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1200 County-City Building, 227 West lefierson, South Bend, Indiana 46601-1830 Phone 574/7.35 9311 Fax 574/235-90?1
To:
From:
Subject:
Date:
Redevelopment Commission
Jennifer Laurent
Michiana Broadcasting Development Agreement
Noy°ember 4. ?008
In May of ?008. the Conunissirn~ approved a proposal fi-om Michiana Public Broadcasting (W'NIT)
advancing a concept t~~r relocation of their studios from the current facility in Elkhart to the W SB~f
building at 300 W Jefferson (across the street). The public benefit of the redevelopment prc~jcct is
si~niiicant, as jobs that would otherwise be lost upon WSB~I~~s relocation are replaced. and the
specialized building is occupied and upgraded inunediatcly, with an o~-°erall private investment of
53.700.000.
The contract presented today outlines the teens by which the Commissions assistance of
S 1.000,000 toward funding of consU~uction for the new exterior and public lobby area of the
building will be used. The Commission will acquire a portion of the propeirty. creating a parcel of
laud encompassing the exterior fa~;adcs along Jetcrson and Laiaycttc as ~a-ell as the corner where
the three story atrium lobby will be located. ~'c would work within a professional services
contract with the Troyer Group to create astand-alone project budget f~~r consh~uction work for the
new exterior and lobby and specifications for public bidding, ~~hich would be overseen by the
Board ot~ Public Works as the Commission's agent. Michiana Public Broadcasting agrees to
maintain operations for a minimum often years, fu1t711ing a public arts role in the downtown
through its progranuuing and cultural resowces.
1 can answer any questions you may have. Your approval is recommended.
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DI?VF;LOPMENT AGREEMENT
Bet~~~een the Cite of South Bend Redevelopment Commission
and ~1ichiana Public Broadcasting Corporation
Tf11S Agreement, dated the day of . ?UO~. is made and
entered into bet~~~een the SOf;TH BEND REDEVELOPMENT COMMISSION (the
"Commission") and MICHIANA PUBLIC BROADCASTING CORPORA~fION ("WNI~f"), a
nonprofit corporation organized and duly existing nndcr the laws of huiiana (the South Bcnd
Redevelopment Commission and WNIT being sometimes referred to herein individually as a
~~PBrtV~~ anCl COIICCTIVCI}~ aS the ~~Pal'l1CS~~~.
WHEREAS. WNIT is party to an agreement whereby it has rights and expects to
acduire the real properly commonly known as X00 W. Jefferson Bled., South Bend, Indiana
~G60 L and all imprmements thereon. described in f-ahibit -~n.. (the "Property"): and
WHEREAS. the donation by WNIT to the Commission of a portion of the
Property described in 1-:xhibit °B~~ (the "Donated Propertv~~) ~~ill be made for the sole purpose of
allowing the Commission to renovate and improve portions of the structure (the "Projcct~~)
~~~hercin public broadcasting medu~ services arc to be delivered. such services being hereinafter
detincd; and
WHEREAS. WNf"1~ intends to rcnuxicl and up~~rade the Property, an existing
commercial broadcast facility, into a state of the art center for public media scn°ing a h~~enty-
two (?a) county area. employing the highest and best use of the specialized Property and making
a significant private capital investment in order to improve its interior and exterior appearance
and fimctiontdity: and
~'1 II~:RI-:AS. W'NI~I's proposed im~estment in redevelopment of the sU~ucturc and
relocation of its broadcast opa~ations and associated employment to do~a~nu~wn Sout{~ Bcnd is
representative of, and fw-thers the ~~oals of, the South Bcnd Central De~~clopment Area
Development Plan.
WHEREAS, comprehensive details of programming and direct and indirect
benefits WN[T will provide to the Commission and the residents of the City of South Bend is
attached hereto and made a part hereof as Exhibit "E~~; and
WHEREAS. the Commission considers the Project a benefit to the health and
welfare of all oPthe amuinmit~'s residents. and
WHEREAS, the Commission has identiiicd a public purpose in both U`NI~I~s
physical redevelopment of the buildin~a as ~~~cll as the pro~aramroing and cultural resources ~~~hich
~~~ill be introduced to the Deg clopment Area as a result and
V~'I IEREAS. the Commission ~~~ishcs to participate as a development partner with
WN[T by undertaking certain renovations which ~~ould not otherwise be privately funded. and in
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so doing" the Commission hopes to enh~~nce the viability and ~~ibrancy of the Project.
NOW. THEREFORE, the Parties hereby agree and represent as f~~llo~n~s:
I. The Recitals arc incorporated into the operative provisions of this
Agreement as if ihlly set out herein.
2. WNCf ~~~il] convey lice simple interest in the Donated Property by
quitclaim deed to the Commission. WN[T will not ~~arrant title to the Donated Property nor
provide title insurance, prop ided, hog-re~~er, that the Commission may refi~ain from accepting title
to the Propa-ty if, in its sole discretion. WHIT is unable to convey acceptable title to the
Property.
3. A professional architect architectural firm acceptable to the Conunission.
will assess the renovation needs of the Donated Property. draft plans and develop cost estimates
f~~r the renovation. The renovation plans and cost estimates w-ill be presented by the architect to
the Commission and WNIT t<n~ appro~-al. Once approved. [he architect, under contract with the
Commission. will work with the City of South Bend Board of Public Works, through an
interagency agreement with the Commission, to refiine the bid specifications. puhlicly advertise
and bid the Project. and oversee construction activity. ~[~he source of funding t~~r the project is
the South [3end Central Development Area Tax Increment financing fund ("1~11~'~). fhc
Commissions approved total Project budget is One iVlillion Dollars (51,000.000), subject to
appropiiatiou by the Commission ("Project Costs"). Project Costs in excess of this amount may
not be expended without further approval by_ the Commission. A preliminary outline of the
scope of work on the Project to be conhacted through public bid is attached hereto as Exhibit C.
Conceptual plans of the interior and exterior renovation are attached hereto as Exhibit D, with
that portion of activity to be undertaken by the Commission so noted.
4. The Donated Property gill be o~rned. operated. and maintained by the
Commission during the renovation. All expenses relating to the ownership and operation of the
Donated Property, and any adjacent portions of the Property owned by WNIT, including utility
charges, shall be apportioned such that WNIT shall be deemed to have been obligated for all
expenses relating to the period prior to the date of the decd and the Commission shall bc;
obligated for all expenses relating to the Donated Property for the period on or after the date of
the deed until subsequently conveyed back to WNIT as provided herein. The Commission
agrees to take reasonable steps of security during its period of ox~nership of the Donated
Property to secure and protect the Donated Property and improvements and personal property.
thereo^ from damages and losses. and to not allow any liens or encumbrances of any kind to
attach to the Donated Property. The Commission, also, agrees to work with WNIT to assure that
reasonable and mutually accepted liability and casualty insurance protection is in place in
relatio^ to the Donated Property and the impro~°emcnts thereon so as to reasonably protect their
respective interests.
5. The Project is scheduled to be completed by October I. 3008. Upon
completion of the Project by the Commission, the Commission will convey the Donated Property
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to WV~IT. Upon request, the Donated Property also shall be returned to WNI~h should the Project
tail to be completed by the Commission ~~~ithin a reasonable time. if w'NI"T fails to substantially
complete its renovation plans to the Property ~~~°ithin a reasonable time.. the Commission may
reconvey the Property to WHIT and WN[T ~~~ill pay to the Commission all documented expenses
incurred t~~r the Donated Propa-ty, less anv expenses reimbursed by the title insurance policy_ if
partial rehabilitation is due to anv title defects or nearly discovered encumbrances. WNIT ~~~ill
also pay all expenses incui~-ed should the overall building project is not finished so as to be open
f<~r scr~ ice within eighteen (I K) months after the recon~~eyancc of the Donated Property by the
Commission.
6. WNIT will invest approximately 53.7 million in non-Commission funds to
rcno~ate. furnish and equip the Property as a full service media broadcasting center, and shall
provide ongoing operational and building maintenance expenses ("Operational Obli~,ations" ur
~~Operatirnls~~). The Commission shall require WNI"h to fulfill Operational Obligations tax a
minimum of ten (fU) years from the date of opening. General expectations of WNIT that
accompany the Operational Obligations or Operations arc further described on Exhibit E
attached heretoVJNIT represents and wm-rants that WNiT ~~ill pay the Commissions actually
incun~cd Project expenses, up to One Million Dollars (51.(100.000), prorated on annual basis over
the term.. if Operations cease during this term for three (3) consecuti~~e months fix causes fbr
which it is responsible or that arc within its control. By ~a~ay of example, should WNI"h cease
Operations iu the fifth (5th) year of Operations, its obligation to the Commission shall be Fivc
Hundred Thousand Dollars (S500.000).
7. The Operational Obligations specified in paragraph 6 shall run ~~~ith the
land and anv mortga~~c obligation of W'~ I"h shall be subordinate to the Operational Obligations.
H. This Agreement shall be binding upon the parties hereto and their
respecti~ e successors and assigns.
9. The Parties agree to take such actions, including the execution and
delivery of documents and instruments, as may be necessan or appropriate to carry out the terms
and intent of this Agreement and to aid and assist each other in carrying out the tams and intent.
] 0. No recourse under or upon any obligation, co~~enant, or agreement of this
Agreement or for any claim based thereon or othen~~~ise in respect thereof shall be had against the
appointed or elected public officials of the City or the Commission or their respecti~°e officers,
agents, and employees, in any amount subject to the terms and conditions herein. and no liability,
ri~~ht or claim at lu~~~ or in equity shall attach to or shall be incm~red by the public officials of the
City. the Commission or their respecti~~e officers, agents, and employees and all such claims arc
hereby expressly ~tiaiecd and released as a condition of and as a consideration tier the execution
of this A~~reement by the Commission. pro~~ided such elected officials, officers, agents, and
employees arc acting pursuant to lawful authority and arc uniformly entbrcing andlor
administain~z the lags. ordinances. practices and procedures of the City and the Commission.
1\o recow~se under or upon any obligation aivenant or agreement of this Agreement or fin- anv
claim based thereon or other«~ise in respect thereon shall he had against the ofticers_ agents,
employees, or shareholders of WN[T in any amount subject to the terms and conditions herein.
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1 1 . if any portion of this ngreemenL or its application to any person. entity, or
property, is held im~alid or uncnft~rceable. the application or validity of any other portion of this
A~~rccment shall not be affected.
1?. The Parties shall each bear their o~~~n costs and expenses ~ti~ith respect to
this Agreement and the other matters contemplated hereby, including, ~~ithout limitation, the fees
and expenses of their respective legal counsel.
I ~. This Agreement shall be construed in accordance ~~'ith the la~~~s of the
State of Indiana.
I d. This Agreement may be executed in more than one counterpart ~~°hich.
~a~hen cxccutcd. shall to~~ether constitute one a~~reement.
IN WI"CHESS WHEREOF, the Parties have duly cxccutcd this Agreement as of
the date first above ~~~ritten.
Michiana Public Broadcasting Corporation South Bend Raicvelopment C'onunission
Bv: By:
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AT"hES I : ATTEST:
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Gihncc AvAIl >h RcihA{'y ll4.Juc
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E~H161T A
Propc~•t}~
[LEGAL DESCRIPTION TO BF_. PROVIDED]
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EXHIBIT B
Donated Propert~~
~TROYER TO PROVIDE THE DESCRIPTION OF THE DONATED PROPERTY
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ExHiBrr c
Scopc of «'ork
[TROYER TO PROVIDE DETAIL AS TO ~~HAT ITEMS WILI. BG PUBLICLY BID BY
I~}iE CI"I~Y]
Pam 7 of 1 1
EXHIBIT D
Conceptual Plan
[TROYER ~~iILL PROVIDE THG COV'CEPTUAL PLA1~~S FOR THE IMPROVEMENT OF
THG PROJECT TO BE PAID FOR 6Y TIDE CITY AS WELL AS THE REMAINING
PORTIONS OF THE PROJECT]
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Ex~~it~iT~ r
Operational Obligations
In cxchan~~e f~~r the considerati~~n pro~idcd under the Agreement by Commission. WHIT expects
to pru~~ide the ~~~Ilo~~in~~ sen~ices and bcnefiits in the t~~llow~ing categories:
• Economic Dc~~clopmcut
o At Icast S2.5 million for consll~uction payroll and building materials.
o At least S l ? million for turnishings. technolo~~v and miscellaneous
expenses.
o Employ approaimatcly d0. and al Icast 30, WHIT staff with annual ptryroll
and benefits starting at S I? million.
o Expend am~ual expa~ditures siarting at 51.5 million.
o Increase in payroll taxes paid to the city.
o Rehabilitate do~wntow~n property that would othen~~ise likely retrain
~°acnnt.
o Act as a technology huh operating in the public interest for broadcast,
using fiber such as the YletroNct and l-Li~~ht 2. micro~~ave and othu~
wireless technology.
o Produce and broadcast programs that bring important discussions about
regional economic dcvdopment to the public.
• Arts and Cultural
0 The station ~~~ill become a hub for the region, attracting arts and cultural
events and activities to the do~~~ntown area. Connectivity between arts and
cultural venues in the City ~~rill be enhanced through the technology assets
owned by the station.
o The station ~~-ill promote do~anto~~~n arts activities, and help to create
audiences for performances at the ,ti9orris Performing Arts Center. South
Bend Chic Theater. Broad~~~ay Theater League. ArtBeat and exhibits at
the Center for History, Studebaker Museum among others.
o WNI~I~ prop-ides training for students interested in artistic expression
throur~h the media arts.
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• Education
o W1~I~I~ works ~~ith the South Bend School Corporation in early childhood
education, utilizing the educational value of our preschool programs to
help with media literacy.
o ~hhc station will conduct a studio and field production training program
that is organized into five (5) semesters of study through Ivy Tech. The
training ~~-ill also be available to other- area college and high school
students through internships.
o Faculty members of the Uni~~crsity of NOlre Uame. Saint Mare's Colle~~e.
and Luliana University of South Bend will be regularly featured on
~'NI~I ~s local programs. The location in do~~~nto~~~n South 6cnd will
increase the opportunity for local faculty to showcase their knrne~ledgc
through local. regional and national pro~~ranu»ing.
o The programming broadcast on ~ Nfl~~s multiple channels ~~~ill be rooted
in educational values, providing opportunities for lifelong ]earning to all
ow- vic~~~ers in a ~~ariety of subjects.
o Partnerships with the Workforce Development programs in South Bend
will provide an illustration of the types of jobs mailable i^ the region, and
contribute to ~~orktbrce development strategies ofthe City.
• Public FaciliYics
o The new WNI"C Center t~,r Public Media ~~aill become a community asset.
connected to the y~cu~oNct and a l:cv component ot~ the areas
telecommunications infrastructure.
o Through di~~ital datacasting technology, communication and training to
area first responders can be developed that will bridge the gaps and
provide critical backup to current conunwlication path~~~ays. Expanded
discussions with Region ? anergency management personnel will take
place.
o The programs broadcast on WNIT will help to promote health awareness
and the impact of lifestyle on health needs: partnerships ~a~ith area health
providers ~~~ill help vie~scrs identify resources available in the community
to address their needs.
o Subject to WNIT being provided or obtaining the necessary equipment,
WNIT ~~~ill offer opportunities for the government of the City of South
Bend to conduct tclemeetings all over the state and country at a preferred
rate, based on availability, so as to minimize travel needs to hldianapolis
and other va~ues.
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• Community building
o The lurlrain~ (~hcumc~l, currently in development and expected t~~r
broadcast in ,lanuary 2009, ~~°ill. pending legislative approval, feature live
co~~crage of sessions from the Indiana Statehouse, gi~~ing urea residents an
opportunity to witness public policy discussions. This coverage will be
supplemented by programming fii~om our community and made available
statc~~~idc.
o Wl~'IT has provided video co~~erage of the City Council meetings for
distribution on cable. and has begun a discussion with City officials t~~r a
long-term relationship in PEG channel management and community
programming.
o l~hc stations pro~~ranuning interests include convcnin~~ community
stakeholders around specitic community topics in broadcast town
meetings, creatin<~ public a~~areness of the communitr~s challenges and
inviting participation by the community in their resolution.
o WNIT will provide meeting space to individuals and entities throughout
the community as available. and consistent with its practices and policies
adopted from time to time.
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