05-26 Ordinance Authorizing the City to Issue One or More Series of its Taxable Economic Development Tax Increment Revenue Bonds and Approving and Authorizing Other Actions in Respect Thereto in Connection With the Colfax Corner ML, LLC Project

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FINANCING AND LOAN AGREEMENT This FINANCING AND LOAN AGREEMENT made and entered into as of 1, 2026 (the "Agreement"), by and between the City of South Bend, Indiana, a municipal corporation and political subdivision existing under the laws of the State of Indiana(the "City"), and Colfax Corner ML, LLC, an Indiana limited liability company (the "Company"), under the following circumstances summarized in the following recitals(the capitalized terms not defined in the recitals are as defined in Article I hereof): A. Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended(collectively,the"Act"),authorizes and empowers the City to issue bonds and make loans to provide funding for economic development projects and facilities and vests the City with powers that may be necessary to enable it to accomplish such purposes. B. The Company has proposed undertaking an economic development project in the City consisting of the acquisition, development, construction, equipping,renovation,and/or reconstruction of space in the former South Bend Tribune building, along with new construction of an adjacent building along Main and Colfax in the City to include approximately 202,000 rentable square feet of flexible workspace and ground-floor retail (the"Project"). C. In conjunction with undertaking the Project, the Company has requested certain economic development incentives from the City consisting of the issuance of its Taxable Economic Development Revenue Bonds, Series 2026 (Colfax Corner ML, LLC Project) in the aggregate principal amount of$ (the "Bonds") and the loan of a portion of the proceeds thereof to the Company to finance a portion of the costs of the Project. C. The City believes that developing the Project as described herein is in the best interests of the health, safety and welfare of the City and its residents and complies with the public purposes and provisions of the Act, and based upon the information presented to the City by the Company, the City has determined that the Project constitutes an economic development project and an economic development facility as defined by the Act. E. The City desires to facilitate the development of the Project by issuing the Bonds and making a loan to the Company from the proceeds of the Bonds(the"Loan"). F. The Bonds will be issued under the Indenture (as hereinafter defined) and will be payable from (i)the TIF Revenues(as defined in the Indenture), (ii)the IDD Revenues(as defined in the Indenture), (iii) the Taxpayer Direct Payments (as defined in the Indenture) made by the Company, and(iv)to the extent the foregoing sources are not sufficient,the Loan Payments (as hereinafter defined). G. The parties hereto agree that it is of mutual benefit for the parties hereto to enter into this Agreement relating to the Project and the Loan that will include the commitments of each of the parties. H. The City, the South Bend Redevelopment Commission and the Company entered into an Economic Development Agreement dated as of December 18, 2025 (the "Development Agreement"),pursuant to which the parties agreed to their respective commitments with respect to the development of the Project.