HomeMy WebLinkAboutagenda item 2016 0324 rdc5c85 C (8)
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° Department of
. PEACE '
Y� Community Investment
1865
Memorandum
Tuesday, March 22, 2016
TO: Redevelopment Commissioners
FROM: Scott Ford, Community Investment
SUBJECT: First Amendment to Development Agreement - former College Football Hall of Fame
On April 15, 2015, the Commission approved initially the terms of a partnership with JSK / Southold
LLC for the sale of the former College Football Hall of Fame and the adjoining parking lot for a mixed -
use redevelopment project to include office and retail space along with a hotel. On July 16, 2015 the
Commission approved a Development Agreement that outlined those terms.
Through the course of the ensuing months, JSK has worked closely with City Staff, Marriot Corporate
officials, as well as with neighboring businesses to the site to hone the development and confirm
specific details that were contemplated but note specified in the original agreement, such as the
parking arrangement.
The program of the hotel has increased by 20 rooms, which will represent an additional $1.7M in
estimated private investment for the construction. Additionally, several design changes were made
to accentuate opportunities for ground floor retail to enhance the key axis between the Century
Center's main entrance and Michigan Street, as well as to improve the streetscape along St. Joseph
and Jefferson streets. The additional hotel rooms and building program will generate additional tax
revenues back to the community in excess of $500,000 in the first 10 years of the project.
Consequently, the Amendment reflects the larger private investment and public assistance for site
costs, for additional request of $500,000 to be added to the Commission's original commitment of
$700,000 for site improvements.
The Amendment also:
- Provides a commitment of the Commission to offer up to 70 spaces at the Leighton Garage
to be rented by JSK for use of hotel guests, for which JSK will pay the standard monthly rate.
Parties will agree to reevaluate this arrangement after the first year of hotel operations.
- Increases the personal guarantee of AJ Patel to reflect the increase in the incentive
associated with the project.
- Changes the closing dates for the HOF and Jefferson Lot to reflect current timetable.
Staff requests approval of this Agreement.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
THIS; FIRST AMENDMENT TO DEVELOPMENT AGREE
MINT (this '°I~7xst.
.Amendment ") is made oil March 24, 2016 (the "Effective Date "), by and between the Soi7th
Bend Redevelopment Cotnnnission, the governing body of the City of Booth Bend Department of
lZede�felopment (tl7e'` "Commission" ), and Southhold, LLC, an Indiana limited lzaliil ty company
Nvith 4:registcred office at 120 Dixiewpy North, Sat►tl7 Bend. Indiana (filie "Developer. ") (each a
`party," and collectively the "Parties ").
RECITALS
A. The Coffiffi ssion and the -Developer entered into that certain Development
Agreetntnt dated July 16, 2015
the '`Development Agreement "), for the redevelopment of the
P oJeel ,.Site (as defiticd in the 1)eveloproent Agreement), including reusing and rehabilitating the
Nilding known ,as the .former College Football Hall of Fame and constructing a new hotel on an
adlaeent parcel in downtown $.cuth Bend;
B. In consideration of the Developer's ongoing planning activities concerning the
project, the Parties desire to amend certain provisions of the Development Agreement in
accordance with the terms of this First Amendment.
NOW, THEREFORE, in consideration of the mutual promises and obligations in this
First Amendment and the Development Agreement, the adequacy of which consideration is
hereby acknowledged, the Parties agree as follows:
1. In Section 1.3 of the Development Agreement, "Seven Hundred Thousand Dollars
($700,000)" is deleted and replaced by "One Million Two Hundred Thousand Dollars
($1.200.000)."
2. In accordance with the above increase of the Funding Amount to One Million
Two Hundred Thousand Dollars ($1,200,000.00), each instance of "One Million Nine Hundred
Thousand Dollars ($1,900,000.00)" in Section 4.15 of the Development Agreement is deleted
and replaced by "Two Million Four Hundred Thousand Dollars ($2,400,000.00)." Further,
Anant Patel, as the sole member and owner of the Developer, will execute the Amended and
Restated Personal Guaranty attached hereto as Exhibit 1.
3. In the first sentence of Section 3.1 of the Development Agreement, 'January 1,
2016" is deleted and replaced by "April 1, 2016."
4. In the second sentence of Section 3.3.2 of the Development Agreement, "the
Jefferson Lot Closing Date" is deleted and replaced by "August 11, 2016."
5. The following new Section is inserted immediately following Section 5,8 of the
Development agreement:
5.9 Parking Accommodations; The Commission hereby agrees to make
available to the Developer; upon the Developer's request, no greater than seventy
(70) reserved parking spaces in the Leighton -Parking Garage located in South
Bend, Indiana, and dedicated for use by the Developer or its designees for the
Project Site for the period commencing on the date the Project `Site rs:operato>xl.
( "Operation Commencement Date," which date the Developer will :certify in
writing to the Commission) and expiring on the first arin versary of the 1 Uptify,cin`
Commencement Date (the "Initial R_ eserved Parking Period "); The Cdrnirtiss%on
will make such reserved parking spaces available to Developerduring the In
Reserved Parking Period for a per - space- per -month rate at the les8er of (a) the
standard monthly space rate for reserved spaces in the Leighton Parking Garage in
effect on the Operation Commencement Date and (b) a neW residential space rate
in effect on the Operation Commencement Date after ado by>fhc South Bend
Board of Public Works and approval by the South Bend Common Council. At
least sixty (60) days before the expiration of the Initial Reserved Parking Period,
the Developer and the Commission will negotiate in ,food faith cnncerriirig'
parking accommodations after the expiration of the Initial Reserved; Pgrki g
Period on terms and conditions as mutually agreed upon by the Developer and the
Commission.
6. Immediately following the first sentence of Section 10.7 of the Development
Agreement, the following sentence is inserted: "Each Party may modify its address(es) or
representative(s) stated below by written notice to the other Party." Pursuant to Section 10.7 of
the Development Agreement as amended by this First Amendment, the Developer hereby
instructs the Commission to direct copies of all notices, demands, or other communications
required or permitted under the terms of the Development Agreement to Barnes & Thornburg
LLP, 121 West Franklin Street, Suite 200, Elkhart, IN 46516, Attn: Joel D. Duthie, as the
Developer's legal counsel replacing Warrick & Boyn, LLP.
7. Unless expressly modified by this First Amendment, the terms and provisions of
the Development Agreement remain in full force and effect.
8. Capitalized terms used in this First Amendment will have the meanings set forth
in the Development Agreement unless otherwise stated herein,
[Signature page follows.]
2
IN WITNESS WHEREOF, the Parties hereby execute this First Amendment to
Development Agreement to be effective on the Effective Date stated above.
COMMISSION:
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia I. Jones, President
ATTEST:
Donald E. Inks, Secretary
DEVELOPER:
Southhold, LLC
ant Patel, So e Mem "er
400o.06do(!3o 677.37269.005
3_
EXHIBIT 1
Form of Amended and Restated Personal Guaranty
AMENDED AND R)E<STATED PERSONAL GUARAN'T'Y
This Amended and Restated Personal Guaranty (this "Guaranty ") dated March 24, 2016
(the "Effective Date "), is made by Anant Patel, an Indiana resident (the "Guarantor "), in favor of
the South Bend Redevelopment Commission, governing body of the City of South Bend
Department of Redevelopment, 1400 S. County -City Building, 227 Wst Jefferson Boulevard,
South Bend, Indiana 46601 (the Commission") and the City of South Bend, a municipal
corporation (the "City," and together with the Commission, the "Guaranteed Parties").
RECITALS
WHEREAS, the Guarantor is the sole member and owner of Southhold, LLC (the
"Company "); and
WHEREAS, the Company and the Commission entered into a Development Agreement
dated as of July 16, 2015, as amended by the First Amendment to Development Agreement dated
March 24, 2016 (collectively, the "Development Agreement ") concerning the redevelopment of
certain real property located in the City of South Bend, Indiana (the "Hall of Fame Property ");
and
WHEREAS, pursuant to the Development Agreement, the Company will purchase the
Hall of Fame Property from the Commission in order to integrate the Hall of Fame Property into
the Company's development of adjacent real property (the "Project"), and
WHEREAS, to induce the Commission to sell the Hal] of Fame Property to the Company
for inclusion in the Project, the Guarantor now offers this Guaranty regarding the Company's
obligation to purchase the Hall of Fame Property from the Commission; and
NOW THEREFORE, the Guarantor makes this Guaranty on the following terms:
1. The Guarantor represents and warrants that he is the sole member and owner of
the Company.
2• As an inducement for the Commission to enter into the Development Agreement
with the Company,. the Guarantor hereby unconditionally and absolutely guarantees to the
Guaranteed Parties the full and prompt payment when due, upon written demand from either of
the Guaranteed. Patties to the Guarantor, an al all amounts (a) payable to the Commission
under the Development Agreement and (b) actually expended by the Commission in completing
the Local Public Improvements (as defined in the Development Agreement) to the date of the
C'ommission's demand (collectively, the `Guaranteed Obligations ").
3. The amount of the Guaranteed Obligations shall not exceed Two Million Foui
Hundte � Thpusand DaIlar,•s ($2,400,000.00) and shall be reduced from time to time in
accordance_ Mott the amount of aq,payment made by the Guarantor to the Guaranteed Parties to
be applxd to the. Guarantied Obligations, This Guaranty supersedes and replaces the Personal
uatanty :Of Guarantor in favor of the Commission dated July 16, 2015.
Obligations, including notice of acre tance of this 1 ,s con e7-n the Guatar teed
4. The Guarantor hereby waives any and all notice.
g
P C'ruarant }, notice ot'any Liability to which tt
may apply, notice of protest.. ;and M ice of dishonor or ngnpayment of any such liabillty.,.
Further, the Guarantor hereby waives any right to require. the Guaranted Part to proceed first.
against the Company in the event of the Company's failure to pray an; amount owing Eo he:
Commission.
5. The Guarantor will not exercise any right of reimbursement or contribution from
the Company until all obligations owing to the Commission are paid in full.
6. The Guarantor agrees that his liability as Guarantor, shall.continue acid remain in
full force and effect in the event that all or any part of any payment made hereunder or any obligation or liabilit y guaialteed Hereunder issecovered aa
fraudulent conveyance, preference,
or otherwise) rescinded or must otherwise be reinstated or returned due to bankruptcy or
insolvency laws or otherwise.
7. This Guaranty will remain in full force and effect until all of the Guaranteed
Obligations are fully paid and satisfied.
8. This Guaranty will be interpreted according to and governed by the laws of the
State of Indiana.
9. This Guaranty may not be changed, waived, discharged or terminated except by a
written instrument signed by the Guarantor and the Commission.
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty Agreement to be
effective on the Effective Date stated above.
Guarantor:
An ant Patel
ACCEPTED:
South Bend Redevelopment Commission
Marcia 1. Jones, President
ATTEST:
Donald E. Inks, Secretary
Dated: