HomeMy WebLinkAbout6B(3) b (3)
r'��°�� T Department of
:.,x , .14'; Community Investment
�'M_I865 i
Memorandum
Monday,April 21,2014
TO: Redevelopment Commission
FROM: Scott Ford
SUBJECT: Agreement with Ivy Tech Community College
Process:
In an effort to solicit a broad range of potential redevelopment opportunities for the former College
Football Hall of Fame, Community Investment staff in collaboration with Newmark, Grubb Cressy&
Everett, which is listing agent for the building, issued a Call for Offers for the reuse of the building in
June 2013. Staff received four proposals submitted by interested parties by July 31st2013.
Although none of the proposals were fully responsive,the Culinary Center Coalition proposal was
developed to a point that merited further discussion. Over the past few months, staff has continued
conversation with the Culinary Center Coalition regarding their proposal and is interested in further
determining the feasibility of the concept.
The other proposals were considered unresponsive and notified of such findings.Additionally, in
March 2014,staff received an offer to purchase the building but the offer was determined to be
unresponsive.
The Culinary Center Coalition proposal calls for the conversion of the former College Football Hall of
Fame building into the Ivy Tech Culinary Arts& Food Education (CAFE)Center.The coalition foresees
an enlarged Ivy Tech culinary arts program in the building with highly visible aquaculture and
hydroponic components.At its full potential,the concept could create a center of interdisciplinary
food and sustainability research,training and public education in the heart of downtown South Bend.
The project could have a great impact on the hospitality industry at both the regional and local levels.
Ivy Tech's concept would help seed culinary entrepreneurship while also maintaining a vibrant
atmosphere around this important downtown anchor.
In order for Ivy Tech to fully explore the feasibility of the project,there is a need for Ivy Tech to have a
public claim on the Hall of Fame for a certain period of time.The attached memorandum of
understanding outlines the terms of such an agreement.
Memo of Understanding:
The attached memo of understanding is an Exclusivity Agreement/Right of First Refusal Agreement
between the Redevelopment Commission and Ivy Tech is structured as a two-phased agreement:
227 W.JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574-235-9021 I SOUTHBENDIN.GOV
1. Exclusivity Period: April 24-October 24th, 2014,the Redevelopment Commission will not
accept any offers for the sale or lease of the building; and, Ivy Tech will have the exclusive
right to propose a project for the reuse of the Hall.
2. Right of First Refusal/Extension Term: Oct 24-Dec 24th:The Redevelopment Commission
could receive offers and would be obligated to notify Ivy Tech and offer matching terms to Ivy
Tech for consideration within 30 days. If those terms were rejected the Commission would
have the right to enter into a separate agreement.
Staff requests approval of the attached memorandum of understanding for former College Football
Hall of Fame with Ivy Tech Community College of Indiana.
227 W.JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574-235-9021 I SOUTHBENDIN.GOV
EXCLUSIVITY AGREEMENT
This Exclusivity Agreement(the"Agreement")is made and entered into on this 24th day
of April,2014(the"Effective Date"),by and between Ivy Tech Community College of Indiana
("Ivy Tech"),and the South Bend Redevelopment Commission(the"Commission"), and arises
out of the following circumstances:
WITNESSETH:
WHEREAS,the South Bend Redevelopment Commission,governing body of the of
South Bend Department of Redevelopment and the Redevelopment District of the City of South
Bend, Indiana, exists and operates under provision of Indiana Code 36-7-14, as amended from
time to time(the"Act"); and
WHEREAS,the Commission and the South Bend Redevelopment Authority(the
"Authority")have previously entered into a lease dated as of November 1, 1993, (the"1993
Lease"),which 1993 Lease has been amended from time to time, for the real estate and
improvements located at 111 South Saint Joseph Street, South Bend Indiana,and commonly
known as the College Football Hall of Fame facility(the"Facility"),the legal description of
which is set forth in Exhibit A attached hereto and incorporated herein(the"Real Estate"); and
WHEREAS,the Commission and the Authority entered into the 1993 Lease for the
purpose of securing the lease rental revenue bonds issued by the Authority for the purpose of
financing the construction of the Facility; and
WHEREAS,the Commission has previously offered the Real Estate for disposition
pursuant to Section 22 of the Act; and
WHEREAS, Ivy Tech has expressed an interest in using the Real Estate for the purpose
of locating a culinary school and related activities in the Facility(the"Ivy Tech Uses"); and
WHEREAS, Ivy Tech and the Commission desire to enter into this Agreement whereby
Ivy Tech shall have exclusive right to enter into a lease(with an option to purchase)for the Real
Estate upon the terms and conditions set forth herein;
NOW,THEREFORE, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration,the receipt and sufficiency of which is
hereby mutually acknowledged,the Commission and Ivy Tech agree as follows:
1. Exclusivity Period. During the Initial Term (as defined herein), Ivy Tech and the
Commission agree that the Commission will not accept any offers for the sale or lease of the
Real Estate and that Ivy Tech shall have the exclusive right to(i)propose a project for use of the
Real Estate by Ivy Tech for approval by the Commission and(ii)negotiate a lease of the Real
Estate for the purpose of undertaking such project(which may contain an option for Ivy Tech to
purchase the Real Estate following the expiration or termination of the 1993 Lease).
2. Right of First Refusal. During the Extension Term(as defined herein)the
exclusivity right set forth in Section is extinguished. Subject to the exception set forth in
Section 3 hereof, should the Commission receive a bona fide offer to lease the Real Estate from a
third party(the"Third Party")during the Extension Term that the Commission would desire to
pursue,the Commission shall give written notice thereof to Ivy Tech(the"Offering Notice")
which Offering Notice shall contain(i)the name and address of the third party lessee; (ii)the
terms and conditions of said offer; and(iii)an offer to lease the Real Estate to Ivy Tech for the
Ivy Tech Uses upon terms and conditions similar to those proposed by said third party or upon
such other terms and conditions as may be agreed to by Ivy Tech and the Commission within
thirty(30)days thereof. If Ivy Tech fails to agree, in writing, to a lease of the Real Estate upon
terms and conditions agreeable to both parties hereto within thirty(30)days of the receipt of the
Offering Notice,the Commission shall have the right to enter into an agreement for the lease of
the Real Estate with the Third Party.
3. - Right of First Refusal Exception. Notwithstanding Section 2 hereof,during the
Extension Term,the Commission may accept an offer-from a Third Party without providing an
Offering Notice to,and extending any right of first refusal by, Ivy Tech if the offer from the
Third Party received by the Commission would create employment opportunities or taxable
assessed value or otherwise lead to the completion of a development that the Commission in its
sole determination finds that such employment,taxable assessed value or type of development
would provide a transformational opportunity to the City of South Bend downtown. In such
event,the Commission shall provide a notice to Ivy Tech that the Commission is terminating this
Agreement. This exception only applies to an offer received by the Commission by a Third
Party during the Extension Term.
4. Term,Extension,Termination and Remedies.
(a) The term of this Agreement(the"Initial Term") shall run from the
Effective Date and,subject to extension or termination as provided herein,
expire on October 24, 2014.
(b) At its option, Ivy Tech may determine to extend the Initial Term for an
additional period, ending December 24,2014(the"Extension Term")by
providing written notice of such extension to the Commission on or before
the expiration of the Initial Term.
(c) Notwithstanding the foregoing,this Agreement shall terminate(i)during
the Initial Term,upon the Commission paying to Ivy Tech$40,000,
reflecting Ivy Tech's investment in a feasibility study for the Real Estate;
2
US.53700158.05
and(ii)during the Extension Term,upon the date of the notice provided to
Ivy Tech by the Commission pursuant to Section 3 hereof. Ivy Tech shall
have no remedies other than those set forth herein.
5. Use of the Real Estate. During the Initial Term and the Extension Term,the
Facility and the Real Estate may be used for any and all uses for which it has commonly been
used and which may be approved by or on behalf of the Commission, including without
limitation any public events or tradeshows being conducted at the Century Center convention
facility.
6. No Right to Record. Neither this Agreement nor any memorandum hereof may
be recorded or otherwise placed of record in the Recorder's Office of St.Joseph County, Indiana
or in any other governmental office.
7. Notices. All notices required pursuant to this Agreement shall be in writing and
shall be deemed given on the date of receipt,by U.S. certified mail with return receipt requested,
by hand delivery,or by overnight courier delivery, if given to the following parties and at the
addresses set forth below unless otherwise changed in writing by either party hereto:
If to Ivy Tech: Ivy Tech Community College of Indiana
Attention: Thomas Coley
220 Dean Johnson Blvd.
South Bend, IN 46601
With a copy to: James G.Clark
Asst. General Counsel
50 W. Fall Creek Parkway North Drive
Indianapolis, IN 46208-5752
If to Commission: South Bend Redevelopment Commission
Attention: Scott Ford
227 W. Jefferson Blvd., Suite 1400
South Bend, IN 46601
With a copy to: Cristal C. Brisco
Corporation Counsel
227 W.Jefferson Blvd., Suite 1200
South Bend, IN 46601
8. Assignment. Ivy Tech may not directly or indirectly assign or transfer any of Ivy
Tech's rights,obligations and interests under this Agreement,to any person or entity without the
prior written consent of the Commission.
3
US.53700158.05
9. No Third Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any person or entity other than the parties hereto and their respective successors
and permitted assigns except as otherwise permitted herein
10. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto and supersedes any prior understandings, agreements or representations by or
between them,written or oral,to the extent they related in any way to the subject matter hereof.
11. Succession. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
12. Governing Law. This Agreement shall be governed in accordance with the laws
of the State of Indiana.
13. Severability. Invalidity or unenforceability of any covenant,condition,term or
provision in this Agreement shall not affect the validity and enforceability of any other covenant,
condition, term or provision in this Agreement.
14. Counterparts. This Agreement may be executed in the original or by facsimile in
any number of counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same agreement.
[Signature Page Follows]
4
US.53700158.05
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day
and year first written above.
SOUTH BEND
REDEVELOPMENT COMMISSION
By:
Marcia I. Jones, President
ATTEST:
Valerie Schey. Secretary
IVY TECH COMMUNITY COLLEGE
OF INDIANA
By: -.., 0.-2„...e..4 e-44-7
Its: Chancellor
A HEST:
----1‘.7-
Its:
US 53700158 05
Exhibit A
Description of Real Estate
US.53700158.05