HomeMy WebLinkAboutagenda item 2015 0730 rdc 05a3Department of
Community Investment
Memorandum
Tuesday, July 28, 2015
TO:
FROM:
Redevelopment Commission
Scott Ford
SUBJECT: Option Agreement for Lots 2 and 3 of the plat at Coveleski Park Minor Subdivision
Included in the Commissioners pack is an executed Option Agreement between Swing-Batter-Swing,
LLC and the Redevelopment Commission. This Agreement outlines the negotiated terms for the
exclusive option to purchase the two parcels which abut the northern boundary of Four Winds Field
(Lots 2 and 3 of the plat at Coveleski Park Minor Subdivision).
In April 15, 2015 the Redevelopment Commission adopted Resolution Numbers 3284 and 3285 to
establish the minimum offering price of for disposition of the parcels to be collectively, $402,000. As
of May 14, 2015 no bids were received and following Section 22 of the Redevelopment Statue, the
City was free to negotiate term_s with prospective purchasers.
Andrew Berlin, the owner of Swing-Batter-Swing and the South Bend Cubs has invested over $7.3
million in upgrades to Four Winds Field and the facility has become magnet for visitors, setting
numerous single game and an overall season attendance record in 2014.
Key Terms:
Period: The initial term extends from the Effective Date through the end of 2016, with the annual
opportunity for three one-year extensions to extend through December 31, 2019.
Option Price: The initial Option price is $1.00, and it steps up with each extension at the following
schedule: $1,000.00 for the first extension, $5,000.00 with the second extension, and
$10,000.00 for the final extension. For each extension the payment and a written report to the
Commission would be due by January 31st of the year under consideration. In the event that Swing
Batter Swing seeks to execute the Option the purchase price for the property would be $1.00.
Exercise of Option: In order to exercise the Option, Swing-Batter-Swing will need to provide
development plans to be approved by the Redevelopment Commission as part of the Purchase
Agreement for the property. The development is intended to be a mixed-use project consistent with
the dense, urban village environment with pedestrian-oriented space including residential and/or
commercial and/or retail and/or hospitality uses.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 I P: 574-235-9371 I FAX: 574"235-9021 I SOUTHBENDIN.GOV
ITEM: 5.A.(3)
REAL ESTATE OPTION AGREEMENT
This Option Agreement (this "Option Agreement") is made as of July 30, 2015 (the
"Effective Date") by and between the South Bend Redevelopment Commission, governing body
of the City of South Bend Department of Redevelopment (the "Commission")~ and Swing-
Batter-Swing, LLC, an Indiana limited liability company with offices at 501 W. South St., South
Bend, Indiana 46601 (the "Company") (each a "Party" and collectively the "Parties").
RECITALS
A. The Commission exists and operates pursuant to the Redevelopment of Cities and
Towns Act of 1953, as amended, being LC. 36-7-14 (the "Act").
B.
In furtherance of its purposes under the Act, the Commission owns certain real
property located in South Bend, Indiana, and more particularly described in attached Exhibit A
(the "Property"), which abuts the stadium commonly known as Four Winds Field at Stanley
Coveleski Stadium (the "Stadium").
C. Pursuant to the Act, the Commission adopted Resolution Numbers 3284 and
3285, collectively attached as
Exhibit B, on April 15, 2015, whereby the Commission
established the minimum offering prices for the respective portions of the Property, which
together equal Four Hundred Two Thousand Dollars ($402,000.00).
D. Pursuant to the Act, the Commission publicized its intent to sell the Property and
invited bids for the purchase of the Property to be submitted by May 14, 2015, at 9:00 a.m.
E. As of May 14, 2015 at 9:00 a.m., the Commission received no bids for the
Property, and, therefore, the Commission, having satisfied the conditions stated in Section 22 of
the Act, now desires to grant to the Company an option to purchase the Property on the terms
stated in this Option Agreement.
NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other
valuable consideration, the recd.pt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Exclusive Option to Purchase. The Connnission hereby grants the Company an
exclusive option to purchase the Property, subject to the terms and conditions stated in this
Option Agreement (the "Option'').
2. Option Period. The Company must exercise the Option, if at all, on or after the
Effective Date of this Option Agreement and no later than December 31, 2016 (the "Option
Period"), provided, however, that the Option Period may be extended for no more than three (3)
additional terms of one (1) year each. To extend the Option Period to December 31, 2017, the
Company will deliver to the Commission by January 31, 2017, (i) a payment in the amount of
One Thousand Dollars ($1,000.00) and (ii) a written report satisfactory to the Commission
concerning any development prospects or plans for the Property. To extend the Option Period to
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December 31, 2018, the Company will deliver to the Commission by January 31, 2018, (i) a
payment in the amount of Five Thousand Dollars ($5,000.00) and (ii) a written report
satisfactory to the.Commission concerning any development prospects or plans for the Property.
To extend the Option Period to December 31, 2019, the Company will deliver to the
Commission by January 31, 2019, (i) a payment in the amount of Ten Thousand Dollars
($10,000.00) and (ii) a written report satisfactory to the Commission concerning any
development prospects or plans for the Property. Notwithstanding any provision herein to the
contrary, this Option Agreement will terminate immediately in the event of any conveyance,
transfer, or assignment that causes Andrew Berlin not to have a majority ownership interest in
the minor league baseball team currently known as the South Bend Cubs, which is a Class A
Minor League Franchise in the Midwest League of Professional Baseball Clubs, Inc., a member
of the National Association of Professional Baseball Leagues, Inc. (the "Team"). The preceding
sentence shall not apply to any conveyance, transfer or assignment for bona fide estate planning
purposes of such majority ownership interest in the Team that does not cause Andrew Berlin to
lose management control of the Team.
3. Exercise of Option. The Company may exercise the Option by giving to the
Commission written notice (as provided in Section 11) of its intent to purchase the Property (the
"Notice of Intent"). The Notice of Intent will include detailed site plans and specifications for
the Company's proposed development of the Property as a mixed-use project including, without
limitation, residential, commercial, and retail/hospitality uses, which will comply with all
applicable zoning and land use laws and regulations. Notwithstanding any provision herein to
the contrary, the Company will not be deemed to have exercised the Option until the
Commission adopts a resolution approving such site plans and specifications delivered to the
Commission with the Company's Notice of Intent.
4. Purchase Price. In the event the Company exercises the Option, the Commission
will sell the Property to the Company for One Dollar ($1.00) (the "Purchase Price"), in
consideration of the Company's proposed use of the Property in accordance with the terms of
this Option Agreement and the purchase agreement described in Section 5 below.
5. Purchase Agreement and Closing. If the Company exercises the Option, the
Commission and the Company will promptly negotiate the terms of a purchase agreement for the
Property. The Commission and its counsel shall be responsible for preparing the initial draft of
the purchase agreement, which will be in a form customary for transactions of similar scope and
significance to the Parties and will include customary representations, warranties, indemnities,
covenants, conditions of closing, and other customaty matters. In addition, the purchase
agreement will require the Company to develop the Property into a mixed-use project, consistent
with a dense urban village environment comprised of pedestrian-oriented space including
residential and/or commercial and/or retail and/or hospitality uses, all in accordance with the
Commission-approved site plans and specifications delivered to the Commission with the
Company's Notice of Intent. At closing, the Commission shall deliver to the Company a quit
claim deed conveying the Property to the Company free and clear of all encumbrances, excepting
and subject to all legal highways, applicable zoning ordinances, easements and other restrictions
of record, and real estate taxes and assessments. The Company will pay all closing costs,
recording fees, and title company charges arising out of the closing.
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6. Recording of Memorandum. The Parties agree to execute and record in the Office
of the Recorder of St. Joseph County, Indiana, a memorandum of this Option Agreement in the
form attached hereto as Exhibit C.
7. Governing Law. This Option Agreement will be governed by and construed in
accordance with the laws of the State of Indiana.
8. Benefit of the Parties. This Option Agreement is made solely for the benefit of
the Parties, and no one else shall acquire or have any right under (or by virtue of) this Option
Agreement.
9. Binding Effect and Assignment. This Option Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors and assigns. The Company
may not assign this Option Agreement to any other party without the Commission's prior written
consent.
10. Amendment. This Option Agreement may be amended only by a written
instrument signed by authorized representatives of both Parties.
11. Notices. All notices and other communications required or permitted under this
Option Agreement will be in writing and will be furnished by hand delivery or by registered or
certified mail to the Parties at the addresses set forth below. Any such notice shall be duly given
upon the date it is delivered to the addresses shown below, addressed as follows:
Commission:
With a copy to:
Company:
With a copy to:
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
Swing-Batter-Swing, LLC
501 W. South St.
South Bend, IN 46601
Attn: Joe Hart
Faegre Baker Daniels LLP
202 S. Michigan St., Suite 1400
South Bend, IN 46601
Attn: Richard L. Hill, Esq.
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12. Severability. If any term, provision, covenant, or restriction contained in this
Option Agreement that is intended to be binding and enforceable is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions,
covenants, and restrictions contained in this Option Agreement will remain in full force and
effect and will in no way be affected, impaired, or invalidated.
13. Entire Agreement. This Option Agreement contains the entire agreement between
the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous
written or oral agreements or understandings of any kind between the Parties with respect to the
subject matter hereof.
14. Authority. The undersigned persons executing and delivering this Option
Agreement on behalf of each of the Parties represent and certify that they are the duly authorized
officers of such respective Party and have been fully empowered to execute and deliver this
Option Agreement on behalf of such Party and that all necessary action to execute and deliver
this Option Agreement has been taken by such Party.
15. Counterparts; Facsimile Signatures. This Option Agreement may be executed in
any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Any electronic version of a manually executed
original shall be deemed a manually executed original.
IN WITNESS WHEREOF, the Parties have executed this Real Estate Option Agreement
to be effective as of the Effective Date.
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia I. Jones, President
ATTEST:
Donald E. Inks, Secretary
4000.0000069 71429305.007
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SWING-BATTER-SWING, LLC
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Printed Name and Title
Exhibit A
Description of Property
Lots 2 and 3 of the plat of Coveleski Park Minor Subdivision recorded on February 11, 2015, as
Document No. 1503430 in the Office of the Recorder of St. Joseph County, Indiana. [Parcel Key
Nos. 18-3014-051501 and 18-3014-051502]
ExhibitB
South Bend Redevelopment Commission Resolution Numbers 3284 and 3285 ·
[See attached.]
RESOLUTION NO. 3284
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROVING THE FAIR MARKET VALUE OF
PROPERTY IN THE RIVER WEST DEVELOPMENT AREA.
WHEREAS, the property identified at Exhibit "A" attached hereto and
incorporated herein has been appraised by two qualified, independent, professional real
estate appraisers and a written and signed copy of their appraisals is contained in the
Commission's files; and
WHEREAS, each such appraisal has been reviewed by a qualified
Redevelopment staff person and no corrections, revisions, or additions were requested
by such reviewer; and
WHEREAS, the reviewer· has prepared a written report which indicates that the
appraisals are complete and consistent in the factual data contained therein, comply
with existing statu.tory and regulatory requirements and are acceptable for the
determination of fair market value.
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission, governing body of the City of South Bend Department of Redevelopment,
that based upon such appraisals and the review thereof,· the offering price of the
property described at ·Exhibit 11
A" is hereby established. as stated therein and all
documentation, related to such determination is contained in the Commission's files.
ADOPTED at a meeting of the South Bend Redevelopment Commission held on
April 15, 2015, at 1308 County-City Building, 227 West Jefferson Boulevard, South
Bend, Indiana 46601.
CITY OF SOUTH BEND
DEPARTMENT OF REDEVELOPMENT
L~Q~ ..
Davia A. Varner, Vice-President
Property
Lot 2 of the
Covef eski Park
Minor Subdivision
EXHIBIT "A"
RESOLUTION NO. 3284
:
Size Minimum Offering
Price
Lot: $287,500
117,672 SF
2.70 Acres+/-
Proposed Use ·
Commercial projects
that are permitted withjn
the Centrar Business
District zoning
designation.
Strong emphasis will be
placed during the review
process on compatibility
with the goals and
objectives of the River
West Development
Area; Coveleski Park
·Planning Area; and the
surrounding
neighborhood.
RESOLUTION NO. 3285
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROVING THE FAIR MARKET VALUE OF
PROPERTY IN THE RIV.ER WEST DEVELOPMENT AREA.
WHEREAS, the property identified at Exhibit "A" attached hereto and
incorporated herein has been appraised by tvyo qualified 1 independent, professional real
estate appraisers and a written and signed copy of their appraisals is contained in the
Commission 1
s files; and · ·
WHEREAS, each such appraisal has be~n reviewed by a qualified
Redevelopment staff person and no corrections, revisions, or additions were requested
by such reviewer; and
WHEREAS, the reviewer has prepared a written report which indicates that the
appraisals are complete and consistent in the factual data contained therein, comply
with· existing statutory and regulatory requirements and are acceptable for the
determination of fair market value.
NOW 1 THEREFORE, BE IT RESOLVED by the South Bend Redevelopment
Commission, governing body of the City of South Bend Department of Redevelopment 1
that based upon such appraisals and the review thereof, the offering price of the
property described at Exhibit "A" is hereby established as stated therein and all
documentation related to such determination is contained in the Commission's files.
· ADOPTED at a meeting of the South Bend Redevelopment Commission held on
April 15 1 2015, at 1308 -County-City Building, 227 West Jefferson Boulevard, South
Bend, Indiana 46601.
CITY OF SOUTH BEND
DEPARTMENT OF REDEVELOPMENT
Vice-President
Property
Lot 3 of the Coveleski
Park Minor Subdivision
EXHIBIT "A"
RESOLUTION NO. 3285
Size Minimum Offering
Price
Lot: $114,500
46,609 SF
1. 07 Acres +/-
I
Proposed Use
Commercial projects
that are permitted within
the Central Business
District zoning
designation.
Strong emphasis will be
placed during the review
proc~ss on compatibility
· with the goals and
objectives of the River
· West Development
Area; Coveleski Park
Planning Area; and the
surrounding
neighborhood.
Exhibit C
Memorandum of Option Agreement
MEMORANDUM OF REAL ESTATE OPTION AGREEMENT
This Memorandum of Real Estate Option Agreement (this "Memorandum") is entered
into as of July 30, 2015 (the "Effective Date"), by and between the South Bend Redevelopment
Commission, governing body of the City of South Bend Department of Redevelopment (the
"Commission"), and Swing-Batter-Swing, LLC, an Indiana limited liability company with
offices at 501 W. South St., South Bend, Indiana 46601 (the "Company") (each a "Party" and
collectively the "Parties").
WI1NESSETH
A. The Commission owns certain real property located in South Bend, Indiana, and
more particularly described as follows (the "Property"):
Lots 2 and 3 of the plat of Coveleski Park Minor
Subdivision recorded on February 11, 2015, as
Document No. 1503430 in the Office of the
Recorder of St. Joseph County, Indiana. [Parcel
Key Nos. 18-3014-051501 and 18-3014-051502]
B. As of the Effective Date hereof, the Commission and the Company entered into a
Real Estate Option Agreement (the "Option Agreement") whereby the Commission granted the
Company an exclusive option (the "Option") to purchase the Property upon terms and conditions
more particularly stated in the Agreement.
C. The Parties desire to place their interests in the Property as a matter of record.
NOW, THEREFORE, the Parties state as follows:
1. The initial tenn of the Option will commence on the Effective Date and conclude
on December 31, 2016, unless earlier terminated pursuant to the terms of the Agreement. The
initial term of the Option may be exte11ded by the Company for no more than three (3) additional
terms of one (1) year each.
2. This Memorandum may be executed in any number of counterparts, each of
which counterpart, when so executed and delivered, shall be an original, but all such counterparts
when taken together shall constitute but one and the saine Memorandum.
3. The recitals set forth above are hereby incorporated herein by reference.
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SOUTH BEND
REDEVELOPMENT COMMISSION
Marcia I. Jones, President
ATTEST:
Donald E. Inks, Secretary
STATE OF INDIANA )
) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally
appeared Marcia I. Jones and Donald E. Inks, known to me to be the President and Secretary,
respectively, of the South Bend Redevelopment Commission and acknowledged the execution of
the foregoing Memorandum of Real Estate Option Agreement.
lN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the __ day of , 2015.
My Commission Expires:
Notary Public
Residing in St. Joseph County, Indiana
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-~-
STATE OF ILLINOIS
COOK COUNTY
)
) SS:
)
S~TlE~-SWIN~LC-* • r.~
. Andrew T. Berlin, Manager
Before me, the undersigned, a Notary Public, in and for said County and State, personally
appeared Andrew T. Berlin, known to me to be the Manager of Swing-Batter-Swing, LLC and
acknowledged the execution of the foregoing Memorandum of Real Estate Option Agreement.
IN WI1NESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on
the~ day of July, 2015.
My Commission Expires:
s /;>.LI. II t
I affinn, 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.
This instrument was prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South
Bend, Indiana 46601.
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