HomeMy WebLinkAbout5A3 First Amendment Purchase Agreement (The Row) - Fully ExecutedSouth Bend
Redevelopment Commission
215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : June 9, 2026
F ROM: Erik Glavich, Director of Growth &
Opportunity
SUBJECT: First Amendment to Real Estate Purchase
Agreement for The Row at Ward 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: First Amendment to Real Estate Purchase Agreement for ID2 LLC
SPECIFICS: On April 9, 2026, the Commission approved a Purchase Agreement for the Sale of Real
Property for seven (7) parcels to ID2 LLC for the construction of a mixed-income housing development.
The parcels are located on the east side of the 800 block of Portage Avenue.
The proposed First Amendment would update the commitments of the developer to match the project
scope. The amendment would make the following changes to the Purchase Agreement:
•The developer commits to construct 15 new housing units on 10 lots. This is an increase of 1 unit
from the original agreement.
•Four (4) of the properties will be sold to households at or below 100% AMI, while an additional 3
properties will be sold to households at or below 120% AMI. This amendment clarifies that the
properties are items to be sold, not units, and the AMI breakdown better reflects the project
scope.
______________ ___________Pres/V-Pres
ATTEST: __________ _______ _
Date: _____________ _______
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
June 11, 2026
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 June, 2026, by and
between South Bend Redevelopment Commission (“Seller”), as Seller, and ID2 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 April 9, 2026 (the “Agreement”), for the purchase and sale of certain real property
located in St. Joseph County, City of South Bend, State of Indiana as more particularly described
in Exhibit A of the Agreement (the “Property”).
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 update the Buyer’s Post-
Closing Development Obligations.
C.Seller believes that such actions are in the best interests of the health, safety, and
welfare of the City and its residents.
D.Seller and 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)The second sentence of Section 11(A) shall be deleted and replaced with
the following text:
Such improvements shall include redeveloping the Property into a
mixed-income housing development containing no fewer than fifteen (15)
housing units. The Buyer will offer for sale no fewer than ten (10) properties
for purchase, of which no fewer than four (4) properties shall be offered for
sale at prices affordable to households with incomes at or below one
hundred percent (100%) of the Area Median Income (“AMI”) and no fewer
than three (3) additional properties shall be offered for sale at prices
affordable to households with incomes at or below one hundred twenty
percent (120%) AMI for the year in which such property is offered for sale,
as determined annually by the United States Department of Housing and
2
Urban Development (HUD) and confirmed by the staff of Seller (the
“Property Improvements”).
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.]
3
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”:
ID2 LLC
By:
Jordan Richardson, Member
“SELLER”:
South Bend Redevelopment Commission
By:
David Relos, President
Attest:
Eli Wax, Secretary
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this “Agreement”) is made on April 9, 2026 (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 ID2 LLC, an Indiana Limited Liability Company with registered offices at 1251 N Eddy St,
Suite 200, South Bend, IN 46617 (“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 seven (7) parcels of real
property located in South Bend, Indiana (the “City”) commonly known as 710 Rex & 808-838
Portage Ave, and more particularly described in attached Exhibit A (the “Property”).
C. Pursuant to the Act, Seller adopted its Resolution No. 3519 on April 23, 2020,
whereby Seller established a total offering price of One Hundred Twenty Six Thousand Seven Hundred
Fifty Dollars ($126,750) for the Property.
D. Pursuant to the Act, on April 23, 2020, Seller authorized the publication, on April 24,
2020 and May 1, 2020, respectively, of a notice of its intent to sell the Property and its desire to
receive bids for said Property on or before May 14, 2020, at 9:00A.M.
E. On May 14, 2020, at 9:00A.M., Seller received no bids for the Property.
F. Buyer subsequently expressed interest in purchasing the Property for purposes of
constructing a mixed income housing development.
G. Having satisfied the conditions stated in Section 22 of the Act, Seller now desires to
sell the Property to Buyer on the terms stated in this Agreement.
THEREFORE, in consideration of the mutual covenants and promises in this Agreement
and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer
and Seller agree as follows:
1. RECITALS
The recitals above are hereby incorporated into this Agreement by reference.
2. OFFER AND ACCEPTANCE
A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on
the terms stated in this Agreement and shall be delivered to Seller, in care of the following
representative (“Seller’s Representative”):
TO SELLER: 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 thirty (30) days after delivery unless accepted by Seller. To accept Buyer’s
offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with
applicable laws, to the following (“Buyer’s Representative”):
TO BUYER: ID2, LLC
Attn: Jordan Richardson
1251 N Eddy St
Suite 200
South Bend, IN 46617
WITH COPY TO: ______________
________________
________________
________________
3. PURCHASE PRICE AND EARNEST MONEY DEPOSIT
A. 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”).
B. Earnest Money Deposit. Within ten (10) business days after the Contract
Date, Buyer will deliver to Seller the sum of One Hundred Dollars ($100.00), which Seller
will hold as an earnest money deposit (the “Earnest Money Deposit”). Seller will be
responsible for disposing of the Earnest Money Deposit in accordance with the terms of this
Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the
Closing or, if no Closing occurs, refunded or forfeited as provided below.
C. Termination During Due Diligence Period. If Buyer exercises its right to
terminate this Agreement by written notice to Seller in accordance with Section 4 below,
the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to exercise its right
to terminate this Agreement by written notice to Seller within the Due Diligence Period,
then the Earnest Money Deposit shall become non-refundable.
D. Liquidated Damages. If Seller complies with its obligations hereunder and
Buyer, not having terminated this Agreement during the Due Diligence Period in
accordance with Section 4 below, fails to purchase the Property on or before the Closing
Date, the Earnest Money Deposit shall be forfeited by Buyer and retained by Seller as
liquidated damages in lieu of any other damages.
4. BUYER’S DUE DILIGENCE
A. Investigation. Buyer and Seller have made and entered into this Agreement
based on their mutual understanding that Buyer intends to develop the Property into a mixed
income housing development (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 twelve (12) months
following the Contract Date to complete its examination of the Property in accordance with
this Section 4 (the “Due Diligence Period”). Notwithstanding the foregoing, the Parties may
shorten or waive the Due Diligence Period at any time by mutual written agreement,
whereupon the Due Diligence Period shall terminate on the date specified in such mutually
written agreement.
C. Authorizations During Due Diligence Period. During the Due Diligence
Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has
general liability insurance reasonably acceptable to Seller, in the amount of at least One
Million Dollars ($1,000,000), naming Seller as an additional insured and covering the
activities, acts, and omissions of Buyer and its representatives at the Property, to
(i) enter upon the Property or to cause agents to enter upon the Property
for purposes of examination; provided, that Buyer may not take any action upon the
Property which reduces the value thereof and Buyer may not conduct any invasive
testing at the Property without Seller’s express prior written consent; further
provided, that if the transaction contemplated herein is not consummated, Buyer shall
promptly restore the Property to its condition prior to entry, and agrees to defend,
indemnify and hold Seller harmless, before and after the Closing Date whether or
not a closing occurs and regardless of any cancellations or termination of this
Agreement, from any liability to any third party, loss or expense incurred by Seller,
including without limitation, reasonable attorney fees and costs arising from acts or
omissions of Buyer or Buyer’s agents or representatives; and
(ii) file any application with any federal, state, county, municipal or
regional agency relating to the Property for the purpose of obtaining any approval
necessary for Buyer’s anticipated use of the Property. If Seller’s written consent to
or signature upon any such application is required by any such agency for
consideration or acceptance of any such application Buyer may request from Seller
such consent or signature, which Seller shall not unreasonably withhold.
Notwithstanding the foregoing, any zoning commitments or other commitments that
would further restrict the future use or development of the Property, beyond the
restrictions in place as a result of the current zoning of the Property, shall be subject
to Seller’s prior review and written approval.
D. Environmental Site Assessment. Buyer may, at Buyer’s sole expense, obtain
a Phase I environmental site assessment of the Property pursuant to and limited by the
authorizations stated in this Section 4.
E. Termination of Agreement. If at any time within the Due Diligence Period
Buyer determines, in its sole discretion, not to proceed with the purchase of the Property,
Buyer may terminate this Agreement by written notice to Seller’s Representative, and Buyer
shall be entitled to a full refund of the Earnest Money Deposit.
5. SELLER’S DOCUMENTS
Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection,
engineering, title, and survey reports and documents in Seller’s possession relating to the Property.
In the event the Closing does not occur, Buyer will immediately return all such reports and
documents to Seller’s Representative with or without a written request by Seller.
6. PRESERVATION OF TITLE
After the Contract Date, Seller shall not take any action or allow any action to be taken by others
to cause the Property to become subject to any interests, liens, restrictions, easements, covenants,
reservations, or other matters affecting Seller’s title (such matters are referred to as
“Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and
to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a
survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The
Property shall be conveyed to Buyer free of any Encumbrances other than Permitted
Encumbrances (as defined in Section 8 below).
7. TITLE COMMITMENT AND POLICY REQUIREMENTS
Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title
company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within
twenty (20) days after the Contract Date. The Title Commitment shall (i) agree to insure good,
marketable, and indefeasible fee simple title to the Property (including public road access) in the
name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a
special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a
final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to
the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be
responsible for all of the Title Company’s title search charges and all costs of the Title
Commitment and owner’s policy.
8. REVIEW OF TITLE COMMITMENT AND SURVEY
Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller
written notice of any objections to the Title Commitment. Within twenty (20) days after Buyer’s
receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any
exceptions identified in the Title Commitment or Survey to which written notice of objection is
not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or
unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer
may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence
Period, in which case the Earnest Money Deposit shall be refunded to Buyer. 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 ninety (90) 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. BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS
A. Property Improvements; Proof of Investment. Within Twenty-Four (24) months after
the Closing Date (the “Mandatory Completion Date”), the Buyer will expend an amount not less
than Two Million One Hundred Thousand Dollars ($2,100,000.00) on improvements to the
Property needed to redevelop the Property for Buyer’s Use as set forth herein (the “Minimum
Investment”). Such improvements shall include redeveloping the Property into a mixed income
housing development containing a minimum of fourteen (14) housing units, of which at least
seven (7) housing units shall be offered for sale at prices affordable to households earning one
hundred percent (100%) of the Area Median Income (AMI) for the year in which such unit is
offered for sale, as determined annually by the United States Department of Housing and Urban
Development (HUD) and confirmed by the Redevelopment Commission Staff (the “Property
Improvements”). Promptly upon completing the Property Improvements and expending the
Minimum Investment, Buyer will submit to Seller records reasonably satisfactory to Seller, in
Seller’s sole discretion, proving the above-required expenditures have been made. Buyer shall
also permit Seller (or its designee) to inspect the Property to verify that the Property Improvements
have been completed in accordance with this Agreement. The Property Improvements shall be
deemed complete upon the issuance of a Certificate of Occupancy for each structure.
B. Post-Closing Buyer Property Improvement Commitments. The Buyer shall:
(i) Commence construction of the project within twelve (12) months of the
Closing Date;
(ii) Complete construction of the project and Property Improvements and fully
expend the Minimum Investment within twenty-four (24) months of the Closing Date;
(iii) In its development of the Property, Buyer shall comply with all applicable
federal, state, and local laws, including, but not limited to, the applicable requirements of
the City of South Bend Zoning Ordinance, including variances as necessary;
(iv) Provide the design, plans, and specifications for Property Improvements
consistent with City standards for the review and comment by the City's Planning Director
or their designee, who, in their sole discretion, may request revisions or amendments to be
made to the same (acceptance of the design and plans by the Planning Director or their
designee prior to construction shall be a prerequisite for the issuance of a Certificate of
Completion); and
(v) Submit to Seller reports on or before June 30 and December 31 of each year
until substantial completion of the Property Improvements, in the format set forth as
Exhibit C, demonstrating the Buyer’s good-faith compliance with the terms of this
Agreement. The reports shall include the following information and documents: (a) a status
report of the construction completed to date, (b) an update on the project schedule, and (c)
an itemized accounting generally identifying the proof of investment to date.
C. Certificate of Completion. Promptly after Buyer completes the Property
Improvements and satisfactorily proves the same in accordance with the terms of Section 11.A.
above, as well as compliance with Section 11.B. above, Seller will issue to Buyer a certificate
acknowledging such completion and releasing Seller’s reversionary interest in the Property (the
“Certificate of Completion”). The Parties agree to record the Certificate of Completion immediately
upon issuance, and Buyer will pay the costs of recordation.
D. Remedies Upon Failure to Complete Property Improvements. In the event Buyer
fails to complete the Property Improvements or expend the Minimum Investment, or to satisfactorily
prove such performance in accordance with Section 11.A, or in the event Buyer fails to comply with
any post-closing property improvement commitments in Section 11.B., then, in addition to pursuing
any other remedies available at law or in equity, 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.
The Parties agree that Seller’s conveyance of the Property to Buyer at Closing will be made on the
condition subsequent set forth in the foregoing sentence and the terms of this Section 11 will be
referenced in the deed.
12. SELLER'S POST-CLOSING OBLIGATIONS
On and after the Closing Date, the Seller commits to working with the Buyer to finalize plans,
designs, and specifications for Property Improvements to the satisfaction of the City departments,
consistent with City standards.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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 of this Agreement.
18. 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. Each Party acknowledges that it has
had the opportunity to consult with independent legal counsel regarding this Agreement. This
Agreement shall be interpreted and enforced according to the laws of the State of Indiana.
19. 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.
20. 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).
21. 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.
22. 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.
23. 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.
24. 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.
25. 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. The restrictions on assignment set forth in this Section shall survive
Closing and shall continue in full force and effect until Buyer has fully satisfied all post‑closing
obligations and commitments under this Agreement and Seller has issued a Certificate of
Completion.
26. 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.
27. 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.
28. TIME
Time is of the essence of this Agreement.
[Signature page follows.]
EXHIBIT A
Description of Property
Parcel No. 71-08-02-262-005.000-026
Tax ID: 018-1060-2553
Legal Description: Ex 88 Ft Ely Side Lot 59 Shetterly Place 2nd
Commonly Known As: 710 Rex St
Parcel No. 71-08-02-262-001.000-026
Tax ID:018-1059-2488
Legal Description: 78 Ft On Portage Nw Pt Lot 34 Shetterly Pl 2nd
Commonly Known As: 838 Portage Ave
Parcel No. 71-08-02-262-002.000-026
Tax ID: 018-1059-2489
Legal Description: Lot 34 Ex Pts Sold Shetterly Pl 2nd
Commonly Known As: 836 Portage Ave
Parcel No. 71-08-02-262-003.000-026
Tax ID:018-1059-2490
Legal Description: Lot 35 Shetterly Place 2nd
Commonly Known As: 828 Portage Ave
Parcel No. 71-08-02-262-004.000-026
Tax ID:018-1059-2491
Legal Description: Lot 36 Shetterly Pl 2nd
Commonly Known As: 824 Portage Ave
Parcel No. 71-08-02-405-001.000-026
Tax ID:018-1059-2492
Legal Description: Lot 37 Shetterly Pl 2nd
Commonly Known As: 812 Portage Ave
Parcel No. 71-08-02-405-002.000-026
Tax ID: 018-1059-2505
Legal Description: Lot 7 C E Smiths Sub Of Lots 38-41 Of Shetterly Place 2nd Plat
Commonly Known As: 808 Portage Ave
EXHIBIT B
Form of Special Warranty Deed
AUDITOR’S RECORD
TRANSFER NO.
TAXING UNIT
DATE
KEY NO. See Attached Exhibit 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, 215 S. Martin Luther King Jr.,
Blvd., Suite 500, South Bend, Indiana (the “Grantor”)
CONVEYS AND SPECIALLY WARRANTS to ID2, LLC, an Indiana Limited Liability Company, with a
mailing address of 1251 N Eddy St, Suite 200, South Bend, IN 46617 (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”):
See Attached Exhibit 1
The Grantor warrants title to the Property only insofar as it might be affected by any act of the
Grantor during its ownership thereof and not otherwise.
The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses;
subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions,
and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an
accurate survey and inspection of the Property; subject to all applicable building codes and zoning
ordinances; and subject to all provisions and objectives contained in the Commission’s 2025 River West
Development Area Plan, as thereafter amended from time to time, and any design review guidelines
associated therewith.
Pursuant to Section 11 of the Purchase Agreement, the Grantor conveys the Property to the Grantee
by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Property
Improvements, or satisfactorily to prove such performance, in accordance with Section 11 of the Purchase
Agreement, then 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
11 of the Purchase Agreement will forever release and discharge the Grantor’s reversionary interest stated
in this paragraph.
Page 1 of 3
Exhibit 1
Parcel No. 71-08-02-262-005.000-026
Tax ID: 018-1060-2553
Legal Description: Ex 88 Ft Ely Side Lot 59 Shetterly Place 2nd
Commonly Known As: 710 Rex St
Parcel No. 71-08-02-262-001.000-026
Tax ID:018-1059-2488
Legal Description: 78 Ft On Portage Nw Pt Lot 34 Shetterly Pl 2nd
Commonly Known As: 838 Portage Ave
Parcel No. 71-08-02-262-002.000-026
Tax ID: 018-1059-2489
Legal Description: Lot 34 Ex Pts Sold Shetterly Pl 2nd
Commonly Known As: 836 Portage Ave
Parcel No. 71-08-02-262-003.000-026
Tax ID:018-1059-2490
Legal Description: Lot 35 Shetterly Place 2nd
Commonly Known As: 828 Portage Ave
Parcel No. 71-08-02-262-004.000-026
Tax ID:018-1059-2491
Legal Description: Lot 36 Shetterly Pl 2nd
Commonly Known As: 824 Portage Ave
Parcel No. 71-08-02-405-001.000-026
Tax ID:018-1059-2492
Legal Description: Lot 37 Shetterly Pl 2nd
Commonly Known As: 812 Portage Ave
Parcel No. 71-08-02-405-002.000-026
Tax ID: 018-1059-2505
Legal Description: Lot 7 C E Smiths Sub Of Lots 38-41 Of Shetterly Place 2nd Plat
Commonly Known As: 808 Portage Ave
Page 3 of 3
EXHIBIT C
Form of Report to Commission
City of South Bend
Department of Community Investment
Development Agreement Review
Answer the questions below and return to the Department of Community Investment.
Project Information
Project Name: __________________________________________________________
Address: _______________________________________________________________
Construction Completed to Date:
Project Schedule Update:
Itemized Accounting of Private Investment to Date:
Name: _______________________________________
Address: _______________________________________
_______________________________________
Position: _______________________________________
Email: _______________________________________
Signature: ___________________________________ Date: ___________________