1-972-965-3040 (Cell)
70 NE Loop 410 #185
San Antonio, TX 78216
RE: Retail Shopping Center at the Corner of Elwood and Portage Road located within South
Bend, Indiana
Dear Mr. Iacuone,
Blair Adams Ret, LLC and/or assigns (“Purchaser”) is interested in purchasing the below-
referenced property (the “Property”) on the following terms:
1.Property: The Martin’s Supermarket anchored shopping center located at 1302 Elwood Ave,
South Bend, IN 46628 within St. Joseph County.
2.Purchase Price: $1,400,000.00 Buyer reserves right to receive an appraisal within 20 days of
fully executed contract. In the event the appraisal comes in below purchase price, Buyer reserves the
right to cancel contract within 3 days of receiving appraisal.
3.Earnest Money: $25,000; which shall be deposited with Fidelity National Title Company at 4215
Edison Lakes Pkwy, Suite 115 in Mishawaka, IN 46545
4.Inspection Period: Purchaser accepts the property in “As Is-Where Is” condition.
5.Closing: Within 60 days from date of fully executed contract.
6.Broker: Joe DeCola is acting as Buyer’s Broker and assisting Buyer for this proposed
transaction. Seller hereby agrees that it will pay a sales commission of 3% of the Purchase Price to
Broker at Closing.
7.Instruments: In the event Purchaser requests or requires modifications to any existing recorded
instruments or access easement agreements affecting cross-access or cross-parking for the Property, or
Purchaser requests or requires any new access easement agreement(s) addressing the same, for
Purchaser’s intended development of the Property or to protect Purchaser’s interests, Seller shall
reasonably cooperate with Purchaser to agree upon and obtain such items.
Docusign Envelope ID: 3C463E50-A0A1-4A1D-A049-77E9D85E0C5D
2 of 3
8.Definitive Contract: This letter is not intended to be contractual in nature and shall not be
binding on either party. This letter is only an expression of the basis on which the parties would
consider entering into a contract. Purchaser and Seller shall negotiate in good faith for a
definitive, written contract formalizing the terms herein and any other necessary terms (the
“Definitive Contract”). Neither party shall be obligated unless and until the Definitive Contract
is duly executed by authorized representatives of both parti es and delivered to each party.
This offer expires at 5pm EST on Tuesday September 24, 2024
If the foregoing terms are acceptable, please sign this letter in the space provided below and
return it to me. Thank you.
Sincerely,
By:
Name: Joe DeCola
Title: Broker
Seller Accepted and Agreed to:
By:
Name:
Title:
Date:
Docusign Envelope ID: 3C463E50-A0A1-4A1D-A049-77E9D85E0C5D
Authorized Agent,
Elwood Shopping Center, LLC, a Texas
limited liability company
SPS Spigel Family Holdings, Ltd., a
Texas limited partnership
By: SS Spigel General Partner, LLC, a
Texas limited liability company
James Iacuone
9/23/2024 | 5:59 PM CDT
3 of 3
EXHIBIT “A”
Docusign Envelope ID: 3C463E50-A0A1-4A1D-A049-77E9D85E0C5D