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HomeMy WebLinkAboutResolution No. 3632, 3634 & Transfer Agrmnt. (Airport Auth. Old Cleveland & Commerce) - SignedSouth Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 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 April 10, 2025  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: _______________________ April 10, 2025 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 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