HomeMy WebLinkAbout6B(4) �50UT$8
Department of
Community Investment
1865
Memorandum
December 11, 2014
TO: South Bend Redevelopment Commission
FROM: David Relos, Economic Resources
SUBJECT: La Salle Square Unity Gardens Agreement for Sale of Land
On October 16, 2014, the Commission received no conforming offers for Lot 1 of the
Ardmore Trail Minor Subdivision, at the corner of Ardmore and Prast in La Salle Square.
At this same meeting, Unity Gardens, who currently occupies the site, did submit the
attached letter, offering $10,000 to acquire and further improve the property.
The sale of this property to Unity Gardens will allow them the stability of ownership to
grow the site into an even stronger community asset, helping the surrounding
neighborhood have fresh grown produce in an area that currently does not have easy
access to a full service grocery store.
The Agreement for Sale of Land with Unity Gardens sells this parcel for $10,000. They
in turn become responsible for its upkeep and maintenance, and within two years commit
to add a third greenhouse and expand their garden to meet an increased demand from
the surrounding neighborhood.
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Sara Stewart, Unity Garden's Executive Director, will be present to explain their history
at this location, and vision for its future.
Staff requests approval of the Agreement for Sale of Land with Unity Gardens.
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227 W.JEFFERSON BLVD. SOUTH BEND, IN 46601 P: 574-235-9371 FAX: 574-235-9021 SOUTHBENDIN.GOV
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Department of Community Investment
Economic Resources
Attn Mr. Dave Relos
City of South Bend
227 W.Jefferson Blvd.
South Bend, IN 46601
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Dear South Bend Redevelopment Commission:
Unity Gardens Inc. is grateful to the city of South Bend and the community at large for such tremendous
support. Together we have made a huge impact on the health and wellness of our community. None of this
would be possible without strong collaborative efforts.
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From our central garden located at 3701 Prast Blvd, we have supported over 50 smaller Unity Gardens,
helped thousands of families gain access to healthy food and created community connections that directly led
to opportunities for even those least fortunate. We have hosted over 100 free classes from the garden site
and most recently offered a free kids day camp and healthy lunch program for the neighborhood children
(including those from Beacon Heights).
Along with our commitment to growing gardens and free access to healthy food, Unity Gardens has
broadened our efforts. We now engage in solar energy, food reclamation and composting, aquaponics and
hydroponics, native wildflowers, pollination studies, clover ground cover, Permaculture food forests, and year
round growing in hoop houses. Within the last year, Unity Gardens has also served as the educational support
for urban bee keeping and urban chickens (including chicken rescue).
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!� Unity Gardens also hosts an area dedicated for neighbors to have their own garden plots free of charge. In the
outdoor classroom community area, neighbors and others grow their own food. Through the years we have
grown many projects that engaged neighbors who then create their own community solutions, sprouting
connections to reduce fear and improve relationships. We have built dedicated raised beds for the nearby
senior center high rise apartments who help plant and harvest there regularly. Many of these residents have
become our friends as we all work together to reduce blight and create an area of beauty and value.
Thousands of volunteers; faith based groups, schools, businesses, clubs, and non profits have visited the
LaSalle Square Unity Gardens to help us grow! We have hosted garden events to attract and engage civic
leaders, police, neighbors, and more. Students engaged in ecological research, monarch studies, peace
studies, bee keeping, social justice, sustainability, water conservation, energy,,and biology (to name a few)
find an outdoor lab in the garden.
Since 2009 Unity Gardens has dedicated time, energy, and resources to improve the landscape and safety of
the area. From trash and discarded liquor bottles and syringes, to flowers, fruit trees, sheltered areas and
picnic tables all on site encouraging neighbors to gather and play. In an area where kids previously were
considered trespassing or loitering, we now host a kids discovery area where kids are welcome to interact with
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PO Box 10022 South Bend IN 46680 www.theunitygardens.org 574 315-4361
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chickens and specialty gardens just for them! People stop by and enjoy picnic lunches under our shaded
shelter.
Unity Gardens would like to own this property in order to infuse further resources. Our commitment and
tenacity has been well tested. We are making a real difference in this otherwise distressed area, connecting our
community to healthy food and to each other.
With broad community commitment and support, the investment in Unity Gardens is well placed. The physical,
social, and economic health of the area is best served by further commitment to Unity Gardens. Research
studies have found "community gardens" reduce crime, increase property values, and promote increased l
resident engagement. Cities throughout our nation are dedicating support to urban agriculture, agri-tourism,
and locally grown food.
Unity Gardens is willing to secure the funds to purchase the property on Ardmore and Prast Blvd, which we
have called home for 5 years, for the sum of $10,000.00 (Ten thousand dollars and no cents). Please consider
our commitment and history and accept our purchase offer.
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Sincerely,
Sara L. Stewart RN MSN
Executive Director
Unity Gardens Inc
j 574 315-4361
GrowUnityGardens @yahoo.com
PO Box 10022
South Bend, IN 46680
www.theunityrgardens.org
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PO Box 10022 South Bend IN 46680 www.theunitygardens.org 574 315-4361
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AGREEMENT FOR SALE OF LAND
FOR PRIVATE DEVELOPMENT
THIS AGREEMENT, made on December 11, 2014, between the City of South Bend,
Department of Redevelopment, by and through the South Bend Redevelopment Commission(the
"Commission"), established under the Redevelopment of Cities and Towns Act of 1953, as
amended, being Ind. Code 36-7-14-1, et seq. (the "Act"), and having its office at 1400 S.
County-City Building, South Bend,Indiana, and Unity Gardens,Inc. (the"Developer"),having its
principal place of business at 3611 Prast Blvd., South Bend, Indiana 46628.
WHEREAS, to further the objectives of the Act:
1. The Commission has investigated areas within the corporate boundaries of the City of k
South Bend and has prepared and approved the Airport Economic Development Area Plan (the
"Plan"), to redevelop the area known as the Airport Economic Development Area. Copies of the
Plan and amendments thereto have been recorded in the St. Joseph County Recorder's Office. -
2. The Developer has offered to purchase and develop the property described in Exhibit
A(the"Property")according to the Plan and this agreement(the"Contract")and the Commission is
willing to sell the Property.
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3. The Commission believes that developing the Property according to the Contract is in
the best interest of the health, safety and welfare of the City and its residents and complies with the
public purposes and provisions of the Act and applicable federal, state and local laws under which
the development has been undertaken.
NOW, THEREFORE, in consideration of the mutual promises and obligations in this
Contract,the parties agree as follows:
SECTION I. SALE,PURCHASE PRICE.
Subject to all of the terms of this Contract,the Commission agrees to sell and the Developer
agrees to purchase the Property. The amount of the Purchase Price is Ten Thousand Dollars
($10,000.00) payable in full in cash at closing. As further consideration, the Developer will not
apply for any tax abatements for the Property at any time.
SECTION II. CONVEYANCE OF PROPERTY.
A. Form of Deed. Subject to the terms of this Contract,the Commission shall convey to
the Developer title to the Property by quitclaim deed (the "Deed"). In addition to the other
conditions,covenants and restrictions in this Contract,such conveyance and title shall be subject to:
1. Building and use restrictions in the Plan(and its covenants)and this Contract.
2. Applicable building codes and zoning ordinances.
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3. Any and all other covenants, restrictions, easements and reservations of
record.
B. Time and Place of Closing on Sale of the Property. Subject to the terms and
conditions of this Contract,the Commission shall deliver the Deed and possession of the Property to
the Developer when the conditions precedent to closing enumerated in Subsection F of this
SECTION II have been met,or earlier if the parties mutually agree in writing. Conveyance shall be
made at a time and place mutually agreed upon by the Commission and Developer ("Closing").
Closing shall occur within thirty(30)days of the date this Contract is executed by all parties. Fees
for Closing services provided by the title company shall be borne by the Developer. The Developer
shall accept the conveyance and pay the Purchase Price to the Commission at that time and place.
C. Apportionment of Current Taxes. The Commission shall bear the portion of the
current taxes (if any) on the Property, which are a lien on the date of delivery of the Deed to the
Developer.
D. Recordation of Deed. The Commission shall promptly record the Deed at the St.
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Joseph County Recorder's Office and shall pay the costs for recording the Deed.
E. Title Insurance. The Commission shall furnish the Developer a title insurance policy
that insures the Developer's title in a sum equal to the Purchase Price of Ten Thousand Dollars
($10,000.00) and subject only to those items provided for in the Contract.
F. Conditions Precedent to Closing. Prior to and as conditions precedent to closing:
1. Developer shall submit to the Commission any additional information
reasonably requested by the Commission in relation to Developer's
development plan for the Property attached hereto as Exhibit B (the
"Development Plan"); and
2. Upon the Commission's request,Developer shall submit to the Commission
evidence satisfactory to the Commission of binding commitments for
financing the Project(as defined herein).
SECTION III. NATURE OF IMPROVEMENTS; TIME FOR COMMENCEMENT
AND COMPLETION; PHASING OF PROJECT AND LIQUIDATED
DAMAGES; ACCESS TO PROPERTY.
A. Nature of Improvements. The construction of improvements on the Property (the
"Project") shall be substantially of the same size, scope and nature as that specified in the
Development Plan and as proposed by the Developer to the Commission for disposition and
development of the Property. The Commission has relied upon all representations, descriptions,
discussions,drawings and other representations by the Developer of the Project. Those matters are
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incorporated into this Contract by reference as well as the Development Plan approved by the
Commission pursuant to Section IV(A).
B. Time for Commencement and Construction. The Project shall begin as soon as
possible following Closing as defined in Section II and shall qualify for the award of a certificate of
completion of the Development Plan from the Redevelopment Commission of the City of South
Bend, Indiana, within twenty four(24)months after execution of this Contract.
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C. Value of Property. Developer understands and acknowledges that in offering the
Property for sale,the Commission obtained two(2)independent appraisals as required by I.C.36-7-
14 and determined that the fair market value for the Property is Ninety Seven Thousand Five
Hundred Dollars ($97,500.00) (the"Market Value").
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Notwithstanding the foregoing, the Parties understand and agree that in the event that the
Developer(i)fails to complete construction of the Proj ect on or before twenty four(24)months from
the date of execution of this Contract, or (ii) the Developer defaults in its obligations under this
Contract and fails to cure such default as provided in this Contract before the issuance of a
Certificate of Completion as described in SECTION V, below, then the Developer shall pay as
liquidated damages to the Commission the Market Value described above without any reduction,
offset, or recoupment. The payment of liquidated damages under this Subsection C shall be in g
addition to any other remedies and shall not waive any other right or remedy under this Contract or
other laws.
D. Access to Property. The Commission hereby grants to Developer a revocable,non
possessory license to use,solely for pedestrian and vehicular ingress and egress to the Property,the
area that is thirty (30) feet long by thirty (30) feet wide in the southwest corner of Lot 2 of the
Ardmore Trail Minor Subdivision,recorded on October 28,2014,as document number 1426953 in
the office of the St.Joseph County Recorder(the"License Area"). The License Area is depicted in
Exhibit C hereto. Developer shall not erect permanent structures or improvements, including but
not limited to buildings or fences, on, over, or beneath the License Area. At all times, Developer
shall maintain the License Area in the same condition that exists at the time of Closing. The
Commission may revoke the license granted in this paragraph only upon giving reasonable,written
notice to Developer in the manner provided in SECTION XI.F. below.
SECTION IV. TIME FOR CERTAIN OTHER ACTIONS.
A. Time for Submitting Plans for Design Development Review. Prior to Closing, the
Commission may request, and Developer will provide, further information in connection with the
Development Plan. Any further information requested and approved by the Commission as a
supplement to the Development Plan shall be recorded as an addendum to this Contract. The
Development Plan and any addenda or amendments thereto will serve the Commission in its
determination that the Developer has completed the Project and is entitled to the Certificate of
Completion as provided in Section V.
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B. Time for Submitting Financial Commitment. Prior to Closing, upon the
Commission's request, Developer shall submit to the Commission evidence satisfactory to the
Commission of binding commitments for financing the Project.
g C. No Further Assistance. The Developer agrees that it will not seek any further
financing assistance from the Commission or from the City of South Bend, Indiana, including tax
abatements.
SECTION V. COMPLETION.
A. Certificate of Completion. Promptly after the Developer completes the Project under
this Contract and in substantial accordance with the Development Plan approved by the
Commission,the Commission shall furnish the Developer with a Certificate of Completion for the
Project. The Certificate shall be a conclusive determination of satisfaction and termination of all
covenants,requirements,obligations and the like in the Contract and Deed for the Project,except the
covenants of Section VI of the Contract and Section III of the Deed. After the final issuance of the
Certificate of Completion for the Project by the Commission,neither the Commission nor any other
party shall thereafter have or be entitled to exercise any rights, remedies, or controls otherwise
available with respect to the Property as a result of a default in or breach of any provisions of the
Contract or the Deed by the Developer or any successor in interest or assign, unless:
1. the Developer,any lessee,or any other successor in interest or assign defaults
or breaches the covenants of Section VI of the Contract or Section III of the
Deed, and
2. the right,remedy, or control relates to such default or breach.
B. Form of Certification. The Certificate provided for in this Section shall be in such
form as to be recordable in the St. Joseph County Recorder's Office.
C. Refusal or Failure to Provide Certificate. If the Commission refuses or fails to
provide the Certificate within thirty(3 0)days after the Developer's written request,the Commission
shall provide the Developer with a written statement indicating how the Developer failed to comply
with the provisions of this Contract and giving the measures necessary, in the Commission's
opinion, for the Developer to take in order to obtain such Certificate.
SECTION VI. RESTRICTIONS UPON USE OF PROPERTY.
A. Agreements of Developer. The Developer agrees and the Deed shall state that the
Developer and its successors and assigns shall:
1. Devote the Property only to uses under the Development Plan as approved by
the Commission pursuant to Section IV(A) of this Contract; and
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2. Not discriminate on the basis of race color, creed sex or national origin in
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the sale, lease, rental, use or occupancy of the Property.
B. Enforceability of Covenants. The parties agree and the Deed shall expressly state that
the covenants in this Section shall be covenants running with the land and,except only as otherwise
specifically provided in the Contract,shall be binding for the benefit of and shall be enforceable by:
1. the Commission;
2. its successors and assigns;
3. the City of South Bend, Indiana;
4. any successors in interest to the Property.
The covenants shall be enforceable against:
1. the Developer;
2. its successors and assigns;
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3. every successor in interest to the Property; and
} 4. any party in possession or occupancy of the Property.
The parties further agree that the covenants in Subsection VI(A)(1) shall remain in effect
from the date of the Deed until December 31, 2024. The covenants in subsection VI(A)(2) shall
remain in effect without limitation as to time but shall bind the Developer,each successor in interest
to the Property,and each parry in possession only for the time that the party or successor shall have
title to, an interest in, or possession of the Property.
The terms and uses specified in the Plan and land use shall include the land and all buildings,
housing and other requirements or restrictions of the Plan pertaining to such land uses and
improvements to the Property.
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C. Beneficiaries of Covenants. The parties also agree that the Commission, its
successors and assigns and the City of South Bend, Indiana shall be deemed beneficiaries of the
covenants in this Section.
The Deed shall state that the covenants shall run in favor of the Commission for the entire
period the covenants shall be in force and effect, regardless of whether the Commission has at any
time been,or is the owner of any land or interest in any land in favor of which such covenants relate.
i If the above covenants are breached, the Commission shall have all of the rights and
remedies to which they or any other beneficiary of the covenant may be entitled.
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SECTION VII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER.
A. Representations as to Development. The Developer represents and agrees that its
purchase of the Property and its other undertakings under this Contract are and will be used for
development of the Property and not for speculation in land holding. The Developer furt
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recognizes that:
1. in view of the importance of the development of the Property to the general
welfare of the City,
2. the substantial financial and other public assistance that has been made
available by law and by the federal and local governments for the purpose of
making such development possible, and
3. the fact that a transfer in ownership of the Developer is, for practical
purposes, a transfer or disposition of the Property then owned by the
Developer;
the qualifications and identity of the Developer and its shareholders, members or partners are of
particular concern to the Commission. The Developer further recognizes that it is due to such
qualifications and identity that the Commission is entering into this Contract with the Developer and
in so doing is further willing to accept and rely on the obligations of the Developer for the faithful
performance of all undertakings and covenants.
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B. Prohibition Against Transfer of Interest. The Developer agrees that any transactions
with respect to the equity of the Developer,including any increased capitalization,merger,transfer
or transfers of ownership of the outstanding shares of the Developer,or otherwise,which results in
the ownership by persons who are not presently shareholders,members or partners of the Developer
of 50%or more of the outstanding equity of the Developer at any time prior to the date of issuance
of a Certificate of Completion,will constitute a violation of this Contract unless the Commission has
given prior written approval to such transfer or transfers,which approval will not be unreasonably
withheld.
C. Prohibition Against Transfer of Property or Assignment of Contract. The Developer
represents and agrees for itself, its successors and assigns, that except for security for obtaining
financing needed to enable the Developer to make the improvements under this Contract,and except
for any other purpose authorized by this Contract,the Developer has not made or will not make prior
to receiving the Certificate of Completion:
1. any total or partial sale, assignment, conveyance, or lease; or
2. any trust or power; or
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3. any transfer in any other mode or form, with respect to the Contract or the
Property or any part thereof, of any interest therein; or
he above without prior written
1 4. any contract or agreement to do any oft p
approval of the Commission, which approval shall not be unreasonably
withheld.
D. Approval of Qualifications Prior to Transfer. The Commission may require as
conditions precedent to any approval of transfer or assignment any and all information regarding the
qualifications, financial responsibility, legal status, experience, background and any and all other
information it deems necessary or desirable in order to achieve and safeguard the purposes of the
Act,the Plan, and this Contract.
E. No Transfer of Developer's Obligations. Absent specific written agreement by the
Commission to the contrary, no transfer or approval by the Commission thereof shall relieve the
Developer or any other parry bound in any way by the Contract or otherwise with respect to the
construction of the improvements and completion of the Project from any of its obligations with
respect thereto.
F. Information as to Interest. The Developer agrees that during the period between
execution of this Contract and the Commission's issuance of the Certificate of Completion, the
j Developer will promptly notify the Commission of any and all changes in the ownership of shares or
partnership interest, or any other act or transaction involving or resulting in any change in the
ownership of such interest in the Developer or the relative distribution thereof,of which it or any of
its officers have been notified or otherwise have knowledge or information,and which results in the
ownership of 50% or more of all outstanding equity of the Developer by persons who are not
presently shareholders, members or partners of the Developer.
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SECTION VIII. RESERVED.
SECTION IX. REMEDIES.
A. In General. Except as otherwise provided in the Contract, upon any default in or
breach of the Contract by either party or any successor to such party,such parry(or successor),upon
written notice from the other, shall proceed immediately to cure or remedy such default or breach
within thirty(30) days after receiving the notice. If action is not taken or not diligently pursued or
the default or breach is not cured or remedied within a reasonable time, the aggrieved party may
institute proceedings necessary or desirable in its opinion to cure and remedy the default or breach,
including,but not limited to,proceedings to compel specific performance by the party in default or
breach of its obligations.
B. Termination by Developer Prior to Conveyance. If the Commission does not tender
conveyance or possession of the Property in the manner and condition and by the date provided in
the Contract, and any such failure is not cured within forty-five (45) days after the date of written
demand by the Developer,the Contract shall be terminated at the option ofthe Developer,by written
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notice to the Commission, and, except for return of any Deposit, neither the Commission nor the
Developer shall have any further rights against or liability to the other under the Contract.
C. Termination by Commission Prior to Convey.
In the event that:
1. prior to conveyance of the Property to the Developer and in violation of the
Contract:
a. the Developer(or successor in interest)assigns or attempts to assign
the Contract or any rights therein or the Property, or
b. there is any change in the ownership of the Developer or with respect
to the identity of the parties holding partnership interest in the
1 Developer or the degree thereof, which the Commission reasonably
has refused to approve; or
2. the Developer does not submit reasonably satisfactory development plans or
evidence of necessary financing, in satisfactory form and in the manner and
by the dates respectively provided in the Contract therefore;
then the Contract and any rights of the Developer in the Contract and the Property shall,at the option
of the Commission,without need of the consent of the Developer,be terminated:Provided,however,
that with respect to any default or failure referred to in subdivisions 1 or 2 of this Section IX,
Subsection C,a period of thirty(3 0)days shall be given to cure such failure or default after the date
of written demand by the Commission shall be given to cure such failure or default.
D. Revesting Title in Commission upon Happening of Event Subsequent to Conveyance
to Developer. If, subsequent to conveying any part of the Property to the Developer and prior to E
completion of the Project as certified by the Commission:
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1. the Developer (or successor in interest) shall default in or violate its
obligations with respect to the construction of the Project, including the
nature and the dates for the beginning and completion thereof, or shall
abandon or substantially suspend construction work, and any such default,
violation,abandonment,or suspension shall not be cured,ended,or remedied
within three(3)months after written demand by the Commission so to do;or
2. the Developer (or successor in interest) shall fail to pay real estate taxes or
assessments on the Property when due, or shall place thereon any
encumbrance or lien unauthorized by the Contract,or shall cause any levy or
attachment to be made,or any materialmen's or mechanic's lien,or any other
unauthorized encumbrance or lien to attach, and such taxes or assessments
are not paid,or the encumbrance or lien removed or discharged or provision
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reasonably satisfactory to the Commission made for such payment,removal,
or discharge, within ninety (90) days after written demand by the
Commission so to do; or
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3. there is,in violation of the Contract,any transfer of any part of the Property,
or any change in the ownership or distribution of the stock of the Developer,
or with respect to the identity of the parties in control of the Developer or the
degree thereof as provided in Section VII, and such violation shall not be
cured within sixty(60)days after written demand by the Commission to the
Developer,
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then the Commission shall have the right to re-enter and take possession of the Property and to
terminate and revest in the Commission the estate conveyed by the Deed to the Developer. The
intent of this provision,together with other provisions of the Contract,is that the conveyance of the
Property to the Developer shall be made upon, and that the Deed shall contain, a condition
subsequent to the effect that the event of any default,failure,violation,or other action or inaction by
the Developer specified in this Subsection D the Developer's failure to remedy, end, or abrogate
Jsuch default,failure,violation,or other action or inaction,within the period and in the manner stated
in such subdivisions, the Commission at its option may declare a termination in favor of the
Commission of the title, and of all the rights and interest in and to the Property conveyed by the
Deed to the Developer, and that such title and all rights and interests of the Developer, and any t
assigns or successors in interest to and in the Property,shall revert to the Commission;provided,that
such condition subsequent and any revesting of title as a result thereof in the Commission: (a)shall
always be subject to and limited by, and shall not defeat,render invalid,or limit in any way, (i)the
lien of any mortgage authorized by the Contract, and (ii) any rights or interests provided in the
Contract for the protection of the holders of such mortgages; and (b) shall not apply to individual
parts of the Property, if any, (or in the case of parts sold or leased,the part so conveyed) on which
the construction thereon has been completed under the Contract.
E. Resale of Reacquired Property; Disposition of Proceeds. Upon the reverting in the
Commission of title to the Property or any part thereof as provided in Subsection D, above, the
Commission shall,pursuant to its responsibilities under State law, use its best efforts to resell the
Property or part thereof(subject to such mortgage liens and other interests as set forth in Subsection
D above)as soon and in such manner as the Commission shall find feasible and consistent with the
objectives of State law and of the Plan to a qualified and responsible party or parties(as determined
by the Commission)who will assume the obligation of making or completing the construction of the
Project in its stead or of another project as shall be satisfactory to the Commission and in accordance
with the uses specified for such Property or part thereof in the Plan. Upon such resale of the
Property, the proceeds shall be applied:
1. First,to reimburse the Commission,on its own behalf or on behalf of the City
of South Bend, Indiana, for all costs and expenses incurred by the
Commission, including but not limited to:
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a. salaries of personnel,in connection with the recapture,management,
and resale of the Property or part thereof,but less any income derived
by the Commission from the Property or part thereof in connection
with recapture such management or resale;
b. all taxes, assessments, and water and sewer charges with respect to
the Property or part thereof, or, in the event the Property is exempt
from taxation or assessment or such charges during the period of
ownership thereof by the Commission, an amount, if paid, equal to
such taxes,assessments,or charges,as determined by the appropriate
assessing officials, as would have been payable if the Property were
not so exempt;
C. any payments made or needed to be made to discharge any
encumbrances or liens existing on the Property or part thereof at the
time of revesting of title in the Commission or to discharge or prevent
from attaching or being made any subsequent encumbrances or liens
due to obligations,defaults,or acts of the Developer,its successors or
transferees;
d. any expenditures made or obligations incurred in making or
completing the construction or any part thereof on the Property or
part thereof;
e. and any amounts otherwise owing the Commission by the Developer
and its successor or transferee; and
2. Second, to reimburse the Developer, its successor or transferee, up to the
amount equal to:
a. the sum of the Purchase Price paid by it for the Property(or allocable
to the part thereof)and the cash actually invested by the Developer in
construction on the Property or part thereof, less
b. any gains or income withdrawn or made by the Developer from the
Contract or the Property.
Any balance remaining after such reimbursements shall be retained by the Commission as its
property.
F. Other Rights and Remedies of Commission,No Waiver by Delay. The Commission
shall have the right to institute such actions or proceedings,as it may deem desirable,for putting into
effect the purposes of this Section IX. This includes the right to execute and record or file among
the public land records in the office in which the Deed is recorded a written declaration of the 4
termination of all the right,title, and interest of the Developer, and(subject to such mortgage liens
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and conveyances as provided in Section IX, Subsection D hereof) its successors in interest and
assigns,in the Property,and the revesting of title in the Commission. Any delay by the Commission
in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under
this Section IX shall not operate as a waiver of such rights or to deprive it of or limit such rights in
any way. This provision intends that the Commission should not be constrained, so as to avoid the
risk of being deprived of or limited in the exercise of the remedy provided in this Contract because
of concepts of waiver,laches,or otherwise,to exercise such remedy at a time when it may still hope
otherwise to resolve the problems created by the default involved;nor shall any waiver in fact made
by the Commission with respect to any specific default by the Developer under this Contract be
considered or treated as a waiver of the Commission's rights to any other defaults by the Developer
under this Contract or with respect to the particular default except to the extent specifically waived
in writing.
G. Enforced Delay in Performance for Causes Beyond Control of Party. For the
purposes of any of the provisions of the Contract,neither the Commission nor the Developer,as the
case may be, nor any successors in interest, shall be considered in breach of or in default in its
obligations with respect to the preparation of the Properly for the Project, or the beginning and
completion of construction, or progress in respect thereto, in the event of enforced delay in the
performance of such obligations due to unforeseeable causes beyond its control and without its fault fi
or negligence.These include,but are not limited to,acts of God,acts of the public enemy,acts of the
federal government,acts of the other party,fires,floods,epidemics,quarantine restrictions,strikes,
freight embargos and unusually severe weather,or delays of subcontractors due to such causes. The
purpose and intent of this provision is that in the event of the occurrence of any such enforced delay,
the time or times for performance of the obligations of the Developer with respect to construction of
!! the Project shall be extended for the period of the enforced delays as determined by the Commission.
The party seeking the benefit of the provisions of this paragraph shall,within ten(10)days after the
beginning of the enforced delay,have first notified the other party thereof in writing and of the cause
b or causes thereof, and shall have requested an extension for the period of the enforced delay.
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H. Rights and Remedies Cumulative. The rights and remedies of the parties to the
Contract, whether provided by law or by the Contract, shall be cumulative. The exercise by either
i parry of any one or more of such remedies shall not preclude the exercise, at the same or different
times, of any other such remedies for the same default or breach or of any of its remedies for any
other default or breach by the other party. No waiver made by either such party with respect to the
performance,manner or time thereof, any obligation of the other party, or any condition to its own
obligation under the Contract shall be considered a waiver of any rights of the parry making the
waiver with respect to that particular obligation of the other party or condition to its own obligation
beyond those expressly waived in writing and to the extent thereof, or a waiver of any respect in
1 regard to any other rights of the parry making the waiver or any other obligations of the other party.
I. Party in Position of Surety With Respect to Obligations. The Developer,for itself,its
successors and assigns,and for all other persons who are or who shall become liable upon or subject
to any obligation or burden under the Contract, whether by express or implied assumption or
otherwise, hereby waives, to the fullest extent permitted by law, any and all claims or defenses
otherwise available on the ground of its or their being or having become a person in the position of a
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surety,whether real,personal,or otherwise or whether by agreement or operation of law,including,
without limitation on the generality of the foregoing, any and all claims and defenses based upon
extension of time, indulgence, or modification of terms of contract.
SECTION XI. MISCELLANEOUS.
A. Conflict of Interest• Commission Representatives Not Individually Liable. No
member,official or employee of the Commission shall have any personal interest,direct or indirect,
in the Contract,nor shall any such member,official or employee participate in any decision relating
to the Contract which affects his personal interests or the interests of any corporation,partnership,or
association in which he/she is,directly or indirectly,interested. No member,official or employee of
I the Commission shall be personally liable to the Developer,or any successor in interest,in the event
of any default or breach by the Commission or for any amount that may become due to the
Developer, successor or assign or on any obligations under the terms of the Contract.
B. Recordation. This Contract shall be recorded in the office of the St. Joseph County
Recorder immediately subsequent to its execution.
C. Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
1. The Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. The
Developer agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
2. The Developer will state,in all solicitations or advertisements for employees
placed by or on behalf of the Developer, that all qualified applicants will
receive consideration for employment without regard to race,color,religion,
sex or national origin.
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1 D. Provisions Not Merged With Deed. None of the provisions of the Contract are
intended to nor shall be merged by reason of any Deed transferring title to the Property from the
Commission to the Developer or any successor in interest,and any such Deed shall not be deemed to
affect or impair the provisions and covenants of this Contract.
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E. Titles of Articles and Sections. Any titles of the several parts, sections and
paragraphs of the Contract are inserted for convenience or reference only and shall be disregarded in
construing or interpreting any of its provisions.
F. Notices and Demands. A notice,demand or other communication under the Contract
by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or
certified mail,postage prepaid,return receipt requested, or delivered personally, and
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i. in the case of the Developer, is addressed to or delivered personally to the
Developer as follows:.
Unity Gardens Inc.
PO Box 10022
South Bend, Indiana 46680
1 Attn: President
ii. in the case of the Commission, is addressed to or delivered personally to the
Commission as follows:
South Bend Redevelopment Commission
1400 S. County-City Building
227 West Jefferson Boulevard
South Bend, Indiana 46601
With a copy to:
Corporation Counsel
1200 S. County-City Building
227 West Jefferson Boulevard
South Bend, Indiana 46601
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or at such other address with respect to either such party as that party may from time to time
designate in writing and forward to the other as provided in this Section.
G. Governing Law. This Contract shall be interpreted and enforced according to the g
laws of the State of Indiana,and any action to enforce the terms or conditions of this Contract shall
Al be commenced in the Courts of St. Joseph County, Indiana.
4
H. Authority. The undersigned persons executing and delivering this Contract on behalf
of each Party represent and certify that they have been fully empowered to execute and deliver this
Contract and that all necessary action has been taken and done by such Party.
I. Environmental Concerns. The Commission agrees to release, indemnify and hold 1
harmless Developer against and in respect of any and all damages, claims, losses, liabilities and
expenses,including without limitation legal fees and environmental consulting or sampling fees or
expenses, that may be imposed upon, incurred by or asserted against Developer pursuant to the
requirements of any governmental authority,including but not limited to the Indiana Department of
Environment Management and the United States Environment Protection Agency,arising out of,in
connection with or relating to any Environmental Condition on the Property, known or unknown,
existing, arising or occurring on or prior to the date of this Contract. Developer agrees to release,
indemnify and hold harmless the Commission(or the City of South Bend, Indiana) against and in
respect of any and all damages,claims,losses,liabilities and expenses,including without limitation
legal fees and environmental consulting or sampling fees or expenses, that may be imposed upon,
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incurred by or asserted against the Commission(or the City of South Bend,Indiana)pursuant to the
requirements of any governmental authority,including but not limited to the Indiana Department of
a Environment Management and the United States Environment Protection Agency,arising out of,in
connection with or relating to any Environmental Condition not existing on the date of this Contract
but rather arising or occurring after the date of this Contract. The cross-indemnifications set forth in
this Subsection shall automatically expire twelve (12)months after the execution of this Contract.
For the purposes of this Subsection,the following definitions apply:
"Environment Condition"shall mean the actual,alleged,or threatened presence,discharge,
dispersal, release, escape, migration, seepage or abandonment or any solid, liquid, gaseous or
thermal irritant or contaminant, including but not limited to Hazardous Substances (as defined
herein), vapors, soot, fumes, acids, alkalis, 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.
3
"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 contractual obligations, and all
common law concerning public health and safety,work 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.
"Hazardous Substance"shall mean,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
biphenyls, trichloroethylene, trichloroethane and other chlorinated industrial solvents, or volatile
organic compound;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 etseq.),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.),the Clean Air Act(42 U.S.C. § 7401 et seq.), or the
Indiana Environmental Legal Action statute (I.C. § 13-30-1 et seq.).
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IN WITNESS WHEREOF,the Parties hereby execute this Contract on the date first written
above.
[SIGNATURE PAGE(S)ATTACHED]
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CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
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Signature
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Printed Name and Title �
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South Bend Redevelopment Commission
ATTEST:
Signature
Printed Name and Title
'l South Bend Redevelopment Commission
STATE OF INDIANA )
SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State,personally
appeared and known to me to be the
and respectively of the South Bend Redevelopment
Commission and acknowledged the execution of the foregoing Agreement for Sale of Land for
Private Development.
IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed my official seal
on the day of 12014.
My Commission Expires:
Notary Public
Residing in St. Joseph County, Indiana
16
Unity Gardens, Inc.
Date: ' t 1 2014
Sara Y.Stewart
Printed Name and Title d {.
STATE OF INDIANA )
SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State,personally
appeared Sara S. Stewart,known to me to be the President of Unity Gardens,Inc.and acknowledged
the execution of the foregoing Agreement for Sale of Land for Private Development.
WI S WHEREOF,I have hereunto subscribed my name and affixed my official seal
on the day of , 2014.
My Commission Expires:
Notar P lic
�(pyY14,� 2-3. ZO 14- Residing in St. Joseph County, Indiana
This instrument was prepared by Ben j amin J.Dougherty,Assistant City Attorney,1200 S.County-City Building,227 W.Jefferson Blvd.,South Bend,
Indiana 46601.
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. Benjamin J.Dougherty.
,.,,M•'.':"'••, LORY L TIMMER
;.13. SL Joseph County
My Commission Expires
September 23,E217
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Lot Number One (1) of the Ardmore Trail Minor Subdivision, recorded on October 28, 2014, as
document number 1426953 in the office of the St. Joseph County Recorder.
Common Address: 3611 Prast Blvd. South Bend IN 46628
Tax Key No.: 018-2188-7089
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EXHIBIT B
DEVELOPMENT PLAN
Developer proposes to acquire this property as a community garden,and to rehabilitate the property
by adding a third greenhouse and expand the current garden and prairie planting area within two
years.
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EXHIBIT C
DEPICTION OF LICENSE AREA
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