HomeMy WebLinkAbout5A1 Purchase Agreement for 802-812 S. Lafayette Blvd. (ChoiceLight, Inc.) - SignedSouth 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: 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
May 22, 2025
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.
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