HomeMy WebLinkAboutRedevelopment Commission Agenda & Packet - 05.22.25
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Agenda
Regular Meeting, May 22, 2025 – 9:30 a.m.
Council Chambers 4th Floor or
https://tinyurl.com/RDC-2025-4T
1. Roll Call
2. Approval of Minutes
A. Minutes of the Regular Meeting of May 8, 2025
3. Approval of Claims
A. Claims Allowance April 29, 2025
B. Claims Allowance May 8, 2025
4. Old Business
A. None
5. New Business
A. River West Development Area
1. Purchase Agreement for 802-812 S. Lafayette Blvd. (ChoiceLight, Inc.)
2. License Agreement for Temporary Use for 332 W. Jefferson Blvd. (Historic
Hearthstone LLC)
3. Resolution No. 3639 Authorizing Use of Increased TIF Revenues and Amending
Development Agreement (Monreaux)
4. Sublease Agreement 103 W. Colfax (Haunt of Hounds)
5. Bid Specifications for Disposition of Property (4022 Old Cleveland Rd.)
6. Notice of Intended Disposition of Property (4022 Old Cleveland Rd.)
7. Resolution No. 3640 for Disposition of Property (4022 Old Cleveland Rd.)
B. River East Development Area
1. Opening of Bids (Former Oaklawn Property)
2. Opening of Bids (Former YMCA)
3. Amendment to Development Agreement (River Walk L.L.C.)
6. Progress Reports
A. Tax Abatement
B. Common Council
C. Other
7. Next Commission Meeting
Thursday, June 12, 2025, 9:30 a.m. at BPW Conference Room 13th Floor with an
Executive Session immediately following at DCI Conference Room 14th Floor
CITY OF SOUTH BEND
REDEVELOPMENT COMMISSION
SOUTH BEND REDEVELOPMENT COMMISSION MINUTES
May 8, 2025, at 9:30 a.m.
Council Chambers 4th Floor or
https://tinyurl.com/RDC-2025-2T
The South Bend Redevelopment Commission was called to order at 9:30 a.m.
President Troy Warner presiding.
1. ROLL CALL
Members Present: Troy Warner, President
David Relos, Vice President
Eli Wax, Secretary
Gillian Shaw, Commissioner
Ophelia Gooden-Rodgers, Commissioner
Members Virtually: Marcus Ellison, Non-Voting Advisor – Joined 9:47 a.m.
Legal Staff: Danielle Campbell Weiss, Senior Asst. City Attorney
Redevelopment Staff: Erin Michaels, Property Development Manager, DCI
Rosa Tomas, Director of Finance, DCI - Virtual
Tim Corcoran, Chief Planner, DCI - Virtual
Laura Hensley, Board Secretary, DCI
Others Present: Jitin Kain, Deputy Director of Public Works
Timothy Schuster, J.C. Hart Attorney - Virtual
Tina Patton, 707 Sherman Ave.
Matt Barrett, 110 S. Niles Ave.
Greg Swiercz, SB Tribune
Tyler Gillean, Seven Diamonds LLC
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – May 8, 2025
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JP Wielgos, Seven Diamonds LLC
Pat Matthews, Seven Diamonds LLC
2. Approval of Minutes
A. Approval of Minutes of the Regular Meeting of Thursday, April 24, 2025
Upon a motion by Eli Wax for approval, second by Ophelia Gooden-
Rodgers, the motion carried unanimously; the Commission approved the
minutes of the regular meeting of April 24, 2025.
3. Approval of Claims
A. No Claims Allowances
4. Old Business
A. None
5. New Business
A. River West Development Area
1. Opening Proposals (Main Street Housing RFP)
Erin Michaels, Property Development Manager, stated we received two
(2) proposals prior to the deadline. Ms. Michaels asked staff to review
and make recommendations at the next RDC meeting on July 10,
2025.
I. Seven Diamonds, LLC
1130 South Bend Ave., Ste 350
South Bend, IN 46617
J. Patrick Matthews, President
Pat@7.Diamonds
574.315.9668
II. Flaherty & Collins and Garmong Construction
211 N Pennsylvania, Suite 300
Indianapolis, IN 46204
Deron Kintner, VP of Development
dkintner@flco.com
317.819.1559
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – May 8, 2025
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President Warner and Vice President Relos asked that the
Commission receives a summary prior to the July 10th RDC meeting.
Upon a motion by Eli Wax to refer the proposals to staff for review and
recommendations, seconded by Ophelia Gooden-Rodgers, the motion
carried unanimously; the Commission approved the Proposal
Openings as presented on May 8, 2025.
2. Agreement to Release Easement (JC Hart)
Danielle Campbell Weiss, Senior Assistant City Attorney, presented
the Agreement to Release Easement benefitting the River Glen Office
Park site. On January 9, 2025, the Redevelopment Commission (RDC)
and JC Hart Company (the Developer) executed a Development
Agreement to work together on a transformational project on the
western bank of the St. Joseph River in downtown South Bend. This
project is located just north of the old River Glen Office Park, which the
RDC bought on May 6, 2024. As the owner, the RDC is the beneficiary
of a non-exclusive ingress and egress easement that allows pedestrian
and vehicular access to get to and from Wayne Street/Jefferson
Boulevard.
As part of the Development Agreement, the Developer agreed to
create the Riverwalk Project, and the RDC agreed to build and
dedicate certain public roadways, sidewalks, and other related
improvements. These improvements are mostly funded by a READI
2.0 grant from the State of Indiana. Once finished, these roads will
provide access to and from the RDC-owned property at the River Glen
Office Park.
On March 13, 2025, the RDC approved an agreement to temporarily
suspend the use of the path during the Riverwalk Project's construction
and to relinquish the easement entirely once the new roads are
completed. This agreement has been held in escrow, waiting for the
Developer to close on the acquisition of the property and has not been
recorded yet. Recently, the Developer asked to replace the previous
agreement with the new one before the Commission today which is
entitled “Release of Easement.” This new agreement would release the
path sooner, instead of waiting until construction is finished. If
approved, the new agreement would replace the old one, making it null
and void.
The need to release the path has always been at the center of the
Developer’s needs for the project. This new agreement, in addition to
causing the release of easement to occur sooner, will also help explain
the situation to the Developer’s construction lender, clarify title records,
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – May 8, 2025
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and provide clarity and administrative ease to both parties involved. In
return for the RDC agreeing to this new release, the Developer
promises to include in its plans a commitment to dedicate all necessary
rights-of-way on the project site, which will enable the development of
a public street and public utilities to serve the site and connect
neighboring properties, including the Commission’s property. This was
already the plan, but this agreement confirms it.
During construction, the River Glen Office site will still have access to
Monroe and Columbia Streets. Once the project is fully developed, the
River Glen Office Park will have much better access to Jefferson
Boulevard/Wayne Street through a newly built public road and
sidewalks that currently exist today.
President Warner inquired about the specific location of the easement
and what alternative access would exist for the RDC property and Ms.
Campbell Weiss explained that RDC would retain access to the most
utilized entry and exit points. Secretary Wax asked why the temporary
easement would not be satisfactory to J.C. Hart. Timothy Schuster,
J.C. Hart Attorney, explained that when we first drafted this document,
the timing was different. Now, we need to move up the timing.
Our main concerns are:
1. From an administrative perspective.
2. Adding clarity for our construction lender. The old agreement
focused a lot on the timing of road construction.
The economic development agreement includes the construction of
roadways by the City, and we were worried our lender would be
concerned about delays because the city is responsible for that work.
To keep things simple, it's easier to escrow this and record it when we
close, as Ms. Campbell Weiss mentioned. This easement is rarely
used. Once the roads are completed, there will be public right of way in
that area, allowing access from the River Glen Office Park site to
Wayne/Jefferson Street.
Secretary Wax asked what is the consideration in this case? Is it
commitment, or are the future site plans the consideration? Mr.
Schuster stated that the commitment is to include the dedication of
rights-of-way in the plans and specifications submission.
Upon a motion by David Relos for approval, seconded by Gillian Shaw,
the motion carried unanimously; the Commission approved Agreement
as presented on May 8, 2025.
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – May 8, 2025
5
B. River West, River East, South Side, & West Washington Development
Areas
1. Budget Request (Rebuilding Our Streets 2025)
Jitin Kain, Deputy Director of Public Works, presented a budget
request. This request for funding from the River West, West
Washington, River East, and South Side TIF Districts to support the
City’s 2025 Annual Paving Program. These investments will directly
contribute to street resurfacing and reconstruction projects within each
TIF boundary, improving road conditions, enhancing safety, and
supporting ongoing neighborhood revitalization. TIF funding is a crucial
part of the City’s overall paving strategy, allowing us to maximize the
impact of limited local resources while aligning with redevelopment
goals.
Funding is requested from each TIF District as follows:
• West Washington Development Area: $400,000
• River East Development Area: $1,500,000
• South Side Development Area: $1,000,000
• River West Development Area: $1,000,000
Secretary Wax asked about what the allocation from the General Fund
will be. Mr. Kain stated that approximately $5 million of the total paving
dollars will be coming from other funds, however, the remainder will be
from TIF funding, totaling $10 million. Secretary Wax clarified that
roughly $3 million from TIF funding and Mr. Kain stated for the first
round there will be another request later. Mr. Wax also asked about the
number of streets being paved are proportionate to the amount of
actual development in that district. Mr. Kain stated that the list will be
coming out soon and he will provide that information soon.
Commissioner Gooden-Rodgers about how the City chooses the
streets that need to be repaved. Mr. Kain explained that Street Logics
is hired to assess the streets. They are well-known for their street
assessments. They use a car equipped with cameras all around it,
including on top and underneath. This car drives through the entire
city, capturing videos of every street. The videos are then analyzed by
AI (artificial intelligence) software that looks for cracks and other
stresses in the streets. The software assigns a score to each street
based on what it sees in the videos. A low score, like 15 or 20, means
the street needs paving soon. A high score, like 80 or 90, means the
street was recently paved. We focus on streets with scores in the 20 to
30 range because anything below 20 should have already been
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – May 8, 2025
6
addressed as part of our previous efforts to fix the worst streets. This
process is done by software, so there's no chance of human error.
Upon a motion by Troy Warner for approval, seconded by Eli Wax, the
motion carried unanimously; the Commission approved the Budget
Request as presented on May 8, 2025.
6. Progress Reports
A. Tax Abatement
None
B. Common Council
None
C. Other
None
7. Next Commission Meeting
Thursday, May 22, 2025, 9:30 a.m. at Council Chambers 4th Floor.
8. Adjournment
Thursday, May 8, 2025, 9:58 a.m.
______________________________ ______________________________
Eli Wax, Secretary Troy Warner, President
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Tuesday, April 29, 2025
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0106223 $102,780.00
GBLN-0106693 $382,157.99
GBLN-0106892 $269,055.00
Total:$753,992.99
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
Attest:_______________________________
Name:
ance
d claims and
Expenditure approval
RDC Payments-04/22/25 Pymt Run
GBLN-0106223
Payment method:
Voucher:
Payment date:
Vendor#
V-00000019
Payment method:
Voucher:
Payment date:
Vendor#
V-00000074
Payment method:
Voucher:
Payment date:
Vendor#
V-00000698
Payment method:
Voucher:
Payment date:
Vendor#
ACH-Total
RDCP-00037815
4/22/2025
Name
ABONMARCHE
CONSULTANTS
OF IN
CHK-Total
RDCP-00037816
4/22/2025
Name
ALLIANCE
ARCHITECTS
INC
CHK-Total
RDCP-00037817
4/22/2025
Name
GREEN
DEMOLITION
CONTRACTORS
INC
CHK-Total
RDCP-00037818
4/22/2025
Name
Invoice# Line description Due date
15 Notre Dame to Downtown Trail Project -Amendment #3 4/30/2025
Invoice# Line description Due date
240153 Studebaker Museum Skylight Replacement -
Engineering Services
10/6/2024
Invoice# Line description Due date
APP #5 Drewry's Cleanup Phase II 3/30/2025
Invoice# Line description Due date
Invoice amount Financial dimensions
$1,000.00
429-10-102-121-442001-
PROJ00000451
Invoice amount Financial dimensions
$550.00
Invoice amount
$43,180.00
324-10-102-121-443001-
PROJ00000523
Financial dimensions
324-10-102-121-439018--
PROJ00000023
Invoice amount Financial dimensions
Purchase order
PO-0036671
Purchase order
PO-0029655
Purchase order
PO-0033256
Purchase order
V-00000788
Payment method:
Voucher:
Payment date:
Vendor#
V-00001188
Payment method:
Voucher:
Payment date:
Vendor#
V-00003121
Payment method:
Voucher:
Payment date:
Vendor#
V-00006617
HWC
ENGINEERING
INC
ACH-Total
RDCP-00037819
4/22/2025
Name
NEAR
NORTHWEST
NEIGHBORHOO
D
CHK-Total
RDCP-00037820
4/22/2025
Name
THK Law, LLP
ACH-Total
RDCP-00037821
4/22/2025
Name
RATIO
2024118S7
Invoice#
11
Invoice#
27
Invoice#
Architects, LLC 2105500036642
Design of Portage Prairie Water Main Extension 4/30/2025
Line description Due date
Financial Empowerment Center Model 5/2/2025
Line description Due date
Legal Services -300 E. Lasalle/ CCD 4/30/2025
Line description Due date
MPAC Additions Professional Services 4/30/2025
$8,980.00
324-10-102-121-431002-
PROJ00000553
Invoice amount Financial dimensions
$8,968.77
433-10-102-123-439300-
PROJ00000565
Invoice amount Financial dimensions
$1,725.00 429-10-102-121-431001--
Invoice amount Financial dimensions
324-10-102-121-431002--
$38,376.86 PROJ00000294
PO-0034619
Purchase order
PO-0033403
Purchase order
PO-0029493
Purchase order
PO-0013835
Expenditure approval
RDC Payments-4/29/25 Pymt Run
GBLN-0106693
Payment method:
Voucher:
Payment date:
Vendor#
V-00000019
Payment method:
Voucher:
Payment date:
Vendor#
V-00000107
V-00000107
Payment method:
Voucher:
Payment date:
Vendor#
V-00000472
Payment method:
Voucher:
Payment date:
ACH-Total
RDCP-00038015
4/29/2025
Name
ABONMARCHE
CONSULTANTS
OF IN
CHK-Total
RDCP-00038016
4/29/2025
Name
AMERICAN
STRUCTUREPOI
NT INC
AMERICAN
STRUCTUREPOI
NT INC
CHK-Total
RDCP-00038017
4/29/2025
Name
DLZ IN DIANA
LLC
ACH-Total
RDCP-00038018
4/29/2025
Invoice#
157377
Invoice#
188848
188472
Invoice#
604881
Line description Due date
Design Potawatomi Park Improvements 4/30/2025
Line description Due date
Lafayette Building Analysis 5/9/2025
Market District Preliminary Engineering 4/24/2025
Line description Due date
Safe Routes to School (SRTS) Kennedy Academy - Design 4/26/2025
Invoice amount Financial dimensions
$45,065.00
Invoice amount
$3,675.00
$88,408.70
429-10-102-121-431002-
PROJ00000554
Financial dimensions
324-10-102-121-431002--
PROJ00000535
324-10-102-121-431002--
PROJ00000526
Invoice amount Financial dimensions
324-10-102-121-431002--
$22,335.00 PROJ00000411
Purchase order
PO-0034615
Purchase order
PO-0033437
PO-0029308
Purchase order
PO-0023413
Expenditure approval
RDC Payments-March Wire-Rcvd Apr 2025
GBLN-0106892
Payment method:
Voucher:
Payment date:
Vendor#
V-00001077
Wire-Total
RDCP-00038215
3/31/2025
Name
MERIDIAN
TITLE CORP
Invoice#
2426590
Line description Due date Invoice amount Financial dimensions Purchase order
Purchase 425 E Madison (Oaklawn Building) 3/31/2025 $269,055.00 429-10-102-121-443000--PO-0035044
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Thursday, May 8, 2025
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
submit them for allowance in the following amounts:
GBLN-0107191 $233,228.00
GBLN-0107437 $100,000.00
GBLN-0000000 $0.00
Total:$333,228.00
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
Attest:_______________________________
Name:
ance
d claims and
Expenditure approval
RDC Payments-5/6/25 Pymt Run
GBLN-0107191
Payment method:
Voucher:
Payment date:
Vendor#
V-00000107
V-00000107
Payment method:
Voucher:
Payment date:
Vendor#
V-00000472
Payment method:
Voucher:
Payment date:
Vendor#
V-00000698
Payment method:
Voucher:
Payment date:
CHK-Total
RDCP-00038415
5/6/2025
Name
AMERICAN
STRUCTUREPOI
NT INC
AMERICAN
STRUCTUREPOI
NT INC
CHK-Total
RDCP-00038416
5/6/2025
Name
DLZ IN DIANA
LLC
CHK-Total
RDCP-00038417
5/6/2025
Name
GREEN
DEMOLITION
CONTRACTORS
INC
CHK-Total
RDCP-00038418
5/6/2025
Invoice#
188987
189218
Invoice#
604524
Invoice#
APP #5
Line description Due date
Beacon District Project -SBMF Demo PSA -Amend #3
(conceptual and schem 5/11/2025
Beacon District Project -SBMF Demo PSA -Amend #3
(conceptual and schem 5/16/2025
Line description Due date
Safe Routes to School (SRTS) Kennedy Academy - Design 3/27/2025
Line description Due date
YMCA Emergency Demo 5/15/2025
Invoice amount Financial dimensions
324-10-102-121-439018--
$2,914.00 PROJ00000528
324-10-102-121-439018--
$16,137.40 PROJ00000528
Invoice amount Financial dimensions
324-10-102-121-431002--
$2,615.00 PROJ00000411
Invoice amount Financial dimensions
$75,500.00
429-10-102-121-439018-
PROJ00000564
Purchase order
PO-0029313
PO-0029313
Purchase order
PO-0023413
Purchase order
PO-0034095
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
DATE : 5/12/2025
FROM: Erin Michaels – Property Development Manager
SUBJECT: Purchase Agreement – 802-812 S Lafayette Blvd
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 Purchase Agreement for 802-812 S Lafayette Blvd
SPECIFICS: The Redevelopment Commission owns three (3) parcels located at 802-812 S Lafayette Blvd that were
put through disposition on July 14, 2016 and received no bids on August 11, 2016. The proposed purchase
agreement would be between the RDC and ChoiceLight, Inc.
The Agreement commits ChoiceLight, Inc to the following terms:
- Purchase price of $15,750.00
- Due Diligence Period: Sixty (60) days following approval of Agreement
- Closing Period: Twenty (20) days after the end of the Due Diligence Period
- Development of a telecommunications shelter
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this “Agreement”) is made on ______________,
2025 (the “Contract Date”), by and between the City of South Bend, Indiana, Department of
Redevelopment, acting by and through its governing body, the South Bend Redevelopment
Commission (“Seller”) and ChoiceLight, Inc., an Indiana nonprofit corporation, (“Buyer”) (each a
“Party” and together the “Parties”).
RECITALS
A. Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act
of 1953, as amended, being Ind. Code 36-7-14 (the “Act”).
B. In furtherance of its purposes under the Act, Seller owns three (3) parcels of real
property located in South Bend, Indiana (the “City”) commonly known by state parcel IDs 71-08-
12-354-002.000-026, 71-08-12-354-003.000-026, and 71-08-12-354-004.000-026, and more
particularly described in attached Exhibit A (the “Property”).
C. Pursuant to the Act, Seller adopted its Resolution No. 3342 on July 14, 2016,
whereby Seller established a total offering price of Fifteen Thousand Seven Hundred Fifty Dollars
($15,750.00) for the Property.
D. Pursuant to the Act, on July 14, 2016, Seller authorized the publication, on July 22,
2016 and July 29, 2016, respectively, of a notice of its intent to sell the Property and its desire to
receive bids for said Property on or before August 11, 2016, at 9:30A.M.
E. On August 11, 2016, at 9:30A.M., Seller received no bids for the Property.
F. Buyer subsequently expressed interest in purchasing the Property for purposes of
constructing a fiber hut.
G. Having satisfied the conditions stated in Section 22 of the Act, Seller now desires to
sell the Property to Buyer on the terms stated in 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. RECITALS
The recitals above are hereby incorporated into this Agreement by reference.
2. OFFER AND ACCEPTANCE
A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on
the terms stated in this Agreement and shall be delivered to Seller, in care of the following
representative (“Seller’s Representative”):
TO SELLER: Caleb Bauer
Executive Director
Department of Community Investment
City of South Bend
1400 S. County-City Building
227 W. Jefferson Blvd.
South Bend, Indiana 46601
WITH 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
This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept Buyer’s
offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with
applicable laws, to the following (“Buyer’s Representative”):
TO BUYER: ChoiceLight, Inc.
Attn: Regina Emberton
130 S. Main St, Suite 275
South Bend, IN 46601
remberton@choicelight.org
WITH COPY TO: Richard A. Nussbaum, II
Attorney for ChoiceLight, Inc
210 S. Michigan St, Suite 500
South Bend, IN 46601
3. PURCHASE PRICE
The purchase price for the Property shall be Fifteen Thousand Seven Hundred Fifty Dollars
($15,750.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in
Section 10 below (the “Closing,” the date of which is the “Closing Date”).
4. BUYER’S DUE DILIGENCE
A. Investigation. Buyer and Seller have made and entered into this Agreement based
on their mutual understanding that Buyer intends to develop the Property into a telecommunications
shelter (the “Buyer’s Use”). Seller acknowledges that Buyer’s determination of whether Buyer’s
Use is feasible requires investigation into various matters (Buyer’s “Due Diligence”). 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. Due Diligence Period. Buyer shall have a period of sixty (60) days following the
Contract Date to complete its examination of the Property in accordance with this Section 4 (the
“Due Diligence Period”).
C. Authorizations During Due Diligence Period. During the Due Diligence Period,
Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability
insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars
($1,000,000), naming Seller as an additional insured and covering the activities, acts, and
omissions of Buyer and its representatives at the Property, to
(i) enter upon the Property or to cause agents to enter upon the Property for
purposes of examination; provided, that Buyer may not take any action upon the Property
which reduces the value thereof and Buyer may not conduct any invasive testing at the
Property without Seller’s express prior written consent; further provided, that if the
transaction contemplated herein is not consummated, Buyer shall promptly restore the
Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller
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 Seller, including without limitation, reasonable attorney fees and
costs arising from acts or omissions of Buyer or Buyer’s agents or representatives; 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 request from Seller such consent or signature, which Seller shall not
unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other
commitments that would further restrict the future use or development of the Property,
beyond the restrictions in place as a result of the current zoning of the Property, shall be
subject to Seller’s prior review and written approval.
D. Environmental Site Assessment. Buyer may, at Buyer’s sole expense, obtain a
Phase I environmental site assessment of the Property pursuant to and limited by the authorizations
stated in this Section 4.
E. 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’s Representative.
5. SELLER’S DOCUMENTS
Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection,
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 with or without a written request by Seller.
6. PRESERVATION OF TITLE
After the Contract Date, Seller shall not take any action or allow any action to be taken by others
to cause the Property to become subject to any interests, liens, restrictions, easements, covenants,
reservations, or other matters affecting Seller’s title (such matters are referred to as
“Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and
to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a
survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The
Property shall be conveyed to Buyer free of any Encumbrances other than Permitted
Encumbrances (as defined in Section 8 below).
7. TITLE COMMITMENT AND POLICY REQUIREMENTS
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. The Title Commitment shall (i) agree to insure good,
marketable, and indefeasible fee simple title to the Property (including public road access) in the
name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a
special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a
final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to
the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be
responsible for all of the Title Company’s title search charges and all costs of the Title
Commitment and owner’s policy.
8. REVIEW OF TITLE COMMITMENT AND SURVEY
Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller
written notice of any objections to the Title Commitment. Within twenty (20) 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.
9. 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 (with a copy to South Bend Legal Department, 1200 S. County-City
Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer
in care of Buyer’s Representative at their respective addresses stated in Section 2 above. Either
Party may, by written notice, modify its address or representative for future notices.
10. CLOSING
A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall
be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date
not later than thirty (30) days after the end of the Due Diligence Period.
B. Closing Procedure.
(i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on
Seller’s delivery of the Special Warranty Deed, in the form attached hereto as Exhibit B,
conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and
exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the
marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with
Section 8 above.
(ii) Possession of the Property shall be delivered to the Buyer at Closing, in the
same condition as it existed on the Contract Date, ordinary wear and tear and casualty
excepted.
C. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document
preparation fees and all recordation costs associated with the transaction contemplated in this
Agreement.
11. ACCEPTANCE OF PROPERTY AS-IS
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 will be construed to constitute such a representation or warranty as to condition or
fitness.
12. TAXES
Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date, if any.
Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on
the Property.
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. COMMISSIONS
The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is
represented by any broker in connection with the transaction contemplated in this Agreement.
Buyer and Seller agree to indemnify and hold harmless one another from any claim for
commissions in connection with the transaction contemplated in this Agreement.
15. INDEMNITY
The Parties agree to indemnify, save harmless, and defend each other from and against 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 out as a result of a breach by the other party.
16. INTERPRETATION; APPLICABLE LAW
As both Parties have participated fully and equally in the negotiation and preparation of this
Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this
Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted
and enforced according to the laws of the State of Indiana.
17. DISPUTE RESOLUTION; WAIVER OF JURY TRIAL
Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute
under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the
Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge
that disputes arising under this Agreement are likely to be complex and they desire to streamline
and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably
waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or
related to, the subject matter of this Agreement. This waiver applies to all claims against all parties
to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by
both Parties.
18. ATTORNEYS’ FEES
In the event either Party pursues any legal action (including arbitration) to enforce or interpret this
Agreement, the Buyer shall pay Seller’s reasonable attorneys’ fees and other costs and expenses
(including expert witness fees).
19. 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.
20. 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.
21. 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.
22 ENTIRE AGREEMENT
This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior
discussions, understandings, or agreements, whether written or oral, between Seller and Buyer
concerning the transaction contemplated in this Agreement.
24. 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. Electronically transmitted
signatures will be regarded as original signatures.
25. AUTHORITY TO EXECUTE; EXISTENCE
The undersigned persons executing and delivering this Agreement on behalf of the respective
Parties represent and certify that they are the duly authorized representatives of each and have been
fully empowered to execute and deliver this Agreement and that all necessary corporate action has
been taken and done. Further, the undersigned representative of Buyer represents and warrants that
Buyer is duly organized, validly existing, and in good standing under the laws of the State of
Indiana.
26. TIME
Time is of the essence of this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase
Agreement to be effective as of the Contract Date stated above.
BUYER:
ChoiceLight, Inc.
By:
Printed:
Its:
Dated:
SELLER:
South Bend Redevelopment Commission
Troy Warner, President
ATTEST:
Eli Wax, Secretary
EXHIBIT A
Description of Property
Parcel No. 71-08-12-354-002.000-026
Tax ID: 018-3042-1609
Legal Description: 22 Ft Nside Lot 190 & 12 Ft S Side Lot 191 & W1/2 Vac Alley E & Adj D Garst 1st Add
02-03 Vac Ord #9274-01
Commonly Known As: V/L N & ADJ 808 LAFAYETTE SOUTH BEND, IN 46601
Parcel No. 71-08-12-354-003.000-026
Tax ID: 018-3042-1608
Legal Description: 12 Ft N Side Lot 188 & All Of Lot 189 & 3 Ft S Side Lot 190 & W1/2 Vac Alley E &
Adj D Garst 1st Addn 02-03 Vac Ord #9274-01
Commonly Known As: 808 S LAFAYETTE BLVD SOUTH BEND, IN 46601
Parcel No. 71-08-12-354-004.000-026
Tax ID: 018-3042-1607
Legal Description: 13 Ft N Side Lot 186 & All Of Lot 187 & 10.9 Ft S Side Lot 188 & W1/2 Vac Alley E &
Adj D Garst 1st Add 02-03 Vac Ord #9274-01
Commonly Known As: 812 S LAFAYETTE BLVD SOUTH BEND, IN 46601
EXHIBIT B
Form of Special Warranty Deed
AUDITOR’S RECORD
TRANSFER NO.
TAXING UNIT
DATE
KEY NO. __________________
SPECIAL WARRANTY DEED
THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and
through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building,
227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantor”)
CONVEYS AND SPECIALLY WARRANTS to ChoiceLight, Inc., an Indiana nonprofit corporation, with
a mailing address of _______________ (the “Grantee”), for and in consideration of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the following real estate located in St. Joseph County, Indiana (the “Property”):
Parcel No. 71-08-12-354-002.000-026
Tax ID: 018-3042-1609
Legal Description: 22 Ft Nside Lot 190 & 12 Ft S Side Lot 191 & W1/2 Vac Alley E & Adj D Garst
1st Add 02-03 Vac Ord #9274-01
Commonly Known As: V/L N & ADJ 808 LAFAYETTE SOUTH BEND, IN 46601
Parcel No. 71-08-12-354-003.000-026
Tax ID: 018-3042-1608
Legal Description: 12 Ft N Side Lot 188 & All Of Lot 189 & 3 Ft S Side Lot 190 & W1/2 Vac Alley
E & Adj D Garst 1st Addn 02-03 Vac Ord #9274-01
Commonly Known As: 808 S LAFAYETTE BLVD SOUTH BEND, IN 46601
Parcel No. 71-08-12-354-004.000-026
Tax ID: 018-3042-1607
Legal Description: 13 Ft N Side Lot 186 & All of Lot 187 & 10.9 Ft S Side Lot 188 & W1/2 Vac
Alley E & Adj D Garst 1st Add 02-03 Vac Ord # 9274-01
Commonly Known As: 812 S LAFAYETTE BLVD SOUTH BEND, IN 46601
The 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.
The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to
real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other
matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate
survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and
subject to all provisions and objectives contained in the Commission’s 2019 River West Development Area
Plan, as thereafter amended from time to time, and any design review guidelines associated therewith.
Page 1 of 2
The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors
and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national
origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements
constructed on the Property.
Each of the undersigned persons 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, by
proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has
full corporate capacity to convey the real estate described herein, and that all necessary action for the
making of such conveyance has been taken and done.
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
being authorized so to do.
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, City of South Bend, Indiana, Department of Law, 227 W.
Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. .
Page 2 of 2
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
DATE : 5/12/25
FROM: Erin Michaels – Property Development Manager
SUBJECT: License Agreement for Temporary Use – 332 W
JEFFERSON BLVD
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 Proposed License Agreement for Temporary Use of 332 W Jefferson by
adjacent property owner, Historic Hearthstone LLC.
SPECIFICS: The proposed License Agreement for Temporary Use would permit the adjacent property owner,
Historic Hearthstone LLC to store one commercial-sized dumpster on the parcel located at 332 W Jefferson that
is currently owned by the Redevelopment Commission. The Redevelopment Commission previously approved a
Development Agreement for Historic Hearthstone LLC for the renovation of the neighboring property at 321 W
Wayne. The proposed License Agreement will further aid in the redevelopment of a long-underutilized structure.
The term for the proposed License Agreement is for five (5) years commencing from the effective date of this
agreement and can be terminated by either party with thirty (30) days notice.
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
LICENSE AGREEMENT FOR TEMPORARY USE
This License Agreement for Temporary Use (this “Agreement”) is made on
____________________, 2025 (the “Effective Date”), by and between Licensor the City of South Bend,
Indiana, Department of Redevelopment acting by and through its governing body, the South Bend
Redevelopment Commission (the “Commission”), and Licensee Historic Hearthstone LLC, an Indiana
Limited Liability Company (the “Developer”) with offices at 615 W. Colfax, South Bend, IN 46601 (each
a “Party” and collectively the “Parties”).
RECITALS
A. As of the Effective Date of this Agreement, Historic Hearthstone LLC owns certain real
property located in South Bend, Indiana, commonly known as 321 W. Wayne, and more particularly
described in Exhibit A (the “Developer Property”), and has signed a Development Agreement with the
Redevelopment Commission (the “Commission”) dated November 14, 2024 to redevelop the Developer
Property.
B. The Commission desires to allow the Developer to have temporary access to the lot directly
to the north of the Developer Property that is currently owned by the Commission, located at 332 W.
Jefferson Blvd., and more particularly described in Exhibit B (the “Commission Property”), for storage of
a dumpster related to the use of the Property.
NOW, THEREFORE, in consideration of the mutual promises and representations made in this
Agreement, the legal adequacy of which are hereby acknowledged, the Developer and the Commission
agree as follows:
1. Temporary License; No Lease or Easement. The Commission hereby grants to the
Developer a non-exclusive, temporary license to access and use the Commission Property for the limited
purpose of storing a single commercial-sized dumpster (the “License”). The Commission and the
Developer mutually acknowledge and agree that this Agreement does not constitute a lease of or easement
over the Commission Property.
2. Term. The initial term of this Agreement shall be five (5) years, commencing on the
Effective Date of this Agreement (the “Initial Term”). At the conclusion of the Initial Term, this
Agreement shall be deemed automatically renewed each year for an additional one (1) year period (an
“Automatic Renewal Term”) unless the Commission or the Developer elect not to renew this Agreement.
3. Termination. This Agreement may be terminated by either Party, with or without cause,
upon thirty (30) days advance written notice of cancellation delivered in accordance with Section 12
herein. Upon receipt of the written notice of termination, which shall be presumed received three (3)
business days after the same has been deposited in the United States Mail, the Developer will have thirty
(30) days to vacate the Commission Property and remove any personal property therefrom, including the
dumpster and any trash or other debris.
4. Permitted Use; Restrictions. The Developer may use the Commission Property for the sole
purpose of storing and utilizing one commercial-sized dumpster, which dumpster shall be utilized in
connection with the operation of the Developer Property (the “Use”). The Developer understands and
agrees that it will, at its own expense, observe and comply with, or cause to be observed and complied
with, all applicable statutes, laws, ordinances, requirements, orders, rules, and regulations of all
governmental authorities in relation to the Use. The Developer shall further be responsible for any costs
associated with the Use, including procuring, maintaining, or dumping the dumpster, and will ensure that
the dumpster is placed in a location on the Commission Property that will not disrupt Commission
operations. The Developer understands and agrees that it is fully responsible for the Use, and represents
and warrants that the Use will not result in any hazardous materials, knowingly or unknowingly, entering
any portion of the Commission Property. For purpose of this Agreement, “hazardous materials” shall
mean any waste which is listed, has the characteristics of, or is otherwise identified as a hazardous waste
or subject waste under applicable state or federal laws or regulations. The Developer further agrees that
it may not construct or install any permanent improvement of any kind or description on the Commission
Property without the Commission’s prior consent in writing.
5. Restoration. In the event the Developer (or any of the Developer’s licensees or invitees)
disturbs or damages any part of the Commission Property, the Developer will promptly restore such area(s)
to substantially the same condition that existed immediately prior to such disturbance or damage, to the
Commission’s satisfaction.
6. Security. The Developer understands and agrees that the Commission shall not be liable
for any loss, damage, destruction, or theft of any of the Developer’s personal property, or any bodily harm
or injury that may result from the Developer’s use of the Commission Property.
7. Indemnification. The Developer will indemnify and hold the Commission (and its
officials, boards, employees, agents, and contractors) harmless from and against any and all claims, costs,
damages, and liabilities of any kind resulting from damage or injury to any person or property upon the
Commission Property, the Developer’s use of the Commission Property under the License, or otherwise
in connection with this Agreement. If any action is brought against the Commission (or its officials,
boards, employees, agents, or contractors) in connection with the Developer’s use of the Commission
Property, the Developer agrees to defend such action or proceedings at its own expense and to pay any
judgment rendered therein.
8. Insurance. The Developer will maintain commercial general liability insurance coverage
in the minimum amount of at least One Million Dollars ($1,000,000.00) per occurrence and will designate
the City as an additional named insured under any such policy of insurance. Promptly following the
Effective Date of this Agreement, the Developer will produce to the City a certificate of insurance
evidencing the same.
9. Reservation of Rights. The Commission reserves for itself the free use of the Commission
Property in any manner that does not substantially interfere with or obstruct the Developer’s license under
this Agreement.
10. Interpretation; Governing Law. Both Parties having participated fully and equally in the
negotiation and preparation of this Agreement, this Agreement will not be more strictly construed, nor
will any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement
will be governed and construed in accordance with the laws of the State of Indiana.
11. Assignment. The Developer may not assign this Agreement or the License granted herein
to any other person or party without the Commission’s prior written consent. Any attempt by the
Developer to assign or otherwise convey any interest in this Agreement will be void and of no force or
effect unless the Developer first obtains the Commission’s written consent.
12. Notices. Any notices required under this Agreement may be provided (a) by hand-delivery
(which will be deemed delivered at the time of receipt) or (b) by registered or certified mail, return receipt
requested (which will be deemed delivered three (3) days after mailing), to each Party’s respective address
and the representatives stated below.
Commission: Executive Director
City of South Bend, Indiana
1400 S. County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
With a copy to: South Bend Legal Department
1200 S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn. Corporation Counsel
Developer: Historic Hearthstone LLC
615 W. Colfax Ave
South Bend, IN 46601
Attn: Regina Emberton
r.emberton@outlook.com
Either Party may change its address for notice hereunder by notice to the other Party given as set forth
herein.
13. Entire Agreement; Amendment. This Agreement embodies the entire agreement between
the Commission and the Developer related to the Developer’s future use of the Commission Property and
supersedes all prior discussions, understandings, or agreements, whether written or oral, between the
Commission (or any representative of the Commission) and the Developer concerning the same. This
Agreement may be amended only by separate writing, signed by the Commission and the Developer.
14. 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, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of 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.
15. Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of Indiana.
16. Authority; Counterparts; Signatures. Each undersigned person certifies that he or she is
duly authorized to bind his or her respective Party to the terms of this Agreement. This Agreement may
be separately executed in counterparts by the Commission and the Developer, and the same, when taken
together, will be regarded as one original agreement. Electronically transmitted signatures will be
regarded as original signatures.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have signed this License Agreement for Temporary Use to
be effective as of the Effective Date.
LICENSOR:
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
Troy Warner, President
ATTEST:
______________________________
Eli Wax, Secretary
LICENSEE:
Historic Hearthstone LLC,
a Limited Liability Company
By:
Regina Emberton, Manager
EXHIBIT A
Description of Developer Property
Parcel No. 71-08-11-283-016.000-026
Tax ID: 018-3011-0402
Legal Description: 68.6 FT E SIDE LOT 4 JOHNSONS 2 AC SUB
Commonly Known As: 321 W Wayne
EXHIBIT B
Description of Commission Property
Parcel No. 71-08-11-283-011.000-026
Tax ID: 018-3011-0398
Legal Description: LOT 2 JOHNSONS 2 AC SUB
Commonly Known As: 332 W Jefferson Blvd
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
DATE : 5/19/25
FROM: Erik Glavich, Director, Growth and Opportunity
SUBJECT: Resolution No. 3639: Authorizing Use of Increased
TIF Revenues and First Amendment to
Development Agreement for “The Monreaux”
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: Resolution authorizing the use of increased TIF Revenues and approving First
Amendment to a Development Agreement for the Monreaux residential development.
SPECIFICS: The Commission will consider Resolution No. 3639 which, if adopted, would: (1) authorize the
increase in expenditure to up to $3,300,000 in River West TIF revenues in support of the Monreaux residential
development; and (2) approve an amendment to the Development Agreement with The Monreaux LLC and Delta
Ventures Ltd. (jointly the “Developer”) to recognize certain changes in the Project. Delta Ventures Ltd. is a non-
profit entity created under common ownership with The Monreaux LLC.
On November 20, 2023, the Commission entered into a Development Agreement with the Developer for the
construction of the “Monreaux” affordable housing project at 505, 507, 511, and 513 S. Michigan Street, the
former “Fat Daddy’s” site. The Commission also entered into a Purchase Agreement on July 14, 2022, for the sale
of the property for the Monreaux project. The due diligence period established by the Purchase Agreement was
amended 3 times—now set to expire on June 30, 2025—as the Developer has worked through design,
engineering, and financing.
The Development Agreement established a total funding amount of $2,300,000 and a private investment
amount of $13,700,000. Cost increases and other challenges since the execution of the Development Agreement
have necessitated consideration by the Commission to increase support to ensure successful completion of the
project. The amendment to the Development Agreement would make the following changes to the conditions of
the agreement:
• Increase the funding amount to $3,300,000 (up from $2,300,000)
• Increase the private investment commitment to $17,700,000 (up from $13,700,000)
• Adjust the project plan (Exhibit B) to reflect changes in the project:
o Decrease the total square footage of the building to 56,000 square feet from 65,000 square feet
o Reduce the minimum number of residential units to 57 from 60
_________________________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
o Change the minimum number of units dedicated to households at 50% or lower AMI to 24 units,
with an additional 21 residential units dedicated to households at 80% or lower AMI (original
agreement committed 23 units for 50% or lower AMI and an additional 23 units for 80% or lower
AMI).
As with the original agreement, the Commission support is provided through the Developer in the form of a
forgivable loan. If the Amendment to Development Agreement is adopted, the Developer would no longer be
required to incorporate masonry features preserved from the former buildings that once stood on the site.
In alignment with the Real Estate Purchase Agreement, as amended, the Developer agrees to complete the
project within 36 months of the Closing Date.
Staff recommends approval of Resolution No. 3639. The Monreaux project is vital to the stabilization and
continued growth of the southern end of downtown South Bend. In addition to providing needed affordable
housing options, the project along with others in the area will be transformative.
RESOLUTION NO. 3639
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION AUTHORIZING USE OF INCREASED TIF
REVENUES TO FUND LOAN AND APPROVING
SUBSTANTIALLY FINAL FORM OF FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
WHEREAS, the South Bend ("City") Redevelopment Commission ("Commission") has
established the River West Development Area ("Area") and the River West Development
Allocation Area No. 1 ("Allocation Area") and adopted an economic development plan, as
amended (collectively, as amended, "Plan") for the Area;
WHEREAS, pursuant to IC 36-7-14-11(3) and (4), the Commission has the duty to promote
the use of land in the manner that best serves the interests of the City and its citizens and the duty
to cooperate with the City and all departments and agencies thereof in the manner that best serves
the purposes of the redevelopment statute;
WHEREAS, the Commission has entered into a development agreement ("Development
Agreement") effective as of November 20, 2023, with Delta Ventures Ltd., an Indiana Nonprofit
Corporation ("Delta" or "Borrower") and the Monreaux LLC for the construction of the Project
(as defined in the Development Agreement);
WHEREAS, certain circumstances have changed since the execution of the Development
Agreement and the Commission desires to amend the Development Agreement to increase the
forgivable loan amount and recognize certain changes in the Project;
WHEREAS, the Commission will use the property tax proceeds on hand and to be on hand
in the allocation fund for the Allocation Area from the assessed valuation of real property in the
Allocation Area in excess of the assessed valuation described in IC 36-7-14-39(b)(1) as reduced
by the credit provided for in IC 36-7-14-39.5 as such statutory provisions exist on the date of the
issuance of the Series 2023 Note ("TIF Revenues");
WHEREAS, the Commission desires to increase the forgivable loan amount to be funded
from TIF Revenues to an amount not to exceed Three Million Three Hundred Thousand Dollars
($3,300,000); and
WHEREAS, a substantially final form of the First Amendment to Development Agreement
to be entered into between the Commission and the Borrower is attached hereto and incorporated
herein as Exhibit 1;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT
COMMISSION THAT:
Section 1. Public Purpose. The Commission hereby finds and determines that:
(a) promoting redevelopment and economic development in the Area is a valid
corporate and public purpose for which the Commission may spend public funds;
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(b) incentivizing the construction of the Project in the Area will increase the level and
diversity of the tax base and enhance the Commission's efforts for revitalization of the Area,
creating a vibrant and active residential and business community, all of which are of public utility
and benefit to the citizens of the Area and the City; and
(c) bringing residents to the Area will assist in stabilizing existing businesses in the
Area, promote new investment in the Area and improve the overall quality of the Area and the
City.
Section 2. The Commission hereby finds that authorizing the use of TIF Revenues, on
hand or to be on hand, junior and subordinate to any currently outstanding bonds, payable from
TIF Revenues, and any bonds issued in the future on a parity with any currently outstanding bonds,
in the maximum amount not to exceed $3,300,000 evidenced by the Series 2023 Note, will help
accomplish the Plan for the Area and will promote redevelopment and economic development of
the Allocation Area, the Area and the City.
Section 3. The Commission hereby irrevocably authorizes the use of TIF Revenues to
fund the Loan in an amount not to exceed $3,300,000.
Section 4. The Commission hereby approves the substantially final form of the First
Amendment to Development Agreement presented to this meeting and attached hereto as Exhibit
A. The President or Vice President of the Commission is hereby authorized to execute and deliver
the same and the Secretary is hereby authorized to attest and deliver the same, and to approve any
changes in form or substance to the First Amendment to Development Agreement as determined
necessary or appropriate by Corporation Counsel of the City and Ice Miller LLP, as special
counsel, such changes to be conclusively evidenced by execution of the Development Agreement.
The President, Vice President, or Secretary are further authorized to execute any other instruments
as are necessary to carry out the transactions contemplated by this resolution, in such forms as
such officer executing the same shall deem proper, to be conclusively evidenced by the execution
thereof.
Section 5. This resolution shall be effective upon passage.
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Adopted __________, 2025.
SOUTH BEND REDEVELOPMENT
COMMISSION
Troy Warner, President
Attest:
Eli Wax, Secretary
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EXHIBIT 1
SUBSTANTIALLY FINAL FORM OF
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First
Amendment”) is made and entered into to be effective as of May 22, 2025, by and between the
City of South Bend, Department of Redevelopment, acting by and through its governing body, the
South Bend Redevelopment Commission (“Commission”), and the Monreaux LLC, an Indiana
limited liability company with offices at 1335 Pyle Avenue, South Bend, Indiana 46615, and Delta
Ventures Ltd. (collectively, the “Developer”).
RECITALS
A. The Commission and Developer entered into that certain Development Agreement,
dated effective as of November 20, 2023, (the “Agreement”) for development of certain real
property located in St. Joseph County, City of South Bend, State of Indiana as more particularly
described in Exhibit A of the Agreement (the “Property”). All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
B. Certain circumstances have changed since the execution of the Development
Agreement and the Commission desires to amend the Development Agreement to increase the
Funding Amount and Private Investment, and to recognize certain other changes in the Project.
C. The Commission and the Developer now desire to amend the Agreement as set
forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of these premises, and the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Developer and the Commission hereby agree as follows:
1. Recitals. The recitals set forth above, including each and every recital contained
therein, are incorporated into and made a part of this First Amendment as though fully set forth
herein.
2. Amendments. The Agreement is hereby amended as follows:
a. In the tenth paragraph of the Recitals, the text “sixty (60) residential units with
no fewer than forty-six (46)” shall be deleted and replaced with the text “fifty-
seven (57) residential units with no fewer than forty-five (45)” with the
remainder of the paragraph unchanged.
b. In Section 1.2, the text “Two Million Three Hundred Thousand Dollars
($2,300,000.00)” shall be deleted and replaced with the following: “Three
Million Three Hundred Thousand Dollars ($3,300,000.00).”
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c. In Section 1.3 the text “Thirteen Million Seven Hundred Thousand Dollars
($13,700,000.00)” shall be deleted and replaced with the following: “Seventeen
Million Seven Hundred Thousand Dollars ($17,700,000.00).”
d. Exhibit B (“Project Plan”) shall be deleted in its entirety and replaced with
the Exhibit B attached to this First Amendment.
3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms,
conditions and agreements contained in the Agreement remain unmodified and in full force and
effect. To the extent a conflict exists between the terms of this First Amendment and the
Agreement, the terms of this First Amendment shall control. Capitalized terms used in this First
Amendment will have the meanings set forth in the Development Agreement unless otherwise
stated herein.
4. Counterparts; Electronic or Facsimile Transmission. This First Amendment
may be executed in counterparts which, when combined, shall constitute one instrument. The
electronic or facsimile transmission of a signed counterpart of this First Amendment shall be
binding upon the party whose signature is contained on the transmitted copy.
[Signature Page Follows.]
4919-9593-4010.1
IN WITNESS WHEREOF, Commission and Developer have executed this First
Amendment to Development Agreement to be effective as of the date set forth above.
SOUTH BEND REDEVELOPMENT COMMISSION
Troy Warner, President
Attest:____________________________
Eli Wax, Secretary
THE MONREAUX L.L.C
Devereaux Peters, Managing Member
Delta Ventures Ltd.
____________________________________
Sophia Porter, Director
EXHIBIT B
Project Plan
The Developer will complete the following work in accordance with the terms and
conditions of this Agreement and in compliance with all applicable laws and regulations:
The Developer will construct a new development which includes each of the following
elements:
• Four-story building containing at least fifty-six thousand (56,000) square feet; and
• A minimum of fifty-seven (57) total apartment units, of which no fewer than
twenty-four (24) apartment units will be exclusively available for tenants at fifty
percent (50%) or lower of the area median income (“AMI”) and no fewer than an
additional twenty-one (21) apartment units will be exclusively available for tenants
at eighty percent (80%) or lower of AMI.
The Project will not be considered substantially complete until the Developer obtains a Certificate
of Occupancy for all portions of the Developer Property.
South Bend
Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
DATE: 5/14/2025
FROM: Erin Michaels, Property Development Manager
SUBJECT: Renewal of Lease with Haunt of Hounds, LLC for
Fatbird
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 proposed renewal of lease with Haunt of Hounds, LLC for the restaurant
Fatbird
SPECIFICS: C. In January of 2022, the Commission transferred the Palais Royale to the South Bend
Redevelopment Authority (“RDA”) to effectuate a certain lease rental revenue bond transaction that would
finance a portion of improvements to the Property. As part of this transaction, RDA leased back to Commission
through a certain Lease Agreement dated as of December 1, 2021 all of its right, title, and interests in the
Property and expressly provided the authority to Commission to enter into agreements with other parties for the
operation of the Property.
The Redevelopment Commission approved a lease with Haunt of Hounds, LLC for the restaurant Fatbird on July
1, 2020 located in the Palais Royale at 103 W Colfax Ave. Haunt of Hounds, LLC then provided notice to the
Commission that they wished to exercise the renewal option in the lease to extend the term to June 30, 2025.
The proposed lease between the RDC and Haunt of Hounds, LLC would continue this partnership with the
following terms:
- Lease Term: July 1, 2025 – June 30, 2028
- Rent increase of 3% annually from base rent of $2,971.00/month
o July 1, 2025 – June 30, 2026 Rent: $3,060.13/month
o July 1, 2026 – June 30, 2027 Rent: $3,151.93/month
o July 1, 2027 – June 30, 2028 Rent: $3,246.50/month
- Common Expenses increased to $1,000/month
o Prior lease was $975/month
- First month’s rent waived due to HVAC issues that occurred in December of 2024
Renewal of the Fatbird Lease will continue the activation of the Palais Royale storefront which adds a significant
amount of vitality to downtown South Bend while also providing appropriate rental revenue for the space.
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
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SUBLEASE AGREEMENT
This Sublease (“Sublease”) is made effective as of July 1, 2025 (the "Effective Date"), by
and between the City of South Bend, Indiana, Department of Redevelopment, acting by and
through its governing body the South Bend Redevelopment Commission (the “Commission”), and
Haunt of Hounds, LLC d/b/a Fatbird, an Indiana limited liability company (the “Tenant”) (each a
"Party," and together, the "Parties").
RECITALS
A. Commission exists and operates pursuant to the Redevelopment of Cities and
Towns Act of 1953, as amended, being I.C. 36-7-14 (the “Act”).
B. Since July 2020, Commission has leased to Tenant a portion of the real property
and improvements located in South Bend, Indiana with an address of 103 W. Colfax Avenue,
with a Parcel Key No. 018-1002-0043 (the “Property”), more particularly described in the
attached Exhibit A, and comprised of approximately 3,500 square feet of commercial space
located on the first (main) floor of the building and excluding the lower (basement) level,
subject to an option for 2,400 square feet in the lower level (further described herein and
identified as the “Premises”).
C. In January of 2022, Commission transferred the Property to the South Bend
Redevelopment Authority (“RDA”) to effectuate a certain lease rental revenue bond transaction
that would finance a portion of improvements to the Property. As part of this transaction, RDA
leased back to Commission through a certain Lease Agreement dated as of December 1, 2021
all of its right, title, and interests in the Property and expressly provided the authority to
Commission to enter into agreements with other parties for the operation of the Property.
D. Commission has retained the authority to enter into occupancy agreements related to
the Property and Premises, and now desires to enter into a new sublease of the Premises with
Tenant for a period of three (3) years under the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in
this Sublease, the adequacy of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
BASIC SUBLEASE PROVISIONS
1.1. Basic Sublease Provisions. The following basic provisions of this Sublease (the
“Basic Sublease Provisions”) constitute an integral part of this Sublease and are set forth in this
Section 1.1 for the convenience of the Parties. The following Basic Sublease Provisions shall be
applied to and construed with the other relevant terms of this Sublease and the Sublease as a whole.
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(a) Premises: Defined in Section 2.1, consisting of
approximately 3,500 square feet of commercial
space located on the ground floor and excluding
all of 2,400 square feet in the lower level, with
an option for that space commonly referred to as
103 W. Colfax, within the Building commonly
referred to as 211 N. Michigan St.
(b) Term:
(c) Tenant's Use:
Three (3) Lease Years, as provided for in
Section 3.1.
Restaurant operation and other ancillary
functions associated with such operation.
(d) Commission's
Address:
(e) Tenant's Address:
(f) Building:
1400 S. County-City Building
227 West Jefferson Boulevard
South Bend, Indiana 46601
Attn: DCI Executive Director
103 West Colfax Avenue.
South Bend, IN 46601
Attn: Austin Cabello
The Palais Royale and Morris Civic Theater
Complex, located on the Property and in which the
Premises is situated, commonly referred to as 211
North Michigan Street, South Bend, Indiana.
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ARTICLE II
PREMISES
2.1. Premises. Commission, in consideration of the Rent, as defined in Section 4.1, to
be paid and the covenants to be performed by Tenant, hereby leases to Tenant, and Tenant hereby
leases from Commission, that certain Premises located in the Building and described in Exhibit B,
subject to the terms and conditions of this Sublease. Commission reserves the right, with respect
to the Building, to modify, increase or decrease the number, location, dimension, size, and height of
other premises within the Building and other improvements in the Building; and the identity and
type of other tenants of the Building. Tenant's interest in the Premises is and shall be subject to all
easements, restrictions, liens, encumbrances, rights-of-way, or other matters now or hereafter of
record affecting the Premises or the Building.
2.2. Common Areas. Tenant shall have the right, in common with all other tenants in
the Building, to use the areas in and around the Building designated by Commission from time to
time as common areas (the “Common Areas”). Commission shall operate, maintain and ensure the
Common Areas for their intended purposes in such a manner as Commission shall determine to be
necessary or appropriate, including, without limitation, that Commission at any time may close or
change any part of the Common Areas as Commission determines to be necessary or appropriate.
Tenant understands that Commission does not control the sidewalks located in the Michigan Street
and Colfax Avenue right of way. Tenant shall be required to file any request for use of a portion
of the sidewalk area for outdoor seating with the South Bend Board of Public Works, and shall
comply with any laws, regulations, or other restrictions applicable to the sidewalk area outdoor
seating, including but not limited to the Americans with Disabilities Act (ADA).
2.3. Quiet Enjoyment. Commission warrants that it has full right and authority to enter
into this Sublease, subject to all easements, restrictions, liens, encumbrances, rights-of-way and
other matters of record. Commission agrees that if Tenant observes all of the terms and conditions
of, and performs all of its obligations under, this Sublease, then, at all times during the Term, subject
to the terms and conditions of this Sublease, Tenant shall have the peaceful and quiet enjoyment of
possession of the Premises, without any manner of hindrance from Parties claiming under, by, or
through Commission.
ARTICLE III
TERM
3.1. Term. The term of this Sublease will commence on the Effective Date and end on
that date that is three (3) Lease Years after the Effective Date, unless earlier terminated in
accordance with the provisions of this Sublease (the “Termination Date”). A “Lease Year” shall
mean each period of twelve (12) consecutive full months, beginning on the Effective Date (such
that if the Commencement Date is not the first day of a calendar month, then the first Lease Year
shall begin on the first day of the first calendar month following the Commencement Date, and
any partial month in which the Commencement Date occurs will be included within the first Lease
Year).
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3.2. Renewal Option. Provided that no Event of Default, as hereinafter defined, or any
facts which with the giving of notice or passage of time, or both, would constitute an Event of
Default, exists at the time of the exercise of any option to renew the Term (the “Renewal Option”)
or exists at the end of the Term, Tenant may renew this Sublease for an additional period of two
(2) years (the “Extended Term”), on the same terms and provisions as provided in this Sublease,
except that the Rent due in the Extended Term shall be negotiated with delivery of written notice
of the exercise of such option not later than ninety (90) days before the expiration of the Term. If
Tenant fails to exercise its option to extend the Term in the time periods set forth in this Section
3.2, Tenant's option to renew shall immediately terminate and have no further force or effect,
without further notice from Commission.
3.3. Holding Over. If Tenant fails to surrender the Premises upon the expiration of the
Term or earlier termination of the Sublease (it being agreed that Tenant shall not be permitted to so
hold over without Commission's written consent), Tenant shall pay Commission for each day of
such holding over a sum equal to one hundred and fifty percent (150%) of the Rent payable during
the preceding Lease Year prorated for the number of days for such holding over, plus all other
amounts which Tenant would have been required to pay had this Sublease been in effect (the
“Holdover Rent”). If Tenant holds over without Commission's written consent for a period in excess
of thirty (30) days without any action from Commission to dispossess Tenant, Tenant shall be
deemed to occupy the Premises on a tenancy from month-to-month at the Holdover Rent, and all
other terms and provisions of this Sublease shall be applicable to such period. At any time, either
Party may terminate such tenancy from month-to-month upon written notice delivered to the other
Party at least thirty (30) days in advance. Tenant hereby waives any and all notice to which Tenant
may otherwise be entitled under the laws of the State of lndiana (the “State”) as a prerequisite to a
suit against Tenant for unlawful detention or possession of the Premises. Tenant shall Indemnify,
as hereinafter defined, Commission from any Loss, as hereinafter defined, resulting from such hold
over, including without limitation any liability incurred by Commission to any succeeding tenant
of the Premises.
ARTICLE IV
RENT AND COMMON EXPENSES
4.1. Rent.
(a) The First Rental Amount, Second Rental Amount, and Third Rental Amount,
as those terms are defined below, shall collectively be referred to herein as
“Rent.” Rent shall be paid to Commission as set forth below, in lawful United
States currency without notice, demand, deduction, set-off, counterclaim or
recoupment, and without relief from valuation or appraisement laws, in
monthly installments commencing on the Effective Date and during the entire
Term on or before the first (1st) day of each calendar month, in advance.
i. The First Rental Amount is payable and shall commence on the
Effective Date (July 1, 2025) and continue until the last day of the
twelfth month of the lease term (June 30, 2026) during which Tenant
shall pay Base Rent in the sum of Three Thousand and Sixty Dollars
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and Thirteen Cents ($3,060.13) per month plus a sum for Common
Expenses and Real Estate Taxes. The Common Expenses and Real
Estate Taxes of One Thousand Dollars ($1,000.00) is payable and
shall commence on the August 1, 2025 and continue until the last day
of the twelfth month of the lease term (June 30, 2026). The total
amount of the First Rental Amount shall be Three Thousand and Sixty
Dollars and Thirteen Cents ($3,060.13) for the month of July 2025.
The total amount of the First Rental Amount and Common Expenses
and Real Estate Taxes shall be Four Thousand Sixty Dollars and
Thirteen Cents ($4,060.13) per month starting August 1, 2025
ii. The Second Rental Amount is payable and shall commence on
July 1, 2026 and continue through June 30, 2027 during which Tenant
shall pay a Base Rent of Three Thousand One Hundred Fifty One
Dollars and Ninety Three Cents ($3,151.93) per month plus Real
Estate Taxes and Common Expenses, of One Thousand Dollars
($1,000.00) per month for a total amount of Four Thousand One
Hundred Fifty One Dollars and Ninety Three Cents ( $4,151.93) per
month.
iii. The Third Rental Amount is payable and shall commence on July
1, 2027 and continue through June 30, 2028 during which Tenant shall
pay Base Rent of Three Thousand Two Hundred Forty Six Dollars and
Fifty Cents ($3,246.50) per month plus Real Estate Taxes and
Common Expenses, of One Thousand Dollars ($1,000.00) per month
for a total amount of Four Thousand Two Hundred Forty Six Dollars
and Fifty Cents ( $4,246.50) per month.
(b) Lower Level Sublease Option and Rental. Beginning on contract date of the
Sublease, Tenant may exercise an Option to include within the leasehold
Premises the lower level of the building consisting of approximately 2,500
square feet of space. Upon Tenant's exercise in writing of the Lower Level
Sublease Option set forth in this Section, Base Rent shall include an
additional sum of One Thousand Five Hundred Dollars ($1,500) per month
for the life of the option.
(c) The lease payments as described above and including common area
maintenance (CAM) fees described in Section 4.4 of this Article are set
forth in Schedule C hereto.
4.2. Late Charge. Any amount of Rent that is overdue shall bear interest at the lesser
of: (a) the maximum rate payable by Tenant under State law; or (b) the rate of eighteen percent
(18%) per annum from the date when such amount is due and payable under this Sublease
until the date paid.
4.3. Real Estate Taxes. Tenant shall be liable for any and all real property taxes and
assessments of any nature levied against the Premises during the Term (the "Real Estate
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Taxes"), and the Parties acknowledge that Real Estate Taxes are subject to applicable
assessments and may be increased or decreased during the Term or Extended Term depending
on such assessments. The Parties further acknowledge that because of the uncertainty related
to the amounts due yearly for Real Estate Taxes, the Rent to be paid hereunder after the First
Rental Term may similarly increase or decrease accordingly. The obligations of Tenant
hereunder with respect to the payment of Real Estate Taxes levied during the final year of the
Term or Extended Term shall survive the Termination Date.
4.4. Common Expenses.
(a) Payment. Tenant shall pay to Commission its pro rata share of the common
expenses, as hereinafter defined, which share shall equal the amount of all Common Expenses
multiplied by Tenant's pro rata share. Notwithstanding the foregoing, and as set out
previously in Section 4.l(a), the Parties acknowledge that Common Expenses will be fixed in
the following amount of One Thousand Dollars ($1,000).
(b) Common Expenses. “Common Expenses” shall mean all costs and expenses of
every kind or nature paid or incurred by Commission during the Term or Extended Term in
operating, managing and servicing the Building, including, without limitation: (i) reasonable
and customary management fees; (ii) wages, salaries and benefits of maintenance personnel
(not to exceed the amount fairly and equitably allocated to the Building); (iii) charges under
maintenance contracts; (iv) costs and expenses to perform or provide maintenance or repairs
and to satisfy Commission's obligation to operate, maintain and insure the Common Areas
under this Sublease; (v) sewer, water and storm water drainage charges attributable to the
Common Areas; (vi) costs for signage located in the Common Areas, including, without
limitation, costs for light bulbs and electricity, and costs incurred with respect to any exterior
sign for the Building; (vii) costs and expenses to provide light, heat, air conditioning and
ventilation for the Common Areas; (viii) exterior building maintenance which is not of a
structural or roof repair nature; and (ix) alley maintenance and sidewalk cleaning, including snow
and ice shoveling.
ARTICLE V
MAINTENANCE AND REPAIRS TO THE PREMISES
5.1. Commission Maintenance and Repairs. Commission shall, at its expense: (a) keep
the foundations and roof of the Premises in good order, repair and condition; and (b) maintain the
exterior walls of the Premises in a structurally sound condition, except to the extent that there is
damage caused by any act or omission of Tenant or its employees, agents, contractors, invitees or
licensees, and (c) replace window glass that may be damaged or broken with glass of the same or
substantially similar quality, except to the extent that any damage or breakage is caused by any act
or omission of Tenant or its employees, agents, contractors, invitees or licensees. Commission shall
be responsible for the replacement and maintenance of all heating, ventilating, and cooling
equipment and systems serving the Premises (the “HVAC Systems”); provided, however, that
Commission may bill Tenant for such replacement if Commission's consultant determines with
reasonable certainty that the need to replace the HVAC Systems was as a result of Tenant's misuse
of it or Tenant's failure to notify the Commission of its malfunctioning. Except as provided in this
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Section 5.1, Commission shall not be obligated to make repairs, replacements or improvements of
any kind to or for the Premises, or any trade fixtures or equipment contained therein, all of which
such repairs, replacements or improvements shall be the responsibility of Tenant.
5.2. Tenant Maintenance and Repairs. Except for repairs to be performed by
Commission pursuant to Section 5.1, Tenant shall: (a) keep the Premises clean, neat, sanitary and
safe, and in good order, repair and condition, including, without limitation, that Tenant shall make
all maintenance, repairs, alterations, additions, or replacements to the Premises and shall provide
routine janitorial services at Tenant's expense; (b) keep all glass in windows, doors, fixtures, and
other locations clean and in good order, repair, and condition, and replace interior light bulbs or
fluorescent lights as needed; and (c) paint and decorate the Premises as necessary or appropriate to
comply with the terms and conditions of this Section 5.2. Notwithstanding any provision to the
contrary, including Section 6.1, the Tenant shall be responsible for notifying the Commission of
any damage to, malfunctioning of, or apparent repairs necessary to be made to the HVAC Systems
or to the plumbing, electrical or other systems used by or for the Premises. Plumbing and electrical
maintenance and repair expenses which are directly attributable to the plumbing and electrical
systems utilized by and exclusively serving Tenant shall be the responsibility of Tenant.
ARTICLE VI
ALTERATIONS AND IMPROVEMENTS TO THE PREMISES
6.1. Tenant Alterations.
(a) Alterations. Tenant, at its sole cost and expense, may install in the Premises such
improvements and equipment as Tenant reasonably determines to be necessary or appropriate to
conduct its business. Tenant, at its cost and expense, also may make non-structural alterations or
improvements to the interior of the Premises if: (i) Tenant delivers to Commission written
notice describing the proposed alteration or improvement with particularity, and provides to
Commission copies of any plans and specifications for the alteration or improvement; and (ii) on
the Termination Date, Tenant surrenders the part of the Premises altered or improved in as good a
condition as on the Effective Date. Tenant shall not, without the prior written consent of
Commission, make any: (1) alterations, improvements, or additions of or to the exterior of the
Premises; or (2) except as described above, structural or other alterations, improvements, or
additions of or to any part of the Premises. All alterations, improvements, or additions to the
Premises, exclusive of moveable equipment and furniture, shall become the sole property of
Commission on the Termination Date.
(b) Permits. Before making any alterations, improvements, or additions, Tenant shall:
(i) obtain all permits, licenses, and approvals necessary for the completion of the improvements,
alterations, or additions; and (ii) deliver to Commission: (A) copies of such permits, licenses, and
approvals; and (B) evidence reasonably satisfactory to Commission that Tenant has procured
workers' compensation, builder's risk, general liability, and personal and property damage
insurance as Commission reasonably may require. Tenant shall at Tenant's cost and expense: (1)
complete the construction of any alterations, improvements or additions in a good and workmanlike
manner and in compliance with all Laws and all permits, licenses and approvals; and (2) assure
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that all contractors, subcontractors, laborers, and suppliers performing work or supplying materials
are paid in full.
(c) Liens. Tenant shall not suffer or cause the filing of any mechanic's or other lien
against the Premises or the Building. Tenant shall further not enter into any contract or agreement
that provides explicitly or implicitly that a lien may be attached against the Premises, the Building
or any improvements. If any mechanic's or other lien is filed against the Premises, the Building,
or any part thereof for work claimed to have been done for Tenant, or materials claimed to have
been furnished to Tenant, then Tenant shall: (i) cause such lien to be discharged of record within
twenty (20) days after notice of the filing by bonding or as provided or required by law; or (ii)
provide evidence satisfactory to Commission that the lien is being contested by proceedings
adequate to prevent foreclosure of the lien, together with indemnity satisfactory to Commission (in
an amount equal to at least one hundred fifty percent (150%) of the claimed lien) to Commission
within thirty
(30) days after notice of the filing thereof. All liens suffered or caused by Tenant shall attach to
Tenant's interest only. Nothing in this Sublease shall be deemed or construed to: (1) constitute
consent to, or request of, any Party for the performance of any work for, or the furnishing of any
materials to, Tenant; or (2) give Tenant the right or authority to contract for, authorize, or permit
the performance of, any work or the furnishing of any materials that would permit the attaching of
a mechanic's lien to the Premises or the Building or Commission's interest therein.
ARTICLE VII
USE
7.1 ` Use of the Premises. Tenant shall operate the Premises for purposes of a restaurant
operation open to the general public under such assumed name as Tenant determines appropriate,
subject to Commission's advance written approval, and for other associated ancillary operation
purposes. Tenant may, subject to requirements of the Americans with Disabilities Act (ADA) and
approval and limitation by the City of South Bend Board of Public Works, be permitted to use an
outdoor seating area. (See Section 7.7 of this Article). The Premises may not be used for any other
purpose without the prior written approval of the Commission. Tenant shall not permit, allow, or cause
to be conducted in the Premises: (a) a public or private auction; or (b) a sale that would indicate to the
public that Tenant: (i) is bankrupt, (ii) is going out of business, or (iii) has lost or is preparing to
terminate its possession of the Premises. The Premises shall not be used except in a manner
consistent with the general high standards of the neighborhood and shall not be used in a disreputable
or immoral manner or in violation of federal, state or local laws or ordinances.
7.2 Compliance with Law. Tenant shall comply with all federal, state and local laws
and ordinances, lawful orders, and regulations affecting the Premises, and the health, cleanliness,
safety, construction, occupancy and use of same, in effect from time to time. Tenant shall fully
comply with all federal, state and local laws and ordinances in effect from time to time prohibiting
discrimination or segregation by reason of race, color, religion, disability, gender or national origin or
otherwise.
7.3 Operation by Tenant. Tenant covenants and agrees that it: will not place or maintain
any merchandise or vending machines outside the building on the Premises; will store garbage, trash,
rubbish and other refuse in rat-proof and insect-proof containers with adequate screening to hide
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such garbage, trash, rubbish and refuse from view on the Premises and the Building, and will remove
the same frequently and regularly; will not permit any sound system to be audible or objectionable
advertising medium to be visible outside the Premises; will not commit or permit waste or a nuisance
upon the Premises; will not permit or cause objectionable odors to emanate or be dispelled from the
Premises; will not permit the loading or unloading or the parking or standing of delivery vehicles
outside any area designated therefore, nor permit any use of vehicles which will interfere with the
use of any portion of the Building; and will comply with all laws, recommendations, ordinances,
rules and regulations of governmental, public, private and other authorities and agencies, including
those with authority over insurance rates, with respect to the use or occupancy of the Premises, and
including, but not limited to, the Occupational Safety and Health Act ("OSHA") and the Americans
With Disabilities Act ("ADA"), as the same may be amended from time to time. Tenant shall not do
or permit anything to be done in and about the Building or Premises which will obstruct or interfere
with the rights of other tenants or occupants of the Building or which will increase the rate of fire
insurance for the building.
7.4 Emissions and Hazardous Materials.
(a) Emissions. Tenant shall not, without the prior written consent of Commission:
i. make, or permit to be made, any use of the Premises or any portion
thereof which emits, or permits the emission of, an unreasonable amount of dust,
sweepings, dirt, cinders, fumes or odors into the atmosphere, the ground or any
body of water, whether natural or artificial (including without limitation rivers,
streams, lakes, ponds, dams, canals, sanitary or storm sewers, or flood control
channels), which is in violation of any Laws;
ii. create, or permit to be created, any sound level which will interfere
with the quiet enjoyment of any real property by any tenant or occupant of the
Building, or which will create a nuisance or violate any Laws;
iii. create, or permit to be created, any ground vibration that is discernible
outside the Premises; or
iv. produce, or permit to be produced, any intense glare, light or heat
except within an enclosed or screened area and then only in such manner that the
glare, light or heat shall not be discernible outside the Premises.
(b) Hazardous Materials. Tenant shall be permitted to use and store those Hazardous
Materials, as defined below, which are used in the normal course of Tenant's Use at the Premises,
so long as such Hazardous Materials are used, stored, handled and disposed of in compliance with
applicable laws. Subject to the exception contained in the preceding sentence, Tenant shall not,
without the prior written consent of Commission, cause or permit, knowingly or unknowingly, any
Hazardous Material to be brought or remain upon, kept, used, discharged, leaked, or emitted in or
about, or treated at, the Premises or the Building. As used in this Sublease, "Hazardous Material(s)"
shall mean any hazardous, toxic, infectious or radioactive substance, material, matter or waste
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which is or becomes regulated by any federal, state or local law, ordinance, order, rule, regulation,
code or any other governmental restriction or requirement, and shall include, but not be limited to,
asbestos, petroleum products, and the terms “Hazardous Substance” and “Hazardous Waste” as
defined in the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C. Sec. 9601 et seq. (“CERCLA”), and the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Sec. 6901 et seq. (“RCRA”), and the term “Hazardous Chemical” as
defined in OSHA (hereinafter “Environmental Laws”).
In addition to, and in no way limiting, Tenant's duties and obligations under this Sublease,
should Tenant breach any of its duties and obligations as set forth in this Section 7.4(b), or if the
presence of any Hazardous Material(s) on the Premises results in contamination of the Premises,
the Building, any land other than the Building, the atmosphere, or any water or waterway (including
without limitation groundwater), or if contamination of the Premises or of the Building by any
Hazardous Material(s) otherwise occurs for which Tenant is otherwise legally liable to Commission
for damages resulting therefrom, Tenant shall Indemnify, as hereinafter defined, Commission from
and against any Loss, as hereinafter defined, arising during or after the Term as a result of such
contamination. The term “Loss,” in this Section 7.4(b) includes, without limitation, costs and
expenses incurred in connection with any investigation of site conditions or any cleanup,
remediation, removal, fines, monitoring, or restoration work required or imposed by any federal,
state or local governmental agency or political subdivision because of the presence of Hazardous
Material(s) on or about the Premises or the Building, or because of the presence of Hazardous
Material(s) anywhere else which came or otherwise emanated from Tenant or the Premises. The
indemnification contained in this Section 7.4(b) shall survive the Termination Date.
7.5 Rights Reserved to Commission. Commission shall have the following rights
exercisable upon reasonable prior notice, but without liability to Tenant for damage or injury to
property, person, or business (all claims or damage being hereby released), and without effecting a
constructive eviction or disturbance of Tenant's use or possession or giving rise to any claim for
offsets or abatement of rent:
(a) To change the name or street address of the Building;
(b) To install and maintain signs on the exterior and interior of the Building which signs
will not affect the access to or visibility of the Premises or Tenant's signs;
(c) To designate and/or approve, prior to installation, all types of window coverings,
awnings, covered entrances and signs and lettering (in accordance with Section 7.6) on windows
and building exteriors and elsewhere visible from the sidewalk around the Building, and to
control all internal lighting that may be visible from outside the Building;
(d) To have pass keys to the Building, Premises, and all portions thereof;
(e) To grant to anyone the exclusive right to conduct any business or render any service
in the Building if such exclusive right shall not operate to exclude Tenant from the use expressly
permitted in Section 7.1;
(f) To decorate, remodel, repair, alter or otherwise prepare the Premises for re-occupancy
(i) during the last three (3) months of the Term, but only if during or prior to such time Tenant
vacates the Premises, or (ii) at any time after Tenant abandons the Premises;
(g) To enter the Premises to make inspections, repairs, alterations, or additions in or to the
Premises, or during the final three (3) months of the Term to exhibit the Premises to prospective
tenants, purchasers, or others, at reasonable hours and at any time in the event of an emergency,
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and to perform any acts related to the safety protection, preservation, re-letting, sale or
improvement of the Premises;
(h) To require all persons entering or leaving the Premises during such hours as
Commission may from time to time reasonably determine to identify themselves to a watchman
by registration or otherwise and to establish their right to enter and to exclude or expel any peddler,
solicitor, or unruly or loud person at any time from the Premises;
(i) To close the Premises during time of emergency and, subject to Tenant's right to
admittance under such regulations as shall be prescribed from time to time by Commission, after
regular business hours Emergency shall include a health epidemic or quarantine as declared by
an authorized federal, state or local official;
(j) To approve the weight, size and location of safes and other heavy equipment and
articles in and about the Premises and to require all such items to be moved in and out of the
Premises only at such times and in such manner as Commission shall direct and in all events at
Tenant's sole risk and responsibility;
(k) With prior written notice to Tenant and without the interruption of Tenant's business,
to decorate, alter, repair or improve the Building at any time, and Commission and its
representative for that purpose may enter on and about the Building with such materials as
Commission may deem necessary, may erect scaffolding and all other necessary structures on or
about the Building and may close or temporarily suspend operations of entrances, doors,
corridors, elevators and other facilities. Tenant waives any claim for damages including the loss
of business resulting from such action by Commission, but in the exercise of its rights under
this subparagraph, Commission shall not unreasonably interfere with the conduct of Tenant's
business and shall provide access to the Premises for Tenant's customers and staff during business
hours;
(1) To erect a barrier to access of the basement area during any portion of the Lease Term
that Tenant has not exercised its option to occupy that space; and
(m)To do or permit to be done any work in or about the Building or any adjacent or nearby
building, land, street or alley.
7.6 Exterior Signs. Tenant shall comply with all zoning regulations and other state and
local laws governing the installation and use of exterior signs and window and door graphics, and
Commission's approval shall be required in advance of installation, which approval shall not be
unreasonably withheld.
7.7 Sidewalks. Tenant acknowledges that the use of the sidewalks adjoining the
Premises is controlled by the South Bend Board of Public Works (the "BPW"). The Commission
makes no representation concerning the availability of such use for dining or other purposes.
Tenant understands that it must make application to the BPW for a permit to use the adjoining
sidewalks, and that use of such space must comply with the Americans with Disabilities Act
(ADA).
7.8 Parking. During the term of this Sublease, the Commission will not be required to
provide any parking spaces to the Tenant, and it is expressly understood by Tenant that no parking
spaces are provided to or designated for use by Tenant under this Sublease.
ARTICLE VIII
UTILITIES
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8.1. Utility Services. Commission shall provide the necessary mains, meters, and
conduits for water and sewer facilities and electric service to the Premises, as well as water for
operation of the heat pumps located in the Premises. Tenant shall: (a) promptly pay all charges for
sewer, water, gas, electricity, telephone, and other utility services used in, on, at, or from, the
Premises (the “Utility Charges”); and (b) deliver to Commission, upon demand, receipts or other
satisfactory evidence of payment of the Utility Charges.
8.2. Commission s Reserved Rights. With prior written notice to Tenant, Commission
reserves the right to suspend or reduce the services of heating, elevators, plumbing, electrical, air
conditioning or other mechanical systems in the Building when necessary by reason of
governmental regulations, civil commotion, riot, accident or emergency, or for repairs, alterations
or improvements which are in the reasonable judgment of Commission desirable or necessary, or
for any other reason beyond the power or control of Commission (including without limitation, the
unavailability of fuel or energy or compliance by Commission with any applicable laws, rules or
regulations relating thereto), without liability in damages and without any reduction in rent payable
by Tenant. The exercise of such right by Commission shall not constitute an actual or constructive
eviction in whole or in part, nor entitle Tenant to any abatement or diminution of Rent, relieve
Tenant from any of Tenant's obligations under this Sublease, or impose any liability upon
Commission or its agents by reason of inconvenience or annoyance to tenant or injury to or
interruption of Tenant's business or otherwise. Commission shall not in any way be liable or
responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if, during
the Lease Term and for reasons beyond the control of Commission, either the quality or character
of electric current is changed or is no longer available or suitable for Tenant's requirements.
ARTICLE IX
INSURANCE AND INDEMNIFICATION
9.1. Tenant's Liability Insurance. Tenant, at its expense, shall maintain during the Term,
commercial general liability insurance on the Premises covering Tenant as the named insured and
identifying Commission as an “additional insured” with terms satisfactory to Commission and with
companies qualified to do business in the State, for limits of not less than $700,000.00 for bodily
injury, including death resulting therefrom, and personal injury for any one (1) occurrence,
$1,000,000.00 property damage insurance, or a combined single limit in the amount of
$5,000,000.00. At all times, Tenant shall maintain limits naming Commission as an "additional
insured" in an amount sufficient to cover any possible liability Commission may have pursuant the
amounts set forth at Indiana Code § 34-13-3-4, as the same may be amended, superseded or
recodified from time to time.
9.2 Dram Shop Coverage. In addition to the insurance required under this Article, for
any such period of time as Tenant shall serve liquor or other alcoholic beverages in or from the
Premises, Tenant agrees to maintain minimum limits of coverage of at least $2,000,000 covering
“liquor law” liability (sometimes also known as "dram shop" insurance) which shall insure Tenant,
as the named insured, and Commission, as the additional insured, and all those claiming by, through
or under Commission, against any and all claims, demands or actions for personal or bodily injury
to, or death of, one person or multiple persons in one or more accidents, and for damage to property,
as well as for damages due to loss of means of support, loss of consortium, and the like so that at
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all times Commission will be fully protected against claims that may arise by reason of or in
connection with the sale and dispensing of liquor and alcoholic beverages in and from the Premises.
9.3. Hazardous Materials Coverage. Notwithstanding the above-mentioned commercial
general liability insurance policy limit for Tenant, if Tenant does or intends to bring, possess, use,
store, treat or dispose any Hazardous Material in or upon the Premises, Tenant shall purchase
additional public liability insurance and supply Commission with certificates of insurance
reflecting the additional insurance, with coverage of no less than Five Million Dollars
($5,000,000.00) and purchase environmental impairment liability insurance with coverage of not
less than Five Million Dollars ($5,000,000.00) with a deductible of not greater than Fifty Thousand
Dollars ($50,000.00) to insure that anything contaminated with or by the Hazardous Material be
removed from the Premises, and that the Premises be restored to a clean, neat, attractive, healthy,
sanitary and non- contaminated condition. Each of Commission and the City of South Bend will
be named as an "additional insured" on any such policies.
9.4. Coverage Verification. All policies of insurance required by this Article to be
maintained by Tenant shall: (a) be in a form, and maintained with an insurer, reasonably satisfactory
to Commission; and (b) provide that such policies shall not be subject to cancellation, termination,
or change without written notice to Commission at least thirty (30) days in advance. Tenant
shall deposit with Commission the policy or policies of insurance required to be maintained by
Tenant pursuant to this Article, or proper certificates of such insurance, duly executed by the
insurance company or the general agency writing such policies and effective not later than the
Commencement Date. Tenant shall deposit appropriate renewal or replacement policies or
certificates with Commission not less than ten (10) days prior to the expiration of any such policy
or policies. Tenant shall also furnish Commission with certificates evidencing such coverages from
time to time upon Commission's request. If Tenant shall fail to timely procure or renew any of the
insurance required under this Article, Commission may obtain replacement coverage and the cost
of same shall be payable by Tenant with the next installment of Rent thereafter becoming due and
payable.
9.5. Indemnity.
(a) Definition of Loss. The term “Loss,” as used throughout this Sublease, shall mean
any and all claims, demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings,
actions, causes of action, and losses of any and every kind and nature (including, without limitation,
sums paid in settlement of claims and for attorney's fees and court costs).
(b) Definition of Indemnify. The term “Indemnify,” as used throughout this Sublease,
shall mean that Tenant shall indemnify Commission, save it harmless and, at Commission's option
and with attorneys approved in writing by Commission, defend Commission, and its contractors,
agents, employees, members, managers, officers, and mortgagees, if any, from any Loss arising out
of the condition specified in the particular indemnity provision.
(c) General Indemnity. Except for loss, injury or damage caused solely by the willful
misconduct or gross negligence of Commission, its employees, contractors, or agents, Tenant
covenants to Indemnify Commission for any Loss in connection with or arising from any use or
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condition of the Premises or occasioned wholly or in part by any act or omission of Tenant, its
agents contractors, employees, licensees, invitees or visitors, occurring on or about the Premises
and in the case of Tenant, its agents, contractors or employees occurring on or about the Building.
Except for loss, injury or damage caused by the negligent acts or willful misconduct of Tenant, its
employees, contractors, invitees, licensees, visitors or agents, Commission covenants to Indemnify
Tenant, and save it harmless, from and against any and all claims, actions, damages, injuries,
accidents, liability and expense, including reasonable attorneys' fees, in connection with or arising
from, or occasioned wholly or in part by, any act or omission of Commission, its agents, contractors
or employees occurring on or about the Building, excluding the Premises.
(d) Covenant to Hold Harmless. Commission shall be defended and held harmless by
Tenant from any liability or claims for damages to any person or any property in or upon the
Premises unless caused by the willful act of Commission, including but not limited to the person
and property of Tenant and its officers, agents, employees, and shall pay all expenses incurred by
Commission in defending any such claim or action, including without limitation attorney fees of
Commission and any judgment or court costs. All property kept, stored or maintained in the
Premises shall be so kept, stored or maintained solely at the risk of Tenant. Except for loss, injury
or damage caused solely by the willful misconduct or gross negligence of Commission, its
employees, contractors, or agents, the Commission shall not be liable for damage caused by hidden
defects or failure to keep said Premises in repair, and shall not be liable for any damage done or
occasioned by or from plumbing, gas, water, steam, or other pipes, or sewerage, or the bursting or
leaking of plumbing or of any plumbing or heating fixtures or waste or soil pipe existing in
connection with the Building or Premises, nor for damage occasioned by water, nor for any
damages arising from negligence of co-tenants or other occupants of the Building, or the agents,
employees or servants of any of them, or of any owners or occupants of adjacent or contiguous
property.
The Commission shall not be liable for any injury to the Tenant, its employees and agents
or any other person, occurring on said Premises, irrespective of whether said injury is caused by a
defect in said Premises or by reasons of said Premises becoming out of repair or arising from any
other cause whatsoever, and the Commission shall not be liable for damage to Tenant's property or
to the property of any other person which may be located in or upon said Premises and the Tenant
agrees to indemnify, defend, and save harmless the Commission from any and all claims arising
out of injuries to persons or property occurring on said Premises.
9.6. Release of Subrogation. Each Party hereto does hereby release and discharge the
other Party from any liability, which the released Party would have had (but for this section) to the
releasing Party, arising out of or in connection with any accident or occurrence or casualty: (a)
which is or would be covered by a fire and extended-coverage policy with vandalism and malicious
mischief endorsement or by a sprinkler leakage or water damage policy, regardless of whether or
not such coverage is being carried by the releasing Party, and (b) to the extent of recovery under
any other casualty, which accident, occurrence or casualty may have resulted in whole or in part
from any act or neglect of the released Party, its officers, agents or employees; and insofar as Tenant
is the releasing Party, it will also release the other tenants in the Building from any such liability
as if the other tenants were each a released Party under this section. Notwithstanding anything
contained in this Sublease to the contrary, Commission shall not be liable for any damage to person
15
or Party arising from the negligent act or omission or willful misconduct of any other tenant or
occupant of the Building and Tenant hereby expressly waives any claim for such damages.
ARTICLEX
CASUALTY AND CONDEMNATION
10.1. Casualty.
(a) Insubstantial Damage. If the Premises is damaged by fire or any other casualty (the
“Casualty Damage”), and the estimated cost to repair such Casualty Damage is less than fifty
percent (50%) of the estimated cost to replace the Premises, then Commission shall repair such
Casualty Damage so long as sufficient insurance proceeds recovered as a result of such Casualty
Damage remain after deducting the amount of any expenses incurred in collecting the insurance
proceeds. Notwithstanding anything to the contrary set forth herein, in no event shall Commission
be required to repair or replace: (1) the improvements to the Premises made by Tenant; or (2) any
trade fixtures, equipment, or inventory of Tenant (or any other person or entity) located on, in, or
about the Premises.
(b) Substantial Damage. If: (i) there is Casualty Damage to the Premises, and the cost
to repair such Casualty Damage is equal to or greater than fifty percent (50%) of the estimated cost
to replace the Premises; or (ii) there is Casualty Damage to the Building of which the Premises is
a part, and the cost to repair such Casualty Damage is equal to or greater than twenty-five percent
(25%) of the cost to replace the Building; then Commission may elect either to: (1) repair or rebuild
the Premises, or the Building of which the Premises is a part; or (2) terminate this Sublease upon
delivery of written notice to Tenant within ninety (90) days after the occurrence of the Casualty
Damage.
(c) Partial Abatement of Base Rent. Base Rent shall be abated proportionately (based
upon the proportion that the unusable space in the Premises due to the Casualty Damage bears to
the total space in the Premises) for each day that the Premises or any part thereof is unusable by
reason of any Casualty Damage.
(d) Repair of Tenant Improvements. If Commission is required or elects to repair the
Premises, then Tenant shall repair or replace: (i) the alterations, improvements, and additions to
the Premises made by Tenant; and/or (ii) any equipment of Tenant located on, in, or about the
Premises.
(e) Notice. Tenant shall give Commission prompt written notice of any Casualty
Damage in or to the Premises, or to the Common Areas of which Tenant has knowledge.
ARTICLE XI
SURRENDER
11.1. Surrender of Subleased Premises. Except as herein otherwise expressly provided in
this Article XI, Tenant shall surrender and deliver up the Premises, together with all property
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affixed to the Premises, to Commission at the expiration or other termination of this Sublease or of
Tenant's right to possession hereunder, without fraud or delay, in good order, condition and repair
except for reasonable wear and tear after the last necessary repair, replacement, or restoration is
made by Tenant, free and clear of all liens and encumbrances, and without any payment or
allowance whatsoever by Commission on account of any improvements made by Tenant.
11.2. Removal of Certain Property. All moveable equipment and furniture furnished by
or at the expense of Tenant shall be removed by or on behalf of Tenant at or prior to the expiration
or other termination of this Sublease or of Tenant's right of possession hereunder, but only if, and
to the extent, that the removal thereof will not cause physical injury or damage to the Premises or
necessitate changes or repairs to the same. Tenant shall repair and restore any injury or damage
to the Premises arising from such removal so as to return the Premises to the condition described
in Section 11.1 above, or alternatively, at Commission's discretion, Tenant shall pay or cause to be
paid to Commission one hundred ten percent (110%) of the cost of repairing or restoring injury or
damage which costs shall be deemed due and payable as of the date on which surrender by Tenant
is required under this Sublease.
11.3. Property Not Removed. Any personal property of Tenant which shall remain in or
upon the Premises after Tenant has surrendered possession of the Premises shall be deemed to have
been abandoned by Tenant, and at the option of Commission, such property: (a) shall be retained by
Commission as its property; (b) shall be disposed of by Commission in such manner as Commission
shall determine, without accountability to any person; or (c) shall be removed by Tenant within
three
(3) business days at Tenant's expense upon written request from Commission; provided, however,
that if Tenant fails to remove such property within such timeframe, Commission may remove such
property at Tenant's expenses, charging Tenant one hundred ten percent (110%) of the costs
incurred by Commission to remove said items, which funds shall be due immediately upon
notification of Tenant of such charges. Commission shall not be responsible for any loss or damage
occurring to any property owned by Tenant remaining in the Premises after Tenant surrenders
possession thereof.
11.4. Survival of Terms. The terms of this Article XI shall survive any termination of
this Sublease.
ARTICLE XII
DEFAULT
12.1. Events of Default. Each and all of the following events shall be deemed an "Event
of Default" by Tenant under this Sublease:
(a) Nonpayment. Tenant's failure to pay Rent or other sums or charges that Tenant is
obligated to pay by any provision of this Sublease when due and that is not paid within ten (10)
days of notice from Commission. Commission's prior acceptance of late payment shall not be
deemed or interpreted as a waiver of this provision.
(b) Insurance Not Maintained. Any failure to maintain the insurance coverages
required to be maintained by Tenant under this Sublease.
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(c) All Other Sublease Violations. Tenant's failure to perform or observe any other
covenant, condition, or agreement of this Sublease, which failure is not cured by Tenant within
thirty
(30) days after the giving of notice thereof by Commission specifying the items in default.
(d) Falsification of lnformation. If Tenant or any agent of tenant falsifies any report in
any material respect or misrepresents other information in any material respect required to be
furnished to Commission pursuant to this Sublease.
(e) Merger or Consolidation. If Tenant is merged or consolidated with any other entity,
or there is a transfer of a controlling interest in Tenant.
(f) Tenant's Dissolution or Liquidation. The commencement of steps or proceedings
toward the dissolution, winding up, or other termination of the existence of Tenant or toward the
liquidation of its assets, which includes Tenant's failure to maintain a business license or any other
license in accordance with state or local law.
(g) Bankruptcy. The commencement of a case under any chapter of the United States
Bankruptcy Code by or against Tenant, or the filing of a voluntary or involuntary petition proposing
the adjudication of Tenant as bankrupt or insolvent, or the reorganization of Tenant, or an
arrangement by Tenant with its creditors, unless the petition is filed or case commenced by a Party
other than Tenant and is withdrawn or dismissed within thirty (30) days after the date of its filing.
(h) Assignment or Attachment. The making of an assignment by Tenant of Tenant's
obligations hereunder for the benefit of its creditors, or if in any other manner Tenant's interest in
this Sublease passes to another by operation of law, including, without limitation, by attachment,
execution, or similar legal process, which is not discharged or vacated within thirty (30) days,
except as permitted under this Sublease.
(i) Appointment of Receiver or Trustee. The appointment of a receiver or trustee for
the business or property of Tenant, unless such appointment shall be vacated within ten (10) days
after its entry.
(j) Inability to Pay. The admission in writing by Tenant of its inability to pay its debts
when due.
(1) As Otherwise Provided. The occurrence of any other event described as a default
elsewhere in the Sublease or any amendment thereto, regardless of whether such event is defined
as an "Event of Default."
12.2. Remedies. Upon the occurrence of an Event of Default, Commission, without
notice to Tenant in any instance (except where expressly provided for below or by applicable law)
may do any one or more of the following:
(a) Satisfy Tenant Obligations. Commission may perform, on behalf of and at the
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expense of Tenant, any obligation of Tenant under this Sublease which Tenant has failed to perform
and of which Commission has given Tenant notice (entering upon the Premises for such purpose,
if necessary), the cost of which performance by Commission, plus interest thereon at the lesser of
(i) the highest rate permitted by law, or (ii) eighteen percent (18%) per annum from the date of such
expenditure, and reasonable cost and expense incurred by Commission, shall be payable by Tenant
to Commission with the first Rent installment thereafter becoming due and payable. The
performance by Commission of any Tenant obligation under this Section 12.2(a) shall not be
construed either as a waiver of the Event of Default or of any other right or remedy of Commission
with respect to such Event of Default or as a waiver of any term or condition of this Sublease.
Notwithstanding the provisions of this Section 12.2(a) and regardless of whether an Event of
Default shall have occurred, Commission may exercise the remedy described in this Section 12.2(a)
without any notice to Tenant if Commission, in its good faith judgment, believes that it or the
Premises would be materially injured by failure to take rapid action or if the unperformed obligation
of Tenant constitutes an emergency.
(b) Termination of Sublease. Commission may terminate this Sublease, by written notice
to Tenant, without any right by Tenant to reinstate its right by payment of Rent due or other
performance of the terms and conditions hereof. Upon such termination, Tenant shall immediately
surrender possession of the Premises to Commission, and Commission shall, in addition to all other
rights and remedies that Commission may have, immediately become entitled to receive from
Tenant: (i) an amount equal to the aggregate of all Rent which then remains due to Commission but
unpaid by Tenant; (ii) reasonable costs and expenses incurred by Commission in connection with a
re-entry or taking of possession of the Premises; (iii) reasonable costs and expenses incurred by
Commission in connection with making alterations and repairs for the purpose of re-letting the
Premises; and (iv) reasonable attorneys' fees.
(c) Termination of Possessory Rights. Commission may terminate Tenant's rights to
possession of the Premises without terminating this Sublease or Tenant's obligations hereunder and
Tenant shall continue to be obligated to pay all Rent which then remains due to Commission but
unpaid by Tenant and Tenant shall continue to be obligated for future Rent as the same comes due
under this Sublease.
(d) Acceleration of Rent. Commission may, whether it terminates the Sublease or
Tenant's possessory rights to the Premises, accelerate and declare immediately due all of the Rent
that otherwise would have been due from the date of the Event of Default through the stated
expiration date of the Term or Extended Term, the option for which has been exercised.
(e) Rent Minus Fair Market Value. Commission may declare immediately due and
payable from Tenant, in addition to any damages or other amounts becoming due from Tenant
under any other provision of this Sublease, an amount equal to the difference between (i) the Rent
reserved in this Sublease from the date of the Event of Default through the stated expiration date
of the Term or Extended Term, the option for which has been exercised, and (ii) the then-fair market
value of the Premises for the same period.
(f) Other Remedies. Pursue any legal or equitable remedy allowed by applicable laws
of the State.
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12.3. Failure to Surrender. If Tenant fails to surrender the Premises upon expiration of
the Term or earlier termination of the Sublease pursuant to Section 12.2(b), or termination of
Tenant's possession rights, the provisions of Section 3.3 shall apply, and Commission may, without
further notice and with or without process of law, enter upon and re-enter the Premises and possess
and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may
dispossess Tenant and remove Tenant and all other persons and property from the Premises and
may have, hold and enjoy the Premises and Tenant's property under Section 11.3 of Article XI,
and the right to receive all rental and other income of and from the same.
12.4. Reimbursement of Commission's Costs in Exercising Remedies. Commission may
recover from Tenant, and Tenant shall pay to Commission upon demand, such reasonable and
actual costs and expenses as Commission may incur in recovering possession of the Premises,
placing the same in good order and condition and repairing and altering the same for reletting, and
all other reasonable and actual costs and expenses, commissions and charges incurred by
Commission in reletting and otherwise exercising any remedy provided herein or as a result of any
Event of Default by Tenant hereunder (including, without limitation, reasonable attorneys' fees).
12.5. Remedies Are Cumulative. No right or remedy herein conferred upon or reserved
to Commission is intended to be exclusive of any other right or remedy herein or by law provided,
but each shall be cumulative and in addition to every other right or remedy given herein or now or
hereafter existing at law or in equity or by statute.
ARTICLE XIII
ASSIGNMENT AND SUBLETTING
13.1. Assignment and Subletting. Tenant shall not assign, sublet, mortgage, encumber,
or in any manner transfer, in whole or in part, any interest in this Sublease or the Premises, or
otherwise allow the occupancy or possession of the Premises by any person or entity other than
Tenant.
13.2. Assignment by Commission. Commission, at any time and from time to time, may
assign its interest in this Sublease, and, if: (a) Commission assigns its interest in this Sublease; and
(b) the assignee assumes all of the obligations of Commission under the terms and conditions of
this Sublease; then Commission and its successors and assigns (other than the assignee of this
Sublease) shall be released from any and all liability hereunder.
ARTICLE XIV
ATTORNMENT, SUBORDINATION, AND ESTOPPEL CERTIFICATES
14.1. Attornment. In the event any proceedings are brought for the foreclosure of, or in
the event of conveyance by deed-in-lieu of foreclosure of, or in the event of exercise of the power
of sale under any mortgage made by Commission covering the Premises, Tenant hereby attorns to
the successor-in-interest of Commission and covenants and agrees to execute an instrument in
writing reasonably satisfactory to same whereby Tenant attorns to such successor-in-interest and
recognizes such successor-in-interest as Commission hereunder.
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14.2. Subordination.
(a) Commission shall have the right at any time and from time-to-time to create security
interests in the form of a mortgage, deed of trust or other similar lien or encumbrance (a
"Mortgage") upon or affecting Commission's fee estate in the Premises, or any part thereof, and the
rights of Tenant under this Sublease shall be subject and subordinate to any such Mortgage;
provided, however, that in the event of any foreclosure or sale under any such Mortgage or the
delivery by Commission of any deed-in-lieu of foreclosure to the holder of any such Mortgage, then
the holder of any such Mortgage agrees not to disturb Tenant's possession so long as Tenant is not
in default under the terms of this Sublease beyond any notice and/or cure periods provided for under
this Sublease and attorns to such holder or the foreclosure purchaser as Commission under this
Sublease. Said subordination shall be self-operative and no further instrument of subordination shall
be necessary unless required by any such Mortgage holder, in which event Tenant agrees to, within
ten (10) days after request by Commission or the Mortgage holder, execute any agreement
reasonably required by such Mortgage holder to memorialize said subordination and to
memorialize the terms of any
21
related agreements between Tenant and such Mortgage holder. Any holder of any such Mortgage
is herein referred to as “Commission's Mortgagee(s).” Notwithstanding the foregoing, a
Commission's Mortgagee may at any time subordinate its Mortgage to this Sublease without
Tenant's consent by notice in writing to Tenant, and thereupon this Sublease shall be deemed prior
to such Mortgage without regard to their respective dates of execution and delivery and, in that
event, such Commission's Mortgagee shall have the same rights with respect to this Sublease as
though it had been executed prior to the execution and delivery of any such Mortgage and had been
assigned to such Commission's Mortgagee.
(b) This Sublease shall be subject to and subordinate to all easements, restrictions,
liens, encumbrances, rights-of-way, or other matters affecting the Premises of record.
14.3. Estoppel Certificates. Tenant and Commission agree to execute and deliver, within ten
(10) days after a request by the other Party, a statement, in writing, certifying to Commission and/or
any Party designated by Commission, or Tenant and/or any Party designated by Tenant, as the case
may be, that: (a) this Sublease is in full force and effect; (b) the Commencement Date; (c) that Rent
is paid currently without any off-set or defense thereto, (d) the amount of Rent, if any, paid in
advance; (e) that there are no known uncured defaults by Commission or Tenant, or stating those
known and claimed, provided that, in fact, such facts are accurate and ascertainable, and (f) any
other information reasonably requested.
ARTICLE XV
MISCELLANEOUS
15.1. Security Deposit. The security deposit paid by Tenant pursuant to a Letter of lntent
between the parties shall be carried over by Commission into the Term of this Sublease. The
Security Deposit will be held by Commission, without interest, and shall be applied to the Common
Expense portion of the First Rental Amount per the Sublease Agreement and thereafter it shall be
applied to the full monthly rental payment until depleted. If the Sublease is terminated before
depletion of the security deposit, then it may be applied to any liability, costs or damages caused
to Commission, including but not limited to cleaning, breakage, repairs, non-payment, and/or non-
performance, without waiving or limiting Commission's right to hold Tenant liable for any liability,
costs or damage otherwise due. Any portion of the Security Deposit not so expended will be
returned forty-five
(45) days after termination or expiration of the Sublease and surrender of the Premises and all keys
to Commission.
15.2. Recordation. The Parties agree that this Sublease shall not be recorded, but upon
the request of either Party, a Memorandum of Sublease shall be prepared by Commission, and shall
be promptly executed, delivered, and recorded in the Office of the Recorder of St. Joseph County,
and the costs of recordation shall be charged to the Party requesting the Memorandum of Sublease.
15.3. Notices. Any notice, demand, request or other instrument (any “Notice”) which
may be or is required to be given under this Sublease shall be in writing and shall be deemed given
and received: (a) on the date of delivery when delivered in person (with receipt for delivery); (b)
three (3) business days after deposit with the U.S. Postal Service, when sent by United States
certified or registered mail, return receipt requested, postage prepaid; or (c) on the next business
22
day following deposit of any such Notice with a national overnight delivery carrier (with
receipt evidencing such delivery) such as, but not limited to, Federal Express or UPS. Any
Notice to be delivered in person or by mail shall be addressed: (a) if to Commission, at the
address set forth in Section 1.l(d) hereof, or at such other address as Commission may
designate by written notice; and (b) if to Tenant, at the address set forth in Section 1.l(e) hereof,
or at such other address as Tenant may designate by written notice.
15.4. Waiver. One or more waivers of any covenant or condition by Commission
shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and
the consent or approval by Commission to or of any act by Tenant requiring Commission's
consent or approval shall not be deemed to render unnecessary Commission's consent or
approval to or of any subsequent similar act by Tenant.
15.5. Entire Agreement; Amendment. This Sublease and the exhibits attached hereto
(which exhibits are incorporated herein by reference) set forth all the covenants, promises,
agreements, conditions and understandings between Commission and Tenant concerning the
Premises, and there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between Commission and Tenant other than as are herein set forth. No
alteration, amendment, change or addition to this Sublease shall be binding upon Commission
or Tenant unless reduced to writing and signed by authorized representatives of both
Commission and Tenant.
15.6. Dispute Resolution: Remedies Cumulative. Any litigation over the terms or
performance of this Sublease will be commenced in the courts of St. Joseph County, Indiana.
In any legal proceeding concerning this Sublease, each Party irrevocably waives the right to
trial by jury with respect to any and all causes of action, counterclaims, and disputes. The rights
and remedies of Commission and Tenant hereunder shall be cumulative, and no one of them
shall be deemed or construed as exclusive of any other right or remedy hereunder, at law, or
in equity. The exercise of any one such right or remedy by Commission or Tenant shall not
impair its standing to exercise any other such right or remedy. Unless time is of the essence,
the parties agree to submit their dispute to pre-suit mediation under Indiana ADR Rules before
filing cause of action in a court of law.
15.7. Accord and Satisfaction. No payment by Tenant or receipt by Commission of a
lesser amount than the Rent due hereunder shall be deemed to be other than on account of the
Rent first due hereunder. No endorsement or statement on any check or letter accompanying
any check or payment of Rent shall be deemed to be an accord and satisfaction, and
Commission may accept any such check or payment without prejudice to the right of
Commission to recover the balance of such Rent or to pursue any other right or remedy.
15.8. Relationship. Nothing contained herein shall be deemed or construed to create
between the Parties any relationship other than that of Commission and tenant.
15.9. Information. Tenant shall provide to Commission, upon request, accurate
financial statements of Tenant certified by the highest-ranking financial officer of Tenant.
15.10. Construction. The laws of the State of Indiana shall govern the
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validity, performance, and enforcement of this Sublease. The invalidity or unenforceability
of any term or
23
condition of this Sublease shall not affect the other terms and conditions, and this Sublease shall
be construed in all respects as if such invalid or unenforceable term or condition had not been
contained herein. The Parties acknowledge that this Sublease was negotiated and prepared by the
Parties and their respective counsel; therefore, if any provision of this Sublease requires judicial
interpretation, the court interpreting or construing such provision shall not construe it more strictly
against either Party. The captions of this Sublease are for convenience only and do not in any way
limit or alter the terms and conditions of this Sublease. Whenever in this Sublease a singular word
is used, it also shall include the plural wherever required by the context and vice versa. All references
in this Sublease to periods of days shall be construed to refer to calendar days, not business days,
unless business days are specified.
15.11. Force Majeure. Notwithstanding anything to the contrary set forth herein, if
Commission or Tenant is delayed in, or prevented from observing or performing any of its
obligations hereunder (other than the payment of any amount of money due hereunder) as the result
of: (a) an act or omission of the other Party; or (b) any other cause that is not within the control of the
delayed or prevented Party (including, without limitation, inclement weather, the unavailability of
materials, equipment, services or labor, and utility or energy shortages or acts or omissions of
public utility providers); then: (A) such observation or performance shall be excused for the period
of the delay; and (B) any deadlines for observation or performance shall be extended for the same
period.
15.12. Counterparts. This Sublease may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute but one and
the same instrument.
15.13. Successors and Assigns. Except as otherwise expressly provided herein, this
Sublease, and all of the terms and conditions hereof, shall inure to the benefit of, and be binding
upon, the respective heirs, executors, administrators, successors, and assigns of Commission and
Tenant. All indemnities set forth herein shall survive the Termination Date.
15.14. Authority. Each person executing this Sublease represents and warrants that: (a) he
or she has been authorized to execute and deliver this Sublease by the entity for which he or she is
signing; and (b) this Sublease is the valid and binding agreement of such entity, enforceable in
accordance with its terms.
15.15. Exculpation. If there is a breach or default by Commission under this Sublease,
Tenant shall look solely to the equity interest of Commission in the Premises and any rentals derived
therefrom; provided that in no event shall any judgment be sought or obtained against any individual
person or entity comprising Commission.
15.16. Equal Opportunity Obligation. Tenant agrees not to (1) discriminate against any
employee or applicant for employment, to be employed by Tenant with respect to his or her hire,
tenure, terms, conditions or privileges of employment or any matter directly or indirectly related
to employment, because of his or her race, color, religion, sex, handicap, national origin, or ancestry,
23
or (2) violate the City of South Bend Human Rights Ordinance. Pursuant to the policy of the City's
Inclusive Procurement and Contracting Plan, Tenant agrees to identify and do business with
qualified and available minority business enterprises whenever possible.
15.17. Anti-Collusion Requirement. By executing this Sublease, Tenant certifies that
it has not, nor has any member, employer, representative or agent of its firm, directly or
indirectly, entered into or offered to enter into any combination, collusion, or agreement to
receive or pay, that it has not received nor paid any sum of money or other consideration for the
negotiation and execution of this Sublease other than that which is set out herein.
IN WITNESS WHEREOF, Commission and Tenant have executed this Sublease
as of the Effective Date stated above.
"COMMISSION"
CITY OF SOUTH BEND, INDIANA,
DEPARTMENT OF REDEVELOPMENT
by and through the South Bend Redevelopment Commission
Troy Warner, President
ATTEST:
Eli Wax, Secretary
Date: ____________
24
"TENANT"
Haunt of Hounds LLC
________________________________
Date:___________________
26
EXHIBIT A
Legal Description of Property
Parcel ID: 018-1002-0043
Legal Description: Lot 1 Morris Civic Minor Sub & S 1/2 VAC alley N & adj 25/26
VAC ORD #11140-24 11/6/2024 99-00 NP #6560 7-13-98
Commonly Known As: 103 W. Colfax Ave.
26
EXHIBIT B
Description of Premises
Approximately 3,500 square feet of commercial space on the ground floor, and if Tenant has
exercised its option, then an additional 2,400 square feet in the lower level, all of which is
commonly referred to as 103 W. Colfax, within the Building commonly referred to as 211 N.
Michigan Street Ave., South Bend.
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
DATE : 5/16/2025
FROM: Joseph Molnar – Assistant Director,
Growth & Opportunity
SUBJECT: Disposition of 4022 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: Begin Disposition Process of 4022 Old Cleveland Road
SPECIFICS: The Redevelopment Commission (RDC) acquired the property located at 4022 Old Cleveland Road
through a certain Real Estate Purchase Agreement executed on October 10, 2024. This purchase was made with
the understanding that the land would be used for a low barrier intake homeless shelter. The property has been
rezoned by the Common Council of South Bend to allow for a low barrier intake center to be built upon the
property.
The attached three documents - Bid Specifications, Noticed of Intended Disposition, and Resolution establishing
offering price – are the beginning of the process for the property to be redeveloped and set the following
conditions for a bid on the Property:
- $825,000.00 minimum bid (average of two appraisals)
- All bids will be due by 9:00am on June 12, 2025 and opened publicly at the RDC meeting on June 12,
2025
- During the review process, emphasis will be placed on compatibility with and support of the goals and
objectives of the surrounding businesses and neighborhood and the Development Plan for the River East
Development Area.
- The proposed project must include a 120-bed homeless shelter
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
Bid Specifications & Design Considerations
Sale of Redevelopment Owned Property
14.93 Ac S Side Cleveland Rd Beg 165' W Of Ne Cor Nw Sec 28-38-2e
Tax ID: 025-1010-0380/ Commonly Known As: 4022 OLD CLEVELAND RD
River West Development Area
1. All of the provisions of I.C. 36-7-14-22 will apply to the bidding process.
2. All offers must meet the minimum price listed on the Offering Sheet (page 7).
3. Proposals for redevelopment are required to be for projects that are permitted
within the S2 Suburban Neighborhood 2 zoning designation and must include
plans to construct a 120-bed homeless shelter on the site. All proposals must
conform to the existing zoning provisions as outlined in the South Bend Zoning
Ordinance Title 21 of the City of South Bend Municipal Code.
Proposals for the reuse of the property must include a basic reuse plan for the site
and a project timeline detailing aspects of the site redevelopment and site
improvements. During the review process, emphasis will be placed on
compatibility with and support of the goals and objectives of the surrounding
businesses and neighborhood and the Development Plan for the River West
Development Area and plans that will best serve the interest of the community,
from the standpoint of both human and economic welfare.
4. Bidders are prohibited from the use of the property for speculation or land-holding
purposes.
5. All other provisions of the River West Development Area Development Plan must
be met.
Notice of Intended Disposition of Property
RIVER WEST DEVELOPMENT AREA
14.93 Ac S Side Cleveland Rd Beg 165' W Of Ne Cor Nw Sec 28-38-2e
Tax ID: 025-1010-0380
Commonly Known As: 4022 OLD CLEVELAND RD
South Bend, Indiana
Notice is hereby given that the Redevelopment Commission of the City of South Bend, Indiana, will receive sealed offers for
the purchase of certain property situated in the River West Development Area until 9:00 a.m. (local time) on June 12, 2025 in
the Office of the Department of Redevelopment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend,
Indiana, 46601. All offers will be publicly opened and read aloud at 9:30 a.m. (local time) on the June 12, 2025 at the Regular
Meeting of the Redevelopment Commission to be held that date and time in Room County-City Building, 227 West Jefferson
Boulevard, South Bend, IN 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s
subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Bid proposals
for the purchase of the property offered will be considered.
The property being offered is located at 14.93 Ac S Side Cleveland Rd Beg 165' W Of Ne Cor Nw Sec 28-38-2e, Tax ID: 025-
1010-0380, commonly known as 4022 OLD CLEVELAND RD in the River West Development Area, South Bend, Indiana. Any
proposal submitted must be for the site as noted on the Offering Sheet. The required re-use of the property is for projects that
are permitted within the S2 Suburban Neighborhood 2 zoning designation, and must include plans to construct a 120-bed
homeless shelter on the site. Strong emphasis will be placed during the review process on compatibility with and support of
the River West Development Area and the surrounding businesses and neighborhood and plans that will best serve the interest
of the community from the standpoint of both human and economic welfare.
A packet containing bid forms, the Offering Sheet and other pertinent information may be picked up at the Department of
Community Investment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601.
The Commission reserves the right to reject any and all bids, and to make the award to the highest and best bidder. In
determining the best bid, the Commission will take into consideration the following:
1. The use of the improvements proposed to be made by each bidder on the property, and their compatibility with and
support of the proposed re-use as described in the Offering Sheet;
2. Each bidder’s ability to improve the property with reasonable promptness;
3. Each bidder’s proposed purchase price;
4. Any factors which will assure the Commission that the sale, if made, will further the carrying out of the Development
Plan for the River West Development Area and will best serve the interest of the community from the standpoint of
human and economic welfare; and
5. The ability of each bidder to finance the proposed improvements to the property with reasonable promptness.
The Commission further reserves the right to waive any formalities in bidding which are not mandatory requirements.
A bid submitted by a trust (as defined in IC 30-4-1-1(a)) must identify each:
(A) beneficiary of the trust; and
(B) settlor empowered to revoke or modify the trust.
To secure the execution of the disposition agreement, the purchase of the property and the redevelopment thereof in
accordance with the agreement, the bidder must submit with the proposal a faithful performance guaranty, in the sum of ten
percent (10%) of the amount offered for the purchase of the property. The guaranty sum may be in the form of a certified
check, a cashier’s check, surety bond, letter of credit from a bank or trust company as approved by the Redevelopment
Commission, or by other sufficient security, but the form, substance and terms of the performance guaranty must be approved
as satisfactory by the Redevelopment Commission. The performance guaranty, if by cashier’s or certified check, shall be
deposited in any account of the Department of Redevelopment, City of South Bend, in a bank or trust company selected by
the Redevelopment Commission.
CITY OF SOUTH BEND, INDIANA
DEPARTMENT OF COMMUNITY INVESTMENT
Erin Michaels, Property Development Manager
Publish Dates: May 30 and June 6, 2025
RESOLUTION NO. 3640
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION ESTABLISHING THE OFFERING PRICE OF
PROPERTY IN THE RIVER WEST DEVELOPMENT AREA
WHEREAS, the South Bend Redevelopment Commission (the “Commission”),
the governing body of the City of South Bend, Indiana, Department of Redevelopment,
exists and operates pursuant to I.C. 36-7-14 (the “Act”); and
WHEREAS, the Commission may dispose of real property in accordance with
Section 22 of the Act; and
WHEREAS, the real property identified at Exhibit A attached hereto and
incorporated herein (the "Property") has been appraised by two qualified, independent,
professional real estate appraisers and a written and signed copy of their appraisals is
contained in the Commission’s files; and
WHEREAS, each such appraisal has been reviewed by a qualified
Redevelopment staff person, and no corrections, revisions, or additions were requested
by such reviewer.
NOW, THEREFORE, BE IT RESOLVED by the Commission, pursuant to Section
22 of the Act, that based upon such appraisals, the offering price of the Property
described at Exhibit A is hereby established as stated therein, which amount is not less
than the average of the two appraisals, and all documentation related to such
determination is contained in the Commission’s files.
IT IS FURTHER RESOLVED that all notices and other actions required by
Section 22 of the Act be performed in order to effectuate the disposal of the Property.
ADOPTED at a meeting of the South Bend Redevelopment Commission held on
May 22, 2025 at County-City Building, 227 West Jefferson Boulevard, South Bend,
Indiana 46601.
SOUTH BEND REDEVELOPMENT
COMMISSION
____________________________
Troy Warner, President
ATTEST:
____________________________
Eli Wax, Secretary
EXHIBIT A
TO RESOLUTION NO. 3640
Offering Sheet
Property Size Minimum Offering Price Proposed Re-Use
14.93 Ac S Side
Cleveland Rd Beg 165'
W Of Ne Cor Nw Sec 28-
38-2e
025-1010-0380 71-03-28-100-004.000-
009
Commonly Known As
4022 OLD CLEVELAND
RD
Site:
14.93 acres
$825,000.00
Projects that are permitted within
theS2 Suburban Neighborhood 2
zoning designation; must include
plans to construct a 120-bed
homeless shelter on the site
Strong emphasis will be placed
during the review process on
compatibility with and support of the
goals and objectives of the River
West Development Area and the
surrounding businesses and
neighborhood and plans that will
best serve the interest of the
community from the standpoint of
both human and economic welfare.
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : 5/12/2025
FROM: Erin Michaels – Property Development Manager
SUBJECT: Opening of Bids for Former Oaklawn Property
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: Opening of Bids for Former Oaklawn Property.
SPECIFICS: The Redevelopment Commission (RDC) issued a Notice of Intended Disposition and requested bids for
property located at 403 E Madison. Bids are due at 9:00 a.m. on May 22, 2025. Any and all bids received by that
time will be publicly opened and read aloud at the May 22nd RDC meeting.
_________________________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
D ATE : 5/12/2025
FROM: Erin Michaels – Property Development Manager
SUBJECT: Opening of Bids for Former YMCA Northside
Property
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: Opening of Bids for Former YMCA Northside Property.
SPECIFICS: The Redevelopment Commission (RDC) issued a Notice of Intended Disposition and requested bids for
property located at 1201 Northside Blvd. Bids are due at 9:00 a.m. on May 22, 2025. Any and all bids received by
that time will be publicly opened and read aloud at the May 22nd RDC meeting.
_________________________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 : 5/19/25
FROM: Erik Glavich, Director, Growth & Opportunity
SUBJECT: Amendment to Development Agreement for River
Walk L.L.C. (The Pointe residential development
project)
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: Amendment Development Agreement for property located at 703 Northside Blvd., South
Bend, Indiana 46601 (River Walk L.L.C.)
SPECIFICS: On August 22, 2024, the Commission entered into a Development Agreement with River Walk L.L.C.,
an entity owned by a local developer, for the redevelopment of long-vacant property on Northside Boulevard.
west of St. Peter Street. The developer plans to build 13 individual housing units, which continues the activation
of properties near Howard Park and within walking distance of downtown South Bend.
The original Development Agreement specifies that the Funding Amount provided by Commission will not
exceed $500,000 and the private investment commitment by the Developer will be no less than $10,000,000.
The Developer also commits to completing the project by December 31, 2027.
Due to unique challenges posed by the site, including environmental issues which have added development
costs, additional support is necessary to ensure the successful completion of the project. The proposed
amendment to the Development Agreement, if adopted, would increase the funding amount to $1,250,000 and
the private investment commitment $14,000,000. No other amendments would be made.
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First
Amendment”) is made and entered into to be effective as of May 22, 2025, by and between South
Bend Redevelopment Commission (“Commission”), and River Walk L.L.C., an Indiana limited
liability company (“Developer”).
RECITALS
A. The Commission and Developer entered into that certain Development Agreement,
dated effective as of August 22, 2024, ( the “Agreement”) for development of certain real property
located in St. Joseph County, City of South Bend, State of Indiana as more particularly described
in Exhibit A of the Agreement (the “Property”). All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.
B. The Property poses unique challenges that threaten its development and successful
completion of the Project, as defined in the Agreement.
C. The Commission affirms its belief that accomplishing the Project as is in the best
interests of the health, safety, and welfare of the City and its residents.
D. The Commission and the Developer now desire to amend the Agreement to reflect
increases to the Funding Amount and Private Investment amount.
AGREEMENT
NOW, THEREFORE, in consideration of these premises, and the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Developer and the Commission hereby agree as follows:
1. Recitals. The recitals set forth above, including each and every recital contained
therein, are incorporated into and made a part of this First Amendment as though fully
set forth herein.
2. Amendments. The Agreement is hereby amended as follows:
a) In Section 1.3, the text “Five Hundred Thousand Dollars ($500,000.00)” shall
be deleted and replaced with the following: “One Million Two Hundred Fifty
Thousand Dollars ($1,250,000.00).”
b) In Section 1.4 the text “Ten Million Dollars ($10,000,000.00)” shall be deleted
and replaced with the following: “Fourteen Million Dollars ($14,000,000.00).”
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3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms,
conditions and agreements contained in the Agreement remain unmodified and in full force and
effect. To the extent a conflict exists between the terms of this First Amendment and the
Agreement, the terms of this First Amendment shall control.
4. Counterparts; Electronic or Facsimile Transmission. This First Amendment
may be executed in counterparts which, when combined, shall constitute one instrument. The
electronic or facsimile transmission of a signed counterpart of this First Amendment shall be
binding upon the party whose signature is contained on the transmitted copy.
[Signature Page Follows.]