HomeMy WebLinkAboutagenda item 2015 1029 rdc 05a4Department of
Community Investment
Memorandum
Thursday October 29, 2015
TO: South Bend Redevelopment Commission
FROM: Sarah Heintzelman, Business Development
SUBJECT: Development Agreement for Manufacturing Technology Incorporated
ITEM: 5.A.(4)
Manufacturing Technology Incorporated (MTI), is a locally owned and operated manufacturer,
which was started in South Bend in 1926. They are expanding their operations and are
looking for support from the Commission to assist with infrastructure and development costs.
MTI signed a purchase agreement on a 100,000 square feet vacant building on Sheridan that
they will be upgrading to meet their needs. They will also be investing over 2.5 million dollars
on real estate improvements, equipment, and other capital expenditures. This project is
expected to create 26 jobs over the 'next ten years with a minimum hourly wage of $14.
MTI will continue operations at their West Washington Street facility and this project will
represent an extension of their current lines as well as a consolidation of their Sample Street
facility.
Staff requests approval of $108,850 for infrastructure needs, including asphalt work, and
other project related costs.
227 W. JEFFERSON BLVD. SO UTH BEND, IN 46601 I P:.574-235-9371 I FAX: 574-235-9021 I SOUTHBENDIN.GOV
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agre~ment"), is effective as of October 29, 2015 (the
"Effective
Date")~ by and b~tween th~ City of South Bend, Depmiment of Redevelopment, by ai~d
through its governing body, the South Bend Redevelop111ent Commi~sion (the "Commissfon,"),
and Manufacturing Technology, Inc., an indiana corporation with offices at 1702 W. Washington
St., South Bend, Indiana 46628 (the "Developer") (each, a "Paity," and collectively, the "Parties'').
RECITA.LS
WHEREAS, the Commission exists and operates under the prov1s1ons of the
Redevelopment of Cities and Towns Act of 1953, as amended (I.C. '36-7-14 et seq.·, the ''Act");
and
WHEREAS, the Act provides that the
cle~ra.nce, replanning, and redevelopment of
redevelopment areas ate public uses and purposes for which p:ublic monyy may be spent; and
WHEREAS, the Developer owns or will promptly acquire certain real property described
in Exhibit A, together with all improvements thereon and all easements, rights, licenses, ~nd other
interests appurtenant thereto (collectively, the "Developer Prope1iy"); and
WHEREAS, the Developer desires to construct, renovate, or otherwise rehabilitate certain
elements of the Developer Prope1iy and invest in new manufacturing. and other equipment (the
"Project") in accordance with the project plan (the "Proj~ct Plan~') attached hereto as Exhibit B;
and
WHEREAS, the Developer Prope1iy is located within the corporate boundaries of the City
of South Bend, Indiana (the "Cityn), within the River West Development Area (the ''Area"); 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 acco111plishing th~ .Project as described herein
is
in the best interests ofthehealth~ safety, and welfare of the City and its residents; and
WHEREAS, the Commission desires to facilitate and assist the Project by unde1iaking the
local public improvem~nts stated in Exhibit C (the "Local Public Improvements") and the
financing thereof (or such other local public hnprovements as may b~ agreed to between the
pruiies) subject to the Funding Amount and the tenns 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 Pm1ies agree as follows:
SECTION 1. DEFINITIONS.
Unless oth~rwise defmed in this Agreement, capitalized terms used in this Agreement have
the following meanings: ··
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1.1 Assessed Value. "Assessed Value" means the market value-in-use of a prope1ty,
used for pl'ope1ty tax assessment purposes as determined by the St. Joseph County Assessor.
L2 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 J.C. 36-1-12.
1.3 Funding Amount. ''Funding AmQunt" ~eans ~ amount not to ~x~e~d 0,ne
Hundred Eight Thousand Seven Hundred Fifty Dollru:s ($108,750.00) of tax increment finance
revenues to be used for paying the costs associated with the consttuction, equipping, inspection,
and delivery of the Local Public Improvements.
1.4 Private Investment. "Private Iuvestment" means ap. arnount no less than Two
Million Five Htmdred TJ:iousarid Dollars ($2,500,000) to be expended by the Developer for the
costs, including architectural, engineering, and. any other costs, associated with constrncting the
improvements and acquhing the personal ptoperty set foiih in the Project Plart, at least Nine
Hundred Twenty:..Nine Thousand Dollars ($929,000) of which will be directly related to a:Q.q
expected to contribute to increases in the Assessed Value of the Developer Propeity.
SECTION 2. INTERPRETATION, TERMS, AND RECITALS.
2.1 Inte1:pretation.
(a) The terms "herein/' "hereto," "hereunder," and all terms of siini1ar impo1t
shall be deemed to refer to this Agteement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
{b) Unless otherwise.specified, refererice·s in this Agreement to (i) "Section" or
"Altic.le'" shall be deemed to tefor to the Section or A1ticle of this Agreement beating the
number so specified, (ii) "E:Xhibit" shall be deemed to refer to the Exhibit of this Agreement ·
bearing the letter or ntirriber so specified, and (iii) references to· this .iAgreement" shall
mean this Agreement and any exhibits and attachments hereto.
( c) Captions i1sed for or in Sections, Aiticles, and Exhibits of this Agreement
are foi' convenience of teference only and shall not affect the conshuction of this
Agreement.
( d) The terms· "include", "including" and "such as." shall each be construed as
if followed by the phrase "with<:>ut being limited to."
2.2 Recitals. The Recitals set forth above ai·e incorporated into and ai·e a pait of this
Agreement for all purposes.
SECTION 3. ACCESR
3.1 Grant of Easement. .The Developer will grant t<;> the Commission a tempor~ry, n,on-
exclu~ive easement on, in, over, under and ac~·oss any pa1t(s) of the Developer Property (the
''Easemep.t") jn the foim attached her~to as Exhibit D. to pe1mit the Commission to fulfill its
obligations under this Agreetnent, indudihg the construction, equipping, and delivery of the Local
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Public hnprovements. The Easement shall (a) "inure to the benefit of the Commission and the .
Boatd of Works or any contractors acting on behalf of the Commission in connection with the
const.rnction, eql.lipping, and delivery of the Local Public .Itnprovements; (b) shall bind the
Developer &nd its grantees, successors, and assigns; and ( c) shall termin1;1te upon completion ofthe
Local Public Improvements, as determined by the Board Qf Works.
SECTION 4.. DEvELOPER'S OBLIGATIONS.
4.1 Generally. The Parties aclmowledge and agree thaj 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 perfo1m and abide by the covenants and
obligations of the Developer contained in this Agreement.
4.2 Th~ Project.
(a) The Developer will acqµjre fee simple ownership of the Developer Property
and prove such acquisition to the Comhlission in a manner acceptable to the Commission.
The Developer's acquisition of the Developer Property is a condition precedent to all of
the Paities' respective obligations under this Agreement.
(b) The Develpper · will perfo1m all necessary work to complete the
improvem~nts set forth in the Project Plan attached hereto as Exhibit. B and the plans and
specifications submitted to the Commission pursuant to Section 4.8 of this Agreement,
which improvements shall comply with all zoning and land use laws and ordinances.
(c) The Developer will expend the Private Investment to complete the Project
in acqqrdi:in.ce with the Project Plan attached hereto as Exhibit B and the plans and
spedfications submitted to the Commission pursuant to Section 4,8 of this Agreement.
4.3 · Cooperation. The Developer agrees to endorse and support the Commission's
effo1ts to expedite the Local Publjc Im,provements through arty required planning, design, public
bidd~g, consh11ction, inspection, waiver, permitting, and related regulatory proc~sses.
4.4 Obtain Necessary Easements. The Developer agrees to obtain any and all
easements from any governmentai entity and/or any other third pa1ties that the Developer or the
Commission deems ne,cess~ry or advi,sable in ordet to complete the Local Public Improvements,
and the obtaining of such easements. is a condition ptecedent to the Commission1s obligations
w:ider thi~ 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 thiity-
six (36) months after the Effective D1;1te of this Agre.ement (the "Mandatory Project Completion
Diite~1). Notwithstanding any provision of this Agreement to the contrary, the Developer's failure
to complete the Project or any othet obligations the Developer.may have imd.er this Agreement by
the Mandatory ·Project Completion Date will constitute a 4efault under this Agreement without
any requirement of notice of or an pppo1tunity to cure such failure.
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4.6 Developer's Employment Obligations. The Developer shall create thitteen (13) ·
new jobs located at or based from the Developer Prope1ty or other property owned and operated
by the Deveioper within the Area, with average hourly wages of no Jess than Fourteep, Doilars
($14.00) per hour .for each employ~e (the "'ob Creation Requirement") by the da,te that is sixty
(60) months after the Effective Date of this Agreement (the "Job Cteation Deadline"). The
Developer will maintain said jobs for at least the period of time described in Section 4. 7( c) below.
Notwithstanding any ptovision of this Agreement to the cop;tJ.'ary, the Developer's failute 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 opp91tlln.ity to cm-e supb, failure.
4.7 Rep01ting Obligations.
(a) Upon the letting of contracts for substantial po1tions of the Project and again
upon substantiai c0mpletion of the Project, the Develo11er her~by agrees to ;report to the
Commission the mµnber oflocal contractors and local laborers involved in the Project, the
· amo1mt of bid awards for each contract related to the Project, and infonnation regarding·
which contractor is awarded each contract with respect to the Project.
(b) On or before April l 5 and December 31 of each year 1.mtil 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 repo1t shall include the following inf01mation and documents: (i) a status rep<;>rt of the
c6nstr"nction 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 rep01t of
the number of jobs created for employment at the location(s) described in Section 4.6.
(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.11ntil April 15 of the year which
is five (5). years a.fter substantial completion of the Project, the Developer shall submit to
the Commission a report (which may be a copy of any Compliance with Statement of
Benefits (Form CF-1) filed by the Developer with the City forthe appropriate time pe1'iod)
with the following information: (i) the number of jobs created as a result offue '.ProJect; (ii)
wage and benefit information for each job created; and (iii) a brief description of each job
created stating the job title and a general designation of the wo.rker's respon$ibilities (e.g.,
managerial, supeivisory, labQ;r, etq.).
4 .. 8 Submission of Plans and Specifications for Ptoject Promptly upon completion <;>f
all plans and specifications for the Project, or changes thereto, the Developer shall deliver a
complete set thereof to the Commis.sion and will consider, in the Developer's.reasonable discretion,
any proposed .aniendments suggested by the Commission. ·
. 4.9 Costs and EXj;>enses of Construction of Pi"oject. The Developer hereby agrees to
pay, or cause to be paid, all costs ahd expenses of construction for the Project (includ,ing legal fees;
architectural and engineering fees), ~xclusive of the Local Public Improvements, wbi¢h shall be
pai.d for by the Commission by and ilu"ough the· Funding Amoupt subject to the tenns of this
Agreement.
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4.10 Specifications for Loc1:1l Public Improvements. The Developer will be responsible
for the preparation of all bid Specifications tefated to the Local Public Improvements_, and the
Developer will pay all costs and. expenses of such preparation, provided, however, that if the
Commission pays any costs or ~xpense.s of such preparation, then the ar.nount paid l?y the
Commission will be ded.ucte.d from the Fun.ding Amount.. The Develop~r wi1J supmit all bid
specifications related to the Local Public Improvements to the City of South Bend Engineering
Department (the 'iEnginee:i;ing Departmenf'). The Engineering Depa11ment may approve or
disapprove said bid specifications for the Project
in its sole discretion and may request revisions
or ame:pdnients to be made to the satlle.
4.11 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
sh.all provide proof of such adequate insurance to the Commission and shall notify the Commission
and the City of a]ly change in or termination of such insl,Jrance. During the period of construction
or provision of services regarding any Local Public Improvements, the Developer shall m.ail~tain
insw-ance in the kinds and for at least the minimum amounts as described in Exhibit E attached
hereto and the Cominission .and the City shall be named as additional insureds on such policies
(but not on any worker's compensation ~olicies). ·
4.12 Info1mation. The Developer agrees to provide any and all due dilig<;:nce hems with
respect to the Project reasonably requested by the Commission.
SECTION 5. COMMISSION'S OBLIGATlONS.
5 .1 Generally. The Parties acknowledge and agree that the Developet' s agreement to
perfoim and abide by the covenants. and obligations set forth in this Agreement is material
consideration for the Commission's commitment to perfo1m and abide by the covenants and
obligations of the Conmlission contain~d :l,p 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 a schedule to be
reasonably detennined and agreed to by the Commission and the Developer, as may be . ·
modified due to m1foreseen circumstances and delays, with an effmt to coordinate, as much
as possible, the completion 6f all .such Local Public Improvements in corinection with the .
Devel9per's work and timing for utilization of the Develop.er Prope1ty for overations.
(b) Before arty work on the Local PµblJc Improvements will coµunence, (a) the
Commission will have received plans and specifications for the Pl·oject in accordau.ce whh
Section 4.8 of this Agreement, and (b) the Engineering Department will have received
satisfactory bid speolfications for the Local Public Improvements and approved the same
in accord.fillce with Sectio11 4.10 of thi~ Agreement. ·
( c) The Local Public Improvements will be completed hi acc,ordance witlJ. all
applicable public bidding and conttacting laws and will be subject to inspection by the
Engineerin$ Department or its designee.
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( d) Notwithstanding anything contained herein to the contrary, in the event the
costs associated with the Local Pnblic Improvements are in excess ofthe FUhding Amount,
Developet, at its sole option, may detennine to pay to the Commission the am9unt of the
excess Cbsts to pe1mit timely completion of the tocal Public Improvewents by the
Cortllhission, oi' an agent of the Commission, which amounts shall be applied for such
purpose. If Developer chooses n9t to pay any such excess costs. of the Local Public·
improverp.ents (abovetlie funding Amoul).t), the Commission may reduce the scope of the
Local Public Improvements to the amount which may be funded with the Funding Amount.
In no event will the Commission be reqtiired to spend more than the Funq:lng Amopnt in
connection with the Local Public hnprovements.
5.3 .Cooperation. The Commission agtees to endorse and suppbrt the Developer's
efforts to expedite the Project thtbugh any required planning, design, permitting, waiver, and
related regulatory processes, ptov:ided, }1.owever, that the Commission will not l:>e required to
e'Xpend any money in connection therewith.
5.4 Public. Announcements, Press Releases, and Marketing Materials. The
Commission heteby agrees to coordinate, if reasonably requested by the Developer, all pµblic
announcements and press releases relating to the Project with the Developer.
SECTION~. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
6.1 Coopetation. In the event of any adrniniStrative, legal, oi equitable. action 01'. other
proceeding instituted by ahy person not a paity to this Agreement challenging the validity of any
provision of this Agreement, the Pattie.s shal1 cooperate in defending such action or proceeding to
settlement or final judgment incll.lding all appeals.· Each Paity shall select its own legal counsel
and retain such cotmsel at its own expense, ahd in no event shall the Commission be required to ·
bear the fees and costs of the Developer's attorneys nor shall the Developer be requh'ed to beai· the
fees and costs of the Commission's attorneys. The Paities agree that if any other provision of this
Agreement, or this Agreement as a wh9l~, is invi;Uidateci, rendered null, or set aside by a comi of
competentjurisc;liction, the Parties agree to be bound by the terms of this Section 6.1, which shall
sw·vive such invalidation, nullificatiort, or setting aside.
SECTION 7. DEFAULT.
7 .1 Default. Any faih1re 'by either Patty to perform any te1m or provision of this
Agreement, which failme continues uncured ·for a period of thirty (30) days· following written
notice of such failui'e from the other Party, shall constitute a default under this Agreement. Any
notice given pm'stiaht to the preceding sentence shall specify the natw·e of the alleged failure and,
where apptop1iate, the manner in which said fi;lilure satisfactorily may be cur~d. Upon the
occummce of a default urn;ler tlli,s Agr~emeut, the non-defaulting Paity may (a) terminate this
Agreement; or (b) institute legal ptoceedings at law or in equity (including any actfon to compel
specific perfo1mance) s·eeking remedies fot such default. If the defa:u1t is cured within thirty (30)
days aftei: the notice described in this Section 7 .1, then no default shall exist aµd the noticiJ1g Patty
shall take no further action.
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7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete
the Project by the Mandatory Project Completion Date, ol' (b) to expend the full amount of the
Private Investment by the Mandatory Project Completion Date, then 1,lpOIJ. the written d.em~d of
the Commission, the Developer will repay the Corri.mission One Hundred Fifty Percent (150%) of
the portion of the Funding Amount expended by the Commission in ftutherartce of the Lo.cal Public
Improvements as of the date of the Con;Unission"s demand. fu the event that the Developer fails
to satisfy the Job Crea,tion Requirement by the Job Cteation Deadline, then upon the written
demand of the Commission, the Developer will repay the Commission an amount equal to Twelve
Thousand Five Hundred Forty-Eight Dollars ($12,548.00) multiplied by the number of jobs by
which the Developer fell sho1t of the Jol;> Creation Requirement as of the date of the Commission's
demand. ·
7.3 Force Majeure. Notwithstanding anything to the contrary contained in tWs
Agreement~ none of the Parties shall be d.eemed to be in defaµlt where delays in performance or
failures to perform are due to, and a necessai·y outcome of, war, insunection, strikes or other labor
disturl;>ances, walk-outs, riots, flooqs, ea,rthquakes, fires, castialties, acts of God, acts oftenorism,
restrictions imposed or mandated' by governmental entities, enactment of conflicting state or
federal laws ot regulations, new or supplemental envirortments regulations, con~ract d.efaults by
third p:a1ties, 01: similar basis for excused perf01ma11ce which is not within the rea.sonl:\ble control
of the Pa1ty to be excused (each, an event of "Force Majeure"). UpQn the request of any of the
Parties, a reasonable extensiqn of any date or deadline set fo1th 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 Patties.
SECTION 8. NO AGENCY, JOINT VENTURE, ORPARTNERSffiP; CONFLICT OF
INTEREST, INDEMNITY. .
.8.1 No Agency, Joint Venture or Pa11nership. The Patties acknowle<;lge and agree that:
(a) The Project is .a private development; and
(b) The Patties hereby renounce the existence of any forin of agency
relationship, joint venture or partnership between the Corn,:rµssio:Q., the Board of Works,
and the Devetopei" and agree that nothing cont~ined herejn or in any document execi.1ted in
connection herewith shall be constrned as creating any such relationship between the
Commission, the Board of Works, and the Developer.
&.2 Co:rtflict of Interest; Comn::iissibn Representatives Not Individuaily Liable. No
member, official, or employee of the CommissiQn or the City may have any pe1'.sonal interest,
direct or indirect, .in this A.g1:eement, nor shall any such member, official, or employee participate
in any decis.ion relating to this Agree.rnent 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 membel'; official, or employee of the Commission or the City shall 'be pers6n~ly
liable to the Developer, or any successor in interest, in the event of any defauit or breach by the
Commission or for any amount whfoh may beGome due t.o the Developer, or its successors and
assigns, or on anY o~llgations under the ten;ns of thls Agreemetlt No pa1iner, membel'., employee,
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or agent of the Developer or successors of them shall be personally foible to th~ Commission ~mder
thi.s Agreement.
8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the
Conunission and the City from and against any third-party claims suffered by the Commission qr
. the City resulting from OJ incuned in connection with the Local Public Improvements or the
Project. · ·
SECTION 9. MISCELLANEOUS.
9.1 Severability. If any tenn or provision of this Agreement is heid by a coµrt of
compet({nt jurisdiction to be 1nvalid, void, or unen:(01•ceable, the remaining te.1.ms and ptovisiorts
of this Agreement shall continµe in :fµll force and effect unless amended or modified by mutual
consent of the pa1ties.
9.2 Other Necessary Acts. Each P;:i1ty sha.11 e.xeciite imcl deliver to the pther Patties all
such other fmther insfrwnents .and docµments as may .be reasonably necessary to accomplish the
Project and the-Locai Public ~provements contemplated by this Agreement and to provide aild
secure to the othe'r Parties the full and complete enjoyment of its rights and priVileges hereunder.
Notwithstanding the foregoing, the Pa1ties understand and agree that ceitain actions contempla,ted
by this Agreement may be requir~d to be µnqertaken by persons, ~gencies~ or en,titjes 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
patties shall require independent apptoval by the respective person, agency; entity, or governing
body thereof. · · ·
9.3 Waiver of Jurv Trial. The Parties acknowledge that disputes arising under this
Agreement are likely to be complex and they desire to str.eainline and minimize the cost of
resolving such disputes. In ·any legal proceeding, each paity inevocably waives the right to trial
by jury in any action, counterclaim, dispute, or proceeding based upon, Qr ~·elated to, the subject
matter of this Agreement. This waiver applies to ali claim:; against aJl pruties to such acti.ons and
·proceedings. This waiver is knowingly? intentionally? andvoluntai-ily made by both parties.
9.4 Attorneys.' Fees. In the event of any litigation, mediation~ or ai·bitration between
the Parties regarding aii alleged bTeach of this Agreement, none of the Parties shall be entitled to
any award o.f attorney)s fees.
9.5 Equal Employment Oppo1tunity. The Developer, for itself and its successors and
assigns, a:gtees that during the construction of the Project:
(a) The :Developer wUl pot discriminate a.gainst any employee or applicant for
employment bec~use of :rac~, co for, teligion, sex, or national origin. The Developer agrees
to post in co.nspicuous places, available to employees and applicants for .empl6yment,
notices setting forth the prnvisions cifthis rtondiscririlination clause; and
(I?) T4e Develope~· will state, .il! all ~olicit!J.tiops or advertis~ments for
employees ph1ce4 by or on behai:f Qf the Developer, that all qualified applicants will receive
consicleration for employment without regard to tace, color, religion, sex, or natiOnal odgin.
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9.6 Counterparts. This Agreement may be executed in separate counterparts, each of
which when s9.executed shall be an original, but all of which togethe1' shall constitute one and the
same instrnment. Any electronically transmitted vetsion of a manually executed original shail be
de.emed a manually executed original.
9.7 Notices and Demands. Any notice, den:nmd, or other communication required or
permHtec.! under the terms ofthls Ag1:eement m&Y be delivered (a) by hand-delivery (which will be
deemed de.liv~red. at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered thtee (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Pa,.iy;s respective addresses
and representatives stated below. ·
Developer:
With a copy to:
Commission:
With a copy to:
Manufacturing Technology, Inc.
1702 W. Washington St.
South Bend, Jndiana 46628
Attn: Michael Lannan
Barnes & Thornburg
100 N. Michigan Street, Ste. 700
South :i3e.1;1d, IN 46601
Attn: Ric;hard J. Deahl
South Bend Redevelopment Commission
1400 S. Cotmty-City Builc1ing
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Chris Fielding .
South Bend Legal Deprutment
1200 S. CQwty-City Building
227 W. Jeffetson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
9.8 Governing Law. This Agreement is governed by and constn,1eq iIJ. accordance with
the laws of the State of Indiana.
9.9 Authority. Each undersigned person executing and delivering· this Agreement on
behi;Uf of a Pru'ty repres~nts and certifies that he or she is the duly m;ithorized officer or
tepresentative of such Paity, that he ot she has been fully empowered to execute and deliver this
Agreement on behalf of such Pmiy, and tha~ all necessary ·~ction to execute and deliver this
Agreement has been t~en l;>y such Party.
9.10 No Third-Pa.ity Beneficiaries. Nothing in this Agreement, expr~ss or implied, is
intended or shall be construed to confer upon any person, fum, or corporation other than the Pa1iies
hereto and their respective successors or ·as$.igns, any rem.~dy or claim up.a°t~r ot by reason of this
· Aireement or ~my term, covenap.t, or condition hereof, as third-patiy beneficiaries or otherWise,
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and a.tl of the terms,. covenants,. and conditions hereof shall be for the sole and exclusive benefit of
the Paiiies herein.
9.11 Assignment. The Developer's rights under this Agreement sh~ll be personal to the
Developer and shall not rnn with the land. The Developer may not assign its rights or obligations
under this Agreement to any third party· (other than a wholly owned subsidiary or affiliate under
coiilnion control with the Developei) without obtaining the :Commission7
s prior written cqnsent to
such assignment, which the Commission may give or withhold ip. its sole c;Iisc.retion. In the event
the
Dev~loper ~eel<:s the Com;r.n:ission's consent to ~Y suph assignm,ent~ the Developer shall
provide. to the Commission all :relevant info1mation concerning the identities of the persons cir
entities proposed to be involved in artd an explanation of the purposes for the proposed
assigliment( s).
9.12 Fmiher Assurances. The Parties agree th~tthey will each undettake in good faith,
as pe.lmitted by law, any action and execute and deliver any document reasonably required to catry ·
out the intents and purposes of this Agteement. ·
9.13 Exhibits. All exhibits des~dbed herein and attached hereto are incorporated into
th~s Agreement by re.feren,ce.
9.14 Entire Agreement. No i'eptesentation, promise, oi· inducement not included in this
Agreement will be binding upon the Pai1ies hc,:lreto. This Agreement cannot be modified except
by :rµutual agreement of the .Parties s_~t forth in a written instnmieni signed by the Parties'
authorized representatives,
9.15 Time. Time is ofthe essence of this Agr~ement.
[SIGNJ\TURE PAGJ;:S FOLLOW]
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as
of the Effective Date.
ATTEST:
Sigiwlure
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 Com1nission
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SS:
Before. me, the
undersign~d, a Notary Public for and in said County and State, this __
day of , 2015, personally ·appeared and
, the and
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----------of the South Bend Redevelopment Commission, and aclmowledged
execution of the foregoing Development Agreement for and oh behalf of South Benci
Red{(velopment Commission for the use and purposes contained therein.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal.
(SEAL)
Commission expires: _____ _
.,.,.-------------'Notary Public
Resident of ______ County,_. __ _
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]
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STATE OF INDIANA
COUNTY OF ST. JOSEPH
DEVELOPER:
MANUFACTURING TECHNOLOGY, INC.
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Before me, the undersigned, a Notary Public in and for said County and State. this J..{Q_.fl'--
day of J~~, 2015, personally appeared · bau'j, µ/lltf , the ·
Ch /11, =; /f5cif of Manufacturing Techrr;logy, Inc., and ackn6wledged
execution of the foregoing Development Agreement for and oh behalf of Manufacturing
Technology, Inc.
IN WI1NESS WHEREOF, I :Qave hereunto
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]
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4000.0000045 43608174.009
EXHIBIT A
D.escrjption of Developer Property
A tract ofland located in the Southeast Qumter and the Southwest Quarter o:{ S~ction 4, Township
37 North, Range 2 East, South Bend, Indiana more pai1icu1ariy describ~d as follows:
Beginning at the Nq11he~st int(!rs.ec.tion of Sheri pan A venue and Linden A venue; thence "East along
the North )~ne of Linden Avep1ie, .459.69 feet; thence N011h perpendfoular to said North line of
Linden Avenue; 496,98 feet to the point of curvature of a cutve; thence No11h<::astedy along a curve
with a radius of38:9 feet and a deflection angle to the right of 105°, 112.88 feet, f!l'C measurement,
to the Southerly right-of-way line of the New York Central Raili;oad; thence N<:>rthwesterly along
said Southerly right-of-way line t.o the Easterly line of said She:dcJan A venue; thence Southerly
along said Easterly line 9f Sher.idan Avenue, I 078.89 feet to the point of beginning.
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EXHIBITB
Project Plan
The Developer will complete the following work in accordance with the terms and
conditions of the Agreement and ih compliance with all applicable laws and regulations:
A. General constructiOn and demolition. Remove/remodel current offices ·and rebuild
office·space, m~j.n entrance including seclil'ity door and visitor waiting area. New
B.
c.
· bathrooms that are ADA compliant in the office area. Constl'tlct additional
functional rooms, which may include, for example, metrology laboratory room, and
conference room(s). · '
Repair. and modify infrastrnct:ures compl'ising or sel'ving the building, including
(for example where needed): roof, sprinkler, production bathroom, water
mitigatiori/sunip tank system, sewage ejector pump, flooring, walls,
landsc~pin.g,
exte1nal appearance, HV AC/air mlJ}<.eup system, repair plumbing/piping; paint
production walls as reql,lired, and other items to funQtionally operate the facility.
Install/constrnct electrical circuit irt. the facility, i.e. bus duct, power distribution as
required, overhead crane, racking, jib crane, and lighting.
D. Ptuc)lase/installation of ne':V and refurbished equipment for manufacturing,
research and development, logistical information, and/or info1mation technology
purposes at the Developer Property.
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EXHIBITC
Desc~iption 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 Agreement and in compliance with all applicable
laws and regulations: ·
A. repair of overhead doors and sealing brick in the fa9ade of the main building on the
Developer Property;
B.
C.
D.
E.
F.
G.
removal of overgrown shrubbery, plants, debris/trash, railroad ties and tracks, and
weeds from the Developer Prope11y;
installation of dark fiber connection of the Developer Property to the St. Joseph
Valley Metronet;
improvements to the electrical system serving the Developer Property_;
improvements/installation of public lighting around Sheridan Avenue and Linden
A venue in the vicinity of the Developer Property;
patching and sealing of asphalt areas on the Developer Prope11y;
landscaping and signage on the Developer .Prope1iy;
H. expansion of existing sto1m water retention basin ori or serving the Developer
Property; and
I. installation of water mitigation system.
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EXHIBITD
Form of Easement
GRANT OF TEMPOnAR.Y EASEMENT
THIS INDENTURE, made as of the c.t161
[~. day of ()')/o&!t-· '2015 (the "Effectiv~
D.ate"), ~y and between Manufacturing Technology. Inc., an Indiana co1poration With offices at 1702 W.
Washington St., South Ben.d, Indiana 46628 (the "G1'imtor''), and the South Bend Redevelopment
Commission, goVei'ning body or the City of SotJth Bend Depati!llent of Redevelopment, 1400 S. County~
City Building; 227 West Jefferspn Boulevard, South Bend, Indiana 46601 (the "Grantee").
WITNESSETH:
For the swn of One Dollar ($1.00) and other good, and valuable consideration, the receipt of which
Grantor hereby acknowledges, Gratitor hei·eby grants, conveys, and warraot.s to Grantee a tempora1y, non-
exclusive easement (the "Easement") on, in, over, under and ac1;oss the real property described in attached
Exhibit I (the "Property") for the construction, equipping, and delivery of ce1tain improvements on the
Property (the "Local Public Improvements"), together with the· right of ingress to ~d egress from the
Easement for said purposes, all pursuant a ce11ain Pevelop.Q:J.ent Agreement by and between Grnntor and
Grantee, dated 2015 (the "Development Agreement"). Capitalized t¢mis not
otherwise defined.herein shall have the meanings set f01th in the Development Agreement.
The Easement granted herein shall pe1tain to the air, swface, and subsu1face rights and interests of
Gnmtor, for the use and benefit of Grantee, and its successors ai1d assigns, to the extent necessruy to
accomplish an<J cariy out the construction, equipping, and delive1y of the L.ocal lmprovements on the
Property. The Easement hereby granted includes the rjght and privilege for Grantee at reasonable times. to
clean a;nd i:emove from said Easement any debris or obstructions interfering with said Easeme·n.t.
The Ei;1s.emetit granted herein, and its associ.ated benefits and obligations, shall inure to the benefit
of Grantee artd Grantee's contractors acting on Grantee's beha:if in connection with the Local Public·
Iniprovements.
Notwithstanding anything co.ntained herein to the contra1y, unless extended in writing by Granto.r,
theEaseI;Dent.shall terminate and be of no ftutlier force and effept on the date (hereinafter, the "Construction
Te1mination Date") of the .earliest of the following: (a) completion of the Loci;!! Public lmprovements; (b)
expiration or earliei' termination of the Development Agreemei.it; or (c) such earlier date as Grantor an~
Grantee may agree to iii writing. · ·
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IN WITNESS WHEREOF; (}ranter has executed this Grant of Temporary Easement on the date shown in
the aclo1owledgment set fo11h below to be effective as of the Effectiv(1 Date.
STATE OF INDIANA
COUNTY OF ST. JOSEPH
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GRANTOR:
Before me, the undersigned, a Notaiy Public in and for said State, personally appeared
"/701.-:t.y /;f,!4.Jf , to me known to be the. C. [).()' of the Grantor in the above Grant of
Temporary Easement, and acknowledged the execution of the same as the Grantor's free and volm:ita1y act
and deed.
WITNESS my hand and Notarial Seal th.is :}_ft? day of {)Jz;/:;.,c/, 2015 .
. JfN~IFER M.BORSODI q~~ ~
Notary Public· Seal I '-I ~ All P , 1•
State of Indiana ,Jt/1f1J!/L 1"/·~tfr, Notruy Public
My Commls.sion Expires Aug 23, ?017 Residing in Sp sh CC/(. County, IN
My Commission Expires: 3 ..-d-o I ]
This instnunent wa5 prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. Gounty-City. Bµilding, 227 W. Jefferson Blvd., South
Bend, Int(iana 46601.
I affinn, t)Ddec .the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless requ.ited
by law. Benjamin). Dougherty.
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EXHIBIT 1.
Description of Property
A tract ofland located in the Southeast Qua1ter apd the Southwest Quaiter of Section 4, Township
37 Nchth, Range 2 East, South Bend, Indiana more patticularly described as follows:
. .
Beginning at the Northeast intersection of Sheridan A venue and Linden A, venue; thence East along
the Noith line of Linden Avenue, 459.69 feet; thence North pe~pel1dicµJar to said North line of
Linden Avenue, 496.98 feet to the point of ctuvature of a cu1've;. thence Nottheasterly along a curve
with a radius of 389 feet and a deflection apgle to the Tight of 10.5°, 712.88 feet, arc measurement,
to the Southerly right-of-way line of the New York Central Railroad; thence Northwesterly along
said Southerly right-of-way line to the Easterly line of said S_heridan Avenue; th,ence Southerly
along said Easterly line of Sheridan Avenue, 1078 .89 feet to the point of beginning ..
A.
c.
D.
EXBIBITlt:
Minim'1Jll Insurance Amounts
Worker's Comper,tsation
1. State
2. Applicable Federal ·
3. Em_ployet' s Liability
Comprehensive G~neral Liability
1. Bodily Injury
a; $1,000,000.00
b. $5,000,000.00
2. Prope1ty Damage .
a. . $1,.000,000.00
b. $5,000;000.00
Comprehensive A~tomobile Liability
1. Bodily Injury
a. $500,000.00
b. $500,000.00
2. Prnperty Damage
a. $500,000.00
Comprehensive Liability Insurance
1. Bodily Inju.ry
a. $1,000,000.00
b. $5,000,000.00
2. Prope1ty Damage
a. $1,000,000.00
b. $5,000,000.00
Statutory
Statutory
$100,000.00
Each Occurrence
Annual Aggregate Products
and Completed Operation
Each Occunence
Annual Aggregate
Each Person
E.ach Accident
Each Occunence
Each Occunence
Annual Aggregate Products
and Complete4 Operation
Each Occurrence
Annual Ag$regate
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