HomeMy WebLinkAboutagenda item 2015 0716 rdc 06a1Department of
Community Investment
Memorandum
Monday, July 13, 2015
TO: Redevelopment Commissioners
FROM: Chris Fielding
SUBJECT: Niles and Jefferson Improvements
In an effort to extend the aesthetic improvements of the new infrastructure installed along Jefferson
Boulevard, staff presents the enclosed development agreement to partner with Matthews LLC to spur
private investment at the corner of Jefferson and Niles Ave.
Matthews LLC is the new owner of the Emporium Building, in addition to the "521 Building" along
Jefferson Boulevard. The developer has presented a proposal to make improvements to the exterior of
the Emporium building inclusive of removal of the white paint on the original brick fa~ade, tuck-pointing,
construction of a rear multi-story deck, parking lot improvements, new windows and interior remodeling.
The 521 building has undergone substantial renovation and the developer has proposed the installation
of a French quarter style steel and metal fa~ade creating an upper deck and greatly improving the appeal
of the building.
The developer has requested assistance from the RDC to address the improper flow and turn of the
Jefferson Street tunnel and the restoration of the parking area which is 50% owned by the RDC. The
developer has committed that the new business that will locate in the buildings will create 40 new jobs at
$10 per hour.
Staff is requesting approval of the development agreement with a request to allocate $87,000 to the
project as described under Local Public Improvements.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574-235-9021 I SOUTHBENDIN.GOV
ITEM: 6.A.(1)
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement"), is effective as of May_, 2015 (the
"Effective Date"), by and between the City of South Bend, Department of Redevelopment, by and
through its governing body, the South Bend Redevelopment Commission (the "Commission"),
121 River Race LLC, an Indiana limited liability company with offices at 121 S. Niles Avenue,
South Bend, Indiana 46617 (the "Niles LLC"), and 521 Jefferson LLC, an Indiana limited liability
company with a registered address of P.O. Box 338, Notre Dame, Indiana 46556 (the "Jefferson
LLC")(each, a "Party," and collectively, the "Parties"). The Niles LLC and the Jefferson LLC are
referred to in this Agreement, collectively, as the "Developer," and their responsibilities and
obligations stated in this Agreement will at all times be joint and several.
RECITALS
WHEREAS, the Commission exists and operates under the prov1s10ns of the
Redevelopment of Cities and Towns Act of 1953, as amended (LC. 36-7-14 et seq., the "Act");
and
WHEREAS, the Act provides that the clearance, replanning, and redevelopment of
redevelopment areas are public uses and purposes for which public money may be spent; and
WHEREAS, the Niles LLC owns certain real property (the "Niles Property") and the
Jefferson LLC owns certain real property (the "Jefferson Property'') described in Exhibit A,
respectively, together with all improvements thereon and all easements, rights, licenses, and other
interests appurtenant thereto (collectively, the "Developer Property"); and
WHEREAS, the Developer desires to construct, replace, or otherwise rehabilitate certain
elements of the Developer Property (the "Project") in accordance with the project plan (the
"Project Plan") attached hereto as Exhibit B; and
WHEREAS, the Developer Property is located within the corporate boundaries of the City
of South Bend, Indiana (the "City"), within the River East Development Area (the "Area"), and
within River East Allocation Area No. 1; and
WHEREAS, the Commission has adopted (and subsequently amended, from time to time)
a development plan, which contemplates development of the Area consistent with the Project; and
WHEREAS, the Commission believes that accomplishing the Project as described herein
is in the best interests of the health, safety, and welfare of the City and its residents; and
WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the
local public improvements stated in Exhibit C (the "Local Public Improvements") and the
financing thereof, subject to the terms and conditions of this Agreement and in accordance with
the Act.
NOW, THEREFORE, in consideration of the mutual promises and obligations stated in
this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows:
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SECTION 1. DEFINITIONS.
Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have
the following meanings:
1.1 Assessed Value. "Assessed Value" means the market value-in-use of a property,
used for property tax assessment purposes as determined by the St. Joseph County Assessor.
1.2 Board of Works. "Board of Works" means the Board of Public works of the City,
a public body granted the power to award contracts for public works pursuant to LC. 36-1-12.
1.3 Funding Amount. "Funding Amount" means an amount not to exceed Eighty-Six
Thousand Three Hundred Three Dollars ($86,303.00) of tax increment finance revenues to be used
for paying the costs to construct the Local Public Improvements.
1.4 Private Investment. "Private Investment" means an amount no less than Five
Hundred Seventy-Seven Thousand Three Hundred Fifty-Nine Dollars ($577,359.00) to be
expended by the Developer for the costs associated with constructing the improvements set forth
in the Project Plan, including architectural, engineering, and any other costs directly related to
construction of the Project that are expected to contribute to increases in the Assessed Value of the
Developer Property.
SECTION 2. INTERPRETATION, TERMS, AND RECITALS.
2.1 Intemretation.
(a) The terms "herein," "hereto," "hereunder," and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) "Section" or
"Article" shall be deemed to refer to the Section or Article of this Agreement bearing the
number so specified, (ii) "Exhibit" shall be deemed to refer to the Exhibit of this Agreement
bearing the letter or number so specified, and (iii) references to this "Agreement" shall
mean this Agreement and any exhibits and attachments hereto.
( c) Captions used for or in Sections, Articles, and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
(d) The terms "include", "including" and "such as" shall each be construed as
if followed by the phrase "without being limited to."
2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this
Agreement for all purposes.
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SECTION 3. ACCESS.
3.1 Grant of Easement. The Niles LLC and/or the Jefferson LLC, as the case may
require, will grant to the Commission a temporary, non-exclusive easement on, in, over, under and
across any part(s) of the Developer Property (the "Easement") in the form attached hereto as
Exhibit D, to permit the Commission to fulfill its obligations under this Agreement, including the
construction, equipping, and delivery of the Local Public Improvements. The Easement shall inure
to the benefit of the Commission and the Board of Works or any contractors acting on behalf of
the Commission in connection with the construction, equipping, and completion of the Local
Public Improvements.
SECTION 4. DEVELOPER'S OBLIGATIONS.
4.1 Generally. The Parties acknowledge and agree that the Commission's agreements
to perform and abide by the covenants and obligations set forth in this Agreement are material
consideration for the Developer's commitment to perform and abide by the covenants and
obligations of the Developer contained in this Agreement.
4.2 The Project.
(a) The Developer shall perform all necessary work to complete the
improvements set forth in the Project Plan attached hereto as Exhibit B, which
improvements shall comply with all zoning and land use laws and ordinances.
(b) The Developer will expend the Private Investment to complete the Project
in accordance with the Project Plan attached hereto as Exhibit B.
4.3 Cooperation. The Developer agrees to endorse and support the Commission's
efforts to expedite the Local Public Improvements through any required planning, design,
permitting, waiver, and related regulatory processes.
4.4 Obtain Necessary Easements. The Developer and Commission agree to obtain any
and all easements from any governmental entity and/or any other third parties that the Developer
or the Commission deems necessary or advisable in order to complete the Local Public
Improvements, and the obtaining of such easements is a condition precedent to the Parties'
obligations under this Agreement.
4.5 Timeframe for Completion. The Developer hereby agrees to complete the Project
and any other obligations the Developer may have under this Agreement by the date that is eighteen
(18) months after the Effective Date of this Agreement (the "Mandatory Project Completion Date").
Notwithstanding any provision of this Agreement to the contrary, the Developer's failure to
complete the Project or any other obligations the Developer may have under this Agreement by
the Mandatory Project Completion Date will constitute a default under this Agreement without
any requirement of notice of or an opportunity to cure such failure.
4.6 Developer's Property Employment Obligations. The Developer Property shall
have businesses at those locations that create forty (40) new jobs, with expected average hourly
wages of no less than Ten Dollars ($10.00) per hour for each employee (the "Job Creation
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Requirement") by the date that is twelve (12) months after the Developer has performed its
obligations under this Agreement (the "Job Creation Deadline") and maintain said jobs for at least
the period of time described in Section 4.7(c) below. Notwithstanding any provision of this
Agreement to the contrary, the Developer's failure to satisfy the Job Creation Requirement by the
Job Creation Deadline will constitute a default under this Agreement without any requirement of
notice of or an opportunity to cure such failure.
4. 7 Reporting Obligations.
(a) Upon the letting of contracts for substantial portions of the Project and again
upon substantial completion of the Project, the Developer hereby agrees to report to the
Commission the number oflocal contractors and local laborers involved in the Project, the
amount of bid awards for each contract related to the Project, and information regarding
which contractor is awarded each contract with respect to the Project.
(b) On or before June 30 and December 31 of each year until substantial
completion of the Project, the Developer shall submit to the Commission a report
demonstrating the Developer's good-faith compliance with the terms of this Agreement.
This report shall include the following information and documents: (i) a status report of the
construction completed to date, (ii) an update on the project schedule, (iii) an itemized
accounting generally identifying the Private Investment to date, and (iv) a status report of
the number of jobs created, detailed by location.
( c) On or before April 15 of the year that is one year after substantial
completion of the Project and on each April 15 thereafter until April 15 of the year which
is three (3) years after substantial completion of the Project, the Developer shall submit to
the Commission a report with the following information: (i) the number of jobs created as
a result of the Project and wage and benefit information for the jobs created; and (ii) a
detailed description of the of the job and wage details for the number of people employed
by the Developer in connection with the Project.
4.8 Submission of Plans and Specifications for Project. Upon completion of all plans
and specifications for the Project, or changes thereto, the Developer shall deliver a complete set
thereof to the Commission.
4.9 Costs and Expenses of Construction of Project. Developer hereby agrees to pay, or
cause to be paid, all costs and expenses of construction for the Project (including legal fees,
architectural and engineering fees), exclusive of the Local Public Improvements, which shall be
paid for by the Commission by and through the Funding Amount.
4.10 Specifications for Local Public Improvements. Developer will be responsible for
the preparation of all bid specifications related to the Local Public Improvements, and Developer
will pay all costs and expenses of the same. Developer will submit all bid specifications related
to the Local Public Improvements to the Board of Works and the Commission for review and
approval.
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4.11 Non-Interference. Developer hereby agrees to use commercially reasonable efforts
to mirum1ze disruption for those living and working near the Developer Property during
construction of the Project.
4.12 Insurance. The Developer shall purchase and maintain comprehensive insurance
coverage as is appropriate for the work being performed with respect to the Project. The Developer
shall provide proof of such adequate insurance to the Commission and shall notify the Commission
and the City of any change in or termination of such insurance. During the period of construction
or provision of services regarding any Local Public Improvements, the Commission and the City
shall be named as additional insureds for the minimum amounts or greater, when required by law,
as described in Exhibit E attached hereto (but not on any worker's compensation policies).
4.13 Property Maintenance; Liens. The Developer represents and warrants that as of the
Effective Date of this Agreement, there are no delinquent tax obligations, mechanics' or statutory
liens, or violations of applicable federal, state, or local laws, including the South Bend Municipal
Code, associated with the Niles Property or the Jefferson Property. The Developer agrees that it
will not place or suffer to be placed any lien or encumbrance of any kind on the Niles Property or
the Jefferson Property after the Effective Date of this Agreement without notice to and consent of
the Commission.
4.14 Information. The Developer agrees to provide any and all due diligence items with
respect to the Project reasonably requested by the Commission.
SECTION 5. COMMISSION'S OBLIGATIONS.
5.1 Generally. The Parties acknowledge and agree that the Developer's agreement to
perform and abide by the covenants and obligations set forth in this Agreement is material
consideration for the Commission's commitment to perform and abide by the covenants and
obligations of the Commission contained in the Agreement.
5 .2 Completion of Local Public Improvements.
(a) The Commission hereby agrees to complete (or cause to be completed) the
Local Public Improvements described in Exhibit C attached hereto on or before the date
that is twelve (12) months after the Mandatory Project Completion Date.
(b) Before work on the Local Public Improvements will commence, the
Commission will review and approve the bid specifications prepared by the Developer in
accordance with Section 4.10 of this Agreement.
(c) Notwithstanding anything contained herein to the contrary, in the event the
costs to construct the Local Public Improvements are in excess of the Funding Amount,
Developer, at its sole option, may determine to pay to the Commission the amount of the
excess costs to permit timely completion of the Local Public Improvements by the
Commission, or an agent of the Commission, which amounts shall be applied for such
purpose. If Developer chooses not to pay any such excess costs of the Local Public
Improvements (above the Funding Amount), the Commission may reduce the scope of the
Local Public Improvements to the amount which may be funded with the Funding Amount.
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In no event will the Commission be required to spend more than the Funding Amount in
connection with the Local Public Improvements.
5.3 Cooperation. The Commission agrees to endorse and support the Developer's
efforts to expedite the Project through any required planning, design, permitting, waiver, and
related regulatory processes, provided, however, that the Commission will not be required to
expend any money in connection therewith.
5 .4 Public Announcements, Press Releases, and Marketing Materials. The
Commission hereby agrees to coordinate all public announcements and press releases relating to
the Project with the Developer.
SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
6.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
settlement or final judgment including all appeals. Each Party shall select its own legal counsel
and retain such counsel at its own expense, and in no event shall the Commission be required to
bear the fees and costs of the Developer's attorneys nor shall the Developer be required to bear the
fees and costs of the Commission's attorneys. The Parties agree that if any other provision of this
Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of
competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall
survive such invalidation, nullification, or setting aside.
SECTION 7. DEFAULT.
7 .1 Default. Any failure by either Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other Party, shall constitute a default under this Agreement. Any
notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this
Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel
specific performance) seeking remedies for such default. If the default is cured within thirty (30)
days after the notice described in this Section 7 .1, then no default shall exist and the noticing Party
shall take no further action.
7 .2 Reimbursement Obligation. In the event that the Developer fails (a) to complete
the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the
Private Investment by the Mandatory Project Completion Date, then upon the written demand of
the Commission, the Developer will repay the Commission One Hundred Fifty Percent (150%) of
the portion of the Funding Amount expended by the Commission in furtherance of the Local Public
Improvements as of the date of the Commission's demand. In the event that the Developer fails
to satisfy the Job Creation Requirement by the Job Creation Deadline, then upon the written
demand of the Commission, the Developer will repay the Commission an amount equal to
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$2,589.09 multiplied by the number of jobs by which the Developer fell short of the Job Creation
Requirement as of the date of the Commission's demand.
7.3 Force Majeure. Notwithstanding anything to the contrary contained in this
Agreement, none of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
restrictions imposed or mandated by governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environments regulations, contract defaults by
third parties, or similar basis for excused performance which is not within the reasonable control
of the Party to be excused (each, an event of "Force Majeure"). Upon the request of any of the
Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
as may be mutually agreed upon by all the Parties.
SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF
INTEREST, INDEMNITY.
8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that:
(a) The Project is a private development;
(b) None of the Commission, the Board of Works, or the Developer has any
interest or responsibilities for, or due to, third parties concerning any improvements until
such time, and· only until such time, that the Commission, the Board of Works, and/or the
Developer accepts the same pursuant to the provisions of this Agreement; and
( c) The Parties hereby renounce the existence of any form of agency
relationship, joint venture or partnership between the Commission, the Board of Works,
and the Developer and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as creating any such relationship between the
Commission, the Board of Works, and the Developer.
8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No
member, official, or employee of the Commission or the City may have any personal interest,
direct or indirect, in this Agreement, nor shall any such member, official, or employee participate
in any decision relating to this Agreement which affects his or her personal interests or the interests
of any corporation, partnership, or association in which he or she is, directly or indirectly,
interested. No member, official, or employee of the Commission or the City 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 which may become due to the Developer, or its successors and
assigns, or on any obligations under the terms of this Agreement. No partner, member, employee,
or agent of the Developer or successors of them shall be personally liable to the Commission under
this Agreement.
8.3 Indemnity. Developer agrees to indemnify, defend, and hold the Commission and
the City harmless from and against any third party claims suffered by the Commission or the City
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as a result of a negligent act or omission of Developer, its members, employees and/or agents
relating to the completion of the Project and/or the Local Public Improvements unless such claims
arise by reason of the negligent act or omission of the Commission. The Commission agrees to
indemnify, defend, and hold the Developer harmless from and against any third party claims
suffered by the Developer as a result of an intentional or negligent act or omission of the
Commission, its members, officials, employee's and/or agents relating to the completion of the
Project and/or the Local Public Improvements unless such claims arise by reason of the negligent
act or omission of the Developer.
SECTION 9. MISCELLANEOUS.
9 .1 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
of this Agreement shall continue in full force and effect unless amended or modified by mutual
consent of the parties.
9 .2 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all
such other further instruments and documents as may be reasonably necessary to accomplish the
Project and the Local Public Improvements contemplated by this Agreement and to provide and
secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder.
Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated
by this Agreement may be required to be undertaken by persons, agencies, or entities that are not
a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals
(to the extent they have not yet been obtained and completed), and that any action by such third
parties shall require independent approval by the respective person, agency, entity, or governing
body thereof.
9.3 Waiver of Jury Trial. The Parties acknowledge that disputes arising under this
Agreement are likely to be complex and they desire to streamline and minimize the cost of
resolving such disputes. In any legal proceeding, each party irrevocably waives the right to trial
by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject
matter of this Agreement. This waiver applies to all claims against all parties to such actions and
proceedings. This waiver is knowingly, intentionally, and voluntarily made by both parties.
9.4 Attorneys' Fees. In the event of any litigation, mediation, or arbitration between
the Parties regarding an alleged breach of this Agreement, none of the Parties shall be entitled to
any award of attorney's fees.
9.5 Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
(a) 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; and
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(b) 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.
9.6 Counterparts. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute one and the
same instrument. Any electronically transmitted version of a manually executed original shall be
deemed a manually executed original.
9.7 Notices and Demands. Any notice, demand, or other communication required or
permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be
deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Party's respective addresses
and representatives stated below.
Developer:
With a copy to:
Commission:
With a copy to:
121 River Race LLC
121 S. Niles Avenue
South Bend, Indiana 4661 7
Attn: David Matthews
and
5 21 Jefferson LLC
P.O. Box 338
Notre Dame, Indiana 46556
Attn: David Matthews
Marcellus M. Lebbin
May Oberfell Lorber
4100 Edison Lakes Parkway, Suite 100
Mishawaka, Indiana 46545
South Bend Redevelopment Commission
1400 S. County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Chris Fielding
South Bend Legal Department
1200 S. County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
9.8 Governing Law. This Agreement is governed by the laws of the State of Indiana.
9
9 .9 Authority. Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
9.10 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties herein.
9.11 Assignment. The Developer's rights under this Agreement shall be personal to the
Developer and shall not run with the land. Upon written consent of the Commission, the
Developer may assign its rights and obligations under this Agreement to another party.
9 .12 Further Assurances. The Parties agree that they will each undertake in good faith,
as permitted by law, any action and execute and deliver any document reasonably required to carry
out the intents and purposes of this Agreement.
9 .13 Exhibits. All exhibits described herein and attached hereto are incorporated into
this Agreement by reference.
9.14 Entire Agreement. No representation, promise, or inducement not included in this
Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except
by mutual agreement of the Parties set forth in a written instrument signed by the Parties'
authorized representatives.
9 .15 Time. Time is of the essence of this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as
of the Effective Date.
ATTEST:
Signature
Printed Name and Title
South Bend Redevelopment Commission
STATE OF INDIANA
COUNTY OF ST. JOSEPH
COMMISSION:
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Signature
Printed Name and Title
South Bend Redevelopment Commission
)
)
)
SS:
Before me, the undersigned, a Notary Public for and in said County and State, this __
day of , 2015, personally appeared and
the and
___________ of the South Bend Redevelopment Commission, and acknowledged
execution of the foregoing Development Agreement for and on behalf of South Bend
Redevelopment Commission for the use and purposes contained therein.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal.
(SEAL)
____________ ,Notary Public
Commission expires: _____ _ Resident of _______ County, __ _
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]
STATE OF INDIANA
COUNTY OF ST. JOSEPH
DEVELOPER:
121 River Race LLC, an Indiana limited liability
company
By:~
Name: .0 fnifo vt1A-nHGtvV
Title: l\k:n1 b·f\.,
)
)
)
SS:
Before me, the undersigned, a Notary Public in and for said County and State, this ~#\
day of !vlv , 2015, personally appeared D 4v.ID ll/4rr-ttGu-J , the
l\Aemb 1,v r of 121 River Race LLC, and acknowledged execution of the
foregoing Development Agreement for and on behalf of 121 River Race LLC.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal.
NOEL NAVARRETE ~ 0
(SEAL) NOTARY PUBLIC
SEAL
STATE OF INDIANA
MY COMMISSION EXPIRES SEPT. 10, 202~ N. ~ NA-J~6-7f..
Commission expires: 5<i?r \ o,~J-c>-Resident of~~~\-\-
'
, Notary Public
County, /fV1>1"""P.,
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]
STATE OF INDIANA
COUNTY OF ST. JOSEPH
521 Jefferson LLC, an Indiana limited liability
company
By:~
Name: 0-ef-U\O rfu-rrr~<V
Title: l\A em b.pc-
)
)
)
SS:
Before me, the undersigned, a Notary Public in and for said County and State, this IJ.f{
day of 1u'v , 2015, personally appeared OttUbL> M1rrH.F="wl , the
f IAJ:?n11S eii of 521 Jefferson LLC, and acknowledged execution of the
foregoing Development Agreement for and on behalf of 521 Jefferson LLC.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal.
(SEAL)
NOEL NAVARRETE
NOTARY PUBLIC
SEAL
STATE OF INDIANA
MY COMMISSION EXPIRES SEPT. 10, 2022 \.I l I ~ n\:?t..L f\ll\V~~:>~ , Notary Public
Commissionexpires: ~ t9~ Resident of~~ County, {rJ.D11TrV~
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]
Niles Property
Jefferson Property
EXHIBIT A
Description of Developer Property
EXHIBITB
Project Plan
The Developer will complete the following work in accordance with the terms and
conditions of the Development Agreement and in compliance with all applicable laws and
regulations:
A. The Developer will remove all obstructions or impediments, including any existing
decking or other structures, that may interfere with the Commission's work on the
tunnel situated on or near the Developer Property.
B. The Developer will construct and equip a seating deck on the Jefferson Property
with a capacity of _ persons, in substantial conformity with the rendering( s)
attached as hereto as Exhibit B-.
C. The Developer will repair and improve the fac;ade of the Niles Property, m
substantial conformity with the rendering(s) attached hereto as Exhibit B-_.
D. The Developer will construct and equip a seating deck on the Niles Property with
a capacity of_ persons, in substantial conformity with the rendering( s) attached
hereto as Exhibit B-
E. The Developer will construct or improve the following elements of Suite 11 at the
Niles Property: stage, sound, windows, doors, ramp, floors, bar, and kitchen.
EXHIBITC
Description of Local Public Improvements
The Commission will complete, or cause to be completed, the following work in
accordance with the terms and conditions of the Development Agreement and in compliance with
all applicable laws and regulations:
Phase One: After the Developer has cleared any obstructions or impediments on the
Developer Property, the Commission will repair and/or reconfigure the tunnel exit situated
on or near the Developer Property.
Phase Two: After the Developer has completed items A through D set forth in the Project
Plan attached to the Development Agreement as Exhibit B, the Commission will:
A. construct, repair, and/or rehabilitate the parking lots situated on the Developer
Property and an adjacent parking lot owned by the City of South Bend; and
B. improve the landscaped area adjacent to the parking lots situated on the Developer
Property.
C. Fa9ade improvements, specifically window replacement of the building situated on
the Developer Property.
EXHIBITD
Form of Easement
GRANT OF TEMPORARY EASEMENT
THIS INDENTURE, made as of the ____ day of , 2015 (the "Effective
Date"), by and between , an Indiana limited liability company with offices at
_________ (the "Grantor"), and the South Bend Redevelopment Commission, governing
body of the City of South Bend Department of Redevelopment, 1400 S. County-City Building, 227 West
Jefferson Boulevard, South Bend, Indiana 46601 (the "Grantee").
WITNESSETH:
For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which
Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-
exclusive easement (the "Easement") on, in, over, under and across the real property described in attached
Exhibit 1 (the "Property") for the construction, equipping, and delivery of certain improvements on the
Property (the "Local Public Improvements"), together with the right of ingress to and egress from the
Easement for said purposes, all pursuant a certain Development Agreement by and between Grantor and
Grantee, dated , 2015 (the "Development Agreement").
The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of
Grantor, for the use and benefit of Grantee to the extent necessary to accomplish and carry out the
construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby
granted includes the right and privilege for Grantee at reasonable times to clean and remove from said
Easement any debris or obstructions interfering with said Easement.
The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit
of Grantee and Grantee's contractors acting on Grantee's behalf in connection with the Local Public
Improvements.
Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor,
the Easement shall terminate and be of no further force and effect on the date (hereinafter, the "Construction
Termination Date") of the earliest of the following: (a) April 30, 2016; (b) expiration or earlier termination
of the Development Agreement; or ( c) such earlier date as Grantor and Grantee may agree to in writing.
IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in
the acknowledgment set forth below to be effective as of the Effective Date.
STATE OF INDIANA
COUNTY OF ST. JOSEPH
)
) SS:
)
GRANTOR:
Pl R1'ifi" l(qce Uc , an Indiana limited liability
company
Printed: 0.A-U7-0 ~
Before me, the undersigned, a Notary Public in and for said State, personally appeared
01tv'.:l.D tl11.A:r·mPU4 , to me known to be the frf gmhe0 of the Grantor in the above Grant of
Temporary Easement, and acknowledged the execution of the same as the Grantor's free and voluntary act
and deed.
WITNESS m hand and Notarial Seal this ~ day of J\..N \y }~15.
NOEL NAVARRETE ft.. I\~. JO
NOTARY PUBLIC e;.,// ~ ~----""'
SEAL
STATE OF INDIANA """\.:>(,\... ~ '\JMAt:~otary Public
MYCOMMISSJONEXPIRESSEPT.1!' ?022 R 'd' · e....__ l ~ t IN ..._.. _____ ___.·-·-~---·-·-· . est mg 1ll ~ -.l~ vOUn y,
My Commission Expires:
This instrument was prepared by Benjamin 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.
EXHIBIT 1
Description of Property
A.
B.
C.
D.
EXHIBITE
Minimum Insurance Amounts
Worker's Compensation
1. State
2. Applicable Federal
3. Employer's Liability
Comprehensive General Liability
1. Bodily Injury
a. $1,000,000.00
b. $5,000,000.00
2. Property Damage
a. $1,000,000.00
b. $5,000,000.00
Comprehensive Automobile Liability
1. Bodily Injury
a. $500,000.00
b. $500,000.00
2. Property Damage
a. $500,000.00
Comprehensive Liability Insurance
1. Bodily Injury
a. · $1,000,000.00
b. $5,000,000.00
2. Property Damage
a. $1,000,000.00
b. $5,000,000.00
Statutory
Statutory
$100,000.00
Each Occurrence
Annual Aggregate Products
and Completed Operation
Each Occurrence
Annual Aggregate
Each Person
Each Accident
Each Occurrence
Each Occurrence
Annual Aggregate Products
and Completed Operation
Each Occurrence
Annual Aggregate
0004.0000022