HomeMy WebLinkAbout6A7Department of
-� Community Investment
Memorandum
Monday, December 09, 2013
TO: Redevelopment Commission
FROM: Chris Fielding
SUBJECT: LaSalle Hotel
The Historic Hotel LaSalle is an important part of our City's cultural heritage and one of South Bends few
remaining physical legacies. As the City has identified in its Central Area Development plan and the specific
RFP, the redevelopment of this historic structure will play a significant role in the on -going revitalization of
downtown South Bend.
In April 2013 the DCI, acting on behalf of the Redevelopment Commission, released a Request for Proposals
for the renovation of the structure. In May 2013 the DCI received proposals from 4 developers with 3 being
deemed responsive. The viable proposals were from the Barack Group (Israeli Investors) to develop into
dorm style living for students, Real America (Carmel, IN based affordable housing developer) for the
construction of 63 apartment units, and Great Lakes Capital who proposed 59 Apartment units.
After a thorough review the DCI is recommending moving forward with Great Lakes Capital due to their
experience in the renovation of Historic structures and the density they will offer to the downtown
(approximately 95 residents).
Great Lakes Capital is proposing the following;
• 23 one bedroom units
• 36 two bedroom units
• Resident storage
• Fitness center
• Ground and Mezzanine level commercial spaces.
• Price points from $842 to $1,360 per month
• Estimated investment of $10,848,126
Public Investment
• $1.8 million TIF over next 2 years (2013 and 2014)
• Support in filing for an 8 year tax abatement
• They will develop bid specs for public work
• BPW will handle bid opening
• They will serve as construction manager
• Purchase price is $1 (see proposal for details)
• City will retain ownership of 2 parking lots in rear for potential future garage and lease back
It is anticipated that work will commence in early spring 2014
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574- 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV
DEVELOPMENT AGREEMENT
by and between
THE SOUTH BEND REDEVELOPMENT COMMISSION,
and
GREAT LAKES CAPITAL DEVELOPMENT LLC
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TABLE OF CONTENTS
Page
SECTION1.
DEFINITIONS ........................................................................ ..............................2
SECTION 2.
EFFECTIVE DATE, INTERPRETATION, TERM AND RECITALS ................3
SECTION 3.
PURCHASE OF LASALLE PROPERTY AND GRANT OF
EASEMENT............................................................................ ..............................4
SECTION 4.
DEVELOPER'S OBLIGATIONS ........................................... ..............................6
SECTION 5.
COMMISSION'S OBLIGATIONS ......................................... ..............................8
SECTION 6.
ADDITIONAL DOCUMENTS AND AGREEMENTS ........ .............................10
SECTION 7.
COOPERATION IN THE EVENT OF LEGAL CHALLENGE ........................12
SECTION8.
DEFAULT .............................................................................. .............................12
SECTION 9.
NO AGENCY, JOINT VENTURE OR PARTNERSHIP; CONFLICT
OF INTEREST, INDEMNITY ............................................... .............................13
SECTION 10.
MISCELLANEOUS ............................................................... .............................14
SECTION11.
AMENDMENTS .................................................................... .............................17
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SCHEDULE OF EXHIBITS
Exhibit
A -1
The LaSalle Property
A -1
The Support Parcel
A -2
The Parking Lot
B
The LaSalle Site Plan
C Description of Local Public Improvements
D Description of Private Investment and Schedule of Substantial Completion
E Minimum Insurance Amounts
F Form of Construction Management Agreement
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT, made on December _, 2013, is by and
between the South Bend Redevelopment Commission, governing body of the South Bend
Department of Redevelopment (the "Commission ") and Great Lakes Capital Development LLC,
an Indiana limited liability company (the "Developer ") (each sometimes being referred to herein
as a "Party" or collectively as the "Parties ").
RECITALS
WHEREAS, the Commission exists and operates under the provisions of Indiana Code §
36 -7 -14, commonly known as the "Redevelopment of Cities and Towns Act of 1953," as
amended from time to time ( "Act "); and
WHEREAS, the Indiana legislature has determined that the clearance, planning and
development of redevelopment areas are public uses and purposes for which public money may
be spent; and
WHEREAS, the area described on Exhibit A -1 attached hereto and incorporated herein
(the "LaSalle Property ") is located within the corporate boundaries of the City of South Bend,
Indiana (the "City ") and further is located within that area known as the "South Bend Central
Development Area" (the "Area "), an area previously determined by the Commission to be a
redevelopment area under the Act; and
WHEREAS, the Commission has designated and declared and the Common Council of
the City (the "Common Council ") has approved of the designation and declaration of the entire
Area to be a tax increment financing allocation area and named the "South Bend Central
Development Area, Allocation Area" (the "Allocation Area "); and
WHEREAS, Developer desires to develop and otherwise rehabilitate a structure on the
LaSalle Property into approximately 59 apartment units and retail and restaurant/event space, to
be known as "The LaSalle" (collectively, the "Project "), all as more particularly depicted on
Exhibit B attached hereto and incorporated herein (the "Site Plans "); and
WHEREAS, the Commission has previously adopted a development plan for the Area
(the "Redevelopment Plan ") which has subsequently been amended and contemplates
development of the area consistent with the Project, to be located in the Area; and
WHEREAS, the Commission believes that accomplishing the Project as described herein
is in the best interests of the health, safety and welfare of the City and its residents and complies
with the public purposes and provisions of the Act and all other applicable federal, state and
local laws under which the Project has been undertaken and is being assisted; and
WHEREAS, the Commission desires to facilitate the Project in accordance with the
powers granted the Commission under the Act by undertaking certain local public improvements
as more fully described in Exhibit C (the "Local Public Improvements ") and the financing
thereof subject to the conditions contained herein; and
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WHEREAS, the Parties agree that it is of mutual benefit for the Parties to enter into this
Agreement relating to the Project, the Local Public Improvements and certain other matters
described herein that will include the commitments of each Party with respect thereto; and
NOW, THEREFORE, in consideration of the mutual promises and obligations in this
Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as
follows:
SECTION 1. DEFINITIONS.
Defined terms are indicated by initial capital letters. Defined terms shall have the
meaning set forth herein, whether or not such terms are used before or after the definitions are set
forth. The following terms are more specifically defined below:
1.1 Assessed Value. Assessed Value means the market value -in -use of a property,
used for property tax assessment purposes as determined by the St. Joseph County Assessor.
1.2 Board of Works. Board of Works means the Board of Public Works of the City,
a public body granted the power to award contracts for public works pursuant to IC 36 -1 -12.
1.3 Construction Management Agreement. Construction Management Agreement
refers to the agreement described in Section 6.1 of this Agreement.
1.4 Easement. Easement means the grant of easement by Developer to
Commission pursuant to Section 3.5 hereof.
1.5 Funding Amount. Funding Amount shall mean an amount not to exceed
$1,800,000 of tax increment finance revenues to be used for paying the costs to construct the
Local Public Improvements, including payment of a construction management fee pursuant to
the Construction Management Agreement relating to the construction of the Local Public
Improvements.
1.6 LaSalle Property. The LaSalle Property means the property more particularly
described in Exhibit A -1, together with all improvements thereon and all easements, rights,
licenses and other interests appurtenant thereto.
1.7 Local Public Improvements. Local Public Improvements means the local public
improvements in support of the Project in the Area, including: roof, waste chute, exterior, facade,
elevator and site work and related improvements, each of which shall be completed as described
in this Agreement, all as more particularly described on Exhibit C.
1.8 Parking Lot. Parking Lot means the property more particularly described in
Exhibit A -2.
1.9 Private Investment. Private Investment means the sum of the construction and
improvement costs associated with the Project, including architectural, engineering and any other
costs directly related to construction of the Project that are expected to contribute to increases in
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the Assessed Value of the improvements comprising the LaSalle Property. The Private
Investment is described on Exhibit D attached hereto and incorporated herein.
1.10 Project Site. Project Site means the LaSalle Property and Support Parcel,
together.
1.11 Substantial Completion. Substantial Completion means, with respect to the
Project, the Developer's receipt of a certificate of occupancy or its local equivalent issued by the
local governmental authority.
1.12 Support Parcel. Support Parcel means the property immediately adjacent to the
LaSalle Property, as more particularly described in Exhibit A -1, together with all improvements
thereon and all easements, rights, licenses and other interests appurtenant thereto.
SECTION 2. EFFECTIVE DATE, INTERPRETATION, TERM AND RECITALS.
2.1 Effective Date. This Agreement shall be effective as of the date first written
above (the "Effective Date ").
2.2 Interpretation.
(a) The terms "herein ", "hereto ", "hereunder" and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article, Section
or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) "Section
or "Article " shall be deemed to refer to the Section or Article of this Agreement
bearing the number so specified, (ii) "Exhibit " shall be deemed to refer to the Exhibit
of this Agreement bearing the letter or number so specified, and (iii) references to this
"Agreement" shall mean this Agreement and any exhibits and attachments hereto.
(c) Captions used for or in Sections, Articles and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
(d) The terms "include ", "including" and "such as" shall each be construed as
if followed by the phrase "without being limited to ".
2.3 Term. The "Term" of this Agreement shall commence upon the Effective Date
and continue until the date on which the occupancy permits for the Project have been received.
Notwithstanding the foregoing, those obligations which by the terms of this Agreement are to
continue, shall survive beyond the termination date of this Agreement.
2.4 Recitals. The Recitals set forth above are a part of this Agreement for all
purposes.
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SECTION 3. PURCHASE OF LASALLE PROPERTY AND GRANT OF EASEMENT.
3.1 Purchase. Subject to all of the terms, covenants and conditions of this
Agreement, at Closing (as defined below) the Commission shall convey to Developer the LaSalle
Property for One Dollar and 00 /100 cents ($1.00) and other valuable consideration, for the
purpose of redevelopment of the LaSalle Property in order to serve the purposes of the Act.
3.2 Form of Deed. The Commission shall convey to Developer title to the LaSalle
Property by Quitclaim Deed (the "Deed ") at Closing. In addition to the other conditions,
covenants and restrictions in this Agreement, such conveyance and title shall be subject to:
(a) Applicable building codes and zoning ordinances.
(b) Any and all other covenants, restrictions, easements and reservations of
record ( "Restrictions ").
At Closing, the Parties will sign such other customary documents or instruments as Commission,
Developer or the Developer's title insurer may reasonably request in connection with the Closing
(including, for example, a sales disclosure form, closing statement and seller's affidavit) and the
title insurer's issuance of a title insurance policy to Developer, at Developer's cost.
3.3 Time and Place for Delivery of Deed. Subject to the terms hereof, provided all
conditions to Closing have been satisfied (or otherwise waived), the (a) Commission shall deliver
the Deed and possession of the LaSalle Property to the Developer by February 3, 2014 (the
"Closing ") or such earlier or later date as mutually agreed to between the Parties, and (b)
Developer shall accept such conveyance at such time and place.
3.4 Conditions Precedent to Closing. Prior to and as conditions precedent to
closing (unless otherwise waived by the Commission or Developer, as the case may be):
(a) Developer shall have delivered all documents required to be delivered by
the Developer to the Commission pursuant to the terms and conditions of this Agreement
within the time specified herein and shall be in form and substance reasonably
satisfactory to the Commission;
(b) Each of the representations and warranties of the Developer contained
herein shall be true in all material respects as of the Closing (as defined herein); and
(c) The Developer shall in all material respects have complied with, fulfilled
and performed each of the covenants, terms and conditions to be complied with, fulfilled
or performed by the Developer hereunder prior to the Closing.
(d) The Common Council shall have approved a grant of real property tax
abatement for all eligible investments in real property improvements to be undertaken by
Developer with respect to the Project according to a schedule reasonably acceptable to
Developer which permits the Developer to realize the maximum real property tax
abatement applicable to the Project based upon the investment and other written criteria
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evaluated by the City according to its tax abatement program, notwithstanding the effect
of the Circuit Breaker Tax Credit set forth in Ind. Code. 6 -1.1 -20.6.
(e) Developer shall have received reasonable assurance that covered parking
may be located on the Support Parcel and be satisfied, in its reasonable discretion (i) with
the title to the LaSalle Property, terms and provisions of any Restrictions and any further
due diligence regarding the LaSalle Property; and (ii) that certain building features of the
LaSalle Property, including those listed on Exhibit D -2, will be considered grandfathered
or otherwise approved by the state and local building departments as compliant under the
Indiana building code.
(f) The Commission shall have delivered to Developer copies of documents
in Commission's possession, if any, which pertain to restrictive covenants, surveys,
environmental reports and title documentation (including copies of exception documents,
if any) related to the LaSalle Property.
(g) As of the Closing, Developer shall have obtained or determined that it
shall be able to obtain all required building permits for the Project.
(h) The Parties shall have agreed to the form of lease referenced in Section
5.3(b) to be entered into upon substantial completion of the Project.
3.5 Grant of Easement. At the Closing, Developer shall grant to the Commission a
temporary non - exclusive easement on, in, over and across the LaSalle Property to permit the
Commission to fulfill its obligations under this Agreement, including, but not limited to the
construction, equipping and delivery of the Local Public Improvements (the "Easement ") in such
form as mutually agreed to between the Parties. The Easement shall (a) run with and burden the
LaSalle Property; (b) inure to the benefit of the Commission and its contractors acting on behalf
of the Commission in connection with the construction, equipping and completion of the Local
Public Improvements; (c) bind the Developer (as owner of the LaSalle Property) and its grantees,
successors and assigns; and (d) terminate upon completion of the Local Public Improvements.
3.6 As Is Transaction. Except as expressly provided herein, Commission is not
making and has not at any time made any warranties or representations of any kind or character,
express or implied, with respect to the LaSalle Property, including, but not limited to, any
warranties or representations as to habitability, merchantability, fitness for a particular purpose,
title (other than Commission's limited warranty of title to be set forth in the deed), zoning, tax
consequences, physical or environmental condition, operating history or projections, valuation,
governmental approvals, governmental regulations, the truth, accuracy or completeness of the
items or any other information provided by or on behalf of Commission to Developer or any
other matter or thing regarding the LaSalle Property. Upon Closing, Commission shall sell and
convey to Developer, and Developer shall accept the LaSalle Property "as is, where is, with all
faults." Developer has not relied upon and will not rely upon either directly or indirectly, any
representation or warranty of Commission with respect to the LaSalle Property except as
otherwise expressly provided herein. Developer will conduct such investigations of the LaSalle
Property, including but not limited to, the physical and environmental conditions thereof, as
Developer deems necessary to satisfy itself as to the condition of the LaSalle Property and will
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rely solely upon same and not upon any information provided by or on behalf of Commission.
Upon Closing, Developer shall assume the risk that adverse matters, including but not limited to,
construction defects and adverse physical and environmental conditions, may not have been
revealed by Developer's investigations or any information supplied by or on behalf of
Commission pursuant to this Agreement. Developer, upon Closing, hereby waives, relinquishes
and releases Commission from and against any and all claims, demands, causes of action
(including causes of action in tort [i.e., negligence and strict liability]), losses, damages,
liabilities, costs and expenses (including attorneys' fees and court costs) of any kind and every
kind or character, known or unknown, which Developer might have asserted or alleged against
Commission at any time by reason of or arising out of any construction defects, physical and
environmental conditions regarding the LaSalle Property.
SECTION 4. DEVELOPER'S OBLIGATIONS.
4.1 Generally. The Parties acknowledge and agree that the Commission's
agreements to perform and abide by the covenants and obligations set forth in this Agreement are
material consideration of Developer's commitment to perform and abide by the covenants and
obligations of Developer contained in this Agreement.
4.2 The Project.
(a) Developer shall develop or cause to be developed The LaSalle as a mixed -
use, multifamily residential building which will comply with all zoning and land use laws
and ordinances in all material respects.
(b) As part of the retail, restaurant and events use of The LaSalle, Developer
shall construct or cause to be constructed approximately 8,952 square feet of retail and
restaurant/event space by the date set forth on Exhibit D attached to this Agreement and
made a part hereof.
(c) As part of the multi - family use of The LaSalle, Developer shall construct
or cause to be constructed approximately 59 apartment units by the date set forth on
Exhibit D.
4.3 Private Investment. Developer agrees to Private Investment for the Project of
Seven Million Five Hundred Thousand Dollars and 00 /100 cents ($7,500,000.00) and other
valuable consideration, as more particularly described in Exhibit D which amount Developer
shall use commercially reasonable efforts to invest in the development of the Project, whether
through equity, debt, and /or third -party investment.
4.4 Cooperation. Developer hereby agrees to endorse and support the Commission's
efforts to expedite the Project through the required planning, design, permitting, waiver, and
related regulatory processes.
4.5 Employment of Local Labor. Developer hereby agrees to provide notice to
local contractors of all requests for bids, of pre -bid meetings and of related meetings and
information with respect to the Project so as to use commercially reasonable efforts to employ
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qualified local contractors and other related local labor during construction of the Project.
Developer agrees to meet with the business agents of all skilled trade unions to give them the
details of the Project prior to contracting for the completion of the Project.
4.6 Timeframe for Completion. Developer hereby agrees to reach Substantial
Completion for development of the Project and any other obligations the Developer may have in
conjunction and in accordance with this Agreement by the later of September 1, 2015 or twenty
(20) months following Closing.
4.7 Reporting Obligations.
(a) Upon the letting of contracts for substantial portions of the Project and
again upon substantial completion of the Project, Developer hereby agrees to report to the
Commission the number of local contractors and local laborers involved in the Project,
the amount of bid awards for each contract related to the Project, and information
regarding which contractor is awarded each contract with respect to the Project.
(b) On or before April 15, June 30, September 30 and December 31 of each
year until substantial completion of the Project, Developer shall submit to the
Commission a report demonstrating Developer's good -faith compliance with the terms of
this Agreement. This report shall include the following information and documents: (i) a
status report of the construction completed to date, (ii) an update on the project schedule,
and (iii) an itemized accounting generally identifying the Private Investment to date.
(c) On or before April 15 of the year that is one year after substantial
completion of the Project and on each April 15 thereafter until April 15 of the year which
is five years after substantial completion of the Project, Developer shall submit to the
City a report with the following information: (i) the number of jobs created as a result of
the Project and wage and benefit information for the jobs created; and (ii) a detailed
description of the of the job and wage details for the number of people employed by the
Project.
4.8 Submission of Plans and Specifications. Developer has made the Site Plans,
specifications and other planning materials of the Project available to the Commission as
identified on Exhibit B attached hereto and incorporated herein. Subject to the terms and
conditions of this Agreement, Developer shall construct, or cause to be constructed, the Project
in substantial accordance with the Site Plans; provided, that, Developer, may make changes,
supplements, deletions, additions and/or modifications to the Site Plans from time to time so
long as Developer obtains the Commission's written consent in the event of any material change
supplement, deletion, addition and/or modification to the Site Plans. Upon completion of plans
and specifications for the Project, Developer shall deliver a complete set thereof to the
Commission. To the extent that the Developer determines to construct covered parking on a
portion of the Support Parcel to serve the LaSalle Property, the Developer shall provide plans
and specifications to the Commission to obtain its written consent of such plans and
specifications, which shall not be unreasonably withheld.
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4.9 Costs and Expenses of Construction of Development. Developer hereby agrees
to pay, or cause to be paid, all costs and expenses of construction for the Project (including legal
fees, architectural and engineering fees), exclusive of the Local Public Improvements, which
shall be paid for by the Commission by and through the Funding Amount; provided, however,
Developer may pay certain expenses related to the design of the Local Public Improvements
which expenses shall be reimbursed by the Commission, all in accordance with the Construction
Management Agreement (as later defined).
4.10 Non - Interference. Developer hereby agrees to use commercially reasonable
efforts to minimize disruption for those living and working in or near the LaSalle Property
during construction of the Project.
4.11 Grant of Easement. Developer agrees to take all actions necessary to grant the
Easement to the Commission, as provided for in Section 3.5 of this Agreement.
4.12 Insurance; Indemnity. Developer shall purchase and maintain, or cause to be
purchased and maintained, Comprehensive General Liability Insurance as is appropriate for the
work being performed with respect to the Project. Developer shall provide proof of such
adequate insurance to the Commission and shall notify the City and the Commission of any
change in or termination of such insurance. During the period of construction or provision of
services regarding any Local Public Improvements, the City shall be named as an additional
insured for the minimum amounts or greater when required by law as described in Exhibit E
attached hereto and incorporated herein (but not on any worker's compensation policies). The
Developer agrees to indemnify, defend and hold harmless the Commission from and against any
third party claims suffered by the Commission resulting from or incurred in connection with the
Local Public Improvements.
4.13 Public Announcements, Press Releases and Marketing Materials. Developer
hereby agrees to (a) coordinate a Project "kick off' press release with the City, (b) coordinate a
Project groundbreaking ceremony with the City, and (c) use commercially reasonable efforts to
coordinate other significant public announcements with the City, subject, in each case, to any
securities laws that would prevent Developer from engaging in such coordination. Developer
agrees to allow the City and the Commission to distribute and use Developer's marketing
materials to promote the Project.
4.14 Information. Developer agrees to provide any and all due diligence items with
respect to the Project reasonably requested by the City and/or the Commission.
SECTION 5. COMMISSION'S OBLIGATIONS.
5.1 Generally. The Parties acknowledge and agree that Developer's agreement to
perform and abide by the covenants and obligations set forth in this Agreement is material
consideration for the Commission's commitment to perform and abide by the covenants and
obligations of the Commission contained in the Agreement.
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5.2 Completion of Local Public Improvements.
(a) The Commission hereby agrees to complete (or cause to be completed) at
its expense, the Local Public Improvements on a schedule to be reasonably determined
and agreed to by the Commission and Developer, as may be modified due to unforeseen
circumstances and delays.
(b) The Commission agrees to enter into the Construction Management
Agreement with the Developer as more particularly described in Section 6.1 of this
Agreement.
(c) Notwithstanding anything contained herein to the contrary, in the event
the costs to construct the Local Public Improvements are in excess of the Funding
Amount, Developer, at its sole option, may determine to pay to the Commission the
amount of the excess costs to permit timely completion of the Local Public
Improvements by the Commission, or an agent of the Commission, which amounts shall
be applied for such purpose. If Developer chooses not to pay any such excess costs of the
Local Public Improvements (above the Funding Amount), the Commission may reduce
the scope of the Local Public Improvements to the amount which may be funded with the
Funding Amount.
5.3 Lease of Support Parcel, Parking Lot and Easement.
(a) The Commission agrees, during all periods of construction of the Project
and Local Public Improvements, the Commission will provide, upon request by
Developer, all reasonable access to and use of the Support Parcel for construction
staging, storage and related activities (which area of the Support Parcel reasonably
required shall be fenced by Developer in a manner to be agreed upon by Commission and
Developer).
(b) The Commission agrees, upon substantial completion of the Project by
Developer, to enter into a lease agreement with Developer to lease both the Support
Parcel and Parking Lot to Developer for One Dollar and 00 /100 cents ($1.00) per year,
and other valuable consideration, for an initial term of ten (10) years, which term shall
automatically renew for eight (8) successive periods of ten (10) years each, unless earlier
terminated (i) pursuant to its terms or (ii) by either party, upon at least sixty (60) days
advance written notice in the event of construction of a New Building and Parking
Garage (each as defined below) as described herein on the Support Parcel and/or Parking
Lot (with such termination being only with respect to the area required for such
construction). During the lease term, the Commission covenants and agrees not to
impose any liens, encumbrances, covenants or restrictions on such Support Parcel which
would result in an impairment of the Developer's rights under the lease described herein.
In addition, in the event such lease expires or is otherwise terminated, the Commission
agrees, upon request of Developer, to consider providing a perpetual easement over a
portion of such Parking Lot for ingress /egress purposes to and from the Project Site to
Main Street (or other named public right of way).
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5.4 Cooperation. Consistent with City policy, the Commission hereby agrees to
endorse and support Developer's efforts to expedite the Project through the required planning,
design, permitting, waiver and related regulatory processes; provided, however, the Commission
shall not be required to expend any money in connection therewith. The Commission further
agrees to permit Developer or its agents access to the LaSalle Property through the use of the
public roads surrounding the LaSalle Property necessary to accomplish the actions contemplated
by this Agreement.
5.5 Tax Abatement. Upon request of Developer and at the earliest opportunity
legally permissible and upon timely receipt of the appropriate documentation, Commission
agrees to recommend approval of and support the designation of the LaSalle Property as both an
Economic Development Target Area and Economic Revitalization Area (under Ind. Code § 6-
1.1- 12.1 -1 et seq.) for purposes of real property tax abatement for the Project.
5.6 Costs and Expenses. The Commission hereby agrees to bear its own costs and
expenses related to this Agreement (including legal fees) not directly related to the design and
construction of the Local Public Improvements (such costs to be paid from the Funding
Amount).
5.7 Zoning, Variance, Special Permits, Etc. The Commission hereby agrees to
continue to assist Developer in its efforts to seek zoning, variance, design, sign, health, safety,
construction and other necessary permits, consents and/or approvals to complete the Project (to
the extent they have not yet been obtained and completed), including the construction of covered
parking (according to plans which shall be submitted to the Commission for prior approval as set
forth herein), on a portion of the Project Site, including the Support Parcel, to serve the LaSalle
Property.
5.8 Information. The Commission hereby agrees to provide any and all due
diligence items with respect to the Project reasonably requested by the Developer.
5.9 Public Announcements, Press Releases and Marketing Materials. The
Commission hereby agrees to coordinate all public announcements and press releases relating to
the Project with Developer.
SECTION 6. ADDITIONAL DOCUMENTS AND AGREEMENTS.
6.1 Construction Management Agreement. Following the Effective Date, the
Commission shall enter into a construction management agreement in the form attached hereto
and incorporated herein as Exhibit F (or in such other form as mutually agreed) with Developer
and the Board of Works whereby the Commission and the Board of Works shall designate and
appoint Developer as construction manager and agent to act on behalf of the Commission in
connection with the construction of the Local Public Improvements (the "Construction
Management Agreement "). Pursuant to the Construction Management Agreement, Developer
shall be responsible for and/or enabled to (a) preparing the plans and specifications for the Local
Public Improvements, (b) preparing all necessary bid documents and legal advertisements,
scheduling and participating in any pre -bid meetings with potential bidders, reviewing bids and
making recommendations with regard to the award of bids, (c) supervising and monitoring the
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construction of the Local Public Improvements, including establishing the timing, sequence and
phasing of construction of the Local Public Improvements, (d) recommending and processing
change orders, and (e) reviewing all payment requests submitted by contractors and vendors and
recommending payments to be made by the Board of Works. The Commission shall be
responsible for reallocating the costs amongst the budgeted line items within Exhibit C for
provision of the full Funding Amount toward the Local Public Improvements.
6.2 Grant of Option for Future Development. The Commission has obtained a
preliminary site plan identifying the potential location for construction of a four deck parking
structure on a portion of the Support Parcel (the "Parking Garage ") which could support parking
for multiple uses, including The Morris Civic Performing Arts Center, Palais Royale Ballroom,
The LaSalle and retail stores, restaurants and office space in South Bend. The Commission
agrees to proceed with the construction of a parking garage if and in the event the tax increment
finance revenues (the "TIF Revenues ") received with respect to the LaSalle Property and the
Support Parcel are sufficient to finance the costs of the Parking Garage. The Commission
agrees, subject to Section 6.3 of this Agreement, to grant the Developer (subject to the
occurrence of Closing), the one -time right and option ( "Option ") to purchase any portion of the
Support Parcel (the "Option Property") for a period of ten (10) years following Closing (the
"Option Period ") for the sum of $1.00 to the extent that (i) the Developer provides written notice
of its intent to proceed with the construction of a new building (the "New Building ") on a portion
of the Support Parcel and (ii) the Commission determines, in its sole but reasonable discretion,
that the TIF Revenues being received or expected to be generated by development on the LaSalle
Property and /or the Support Parcel are sufficient to support the financing and construction of the
Parking Garage. If Developer elects to exercise the Option, then, on or before the end of the
Option Period, Developer shall notify Commission by written notice of such exercise ( "Option
Notice ") in accordance with Section 10.8 of this Agreement. Upon the receipt of the Option
Notice, the Commission shall negotiate in good faith a development agreement to provide for the
sale of the Option Property to Developer and the construction of the Parking Garage by
Commission. The closing on the Option Property shall occur within ninety (90) days after the
Option Notice is delivered to Commission, or such longer period as may be mutually agreed to
between the parties ( "Option Closing "). Developer shall be responsible for paying its own costs
and expenses related to the Option Property and the Option Closing, including, without
limitation, (i) closing costs, and (ii) costs of obtaining title insurance, a survey or any other
reports, studies or investigations.
6.3 Right of First Refusal. If, during the Option Period, Commission receives a
proposal to construct the New Building from a third party that the Commission determines will
generate enough TIF Revenues (when coupled from any new TIF Revenues from the LaSalle
Property) to finance the construction of the Parking Garage, Commission shall provide written
notice to the Developer, in accordance with Section 10.8 of this Agreement, of the proposal and
provide Developer a period of forty -five (45) days to make an alternate proposal for construction
of the New Building. In the event the Developer and the Commission do not enter into a
development agreement to provide for the construction of the New Building by Developer and
the Parking Garage by Commission within ninety (90) days after Commission has notified
Developer of the third party's proposal, the Option Period shall terminate and the Commission
may proceed to provide for the development of the Support Parcel provided the same includes
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dms.us.52637413.08
construction of the Parking Garage, subject to the parking rights of the Developer as set forth in
Section 6.4 hereof.
6.4 Parking Access. In the event of construction of a Parking Garage on the Support
Parcel, the Commission agrees that the Developer will have access to parking in the Parking
Garage for the LaSalle Property and further agrees that it will modify the lease described in
Section 5.3(b) hereof to provide the Developer parking spaces in the Parking Garage for the
benefit of the LaSalle Property.
SECTION 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
7.1 Cooperation. In the event of any administrative, legal or equitable action or
other proceeding instituted by any person not a party to this Agreement challenging the validity
of any provision of this Agreement, the Parties shall cooperate in defending such action or
proceeding to settlement or final judgment including all appeals. Each Party shall select its own
legal counsel and retain such counsel at its own expense, and in no event shall the Commission
be required to bear the fees and costs of Developer's attorneys nor shall Developer be required to
bear the fees and costs of the Commission's attorneys. The Parties agree that this Section 7.1
shall constitute a separate agreement entered into concurrently with this Agreement, and that if
any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered
null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms
of this Section 7. 1, which shall survive such invalidation, nullification, or setting aside.
SECTION 8. DEFAULT.
8.1 Default. Except as provided in Section 8.2 and Section 8.3 hereof, any material
failure by either Party to perform any term or provision of this Agreement, which failure
continues uncured for a period of 30 days following written notice of such failure from the other
Party, unless such period is extended by written mutual consent, shall constitute a default under
this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of
the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be
cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such
30 -day period, then the commencement of the cure within such time period, and the diligent
prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 30 -day
period. Upon the occurrence of a default under this Agreement, the non - defaulting Party may
institute legal proceedings at law or in equity (including any action to compel specific
performance); provided, that in no event shall any Party have the right to terminate this
Agreement. If the default is cured, then no default shall exist and the noticing Party shall take no
further action. If Developer provides the Commission with notice of the contact information for
Developer's Project lender, then such lender shall be provided any notice of default of Developer
hereunder and the opportunity to cure such default.
8.2 Termination of Benefits and Reversion. If Developer fails to meet Substantial
Completion of the Project within thirty -six (36) months following Closing, the Commission may:
(a) Recommend termination of any economic revitalization area created, and
associated property tax abatement granted, in connection with the Project.
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dms.us.52637413.08
(b) Thereafter, unless construction work of a material nature has resumed and
is continuing without interruption for prompt Substantial Completion, re -enter and take
possession of the LaSalle Property and terminate and cause title to the LaSalle Property
to be surrendered by Developer and revested in the Commission, provided any such
revesting (or conveyance to the Commission) shall always be subject to and limited by,
and shall not defeat, render invalid, or limit in any way, the lien of any mortgage on the
LaSalle Property for the purpose of securing any financing obtained by the Developer to
complete the Project; and shall not apply to individual parts of the LaSalle Property, if
any, (or in the case of parts sold or leased, the part so conveyed) on which the
construction thereon has been completed under this Agreement.
8.3 Reimbursement Obligation. If (i) the Commission determines not to exercise its
right to re -enter and retake possession of the LaSalle Property as described in Section 8.2(b)
upon Developer's failure to reach Substantial Completion of the Project within thirty -six (36)
months following Closing, or (ii) the Developer fails to make a Private Investment of at least
$7,000,000, Developer agrees, upon request of the Commission, to:
(a) Repay to the City all or a portion of the tax abatement savings received
through the date of such termination.
(b) Repay the Commission for all or a portion of the Funding Amount
expended by the Commission in furtherance of the Project.
8.4 Enforced Delay in Performance for Causes Beyond Control of Party;
Extension of Time of Performance. Notwithstanding anything to the contrary contained in this
Agreement, none of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other
labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of
terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting
state or federal laws or regulations, new or supplemental environments regulations, contract
defaults by third parties, or similar basis for excused performance which is not within the
reasonable control of the Party to be excused (each, an event of "Force Majeure"). Upon the
request of any of the Parties, an extension of time for such cause will be granted in writing for a
period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by
all the Parties.
SECTION 9. NO AGENCY, JOINT VENTURE OR PARTNERSHIP; CONFLICT OF
INTEREST, INDEMNITY.
9.1 No Agency, Joint Venture or Partnership. It is specifically understood and
agreed to by and between the Parties that:
(a) The Project is a private development;
(b) Neither the Commission nor Developer have any interest or
responsibilities for, or due to, third parties concerning any improvements until such time,
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dms.us.52637413.08
and only until such time, that the Commission and/or Developer accepts the same
pursuant to the provisions of this Agreement; and
(c) The Commission and Developer hereby renounce the existence of any
form of agency relationship, joint venture or partnership between the Commission and
Developer and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as creating any such relationship between the
Commission and Developer.
9.2 Conflict of Interest; Commission Representatives Not Individually Liable.
No member, official, or employee of the Commission shall have any personal interest, direct or
indirect, in this Agreement, nor shall any such member, official, or employee participate in any
decision relating to this Agreement which affects his personal interests or the interests of any
corporation, partnership, or association in which he /she is, directly or indirectly, interested. No
member, official, or employee of the Commission shall be personally liable to Developer, or any
successor in interest, in the event of any default or breach by the Commission or for any amount
which may become due to Developer or successor or assign or on any obligations under the
terms of the Agreement. No partner, employee or agent of Developer or successors of them shall
be personally liable to the Commission under this Agreement.
9.3 Indemnity.
(a) Subject to Section 3.6 of this Agreement, the Commission agrees to
indemnify, defend and hold Developer harmless from and against any third party claims
suffered by Developer as a result of a negligent act or omission of the Commission
relating to the completion of the Project and/or the Local Public Improvements unless
such claims arise by reason of the negligent act or omission of Developer.
(b) Developer agrees to indemnify, defend and hold the Commission harmless
from and against any third party claims suffered by the Commission as a result of a
negligent act or omission of Developer relating to the completion of the Project and/or
the Local Public Improvements unless such claims arise by reason of the negligent act or
omission of the Commission.
SECTION 10. MISCELLANEOUS
10.1 Severability. If any term or provision of this Agreement, or the application of
any term or provision of this Agreement to a particular situation, is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this
Agreement, or the application of this Agreement to other situations, shall continue in full force
and effect unless amended or modified by mutual consent of the parties.
10.2 Other Necessary Acts. Each Party shall execute and deliver to the other all such
other further instruments and documents as may be reasonably necessary to accomplish the
Project contemplated by this Agreement and to provide and secure to the other Parties the full
and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing,
the Parties understand and agree that certain actions contemplated by this Agreement may be
-14-
dms.us.52637413.08
required to be undertaken by persons, agencies or entities that are not a party to this Agreement,
including, but not limited to certain permits, consents and /or approvals (to the extent they have
not yet been obtained and completed), and that any action by such third parties shall require
independent approval by the respective person, agency, entity or governing body thereof.
10.3 Waiver of Jury Trial. 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.
10.4 Attorneys' Fees. In the event of any litigation, mediation or arbitration between
the Parties regarding an alleged breach of this Agreement, none of the Parties shall be entitled to
any award of attorney's fees.
10.5 Equal Employment Opportunity. Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
(a) Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. Developer agrees to
post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause; and
(b) Developer will state, in all solicitations or advertisements for employees
placed by or on behalf of Developer, that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or national
origin.
10.6 Titles of Articles and Sections. Any titles of the several parts, sections, and
paragraphs of this Agreement are inserted for convenience or reference only and shall be
disregarded in construing or interpreting any of its provisions.
10.7 Counterparts. This Agreement may be executed in counterparts, all of which
shall be deemed originals.
10.8 Notices and Demands. A notice, demand, or other communication under this
Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched
by registered or certified mail, postage prepaid, return receipt requested, or delivered personally,
and
(a) in the case of the Developer, is addressed to or delivered personally to
Developer: Great Lakes Capital Development
112 W. Jefferson Blvd., Suite 200
South Bend, M 46601
Attn: Ryan Rans
-15-
dms.us.52637413.08
With a copy to: Richard Deahl
Barnes & Thornburg
600 First 1St Source Bank Center
100 North Michigan
South Bend, IN 46601
(b) in the case of the Commission is addressed to or delivered personally to:
Commission: The South Bend
Redevelopment Commission
222 W. Jefferson Blvd., Suite 14005
South Bend, IN 46601
Attn: Chris Fielding
With a copy to: City Attorney's Office
227 W. Jefferson Blvd, Suite 1200S
South Bend, IN 46601
Attn: Cristal Brisco
or at such other address with respect to such Party as that Party may from time to time designate
in writing and forward to the other as provided in this Section.
10.9 Governing Law. This Agreement shall be interpreted and enforced according to
the laws of the State of Indiana.
10.10 Authority. The undersigned persons executing and delivering this Agreement on
behalf of each of the Parties represent and certify that they are the duly authorized officers of
such Party and have been fully empowered to execute and deliver this Agreement on behalf of
such Party and that all necessary action to execute and deliver this Agreement has been taken by
such Party.
10.11 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the
parties hereto and their respective successors or assigns, any remedy or claim under or by reason
of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or
otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and
exclusive benefit of the Parties herein.
10.12 Assignment. Developer's rights under this Agreement shall be personal to
Developer and shall not run with the land. Upon written consent of the Commission, Developer
may assign its rights and obligations under this Agreement to another party. Notwithstanding the
foregoing, Developer shall have the right to assign its rights and obligations under this
Agreement to another entity that is an affiliate of Developer without the consent of the
Commission if such entity has the ability to complete the Project and assume all of the
obligations and responsibilities of Developer under this Agreement. Additionally, Developer's
lender for the Project may receive an assignment of Developer's interests in this Agreement, it
-16-
dms.us.52637413.08
being understood, however, that the obligations of the Commission under this Agreement will
remain subject to satisfaction of the obligations of Developer as described herein.
10.13 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.
10.14 Facsimile Signatures. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument. Any telecopied version of a manually executed original shall be
deemed a manually executed original.
SECTION 11. AMENDMENTS.
11.1 Amendment. This Agreement may be amended from time to time, in whole or in
part, by mutual written consent of the Parties, in accordance with this Agreement.
[END OF PAGE]
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dms.us.52637413.08
IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date first
written above.
COMMISSION:
SOUTH BEND REDEVELOPMENT
COMMISSION
President
ATTEST:
Secretary
STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, a Notary Public in and for said County and State, personally appeared
, South Bend Redevelopment Commission, an
Indiana corporation, who, being first duly sworn, acknowledged the execution of the foregoing
Development Agreement for and on behalf of South Bend Redevelopment Commission for the
use and purposes contained therein.
Witness my hand and Notarial Seal this day of 52013.
My Commission Expires:
(Signature) Notary Public
My County of Residence:
(Printed)
(Signature Page to Development Agreement)
dms.us.52637413.08
ATTEST:
Its:
STATE OF INDIANA
COUNTY OF ST. JOSEPH
DEVELOPER:
GREAT LA L DEVELOPMENT
1PBy:
Its: X14 .�
SS:
fore m Notar Public 'n and for said County and State, personally appeared
_U�qkl k of Great Lakes Capitol Development., an
Indi na corporation, who, being first duly sworn, acknowledged the execution of the foregoing
Development Agreement for and on behalf of Great Lakes Capitol Development for the use and
purposes contained therein.
Witness my hand and Notarial Seal this
4R
day of TOM 2013.
My Commission Expires:
(Printed)
(Signature Page to Development Agreement)
This Instrument prepared Randolph R. Rompola, Counsel, Faegre Baker Daniels, LLP, 202
South Michigan Street, Suite 1400 South Bend, Indiana 46601.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Socia'.
Security number in this document, unless required by law. /s /Randolph R. Rompola
dms.us.52637413.04
dms.us.52637413.06
.•" ""rt rro,
LESLEE A BIBBO
o�,,��4 Notary
Public. State of Indiana
rt
Elkhart County
(Sig N lic
Commission M 647992
My Commission Expires
,ND IAM',�a
041,,,4,,,
October 01, 2021
My County of Residen
(Printed)
(Signature Page to Development Agreement)
This Instrument prepared Randolph R. Rompola, Counsel, Faegre Baker Daniels, LLP, 202
South Michigan Street, Suite 1400 South Bend, Indiana 46601.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Socia'.
Security number in this document, unless required by law. /s /Randolph R. Rompola
dms.us.52637413.04
dms.us.52637413.06
EXHIBIT A -1
PROJECT SITE
The LaSalle Property
A part of the West half of the Northwest Quarter of Section 12, T. 37 N., R. 2 E.
Also known as Lot #1 in the recorded plan of the Original Plat of the Town, Now
City of South Bend Portage Township, City of South Bend, St. Joseph County,
Indiana. [Generally referred to as Parcel Key No. 018 - 1002 -0040]
Support Parcel
A part of the West half of the Northwest Quarter of Section 12, T. 37 N., R. 2 E.
Also known as Lots #2 and #3 in the recorded plan of the Original Plat of the
Town, Now City of South Bend Portage Township, City of South Bend, St.
Joseph County, Indiana. [Generally referred to as Parcel Key No. 018 -1002-
0041 ]
A -1
dms.us.52637413.08
EXHIBIT A -2
PARKING LOT
A part of the West half of the Northwest Quarter of Section 12, T. 37 N., R. 2 E.
Also known as Lot #10 in the recorded plan of the Original Plat of the Town,
Now City of South Bend Portage Township, City of South Bend, St. Joseph
County, Indiana. [Generally referred to as Parcel Key No. 018 - 1008 -0304]
A -2
dms.us.52637413.08
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EXHIBIT B
The LaSalle Site Plan
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EXHIBIT C
Description of Local Public Improvements
Estimated Costs of Local Public Improvements
Fire protection and pump.
321,000
Trash chute
14,000
Roof
75,000
Exterior Facade /site work
773,000
Elevators
446,000
Construction management
171,000
Total
$1,800,000
C -1
dms.us.52637413.08
EXHIBIT D
Description of Private Investment and Substantial Completion
All of the following are to be completed so as to meet the standards that protect the building as a
landmark recognized on the National Register of Historic Places and the Indiana Register of
Historic Sites and Structures, and those standards set by the St. Joseph County Historic
Preservation Commission for a total investment by Developer of no less than Seven Million Five
Hundred Thousand Dollars and 00 /100 cents ($7,500,000.00).
Work to be performed:
• Restored Lobby and Mezzanine, including marble staircases and Georgian Revival
details
• New ground floor Retail /Gallery /Special Events spaces
• New Catering/Prep Kitchen
• New Restroom Facilities, Coat Room, and Events Storage
• Renovated and expanded existing "Gentleman's Bar"
• New Landscape around the building
• Full upgrade /modernization of building systems and services:
-New energy efficient mechanical systems
-New upgraded gas service
-New upgraded electrical service
-New domestic water service throughout
-New domestic waist - sanitary service
• New fire protection system, with code - compliant:
-Smoke detectors
-Heat detectors
-Pull stations
- Horn/strobe devices
-Wet and dry sprinkler systems
• Fire -rated emergency staircases
• New passenger elevator cars (2) installed in existing shafts
• 23 New one bedroom /one bathroom apartments
• 7 New tow bedroom /one bathroom apartments
• 29 New two bedroom /two bathroom apartments
• A complete turnkey renovation for the residential units including new ceilings, walls,
floors, finishes, paint
• New kitchen cabinets with granite counter tops and stainless steel appliances for each
apartment including range, oven, refrigerator, dishwasher and combined washer /dryer
• New toilet fixtures and accessories
New multi -zone RTUs HVAC Units
New light fixtures
New fire -rated doors, hardware and triple - glazed windows
D -1
dms.us.52637413.08
• New Residents' Storage
• New Residents" Gym
• New energy efficient insulation throughout
• New 45 mil EPDM Single Ply Roofing Membrane System on top of 3.25' (R -20)
insulation, 15 year minimum manufacturer's warranty.
Substantial Completion Benchmarks:
Secure building envelope by
Installation of mechanicals by
Elevator restoration by
Rough framing by
Drywall and finishing by
Installation of interior finishes by
Leasing by
D -2
dms.us.52637413.08
EXHIBIT D -2
Grandfathered /Approved Building Characteristics
Confirmation that the following is deemed a compliant 2 -hour fire barrier construction:
(a) existing interior partitions at stairs and elevators are 4" thick terra cotta tiles with
approximately 1" plaster on exposed faces. Final construction will include metal furring
and an additional 5/8" type X gypsum board at exposed face.
(b) Existing floor /ceiling horizontal assembly is cast in place concrete with 12 "x12 "x6" terra
cotta tile "fillers ". Overall floor depth is approximately 8" thick.
Existing stairs do not comply with current requirements for tread/riser dimensions. Existing
stairways are cast -in -place concrete integral with the building structure and removing or replacing
the stairs is impractical. Compliancy with number of exit requirements assumes that existing
stairway tread/riser dimensions will be grandfathered/approved.
Existing elevator shafts do not have required 90 minute hoistway doors at each floor. New walls
and doors complying with smoke and fire barrier requirements will be installed to create an
elevator lobby at each floor above the level of discharge. Compliancy assumes that doors with
hold -opens at elevator lobbies will be acceptable without fully complying with ADA
requirements.
4. Approval of proposed means of egress design.
Existing historical elements within the 1st and 2nd floor lobby / atrium space may need special
approval, including (a) guardrails at atrium are not 42" high per current code, and (b) existing
stairs at atrium lobby do not have 42" guardrails and separate handrails at 36 ".
D -2
dms.us.52637413.08
EXHIBIT E
Minimum Insurance Amounts
A. Worker's Compensation
1. State
2. Applicable Federal
3. Employer's Liability
B. Comprehensive General Liability
1. Bodily Injury
a. $1,000,000.00
b. $1,000,000.00
2. Property Damage
a. $1,000,000.00
b. $1,000,000.00
C. Comprehensive Automobile Liability
1. Bodily Injury
a. $500,000.00
b. $500,000.00
2. Property Damage
a. $500,000.00
D. Comprehensive Liability Insurance
1. Bodily Injury
a. $1,000,000.00
2. Property Damage
a. $1,000,000.00
b. $1,000,000.00
F -1
dms.us.52637413.08
Statutory
Statutory
$100,000.00
Each Occurrence
Annual Aggregate Products
and Completed Operation
Each Occurrence
Annual Aggregate
Each Person
Each Accident
Each Occurrence
Each Occurrence
Each Occurrence
Annual Aggregate
EXHIBIT F
Form of Construction Management Agreement
R -1
dms.us.52637413.08
R -1
dms.us.52637413.08