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HomeMy WebLinkAbout6B14 Department of *ACE �� Community Investment ,.,.786Si r Memorandum Monday, December 09, 2013 TO: Redevelopment Commission FROM: Chris Fielding SUBJECT: Bosch site sale to Curtis Products The RDC took ownership of the former Bosch /Honeywell property located at 401 North Bendix with the intention of entering into a long -term lease with Bosch. Bosch effectively terminated their lease with the RDC as of 12/31/2012 and DCI immediately began to market the building to prospective companies. DCI has been in negotiations with Curtis Products to relocate and expand their operations to this site since late Spring 2013. In the meantime, DCI /RDC has been paying all management and holding costs on the property while extensive environmental testing has been completed on the site at approximately $30,000 per month. As evident by the executed Purchase Agreement we have finalized negotiations and testing and would like to move towards a closing in early 2014. Curtis has indicated they have no plans to move until March /April 2014 due to weather and the ability to complete site work with the ground now being frozen. In an effort to alleviate the high monthly charges and pass responsibility for routine /ongoing maintenance to the purchaser we have agreed to share costs for Curtis to manage the property and pay all security and utilities. The payment of $52,000 will be made to Curtis at closing cover a portion of their expenses for quarter 12014. The executed purchase agreement is being presented for consideration. 227 W. JEFFERSON BLVD, SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV CONTRACT FOR PURCHASE AND SALE This CONTRACT OF PURCHASE AND SALE (this "Agreement "), dated as of December 12, 2013, is entered into between CURTIS PRODUCTS, INC., an Indiana corporation (the "Company "), as purchaser, and the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission "), existing and operating under the provisions of Indiana Code § 36 -7 -14, as amended, as seller. In consideration of the mutual covenants and conditions contained herein, the Company and the Commission hereby agree as follows: 1. The Property. The Commission owns fee simple title to improved land commonly known as 401 North Bendix Drive, South Bend, Indiana 46628 with the legal description as described on Exhibit "A " hereto. In this Agreement, that land and all buildings and other improvements thereon (including but not limited to the buildings commonly identified as Building 100 and Building 101) and all rights and appurtenances related thereto are referred to collectively as the "Property ". The Property is further depicted on the Real Property Illustration attached as Exhibit "B ". The Commission has completed the disposition process under Indiana Code § 36 -7 -14- 22 and desires to sell the Property to the Company under the terms and conditions set forth herein pursuant to Indiana Code § 36- 7- 14- 22(h). 2. Environmental Condition. In connection with this Agreement, the Commission has furnished to the Company various environmental reports listed on Exhibit "C" hereto (the "Environmental Reports ") indicating that the soils and groundwater of the Property were and continue to be contaminated as described therein. In order to address such contamination, Honeywell International, Inc. ( "Honeywell ") has entered into a voluntary remediation agreement with the voluntary remediation program of the Indiana Department of Environmental Management and the Company will receive with respect to the Property a "no further action" letter or certificate of completion and covenant not to sue from the Indiana Department or Environmental Management ( "IDEM "). In addition, the Commission has provided the Company its indemnification as to environmental matters pursuant to an Environmental Indemnity Agreement, of even date with this Agreement (the "Environmental Agreement "), attached as Exhibit "D". The Company has also obtained a phase I environmental site assessment report with respect to the Property, dated April 11, 2013, from the consulting firm of Jones Petrie Rafinski (the "JPR Environmental Report") and on April 12, 2013 filed with IDEM its application for a so- called "comfort letter" with respect to the Property. IDEM has issued a letter to Curtis, dated August 16, 2013, with respect to the Property (the "Comfort Letter "). At the Closing (as defined in Section 14), the Commission will reimburse the Company for up to $35,000 of its costs (including fees and disbursements of counsel and consultants) to prepare the application for the Comfort Letter and to pursue with IDEM obtaining the Comfort Letter. 3. Agreement to Purchase and Sell the Property. On and subject to the terms and conditions of this Agreement, the Commission hereby agrees to sell the Property to the Company and the Company hereby agrees to purchase the Property. 1 4. The Purchase Price. The Commission shall convey the Property to the Company in exchange for the Company's promissory note in the form set forth at Exhibit "E" (the "Note ") in the amount of One Million Forty -Eight Thousand and 00 /100 Dollars ($1,048,000.00) (the "Purchase Price "). At the Closing, the Company will provide to the Commission to secure the Company's obligation to pay the principal amount of the Note when due, a standby letter of credit in the amount of the Purchase Price from Lake City Bank on its customary form (the "Letter of Credit "). 5. Conveyance of Property. At Closing, the Commission shall convey the Property to the Company by Limited Warranty Deed in the form set forth at Exhibit "F ": Seller will convey title to the Property subject only to real property taxes not yet due and payable, and Permitted Exceptions (as defined below). 6. Title Commitment. Following the execution of this Agreement, Company shall obtain, at Commission's expense, not later than thirty (30) days after the date of this Agreement a title commitment ( "Commitment ") on the Property from a Meridian Title Company (the "Title Company ") to issue title insurance at the Closing in the amount of the Purchase Price. The Title Company will also provide the Company with legible copies of all exceptions of record referenced therein (the "Exception Documents "). 7. Survey. Following the execution of this Agreement, the Commission shall provide the Company with any survey in its possession of the Property. Company will obtain an update the survey provided, meeting ALTA standards. In the event the Commission is unable or fails to provide a survey to the Company, the Company will obtain an ALTA survey of the Property. The update or survey so obtained is referred to in this Agreement as the "Survey ". The Commission and Company shall share equally the cost of the Survey. 8. Company Review of Commitment and Survey. Company may within thirty (30) days after receipt of (i) the Commitment and legible copies of the Exception Documents, and (ii) the Survey of the Property, notify Commission in writing of Company's disapproval of any exceptions or other matters shown in any of the foregoing ( "Company's Disapproval Notice "). If Commission shall not have received a timely Disapproval Notice, the Commitment, the Survey and the condition of title shall be deemed approved. In the event that the Company provides a timely Disapproval Notice, then within seven (7) days after delivery of Company's Disapproval Notice, the Commission may give Company written notice ( "Commission's Notice ") of those disapproved titled matters which Commission does not agree to either eliminate from the "Title Policy" or otherwise ameliorate to Company's satisfaction by Closing. If Commission does not provide a timely Commission's Notice, and as to each item in the Company's Notice not included in a timely Commission's Notice, the Commission covenants and agrees to eliminate or ameliorate to Company's satisfaction those items. If the Commission provides a timely Commission's Notice, the Company shall have the right, in its sole and subjective discretion, to either (i) terminate this Agreement within fifteen (15) days after receipt of Commission's Notice by written notice to Commission, or (ii) to waive any such matter(s). If Commission does not eliminate or ameliorate to Company's satisfaction all such disapproved matters prior to or at the Closing, then Company shall have the right, to terminate this Agreement by written notice to Commission. However, Company will be deemed to have waived all such item if Company proceeds to close the transaction provided herein. 2 9. Title Insurance. At the Closing, the Title Company will deliver to the Company an Owner's Policy of Title Insurance reasonable acceptable to Company with such endorsements as Company may designate insuring Company's interest in the Property, subject only to Permitted Exemptions, which policy shall be issued by the Title Company with liability in the amount of the Purchase Price (the "Title Policy "). The cost of issuance and all costs of all endorsements of the Title Policy in the amount of the purchase price will be paid by Commission at Closing. The Commission will sign and deliver to the Title Company and the Company a vendor's affidavit in customary form and such other documents as the Title Company may request to transfer title to the Property and cause the Title Company to issue the Title Policy or any endorsements. 10. Property Taxes. The Commission will be responsible for payment of any property taxes and assessments with respect to any period prior to the Closing Date and any unpaid taxes for such periods will be paid by the Commission at the Closing, or Company shall be given a credit from the Purchase Price for any unpaid taxes. Following the Closing date, Company shall be responsible for any taxes. The Closing Statement shall reflect any property tax prorations based upon the most current available tax rates. 11. Commission Obligations at Closing. At Closing, other than each Party's respective attorney's fees, the Commission shall pay: (i) all closing expenses and fees, and (ii) provide the Company a credit against the purchase price of Fifty -Two Thousand and 00 /100 Dollars ($52,000.00) representing all costs of owning and maintaining the property prior to Company's full occupancy, which shall be evidenced by a Closing Statement prepared by the Title Company and signed by the parties hereto or their respective representatives at closing. 12 Brokerage. The parties each represent that no real estate commissions are due and owing to any person with respect to the transactions described in this Agreement, except for amounts to be paid by the Commission to Grubb & Ellis Cressy & Everett Company. The Company and the Commission each agrees to indemnify and hold the other harmless against any such fees or commissions to which it has agreed or which arises due to its actions. 13. Electrical Service. At the Closing, he City of South Bend, Indiana by and through its Board of Public Works will execute and deliver to the Company an Easement with respect to the electric substation in the form set forth at Exhibit "G " 14. Closing Date and Deliverables. The Closing shall be held at a mutually agreed upon location and time (the "Closing ") on January 2, 2014, or such other date as the Company and the Commission may mutually agree (the "Closing Date "). At Closing: (a) Commission shall deliver to the Company the duly executed and acknowledged Limited Warranty Deed conveying the Property to Company as provided in Section 4 and the Easement, duly executed and acknowledged by the Board, as provided in Section 13. (b) Company shall deliver to the Commission: (i) the Note in payment of the Purchase Price, together with the Letter of Credit; and (ii) a Certificate of Existence of the Company issued by the Indiana Secretary of State's 3 Office on the Closing Date or thirty (30) days prior thereto, evidencing the Company is an Indiana corporation in existence under Indiana law. (c) The Title Company shall deliver to the Company the Title Policy as provided in Section 9. (d) Possession shall be delivered at Closing. (e) The Commission shall pay all closing costs in accordance with Section 11 and shall execute a Closing Statement evidencing such fees. (f) The Company shall execute a Closing Statement. 15. Acceptance of Property "As -Is ". Except as otherwise provided in the Environmental Agreement, the Easement and the Vendor's Affidavit, and as set out in this Section 15, the Company agrees to purchase the Property "AS -IS, WHERE IS ", and without any representations or warranties as to the condition of the Property. Building 100 experienced roof leaks during the course of discussions between the Commission and the Company regarding this Agreement. The Commission represents and warrants that good and workmanlike repairs to the roof and flashing of Building 100 have been made so that Building 100 is not and, as of the Closing will not, be leaking. In addition, the Commission represents and warrants to the Company that is has not removed any material amount or value of items of furniture and furnishings (such as office dividers) which were present at the Property during the Company's initial inspections of the Property during November, 2012. 16. [Intentionally Omitted] 17. Environmental Agreement. The terms of the Environmental Agreement between the Parties are incorporated by reference as if fully set forth herein. The Parties' rights and responsibilities under this Agreement shall be subject to the terms of the Environmental Agreement and the breach of any term of the Environmental Agreement shall constitute a breach of this Agreement. 18. Assignment. This Agreement may not be assigned by the Company or the Commission to any other party without the written consent of the other, which consent may be withheld for any reason, except in the case of an assignment (i) by the Company to any entity which the Company has a controlling interest or under common control with the Company, or (ii) by the Commission to any entity of the City of South Bend or the Commission or any entity which the City of South Bend or the Commission have a controlling interest, such consent shall not be required. 19. Entire Agreement. This Agreement embodies the entire agreement between the parties and cannot be varied except by the written agreement of the parties. No representation, promise, or inducement not included in this Agreement shall be binding upon the parties hereto. 20. Timing. Time is of the essence of this Agreement. 9 21. Notices. Any notices, requests, or other communications required or permitted to be given hereunder shall be in writing and shall be either (i) delivered by hand, (ii) mailed by United States registered mail, return receipt requested, postage prepaid, (iii) sent by a reputable, national overnight delivery services (e.g. Federal Express), or (iv) sent by facsimile or electronic mail (with the original being sent by one of the other permitted means or by regular United States mail) and addressed to each party at the applicable address set forth herein. Any such notice, request, or other communication shall be considered given or delivered, as the case may be, on the date of hand delivery (if delivered by hand), on the third (3`d) day following deposit in the United States mail (if sent by United States registered mail), on the next business day following deposit with an overnight delivery service with instructions to deliver on the next day or on the next business day (if sent by overnight delivery service), or on the day sent by facsimile or electronic mail (if sent on or before 4:00 pm, recipient's local time or if sent later, the next business day, provided the original is sent by one of the other permitted means as provided in this paragraph or by regular United States mail). Company_ Dave Heckaman, President Curtis Products, Inc. 228 East Bronson South Bend, Indiana 46624 With copy to: Peter Trybula Barnes & Thornburg 100 North Michigan, 6th Floor South Bend, Indiana 46601 Commission- Scott Ford, Executive Director Community Investment Department Cit� of South Bend, Indiana 14t Floor, County -City Bldg. 227 W. Jefferson Boulevard South Bend, Indiana 46601 With copy to: Richard A. Nussbaum, II Sopko, Nussbaum, Inabnit & Kaczmarek 210 S. Michigan St., 5th Fl. Plaza Bldg. South Bend, Indiana 46601 and City Attorney of South Bend, Indiana 14t Floor, County -City Bldg. South Bend, Indiana 46601 22. Binding Terms. All the terms and conditions of this Agreement are hereby made binding on the successors and permitted assigns of both parties hereto. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and venue for any action shall be St. Joseph County, Indiana. 24. Binding upon Execution. This Agreement shall not be effective or binding until fully executed by both the Company and the Commission. 25. Survival of Terms. This Agreement, including without limitation, paragraphs 6 and 7, will survive closing of the conveyance the Property and shall not be considered merged into the deed or other documentation reflecting conveyance of the Property. 26. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 27. Additional Documents. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the actions contemplated by this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 28. Negotiated Agreement. This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. 29. Construction of Terms. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 30. Authority to Execute. The undersigned persons executing and delivering this Agreement on behalf of each of the parties respectively represent and certify that they are the duly authorized officers of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. 31. Counterparts. This Agreement may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. (Signature Pages to Follow) EXECUTED in duplicate, each part being an original, as of the day and year set forth above. CURTIS PRODUCTS, INC. By: Lai t" � David Heckaman, President STATE OF INDIANA ) ) SS: ST JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State this yM day of December, 2013, personally appeared David Heckaman, President of Curtis Products, Inc. and acknowledged execution of the foregoing Contract for Purchase and Sale on behalf of said Company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. Resident of St. Joseph County, Indiana My commission expires: 7/24/2015 h S elley L. Reg a, Notary ublic 7 THE SOUTH BEND REDEVELOPMENT COMMISSION Printed: Title: ATTEST: Signature Printed Name and Title STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State this day of December, 2013, personally appeared and , known to be the and , respectively, of the South Bend Redevelopment Commission, the governing body of the City of South Bend, Department of Redevelopment and acknowledged execution of the foregoing Contract for Purchase and Sale on behalf of said Commission and Department. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. , Notary Public Resident of the County, Indiana My commission expires: EXHIBIT A LEGAL DESCRIPTION EXHIBIT A PARCEL 1. Lot Numbered One (1) as shown. on the recorded Plat of Bosch Corporation Minor Subdivision recorded May 16, 2006 as Document Number 0619744 in the Office of the Recorder of St. Joseph County, Indiana PARCEL II: 'Lot Numbered Seventeen (17) as shown on the recorded Plant of Kaley's Subdivision 'to the City of South Bend, Indiana, recorded July 16, 1'900 in Plat Book 7, page 73 in the Office of the Recorder of St. Joseph County, Indians PARCEL III: Lot Numbered Eighteen (18) as shown on the recorded. Plat of Kaley's First Subdivision, now within and a part of the City of South Bend, recorded July 16,1900 in Plat Book 7, page 73, in the Office of the Reorder of St. Joseph County, Indiana PARCEL IV: Lot Numbered Nineteen (19) as shown on the recorded Plat of Kaye's Subdivision, now with the City of South bend, recorded July 16, 1900 in Plat Book 7, page 73 in the Office of the Recorder of St. Joseph County, Indiana PARCEL V. Lot slumbered Twenty (20) as shown on the recorded Plat of Kaley's Subdivision, now within the City of South Bend, recorded July 16,1900 in Plat Book 7, page 73 in the office of the Recorder of St. Joseph county, Indiana PARCEL VI: Lots Lumbered Thirty -five (35) and Thirty -six (36) as shown on the. recorded Plat of Kaley's Subdivision, now within the City of South Bend, recorded July l 6,1900 in Plat Book 7, page 73 in the Office of the Recorder of St, Joseph County, Indiana EXHIBIT B REAL PROPERTY ILLUSTRATION AV f EXHIBIT C ENVIRONMENTAL REPORTS Exhibit C List of Environmental Reports Document Date Phase I Environmental Site Assessment, 401 N. Bendix October 25, 2011 Past Environmental Reports in Appendix F to Phase I assessment October 25, 2011 Past Environmental Reports in Appendix G to Phase I assessment October 25, 2011 Fourth Quarter 2011 Compliance Monitoring Report January 26, 2012 Phase I Environmental Site Assessment, 711 N. Bendix January 29, 2012 (Appendices F and G same as in Oct. 25, 2011 Phase I Report) January 29, 2012 Interim Permit Application February 14, 2012 Application for Significant Source and Significant Permit Modification February 15, 2012 Applicability Determination Request February 16, 2012 Applicability Determination Request March 8, 2012 Notice of Permit Approval March 16, 2012 2011 Annual Compliance Certification Report April 12, 2012 2011 Annual Groundwater Monitoring Report April 19, 2012 First Quarter, 2012 Compliance Monitoring Report April 25, 2012 System Operation Report April 25, 2012 Semi - Annual Compliance Status Report April 26, 2012 Notice of Public Comment Period May 17, 2012 Application for Administrative Amendment June 11, 2012 Part 70 Operating Permit June 20, 2012 Notice of Permit Approval June 21, 2012 Remedial Completion Report June 22, 2012 Remediation Completion Report June 22, 2012 Notice of Project Manager Change June 26, 2012 Notice of Permit Approval July 2, 2012 Correspondence regarding 2011 Annual Groundwater Monitoring Report July 3, 2012 Notice of Violation and Proposed Agreed Order July 12, 2012 Second Quarter, 2012 Compliance Monitoring Report July 18, 2012 Analytical Results August 13, 2012 Sustainable Opportunity Policy August 22, 2012 Remediation Completion Report August 28, 2012 Part 70 Operating Permit October 12, 2012 Part 70 Operating Permit Certification October 12, 2012 Notice of Permit Approval October 17, 2012 Office of Air Quality Report December 11, 2012 Adoption of Agreed Order December 13, 2012 Fourth Quarter, 2012 Compliance Monitoring Report January 15, 2013 Remediation Work Plan February 13, 2013 Phase II Environmental Site Assessment March 26, 2013 Annual Compliance Certification Report March 28, 2013 Annual Compliance Certification Review Sheet March 28, 2013 Document Date Annual Groundwater Monitoring Report April 1, 2013 Notice of Resolution April 2, 2013 Air Emission Statement Certification April 4, 2013 Remediation Work Plan April 9, 2013 First Quarter, 2013 Deviation and Compliance Monitoring Report April 12, 2013 Administrative Amendment May 24, 2013 Notice of Permit Approval July 30, 2013 EXHIBIT D ENVIRONMENTAL INDEMNIFICATION AGREEMENT ENVIRONMENTAL INDEMNITY, REMEDIATION, AND ACCESS AGREEMENT THIS ENVIRONMENTAL INDEMNITY, REMEDIATION, AND ACCESS AGREEMENT (this "Environmental Agreement ") is made and entered into by and between the South Bend Redevelopment Commission, existing and operating under the provisions of Indiana Code § 36 -7 -14, as amended (the "Commission "), The City of South Bend, Indiana (the "City "), acting through the Commission, a department of the City and Curtis Products, Inc., an Indiana corporation ( "Curtis" and, collectively with the Commission, the "Parties "). WHEREAS, the Commission and Curtis have entered into that certain Contract for Purchase and Sale, dated December 12, 2013 (the "Curtis Purchase Agreement "), in which, subject to the terms and conditions set out therein, Curtis has agreed to purchase and the Commission has agreed to sell certain improved real estate in the City of South Bend, St. Joseph County, Indiana, as more particularly described in Exhibit A attached hereto (the "Property "); WHEREAS, the Commission has furnished to Curtis the environmental reports listed on Exhibit B attached hereto (the "Environmental Reports ") indicating as stated therein that the soils and groundwater of the Property are contaminated by "Hazardous Substances" (as defined herein); WHEREAS, pursuant to an August 17, 2000 Environmental Remediation Agreement, License and Easement (the "Honeywell ERA "), former owner of the Property Honeywell International, Inc. ( "Honeywell ") has undertaken remediation of the Property through the Indiana Department of Environmental Management's ( "IDEM ") Voluntary Remediation Program ( "VRP„ ). WHEREAS, Robert Bosch Corporation ( "Bosch) purchased the Property from Honeywell pursuant to an Agreement of Sale dated August 1, 2000 (the "Honeywell Sale Agreement "); WHEREAS, the City took title to the Property on August 17, 2000 and assigned the title to the Commission on December 5, 2012. WHEREAS, Bosch and the City have entered into that certain Environmental Indemnification Agreement dated April 2, 2013 (the "Bosch Indemnification ") in which Bosch indemnifies the City against Claims relating to existing environmental contamination at the Property; WHEREAS, Curtis has obtained a phase I environmental site assessment report with respect to the Property, dated April 11, 2013, from the consulting firm of Jones Petrie Rafinski (the "JPR Environmental Report") and on April 12, 2013 filed with IDEM its application for a so- called "comfort letter" with respect to the Property (the "Curtis Application "). WHEREAS, IDEM has issued a letter to Curtis, dated August 16, 2013, that outlines Curtis' statutory liability protections under Environmental Laws (as defined in paragraph 1 below) for Existing Environmental Conditions (as defined in paragraph 2 below) (the "Comfort Letter "). WHEREAS, the Comfort Letter requires Curtis to take certain steps in order to maintain its liability protections, one of which is to perform an investigation into potential vapor intrusion resulting from the existing volatile organic compound ( "VOC ") contamination in the groundwater under the Property and mitigate exposure to potential vapor intrusion if necessary, which contamination is currently being addressed by Honeywell through the VRP. WHEREAS, the Commission and Curtis each wish to conclude the sale of the Property from the Commission to Curtis as contemplated by the Curtis Purchase Agreement, and the entry into this Environmental Agreement is a condition to the obligations of the Parties to conclude that sale. NOW, THEREFORE, for and in good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. The following definitions will apply to the listed terms wherever they appear in this Environmental Agreement. Moreover, each defined term stated in a singular form or plural form shall include the other. Each defined term stated in a masculine form or feminine form shall include the other. Capitalized terms not defined in this Paragraph 1 shall have the same meaning as defined elsewhere in the Environmental Agreement. a. "Certificate of Completion" means the certification by the commissioner of IDEM in accordance with and pursuant to IC 13- 25 -5 -16 and the VRA. b. "Claim" means all claims, third party claims, causes of action, lawsuits, cross - claims, counterclaims, obligations, liabilities, rights, demands (including letter - demands, notices, or inquiries from any person or government agency), penalties, assessments, losses, damages, requests, suits, lawsuits, costs (including attorneys' fees and expenses), interest of any kind, actions, administrative proceedings, criminal proceedings, or orders, of whatever nature, character, type of description, whenever and however occurring, whether at law or in equity, and whether sounding in tort or contract, or any statutory, regulatory, or common law claim or remedy of any type, arising directly or indirectly, in whole or in part, from any action a Party may take against a person to recover the Party's costs for the investigation or remediation of the Property or to compel or enjoin a person to investigate or remediate the Property. c. "Engineering Controls" shall mean Remediation Work taken to contain or control Environmental Conditions or exposure to Environmental Conditions at, on, or under the Property, including, but not limited to maintaining impervious caps over portions of the Property. d. "Environmental Conditions" means the actual, alleged, or threatened, presence, discharge, dispersal, release, escape, migration, seepage or abandonment of any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to, Hazardous Substances as defined below, vapors, soot, fumes, acids, alkalis, 2 toxic chemicals, waste materials, including medical infectious and pathological waste, low -level radioactive waste and material, microbial matter at, on or under the Property, the atmosphere or any watercourse, body of water or groundwater, or any Hazardous Substances that have migrated or are migrating or that have emanated or are emanating from the Property in surface water or groundwater. e. "Environmental Law" shall mean, as amended and as now in effect, any and all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation. f. "Hazardous Substance" means, without limitation, any substance, chemical, material or waste, whether solid, liquid, gaseous or thermal, (i) the presence of which causes a nuisance or trespass of any kind; (ii) which is regulated by any Environmental Law as defined herein because of its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic, infectious, radioactive, or other hazardous property or because of its effect on the environment, natural resources or human health and safety, including, but not limited to, petroleum and petroleum products, polychlorinated byphenyls, trichloroethylene, trichloroethane and other chlorinated industrial solvents, and a volatile organic compounds; or (iii) which is designated, classified, or regulated as being a hazardous or toxic substance, material, pollutant, waste (or a similar such designation) under any federal, state or local law, regulation or ordinance, including under any Environmental Law such as the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Emergency Planning and Community Right -to- Know Act (42 U.S.C. §11001 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §1801 et seq.), or the Clean Air Act (42 U.S.C. §7401 et seq.), or Indiana Environmental Legal Action statute (I.C. § 13 -30 -0, et seq.). g. "Institutional Controls" shall mean Remediation Work taken to restrict access to, or use of, the Property, including but not limited to deed restrictions. h. "Remediation Objectives" shall mean the receipt of a Certificate of Completion, or other equivalent approval, from IDEM, finding that Remediation Work at the Property has been satisfactorily completed to the least stringent standard that allows Curtis's use of the Property for industrial, office, laboratory or warehousing activities. 3 i. "Remediation Work" shall mean any and all actions needed under the VRA and VRP or otherwise to accomplish the Remediation Objectives as defined herein, including: (i) investigations of Environmental Conditions, such as but not limited to assessments, risk assessments, remedial investigations, sampling, testing, monitoring or the installation or closure of monitoring wells; and (ii) actions taken to address Environmental Conditions, such as, but not limited to, removal or remedial actions to address Environmental Conditions, installation and use of sumps, trenches, barriers or other systems for long term treatment or control of soils, surface water or groundwater, and deed and/or other use restrictions or Institutional or Engineering Controls, as defined herein, imposed on the Property to address Environmental Conditions. "US EPA" means the United States Environmental Protection Agency, and any successor agency of the United States government. j. "VRA" means that certain Voluntary Remediation Agreement dated January 25, 1999, between Honeywell and IDEM with respect to the Real Property in accordance with the Indiana Voluntary Remediation Program pursuant to Indiana Code 13 -25 -5 ( "VRP "). 2. Existing Environmental Conditions. The Parties acknowledge that there are certain Hazardous Substances on, at, or under the Property which are in excess of the Indiana Department of Environmental Management's ( "IDEM ") clean-up criteria or screening levels ( "Existing Environmental Conditions "), as and to the extent described in the Environmental Reports. The Commission acknowledges that it has received the Curtis Application (together with the JPR Environmental Report which is a part thereof) and represents hereby that has no knowledge of information that would render the Curtis Application materially incomplete or inaccurate. 3. Current Remediation Efforts. Honeywell continues to remediate the Existing Environmental Conditions under the oversight of IDEM pursuant to the Honeywell ERA. Curtis and the Commission each acknowledges and agrees that the rights granted to Honeywell and obligations of Bosch reflected in the Honeywell ERA run with the land and that, as a successor in title to the Property, Curtis shall be bound by those rights and obligations, and shall have the benefits of all of the rights granted to Bosch reflected in the Honeywell ERA, as successor in interest to Bosch thereunder. 4. The Commission's Indemnification. Subject to the terms of this Environmental Agreement, the Commission and the City each agrees to release, indemnify and hold harmless Curtis, any entity in which Curtis has a controlling interest or under common control with Curtis, and their respective shareholders, directors, officers, agents, employees, and any assignees under Paragraph 12 of this Agreement, against and with respect to any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and environmental consulting or sampling fees or expenses (the "Environmental Costs ") which may be imposed upon, incurred by or asserted against any of them pursuant to the requirements of any governmental authority, including but not limited to the IDEM and the US EPA, and any unrelated third party, arising out 4 of, in connection with or relating to (i) the Existing Environmental Conditions described in Paragraph 2 above, or (ii) any other Environmental Condition, known or unknown, existing, arising or occurring on or prior to the date of this Environmental Agreement. 5. Curtis's Indemnification. Subject to the terms of this Environmental Agreement, Curtis agrees to release, indemnify and hold harmless the Commission, the City, and any subdivision or agency thereof, including any public officials, directors, officers, agents, employees, and any assignees under Paragraph 12 of this Agreement, against and with respect to any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and Environmental Costs which may be imposed upon, incurred by or asserted against any of them pursuant to the requirements of any governmental authority, including but not limited to the IDEM and the US EPA, and any unrelated third party, arising out of, in connection with or relating to (i) any Environmental Conditions (including but not limited to the release of Hazardous Substances) not existing on the date of this Environmental Agreement, but rather arising or occurring after the date of this Environmental Agreement, or (ii) any exacerbation by Curtis or its directors, officers, agents, employees, contractors, invitees, and any assignees under Paragraph 12 of any Environmental Condition covered by the Commission's Indemnification under Paragraph 4. 6. Claims. Each indemnified party (the "Indemnitee ") shall give the indemnifying party (the "Indemnitor ") prompt written notice of any Claim asserted against one or more of the indemnified persons or entities under Paragraphs 4 and 5 which may give rise to a claim of indemnification under this Environmental Agreement. If the Claim is covered by Paragraphs 4 or 5, the Indemnitor shall undertake the defense of such claim, demand, action, controversy or suit by counsel of its choosing (reasonably satisfactory to the Indemnitee) at its sole cost and expense. The Indemnitee shall give the Indemnitor and its counsel reasonable assistance and cooperation with respect to such defense. The Indemnitor shall not be obligated to pay any legal or defense costs for Claims not covered by its respective indemnity. If investigative or remedial work is required to resolve any Claim covered by Paragraphs 4 or 5, the Indemnitor shall have the right to select the environmental consultant and shall pay for such work at its sole cost and expense. The Indemnitor shall not be obligated to pay any costs for investigative or remedial work not covered by its respective indemnity. If the Indemnitor, within thirty (30) days after notice of any Claim covered by Paragraphs 4 or 5, fails to undertake a defense, the Indemnitee shall have the right to undertake a defense, including compromise or settlement thereof with counsel of their choosing, and to select an environmental consultant to perform environmental investigation and remediation work required to address such Claim by an applicable government authority. The Indemnitor shall be responsible for reimbursing the Indemnitee for reasonable legal fees and Environmental Costs. The Indemnitor shall retain the right to assume such defense and environmental work, with legal counsel and an environmental contractor of its choosing (reasonably satisfactory to the Indemnitee). Except as provided in this Paragraph 6, the Indemnitee shall not hire any legal counsel or environmental consultant to address any Claim covered by Paragraphs 4 or 5, unless it is at the Indemnitee's sole cost and expense. 5 7. Term of Indemnity. The cross - indemnifications set forth in Paragraphs 4 and 5 above shall automatically expire on the date that is 35 years from the date of this Environmental Agreement. 8. Remediation. Subject to the terms of this Environmental Agreement, the Indemnitor agrees to promptly perform (or cause to be promptly performed) the environmental investigations and corrective actions necessary to complete Remediation of any Environmental Condition at the Property covered by the Indemnitor's indemnification, to the extent required by the IDEM and any other governmental authorities with jurisdiction over the Hazardous Substances and contamination at the Property. As used herein, "Remediation" means (i) performing environmental property assessment activities (which may include taking soil borings and the installation, sampling and maintaining of groundwater monitoring wells and /or other monitoring points and related activities) on the Property to complete an assessment of the Property as required by IDEM or other governmental authorities or any court of competent jurisdiction; (ii) performing corrective action to diligently remediate such Hazardous Substances consistent with the rules, regulations and requirements of IDEM or other governmental authorities or any court of competent jurisdiction. Any such Remediation shall be considered complete upon the issuance of a letter from IDEM or other governmental authority stating that no further action is necessary concerning the Property (a "NFA Letter "). Upon termination of the Remediation, the Indemnitor shall decommission any remaining monitoring points and other corrective action equipment and restore the surface of the Property affected by the decommissioning to substantially the same condition which existed prior to such decommissioning in accordance with the rules and regulations of IDEM or other applicable government authority. The Parties further agree and understand there is currently a voluntary remediation being performed by Honeywell pursuant to IDEM's Voluntary Remediation Program. This remediation shall be considered complete upon the issuance of a Certificate of Completion or the equivalent from IDEM, together with a covenant not to sue from IDEM, which runs with the land that addresses all Environmental Conditions addressed in the Honeywell VRA. 9. VVa or Intrusion Investigation. The Commission agrees to seek Honeywell's commitment to perform any vapor intrusion investigation or mitigation work required by IDEM as part of the Comfort Letter process. Curtis agrees to provide to the Commission all reasonable assistance and cooperation in securing Honeywell's commitment to perform this work. In the event that the Commission is unable to secure Honeywell's commitment to perform the investigation and/or mitigation work, the Commission agrees to fund the investigation and /or mitigation work and then seek reimbursement or indemnification from Honeywell. The Commission agrees that all vapor intrusion investigation and mitigation work conducted by Honeywell or the Commission shall comply with Environmental Laws and any applicable IDEM guidance. 10. Access. Curtis shall cooperate in allowing Honeywell, Bosch, and the Commission, as well as their respective agents and contractors access to and use of the Property at all reasonable times to the extent reasonably required to undertake any investigation or remediation work contemplated in this Agreement including, but not limited to, any such work covered the indemnity set forth in Paragraph 3. This license to access the Property shall continue for as long as is necessary to complete the remediation. The Commission will provide Curtis with reasonable prior notice of its access to the Property will make every commercially reasonable effort to limit its access to the Property to avoid materially interfering with Curtis' conduct of its business operations on the Property and will compensate Curtis as set out below with respect to disruption. Curtis will take reasonable actions to ensure that its agents, employees, contractors, and invitees are aware of the location of any monitoring wells or other remediation equipment in order to avoid damage thereto and potential exacerbation of any Hazardous Substances. Curtis shall not intentionally or unreasonably impair Honeywell, Bosch or the Commission's ability to comply with applicable environmental laws or to perform the investigation and remediation work. Curtis shall, at the sole cost of the party seeking such access, cooperate with and assist Honeywell, Bosch, and the Commission in obtaining any required approvals, consents, permits or related documents required for the performance of the investigation and Remediation work. Any costs incurred by Curtis for the foregoing shall be reasonable. Curtis shall coordinate with the Honeywell, Bosch, and the Commission with respect to any construction activities conducted at the Property by Curtis so as to minimize any interference with the investigation and remediation work. The Honeywell ERA provides that Honeywell shall make certain payments in connection with disrupting the use of the Property on terms set forth therein. The Commission will, at the request of Curtis, diligently seek payment for Remediation Work that materially disrupts Curtis's use of the Property and, if the Commission receives any such payments from Honeywell, the Commission shall forward those payments to Curtis within ten (10) days of receipt. If the Commission is obligated to perform Remediation Work pursuant to this Environmental Agreement and such Remediation Work materially and directly disrupts Curtis's ongoing use of more than two - thousand square feet (2,000 sq. ft.) of internal floor area in the Property (the total area of which shall be referred to herein as the "Interruption Area ") for more than 14 consecutive days, the Commission shall thereafter pay to Curtis a "Daily Interruption Fee" calculated as a daily rate based on $2.50 per square foot per year for each day after the fourteenth day until such material and direct disruption ceases. The Commission's obligation to pay the Daily Interruption Fee shall not exceed $250,000. 11. Use. The Property may be used for industrial purposes and office, laboratory or warehousing activities (the "Permitted Use "). Curtis agrees to accept those Engineering Controls and Institutional Controls, including but not limited to executing and recording deed restrictions and capping of certain areas of the Property, needed to accomplish the Remediation Objectives. Curtis specifically agrees that the Property shall not be used for purposes or activities inconsistent with attaining and maintaining the Remediation Objectives. Without limiting the foregoing, Curtis specifically agrees the Property shall not be used for residential activities or for activities inconsistent with the Permitted Use, including, without limitation, hotels, hospitals, daycare centers, schools, bulk food storage or processing, or outdoor recreation. Curtis may not 7 use the Property for any other purpose other than the Permitted Use without the prior written consent of the Commission, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Curtis may lease the Property to third - parties as long as lessee's use is consistent with the Permitted Use. The Commission has confirmed with Honeywell that Honeywell does not consider the operation of an onsite cafeteria, the primary purpose of which is food service for Curtis employees and guests to be a prohibited "bulk food storage or processing" under the property use restrictions set forth in the ERA. The Parties recognize that from time to time Curtis may need clarification regarding whether specific proposed activities qualify as a Permitted Use. The Commission agrees that when questions exist as to whether a specific proposed activity is considered a Permitted Use, written confirmation from Honeywell shall qualify the proposed activity as a Permitted Use. When specific activities are proposed by Curtis, the Commission will use best efforts to obtain timely written confirmations from Honeywell regarding whether specific activities are deemed a Permitted Use. Curtis also specifically agrees not to extract or use groundwater under, in, or about the Property for any purpose other than Remediation Work, unless the Commission in its sole discretion consents in writing to such other use. Curtis shall not alter, change, modify, damage or disturb any Engineering Controls or Institutional Controls without the Commission's written consent, which consent shall not be unreasonably withheld. In the event Curtis alters, changes, modifies, damages or disturbs any Engineering Controls or Institutional Controls, with or without the Commission's consent, Curtis shall be responsible, at Curtis's sole cost and expense, for (i) restoring as near as reasonably possible such Engineering or Institutional Controls to their pre- existing condition, and (ii) any additional Remediation Work necessitated by any such alteration, change, repair, modification, damage or disturbance. 12. Sampling and Tests. To the extent required by the Honeywell ERA, Curtis agrees that it shall not, directly or indirectly, either itself or through its agents, employees or contractors, conduct, order, or permit any sampling, tests or inspections relating to the possible presence of Hazardous Substances contamination of any soil, water, aquifer or other environmental media in, on, or under, or in the vicinity of the Property unless required by law (including but not limited to any sampling, testing, or inspections required in connection with any improvements to be constructed from time to time on the Property). This paragraph notwithstanding, in an emergency, Curtis will notify the Commission in writing of any additional desire for sampling, testing, or inspections and the basis for its request. The Commission may thereafter, in its reasonable discretion, determine whether and how to (i) permit Curtis to perform such sampling, testing, or inspections; or (ii) conduct any sampling, testing, or inspections, using such environmental consultants of the Commission's choice, and provide split samples for independent analysis by Curtis or its consultant at Curtis's expense. 13. Assignment. Upon written notice to the Commission, Curtis may assign its rights under this Environmental Agreement to any future interest holder in the property provided that: (i) The proposed assignee assumes in writing all the obligations of Curtis under this Environmental Agreement; and (ii) Within fifteen (15) days of receiving written notice of the proposed assignment the Commission does not reasonably object to the assignment. For purposes of this Section, a reasonable objection by the Commission is one accompanied by reasonable evidence that the proposed assignee has a history of material, unaddressed non- compliance with Environmental Laws. 14. No Third Party Benefit. This Environmental Agreement is not intended to inure to the benefit of any third party, against whom the Parties reserve any and all rights, claims and defenses. 15. Notices. All notices to be given under this Environmental Agreement shall be in writing and shall be deemed to have been given and served when delivered in person, the next business day after being sent, charges prepaid, by Federal Express, UPS or similar overnight carrier, or the second business day after depositing notice in the United States mail, postage pre- paid, in each case to the address set forth below or such other address as either party may have last specified by written notice to the other: If to the Commission: Scott Ford, Executive Director Community Investment Department City of South Bend, Indiana 14t Floor, County -City Bldg. 227 W. Jefferson Boulevard South Bend, Indiana 46601 With a copy to: Richard A. Nussbaum, II Sopko, Nussbaum, Inabnit & Kaczmarek 210 S. Michigan St., 5th Fl. Plaza Bldg. South Bend, Indiana 46601 and City Attorney of South Bend, Indiana 14th Floor, County -City Bldg. South Bend, Indiana 46601 If to Curtis: David Heckaman, President Curtis Products, Inc. 228 East Bronson South Bend, Indiana 46624 1 With a copy to: Barnes & Thornburg LLP 100 North Michigan, 6th Floor South Bend, Indiana 46601 Attn: Peter Trybula 16. Multiple Counterparts. This Environmental Agreement may be executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Environmental Agreement constituting an original contract. 17. Paragraph Headings. This Environmental Agreement shall be construed without reference to paragraph headings which are inserted only for convenience of reference. 18. Entire Agreement. This instrument contains the entire agreement of the parties relating to environmental investigation, remediation, and indemnification for the Property and supersedes all prior oral or written understandings, agreements or contracts, formal or informal, between the parties hereto pertaining to said subject. 19. Controlling Effect of This Agreement. To the extent that any provision in this Environmental Agreement conflicts with any provision in the Curtis Purchase Agreement or any other agreement related to the purchase and sale of the Property described therein, this Environmental Agreement shall control. 10 IN WITNESS WHEREOF, the undersigned executed and delivered this Environmental Indemnity, Remediation, and Access Agreement on the date set forth below the name of each. CURTIS PRODUCTS, INC. By: Its: Dated: SOUTH BEND REDEVELOPMENT COMMISSION By: Its: Dated: ATTEST: By: Its: Dated: �� 10 �� � �.Y � 1 I 1 I 16819-1112M By: Its: Dated: ATTEST: By: Its: Dated: EXHIBIT A SBDS01JBOWERS387793v2 EXHIBIT E PROMISSORY NOTE PROMISSORY NOTE $1,048,000.00 South Bend, Indiana January 2, 2014 For value received, CURTIS PRODUCTS, INC., an Indiana corporation ( "Buyer ") promises to pay to the order of THE SOUTH BEND REDEVELOPMENT COMMISSION, existing and operating under the provisions of Indiana Code Section 36 -7 -14, as amended ( "Seller "), the sum of One Million Forty-Eight Thousand and 00 /100ths Dollars ($1,048,000.00), without interest thereon. Principal shall be paid in a single installment due January 2, 2016. Buyer may prepay the unpaid principal balance of this Note, in whole or in part, at any time or from time to time without premium or penalty. Any of the following shall constitute an event of default under this Note: (i) the failure of Buyer to make a payment hereunder within five (5) business days of the date such payment is due; (ii) the filing of any petition or the commencement of any proceeding voluntarily by Buyer for any relief under any bankruptcy or insolvency laws or any law relating to the relief of debtors or the consent by Buyer to the entry of any order in an involuntary case; or (iii) the entry of an order or decree by a court of competent jurisdiction in any involuntary case, that is for the relief against Buyer under any bankruptcy or insolvency laws or any law relating to the relief of debtors which is not dismissed within thirty (30) days. Failure of Seller to at any time exercise any of the foregoing or any other rights of Seller hereunder shall not constitute a waiver thereof, nor shall it be a bar to exercise of any of the foregoing rights at a later date. Upon an event of default hereunder, Seller shall provide Buyer with written notice of default, and if Buyer fails to cure such default within ten (10) business days after receiving Seller's notice, (i) then from and after any such default and until such time as any such default is cured, Buyer shall pay interest to the Seller on the entire principal amount then outstanding under this Note at the default rate of interest equal to the non - default rate of interest plus three percent (3.00 %) per annum, (ii) all of the indebtedness evidenced hereby and remaining unpaid shall, at the option of Seller, become immediately due and payable. If this Note is in default, the default rate of interest stated herein shall continue to apply following the entry of any judgment on this Note notwithstanding any applicable statutory post judgment interest rate. At all times, Buyer shall have the right to offset against any amounts then due and owing or hereafter arising under the terms of this Note, any full or partial amount owed to Buyer by Seller at any time under the terms of the Purchase Agreement. Failure of Seller to at any time exercise any of the foregoing or any other rights of Seller hereunder shall not constitute a waiver thereof, nor shall it be a bar to exercise of any of the foregoing rights at a later date. Buyer and all other parties liable herefor, whether principal, guarantor, endorser or otherwise, hereby severally waive demand, notice and protest, and waive all recourse to suretyship and guarantorship defenses generally, including but not limited to, any extensions or postponements of time for payment or performance which may be granted to the Buyer or to any other liable party, any modifications or amendments to this Note or any document securing payment and performance hereof, any act or omission to act by or on behalf of Seller in enforcing its rights under this Note, any substitution, exchange, or release of security, and all other indulgences of any type which may be granted by Seller to the Buyer or any other party liable herefor, including any or all additions or releases of any other parties primarily or secondarily liable herefor. All of the foregoing promises shall bind the undersigned and all other parties hereto, whether maker, endorser, surety, guarantor or otherwise, together with its or their respective heirs, personal representatives, successors and assigns, jointly and severally. If any obligation or portion of this Note is determined to be invalid or unenforceable under law, it shall not affect the validity or enforcement of the remaining obligations or portions thereof. This Note is executed as an instrument under seal and shall be construed in accordance with and be governed by, the laws of the State of Indiana. Any claim, controversy or dispute arising out of or relating to this Note or breach thereof shall be resolved by the federal courts in the Northern District of Indiana, South Bend Division or, if federal jurisdiction is not available, the state courts of the State of Indiana located in St Joseph County, Indiana. Each party consents to the exclusive jurisdiction of those courts and waives any objection (including any objection due to lack of convenience) it may now or hereafter have to any action brought in those courts. The undersigned warrants that the loan evidenced by this Note has been obtained only for business purposes, and not for personal, family or household purposes. SBDS02 438122v3 Irm "BUYER" CURTIS PRODUCTS, INC. I: David Heckaman, President EXHIBIT F Deed for the Property RETURN TO: Barnes & Thornburg 100 North Michigan, 6th Floor South Bend, Indiana 46601 Attn: Peter Trybula AUDITOR'S RECORD Transfer No. Taxing Unit Date MAIL TAX STATEMENTS TO: Curtis Products, Inc. 228 East Bronson South Bend, Indiana 46624 Attn: Dave Heckaman, President Property 401 North Bendix Drive Tax ID No. Address: South Bend, IN 46628 LIMITED WARRANTY DEED THE SOUTH BEND REDEVELOPMENT COMMISSION, the Grantor Releases and Quit Claims to CURTIS PRODUCTS, INC., 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 real estate located in St. Joseph County, in the State of Indiana, described on Exhibit attached hereto. The Grantor herein and its successors shall warrant and defend the title to the real estate above - described to said Grantee, its successors and assigns, against the lawful claims and demands of all persons claiming by, through or under the said Grantor, but none other. Signed and dated this second (2nd) day of January, 2014. THE SOUTH COMMISSION By: Printed: Title: BEND REDEVELOPMENT STATE OF INDIANA ) SS: ST. JOSEPH COUNTY ) Before me, a Notary Public in and for said County and State, personally appeared ' and acknowledged the execution of the foregoing Quit Claim Deed on the day of , 2014. My Commission Expires: , Notary Public Residing in St. Joseph County 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 46624. 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, II. EXHIBIT G AGREEMENT FOR EASEMENT SBDS02 937708v9 AGREEMENT FOR EASEMENT THIS AGREEMENT, made as of January 2, 2014 by and between the City of South Bend, Indiana by and through its Board of Public Works (the "Board ") and Curtis Products, Inc., an Indiana Corporation with offices located in South Bend, Indiana ( "Curtis ") (individually, "Party" or collectively "Parties "). BACKGROUND A. Curtis is purchasing a parcel of land (the "City Parcel ") in the City of South Bend, St. Joseph County, Indiana, the legal description of which appears on Exhibit "A" hereto; and B. An Electric Substation and associated conduit is owned by the Board and is depicted on Exhibit `B" (collectively "Electric Substation "). The Electric Substation provides electrical service to the City Parcel. C. Curtis desires to obtain an access easement to the Electric Substation in order to insure the continuous supply of electricity to the City Parcel. D. The Board is willing to provide Lessee the easement requested pursuant to the terms and conditions provided herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows: 1. Incorporation of Background. The allegations contained in the Background are incorporated into the operative provisions of this Agreement as if fully set out herein. 2. Grant of Easement and Term. The Board hereby grants to Curtis an exclusive easement for the purpose of accessing the Electric Substation to facilitate the continuous supply of electrical power to the City Parcel, including but not limited to the installation, storage, maintenance and removal of equipment related to providing electric power to the City Parcel . The term of this easement shall begin after Curtis has supplied the Note and Letter of Credit, as defined in that certain Contract for Purchase and Sale between Curtis and the South Bend Redevelopment Commission (the "Commission "), to the Commission. After Curtis has paid the principal and any other amounts due under the Note, the term of the easement shall become perpetual and this easement shall be permanent. In the event Curtis shall fail to pay the principal and any other amounts due under the Note to the Commission beyond any cure period provided in the Note, the Board shall have the option to terminate the Easement upon written notice to Curtis. In the event that Curtis determines the City Parcel no longer requires electrical power from the Electric Substation, Curtis shall notify the Board in writing and this Easement shall automatically terminate at that time. During the term of this Easement and subject to the Board's retained rights, no person or entity other than Curtis shall be afforded access to the Electric Substation by the Board. Following any termination of this Easement, the Parties agree to cooperate in good faith and execute any documents necessary to remove or otherwise correct references to the Easement in the relevant land records. 3. Retention of The Board's Rights. The Board hereby reserves to itself the right to inspect the Electric Substation during Curtis normal hours of operation upon reasonable notice to Curtis. The Board shall hold Curtis harmless from any costs and expenses, and any damage to the Electric Substation, including the claims of third parties and any costs of defense, resulting from any interruption of Curtis's use of the Electric Substation or electrical power to the City Parcel related to the Board's use (or the use by any other person authorized by the Board, other than Curtis) of the Electric Substation. 4. Maintenance. Curtis shall, at its sole expense, maintain the easement including the Electric Substation. Curtis shall hold the Board harmless from any costs, including the claims of third parties and any costs of defense resulting from Curtis's use of the Electric Substation. 5. License. To the extent that either Party must enter upon the property of the other Party in order to perform any obligation hereunder, the owner of such property hereby grants the Party a license to enter and perform such obligation, provided that: (a) the Party entering the property shall defend, indemnify, and hold such owner harmless from any claim, damage, loss, or expense incurred by such owner arising out of the entry; (b) the Party entering the property shall repair any physical damage caused to the owner's property in connection with the entry; and (c) the Party entering the property shall not unreasonably interfere with the business or other activities occurring on such property. 6. Covenants Running with the Land. All of the provisions of this Agreement are intended to be, and shall be construed as, covenants running with the land and appurtenant to the City Parcel and the Electric Substation, and shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective transferees, successors and assigns. 7. Notices. During the term of this Agreement, or until written notice of a change in address is delivered to the other Parties, notices shall be sent in writing and delivered personally or sent by certified or express mail or by facsimile transmission to the following addresses: Curtis: Dave Heckaman, President Curtis Products, Inc. 228 East Bronson South Bend, Indiana 46624 With copy to: Peter Trybula Barnes & Thornburg 100 North Michigan, 6th Floor South Bend, Indiana 46601 The Board: c/o Clerk of Board of Public Works 13th Floor County City Building South Bend, IN 46601 With copy to: Richard A. Nussbaum, II Sopko, Nussbaum, Inabnit & Kaczmarek 210 S. Michigan St., 5th Fl. Plaza Bldg. South Bend, Indiana 46601 and Cit� Attorney of South Bend, Indiana 14t Floor, County -City Bldg. South Bend, Indiana 46601 All such notices shall be deemed to have been given on the date they are delivered personally or faxed, on the day after the date on which they were sent by express mail, or two days after the date they were sent by certified mail. 8. Relationship of the Parties. Nothing contained in this Agreement nor any act of the Parties shall be construed to create a principal and agent, joint venture, partnership, or similar relationship between the Parties, nor shall anything contained in this agreement or any act of the parties be construed to render any party liable for the debts or obligations of any other Party. 9. Authority. The person executing this Agreement on behalf of a Party represents that he or she has the authority to bind that Party. 10. Modification. No modification of this Agreement will be effective unless in writing and signed by all of the Parties. 11. Entire Agreement. This Agreement, including the attached Exhibits, contains the entire contract between the Parties and all of the terms and conditions to which the Parties have agreed and supersedes all prior oral or written agreements or understandings concerning the subject matter. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 13. Interpretation. No provision in this Agreement shall be interpreted for or against any Party because that party or that party's legal representative drafted the provision. 14. Captions. All headings contained in this Agreement are intended for convenience only and are not to be deemed or taken as a summary of the provisions to which they pertain or as a construction thereof. 15. Counterparts. This Agreement may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. [Signature Pages to Follow] IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year first above written. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President Michael Mecham, Member Donald E. Inks, Member Mark Neal, Member Kathryn Roos, Member Linda M. Martin, Clerk STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Date Date Date Date Date Date Before me, a Notary Public in and for said County and State, personally appeared Gary A. Gilot, Michael Mecham, Donald E. Inks, Mark Neal, Kathryn Roos, and Linda M. Martin, stated under oath that they are the Members and Clerk of the City of South Bend, Board of Public Works and that they have been duly authorized to execute and deliver this Easement on behalf of the partnership and acknowledged the execution of the foregoing Easement on _, 2014. My Commission Expires: , Notary Public Residing in St. Joseph County "CURTIS" Curtis Products, Inc. LIZIA STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) David Heckaman, President Before me, a Notary Public in and for said County and State, personally appeared David Heckaman, and stated under oath that he is the President of Curtis Products, Inc. and that he has been duly authorized to execute and deliver this Easement on behalf of the Corporation and acknowledged the execution of the foregoing Easement on , 2014. My Commission Expires: , Notary Public Residing in St. Joseph County THIS INSTRUMENT PREPARED BY: Richard A. Nussbaum, II, Attorney at Law, 5th Floor - Plaza Building, 210 S. Michigan St., 210 South Michigan Street, 5th Floor, Plaza Bldg., South Bend, Indiana 46601. SBDS02 438369v7