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HomeMy WebLinkAboutRedevelopment Commission Agenda & Packet 04.10.25 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, April 10, 2025 – 9:30 a.m. BPW Conference Room 13th Floor or https://tinyurl.com/RDC-2025-2T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of March 27, 2025 3. Approval of Claims A. No Claims Allowances 4. Old Business A. None 5. New Business A. River West Development Area 1. Resolution No. 3633 (Tax Increment Revenue Bonds for Drewry’s/Portage Elwood) 2. Budget Request (Elwood Shopping Center Demo & Design Specs) 3. Resolution Nos. 3632 & 3634 and Transfer Agreement (St. Joseph Co. Airport Authority) 4. Purchase Agreement (4216 Old Cleveland Rd.) 5. 1st. Amendment to Purchase Agreement (State Theater) 6. Budget Request (State Theater) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, April 24, 2025, 9:30 a.m. BPW Conference Room 13th Floor CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES March 27, 2025, at 9:30 a.m. BPW Conference Room, 13th Floor, County-City Building https://tinyurl.com/RDC-2025-4T The South Bend Redevelopment Commission was called to order at 9:30 a.m. Vice President David Relos presiding. 1. ROLL CALL Members Present: David Relos, Vice President Eli Wax, Secretary Gillian Shaw, Commissioner Ophelia Gooden-Rodgers, Commissioner Marcus Ellison, Member At-Large Members Virtually: Troy Warner, leaving at 10:18 a.m. Legal Staff: Sandra Kennedy, Corporation Council -Virtual Danielle Campbell Weiss, Senior Asst. City Attorney Redevelopment Staff: Caleb Bauer, Exec. Director, DCI - Virtual Sarah Schaefer, Deputy Director, DCI Erik Glavich, Director of Growth and Opportunity, DCI Rosa Tomas, Director of Finance, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI Allison Doctor, Project Manager, DCI Laura Hensley, Board Secretary, DCI Others Present: Greg Swiercz, SB Tribune Matt Barrett, 110 S. Niles Ave. Tina Patton, 707 Sherman Ave. Murray Miller, 23698 Western Ave. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 2 Charity Stella, Empowerher Development LLC Sarah Hill, Penny Hill Homes LLC Rachel Tomas Morgan, Councilwoman 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, March 13, 2025 Upon a motion by Eli Wax for approval, second by Gillian Shaw, the motion carried unanimously; the Commission approved the minutes of the regular meeting of March 13, 2025. 3. Approval of Claims A. Claims Allowances March 4, 2025 Upon a motion by Eli Wax for approval second by Ophelia Gooden- Rodgers, the motion carried unanimously; the Commission approved the claims allowances of March 27, 2025. B. Claims Allowances March 18, 2025 Upon a motion by Eli Wax for approval second by Ophelia Gooden- Rodgers, the motion carried unanimously; the Commission approved the claims allowances of March 27, 2025. 4. Old Business A. Purchase Agreement Terminated (Lafayette Building) Joseph Molnar, Assistant Director of Growth and Opportunity, reported that in Fall 2023, the RDC approved a purchase agreement for the Lafayette Building. However, the agreement was extended several times due to due diligence and communication with the developer. Unfortunately, the project did not achieve the desired outcome. Following a thorough architectural and engineering analysis, the developer concluded they lacked the financial capability to proceed with the project as initially planned. Mr. Molnar noted that the developer chose not to close on the building, which was not the intended result as outlined in the purchase agreement. Mr. Molnar stated the importance of the framework of the agreement and staff will now engage interested developers. He is also encouraged that there will be renewed interest due to the church North of the building is now for sale. Vice President Relos inquired about the situation, to which Mr. Molnar explained that the building has structural and engineering issues CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 3 stemming from a fire in the 1930s, and the subsequent repairs do not meet current standards. He also mentioned that the atrium space poses a challenge as it is not rentable and negatively impacts the pro forma numbers. Secretary Wax asked if there were any other developers or ideas for the building that would preserve the skylight. Mr. Molnar responded that there is no set plan at this time but emphasized the building's historic value due to its civil rights heritage. Commissioner Gooden-Rodgers inquired about the age of the building and suggested that demolition might be a better path forward. Mr. Molnar explained that the first two floors were constructed in 1898, with the top three floors added in 1901. He noted that the building might be better suited for offices due to their lighter structural weight. However, he emphasized that demolition is not preferred because of the building's historic value. He also mentioned that the building is currently not deteriorating since the RDC replaced the roof, fixed the skylight, and drainage system when we purchased it. Mr. Molnar also assured the Commission that people are not accessing the building due to securing entrance points and vandalism is not an issue. Commissioner Ellison inquired whether a project could now include both the Lafayette building and the church to the north. Mr. Molnar responded that this could be a possibility since the purchase agreement has been terminated. Councilwoman Rachel Tomas Morgan asked about the City's investment in the building. Mr. Molnar stated that the City invested $750,000 from a tax sale by the County in 2018 and has also removed interior asbestos contamination along with other improvements. Councilwoman Morgan expressed her support for preserving the building. 5. New Business A. River West Development Area 1. 7th Amendment to Purchase Agreement (Real America Development, LLC) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the 7th. Amendment for the extension of the closing date for market rate parcels until July 31st, 2025. Mr. Molnar recapped and gave some insights into what's transpired over the past nine months. The Redevelopment Commission entered into a purchase agreement with Real America Development, LLC back in 2021 for a combined low-income housing tax credit and market rate apartments project. This project was planned to include a total of 150 units, with 60 being affordable income-restricted and 90 being market rate. The agreement, initiated in 2021, allowed them two years to apply for credits with the CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 4 state. In November 2022, they were awarded low-income housing tax credits. In February 2024, the purchase agreement was amended to separate the closing dates for the low-income housing tax credit project and the market rate parcels, providing some context for our current situation. Mr. Molnar explained that in 2024, the Redevelopment Commission transferred the LIHTC parcel, and construction began in the fall of that year. The estimated completion is by the end of 2025, and the project is progressing well. He shared some photos, showing that the market rate portion was delayed due to the findings from the phase one and phase two environmental assessments. Environmental cleanup was necessary for that part of the parcel, which is why we originally decided to split the project. Mr. Molnar explained that the Indiana Brownfields program, a state initiative, funded and carried out the work, making it a beneficial partnership with the state. In total, 189 tons of hazardous lead- contaminated soil and over 1,300 tons of non-hazardous lead- contaminated soil, which still exceeded residential limits, were excavated. Approximately 1,500 tons of soil were removed from the site, requiring over 68 truckloads. The total cost of the cleanup reached about $250,000, which was covered by Indiana Brownfields, benefiting both the developer and the Redevelopment Commission (RDC). Although the cleanup is officially complete, we are awaiting the final release of the site in the form of a comfort letter from Indiana Brownfields. They have communicated via email to both Real America and the city that the approval is forthcoming. The final steps are expected to be completed by April 2025. Indiana Brownfields has indicated that since the RDC was the initial owner, they prefer the RDC to maintain ownership until the comfort letter is issued. Secretary Wax asked if this is the last step before closing and Mr. Molnar stated yes, and they have full-build plans as well. Vice President Relos asked if the hole would need to be filled and Allison Doctor, Project Manager confirmed that it has already been backfilled. Upon a motion by Eli Wax for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved the Purchase Agreement as presented on March 27, 2025. 2. Development Agreement (Milkweed Gardens Inc.) Joseph Molnar, Assistant Director of Growth and Opportunity, presented this agreement with EmpowerHer Development LLC, Milkweed Gardens Inc. and Herstoric Properties LLC for the Restoration of 512, 516, 520, and 530 S. Michigan St. The proposed development agreement with the above developers will help lead to the renovation of two buildings located at 530 S. Michigan and 516 S. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 5 Michigan Street. The buildings are known as the former Hope Rescue Mission and the Monarch Building respectively. Both buildings have been long-vacant and unused. The developers have envisioned transforming the two buildings and the vacant lot between them as Milkweed Commons. The end results will be 15 small businesses’ commercial spaces, a community kitchen, and a food market. The proposed agreement commits the Developer to expending a minimum of $2.2 million on the restoration of the property. The proposed agreement commits the Redevelopment Commission to expend no more than $350,000 to aid in the redevelopment of the property including primarily replacement and installation of new roofs on the two buildings. Mr. Molnar also shared a slide of the numerous new developments the City is involved in South of downtown. Charity Stella from Empowerher Development LLC stated that Hertoric Development is actively working in Monroe Park. She explained that they have rehabilitated several residential properties, which are now being rented out at affordable rates. They are thrilled to be part of this initiative, led by women-owned developers, revitalizing this corner of the city. Vice President Relos asked if they owned the lot between the two buildings. Ms. Stella confirmed that they do, as well as the lot north of the Monarch building. She mentioned plans to include a stage for music events, a public restroom, seating, and urban farming. Secretary Wax inquired about plans to manage the unhoused population. Ms. Stella responded that they have a phased plan in place, which includes installing fences soon. They are also working with Code Enforcement and the Police Department to ensure this remains a walkable community space. Vice President Relos inquired about the funds from the RDC. Ms. Stella explained that the back roof of the Monarch building needs to be replaced, and the Hope building requires roof work, a 50-foot skylight, and some terracotta repairs. Secretary Wax asked about the project's timeline. Ms. Stella stated that they expect to close on the Monarch building in May, with construction anticipated to take six months. The Hope building, being larger and needing more work, is projected to be completed by 2027. Mr. Molnar also mentioned that with the $2.2 million investment, the city is aiming to achieve some form of occupancy in each building as part of this development agreement. Beth Weber (virtual) spoke in favor of the project. Murray Miller inquired about plans to hire local contractors for the construction work. Ms. Stella responded that all the construction will be carried out by local women and minority-owned companies. Commissioner Shaw asked about the target of the 15 business spaces across the two buildings and Ms. Stella stated they will be focused on food centric businesses. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 6 Upon a motion by Eli Wax for approval, seconded by Ophelia Gooden- Rodgers, the motion carried unanimously; the Commission approved the Development Agreement as presented on March 27, 2025. 3. Development Agreement (Penny Hill Homes LLC) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the agreement for restoration of 425 & 435 S. Michigan St. (property known as the Inwoods building). The proposed agreement commits the Developer to expending a minimum of $1.44 million on the restoration of the property and the creation of a minimum of three commercial spaces for rent, each receiving a Certificate of Occupancy from the Building Department. The proposed agreement commits the Redevelopment Commission to expending no more than $350,000 to aiding in the redevelopment of the property including primarily replacement and installation of a new roof. Mr. Molnar states that this project is part of a broader READI 2.0 award for South downtown with Milkweed Commons and The Monreaux. Vice President Relos asked if this would cover the Inwoods building only and Mr. Molnar confirmed that both buildings need new roof work. Sarah Hill from Penny Hill Homes LLC explained that the interior damage was caused by a water leak from the third floor during restoration work for a brewery project. She mentioned that the water was left on for several days, resulting in water damage throughout the building. Consequently, the third floor is in better condition compared to the first and second floors, as well as the basement. Upon a motion by Gillian Shaw for approval, seconded by Eli Wax, the motion carried unanimously; the Commission approved the Development Agreement as presented on March 27, 2025. 4. Budget Request (Main/Wayne Elevator) Joseph Molnar, Assistant Director of Growth and Opportunity, presented a request for $550,000 for the consultation, design, and replacement of the elevator at 119 W. Wayne St. Staff from both Venues Parks and Arts and the RDC have been preparing the garage for public parking. This preparation includes updating signage, computer systems, and internet connectivity, as well as installing new gate equipment. The goal is for the garage to operate similarly to the other three downtown public parking garages, offering the same rates, including free 2-hour parking, and free parking on nights and weekends. The South Bend Bike Garage, which leases the retail space on the ground floor, has also been making improvements. There will be CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 7 a significant increase in parking with the new City Hall needs at the MLK and Wayne parking garage for city employees and attendees of public meetings. We anticipate a large surplus of parking in that garage. Bringing this garage online, especially with all the developments happening just to the south, will provide an excellent parking option for people coming downtown. This will be particularly beneficial on busy days at the library, such as during science fairs, when parking extends for blocks in every direction. Getting this garage operational will be very helpful. The Vice President Relos inquired about which elevator was being discussed, and Mr. Molnar clarified that it is the main elevator that goes to the top deck. Secretary Wax asked if the garage would be managed by the same company as the other garages. Mr. Molnar confirmed that it would, under the same agreement with VPA and LAZ. Secretary Wax then inquired about the revenues generated, and Mr. Molnar explained that the revenues would go towards maintenance. Mr. Wax also asked if there would be a capital campaign to promote these garages and highlight their affordability. Mr. Molnar stated that the new General Manager from VPA aims to rejuvenate and promote downtown parking options to ensure the garages are more utilized. Commissioner Gooden-Rodgers asked if there would be any cost savings by replacing both elevators at the same time. Mr. Molnar responded that there would not be. Upon a motion by Eli Wax for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved the Budget Request as presented on March 27, 2025. B. Administrative 1. Fiscal Report for the Redevelopment Commission Erik Glavich, Director of Growth and Opportunity, presented the fiscal report which Indiana Code requires from the fiscal officer. We reviewed the incremental property tax revenues for the past year compared to 2023. This review focused solely on incremental tax revenue and did not include grants or other items. The report shows a significant increase in expenses, nearly 60% higher in 2024 compared to 2023. This increase is detailed in the report, and I can provide further insights into where these expenses originated. Regarding debt service, I included the projected 2025 debt service, which is not in the report's table but gives an idea of this year's debt service payments. For the recently approved Riverfront allocation area, the city will pay interest only on the debt, approximately $460,000 per payment, totaling CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 8 $920,000 annually for the next few years. These projections are not included in the current figures as the bonds have not been issued yet. At the end of the year, we have about $71 million in total balances across the six TIF districts. Secretary Wax asked about the expenditure increases, which are more pronounced in some districts. He stated the RDC has been aggressive in spurring economic development, but continuing at this spending level is not sustainable. Secretary Wax expressed the need to ensure we can support important projects that drive economic development and increase the city's value. Internal conversations are ongoing about future investments to maintain our ability to support key projects. Mr. Glavich explained our strategic priorities include spurring economic development and being good stewards of funds. We reviewed expenditures through 2024 and projected similar spending trends moving forward. Revenue projections are modest, with a 1.02% annual increase, avoiding overestimation of assessed values. The 2025 projected revenues are for planning purposes only and not used for budgeting. We manage economic development projects conservatively to avoid significant balance drawdowns. Some expenses, like the $4 million purchase for the Madison Lifestyle District and $2.7 million for the Main/Wayne parking garage, are not reflected in the current figures but will be reimbursed through the READI 2.0 award. In 2024, we were reimbursed over $500,000, and 2025 reimbursements will be reflected in next year's numbers. Despite the 60% increase in expenses, we still have healthy balances. Mr. Glavich explained, for example, the MLK Dream Center came out of the West Washington TIF district, contributing to a $500,000 decrease in the end-of-year balance. We need to balance spending on impactful projects with maintaining reserves to support future opportunities. In summary, we aim to spur economic development while managing funds conservatively to ensure we can support key projects and maintain healthy balances. Commissioner Gooden-Rodgers asked, "If there are funds that haven't been included here, at what point will we know about them? Where are they set aside?" Mr. Glavich’s response was that the TIF management report, due on April 15th, will provide a full snapshot of the financial situation as of year-end 2024. Matt Barrett pointed out a discrepancy in the report, noting that using a multiplier of 1.02 means the tax revenues are projected to increase by 2%. Caleb Bauer, Executive Director of Community Investment, confirmed that it is a 2% escalator in our revenue projections. Mr. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 27, 2025 9 Glavich indicated the report will be corrected so that it is clear the projections are based on a 2% escalator. Vice President Relos asked about the remaining $800,000 left in the West Washington TIF district after the South Bend Range demolition and Mr. Bauer explained that the project revenues are about $667,000 in the West Washington TIF. That would be in the June distribution and then the December distribution. The TIF will have one distribution in 2026 to reach that total. 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, April 10, 2025, 9:30 a.m. BPW Conference Room 13th Floor 8. Adjournment Thursday, March 27, 2025, 10:53 a.m. ______________________________ ______________________________ Eli Wax, Secretary Troy Warner, President South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 4/7/2025 FROM: Joe Molnar, Assistant Director of Growth & Opportunity SUBJECT: Resolution No. 3633: Tax Increment Revenue Bonds Supporting Residential Infrastructure Improvements at the Drewrys Site Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Preliminary determination by the Commission to issue bonds for the purpose of financing infrastructure improvements for the planned Drewrys Site Revitalization residential housing development SPECIFICS: In December 2024, the City of South Bend applied for a Residential Infrastructure Fund (RIF) loan in the amount of $2.57 million through the Indiana Finance Authority (IFA). On January 22, 2025, the City was informed by IFA that the loan application was approved. Through the RIF program, the funds provided by the IFA would be made available to the City through IFA’s purchase of Redevelopment District Bonds issued by the Commission. The RIF loan provided by the IFA can be used for the continued environmental remediation, installation of public utilities, and related public infrastructure improvements to support the planned Drewrys Site Revitalization residential housing development. The RIF loan funds can also be used for legal counsel and municipal advisory services related to the issuance of the bonds. If Resolution No. 3633 was to be adopted, then the Commission would take the first action necessary to access the approved RIF loan funds. Specifically, with the resolution’s adoption, the Commission would: • Make a preliminary determination to issue bonds for the purpose of financing all or a portion of the costs associated with the Drewrys Site Revitalization residential housing development; the maximum principal amount would be $2.57 million with an annual interest rate not to exceed 5.5%; the bonds would mature not later than 20 years from the date of issuance; • Authorize bond payments to be made using tax increment and other legally available revenues from the River West Development Area; • Authorize the publication of a notice of public hearing on the appropriation of the proceeds of the bonds and a notice of decision to issue the bonds, both pursuant to Indiana Code; and • Authorize all actions necessary to carry out the transactions associated with the issuance of the bonds. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana If Resolution No. 3633 is adopted, then staff would plan to present for the Commission’s consideration on April 24 the bond resolution and the appropriation resolution. The Commission would hold a public hearing at that time as well. City staff would then plan to present to the Common Council at its May 12 meeting a resolution that would approve the issuance of TIF Revenue Bonds. RESOLUTION NO. 3633 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION PRELIMINARILY DETERMINING TO ISSUE TAX INCREMENT REVENUE BONDS OF THE REDEVELOPMENT DISTRICT OF THE CITY OF SOUTH BEND, INDIANA WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City of South Bend, Indiana (the “District”), exists and operates under the provisions of Indiana Code 36-7-14, as amended from time to time (the “Act”); and WHEREAS, the Commission has previously designated and declared an area in the City of South Bend, Indiana (the “City”) known as the River West Development Area as an economic development area and as an allocation area pursuant to Section 39 of the Act (the “Area”); and; WHEREAS, the Commission desires to finance the cost of certain local public improvements in or serving the Area that support the redevelopment of the Drewrys Site located at 1408 Elwood Avenue in the City (the “Project Site”) into a new residential housing development, including without limitation (i) continued environmental remediation of the Project Site, (ii) the construction of new streets, curbs, sidewalks and tree lawns, (iii) the construction of a storm sewer system, (iv) the installation of sanitary sewer lines, (v) the installation of water main lines and a lateral connection system and (vi) the installation of street lighting, (items (i) through and including (vi), collectively, the “Project”); and WHEREAS, the Commission reasonably expects to fund the costs of the Project with proceeds of bonds issued by or on behalf of the Commission (the “Bonds”), in the maximum principal amount of Two Million Five Hundred Seventy Thousand Dollars ($2,570,000); and WHEREAS, the Bonds will be payable from a pledge of tax increment revenues collected in the Area (the “Tax Increment”) and any legally available revenues of the Commission; and WHEREAS, the Commission may enter into one or more Financial Assistance Agreements, Funding Agreements, Grant Agreements, and/or Financial Aid Agreements, together with any subsequent amendments thereto, with the Indiana Finance Authority as part of its residential infrastructure fund program and/or residential housing infrastructure assistance program, established and existing pursuant to Ind. Code 5-1.2-15.5 (the “IFA Program”), pertaining to the Project and the financing of the Project if the Bonds are sold to the IFA Program; NOW, THEREFORE, BE IT RESOLVED BY THIS SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby makes a preliminary determination to issue the Bonds in one or more series for the purpose of financing all or a portion of the costs of the Project and paying related costs. The Bonds shall be in the maximum principal amount of Two Million Five Hundred Seventy Thousand Dollars ($2,570,000), with a final maturity not later than twenty (20) years from the date of issuance, and shall bear a per annum interest rate not to exceed five and 2 one-half percent (5.5%). The Bonds shall be payable solely from the Tax Increment and any legally available revenues of the Commission. 2. The Commission hereby finds that the Project does not constitute a “controlled project” pursuant to Indiana Code 6-1.1-20. 3. The Commission hereby authorizes the publication of a notice of public hearing on the appropriation of the proceeds of the Bonds pursuant to Indiana Code 5-3-1 and a notice of decision to issue the Bonds pursuant to 6-1.1-20-5. 4. The President, Vice President, Secretary or any other officer or member of the Commission is authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this Resolution, in such forms as such officer or member executing the same shall deem proper, to be conclusively evidenced by the execution thereof. 5. This Resolution shall be in full force and effect immediately from and after its passage. ***** 3 ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 10, 2025 in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. SOUTH BEND REDEVELOPMENT COMMISSION By: Troy Warner, President ATTEST: Eli Wax, Secretary DMS 46752209v1 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 4/3/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Budget Request Portage/Elwood Demolition Designs Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approval a budget request for the design specifications of the Portage Elwood Shopping Center Demolition SPECIFICS: On December 10, 2024 the Redevelopment Commission closed on the property known as the Portage Elwood Shopping Center located at 1302 Elwood Avenue. The site is approximately 8.6 acres of land and on site is shopping center dating to the 1960s. The shopping center in its current configuration is not suitable for redevelopment or configured well for complementing the former Drewrys site which the City also owns and is in the process of preparing for redevelopment. This Budget Request for $115,000 would be pay for the design specifications and services of the demolition of the shopping center. This would include demolition of all existing structures, pavement, and until underground utilities. If it is approved and demolition moves forward, most likely demolition would begin in the fall of 2025. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 4/1/2025 FROM: Erin Michaels – Property Development Manager SUBJECT: Real Estate Transfer Agreement & Resolutions Between RDC & Airport Authority Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approval of a Transfer Agreement and Resolutions Regarding Property Owned by RDC and Airport Authority SPECIFICS: The proposed Transfer Agreement between the Redevelopment Commission and the St. Joseph Airport Authority would transfer ownership of four (4) parcels near the South Bend International Airport located at 1743 N Commerce Drive from the Commission to the Authority and one (1) parcel located at 4208 Old Cleveland Rd near the proposed New Day Intake Center from the Authority to the Commission. The four (4) parcels located at 1743 N Commerce Dr that the Commission currently owns were acquired for the purpose of extending Voorde Drive to the airport. The Airport Authority would like to utilize these parcels to improve access to the parking lots near the airport. The four (4) parcels have little redevelopment potential for the Commission and little value for any future owner other than the Airport Authority. The one (1) parcel located at 4208 Old Cleveland Rd that the Airport Authority currently owns would be utilized for future redevelopment of the area. The Commission owns other property on Old Cleveland, adding 4208 Old Cleveland would further the possibilities of redevelopment. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3632 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION TRANSFERRING REAL PROPERTY TO THE ST. JOSEPH COUNTY AIRPORT AUTHORITY WHEREAS, the Redevelopment Commission (the “Commission”) owns certain real property consisting of four parcels, namely Parcel Nos. 71-03-33-301-008.000-009, 71-03-33- 301-015.000-026, 71-03-33-301-904.000-009, and 71-03-33-326-004.000-026, which bear the addresses of 1743 N Commerce Dr and 1705 Commerce Dr, SOUTH BEND, IN 46628 (the “Parcels”), and the Commission wishes to transfer the Parcels as further described in the Real Estate Transfer Agreement (“Transfer Agreement”), attached hereto as Exhibit A; and WHEREAS, the Commission has decided to transfer its property rights to the Parcels to the St. Joseph County Airport Authority, by and through its governing body, the St. Joseph County Airport Authority Board (“Airport Authority”) after determining a transfer to a governmental entity rather than a sale or lease to a nongovernmental entity would be in the best interests of the Commission and the public; and WHEREAS, the transfer of the Parcels will promote economic development projects and facilitate compatible land use planning; and WHEREAS, pursuant to Ind. Code § 36-1-11, a transfer or exchange of the Parcels may be made with a governmental entity upon terms and conditions agreed upon by the entities as evidenced by adoption of a substantially identical resolution by each entity, and such transfer may be made for any amount of real property, cash, or other personal property, as agreed upon by the entities; and WHEREAS, Airport Authority has represented the Parcels will be used for general public benefit and welfare and will promote the recreational, public, and civic well-being of the community; WHEREAS, the Commission wishes to transfer the Parcels via a deed to Airport Authority in exchange for the Commission receiving certain real property and all improvements thereon located at 4208 Cleveland Road and under the terms and conditions as set forth in the attached Transfer Agreement and deed; and WHEREAS, the Airport Authority has adopted or will adopt a resolution substantially equivalent to this resolution setting for the terms and conditions of this transfer of Parcels between Airport Authority and the Commission. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION, AS FOLLOWS: 1.The Commission hereby approves the conveyance of the Commission Parcels for the use and benefit of the Airport Authority, pursuant to the terms and conditions of the Transfer Agreement, attached hereto and incorporated herein. 2.The transfer of title of certain real property consisting of four parcels, namely Parcel Nos. 71-03-33-301-008.000-009, 71-03-33-301-015.000-026, 71-03-33-301-904.000-009, and 71-03-33-326-004.000-026, which bear the common addresses of 1743 N Commerce Drive and 1705 Commerce Drive, shall be, and hereby is, approved. 3. The Commission authorizes Erin Michaels of the City’s Department of Community Investment to present for recordation in the Office of the Recorder of St. Joseph County, Indiana, the deed conveying the Parcels to the Airport Authority, as well as execute any other document necessary to affect the Commission’s conveyance to the Airport Authority. 4. This Resolution shall be in full force and effect after its adoption. ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 10, 2025. SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Eli Wax, Secretary Exhibit A Real Estate Transfer Agreement and Deed RESOLUTION NO. 3634 A RESOLUTION OF SOUTH BEND REDEVELOPMENT COMMISSION ACCEPTING THE TRANSFER OF REAL PROPERTY FROM THE ST. JOSEPH COUNTY AIRPORT AUTHORITY WHEREAS, St. Joseph County Airport Authority (the “Airport Authority”) owns certain real property, specifically, 119.5' On Cleveland Rd. W 1/2 Ne Nw 1.5 Ac. Sec. 28-38-2e (the “Parcel”) having an address of 4208 CLEVELAND RD, SOUTH BEND, IN 46628, and Airport Authority wishes to transfer the Parcel as further described in the attached Real Estate Transfer Agreement (“Transfer Agreement”), attached hereto as Exhibit A; and WHEREAS, Airport Authority has decided to transfer its property rights the Parcel to City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission (“Commission”) after determining a transfer to a governmental entity rather than a sale or lease to a nongovernmental entity would be in the best interests of Airport Authority and the public; and WHEREAS, the transfer of the Parcel will promote economic development projects and facilitate compatible land use planning; and WHEREAS, pursuant to Ind. Code § 36-1-11, a transfer or exchange of the Parcel may be made with a governmental entity upon terms and conditions agreed upon by the entities as evidenced by adoption of a substantially identical resolution by each entity, and such transfer may be made for any amount of real property, cash, or other personal property, as agreed upon by the entities; and WHEREAS, Commission has represented the Parcel will be used for general public benefit and welfare and will promote the recreational, public, and civic well-being of the community; and WHEREAS, Airport Authority wishes to transfer the Parcel via a deed to Commission in exchange for Airport Authority receiving certain real property and all improvements thereon located at 1743 Commerce Dr, and 1705 Commerce Dr and under the terms and conditions as set forth in the attached Transfer Agreement and deed; and WHEREAS, Airport Authority has adopted or will adopt a resolution substantially equivalent to this resolution setting for the terms and conditions of this transfer of Parcel between Airport Authority and the Commission. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION, AS FOLLOWS: 1.The Commission hereby approves and accepts the conveyance of the Airport Authority Parcel for the use and benefit of the South Bend Redevelopment Commission and its Department of Redevelopment, pursuant to the terms and conditions of the Transfer Agreement, attached hereto and incorporated herein. The transfer of title of certain real property commonly known as 4208 CLEVELAND RD, SOUTH BEND, IN 46628, specifically 119.5' On Cleveland Rd. W 1/2 Ne Nw 1.5 Ac. Sec. 28-38-2e, shall be, and hereby is, accepted. 3. The Commission authorizes Erin Michaels of the City’s Department of Community Investment to present for recordation in the Office of the Recorder of St. Joseph County, Indiana, the deed conveying the Property to the Commission, as well as execute any other document necessary to affect the Airport Authority’s conveyance to the Commission. 4. This Resolution shall be in full force and effect after its adoption. ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 10, 2025. SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Eli Wax, Secretary Exhibit A Real Estate Transfer Agreement and Deed 1 REAL ESTATE TRANSFER AGREEMENT This Real Estate Transfer Agreement (“Agreement”) is made effective by and between the St. Joseph County Airport Authority, by and through its governing body, the St. Joseph County Airport Authority Board (the “Airport Authority”), with offices at 4477 Progress Dr, South Bend, IN 46628 and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, with an address of 227 W. Jefferson Boulevard, Suite 1400S, South Bend, Indiana 46601 (“Commission”) (each a “Party” and together the “Parties”). RECITALS A. The Commission 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”). B. The Airport Authority exists and operates pursuant to Indiana Code 8-33- 2 regarding Local Airport Authorities. B. The Airport Authority owns certain real property and all improvements thereon located at 4208 Cleveland Road in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit A (the “Airport Authority Property”). C. The Commission owns certain other real property and all improvements thereon consisting of four parcels, namely Parcel Nos. 71-03-33-301-008.000-009, 71-03- 33-301-015.000-026, 71-03-33-301-904.000-009, and 71-03-33-326-004.000-026, which bear the addresses of 1743 N Commerce Dr and 1705 Commerce Dr, SOUTH BEND, IN 46628 (“Commission’s Property”), in the City and more particularly described in attached Exhibit B (the “Commission Property”). D. The Airport Authority desires to transfer the Airport Authority Property to the Commission in consideration of the Commission’s transfer of the Commission Property to the Airport Authority under this Agreement. E. The Airport Authority Property is situated in the River West Development Area. F. The Commission Property is situated in the River West Development Area. G. The Act allows the Commission to acquire property needed for redevelopment or economic development purposes and further allows the Commission to accept gifts of property needed for the redevelopment of project areas. H. The Act further provides that appraisals are not required when acquiring or disposing of real property with other governmental agencies. 2 I. Indiana Code 8-22-3-11 allows the Airport Authority to acquire property and dispose of it for use in connection with or for administrative purposes of the airport, and further allows the Airport Authority to accept gifts or donations of property that may be needed to carry administer and carry out its purposes. J. The Parties have passed or will pass resolutions related to the transfer of the Airport Property and Commission Property in compliance with Indiana Code 36-1-11-8. K. The Commission desires to transfer the Commission Property to the Airport Authority and the Airport Authority desires to accept the transfer of the Commission Property from the Commission upon the terms and conditions as set forth in this Agreement, and in accordance with the Act and other applicable state laws. J. The Airport Authority desires to transfer the Airport Authority Property to the Commission and the Commission desires to accept the transfer of the Airport Authority Property from the Airport Authority upon the terms and conditions as set forth in this Agreement, and in accordance with the Act and other applicable state laws. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Commission and the Airport Authority agree as follows: 1. RECITALS The recitals above are hereby incorporated into this Agreement by reference. 2. TRANSFER OF THE PROPERTY A copy of this Agreement, signed by Commission, constitutes the Commission’s agreement to transfer and convey the Commission Property and accept the transfer of the Airport Authority Property, and once signed by the Airport Authority, constitutes the Airport Authority’s acceptance of the transfer and conveyance of the Commission Property and agreement to transfer and convey the Airport Authority Property in accordance with the terms stated in this Agreement. A copy signed by the Commission shall be delivered to Airport Authority, in care of the following representative (“Airport Authority’s Representative”): _______________ _______________ _______________ _______________ _______________ 3 The Airport Authority shall return a signed copy of this Agreement to the following representative (“Commission’s Representative”): Caleb Bauer Executive Director Department of Community Investment City of South Bend 1400 S. County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed by both the Commission and the Airport Authority (the “Effective Date”). 3. DUE DILIGENCE A. Commission’s Investigation. The Airport Authority acknowledges that the Commission’s determination to accept the Airport Property requires a process of investigation (“Commission’s Due Diligence”) into various matters. Therefore, the Commission’s obligation to accept the transfer of the Airport Property is conditioned upon the satisfactory completion, in the Commission’s discretion, of the Commission’s Due Diligence, including, without limitation, the Commission’s examination, at the Commission’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Airport Authority’s Investigation. The Commission acknowledges that the Airport Authority’s determination to accept the Commission Property requires a process of investigation (“Airport Authority’s Due Diligence”) into various matters. Therefore, the Airport Authority’s obligation to accept the transfer of the Commission Property is conditioned upon the satisfactory completion, in the Airport Authority’s discretion, of the Airport Authority’s Due Diligence, including, without limitation, the Airport Authority’s examination, at the Airport Authority’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. C. Authorizations Granted to Commission During Due Diligence Period. The Airport Authority authorizes the Commission, as of the Effective Date and continuing until the end of the Due Diligence Period (as defined below), to enter upon the Airport Authority Property or to cause agents to enter upon the Airport Authority Property for purposes of examination; provided, however, that the Commission may not take any action upon the Airport Authority Property which reduces the value thereof; and further provided that the Commission shall promptly restore the Airport Authority Property to its condition prior to entry, and agrees to defend, indemnify, and hold the Airport Authority harmless, before and after the Closing Date, whether or not a closing occurs, and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by the Airport Authority, including without limitation, reasonable 4 attorney fees and costs arising from acts or omissions of the Commission or the Commission’s agents or representatives. D. Authorizations Granted to Airport Authority During Due Diligence Period. The Commission authorizes the Airport Authority, as of the Effective Date and continuing until the end of the Due Diligence Period (as defined below), to enter upon the Commission Property or to cause agents to enter upon the Commission Property for purposes of examination; provided, however, that the Airport Authority may not take any action upon the Commission Property which reduces the value thereof; and further provided that the Airport Authority shall promptly restore the Commission Property to its condition prior to entry, and agrees to defend, indemnify, and hold the Commission harmless, before and after the Closing Date, whether or not a closing occurs, and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by the Commission, including without limitation, reasonable attorney fees and costs arising from acts or omissions of the Airport Authority or the Airport Authority’s agents or representatives. E. Due Diligence Period. Each Party shall have a period of thirty (30) days following the Effective Date to complete its examination of the property to be acquired under this Agreement in accordance with this Section 3 (the “Due Diligence Period”). F. Termination of Agreement. If at any time within the Due Diligence Period, either Party determines, in its sole discretion, not to proceed with the conveyance of properties as contemplated in this Agreement, such Party may terminate this Agreement by written notice to the other Party and with no liability to the terminating Party, except as set forth herein. 4. PRESERVATION OF TITLE AND CONDITION A. After the date the Commission executes this Agreement and receives a counter-signed copy of this Agreement from the Airport Authority as described in Section 1, neither Party shall take any action or allow any action to be taken by others to cause the Airport Authority Property or the Commission Property to become subject to any new interests, liens, restrictions, easements, covenants, reservations or other matters affecting either Property’s title (such matters are referred to as “Encumbrances”). B. The Airport Authority hereby covenants that the Airport Authority will not alter the condition of the Airport Authority Property at any time after the date the Commission receives a counter-signed copy of this Agreement from the Airport Authority as described in Section 1. Further, the Airport Authority will not release or cause to be released any hazardous substances on or near the Airport Authority Property and will not otherwise collect or store hazardous substances or other materials, goods, refuse or debris at the Airport Authority Property in violation of applicable laws. C. The Commission hereby covenants that the Commission will not alter the condition of the Commission Property at any time after the date the Commission receives 5 a counter-signed copy of this Agreement from the Airport Authority as described in Section 1. Further, the Commission will not release or cause to be released any hazardous substances on or near the Commission Property and will not otherwise collect or store hazardous substances or other materials, goods, refuse or debris at the Commission Property in violation of applicable laws. 5. TITLE COMMITMENT AND SURVEY A. Airport Authority Property. The Commission shall obtain the title commitment for an owner’s policy of title insurance for the Airport Property issued by a title company selected by the Commission and reasonably acceptable to the Airport Authority (the “Title Company”) within twenty (20) days after the Effective Date. The Commission, at its option and sole expense, may obtain a survey of the Airport Authority Property. The Airport Authority Property shall be conveyed to the Commission free of all encumbrances, including, but not limited to, mortgages, judgments, and taxes, unless otherwise waived in writing by the Commission. B. Commission Property. The Airport Authority shall obtain the title commitment for an owner’s policy of title insurance for the Commission Property issued by the same title company selected by the Commission in Section 5A within twenty (20) days after the Effective Date. The Airport Authority, at its option and sole expense, may obtain a survey of the Commission Property. The Commission Property shall be conveyed to the Airport Authority free of all encumbrances, including, but not limited to, mortgages, judgments, and taxes, unless otherwise waived in writing by the Airport Authority. C. Title Commitment Contents. Each title commitment shall: i. Agree, upon delivery and recordation of a special warranty deed by the transferring party, to insure good, marketable, and indefeasible fee simple title to the property being transferred in the name of the receiving party; and ii. Provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by the Parties, subject only to any encumbrances waived by the receiving Party for the property to be received. D. Responsibility for Costs. Regardless of whether this transaction closes, the Commission shall be responsible for the title search charges, the cost of the title commitment and owner’s policy as well as any endorsements thereto for the Airport Authority Property, and the Airport Authority shall be responsible for the title search charges, the cost of the title commitment and owner’s policy as well as any endorsements thereto for the Commission Property. E. Objections to Title Commitment. Within thirty (30) days after the Commission’s receipt of its title commitment, the Commission shall give 6 the Airport Authority written notice of any objections to the title commitment for the Airport Authority Property and within thirty (30) days after the Airport Authority’s receipt of its title commitment, the Airport Authority shall give the Commission written notice of any objections to the title commitment for the Commission Property . F. Objections to Survey. Within thirty (30) days after the Commission’s receipt of the Survey, the Commission shall give the Airport Authority written notice of any objections to the Survey and within thirty (30) days after the Airport Authority’s receipt of the Survey, the Airport Authority shall give the Commission written notice of any objections to the Survey. G. Permitted Encumbrances. Any exceptions identified in the title commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If either Party is unable or unwilling to correct the other Party’s title and survey objections within the Due Diligence Period, the either Party may terminate this Agreement by written notice to the other Party prior to expiration of the Due Diligence Period. If neither Party terminates this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and each property shall be transferred without any effect being given to such title and survey objections. 6. AIRPORT AUTHORITY’S REPRESENTATIONS AND WARRANTIES The Airport Authority, upon advice of the Airport Authority Representative, represents and warrants to the Commission that the Airport Authority owns in fee simple title to the Airport Authority Property and has not granted any option or right of first refusal to any person or entity to acquire the Airport Authority Property or any interest therein. The Airport Authority, upon advise of the Airport Authority Representative, further represents and warrants that it has disclosed to the Commission any notifications from any local, state, or federal authority regarding environmental matters pertaining to the Airport Authority Property. The Airport Authority’s Representative shall provide the Commission with a copy of all known environmental inspection reports, engineering, title, and survey reports and documents in Airport Authority’s possession relating to the Airport Authority Property. In the event the Closing does not occur, the Commission will immediately return all such reports and documents to the Airport Authority’s Representative. 7. THE COMMISSION’S REPRESENTATIONS AND WARRANTIES The Commission, upon advice of the Commission Representative, represents and warrants to the Airport Authority that the Commission owns in fee simple title to the Commission Property and has not granted any option or right of first refusal to any person or entity to acquire the Commission Property or any interest therein. The Commission, upon advice of the Commission Representative further represents and warrants that it has disclosed to the Airport Authority any notifications from any local, state, or federal authority regarding 7 environmental matters pertaining to the Commission Property. The Commission’s Representative shall provide the Airport Authority a copy of all known environmental inspection reports, engineering, title, and survey reports and documents in Commission’s possession relating to the Commission Property. In the event the Closing does not occur, the Airport Authority will immediately return all such reports and documents to the Commission’s Representative. 8. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the transfer of title contemplated by this Agreement (the “Closing”) shall be held at the office of the Title Company on a mutually agreeable date not later than thirty (30) days after the end of the Due Diligence Period. B. Closing Procedure. (1) At Closing, subject to the performance by the Commission of its obligations under this Agreement, the Airport Authority shall deliver the special warranty deed, substantially in the form attached hereto as Exhibit C, conveying the Airport Authority Property to the Commission, subject only to Permitted Encumbrances, and the Title Company’s delivery of the title commitment to the Commission in accordance with Section 5 above. (2) At Closing, subject to the performance by the Airport Authority of its obligations under this Agreement, the Commission shall deliver the special warranty deed, substantially in the form attached hereto as Exhibit D, conveying the Commission Property to the Airport Authority, subject only to Permitted Encumbrances, and the Title Company’s delivery of the title commitment to the Airport Authority in accordance with Section 5 above. (3) The possession of each property shall be delivered to the receiving Party at Closing in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. (1) The Commission shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement for the Airport Authority Property. (2) The Airport Authority shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement for the Commission Property. 8 D. Personal Property. (1) Any personal property remaining at the Airport Authority Property after Closing will be deemed to be abandoned by Airport Authority, and the Commission, in its sole discretion, may choose to exercise possession of and control over any such personal property. (2) Any personal property remaining at the Commission Property after Closing will be deemed to be abandoned by Commission, and the Airport Authority, in its sole discretion, may choose to exercise possession of and control over any such personal property. 9. ACCEPTANCE OF PROPERTY “AS-IS” Except as otherwise set forth herein, each Party agrees the properties will be conveyed “as- is, where-is” and without any representations or warranties by either Party as to the condition of either property or its fitness for any particular use or purpose. Neither Party offers any such representation or warranty as to condition or fitness, and nothing in this Agreement shall be construed to constitute such a representation or warranty as to condition or fitness. 10. TAXES The Airport Authority shall be responsible for all taxes related to the Airport Authority Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. The Commission, or the Commission’s successors and assigns, shall be liable for all real property taxes accruing against the Airport Authority Property after the Closing Date, if any. The Commission shall be responsible for all taxes related to the Commission Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. The Airport Authority, or the Airport Authority’s successors and assigns, shall be liable for all real property taxes accruing against the Commission Property after the Closing Date, if any. 11. COMMISSIONS The Parties acknowledge that neither the Commission nor the Airport Authority are represented by any broker in connection with the transaction contemplated in this Agreement. The Commission and the Airport Authority agree to indemnify and hold one another harmless from any claim for commissions in connection with the transaction contemplated in this Agreement. 12. INTERPRETATION; APPLICABLE LAW; JURISDICTION Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities be presumptively resolved, against either Party. This Agreement shall be interpreted and 9 enforced according to the laws of the State of Indiana. 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. 13. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to the Airport Authority in care of Airport Authority’s Representative, or to the Commission in care of the Commission’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel) at the respective addresses stated in Section 1 above. Either Party may, by written notice, modify the address or designated representative for future notices to such Party. 14. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non-defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 15. 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 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. 16. INDEMNITY The Parties agree to reimburse each other for any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either Party may subsequently incur, become responsible for, or pay 10 out as a result of a breach by the other party in default of this Agreement. In the event of legal action initiated by a third party as a result of a breach of this Agreement, the breaching party shall assume the defense of the non-breaching party, including all costs associated therewith. 17. 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. 18. 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 mutual consent of the Parties. 19. 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. 20. TIME Time is of the essence of this Agreement. 21. ENTIRE AGREEMENT This Agreement embodies the entire agreement between the Airport Authority and the Commission and supersedes all prior discussions, understandings, or agreements between the Airport Authority and the Commission concerning the transaction contemplated in this Agreement, whether written or oral. 22. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by the Commission and the Airport Authority. This Agreement may be separately executed in counterparts by the Commission and the Airport Authority, and the same, when taken together, will be regarded as one original Agreement. Facsimile signatures will be regarded as original signatures. 11 23. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the Parties each represent and certify that they are the duly authorized representatives of the respective Parties and have been fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. [Signature Page Follows] 12 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the date of the last signature below. COMMISSION: South Bend Redevelopment Commission By: __________________________ Troy Warner, President ATTEST: By: __________________________ Eli Wax, Secretary Date: _______________________ AIRPORT AUTHORITY: St. Joseph County Airport Authority Board By: __________________________ _______________, _________________ Date: _______________________ EXHIBIT A Description of Airport Authority Property Parcel No. 71-03-28-100-006.000-009 Tax ID: 025-1010-0378 Legal Description: 119.5' On Cleveland Rd. W 1/2 Ne Nw 1.5 Ac. Sec. 28-38-2e Commonly Known As: 4208 CLEVELAND RD, SOUTH BEND, IN 46628 EXHIBIT B Description of Commission Property Parcel No. 71-03-33-301-008.000-009 Tax ID: 025-1008-033503 Legal Description: W Pt of Outlot A Airport Industrial Park Ph II Part B Major Sub NP #4732 7-20-07 Commonly Known As: 1743 N COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-301-015.000-026 Tax ID: 018-2183-688602 Legal Description: E Pt of Outlot A Airport Industrial Park Ph II Part B Major Sub NP #4732 7-20-07 Commonly Known As: 1743 N COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-301-904.000-009 Tax ID: 025-1008-033510 Legal Description: W pt of Outlot B Airport Industrial Park Ph II Pt B Major Sub NP#4732 7-20-07 Commonly Known As: 1705 COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-326-004.000-026 Tax ID: 018-2183-688621 Legal Description: E Pt of Outlot B Airport Industrial Park Ph II Part B Major Sub NP #4732 Commonly Known As: 1743 COMMERCE DRIVE, SOUTH BEND, IN 46628 EXHIBIT C Form of Special Warranty Deed 1 AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. 025-1010-0378 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that St. Joseph County Airport Authority (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate in St. Joseph County, Indiana (the “Property”): Parcel Key Number: 025-1010-0378 Legal Description: 119.5' On Cleveland Rd. W 1/2 Ne Nw 1.5 Ac. Sec. 28-38-2e Also Known As: 4208 CLEVELAND RD, SOUTH BEND, IN 46628 Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Further, Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases, or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; subject to the Permitted Encumbrances set forth in Exhibit 1 attached hereto; and subject to all applicable building codes and zoning ordinances. The undersigned person executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered and authorized to execute and deliver this deed, and that all necessary action to complete this conveyance has been taken and done. Signature Page Follows 2 GRANTOR: St. Joseph County Airport Authority By: ___________, ____________________ STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared ________________, known to me to be _________________ of St. Joseph County Airport Authority and acknowledged the execution of the foregoing Special Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2025. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana 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, Senior Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. 1 EXHIBIT 1 Permitted Encumbrances 2 Exhibit D Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. See Exhibit 1 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to the St. Joseph County Airport Authority Board, governing body of the St. Joseph County Airport Authority, 4477 Progress Dr, South Bend, IN 46628, (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate in St. Joseph County, Indiana (the “Property”): See Exhibit 1 Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Further, Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases, or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; subject to the Permitted Encumbrances set forth in Exhibit 2 attached hereto; and subject to all applicable building codes and zoning ordinances. The undersigned person executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered and authorized to execute and deliver this deed, and that all necessary action to complete this conveyance has been taken and done. Signature Page Follows GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION _________________________________ Troy Warner, President ATTEST: __________________________ Eli Wax, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Eli Wax, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2025. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana 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, Senior Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. Exhibit 1 Parcel No. 71-03-33-301-008.000-009 Tax ID: 025-1008-033503 Legal Description: W Pt of Outlot A Airport Industrial Park Ph II Part B Major Sub NP #4732 7-20-07 Commonly Known As: 1743 N COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-301-015.000-026 Tax ID: 018-2183-688602 Legal Description: E Pt of Outlot A Airport Industrial Park Ph II Part B Major Sub NP #4732 7- 20-07 Commonly Known As: 1743 N COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-301-904.000-009 Tax ID: 025-1008-033510 Legal Description: W pt of Outlot B Airport Industrial Park Ph II Pt B Major Sub NP#4732 7- 20-07 Commonly Known As: 1705 COMMERCE DR, SOUTH BEND, IN 46628 Parcel No. 71-03-33-326-004.000-026 Tax ID: 018-2183-688621 Legal Description: E Pt of Outlot B Airport Industrial Park Ph II Part B Major Sub NP #4732 Commonly Known As: 1743 COMMERCE DRIVE, SOUTH BEND, IN 46628 Exhibit 2 Permitted Encumbrances South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 4/1/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Purchase Agreement – 4216 Old Cleveland Road Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approval of real estate purchase agreement for the $192,500 purchase of the property located at 4216 Old Cleveland Road SPECIFICS: The Department of Community Investment requests approval of the purchase agreement of the property located at 4216 Old Cleveland Rd for the purchase price of $192,500 which is the average value of two appraisals. This is a currently single-family residential property located near and adjacent to other City of South Bend owned properties. Staff propose the acquisition of this property to allow for the redevelopment of the area and believe there is the potential for a higher and better use of the site than currently utilized. Acquiring 4216 Old Cleveland will allow for the City to strategically plan for redevelopment of an entire stretch of Old Cleveland Road that is current underutilized. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (“Agreement”) is made by and between Cory E Dolan, an individual (“Seller”) with an address 4216 Old Cleveland Road, South Bend, IN 46628 (“Seller”) and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, with an address of 227 W. Jefferson Boulevard, Suite 1400 S, South Bend, Indiana 46601 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A. Buyer 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”). B. In furtherance of its purposes under the Act, Buyer desires to purchase from Seller certain real property located at 4216 OLD CLEVELAND ROAD in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit A (the “Property”). C. The Property is situated in the River West Development Area and is set forth on the acquisition list related thereto, pursuant to Buyer’s Resolution No. 1238. D. Seller desires to sell the Property to the Buyer in accordance with Section 36-7-14-19 of the Act and this Agreement. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Seller, constitutes Seller’s offer to sell the Property and once signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement. A copy signed by Buyer shall be delivered to the Seller, in care of the following representative (“Seller’s Representative”): ______________ ______________ ______________ Seller shall return a signed copy of this Agreement to the following representative (“Buyer’s Representative”): Executive Director of Community Investment City of South Bend 1400S County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 2 With a copy to: South Bend Legal Department Attn: Corporation Counsel City of South Bend 1200 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed by Buyer and Seller (the “Contract Date”). 2. PURCHASE PRICE A. Purchase Price. The purchase price for the Property shall be One Hundred Ninety-Two Thousand Five Hundred Dollars ($192,500) (the “Purchase Price”), payable by Buyer to Seller as described in Section 7 (the “Closing,” the date of which is the “Closing Date”). B. Earnest Money Deposit. Within five (5) business days after the Contract Date, Buyer will deliver to Seller the sum of Five Thousand Dollars ($5,000.00), which Seller will hold as an earnest money deposit (the “Earnest Money Deposit”). Seller will be responsible for disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing occurs, refunded or forfeited as provided below. 3. BUYER’S DUE DILIGENCE A. Investigation. Seller acknowledges that Buyer’s determination to purchase the Property requires a process of investigation (Buyer’s “Due Diligence”) into various matters. Therefore, Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Authorizations During Due Diligence Period. Seller authorizes Buyer, as of the Contract Date and continuing until the end of the Due Diligence Period (as defined below), to: (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, however, that Buyer may not take any action upon the Property which reduces the value thereof without Seller’s express written consent, which shall not be unreasonably delayed or 3 withheld; and further provided that if Closing does not occur, Buyer shall promptly restore the Property to its condition prior to entry; and (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated use of the Property. If Seller’s written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application, Buyer may forward necessary, reasonable forms created by the governmental agency to and request from Seller such consent or signature, which Seller shall not unreasonably withhold after being reimbursed for Seller’s expenses. C. Due Diligence Period. Buyer shall have a period of thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the “Due Diligence Period”). Upon written notice, the Parties may proceed to Closing prior to the expiration of the Due Diligence period described in this Section. D. Termination of Agreement. If at any time within the Due Diligence Period, Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 4. PRESERVATION OF TITLE AND CONDITION A. After the date Seller receives a copy of this Agreement as described in Section 1, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any new interests, liens, restrictions, easements, covenants, reservations or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). B. Seller hereby covenants that Seller will not alter the condition of the Property at any time after the date Seller receives a copy of this Agreement as described in Section 1. Further, Seller will not release or cause to be released any hazardous substances on or near the Property and will not otherwise collect or store hazardous substances or other materials, goods, refuse or debris at the Property. 5. TITLE COMMITMENT AND SURVEY Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within twenty (20) days after the Contract Date. Buyer, at its option, may obtain a survey of the Property, at its sole expense. The Property shall be conveyed to Buyer free of all encumbrances, including but not limited to mortgages, judgments, and taxes, unless otherwise waived in writing by Buyer. The Title Commitment will be 4 issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”). The Title Commitment shall: (1) Agree to insure good, marketable and indefeasible fee simple title to the Property in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed from the Seller to the Buyer. (2) Provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject only to any encumbrances waived by Buyer. Regardless of whether this transaction closes, Buyer shall be responsible for the title search charges, the cost of the Title Commitment and owner’s policy. Within thirty (30) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within thirty (30) days after Buyer’s receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period. If Buyer fails to so terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 6. SELLERS’ REPRESENTATIONS AND WARRANTIES The undersigned Seller represents and warrants to Buyer that Seller owns fee simple title to the Property and has not granted any option or right of first refusal to any person or entity to acquire the Property or any interest therein. The undersigned Seller further represents and warrants it is fully empowered to sell the Property to Buyer under the terms and conditions stated in this Agreement, and that it has disclosed to Buyer any notifications from any local, state, or federal authority regarding environmental matters pertaining to the Property. Seller shall provide Buyer a copy of all known environmental inspection reports, engineering, title, and survey reports and documents in Seller’s possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Seller’s Representative. 7. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the transfer of title contemplated by this Agreement (the “Closing”) shall be held at the office of the Title Company on a mutually agreeable date not later than one hundred fifty (150) days after the end of the Due Diligence Period. B. Closing Procedure. 5 (1) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of a special warranty deed, substantially in the form attached hereto as Exhibit B, conveying the Property to the Buyer, free and clear of all liens, encumbrances, judgments, title defects and exceptions, except those expressly waived by Buyer, and the Title Company’s delivery of the Title Commitment to Buyer in accordance with Section 5 above. (2) The possession of the Property shall be delivered to the Buyer at Closing, in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement. D. Personal Property. Any personal property remaining at the Property after Closing will be deemed to be abandoned by the Seller, and Buyer, in its sole discretion, may choose to exercise possession of and control over any such personal property. E. Seller’s Due Diligence. Seller acknowledges that Seller has conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Seller may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement. 8. ACCEPTANCE OF PROPERTY “AS-IS” Except as otherwise set forth herein, Buyer agrees to purchase the Property “as-is, where- is” and without any representations or warranties by Seller as to the condition of the property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement shall be construed to constitute such a representation or warranty as to condition or fitness. 9. TAXES Seller shall be responsible for all taxes related to the Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. Buyer, or Buyer’s successors and assigns, shall be liable for all real property taxes accruing against the Property after the Closing Date, if any. 10. COMMISSIONS The Parties acknowledge that Seller is represented by ______________ in connection with the transaction contemplated in this Agreement. Buyer is not represented by any broker. Buyer and Seller agree to indemnify and hold one another harmless from any claim for commissions, other than that owed to _____________, which will be paid by Seller, in connection with the transaction contemplated in this Agreement. 11. INTERPRETATION; APPLICABLE LAW; JURISDICTION 6 Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 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. 12. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller’s Representative, or to Buyer in care of Buyer’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel) at the respective addresses stated in Section 1 above. Either Party may, by written notice, modify the address for future notices to such Party. 13. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non-defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 14. 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 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. 15. INDEMNITY The Parties agree to reimburse each other for any and all liabilities, claims, penalties, 7 forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party in default of this Agreement. In the event of legal action initiated by a third party as a result of a breach of this Agreement, the breaching party shall assume the defense of the non-breaching party, including all costs associated therewith. 16. 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. 17. 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 mutual consent of the Parties. 18. 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. 19. TIME Time is of the essence of this Agreement. 20. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements between Seller and Buyer concerning the transaction contemplated in this Agreement, whether written or oral. 21. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Facsimile signatures will be regarded as original signatures. 8 22. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the Parties each represent and certify that they are the duly authorized representatives of the respective Parties and have been fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. Further, the undersigned representative of Seller represents and warrants that Seller is duly organized, validly existing, and in good standing under the laws of the State of Indiana. [Signature Page Follows] EXHIBIT A Description of Property Commonly Known as: 4216 Old Cleveland Road Parcel ID: 025-1010-0374 State ID: 71-03-28-100-009.000-009 Legal Description: Beg 152' E Nw Cor E 1/2 Nw 1/4 S 660' E 178' N 660' W 181' To Pob 2.74 Ac South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE: 4/3/2025 FROM: Caleb Bauer – Executive Director of Community Investment Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: 1st Amendment Purchase Agreement – State Theatre Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approval of a first amendment to the real estate purchase agreement for the State Theatre located at 212 & 216 S Michigan St SPECIFICS: The RDC approved a Real Estate Purchase Agreement on February 13, 2025, for the State Theatre located at 212 & 216 S Michigan St and City staff have begun the due diligence process to investigate the condition of this property. Through the due diligence process Staff have been investigating various issues of the building including structural and engineering analysis of the current state of the structure. The RDC staff requested from the current owner an additional fifteen (15) days to conclude the due diligence process. The owner agreed with the request. The attached First Amendment extends the due diligence period by fifteen (15) days. No other substantive changes have been made to the original agreement. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This First Amendment to Real Estate Purchase Agreement (this “First Amendment”) is made effective as of April 10, 2025 (the “Effective Date”), by and between AMF Holdings, LLC (the “Sellers”) and the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A. Buyer and Sellers entered into that certain Real Estate Purchase Agreement, dated February 13, 2025 (the “Agreement”), for the purchase and sale of the Property (as defined in the Agreement) located in the City of South Bend. B. Buyer has requested an extension of the Due Diligence and Closing date for further investigation into the building. C. The Parties wish to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and obligations in this First Amendment and the Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1. In Section 3.C. of the Agreement, the phrase “forty-five (45) days” shall be deleted and replaced with “sixty (60) days.” 2. Unless expressly modified by this First Amendment, the terms and provisions of the Agreement remain in full force and effect. 3. Capitalized terms used in this First Amendment will have the meanings set forth in the Agreement unless otherwise stated herein. [Signature page follows.] 2 IN WITNESS WHEREOF, the Parties hereby execute this First Amendment to Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: South Bend Redevelopment Commission __________________________ Troy Warner, President ATTEST: __________________________ Eli Wax, Secretary SELLERS: __________________________ Keith C. Crandall Vice President AMF Holdings, LLC South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE: 4-1-2025 FROM: Caleb Bauer – Executive Director of Community Investment Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Budget Request for State Theatre Critical Repairs Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Budget Request to provide funds for critical repairs to the State Theatre SPECIFICS: The RDC approved a Real Estate Purchase Agreement on February 13, 2025, for the State Theatre located at 212 & 216 S Michigan St and City staff have begun the due diligence process to investigate the condition of this property. Through the due diligence process Staff have determined that there are critical repairs that need to be performed to prevent the condition of the building from deteriorating further. The requested $350k would provide the funding to make immediate repairs to the roof structure to prevent further moisture infiltration, clear scuppers and external downspouts, and secure all doors and windows. Any excess funds would be reserved for possible design of further improvements to the building or day-to-day property maintenance. Performing these repairs as soon as RDC takes possession of the building will prevent any further long-term damage. Funds would only be expended if closing occurs, and the Redevelopment Commission takes ownership of the State Theater. If closing does not occur, the funds will be returned to the River West Development Area. Staff recommend approval of the budget request. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION