Loading...
HomeMy WebLinkAbout5B2 Real Estate Purchase Agreement and Lease Termination Agreement SBCC Development Corp.�SOUTHB Department of 11 CE Community Investment 1865 Memorandum June 30, 2016 TO: Redevelopment Commission FROM: David Relos, Economic Resources 04 SUBJECT: Real Estate Purchase Agreement & Lease Termination Agreement 122 S. Michigan St. — SBCC Development Corp. On March 10, 2016 the Commission began the disposition process for this property, which was advertised on March 18 and 25 with no bids being received on April 14. This site contains the South Bend Chocolate Cafe (SBCC), which the Commission entered in to a Lease and Development of Real Property (Lease) with in December 1997. The lease term is 20 years with two — five year consecutive irrevocable options to renew. When the Lease was entered in to, the building needed significant improvements. SBCC made those improvements, and per Section 3.07 of the Lease, retained ownership rights in its improvements and would be compensated the difference between the fair market value of the property in 1997 versus a future current appraised value. Because SBCC desires to stay at its downtown location and become the owner of the space it occupies, and to eliminate a potential liability for the Commission, it is desired to sell this property to SBCC. The sales price of $65,156.61 is the fair market value as set forth in the 2003 2nd Lease Amendment plus prorated rent. We are expected to close within 30 days. Staff requests approval of the Real Estate Purchase Agreement and Lease Termination Agreement with SBCC Development Corp. 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 - 235 -9371 1 FAX: 574 - 235 -9021 1 SOUTHBENDIN.GOV REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this "Agreement ") is made on June 30, 2016 (the "Contract Date "), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission ( "Seller ") and SBCC Development Corp., an Indiana corporation with its registered address at P.O. Box 4104, South Bend, Indiana 46634 ( "Buyer ") (each a "Party" and together the "Parties "). RECITALS A. Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36 -7 -14 (the "Act "). B. In furtherance of its purposes under the Act, Seller owns certain real property located in South Bend, Indiana (the "City "), and more particularly described in attached Exhibit A (the "Property "). C. Pursuant to the Agreement For The Lease And Development Of Real Property Within The South Bend Central Development Area dated December 19, 1997, and recorded on July 20, 1998, as Document No. 9837371 in the Office of the Recorder of St. Joseph County, as amended by the unrecorded Addendum To Lease dated August 21, 1998, and by the Second Addendum To The Agreement For The Lease And Development Of Real Property Within The South Bend Central Development Area dated August 25, 2003, and recorded on August 28, 2003, as Document No. 0354531 in the Office of the Recorder of St. Joseph County (collectively, the "SBCC Lease "), Buyer occupies the Property as Seller's tenant. D. Pursuant to the Act, Seller adopted its Resolution No. 3330 on March 10, 2016, whereby Seller established an offering price of Five Hundred Eighty -Seven Thousand Five Hundred Dollars ($587,500.00) for the Property. E. - Pursuant to the Act, on March 10, 2016, Seller authorized the publication, on March 18, 2016, and March 25, 2016, respectively, of a notice of its intent to sell the Property and its desire to receive bids for said Property on or before April 14, 2016. F. As of April 14, 2016, Seller received no bids for the Property, and, therefore, having satisfied the conditions stated in Section 22 of the Act, Seller now desires to sell the Property to Buyer on the terms stated in this Agreement and to terminate the SBCC Lease. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. OFFER AND ACCEPTANCE 1 A copy of this Agreement, signed by Buyer, constitutes Buyer's offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following representative ( "Seller's Representative "): Brian Pawlowski Acting Executive Director Department of Community Investment City of South Bend 1400 S. County -City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept Buyer's offer, Seller shall return a copy of this Agreement, counter - signed by Seller in accordance with applicable laws, to the following ( "Buyer's Representative "): Mark Tamer President SBCC Development Corp. P.O. Box 4104 South Bend, Indiana 46634 2. PURCHASE PRICE AND EARNEST MONEY DEPOSIT A. Purchase Price. The purchase price for the Property shall be Sixty -Five Thousand One Hundred Fifty -Six and 61/100 Dollars ($65,156.61) (the "Purchase Price "), payable by Buyer to Seller in cash at the closing described in Section 10 below (the "Closing," the date of which is the "Closing Date "). B. Earnest Money Deposit. Within five (5) business days after the Contract Date, Buyer will deliver to Seller the sum of Five Thousand Dollars ($5,000.00), which Seller will hold as an earnest money deposit (the "Earnest Money Deposit "). Seller will be responsible for disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing occurs, refunded or forfeited as provided below. C. Termination During Due Diligence Period. If Buyer exercises its right to terminate this Agreement by written notice to Seller in accordance with Section 3 below, the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement by written notice to Seller within the Due Diligence Period, then the Earnest Money Deposit shall become non - refundable. D. Liquidated Damages. If Seller complies with its obligations hereunder and Buyer, not having terminated this Agreement during the Due Diligence Period in accordance with Section 3 below, fails to purchase the Property on or before the Closing Date, the Earnest Money N Deposit shall be forfeited by Buyer and retained by Seller as liquidated damages in lieu of any other damages. 3. BUYER'S DUE DILIGENCE A. Investigation. Buyer and Seller have made and entered into this Agreement based on their mutual understanding that Buyer intends to use the Property for continued retail coffee shop purposes consistent with its use as of the Effective Date of this Agreement (the "Buyer's Use "). Seller acknowledges that Buyer's determination whether Buyer's Use is feasible requires investigation into various matters (Buyer's "Due Diligence "). Therefore, Buyer's obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer's discretion, of Buyer's Due Diligence, including, without limitation, Buyer's examination, at Buyer's sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Due Diligence Period. Buyer shall have a period of thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the "Due Diligence Period "). C. Authorizations During Due Diligence Period. During the Due Diligence Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars ($1,000,000), naming Seller as an additional insured and covering the activities, acts, and omissions of Buyer and its representatives at the Property, to (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof and Buyer may not conduct any invasive testing at the Property without Seller's express prior written consent; further provided, that if the transaction contemplated herein is not consummated, Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or Buyer's agents or representatives; and (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer's anticipated use of the Property. If Seller's written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application, Buyer may request from Seller such consent or signature, which Seller shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other commitments that would further restrict the future, use or development of the Property, beyond the restrictions in place as a result of the current zoning of the Property, shall be subject to Seller's prior review and written approval. 3 D. Termination of Agreement. If at any time within the Due Diligence Period Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller's Representative, and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 4. SELLER'S DOCUMENTS; ENVIRONMENTAL SITE ASSESSMENT Upon Buyer's request, Seller will provide Buyer a copy of all known environmental inspection, engineering, title, and survey reports and documents in Seller's possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Seller's Representative with or without a written request by Seller. In addition to reviewing any environmental reports provided by Seller, Buyer may, at Buyer's sole expense, obtain a Phase I environmental site assessment of the Property pursuant to and limited by the authorizations stated in Section 3 above. 5. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Seller's title (such matters are referred to as "Encumbrances "). Seller acknowledges that Buyer intends to obtain, at Buyer's sole expense, and to rely upon a commitment for title insurance on the Property (the "Title Commitment ") and a survey of the Property (the "Survey ") identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 7 below). 6. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for an owner's policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the "Title Company ") within twenty (20) days of the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the "Deed ") from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA owner's title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be responsible for all of the Title Company's title search charges and all costs of the Title Commitment and owner's policy. 7. REVIEW OF TITLE COMMITMENT AND SURVEY Buyer shall give Seller written notice, within twenty (20) days after the Contract Date, of any objections to the Title Commitment or Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a "Permitted Encumbrance." If the Seller is unable or unwilling to correct the Buyer's title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by in written notice to Seller prior to expiration of the Due Diligence Period, in which case the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to so terminate this Agreement, then such objections shall constitute "Permitted Encumbrances" as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 8. DISPUTE RESOLUTION A. Forum. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of 'St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. B. Waiver of Jury Trial. Both Parties hereby waive any right to trial by jury with respect to any action or proceeding relating to this Agreement. 9. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller's Representative (with a copy to South Bend Legal Department, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care of Buyer's Representative at their respective addresses stated in Section 1 above. Either Party may, by written notice, modify its address or representative for future notices. 10. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date not later than thirty (30) days after the end of the Due Diligence Period. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit B. conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked -up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property shall be retained by Buyer at Closing, and the Parties will execute and immediately record the instrument attached hereto as Exhibit C to release and terminate the SBCC Lease. C. Reserved. D. Closing Costs. Buyer shall pay all of the Title Company's closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 11. ACCEPTANCE OF PROPERTY AS -IS Buyer agrees to purchase the Property "as -is, where -is" and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 12. TAXES Buyer, and Buyer's successors and assigns, shall be liable for any and all real property taxes assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. Seller shall have no liability for any real property taxes associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes resulting in Seller's liability therefor. 13. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non - defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligent pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non - defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties' respective rights and remedies concerning this Agreement and the Property are cumulative. 14. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 15. INTERPRETATION; APPLICABLE LAW Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 31 16. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 17. ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer's rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller's consent regarding a proposed assignment of this Agreement, Seller may request and Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 18. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 19. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. [Signature page follows.] 7 IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase Agreement to be effective as of the Contract Date stated above. BUYER: SBCC Development Corp., an Indiana corn orat' Mark Tanner, President Dated: ��/�,� (g ! 2!% � 41 SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission Marcia I. Jones, President ATTEST: Donald E. Inks, Secretary 4000.0000046 54528196.003 EXHIBIT A Description of Property 26.5 Ft. N. Side Lot 43 O.P. South Bend; and TRA !�' RT OF THE NORTHWEST QUAIt'I'ER- OF SECTrQN 12, TOWNSHIP 37 NORTH, ANGE`Z EAST, P(?R'�'p►E TO'WNSFiIP, CITY OF SOUTH BRNI, ST.OSEPI CON'X'Y, WPIANA WHIC14IS DESCM- BOAS APORTION OF LQT ►WI OF TIE "HALL OF FAME REPLAT. " iACOR ED A$ DOCUMENT NO 9506775 IN THE RPCO iDS OF THE ST. JQ5F1'H COUNTY ,INn!ANARECORDERS OFFICE AND 13BING MORE PARTICULARLY DESCRIBED AS BEGINNINGA.T THRSQUTHWEST CORNER OI +. SAID LOT'!A ; `] HENCE CONTHg0I IG N. 00'00 -00" B. (REC. N. 00° 11=40" W) ALONG SAID WEST LINE OR SAID LOT''M, 3 2.6 7 FRET; THENCE N. 89 58 =08" E.7 72.4.0 FEET; TFIENCE S. 00'00 00" W.,.32.6.7 FEET TO THE SOUTHLINE Or. SAID LOT "A" THENCL S. 89 "58 -08" W (REG. S. 89° 45 -1.6" W) ALONG SAID SOUTH LTNE, 72.40 FEET TO THE POINT OF,BF,GINNING. SUBJECT TO ALL LEGAL HIGHWAYS, BASEMENTS, AND RE.S'IRICTIONS On RECOI). Parcel Key No. 018 - 3001- 001301 Commonly known as 122 S. Michigan Street, South Bend, Indiana EXHIBIT B Form of Special Warranty Deed AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County -City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the "Grantor ") CONVEYS AND SPECIALLY WARRANTS to SBCC Development Corp., an Indiana corporation with its registered address at P.O. Box 4104, South Bend, Indiana 46634 (the "Grantee "), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the "Property "): 26.5 Ft. N. Side Lot 43 O.P. South Bend; and T kt PART OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSA]P 37 INORTH, RANCE 2 EAST, PORTAGE TOWNS.HWI CITY OF SOUTH.BEN.D, SST. IOSPPII COT.JNTY, .INDIANA WHTCH IS DESCRIBED AS;. A. PORTION OF LOT 'W' OF THE "HALL OF FAME "PLAT " REC?ORDI;D AS DOCUMENT NO, 9506776 IN TEE RECORDS OF THE ST. rOSEkH COUNTY, INDIANA ECORDEWS OFFIC.E AND BEING MORE PARTICULARLY UESCItIBBD AS'. BEC1NNiNGAT THE SOUTHWEST CORNER OF SAID LOT "A "; THENCE CONTMTjn IG N. 00 0.,.0 -0.0" E. (RE-...N; 00' l l •40" W ;) ALONG SAID WES1: LINE OIL SAID. Y b7 "'A", 32 67 FEET; THENCI N 99 5$' -Q$!' E., 72.40 Fl?ET; THENCE S. 60'00-00" W., 32.67 FEF 1' TO THE SC)UTHLINE OF SAID. LOT" A!' 'T 13 9-S.9 5 08', W. (REG. W.) ALONG SAID SOUTH LINE, 72.40 FEET TO THE POINT OF BEGINNING. SI)Otm TO A1,L LEGAL 10GI- WAYS, BA03MENTS, AND RES'T'RICTIONS OF RECORD. Parcel Key No. 018- 3001 - 001301 Commonly known as 122 S. Michigan Street, South Bend, Indiana The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all provisions and objectives contained in the Commission's development area plan dated May 10, 1985, and recorded as Document No. 8509691 in the Office of the Page 1 of 2 Recorder of St. Joseph County, Indiana, as thereafter amended from time to time, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that s /he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. GRANTOR: CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT 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 Special Warranty Deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2016. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana 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. This instrument was prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. Page 2 of 2 EXHIBIT C Form of Lease Termination Agreement CROSS - REFERENCE: DOCUMENT NO. 9837371 LEASE TERMINATION AGREEMENT This Lease Termination Agreement (this "Agreement") is made on , 2016 (the "Effective Date "), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the "Landlord ") and SBCC Development Corp., an Indiana corporation with its registered address at P.O. Box 4104, South Bend, Indiana 46634 (the "Tenant ") (each a "Party" and together the "Parties "). RECITALS A. Landlord exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36 -7 -14 (the "Act "). B. In furtherance of its purposes under the Act, Landlord owns and leases to Tenant certain real property located in South Bend, Indiana, pursuant to the Agreement For The Lease And Development Of Real Property Within The South Bend Central Development Area dated December 19, 1997, and recorded on July 20, 1998, as Document No. 9837371 in the Office of the Recorder of St. Joseph County, as amended by the unrecorded Addendum To Lease dated August 21, 1998, and by the Second Addendum To The Agreement For The Lease And Development Of Real Property Within The South Bend Central Development Area dated August 25, 2003, and recorded on August 28, 2003, as Document No. 03 54531 in the Office of the Recorder of St. Joseph County (collectively, the "Lease "). C. . In accordance with the terms of the Parties' Real Estate Purchase Agreement of even date herewith, the Parties desire to terminate the Lease and to place of record the termination. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: . 1. Termination. The Lease, including all the Parties' covenants, rights, and obligations thereunder, is hereby forever released and terminated and of no further force or effect. 2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. 3. Recordation. Promptly following execution, the Parties will record this Agreement in the Office of the Recorder of St. Joseph County, with the costs of recordation to be paid by the Tenant. Page 1 of 3 IN WITNESS WHEREOF, the Parties hereby execute this Lease Termination Agreement to be effective as of the Effective Date stated above. LANDLORD: CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT 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 Lease Termination Agreement. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2016. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana Page 2 of 3 TENANT: SBCC DEVELOPMENT CORP. Mark Tanner, President STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Mark Tamer, known to me to be the President of SBCC Development Corp. and acknowledged the execution of the foregoing Lease Termination Agreement. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the -J 1�'iiay of— /t',a• '2016. My Commission Ex_ pires: Public ma 'A da, a o 1 g Residing in Sr. Joseph County, Indiana I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required bylaw. Benjamin J. Dougherty. This instrument was prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. C ounty- CiQuilding, 227 W. Jefferson Blvd., South Bend, Indiana 46601. Page 3 of 3 13ENJAMIN MARLATI Notary Public State of Indiana iFiy Commission Expires Cvlarch 22, 2018