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HomeMy WebLinkAbout6A1&2A1+ - 5pU7Ng Department of Community Investment Memorandum October 22, 2013 TO: Redevelopment Commission FROM: David Relos, Economic Resources SUBJECT: Resolution No. 3180 & Resolution No. 3181 Real property transfer to Jenna Hotel & PWA South Bend These Resolutions approve and authorize the transfer of property where the 1" Source Bank Building, Atrium, and Doubletree Hotel are located. In 1979, the City obtained an Urban Development Action Grant (UDAG) in the amount of $7,600,000. The UDAG funds, along with $21,960,000 in private funding, allowed the redevelopment of this blighted site into the iconic building that occupies it today. The UDAG funding required the Commission to retain ownership until project completion. Also in 1979, the Commission entered into Joint Development and Ground Lease Agreements with the respective parties (parties) for the development of the Office Building, Atrium, and Hotel. Prior to the signing of these Agreements, the property was taken through the disposition process, with no bids being received. In December 2010, the Commission approved a Memorandum of Understanding (MOU) with the parties. This MOU required improvements to the building, and upon completion of the improvements and the project overall, transfer of the property to the parties. Attending the meeting will be Dick Nussbaum, who will answer any questions the Commission may have. Staff requests approval of Resolution No. 3180 and Resolution No. 3181, and the transfer of this property to the parties. 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV RESOLUTION NO. 3180 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND AUTHORIZING THE TRANSFER OF REAL PROPERTY TO JENNA HOTEL INVESTMENTS, LLC, A DELAWARE LIMITED LIABILITY COMPANY WHEREAS, the City of South Bend, Indiana, for the use and benefit of its Department of Redevelopment, owns a certain parcel of real estate situated in St. Joseph County, Indiana, in an area of the City of South Bend commonly referred to as the 1st Source Building and DoubleTree Hotel described as follows: SEE ATTACHED EXHIBIT "A" ("Real Estate ") which Real Estate was acquired for redevelopment purposes; and WHEREAS, pursuant to I.C. 36- 7 -14 -3, the South Bend Redevelopment Commission (`Coininission ") is the governing body of the City of South Bend Department of Redevelopment; and WHEREAS, the Commission adopted by Resolution No. 233 on the 10`" day of October, 1968, an Urban Renewal Plan for Urban Renewal Area R -66 which includes the Real Estate; and WHEREAS, the Commission adopted Resolution No. 591 designating the R -66 Project ( "Project') Area as an Urban Renewal Area, which Resolution was joined by the South Bend Common Council pursuant to Common Council Resolution No. 719 -79 dated September 24, 1979; and WHEREAS, the Project was designed to redevelop a blighted area of the City of South Bend by constructing an office building and hotel on the Real Estate; and WHEREAS, the actions taken by the Commission and the Council assisted the City in obtaining a United States Department of Housing and Urban Development ( "HUD ") grant in the amount of Seven Million Six Hundred Thousand Dollars ($7,600,000) (`UDAG ") in support of the Project; and WHEREAS, the UDAG funds when added to private funds provided Twenty -one Million Nine Hundred Sixty Thousand Dollars ($21,960,000) for the Project for the construction of an office building and hotel on the Real Estate; and WHEREAS, on October 1, 1979, the Commission along with FBT Bancorp., Inc., ( "FBT ") and Rahn Properties 11 (`Rahn ") entered into a Joint Development Agreement ( "JDA ") to implement the Project and utilize the UDAG funds and additional private resources to construct a bank/office building containing approximately one hundred sixty thousand (160,000) square feet (the "Office Building ") and a hotel containing approximately three hundred (300) rooms and related retail uses (collectively the "Hotel'); and Page 1 of 4 WHEREAS, the UDAG grant required the Commission to hold title to the land upon which the Office Building and Hotel would be constructed; and WHEREAS, on October 16, 1979, a Ground Lease Agreement for private development was entered into between the Commission and Rahn ("Hotel Ground Lease"), and on October 22, 1979, a Ground Lease was entered into between the Commission and FBT ("Bank Ground Lease "). In the Hotel Ground Lease and the Bank Ground Lease, it is acknowledged by all Parties the Commission undertook the disposition process required by Indiana law with respect to the Real Property subject to the Ground Leases, and no offers were received for the purchase or lease of such Property and following such disposition process, the Commission entered into the Hotel Ground Lease and Bank Ground Lease; and WHEREAS, Jenna Hotel Investments, LLC ("Jenna ") is the successor in interest to Rahn; and WHEREAS, the Office Building and Hotel were constructed and have been in operation in excess of thirty (30) years on the Real Estate; and WHEREAS, the Commission approved a Memorandum of Understanding ("MOU ") on December 3, 2010 providing for, among other things, sufficient improvements to permit the Office Building to continue as the headquarters for I" Source Bank, and to upgrade the rooms and other areas in the Hotel; and WHEREAS, the Commission agreed in the MOU in Section 3(k) to convey its interest in the Hotel Ground Lease to Jenna as successor in interest to the original Hotel Ground Lease Lessee upon completion of the Atrium and Hotel Improvements as defined in the MOU; and WHEREAS, Jenna has provided sufficient evidence to the Commission of the completion of the Atrium and Hotel Improvements required in the MOU; and WHEREAS, the Commission now finds (i) the original purpose of the Project as described in the Hotel Ground Lease and JDA have been accomplished; (ii) the purposes the MOU have been accomplished; and (iii) all redevelopment purposes for which the Real Estate was acquired have been satisfied; and WHEREAS, pursuant to I.C. 36 -7 -14 -22.5, the Commission may transfer real property, consistent with I.C. 36 -7 -14 -22.2, required for redevelopment purposes when the redevelopment purposes for which the Real Estate was acquired have been satisfied; and WHEREAS, the Commission finds the conditions required under both I.C. 36 -7 -14 -22.2 and I.C. 36 -7 -14 -22.5 have been satisfied and the Commission has authority to transfer the Real Estate to Jenna. NOW THEREFORE, be it resolved by the South Bend Redevelopment Commission as follows: Page 2 of 4 I . That the following described real property owned by the City of South Bend, Department of Redevelopment described in Exhibit "A" shall be and hereby is ordered transferred to Jenna Hotel Investments, LLC. 2. That the transfer of the Real Estate shall be by way of Quit Claim Deed executed by the President and attested to the Secretary of the Commission. 3. That this Resolution shall be in full force and effect from and after its adopted by the Commission. Adopted at a Regular Meeting of the South Bend Redevelopment Commission held the 22 °d day of October, 2013, in Room 455, County -City Building, South Bend, Indiana 46601. ATTEST: Valerie Schey Secretary CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT Acting by and through the SOUTH BEND REDEVELOPMENT COMMISSION Marcia Jones President Page 3 of 4 EXHIBIT A Commonly known as: 123 North St. Joseph Street South Bend, Indiana 46601 Tax ID No. 0 18-3091-347401 State ID No. 71- 08 -12- 112 - 002.000 -026 Page 4 of 4 RETURN TO: AUDITOR'S RECORD Grantee's Address and Mail Tax Statements to: Transfer No Taxing Unit 201 5 °i Avenue South, Suite 200 Date Edmonds, WA 98020 Property 123 North St. Joseph Street Tax ID No. 018- 3091 - 347401 Address: South Bend, Indiana 46601 State ID No. 71 -08 -12 -112- 002.000 -036 QUIT CLAIDI DEED CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT, The Grantor Releases and Quit Claims to JENNA HOTEL INVESTMENTS, LLC, The Grantee For and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the following described real estate in St. Joseph County, in the State of Indiana, to wit: SEE EXHIBIT "A" Subject to the obligation of Grantee to convey back to Grantor the real estate pursuant to the terms of paragraph 6(c) of the Contract for the Purchase of Real Estate executed by Grantor and Grantee. Signed and dated this 22`1 day of October, 2013. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Bv: Marcia .tones President ATTEST: Valerie Schey Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, a Notary Public in and for said County and State, personally appeared Marcia Jones, President of City of South Bend, Department of Redevelopment, and acknowledged the execution of the foregoing Quit Claim Deed on the day of 2013. My Commission Expires: Notary Public Residing in St. Joseph County Grantees Address: 201 5 °i Avenue South, Suite 200, Edmonds, WA 95020 THIS INSTRUMENT PREPARED BY: Richard A. Nussbaum, 11, Attorney at Law, 5th Floor - Plaza Building, 210 S. Michigan St., P.O. Box 300, South Bend, Indiana 46624. 1 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 - Richard A. Nussbaum. 11. TO: Ground Lease Agreement PRO t4i city of South Send Department of Redevelopment TO Rahn Properties II, ad Indiana limited partnership '-DATED Z Octo r 16, 1979 18'. . p parcel of land, being Lot 3 and part of Lot 4 of the recorded plat of River fiend Addition to the City of South Bend, Indiana, as recorded Bin the, office �,tandAbeingemore particularlyodescribediasa follows, viz: Beginning at the Northwest corner of said Lot 41�lineeof saidh 0 degrees 28 minutes 55.seconds East, along the West Lot q', a distance of 180.07 feett thence North 90 degrees 00 minutes distance of 190.06 feet; thence South 14 degrees 00 seconds East, a 02 minutes 10 seconds West, a distance of 129.64 feett thence North 90 degrees 00 minutes 00 seconds west, a distance of 1.84 9.17 thence 'South 0 degrees DO minutes 00 seconds East, a distance of 9.17 feet; Zthence South 14 degrees 02 minutes 10 seconds Nest, a distance of .97.72 feet to the South line of said Lot 4; thence North 89 South line 39 minutes 34 seconds East, along said South line and the South line of said Lot 3,'a distance of 211.39 feet to the Southeast corner of said Lot 31 thence North 0 degrees 25 minutes 11 seconds West, along the East line of a curve :being convex ato the NortheastttthenceeNOrtht of tangency ,10 degrees 26 minutes 20 seconds west, along a chord of 184.37 eat to the point of tangency of said curve; thence North 20 degrees 25 minutes 2B seconds West, along said East line of Lot 3, a distance of 108. 1D feet to the Northeast corner of said Lot 3; t enceoSouthd X89 degrees 39 minutes 54 seconds west, along the th containing 4, a distance of 273.92more oroless place of beginning strictionscteasements anddresery tionssofsrecord, andctoezoning re taxes and ordinances. TpGET1IER 9;ITN all rights and interests and improvements now ore hereafter d con -any and all facilities, building oerty by the Agency, strutted or installed upon. the foregoing real proar an other arty - the City of South Ben - :, Indiana, the Redeveloper Y p RESOLUTION NO. 3181 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING AND AUTHORIZING THE TRANSFER OF REAL PROPERTY TO PWA SOUTH BEND, LP, A PENNSYLVANIA LIMITED PARTNERSHIP WHEREAS, the City of South Bend, Indiana, for the use and benefit of its Department of Redevelopment, owns a certain parcel of real estate situated in St. Joseph County, Indiana, in an area of the City of South Bend commonly referred to as the 1 st Source Building and DoubleTree Hotel described as follows: SEE ATTACHED EXHIBIT "A" ( "Real Estate ") which Real Estate was acquired for redevelopment purposes; and WHEREAS, pursuant to I.C. 36- 7 -14 -3, the South Bend Redevelopment Commission ( "Commission ") is the governing body of the City of South Bend Department of Redevelopment; and WHEREAS, the Commission adopted by Resolution No. 233 on the 10 °i day of October, 1968, an Urban Renewal Plan for Urban Renewal Area R -66 which includes the Real Estate; and WHEREAS, the Commission adopted Resolution No. 591 designating the R -66 Project ( "Project') Area as an Urban Renewal Area, which Resolution was joined by the South Bend Common Council pursuant to Common Council Resolution No. 719 -79 dated September 24, 1979; and WHEREAS, the Project was designed to redevelop a blighted area of the City of South Bend by constructing an office building and hotel on the Real Estate; and WHEREAS, the actions taken by the Commission and the Council assisted the City in obtaining a United States Department of Housing and Urban Development ( "HUD") grant in the amount of Seven Million Six Hundred Thousand Dollars ($7,600,000) ( "UDAG') in support of the Project; and WHEREAS, the UDAG funds when added to private funds provided Twenty -one Million Nine Hundred Sixty Thousand Dollars ($21,960,000) for the Project for the construction of an office building and hotel on the Real Estate; and WHEREAS, on October 1, 1979, the Commission along with FBT Bancorp., Inc., ( "FBT ") and Rahn Properties II ("Rahn ") entered into a Joint Development Agreement ("JDA ") to utilize the UDAG funds and additional private resources to construct a bank/office building containing approximately one hundred sixty thousand (160,000) square feet (the "Office Building ") and a hotel containing approximately three hundred (300) rooms and related retail uses (collectively the "Hotel "); and Page 1 of 4 WHEREAS, the UDAG grant required the Commission to hold title to the land upon which the Office Building and Hotel would be constructed; and WHEREAS, on October 16, 1979, a Ground Lease Agreement for private development was entered into between the Commission and Rahn ( "Hotel Ground Lease "), and on October 22, 1979, a Ground Lease was entered into between the Commission and FBT ( "Bank Ground Lease "). In the Hotel Ground Lease and the Bank Ground Lease, it is acknowledged by all Parties the Commission undertook the disposition process required by Indiana law with respect to the Real Property subject to the Ground Leases, and no offers were received for the purchase or lease of such Property and following such disposition process, the Commission entered into the Hotel Ground Lease and Bank Ground Lease; and WHEREAS, PWA South Bend, LP (-PWA-) is the successor in interest to FBT: and WHEREAS, the Office Building and Hotel were constructed and have been in operation in excess of thirty (30) years on the Real Estate; AND WHEREAS. the Commission approved a Memorandum of Understanding (MOU ") on December 3, 2010 providing for, among other things, sufficient improvements to permit the Office Building to continue as the headquarters for 1" Source Bank, and to upgrade the rooms and other areas in the Hotel; and WHEREAS, the Commission agreed in the MOU Section 2(h) to convey its interest in the Bank Ground Lease to PWA as successor in interest to the original Bank Ground Lease Lessee upon completion of the Atrium and 1" Source Improvements required in the MOU. WHEREAS, pursuant to I.C. 36 -7 -14 -22.5, the Commission may transfer real property, consistent with I.C. 36 -7 -14 -22.2, required for redevelopment purposes when the redevelopment purposes for which the Real Estate was acquired have been satisfied; and WHEREAS, the Commission agreed in the MOU to convey its interest in the Ground Lease to PWA South Bend, LP, as successor in interest to the original Ground Lease Lessee; and WHEREAS, the Commission now finds (i) the original purpose of the Project as described in the Bank Ground Lease and JDA have been accomplished; (ii) the purposes of the MOU have been accomplished; and (iii) all redevelopments purposes for which the Real estate was acquired have been satisfied. NOW THEREFORE, be it resolved by the South Bend Redevelopment Commission as follows: 1. That the following described real property owned by the City of South Bend, Department of Redevelopment described in Exhibit "A" shall be and hereby is ordered transferred to PWA South Bend, LP pursuant to the Memorandum of Understanding. Page 2 of 4 2. That the transfer of the Real Estate shall be by way of Quit Claim Deed executed by the President and attested to the Secretary of the Commission. 3. That this Resolution shall be in full force and effect from and after its adopted by the Commission. Adopted at a Regular Meeting of the South Bend Redevelopment Commission held the 22nd day of October, 2013, in Room 455, County -City Building, South Bend, Indiana 46601. ATTEST: Valerie Schey Secretary CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT Acting by and through the SOUTH BEND REDEVELOPMENT COMMISSION Marcia Jones President Page 3 of 4 EXHIBIT A Commonly known as: 100 North Michigan Street South Bend, Indiana 46601 Tax ID No. 0 18-3091-347402 State ID No. 71-08-12-112-001.000-026 Page 4 of 4 RETURN TO: Grantee's Address and Mail Tax Statements to: 4900 Perry Highway, Suite 300 Pittsburgh, PA 15229 AUDITOR'S RECORD Transfer No. Taxing Unit Date Property 100 North Michigan Street Tax ID No. 018 -3091- 347402 Address: South Bend, Indiana 46601 State ID No_ 71-08-12-112-001.000-026 QUIT CLAIM DEED CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT, The Grantor Releases and Quit Claims to PWA SOUTH BEND, LP, The Grantee For and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the following described real estate in St. Joseph County, in the State of Indiana, to wit: SEE EXHIBIT "A" Subject to the obligation of Grantee to convey back to Grantor the real estate pursuant to the terms of paragraph 6(c) of the Contract for the Purchase of Real Estate executed by Grantor and Grantee. Signed and dated this 22"" day of October, 2013. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Marcia Jones President ATTEST: Valerie Schey Secretary STATE OF INDIANA ) SS: ST. JOSEPH COUNTY ) Before me, a Notary Public in and for said County and State, personally appeared Marcia Jones, President of City of South Bend, Department of Redevelopment, and acknowledged the execution of the foregoing Quit Claim Deed on the day of 1 2013. My Commission Expires: , Notary Public Residing in St. Joseph County Grantees Address: 4900 Perry Highway, Suite 300, Pittsburgh, PA 15229 THIS INSTRUMENT PREPARED BY: Richard A. Nussbaum, II, Attorney at Law, 5th Floor - Plaza Building, 210 S. Michigan St., P.O. Box 300, South Bend, Indiana 46634. 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 - Richard A. Nussbaum, 11. 'roi.`ti F Ground 3,eaee Agreement ee 7ROKJJ City Of Sout11 Beiid.'Department of Redevelopment r 40i r .,Y`FBT' Bancorp, ,Inc:, an- �Indisna corporats6n - "DATEDtj rii- fiOCtobelt22,' 1579 -ar - - y, i'��1 ,n��e rSK'i. d Ate: ,I�n, Y, l.i� f � .• ' - i. jh1+:PP.RCEL LEGAL:DESCAIPTSON � . v'?41, parcel of "land heir. :a part of Lot 4 of,tha recorded ulat of River Bend�;Yidditior ';tor the.:City" of South Bend,.Iudiana, as recorded zn,.. t6, eoff %ec6 order:Of:St. Joseph County, . Indiana, in Plat. Book:..3L& age "R "e;anQ�bein Anoore''particularly described, as follows, Viz %Y n�N° j c f l yu -r Begiiantng at a'. point on_. lQst -line. of said:.LOt -4 , a distance of''_ 160v 07=,';` fe et' -Soutti;0:' iegrees,28.,minutes 55. seconds. East, from the Not_ thwent:oorneZ- of`.`said�:LOtiKA ";�tfience continuing;South 0 degrees 28'miautes,55_:seconds East; °a.J.bug maid. west line,. a !distance of 230,52.feetto`;theoS6uthwest� corner :of_'saidLot.4;.. thence North 89 *degiees:.39.minutes 34es2conds >Eas.t,`along the<,Seuth line of said Loti4, a= distance gf,131 34; feet ; :,thence North-142degrees 02 minutes - 10;,seconds= :Easti aj�distande��of:9TC72 Feet; -thence.North,0 degrees' m_inutes 00.soiO6 d1 East�;;a,, I's tance.of 9. 17 ;feet ;r, thence North 90;- degreES:::OD minutes +OOt''seconds East; a distancel:of. •1:.84 feet; theincKS,14orthsl4�: degrees 02� ioinutes =10. seconds East, a -: distance of 129,,64sfeetf .thence; North 9.0.•degreesr80..minutes 00;secands west, a distance,n&;190 06i"ieet tothe'; place Cof beginning,t. containing 36,933.58 `square;feetr•moreknr,. =.less p? TOGETNER WITH all right's and interests of the •.Agency in and to anj and.all:r,faeilities,.buildings and- improvements'now or hereafter `' constructed; or :' installed _'upon = the;foregoinc real property by the Agency, the ;City o�FSSouth Bend, indianri,: :the Redeveloper or any other party. -'Subject_to all- unpaid taxee and. assessments, restric- tions •y.:easements':and'teservitions of; record, and to zoning ordinances.