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Memorandum
Monday, January 13, 2014
Investment
TO: City of South Bend Redevelopment Commission
FROM: Debrah Jennings, Staff
SUBJECT: Second Lease Amendment
Please find attached Second Lease Amendment between The South Bend Redevelopment
Commission and Bruno's Pizza.
Bruno's Pizza is requesting to continue their business located at 131 S. Michigan Street with
the term beginning December 31, 2013 and ending November 30, 2016 and the following
rent structure:
December 2013 through November 2014 annual rent $16,800.00
December 2014 through November 2015 annual rent $18,144.00
December 2015 through November 2016 annual rent 19,595.52
Bruno's Pizza has proved to be an excellent tenant with a history of consistent, on -time and
paid in full lease payments.
Staff recommends approval.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV
SECOND AMENDMENT TO LEASE BETWEEN
THE SOUTH BEND REDEVELOPMENT COMMISSION AND
J WELDY, LLC dba BRUNO'S PIZZA
THIS SECOND AMENDMENT is entered into this ) 3Ttday of J uw�. , 2014, by and
between The South Bend Redevelopment Commission (Landlord) and J Weldyd/b /a Bruno's
Pizza (Tenant).
WHEREAS, Landlord and Tenant are parties to a Lease dated August 1, 2010 (Lease) and
further amended June 28, 2011 related to premises located at 131 South Michigan Street, South
Bend, Indiana consisting of 1,530 square feet; and
WHEREAS, the term of the Lease expires at 12:00 midnight, Eastern Standard Time on
November 30, 2013; and
WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to modify
the terms of the Lease as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth
herein, the parties make this Second Amendment to the Lease as follows:
The following provision is added to and modifies "SECTION 3.1." by inserting at
the end of the first paragraph the following:
The Parties agree that the Term of this Lease shall be and hereby is extended
for a period of Thirty Six (36) months to commence on December 1, 2013
and expire at 12:00 Midnight, Eastern Standard Time, on November 30,
2016.
2. "SECTION 1.2. MODIFIED GROSS RENT" shall be modified as follows:
Term
Annual
Modified Gross
Rent
Monthly
Modified Gross
Rent
1211113 - 1 1 ?30/14
$ 16.800 00
S 1.400.00
1211114 - 1 1;30/15
5 18,144.00
$ 1,512.00
1211115 - 11/30;16
3 19,595.52
$ 1,632.96
3. The Parties acknowledge and agree that except as modified herein, all terms and
conditions of the Lease remain in full force and effect.
This Amendment may be executed in counterparts, all of which shall be deemed originals.
The undersigned persons executing and delivering this Amendment on behalf of the Tenant
represent and certify that they are the duly elected officers of Tenant and have been fully
empowered, to execute and deliver this Amendment and that all necessary corporate action has
been taken and done.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to Lease to be
executed for and on their behalf on the day and year first written above.
LANDLORD:
The CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Signature
Printed Name and Title
2
TENANT:
J WELDY, LLC dba BRUNO'S PIZZA
nature
sg� w+ t S �✓2 /
Printed Name and I it le
ATTEST:
STATE OF INDIANA
) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared
, known to me to be the , of the South Bend
Redevelopment Commission and acknowledged the execution of the foregoing First Amendment to Lease.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of
20
, Notary Public
Residing in St. Joseph County, IN
My Commission Expires:
ATTEST:
�o� °�. °E0""S LESLEE A BIBBO
STATE OF INDIANA ) I s.•••••. Notary Public. State of Indiana
SS; rt: *: Elkhart County
ST. JOSEPH COUNTY SEA% Commission a 647992
My Commission Expires
October 01, 2021
B fore me, the undersigned, a Notary Pub ity ancl stare,e onally appeared
AM85 laJb -'2,p _ of J WELDY, LLC dba BRUNO'S PIZZA and acknowledged the execution of the
foregoing First Amendm nt to Lease.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the � day of
MLS 2019.
Notary Public
Residing in IN
My Commission Expires:
EXHIBIT F
FORM OF GUARANTY
(EXHIBIT F -1 when executed)
This Guaranty (the "Guaran "), executed by James Weldy (the "Guarantor ") in favor of the City of South
Bend, Indiana, Department of Redevelopment, a municipal having its principal office at 1400 County-City Building,
227 W. Jefferson Boulevard, South Bend, Indiana, Indiana 46601 (the "Landlord "),
WITNESSETH:
RECITALS
WHEREAS, Landlord has leased to J Weldy, LLC, (the "Tenant "), and Tenant has leased (by Second
Amendment to Lease) from Landlord, certain premises within that certain Building commonly known as 131 S.
Michigan Street, South Bend, Indiana, which premises (the "Premises ") more particularly is described in that certain
Lease entered into by and between Landlord and Bruno Cataldo d/b /a Bruno's Pizza and assigned to Tenant and as
amended (the "Lease ");
WHEREAS, "Obligations" shall mean all obligations, liabilities, and indebtedness of Tenant to Landlord,
now or hereafter existing under the Lease or with respect to the Premises (including, without limitation all Rent
payable by Tenant to Landlord), together with all: (a) interest accruing thereon; and (b) costs and expenses
(including, without limitation, reasonable attorneys' fees) incurred by Landlord in the enforcement or collection
thereof, whether such obligations, liabilities, and indebtedness are direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several, or joint and several; and
WHEREAS, Landlord, as a condition to the Second Amendment to Lease, has required that Guarantor
enter into this Guaranty;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby, Guarantor covenants and agrees as follows:
1. Guarantv. Guarantor absolutely and unconditionally guarantees the full and prompt payment and
performance when due of the Obligations. This Guaranty shall continue, in full force and effect throughout
the Term and thereafter, until all of the Obligations are paid and performed in full.
2. Waivers. Guarantor expressly waives: (a) presentment for payment, demand, notice of demand and
dishonor, protest, and notice of protest and nonpayment or nonperformance of the Obligations; and (b)
diligence in: (i) enforcing payment or performance of, or collecting, the Obligations; (ii) exercising the
rights or remedies under the Lease; or (iii) bringing suit against Tenant or any other party. Landlord shall
be under no obligation: (A) to notify Guarantor of. (i) its acceptance of this Guaranty; or (ii) the failure of
Tenant to timely pay or perform any of the Obligations; or (B) to use diligence in: (i) preserving the
liability of Tenant or any other party; or (ii) bringing suit to enforce payment or performance of, or to
collect, the Obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (y)
given to sureties or guarantors at law or in equity, other than the actual payment and performance of the
Obligations; and (z) based upon questions as to the validity, legality, or enforceability of the Obligations.
The payment by Guarantor of any amount pursuant to this Guaranty shall not in any way entitle Guarantor
to any right, title, or interest (whether by way of subrogation or otherwise) in and to: (X) any of the
Obligations; (Y) any proceeds thereof, or (Z) any security therefor. Guarantor unconditionally waives: (1)
any claim or other right now existing or hereafter arising against Tenant or any other party that arises from,
or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and (2) any right
to participate or share in any right, remedy, or claim of Landlord.
Ri fights. Landlord, without: (a) authorization from, or notice to, Guarantor; and/or (b) impairing or affecting
the liability of Guarantor hereunder; from time to time, at its discretion and with or without consideration,
may: (i) alter, compromise, accelerate, or extend the time or manner for the payment or performance of any
or all of the Obligations; (ii) increase or reduce the rate of interest payable on any or all of the Obligations;
(iii) release, discharge, or increase the obligations of Tenant; (iv) add, release, discharge, or increase the
obligations of any other endorsers, sureties, guarantors, or other obligors; (v) make changes of any sort
whatever in the terms or conditions of (A) payment or performance of the Obligations, or (B) doing
business with Tenant or any other party; (vi) settle or compromise with Tenant or any other party on such
terms and conditions as Landlord may determine to be in its best interests; and (vii) apply all moneys
received from Tenant or any other party against the payment of the Obligations (regardless of whether then
due) as Landlord may determine to be in its best interests, without in any way being required to: (A)
marshal securities or assets; or (B) apply all or any part of such moneys against any particular part of the
Obligations. Landlord is not required to retain, protect, exercise due care with respect to, perfect security
interests in, or otherwise assure or safeguard any collateral or security for the Obligations. No exercise, or
failure to exercise, by Landlord of any right or remedy in any way shall: (y) affect: (i) any of the
obligations of Guarantor hereunder; or (ii) any collateral or security furnished by Guarantor; or (z) give
Guarantor any recourse against Landlord.
4. Continuing Liability. Notwithstanding the incapacity, death, disability, dissolution, or termination of
Tenant or any other party, the liability of Guarantor hereunder shall continue. The failure by Landlord to
file or enforce a claim against the estate (either in administration, bankruptcy, or other proceeding) of
Tenant or any other party shall not affect the liability of Guarantor hereunder. Guarantor shall not be
released from liability hereunder if recovery from Tenant or any other party: (a) becomes barred by any
statute of limitations; or (b) otherwise is restricted, prevented, or unavailable.
5. Action by Landlord. Landlord shall not be required to pursue any other rights or remedies before invoking
the benefits of this Guaranty. Specifically, Landlord shall not be required to exhaust its rights and remedies
against Tenant or any other endorser, surety, guarantor, or other obligor. Landlord may maintain an action
on this Guaranty, regardless of whether: (a) Tenant is joined in such action; or (b) a separate action is
brought against Tenant.
6. Default. Guarantor absolutely and unconditionally covenants and agrees that, if. (a) Tenant defaults for any
reason in the payment or performance of all or any part of the Obligations; and (b) Landlord exercises any
of its rights or remedies under the Lease; then Guarantor shall pay, upon demand, such amounts as may be
due to Landlord as a result of the default by Tenant and the exercise by Landlord of its rights or remedies,
without: (i) further notice of default or dishonor; and (ii) any notice with respect to any matter or
occurrence having been given to Guarantor previous to such demand.
7. Preference. If (a) any payment by Tenant to Landlord is held to constitute a preference under any
bankruptcy law; or (b) Landlord is required for any reason to refund any such payment, or pay the amount
thereof to any party; then: (i) such payment by Tenant to Landlord shall not constitute a release of
Guarantor from any liability under this Guaranty; (ii) Guarantor shall pay the amount thereof to Landlord
upon demand; and (iii) this Guaranty shall continue to be effective or shall be reinstated, as the case may
be, to the extent of any such payment.
8. Subordinated Debt. Guarantor expressly agrees that: (a) all Subordinated Debt (as defined below) shall be
subordinated to the Obligations; (b) it shall not receive or accept any payment from Tenant with respect to
the Subordinated Debt at any time from and after an Event of Default; and (c) if it receives or accepts any
payment from Tenant on the Subordinated Debt in violation of this Section, then Guarantor shall: (i) hold
such payment in trust for Landlord; and (ii) immediately turn such payment over to Landlord, in the form
received, to be applied to the Obligations. For purposes of this Guaranty, "Subordinated Debt" shall mean
all obligations, liabilities, and indebtedness of Tenant to Guarantor, together with all interest accruing
thereon, whether such obligations, liabilities, and indebtedness are: (A) direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, joint and several, or evidenced by a written instrument; or (B) now
due or hereafter to be due, now existing or hereafter owed, or now held or hereafter to be held by
Guarantor.
9. Representations. Guarantor hereby represents and warrants to Landlord that: (a) this Guaranty is the legal,
valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms and
conditions; (b) there is no action or proceeding at law or in equity, or by or before any court or
governmental instrumentality or agency, now pending against or, to the knowledge of Guarantor,
threatened against, Guarantor that may materially and adversely affect the financial condition of Guarantor;
(c) all balance sheets, earnings statements, and other financial data that have been or hereafter may be
furnished to Landlord in connection with this Guaranty do and shall represent fairly the financial condition
of Guarantor as of the dates on which, and for the periods for which, such balance sheets, earning
statements, and other data are furnished; (d) all other information, reports, and other papers and data
furnished to Landlord shall be: (i) accurate and correct in all respects at the time given; and (ii) complete,
such that Landlord is given a true and accurate reporting of the subject matter; and (e) Guarantor is
solvent.
10. Statements. Guarantor shall provide to Landlord, within ten (10) days after receipt of a written request
from Landlord, financial statements that include such information and certifications with respect to the
assets, liabilities, obligations, and income of Guarantor as Landlord reasonably may request from time to
time.
11. Miscellaneous. The rights of Landlord are cumulative and shall not be exhausted: (a) by its exercise of any
of its rights and remedies against Guarantor under this Guaranty or otherwise; or (b) by any number of
successive actions; until and unless each and all of the obligations of Guarantor under this Guaranty have
been paid, performed, satisfied, and discharged in full. This Guaranty shall be deemed to have been made
under, and shall be governed by, the laws of the State of Indiana in all respects and shall not be modified or
amended, except by a writing signed by Landlord and Guarantor. This Guaranty shall bind Guarantor and
its successors, assigns, and legal representatives; and inure to the benefit of all transferees, credit
participants, endorsees, successors, and assigns of Landlord. If the status of Tenant changes, then this
Guaranty shall continue, and cover the Obligations of Tenant in its new status, all according to the terms
and conditions hereof. Landlord is relying, and is entitled to rely, upon each and every one of the terms and
conditions of this Guaranty. Accordingly, if any term or condition of this Guaranty is held to be invalid or
ineffective, then all other terms and conditions shall continue in full force and effect. All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in the Lease.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the 13 day of TQn . )2014.
Signature: f u
Printed Name: *Sa. 5 ti/e (J -e