HomeMy WebLinkAboutParking Mitigation Agreement - South Bend - Riverwalk Partners LLCPARKING DISRUPTION MITIGATION AGREEMENT
This Parking Disruption Mitigation Agreement (this "Agreement") is made on June 24,
2025 (the "Effective Date"), by and among the CITY OF SOUTH BEND, acting by and through
its Board of Public Works of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend,
Indiana 46601 (the "City"), HP BLACKBIRD, LLC, an Indiana limited liability company with its
principal office at 3454 Douglas Road, Suite 250, South Bend, Indiana 46635 ("HP Blackbird"),
and SOUTH BEND RIVERWALK PARTNERS, LLC, an Indiana limited liability company with
its principal office at 805 City Center Drive, Suite 120, Carmel, Indiana 46032 ("Riverwalk")(each
a "Party," and collectively, the "Parties").
RECITALS
A. The City owns certain real property and improvements (including without
limitation a surface parking lot) located at 120 Dr. Martin Luther King Jr. Boulevard, South Bend,
Indiana 46601 and commonly known as the Century Center (the "Century Center Lot").
B. HP Blackbird and Riverwalk have entered into a certain Agreement of Purchase
and Sale dated as of January 31, 2024, as amended to date (the "Purchase Agreement"), pursuant
to which HP Blackbird intends to sell to Riverwalk certain real property located at approximately
330 E. Jefferson Boulevard, South Bend, Indiana as generally depicted as "Lot 2" on Exhibit A
attached hereto and made part hereof (the "Riverwalk Property").
C. From and after closing of the Purchase Agreement, Riverwalk intends to develop
the Riverwalk Property as a residential apartment community (the "Riverwalk Project").
D. HP Blackbird, as Landlord, and Crowe LLP ("Crowe"), as Tenant, are parties to an
office Lease Agreement, dated July 12, 2023, as amended to date (the "Lease"), with respect to
certain premises located at 320 East Jefferson Boulevard, South Bend, Indiana (the "Crowe Site")
pursuant to which HP Blackbird has committed to provide Crowe LLP with access to not less than
200 parking spaces during term of the Lease.
E. HP Blackbird desires (a) commitments from the City with respect to temporary
access for Crowe, its employees and its invitees, to use the Century Center Lot without charge
from the date first written above until the completion of the Riverwalk Project during any
infrastructure work performed by or on behalf of the City that would impair vehicular access to
either (i) the surface parking area on the Crowe Site located adjacent to the building thereon, as
depicted on Exhibit B attached hereto and made part hereof (the "Adjacent Parking Area") or (ii)
the remote surface parking area on the Crowe Site located outside the Riverwalk Property as
depicted on Exhibit C attached hereto and made part hereof (the "Remote Parking Area"), such
that all or a portion of the Adjacent Parking Area or the Remote Parking Area cannot be accessed
for parking; and (b) commitments from Riverwalk with respect to the mitigation of any disruption
caused by the development of the Riverwalk Project to the use and enjoyment of the Remote
Parking Area.
F. HP Blackbird desires temporary access be provided by the City to the Century
Center Lot for the purpose of parking passenger vehicles of the HP Blackbird's tenants working
in and licensees and invitees visiting the building at 320 East Jefferson Boulevard, South Bend,
Indiana (the "Crowe Building") when access to the Adjacent Parking Area or the Remote Parking
Area is impaired.
G. The City is willing to permit HP Blackbird to gain non-exclusive access to, and
temporarily use, the Century Center Lot to provide parking spaces to the HP Blackbird's tenants,
licensees, and invitees when parking spaces are not being otherwise used by the City or its
authorized agent, subject to the terms and conditions set forth in this Agreement.
H. ASM Global, which is engaged to manage the operations of the Century Center as
an agent of the City, on behalf of the Civic Center Board of Managers, a civic center building
authority for the City, consents to the use of the Century Center Lot as described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement,
the Parties agree as follows:
1. Parkine Miti ation Commitments. The parking mitigation commitments
contemplated by this Agreement shall be comprised of the following elements:
(a) Temporary License. The City grants HP Blackbird a temporary, non-exclusive
license to enter and use up to, but not more than, two hundred (200) unreserved parking
spaces located in the Century Center Lot (the "Parking Spaces") for the sole purpose of
parking of passenger vehicles of HP Blackbird's tenants occupying the Crowe Building
and licensees and invitees visiting the Crowe Building (the "Temporary License"), subject
to each of the following limitations:
i. HP Blackbird must provide advance written notice to the City and ASM
Global regarding its intent to utilize the Temporary License at least two
(2) business days prior to the anticipated usage, which notice shall
include the dates and times for usage as well as the total number of
spaces desired for use, and the City must confirm the Century Center
Lot will be available for use during the requested times;
ii. The full scope of the Temporary License shall only be utilized when
access to the Parking Spaces in the Adjacent Parking Area or the
Remote Parking Area is impaired, and only during Crowe's regular
business hours of Monday through Friday from 7:30am to 5:30pm,
except that HP Blackbird shall have access to no more than fifty (50)
Parking Spaces on Monday through Friday after 5:30pm but not later
than I0:OOpm and on Saturday not later than I0:OOpm;
iii. Vehicles parking in the Century Center Lot in accordance with this
Agreement must be easily identifiable through the use of Crowe -issued
hang tags, dashboard placards, or other medium;
iv. Use of the Century Center Lot when the Temporary License is not
authorized for use shall be subject to routine enforcement activities of
the City or its designee, including, but not limited to, ticketing or fining
vehicles in violation or towing the vehicles at the vehicle owners'
expense;
V. The Temporary License shall not be utilized during any pre -scheduled
events at the Century Center or when Century Center lot is otherwise
unavailable, including times when the parking lot has been rented,
unless the City expressly consents to such use (upon request by HP
Blackbird, the City shall provide a schedule of events at the Century
Center for a particular month, which schedule may be amended by the
City on a continuous basis as necessary);
vi. The use of the Century Center Lot must be reasonable at all times and
comport with the terms of this Agreement and all applicable laws;
vii. The City, or its authorized representative, reserves the right to
specifically designate the location and configuration of the Parking
Spaces within the Century Center Lot that are available for use by
tenants occupying the Crowe Building and licensees and invitees
visiting the Crowe Building, and may modify such location or
configuration during the Term (as defined below) upon reasonable
notice to HP Blackbird;
viii. The Temporary License shall be limited to use of the Parking Spaces
as stated above and a reasonable course of ingress to and egress from
the Parking Spaces;
ix. The City reserves the right to use the Century Center Lot during the
Term for any other purpose that does not substantially interfere with or
obstruct the Temporary License under this Agreement; and
X. In the event HP Blackbird or its designees exceed the scope of the
Temporary License, or otherwise breach the terms of the Temporary
License herein, and fails to cure such breach within thirty (30) days
following receipt of written notice from the City of such a breach, the
City shall have the right, upon written notice to HP Blackbird, to
immediately terminate the Temporary License rights.
Upon HP Blackbird providing notice of its intent to utilize the Temporary License, the
City, or its designated representative, will inform HP Blackbird whether the Century
Center Lot is available for use during the dates and times requested. In the event that
the Century Center Lot is not available for use during any of the dates or times
requested, the City will use best efforts to assist HP Blackbird in locating alternative
temporary parking for its tenants at the River Glen Office Complex located southeast
of the Crowe Building.
(b) Uninterrupted Access to Adjacent Parking Area. The City shall use best efforts
to ensure that any construction activity performed by or on behalf of the City in connection
with the development of the Riverwalk Project will not deny vehicular access to the
Adjacent Parking Area. In furtherance thereof, the City agrees that it shall (1) provide at
least three (3) business days' advanced written notice to HP Blackbird prior to undertaking
any construction activities that could reasonably be expected to adversely impact vehicular
access to the Adjacent Parking Area; and (2) use best efforts to schedule any such
construction activities to minimize the impact on vehicular access to the Adjacent Parking
Area during normal business hours. Upon receipt of such notice, HP Blackbird shall
indicate to the City whether it intends to utilize its Temporary License during the disruption
to access to the Adjacent Parking Area.
(c) Staging of Construction Activities by Riverwalk Affecting the Remote Parking
Area. Riverwalk shall use best efforts to ensure that any construction activity performed
by or on behalf of Riverwalk in connection with the development of the Riverwalk Project
will not deny vehicular access to the Adjacent Parking Area; provided, however, Riverwalk
shall have no responsibility for coordinating the temporary access contemplated by Section
1(b). In addition, Riverwalk shall mitigate disruption to the use and enjoyment of the
Remote Parking Area by using commercially reasonable efforts to adhere to the
construction schedule for its construction activity on and to the Remote Parking Area set
forth in Exhibit D attached hereto and made part hereof (the "Remote Parking Construction
Work"). HP Blackbird hereby grants a non-exclusive license to Riverwalk, and its
contractors, subcontractors, agents, licensees, and permittees over and across the Remote
Parking Area for purposes of Riverwalk performing its Remote Parking Construction
Work.
2. Term. This Agreement shall be effective starting on the Effective Date, and shall
terminate upon the substantial completion of the Riverwalk Project (the "Term"). The Riverwalk
Project will be considered substantially complete upon the issuance of all necessary Certificates
of Occupancy.
3. No Lease or Easement, Assignment. The City represents that it is the sole owner
in fee simple of the Century Center Lot, and having obtained prior consent from ASM Global, the
current manager of the Century Center Lot, the City represents it has the lawful right to permit the
HP Blackbird to use the Century Center Lot under this Agreement. The City and HP Blackbird
acknowledge and intend that this Agreement will not constitute a lease of or an easement over the
Century Center Lot or the Parking Spaces, and neither HP Blackbird nor Crowe will have the right
or authority to convey any leasehold or other interest in the Century Center Lot or the Parking
Spaces to any other person or entity, provided, however, that HP Blackbird may permit the tenants
of the Crowe Building to use the Parking Spaces licensed hereunder. Except as expressly provided
in this Agreement, any attempt by HP Blackbird to grant or lease any interest in the Century Center
Lot or the Parking Spaces to any other person or entity will be void ab initio and of no force or
effect. The Parties agree that neither this Agreement nor any of the rights under this Agreement
may be assigned, in whole or in part, to any other party without the prior written consent of the
other Parties hereto.
4. Maintenance. At all times during the Term, the City will be responsible for the
maintenance and repair of the Century Center Lot. When the Temporary License is in effect such
maintenance and repair shall include, without limitation, clearing all ice and snow from the Parking
Spaces (as the same may be designated or configured from time to time pursuant to Section 1 of
9
this Agreement) and any path of vehicular access to such Parking Spaces from the public rights -
of -way abutting the Century Center Lot. The City shall provide maintenance services to the
Century Center Lot at a level not less than the standard and quality provided at other City facilities.
Ice and snow removal will be prioritized based on the availability of maintenance personnel. In
the event the City is unable to clear all ice and snow from the Parking Spaces in a reasonable
timeframe, HP Blackbird may perform ice and snow removal from the Parking Spaces at its own
expense.
5. Security. HP Blackbird understands and agrees that the City shall not be liable for
any loss, damage, destruction, or theft of property or any bodily harm or injury that may result from
use of the Century Center Lot pursuant hereto. HP Blackbird understands and agrees that, as
between the City and HP Blackbird, it will at all times be solely responsible for the safety and
security of all persons, property, and vehicles, including any property contained within the
vehicles, on the Century Center Lot in connection with the use of the Century Center Lot pursuant
hereto. HP Blackbird shall have the right, at its sole expense, to engage security personnel to
monitor the Parking Spaces utilized in the Century Center Lot during the times the Temporary
License is being utilized.
6. Compliance with Law. HP Blackbird understands and agrees that it will, at its own
expense, observe and comply with all applicable statutes, laws, ordinances, requirements, orders,
rules, and regulations of all governmental authorities in relation to the use of the Parking Spaces.
7. Restoration. To the extent that any portion of the Century Center Lot is disturbed
or damaged in connection with HP Blackbird's use of the Century Center Lot, including
disturbances or damage caused by the vehicles of the HP Blackbird's tenants, licensees, or invitees,
HP Blackbird, at the HP Blackbird's expense, shall restore the Century Center Lot to the condition
that existed immediately prior to such disturbance or damage to the satisfaction of the City.
Indemnification.
(a) HP Blackbird's Indemnity Obligations. HP Blackbird agrees and undertakes to
defend, indemnify, and hold harmless the City, and its officials, employees, agents,
successors, and assigns, from and against any liability, loss, costs, damages, or expenses,
including attorneys' fees, which the City may suffer or incur as a result of any claims or
actions which may be brought by any person or entity arising out of the license granted
herein by the City or HP Blackbird's use of the Century Center Lot or the Parking Spaces.
If any action is brought against the City, or its officials, employees, agents, successors, and
assigns, in connection with HP Blackbird's use of the Century Center Lot, HP Blackbird
agrees to defend such action or proceedings at its own expense and to pay any judgment
rendered therein.
(b) Riverwalk's Indemnity Obligations. Riverwalk agrees and undertakes to
defend, indemnify, and hold harmless HP Blackbird, and its members, manager,
employees, agents, successors, and assigns (collectively, the "HP Blackbird indemnified
Parties"), from and against any liability, loss, costs, damages, or expenses, including
reasonable attorneys' fees, which HP Blackbird may suffer or incur as a result of any claims
or actions which may be brought by any person or entity arising out of the Remote Parking
Construction Work but only to the extent caused by the negligent acts or omissions of
Riverwalk or anyone acting on behalf of Riverwalk. If any action is brought against any
of the HP Blackbird Indemnified Parties as a result of the foregoing, Riverwalk agrees to
defend such action or proceedings at its own expense and to pay any judgment rendered
therein. Riverwalk shall not permit any mechanics lien to be filed against the Crowe Site or
any part thereof in connection with construction work performed by or on behalf of
Riverwalk. If Riverwalk is unwilling or unable to remove any such lien within thirty (30)
days of its imposition, HP Blackbird may take any and all measures to remove such lien at
Riverwalk's expense. Riverwalk shall have no liability to the HP Blackbird Indemnified
Parties for incidental, consequential, exemplary, or punitive damages and hereby waives its
right to pursue Riverwalk for the same.
Insurance.
(a) HP Blackbird's Insurance Obligations. HP Blackbird, at HP Blackbird's
expense, shall maintain during the Term of this Agreement commercial general liability
insurance covering HP Blackbird in an amount not less than Two Million and 00/100
Dollars ($2,000,000.00) per occurrence, inclusive of the limit an umbrella or excess policy.
HP Blackbird agrees to include the City as an additional insured on such policy and produce
to the City evidence of the same, including without limitation a properly endorsed policy
and a certificate of insurance. To the extent that the City is harmed as a result of HP
Blackbird's use of the Century Center Lot, HP Blackbird hereby grants the City first
priority on any proceeds received from HP Blackbird's insurance. Notwithstanding
anything in this Agreement to the contrary, the City does not waive any governmental
immunity or liability limitations available to it under Indiana law.
(b) Riverwalk's Insurance Obligations. Riverwalk, at Riverwalk's expense, shall
maintain during the Term of this Agreement commercial general liability insurance
covering Riverwalk in an amount not less than Two Million and 00/100 Dollars
($2,000,000.00) per occurrence, inclusive of the limit an umbrella or excess policy.
Riverwalk agrees to include HP Blackbird as an additional insured on such policy and
produce to HP Blackbird evidence of the same, including without limitation a properly
endorsed policy and a certificate of insurance.
10. Notices. Any notices required or permitted under this Agreement shall be given in
writing and delivered via either (i) personal delivery, which shall be deemed received on the same
date that it is delivered, (ii) certified mail with return receipt requested, which shall be deemed
delivered three (3) business days after deposit in the United States Mail, (iii) overnight courier,
which shall be deemed delivered one (1) business day after deposit with signed receipt to any
national overnight courier for next day delivery, or (iv) email, which shall be deemed to have
received on that date the email is sent, provided that no bounce -back or error message is received.
Notices shall be sent to the following addresses:
To City: City of South Bend
227 W. Jefferson Blvd., Suite 1300N
51
South Bend, IN 46601
Attn: Director of Public Works
Email: ehorvath@southbendin.gov
City of South Bend
227 W. Jefferson Blvd., Suite 1400S
South Bend, IN 46601
Attn: Executive Director of Community Investment
Email: cbauer@southbendn.gov
With a copy to: City of South Bend
227 W. Jefferson Blvd., Suite 1200S
South Bend, IN 46601
Attn: Legal Department
Email: legaldept@southbendn.gov
To HP Blackbird: HP Blackbird, LLC
c/o Holladay Properties
3454 Douglas Rd., Suite 250
South Bend, IN 46635
Attn: Paul Phair
Email: pphair@holladayproperties.com
With a copy to: Holladay Properties
3454 Douglas Rd., Suite 250
South Bend, IN 46635
Attn: Peter Gillin
Email: pgillin@holladayproperties.com
To Riverwalk: South Bend Riverwalk Partners, LLC
805 City Center Drive, Suite 120
Carmel, Indiana 46032
Attn: John C. Hart, Jr.
Email: john@homeisjchart.com
With a copy to: Dinsmore & Shohl LLP
211 N. Pennsylvania Street, Suite 1800
Indianapolis, IN 46204
Attn: Joe Kremp
Email: joe.kremp@dinsmore.com
To ASM Global: ASM Global - South Bend Century Center
120 Dr. Martin Luther King Jr. Blvd.
South Bend, IN 46601
Attn: Craig Liston
Email: cliston0asmglobal.com
With a copy to: ASM Global - South Bend Century Center
120 r. Martin Luther King Jr. BTvd.
South Bend, IN 46601
Attrr Rebekah Love
Email: rebekahlocenWrycenter.org
Any party may change mailing address or email address for notice hereunder by notice to the
other parties given as set forth herein.
11. Integration: Amendment. This Agreement supersedes all prior negotiations,
understandings, and agreements, whether written or oral, concerning the subject matter of this
Agreement and constitutes the Parties' entire agreement. This Agreement may not be altered except by
a written instrument signed by authorized representatives of all Parties.
12. Counterparts: Signatures . This Agreement may be separately executed in
counterparts by the City, HP Blackbird and Riverwalk, and the same, when taken together, will be
regarded as one original Agreement. Electronically transmitted signatures will be regarded as
original signatures.
13. ALEthority. . Each undersigned person signing on behalf ofhis or her respective Party
certifies that he or she is duly authorized to bind his or her respective Party to the terms of this
Agreement.
14. Governing Law . This Agreement will be governed by and construed in accordance
with the laws of the State of Indiana.
[SIGNATURES ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties have executed this Parking Disruption
Mitigation Agreement to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Elizabeth A. Maradik, President
Joseph R. Molnar, Vice President
Gary A. Gilot, Member
Breana Micou, Member
Murray L. Miller, Member
ATTEST:
d4i U
Hillary Horvath, Acting Clerk
Date: 6/24/25
With the consent of:
ASM GLOBAL
Rebekah Love
ED-
Rebekah Love, General Manager
06/24/2025
Dated:
10
HP BLACKBIRD, LLC,
an Indiana limited liability company
HOLLADAY MANAGER, LLC, its Manager
Tim Healy (Jun n, 2LT25 20:53 CDT)
Timothy E. Healy, Manager
Dated: 06/23/2025
SOUTH BEND RIVERWALK PARTNERS, LLC,
an Indiana limited liability company
By: J.C. Hart Manager, LLC,
an Indiana limited liability company,
its Manager
' 14uv G _
By: John CHart, Jr Jun 24, 202507:37 EDT)
John C. Hart, Jr., Sole Member
Dated: 06/23/2025
12
EXHIBIT A
Riverwa[k Property
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EXHIBIT B
Adiacent Parkin,2 Area
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SOUTH BEND
HART HOLDINGS. LLC
BEND CROWE REDEVELOPMENT 330
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SOUTH BEND, INDIANA C-1—Inc
EXHIBIT C
Remote Parkin-, Area
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330 E JEFFEFISON, BOULEVARD, C.. I A
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EXHIBIT D
Remote Parking Construction Work
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BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 6/17/25
Name Erik Glavich
Department DCI
BPW Date 6/24/25 Phone Extension 6022
Review and Approval Required Prior to Submittal to Board
Diversity Compliance ❑
Officer Name
and Inclusion Officer
BPW Attorney ❑ Attorney Name Michael Schmidt
Dept. Attorney ® Attorney Name
Danielle Campbell Weiss
Purchasing ❑
Check the Appropriate Item Type — Regu
❑ Professional Services Agreement ❑ Contract
❑ Open Market Contract ❑ Amendment/Addendum
❑ Bid Opening ❑ Bid Award
❑ Quote Opening ❑ Quote Award
❑ Proposal Opening ❑ C/O & PCA No.
❑ Chg. Order, No. ❑ Traffic Control
® Other: Parking Mitigation
Information
All Submissions
U Proposal
❑ Special Purchase, QPA
❑ Req. to Advertise ❑ Title Sheet
❑ Reject Bids/Quotes
❑ PCA
❑ Resolution
❑ Ease./Encroach
Company or Vendor Name
HP Blackbird LLC & South Bend Riverwalk Partners LLC
❑ Yes❑ If Yes, Approved by Purchasing
New Vendor
❑ No
❑
MBE/WBE Contractor
Completed E-Verify Form Attached
❑ WBE ❑ Nos
Project Name
Riverfront West Development
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
HP Blackbird and South bend Riverwalk Partners are redeveloping the west
bank of the St. Joseph River. During construction Crowe's employee parking
may be disrupted, and the attached agreement will help relieve parking issues
during construction of the project. This would provide Crowe employees
access to park in the Century Center lot when needed during certain portions
of the construction schedule.
LM For Change Orders Only
Amount of ❑ Increase $
❑ Decrease ($ )
Previous Amount
Current Percent of Change
New Amount
Increase %
Decrease ( %
Increase %
Total Percent of Change: Decrease