HomeMy WebLinkAbout5A3 Purchase Agreement for 2018-2020 S. Main St. (KCG Companies) - SignedSouth Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : 6/5/25
FROM: Erin Michaels – Property Development Manager
SUBJECT: Purchase Agreement – KCG Development LLC –
2018-2020 S. Main St.
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 with KCG Development LLC for 2018-2020 S Main St.
SPECIFICS: The proposed Purchase Agreement is for RDC-owned properties located at 2018-2020 S Main St. KCG
Development LLC is applying for low-income housing tax credits with plans to construct multi-family housing
with a minimum of fifty (50) affordable income restricted units.
The sale of the property will only proceed if the developer is awarded the low-income housing tax credits.
Awarding of the low-income housing tax credits will occur in November 2025. The agreement includes a
purchase price of $1,000 and a minimum investment of $14 million dollars with a project completion of thirty
(30)months after the Construction Commencement Date.
Construction of a new apartment building on currently vacant land will add vitality to the Main Street corridor as
well as providing quality affordable housing. Staff recommends approval
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
June 12, 2025
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this “Agreement”) is made and entered into by and
between the City of South Bend, Department of Redevelopment, acting by and through its
governing body, the South Bend Redevelopment Commission (“Seller”) and KCG Development
LLC a Florida Limited Liability Company, with its registered address being 9311 N Meridian
Street, Suite 100, Indianapolis, IN 46260 (“the 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 the real property
described in Exhibit A attached hereto and incorporated herein (collectively, the “Property”).
C.Pursuant to the Act, Seller adopted its Resolution No. 3096 on October 11, 2012,
whereby Seller established a total offering price of Fifty- Seven Thousand Three Hundred and Fifty
Dollars ($57,350) (the “Appraised Value”) for the Property and other adjacent lots.
D.Pursuant to the Act, on October 11, 2012, Seller authorized the publication on
October 19, 2012 and October 26, 2012, respectively, of a notice of its intent to sell the Property
and other adjacent lots and its desire to receive bids for the Property and other adjacent lots on or
before November 8, 2012.
E.At its public meeting on November 8, 2012, Seller received zero (0) bids.
F.Buyer has the opportunity to apply for low-income housing tax credits and desires
to enter into an agreement for the purchase of the Property.
G.In accordance with Section 22 of the Act, Seller now desires to sell the Property to
Buyer, and Buyer desires to purchase the Property from Seller, on the terms stated in this
Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and conditions
contained in this Agreement, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:
1.AGREEMENT TO SELL AND PURCHASE; ACCEPTANCE DATE. Seller
shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, pursuant to
the covenants, provisions and other terms and conditions contained in this Agreement. The
Property shall include certain parcels of land described in Exhibit A and the transferable
improvements, fixtures, easements, licenses, permits and all of Seller's other rights, title and
interest appurtenant and otherwise relating thereto. The “Acceptance Date” as referenced
herein from time to time, shall mean the latest date upon which all parties to this Agreement
execute the Agreement and deliver such executed Agreement to all other parties hereto.
2.PURCHASE PRICE; EARNEST MONEY. The purchase price for the Property
shall be One Thousand Dollars ($1,000.00) (the “Purchase Price”), payable by Buyer to Seller
in cash at the closing described in Section 7 below. Buyer shall submit to Seller earnest money
in the amount of One Hundred Dollars ($100.00) (the “Earnest Money”) on or before the
Acceptance Date. Seller will hold such Earnest Money unless and until it is to be disposed in
accordance with the terms of this Agreement and will bear no interest for any period of time.
The Earnest Money shall be refundable until the expiration or waiver of Buyer’s Contingency
(as defined in Section 4(c) below), at which time the Earnest Money shall be non -refundable,
except as provided herein, but shall remain applicable to the Purchase Price at Closing (as
defined below).
3.PROPERTY INFORMATION; CONTRACTS. Within fifteen (15) days of the
Acceptance Date, Seller shall provide Buyer, to the extent not previously provided, and to the
extent in Seller's possession or control, copies of any and all reports, contracts, leases,
guaranties, warranties, and surveys relating to the Property or relevant to a reasonable Buyer's
determination whether to purchase the Property (the “’Property Information”). Seller further
agrees to deliver promptly to Buyer copies of any additional Property Information that Seller
obtains prior to Closing. Prior to Closing, Seller shall terminate any and all property
management, maintenance, lawn care, snow plowing and other contracts and agreements
relating to the Property, unless Buyer has consented to the continuation of any such contract or
agreement.
4.INVESTIGATION; BUYER’S CONTINGENCY; INDEMNIFICATION;
INSURANCE.
A.Seller acknowledges that Buyer contemplates acquiring the Property for
Buyer’s intended use of the Property as income-based, multi-family housing with a
minimum fifty (50) housing units (the “Intended Use”). From and after the Acceptance
Date, and upon Buyer providing Seller with evidence that Buyer has commercial general
liability insurance reasonably acceptable to Seller in the amount of at least One Million
Dollars ($1,000,000.00) per occurrence, Buyer and its agents shall have the right, but no
obligation, at its sole cost: (i) to enter upon the Property to conduct the tests, inspections,
studies, assessments and investigations contemplated under this Agreement at any time and
from time to time (collectively, “Tests”); and (ii) to make such Tests of the Property and
information with respect to the Property, the Intended Use and/or this Agreement, all as
Buyer may deem desirable, including, without limitation: [a] any environmental
assessment, evaluation or study (including a “Phase I” environmental site assessment); and
[b]topographic, engineering, traffic, parking and other feasibility studies.
Notwithstanding the foregoing, Buyer will not conduct any invasive Tests, including,
without limitation, Phase II environmental assessments or soil borings, without Seller's
prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer
shall conduct all Tests at a time and in a manner as to reasonably minimize interference
with Seller's operation on or about the Property and any neighboring properties. Buyer
shall indemnify, defend and hold Seller, its officials, members, employees, agents,
contractors, lessees, licensees, invitees, successors and assigns harmless from any and all
liabilities, claims, damages and expenses (including attorneys’ fees, court costs, and costs
of investigation) arising out of or in connection with the Tests or the entry on to the
Property by Buyer or its agents. From and after the Acceptance Date, Seller agrees that
Seller shall, at the request of Buyer and without cost to Seller, cooperate with Buyer in
connection with any and all private and governmental approvals, rezoning, land
subdivisions and other matters necessary for Buyer's Intended Use.
B.In addition to any and all other conditions and contingencies in this
Agreement, Buyer’s obligations under this Agreement are hereby conditioned upon
Buyer’s receipt of a low-income housing tax credit (“LIHTC”) reservation from the Indiana
Housing and Community Development Authority (“IHCDA”) for the Intended Use. If the
LIHTC reservation is not received within one hundred and forty (140) days of IHCDA
accepting Buyer’s application for review, this Agreement shall terminate at Buyer’s
election and in such event all Earnest Money shall be returned to Buyer. Bu yer represents
that IHCDA intends to accept project applications on or around July 28, 2026 and announce
reservations ("Reservation") on or about November 19, 2026. In the event Buyer fails to
submit its application to IHCDA prior to the published deadline this Agreement shall
terminate and all Earnest Money shall be returned to Buyer. In the event that Buyer obtains
a LIHTC Reservation from IHCDA but is unable to obtain a commitment for an equity
investment from a tax credit investor on terms that are satisfactory to Buyer, in Buyer’s
sole discretion and in an amount sufficient for the Intended Use, within six (6) months after
obtaining the LIHTC Reservation from IHCDA, despite Buyer’s best reasonable efforts,
this Agreement shall terminate at Buyer’s election and in such event all Earnest Money
shall be returned to Buyer.
C.If at any time on or before December 31, 2026 (the “Contingency Date”),
Buyer determines, for any reason, in Buyer’s sole discretion, that the Property or the
transaction described herein is unacceptable to Buyer, then Buyer shall have the right to
terminate this Agreement by giving written notice of termination to Seller at any time on
or before the Contingency Date in which event, at Buyer’s election, all Earnest Money
shall be returned to Buyer (“Buyer's Contingency”). Any failure by Buyer to give such
notice shall constitute an election by Buyer to not so terminate, in which event Buyer’s
right to terminate this Agreement shall be deemed to have been waived. Following any
termination of this Agreement, the parties shall be relieved of any further obligations or
liabilities under this Agreement, except those obligations that expressly survive
termination hereof.
D.In anticipation of performing its obligations under Section 9 below, Buyer
will prepare plans and specifications for constructing a new building on the Property and
all other related improvements (collectively, the “Property Improvements”), including
plans and specifications for the manner in which the new building will be designed (the
“Construction Plan”). Buyer agrees to cooperate with the Executive Director, or his
designee, of the City’s Department of Community Investment (the “City”) in developing
its Construction Plan.
5.TITLE INSURANCE; SURVEY. Within thirty (30) days of the Acceptance
Date, Seller, at Buyer’s sole cost, shall deliver a written commitment by a title insurance
company selected by Buyer (the “Title Company”) to issue to Buyer a current ALTA Form
owner’s policy of title insurance with respect to the Property in an amount determined by Buyer
(the “Title Commitment”). Buyer shall have the right to obtain, at Buyer’s sole cost, a new or
updated survey, in a form determined by Buyer (the “Survey”). Seller's special warranty of
title set forth in the deed and Seller’s other representations and warranties, if any, with respect
to the Property shall be subject to all exceptions set forth elsewhere in this Agreement and all
matters disclosed on the Title Commitment or Survey including, without limitation, all
easements, covenants, conditions, restrictions, requirements, standard exceptions and special
exceptions, except for monetary liens which will be paid out of Closing. If the Title
Commitment or Survey discloses any matters unacceptable to Buyer, in Buyer's sole discretion,
(the “Title Defects”), Buyer shall notify Seller of such Title Defects no later than ninety (90)
days before the Contingency Date. If Seller fails to correct the Title Defects to Buyer's
satisfaction in advance of the Contingency Date, Buyer may (a) terminate this Agreement upon
written notice to Seller and all Earnest Money shall be returned to Buyer, or (b) waive Buyer’s
objection to such Title Defects and take title subject to the same. Any title exceptions contained
on the Title Commitment and not objected to by Buyer in accordance with this Section 5, or a
title exception that shall be objected to initially, but such objection thereto is later waived or
acquiesced to by Buyer, shall be deemed a “Permitted Exception” hereunder.
6.ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER.
A.Seller hereby represents and warrants to Buyer that all of the following are
true, correct and complete on and as of the date hereof, and shall continue to be true, correct
and complete as of the Closing Date:
1.Seller has no actual knowledge of (i) any orders from or
agreements with any governmental authority or private party or any judicial or
administrative proceedings or investigations, whether pending or threatened,
respecting any environmental, health or safety requirements under federal,
state or local laws or regulations relating to the Property, or (ii) any pending,
asserted or threatened claims or matters involving material liabilities,
obligations or costs arising from the existence, release or threatened or alleged
release of any Hazardous Substances at, on or beneath the Property.
“Hazardous Substances” shall mean any hazardous or toxic material,
substance or waste, pollutant or contaminant which is defined as a hazardous
substance or hazardous waste under any Environmental Laws (as defined
below).
2.No notice from any governmental body or other person has been
served upon Seller or upon the Property claiming the violation of any law or
any building, zoning, environmental, health or other ordinance, code, rule or
regulation relating to the Property. There are no legal actions, suits or
administrative proceedings, including condemnation cases or eminent domain
proceedings commenced, pending or threatened against the Property or any
portion thereof. Seller has not received notice of any negotiations for purchase
in lieu of condemnation relating to the Property or any portion thereof.
a.Seller is not a party to any agreement or commitment to sell,
convey, assign, transfer, provide rights of first refusal or other similar
rights with respect to, or otherwise dispose of, any part of the Property or
any interest therein other than this Agreement. Neither Seller nor any
person or entity claiming by, through or under Seller has done or suffered
anything whereby any lien, encumbrance, claim or right of another has
been created against the Property or any portion thereof or any interest
therein other than this Agreement, the Permitted Exceptions and possible
construction or materialmen's lien claims arising out of work performed
by or on behalf of Seller which will be removed at or before the Closing.
b.There is no action, proceeding or investigation pending or to the
best of Seller's knowledge, threatened against Seller or with respect to the
Property or any portion thereof before any court or governmental or quasi-
governmental department, commission, board, agency or instrumentality.
c.The signatories to this Agreement on behalf of Seller have full
right, power and authority to enter into this Agreement and to consummate
the transactions contemplated herein. This Agreement is valid and
enforceable against Seller in accordance with its terms. Each instrument
to be executed by Seller pursuant hereto or in connection herewith will,
when executed and delivered, be valid and enforceable in accordance with
its terms.
d.The accuracy of all Seller representations and warranties
contained in this Agreement shall be a condition to Buyer's obligations
under this Agreement, which condition will be merged at the time of, and
will not survive, the Closing. If any of the representations or warranties
contained in this Agreement is untrue in any material respect and is not
cured (at no cost to Buyer) prior to the scheduled Closing, then Buyer may
elect to (i) purchase the Property as it then is or, (ii) terminate this
Agreement and, anything in this Agreement to the contrary
notwithstanding, receive a refund of all Earnest Money.
e.Except as specifically set forth in this Agreement, 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. Except as specifically set forth in this
Agreement, Seller offers no such representation or warranty as to the
Property’s condition or fitness, and nothing in this Agreement will be
construed to constitute such a representation or warranty as to the
Property’s condition or fitness.
7.CLOSING.
A.Provided that all conditions of closing hereunder have been satisfied or
waived, the closing of the transaction described herein (the “Closing”) shall occur at the
offices of the Title Company on the Closing Date. The “Closing Date” shall be the
Contingency Date, or such earlier or later date as may be agreed to in writing by Seller and
Buyer.
B.The following shall occur on or before the Closing Date:
1.Seller shall deliver all of the following to Buyer, all of which shall be
fully-executed by Seller, as appropriate:
a.A special warranty deed in the form attached hereto as Exhibit B
sufficient to convey and warrant to Buyer fee simple absolute title to the
Property, to extent such title is affected by Seller’s actions, subject only to the
Permitted Exceptions (the “Special Warranty Deed”), which Special Warranty
Deed will restrict Buyer’s use of the Property to the Intended Use and other
uses as allowed by this Agreement, articulate the Seller’s right to re-enter and
re-take possession of the Property the event of default as set forth in this
Agreement, and will prohibit Buyer from discriminating in the sale, lease,
rental, use, occupancy, or enjoyment of the Property or any improvements
constructed on the Property;
b.An affidavit of title in customary form covering the Closing Date
and showing title in Seller, subject only to the Permitted Exceptions;
c.Any required real estate sale disclosure;
d.Such other documents as may be necessary or proper to comply
with this Agreement or required (by the Title Company or otherwise) to carry
out its terms.
2.Buyer shall deliver all of the following to Seller, all of which shall be
fully-executed by Buyer, as appropriate:
a.The balance of the Purchase Price, plus or minus prorations,
credits and other adjustments, by wire transfer or otherwise in immediately
available funds;
b.Any required real estate sale disclosure;
c.Such other documents as may be necessary or proper to comply
with this Agreement or required to carry out its terms.
3.Seller shall cause the Title Company to issue to Buyer at Closing a current
ALTA Form owner's policy of title insurance, with extended coverage, pursuant to
the Title Commitment and containing all amendments and endorsements required
by this Agreement or otherwise reasonably required by Buyer, which policy and
endorsements shall be at Buyer's sole cost, and which shall only be subject to the
Permitted Exceptions.
4.Exclusive occupancy of the Property shall be delivered to Buyer at
Closing, except for the continuation of any installations, equipment, or access by
personnel upon the Property that Seller or Seller’s representatives or contractors
may require in connection with carrying out Seller’s Work in accordance with the
terms of this Agreement.
8.PRORATIONS; REAL ESTATE TAXES AND ASSESSMENTS; CLOSING
COSTS.
A.Buyer, and Buyer’s successors and assigns, shall be liable for any and all
real property taxes and assessments assessed and levied against the Property with respect
to the year in which the Closing takes place and for all subsequent years. Seller shall have
no liability for any real property taxes or assessments associated with the Property, and
nothing in this Agreement shall be construed to require the proration or other
apportionment of real property taxes or assessments resulting in Seller’s liability therefor.
B.At Closing, Seller shall pay the costs of releasing all liens, judgments, and
other encumbrances that are to be released and of recording such releases. At Closing,
Buyer shall pay (i) all fees and costs due Title Company for its closing, document
preparation, and/or escrow services, (ii) the cost of the premium for the Title Policy and all
endorsements to the Title Policy (iii) the cost of the Survey, (iv) the cost of any lender’s
policy of title insurance or endorsements thereto, and (v) the cost of recordation of any
instrument associated with the transaction contemplated in this Agreement, except as
provided in the foregoing sentence. Except as otherwise provided for in this Agreement,
Seller and Buyer will each be solely responsible for and bear all of their own respective
expenses, including, without limitation, expenses of legal counsel, accountants, and other
advisors incurred at any time in connection with pursuing or consummating the transaction
contemplated herein. Any other closing costs not specifically designated as the
responsibility of either party in this Agreement shall be paid by Buyer.
9.BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS; CHANGE
OF INTENDED USE.
A.Property Redevelopment; Proof of Investment. Provided Closing occurs,
within ten (10) months after the Closing Date, Buyer will commence construction and
redevelopment of the Property for the Intended Use and will provide Seller with such
commencement date (the “Construction Commencement Date”). Buyer will expend an
amount (including hard and soft costs) of not less than Fourteen Million Dollars
($14,000,000.00) to complete the Property Improvements to redevelop the Property for the
Intended Use. Promptly upon completing the Property Improvements, Buyer will submit
to Seller records proving the above required expenditures and will provide to Seller copies
of the certificate(s) of occupancy for the Property Improvements. Buyer shall permit Seller
to perform reviews and monitor the progress of the construction of the Property
Improvements. The parties expect the Property Improvements to be completed within
thirty (30) months of the Construction Commencement Date (the “Completion Date”). If
the Property Improvements have not been completed by the Completion Date, the Buyer
shall be in default under this Agreement.
B.Certificate of Completion. Promptly after Buyer completes the Property
Improvements and proves the same to Seller’s reasonable satisfaction in accordance with
the terms of Section 9(A) above, upon Buyer’s request, Seller will issue to Buyer a
certificate acknowledging such completion (the “Certificate of Completion”). Seller and
Buyer agree to record the Certificate of Completion immedia tely upon issuance,
and the Buyer will pay the costs of recordation.
C.Change of Intended Use. Buyer covenants and agrees that neither Buyer
nor any of Buyer’s successors or assigns will change its use of the Property from the
Intended Use of the Property defined above without obtaining Seller’s prior consent to such
change in writing.
10.DEFAULT.
A.If Seller defaults under this Agreement, Buyer shall have any and all
remedies available to it under this Agreement and otherwise at law or in equity including,
without limitation: (i) the right of specific performance; (ii) the right to terminate this
Agreement at any time after such default by delivering written notice of termination to
Seller; and/or (iii) the right to sue for damages, provided, however, that in no event shall
Seller be liable for more than One Thousand Dollars ($1,000.00) in damages. In the event
of any such termination, all Earnest Money shall be immediately returned to Buyer. All of
Buyer's remedies shall be cumulative and not exclusive.
B.If Buyer defaults under this Agreement, Seller shall have the right to re-
enter and take possession of the Property and to terminate and revest in Seller the estate
conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without
offset or compensation for the value of any improvements made by Buyer.
C.In the event Seller pursues legal action (including arbitration) to enforce
or interpret this Agreement, Buyer shall pay Seller’s reasonable attorneys’ fees and other
costs and expenses (including expert witness fees).
11.COVENANTS OF SELLER. Between the date of this Agreement and the
Closing Date, Seller shall:
A.not, without first obtaining the written consent of Buyer, enter into any
leases, contracts or other agreements, nor grant or permit any rights to any other party,
pertaining to the Property or any portion thereof, except in relation to Seller’s performance
of ongoing demolition work at the Property, if any;
B.comply with all private and governmental laws, rules, ordinances,
regulations, covenants, conditions, restrictions, easements, liens and agreements affecting
the Property or any portion thereof including, without limitation, the use thereof; and
C.comply with all requirements of the Title Company in connection with its
insurance of fee simple title to the Property in Buyer as required under Section 5 hereof
and elsewhere herein.
12.NOTICES.
A.All notices, demands and communications required or which either party
desires to give or make hereunder shall be effective (at the time set forth in Section 12(B))
if in writing signed by or on behalf of the party giving or making the same, and if
served/delivered to the addresses and/or fax numbers set forth below and in any of the
following manners: (i) personally; (ii) by United States certified mail, return receipt
requested; or (iii) by a national courier service for next business day delivery.
To Seller: City of South Bend Department of Community Investment
Attn: Executive Director
County-City Building, Suite 1400 S.
227 W. Jefferson Blvd.
South Bend, IN 46601
Telephone: 574-235-9337
With a copy to: City of South Bend Legal Department
Attn: Corporation Counsel
County-City Building, Suite 1200 S.
227 W. Jefferson Blvd.
South Bend, IN 46601
To Buyer: KCG Development LLC
Attn: RJ Pasquesi
9311 N Meridian St. Suite 100
Indianapolis, IN 46260
Telephone: 317-708-6519
Email: rpasquesi@kcgcompanies.com
With a copy to: Stefani Thomas, Esq.
26050 Mureau Rd, Suite 200
Calabasas, CA 91302
Email: sthomas@walkerdunlop.com
With a copy to: Thomas Stone, Est.
26050 Mureau Rd, Suite 200
Calabasas, CA 91302
Email: tstone@walkerdunlop.com
Either Party may, by written notice, modify its address or representative for future notices.
B.Notices given personally shall be deemed to have been given upon receipt.
Notices mailed by United States mail shall be deemed to have been given on the third
business day after the date of mailing or upon receipt by either party if a written receipt is
signed therefor. Notices sent by United States mail or national courier service for next day
or next business day delivery shall be deemed to have been given on such next day or next
business day, as the case may be, following deposit. Any party hereto may change its
address for the service as aforesaid by giving written notice to the other of such change of
address in accordance with the provision of this Section 12.
13.MISCELLANEOUS.
A.This written Agreement constitutes the entire agreement between the
parties and supersedes any prior oral or written agreements between the Parties regarding
the Property. There are no verbal agreements which can or will modify this Agree ment
and no waiver of any of its terms will be effective unless in a writing executed by the
Parties.
B.The Parties acknowledge and agree that Buyer’s project on the Property is
a private development and hereby renounce the existence of any form of agency
relationship, joint venture, or partnership between Buyer and Seller and agree that nothing
contained herein or in any document executed in connection herewith shall be construed
as creating any such.
C.No member, official, or employee of Seller or the City of South Bend,
Indiana may have any personal interest, direct or indirect, in this Agreement, nor shall any
such member, official, or employee participate in any decision relating to this Agreement
which affects his or her personal interests or the interests of any corporation, limited
liability company, partnership, or association in which he or she is, directly or indirectly,
interested. No member, official, or employee of Seller or the City of South Bend, Indiana
shall be personally liable to Buyer, or any successor in interest, in the event of any default
or breach by Buyer or for any amount which may become due to Buyer, or its successors
and assigns, or on any obligations under the terms of this Agreement.
D.Buyer and Seller represent and warrant to one another that neither has
engaged or dealt with any broker or other person who would be entitled to any brokerage
fee or commission with respect to the finding, negotiation or execution of this Agreement
or the consummation of the transactions contemplated hereby.
E.This Agreement shall be construed and enforceable in accordance with the
laws of the State of Indiana. Any action to enforce the terms or conditions of this
Agreement or otherwise concerning a dispute under this Agreement will be commenced in
the courts of St. Joseph County, Indiana, unless the parties mutually agree to an alternative
method of dispute resolution. Both parties hereby waive any right to trial by jury with
respect to any action or proceeding relating to this Agreement.
F.This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon any person, firm, or
corporation other than the parties hereto and their respective successors or assigns, any
remedy or claim under or by reason of this Agreement or any term, covenant, or condition
hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and
conditions hereof shall be for the sole and exclusive benefit of the parties herein. Except
for an assignment by Buyer to an entity of which Buyer has a controlling interest, Buyer
may not assign its rights and obligations under this Agreement without Seller's prior written
consent. In the event Buyer wishes to obtain Seller’s consent regarding a proposed
assignment of this Agreement, Seller may request, and Buyer shall provide, any and all
information reasonably demanded by Seller in connection with the proposed assignment
and/or the proposed assignee. The unenforceability or invalidity of any provisions hereof
shall not render any other provisions herein contained unenforceable or invalid.
G.It is the intent of Buyer and Seller that this Agreement shall be binding on
both parties and not illusory. Buyer and Seller acknowledge that Buyer and Seller will
expend significant time, effort and expense in performing their respective obligations under
this Agreement, which constitutes legally adequate consideration.
H.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.
I.This Agreement and any and all documents and signatures relating thereto
may be transmitted by electronic mail. All such documents and signatures transmitted by
electronic mail shall deemed to be originals. This Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same agreement.
J.Time is of the essence as to all terms and conditions of this Agreement.
K.Sections 9, 10, 12, and 13 shall survive the termination of this Agreement.
[Signatures on the following page(s)]
IN WITNESS WHEREOF, the Parties have signed this Real Estate Purchase Agreement
to be effective as of the date last set forth below.
SELLER:
SOUTH BEND REDEVELOPMENT
COMMISSION
Dated this ___ day of _____, 2025. __________________________________
Troy Warner, President
ATTEST:
__________________________________
Eli Wax, Secretary
BUYER:
KCG DEVELOPMENT, LLC, a Florida Limited
Liability Company
By: ___________________________
Printed: ___________________________
Title: ___________________________
Dated this _____ day of _____, 2025.
12th. June
Exhibit A
Description of Property
Address: 2018 S Main St
Parcel Number: 018-8011-0484
State Parcel: 71-08-13-355-002.000-026
Legal Description: Lot 29 Bowmans Add To Town Myler Now Pt City South Bend
Address: 2020 S Main St
Parcel Number: 018-8011-050001
State Parcel: 71-08-13-355-003.000-026
Legal Description: Lot 26 Thru 28 Bowman Add To Town Of Myler Now Pt Of City Of So
Bend
Address: 18 VAC LOT 96X165 MAIN ST
Parcel Number: 018-8011-0500
State Parcel: 71-08-13-355-004.000-026
Legal Description: Lots 24 And 25 Bowman Add To The Town Of Myler
Exhibit B
Form of Special Warranty Deed
1
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 KCG Development, LLC , a Florida Limited
Liability Corporation and/or its permitted assigns with its mailing address at 9311 N Meridian
Street, Suite 100, Indianapolis, IN 46260 (the “Grantee”), for and in consideration of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”):
Address: 2018 S MAIN ST
Parcel Number: 018-8011-0484
State Parcel: 71-08-13-355-002.000-026
Legal Description: Lot 29 Bowmans Add To Town Myler Now Pt City South Bend
Address: 2020 S MAIN ST
Parcel Number: 018-8011-050001
State Parcel: 71-08-13-355-003.000-026
Legal Description: Lot 26 Thru 28 Bowman Add To Town Of Myler Now Pt Of City Of
So Bend
Address: 18 VAC LOT 96X165 MAIN ST
Parcel Number: 018-8011-0500
State Parcel: 71-08-13-355-004.000-026
Legal Description: Lots 24 And 25 Bowman Add To The Town Of Myler
Grantor, as its sole warranty herein, specially warrants to Grantee, and to Grantee’s
successors and assigns, that Grantor will forever defend title to the Property against those claims,
and only those claims, of all persons who shall claim title to or assert claims affecting the title to
the Property, or any part thereof, under, by or through, or based upon the acts of Grantor, but not
otherwise, subject to the all current, non-delinquent real estate taxes and assessments.
Grantor and Grantee covenant and agree that Grantor conveys the Property to Grantee
subject to the requirement that Grantee, and its successors and assigns, may use the Property solely
for (i) income-based, multi-family housing, and market-rate multifamily housing; and (ii) any other
use consented to in writing by Grantor, and Grantee shall not discriminate in the lease, rental, use,
occupancy, or enjoyment of the Property or any improvements constructed on the Property. This
restriction will at all times be subject to any mortgages recorded against the Property, and any
foreclosure or deed in lieu of foreclosure with regard to any such mortgage shall automatically
without further action terminate this restriction.
Pursuant to Section 9 of the Real Estate Purchase Agreement, the Grantor conveys the
Property to the Grantee by this deed subject to certain conditions subsequent. In the event that
Grantee fails to perform the Property Improvements, or satisfactorily to prove such performance,
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then in accordance with Section 10 of the Real Estate Purchase Agreement, the Grantor shall have
the right to re-enter and take possession of the Property and to terminate and revest in the Grantor
the estate conveyed to the Grantee by this deed and all of the Grantee’s rights and interests in the
Property without offset or compensation for the value of any improvements to the Property made
by the Grantee. The recordation of a Certificate of Completion in accordance with Section 9 of the
Real Estate Purchase Agreement will forever release and discharge the Grantor’s reversionary
interest stated in this paragraph.
Each of the undersigned persons executing this deed on behalf of the Grantor represents
and certifies that s/he is 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.
[Signature page follows.]