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HomeMy WebLinkAboutResolution No. 3659 Site Plans & Execution Real Estate Purchase Agrmnt. (Momentum) - SignedSouth Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Resolution No. 3659 Approving Certain Site Plans & Real Estate Purchase Agreement with Momentum Development Group 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 Resolution No. 3659 Approving Certain Site Plans & Real Estate Purchase Agreement with Momentum Development Group SPECIFICS: On May 25, 2023 the Redevelopment Commission and Momentum Development Group entered into a Real Estate Option Agreement as further amended by a First Amendment approved on August 8, 2024 in which the Commission agreed to grant Momentum Development Group an exclusive option to purchase five (5) parcels adjacent to Momentum South Bend which comprise the parking lot adjacent to the facility. Momentum Development Group has notified the Commission of their intent to execute the Option Agreement and in accordance with the terms of the Option Agreement Commission staff have negotiated a Real Estate Purchase Agreement for these parcels which is attached to this resolution as Exhibit B. The proposed Real Estate Purchase Agreement terms are below: -Purchase Price: $1,000 (As agreed upon in the Option Agreement) -Due Diligence Period: 30 Days -Closing Date: 15 Days after Due Diligence Period Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION December 11, 2025  RESOLUTION NO. 3659 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING CERTAIN SITE PLANS AND THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT WITH MOMENTUM DEVELOPMENT GROUP, LLC WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the South Bend, Indiana, Department of Redevelopment (the “Department”), is the owner of certain real property, specifically parcel numbers 018-3017-0615, 018-3017- 0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly set forth in the attached Exhibit A (the “Property”); and WHEREAS, the Commission exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”); and WHEREAS, the Commission and the Momentum Development Group, LLC, an Indiana limited liability company with registered offices at P.O. Box 815, South Bend, IN 46601 (the “Buyer”), entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement), in which the Commission agreed to grant the Buyer an exclusive option to purchase the Property upon certain conditions being met by the Buyer. WHEREAS, during the Option Period, as defined by the Option Agreement, the Commission received the Buyer’s Notice of Intent to purchase the Property as provided for in the Option Agreement, which included detailed site plans and specifications for the Buyer’s proposed use of the Property that comply with all applicable zoning and land use laws and regulations; and WHEREAS, in accordance with the terms of the Option Agreement, the Commission and the Buyer have negotiated the terms of a real estate purchase agreement for the Property in the form attached hereto as Exhibit B (the “Purchase Agreement”); and WHEREAS, and the Commission believes that the approval of the Purchase Agreement is in the best interests of the citizens of the City and furthers redevelopment and therefore desires to approve the Buyer’s site plans the negotiated Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The site plans and specifications for the Property that were delivered with the Buyer’s Notice of Intent are hereby accepted and approved. 2.The Commission hereby approves the Purchase Agreement and deed in the forms attached hereto as Exhibit B and authorizes the President of the Commission and Secretary of the Commission to execute and attest, respectively, said Purchase 2 Agreement in the form attached hereto, with such beneficial insertions, omissions and changes as the President and Secretary shall approve, such approval to be evidenced by the execution and attestation thereof. 3.The Commission authorizes Joseph Molnar or Erin Michaels of the City’s Department of Community Investment to present for recordation in the Recorder of St. Joseph County, Indiana, the deed conveying the Property to the Buyer, as well as execute any other document necessary to effect the Commission’s conveyance to the Buyer. 4.This Resolution shall be in full force and effect upon its adoption. ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 11, 2025 at 215 S. Dr. Martin Luther King, Jr. Blvd. Room 301, South Bend, Indiana 46601. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ______________________________ Signature ______________________________ Printed Name and Title ATTEST: ______________________________ Signature ______________________________ Printed Name and Title Troy Warner, President Eli Wax, Secretary 3 EXHIBIT A Parcel Description Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN 4 EXHIBIT B Real Estate Purchase Agreement REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on December 11, 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 Momentum Development Group, LLC, an Indiana Limited Liability Company with a principal office address of 510 S. Main Street, South Bend, IN 46601 (“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 five (5) parcels of real property located in South Bend, Indiana (the “City”), specifically parcel numbers 018-3017-0615, 018-3017-0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly described in attached Exhibit A (the “Property”). C.The Parties entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement”), in which the Seller agreed to grant the Buyer an exclusive option to purchase the Property. D.The Buyer has notified the Commission with a written notice of its intent to purchase the Property and provided with detailed site plans and specifications for the proposed development of the Property (the “Notice of Intent”), as required by the Option Agreement. E.The Parties now desire to proceed with the transfer of Property under the terms set forth in the Option Agreement and as further set forth herein. NOW, 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 Suite 500 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend Suite 600 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 This offer shall expire ten (10) 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: Momentum Development Group, LLC P.O. Box 815 South Bend, IN 46624 Attn: Mark Neal Email:_________________ WITH COPY TO: ______________ ________________ ________________ ________________ 3.PURCHASE PRICE 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 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 an office and distribution center (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 thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 (the “Due Diligence Period”). By mutual agreement, the Parties may proceed to Closing prior to the expiration of the Due Diligence Period described in this Section. 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.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 ten (10)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 ten (10) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within ten (10) 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, 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600, 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 fifteen (15) 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. 23.ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 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: Momentum Development Group, LLC By: Printed: Its: Dated: SELLER: South Bend Redevelopment Commission Troy Warner, President ATTEST: Eli Wax, Secretary EXHIBIT A Description of Property Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NOS. 018-3017-0615 018-3017-0620 018-3017-0621 018-3017-0622 018-3017-0623 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, 215 S. Martin Luther King Jr., Blvd., Suite 500, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to Momentum Development Group, LLC, an Indiana Limited Liability Company, with a mailing address of 510 S. Main Street, South Bend, IN 46601 (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”): Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN 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. Page 1 of 2 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on December 11, 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 Momentum Development Group, LLC, an Indiana Limited Liability Company with a principal office address of 510 S. Main Street, South Bend, IN 46601 (“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 five (5) parcels of real property located in South Bend, Indiana (the “City”), specifically parcel numbers 018-3017-0615, 018-3017-0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly described in attached Exhibit A (the “Property”). C.The Parties entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement”), in which the Seller agreed to grant the Buyer an exclusive option to purchase the Property. D.The Buyer has notified the Commission with a written notice of its intent to purchase the Property and provided with detailed site plans and specifications for the proposed development of the Property (the “Notice of Intent”), as required by the Option Agreement. E.The Parties now desire to proceed with the transfer of Property under the terms set forth in the Option Agreement and as further set forth herein. NOW, 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 Suite 500 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend Suite 600 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 This offer shall expire ten (10) 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: Momentum Development Group, LLC P.O. Box 815 South Bend, IN 46624 Attn: Mark Neal Email:_________________ WITH COPY TO: ______________ ________________ ________________ ________________ 3.PURCHASE PRICE 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 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 an office and distribution center (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 thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 (the “Due Diligence Period”). By mutual agreement, the Parties may proceed to Closing prior to the expiration of the Due Diligence Period described in this Section. 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.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 ten (10)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 ten (10) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within ten (10) 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, 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600, 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 fifteen (15) 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. 23.ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 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: Momentum Development Group, LLC By: Printed: Its: Dated: SELLER: South Bend Redevelopment Commission Troy Warner, President ATTEST: Eli Wax, Secretary EXHIBIT A Description of Property Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NOS. 018-3017-0615 018-3017-0620 018-3017-0621 018-3017-0622 018-3017-0623 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, 215 S. Martin Luther King Jr., Blvd., Suite 500, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to Momentum Development Group, LLC, an Indiana Limited Liability Company, with a mailing address of 510 S. Main Street, South Bend, IN 46601 (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”): Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN 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. 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