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Home My WebLink About6B(2) (c 4Cz� MUTUAL TERMINATION AND RELEASE OF DEVELOPMENT AGREEMENT This Mutual Termination and Release of Development Agreement (the "Termination Agreement") is executed this day of November, 2014, by and between Great Lakes Capital Development, LLC, an Indiana limited liability company ("Developer") and the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment ("Commission"). The Commission and Developer may herein each be referred to as a "Party" or collectively as the "Parties." Recitals 1. Commission and Developer entered into that certain Development Agreement dated December 12, 2013 (the "Project Agreement"), for premises located as described in Exhibit A in South Bend, Indiana ("LaSalle Property"). 2. Commission and Developer desire to terminate the Development Agreement upon and subject to the terms and conditions provided herein. 3. All terms used in this Termination Agreement with initial capital letters and not otherwise defined herein shall have the respective meanings ascribed to them in the Development Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows: 1. Termination of Development Agreement and Option. The Development Agreement shall be cancelled and terminated as of midnight on the Termination Date (as defined below), and neither party shall have any continuing rights or obligations under the Development Agreement from and after the Termination Date. In addition (without limiting the foregoing), the Option to purchase the Support Parcel set forth in Section 6.2 of the Development Agreement and any other rights or interests of Developer, including but not limited to any express or implied license or right of entry by Developer in the LaSalle Property or any other property owned by the Commission associated with the project contemplated in the Development Agreement shall terminate as of the Termination Date. 2. Commission's Release. Commission hereby releases and discharges Developer as of the Termination Date from any and all liability and obligations of Developer to Commission under or arising from the Development Agreement, excepting the obligation of Developer to fulfill the terms and conditions of the Termination Agreement. This release shall be deemed to constitute a release by Commission of the Developer and Developer's agents, contractors and employees from any and all liability, in contract or in tort, at law or in equity, and shall apply to any and all claims that Commission might have against Developer in any manner arising at any time (in the past, present or future, known or unknown) related to the Development Agreement or the LaSalle Property, except as expressly provided to the contrary in this Termination Agreement. US.55128899.02 i 1 3 1 3. Developer's Release. Developer hereby releases and discharges Commission as of the Termination Date from any and all liability and obligations of Commission to Developer under or arising from the Development Agreement, excepting only the obligation of Commission to fulfill the terms and conditions of this Termination Agreement. This release shall be deemed i to constitute a release by Developer of the Commission and Commission's agents, contractors and employees from any and all liability, in contract or in tort, at law or in equity, and shall apply to any and all claims that Developer might have against Commission in any manner arising at any time (in the past, present or future, known or unknown) related to the Development Agreement or the LaSalle Property, except as expressly provided to the contrary in this Termination Agreement. 4. Termination Date. For purposes of this Termination Agreement, the Termination Date shall be November , 2014. 5. Binding Agreement. The covenants and agreements contained in this I Termination Agreement shall be binding upon and inure to the benefit of the parties hereto, their 1 respective successors and assigns. 6. Default. In the event of any default of any party under this Termination Agreement, the defaulting party shall pay to the non-defaulting party all expenses, costs and 1 other liabilities, including, without limitation, reasonable attorneys' fees, which such party may incur in enforcing this Termination Agreement or as a result of such default. 7. Counterpart Copies. This Termination Agreement may be signed in one or more counterparts, and each fully executed set of counterparts shall be a fully executed original of the Termination Agreement. i i I 1 I t I Us.55128899.02 -2 A I IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first written above. COMMISSION: SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: Its: GREAT LAKES CAPITAL DEVELOPMENT, LLC By: Printed: Brad Toothaker Its: managing member -3- US.55I28899.02 A 1 1 1 1 I EXHIBIT A The LaSalle Property ii A part of the West half of the Northwest Quarter of Section 12, T. 37 N., R. 2 E. I Also known as Lot#1 in the recorded plan of the Original Plat of the Town, Now City of South Bend Portage Township, City of South Bend, St. Joseph County, Indiana. [Generally referred to as Parcel Key No. 018-1002-0040] I Support Parcel A part of the West half of the Northwest Quarter of Section 12, T. 37 N., R. 2 E. Also known as Lots #2 and #3 in the recorded plan of the Original Plat of the i Town, Now City of South Bend Portage Township, City of South Bend, St. 1 Joseph County, Indiana. [Generally referred to as Parcel Key No. 018-1002- 0041] I I I US.55128899.02 I 1