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HomeMy WebLinkAbout5A5 First Amendment to Purchase Agreement (Property Bros.) - 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: First Amendment to Real Estate Purchase Agreement – Property Bros Sherman Ave Project Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approve First Amendment to Real Estate Purchase Agreement for Property Bros Sherman Ave Project SPECIFICS: On June 13, 2024, the RDC and Property Bros LLC entered into a Real Estate Purchase Agreement (the “Agreement”) to transfer property located at 619 & 620 Sherman Ave and 1021 ½ 1023 ½ Lincoln Way West in order to construct new duplexes with six (6) total new residential units. Property Bros LLC has completed the construction of the housing and was able to construct two (2) new housing structures with a total of six (6) residential units on the property located at 619 & 620 Sherman Ave . Property Bros LLC did not need to use the property located at 1021 ½ 1023 ½ Lincoln Way West to complete their commitments and desires to transfer back to the Commission’s ownership. Staff believe that transferring back this property for redevelopment in the future would be in the best interests of the Commission. Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION December 11, 2025  1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this “First Amendment”) is made and entered into to be effective as of the 11th day of December, 2025, by and between South Bend Redevelopment Commission (“Seller”), as Seller, and Property Bros LLC, an Indiana Limited Liability Company, with its registered address being 1251 N. Eddy St, Suite 200, South Bend, IN 46617 (“Buyer”), as Buyer (each a “Party” and collectively, the “Parties”). RECITALS A.Seller and Buyer entered into that certain Real Estate Purchase Agreement, dated effective as of June 13, 2024 (the “Agreement”), for the purchase and sale of certain real property located in the in St. Joseph County, City of South Bend, State of Indiana as more particularly described in Exhibit A of the Agreement (the “Property”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. B.Certain circumstances have changed since the execution of the Agreement, and the Seller and the Buyer now collectively desire to amend the Agreement to create a voluntary process through which Buyer can transfer an undeveloped parcel of the Property back to Seller. C.The Seller believes that such actions are in the best interests of the health, safety, and welfare of the City and its residents. D.The Seller and the Buyer now desire to amend the Agreement as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of these premises, and the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 1.Recitals. The recitals set forth above, including each and every recital contained therein, are incorporated into and made a part of this Amendment as though fully set forth herein. 2.Amendments. The Agreement is hereby amended as follows: a)Seller’s contact information in Section 2 shall be deleted and replaced with the following: TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend 215 S. Dr. Martin Luther King Jr., Blvd., Suite 500 South Bend, IN 46601 2 WITH COPY TO: Legal Department City of South Bend 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600 South Bend, IN 46601 b)Section 11.D shall be deleted in its entirety and replaced with the following text: D.Remedies Upon Default. In the event Buyer fails to complete the Property Improvements or comply with Section 11.B above, or to satisfactorily prove such performance in accordance with Section 11.A above for all or a portion of the Property, then, in addition to pursuing any other remedies available at law or in equity, either of the following remedies for to the portion of the Property that remains undeveloped (the “Undeveloped Parcel”) may be pursued: (i)Automatic Reversion. Seller may re-enter and take possession of the Undeveloped Parcel and terminate and revest in Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Undeveloped Parcels without offset or compensation for the value of any improvements made by Buyer; or (ii)Alternative Voluntary Reconveyance Option. Upon Seller’s request, Buyer shall execute and deliver to Seller a special warranty deed, without receipt of additional consideration, reconveying all of Buyer’s right, title, and interest in the Undeveloped Parcel to Seller, free and clear of all liens, encumbrances, title defects, and exceptions. The special warranty deed shall be substantially in the form attached as Exhibit E and shall be recorded promptly upon execution. Buyer shall pay all costs of recordation. Upon recordation of the special warranty claim deed, the Parties shall release each other from any further obligations related to the Undeveloped Parcel; however, Seller’s acceptance of a special warranty deed for the Undeveloped Parcel shall not constitute a waiver of any other rights or remedies available to Seller under this Agreement or applicable law. The Parties acknowledge that Seller’s conveyance of the Property to Buyer at Closing was made on a condition subsequent, and Seller retains its reversionary interest each parcel comprising of the Property until the issuance of the Certificate of Completion pursuant to Section 11.C. c)A new Exhibit E shall be added in the form attached hereto. 3 3.Entire Agreement; Conflict. Except as otherwise stated herein, all other terms, conditions and agreements contained in the Agreement remain unmodified and in full force and effect. The Parties hereby expressly reaffirm their respective obligations under the Agreement, and unless expressly modified by this First Amendment, the terms and provisions of the Agreement remain in full force and effect. To the extent a conflict exists between the terms of this First Amendment and the Agreement, the terms of this First Amendment shall control. 4.Capitalized Terms. Capitalized Terms used in this First Amendment will have the same meanings set forth in the Agreement, except as otherwise stated herein. 5.Counterparts; Electronic or Facsimile Transmission. This First Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this First Amendment shall be binding upon the party whose signature is contained on the transmitted copy. [Signature Page Follows.] 4 IN WITNESS WHEREOF, Buyer and Seller have executed this First Amendment to Real Estate Purchase Agreement to be effective as of the date set forth above. “BUYER”: Property Bros LLC By: Jordan Richardson, Chief Executive Officer “SELLER”: South Bend Redevelopment Commission By: Troy Warner, President Attest: Eli Wax, Secretary EXHIBIT E Special Warranty Deed Reconveying Undeveloped Parcel AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. 018-1074-3131 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that Property Bros LLC (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 215 S. Dr. Martin Luther King, Jr. Blvd, Suite 500,, South Bend, Indiana 46601 (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 in St. Joseph County, Indiana (the “Property”): Commonly Known: 1021 ½ - 1023 ½ Lincoln Way West Parcel ID: 018-1074-3131 State ID: 71-08-02-335-008.000-026 Legal Description: Lot 2 40 Ft W Side Cushings First Add 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. Further, Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases, or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; subject to the Permitted Encumbrances set forth in Exhibit 1 attached hereto; and subject to all applicable building codes and zoning ordinances. The undersigned person executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered and authorized to execute and deliver this deed, and that all necessary action to complete this conveyance has been taken and done. Signature Page Follows GRANTOR: Property Bros LLC By: Jordan Richardson, Chief Executive Officer STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared ________________, known to me to be the ___________________ of Property Bros LLC and acknowledged the execution of the foregoing Special Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2025. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, 215 S. Dr. Martin Luther King, Jr. Blvd., Suite 600, South Bend, Indiana 46601.