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HomeMy WebLinkAbout5177-26 Resolution Approving a Lease Between the South Bend Redevelopment Authority and the South Bend Redevelopment Commission and Taking Other Actions Related Thereto RESOLUTION No . 5177_26 Passed by the Common Council of the City of South Bend, Indiana July 27, 20 26 Attest: d City Clerk Bianca L. Tirado (--2---------- Attest: (� President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana July 28, 20 26 dllati4t/ .2 ACity Clerk /� Bianca L. Tirado Approved and signed by me /'�♦S 1 5 Tia (, 20 26 [ lAr --. Mayor -'.; yr ,./ syi .-7:01.1---e1,17. 6\vt: , ;4 h ;,, .� 4 /865 ' BILL NO. 26-20 RESOLUTION NO. 5177-26 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROVING A LEASE BETWEEN THE SOUTH BEND REDEVELOPMENT AUTHORITY AND THE SOUTH BEND REDEVELOPMENT COMMISSION AND TAKING OTHER ACTIONS RELATED THERETO WHEREAS, the South Bend Redevelopment Commission (the "Commission"), the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City of South Bend, Indiana (the "District"), exists and operates under the provisions of Indiana Code 36-7-14, as amended from time to time(the"Act"); and WHEREAS,the South Bend Redevelopment Authority(the"Authority")has been created pursuant to Indiana Code 36-7-14.5 as a separate body corporate and politic, and as an instrumentality of the City of South Bend, Indiana (the "City") to finance local public improvements for lease to the Commission; and WHEREAS, the Commission has determined to undertake certain local public improvement projects in the River West Development Area consisting of all or any portion of the following: (i) Coal Line Trail Phase III which consists of the extension of the existing Coal Line Trail from Lincoln Way West to the Martin Luther King Jr. Dream Center, and any related improvements; (ii) College Street streetscape improvements in connection with Phase III of the Coal Line Trail, and any related improvements; (iii) infrastructure improvements consisting of roads, storm water, sewer, and water utility infrastructure improvements along or adjacent to Old Cleveland Road, and any related improvements; (iv) the acquisition, construction, renovation and equipping of a new Rum Village Neighborhood Center, and any related improvements; (v) acquisition of land in the near west side of the City for a new neighborhood park, and any related improvements; (vi) infrastructure improvements to support the redevelopment of the former Drewry's property and improvements to the adjacent Muessel Grove Park, and any related improvements; (vii) acquisition, construction and equipping of a new parking garage structure attached to the Morris Performing Arts Center, and any related improvements; and (viii) all projects related to any of the projects described in clauses (i) through and including (vii) (clauses (i) through and including(viii), collectively, the"Projects"); and WHEREAS, the Commission has given consideration to (i) financing the cost of funding all or any portion of the Projects; (ii) funding a debt service reserve fund or paying the cost of a reserve surety, if necessary, in connection with the issuance of the Bonds (defined herein); and (iii) paying costs incurred in connection with the issuance of the Bonds; and WHEREAS,the Commission has determined that it would be beneficial to the District and the City for the Commission to enter into a lease with the Authority pursuant to Section 25.2 of the Act and have the Authority issue its lease rental revenue bonds for a local public improvement pursuant to Indiana Code 36-7-14.5-19; and WHEREAS, the Projects are located within the boundaries of the District and will benefit the residents of the City by providing future opportunities for new redevelopment and economic development and job creation; and WHEREAS, at a meeting held on July 9, 2026, following a public hearing held pursuant to Section 25.2 of the Act, the Commission did adopt its Resolution No. 3676 (a) finding (i) that the lease rental payments (the "Lease Rentals") to be paid by the Commission to the Authority pursuant to a lease between the Commission and the Authority (the "Lease") are fair and reasonable, (ii) that the terms of the Lease are based upon the value of the leased premises which includes all or a portion of certain roads in the City consisting of Chapin Street from its intersection with Lincoln Way West to its intersection with Sample Street, Sample Street from its intersection with Chapin Street to its intersection with Mayflower Road, Colfax Avenue/Orange Street from its intersection with South Dr. Martin Luther King, Jr. Boulevard to its intersection with Meade Street, Washington Street/Orange Street from its intersection with Meade Street to its intersection with Kenwood Avenue, Kenwood Avenue from its intersection with Orange Street to its terminus west of Meade Street, and Meade Street/Bertrand Street from its intersection with Kenwood Avenue to its intersection with Eclipse Place (collectively, the "Leased Premises"), and (iii) that the use of the Leased Premises throughout the term of the Lease will serve the public purpose of the City and is in the best interests of its residents and(b)approving the Lease in the form presented at the Commission meeting for the purpose of paying the principal of and interest on the South Bend Redevelopment Authority Lease Rental Revenue Bonds, Series 2026 (the "Bonds") proposed to be issued by the Authority in one (1) or more series pursuant to Indiana Code 36-7- 14.5 to finance the Projects; and WHEREAS, at a meeting held on July 22, 2026, the Authority did adopt Resolution No. 220 whereby the Authority (a) indicated its intent to issue the Bonds in one (1) or more series to finance all or a portion of(i)the costs of the Projects; (ii) a debt service reserve fund, if necessary, in connection with the issuance of the Bonds; and (iii) costs incurred in connection with the issuance of the Bonds; and (b) approved the proposed form of Lease between the Authority and the Commission for the lease of the Leased Premises; and WHEREAS, the Commission reasonably expects to pay the Lease Rentals during the term of the Lease from certain tax increment revenues from the River West Development Area; however, to assist with the marketing of the Bonds and securing competitive interest rates, the payment of the Lease Rentals also will be secured by the levy of a special tax pursuant to Section 27 of the Act in the event such tax increment revenues are ever insufficient; and WHEREAS,the annual rentals payable by the Commission under the Lease will be pledged by the Authority to pay the principal of and interest on the Bonds; and WHEREAS,given the use of the lease financing provisions to reduce the cost of borrowing and certain additional requirements set forth in the Act and Indiana Code 36-7-14.5 with respect to the approval by the Common Council of a financing for redevelopment or economic development purposes, the Common Council of the City (the "Common Council") desires to (i) approve the Lease as required by Section 25.2 of the Act, which provides that any lease approved by a resolution of the Commission must be approved by the fiscal body of the City, (ii) approve the issuance of the Bonds by the Authority as required by Indiana Code 36-7-14.5-19, and (iii) approve and authorize the transfer of the interests in the Leased Premises to the Authority to permit the Authority to lease the Leased Premises to the Commission pursuant to the Lease. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION 1. The Common Council hereby approves of the issuance of the Bonds by the Authority pursuant to Indiana Code 36-7-14.5-19 and the execution and delivery of the Lease, as approved by the Commission, pursuant to Section 25.2 of the Act, in order to provide for the financing of the Projects, all upon the following conditions: (a) the maximum aggregate principal amount of the Bonds shall not exceed $33,000,000; (b) the Bonds shall have a final maturity date which is not later than fifteen (15) years from the date of their issuance; (c) the maximum annual lease rental payment during the term of the Lease shall not exceed $5,000,000; (d) the maximum interest rate on any tax-exempt series of the Bonds shall not exceed six and one-half percent (6.50%) per annum and on any taxable series of the Bonds the maximum interest rate shall not exceed eight percent(8.00%)per annum; (e)the Bonds will be subject to optional redemption prior to maturity not earlier than five(5) years after the date of issuance of the Bonds; (f) the maximum term of the Lease shall not exceed nineteen (19) years; and (g) interest on the Bonds may be capitalized or paid from the proceeds of the Bonds based upon the recommendation of the municipal advisor to the Authority. SECTION 2. The Common Council hereby finds and determines that the transfer of the Leased Premises from the City to the Authority for no consideration, in connection with the financing of the Projects by the Authority and lease of the Leased Premises to the Commission pursuant to the Act, is in the best interests of the City and its citizens. The Common Council approves of the transfer of all of the City's interest in the Leased Premises to the Authority and authorizes the Board of Public Works of the City to take such action that may be necessary to effectuate the transfer of the Leased Premises to the Authority as authorized herein. SECTION 3. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Canneth J. Lee, Council President South Bend Common Council Attest: `"(i/('a/i/O(A. Bianca L. Tirado, City Office of the City Clerk Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of South Bend, Indiana on the 28th day of My , 2026, at 12_o'clock p.m. 40,A-<=51 - Bianca L. Tirado, City if Office of the City Clerk a Approved and signed by me on the �' day of Xpi , 2026, at o'clock A_.m. Ja s Mueller, Mayor Cit of South Bend, Indiana LEASE AGREEMENT between SOUTH BEND REDEVELOPMENT AUTHORITY LESSOR and SOUTH BEND REDEVELOPMENT COMMISSION LESSEE Dated as of July 1, 2026 LEASE AGREEMENT THIS LEASE AGREEMENT, made and dated as of this 1st day of July, 2026, by and between the SOUTH BEND REDEVELOPMENT AUTHORITY(the"Lessor"), a separate body corporate and politic organized and existing under the provisions of I.C. 36-7-14.5 as an instrumentality of the City of South Bend, Indiana(the"City"),and the CITY OF SOUTH BEND REDEVELOPMENT COMMISSION (the "Lessee"), the governing body of the City of South Bend, Department of Redevelopment, acting for and on behalf of the City. WITNESSETH: WHEREAS, the City has created the Lessor under and pursuant to the provisions of I.C. 36-7-14, I.C. 36-7-14.5 and I.C. 36-7-25 (collectively, the "Act"), for the purpose of financing, constructing, acquiring and leasing to the Lessee certain local public improvements and redevelopment and economic development projects; and WHEREAS, the City has created the Lessee to undertake redevelopment and economic development in the City in accordance with the Act; and WHEREAS, the Lessee is the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City (the "District") which District is coterminous with the boundaries of the City; and WHEREAS, in accordance with prior resolutions adopted by the Lessee, the Lessee has designated a certain area of the City known as the"River West Development Area" (the "Area") as an economic development area under the Act and approved an economic development plan for the Area(the"Plan"); and WHEREAS,the Lessee has given consideration to undertaking local public improvement projects in the Area including all or any portion of the following: (i) Coal Line Trail Phase III which consists of the extension of the existing Coal Line Trail from Lincoln Way West to the Martin Luther King Jr. Dream Center, and any related improvements; (ii) College Street streetscape improvements in connection with Phase III of the Coal Line Trail, and any related improvements;(iii)infrastructure improvements consisting of roads,storm water,sewer,and water utility infrastructure improvements along or adjacent to Old Cleveland Road, and any related improvements; (iv)the acquisition, construction, renovation and equipping of a new Rum Village Neighborhood Center, and any related improvements; (v) acquisition of land in the near west side of the City for a new neighborhood park, and any related improvements; (vi) infrastructure improvements to support the redevelopment of the former Drewry's property and improvements to the adjacent Muessel Grove Park, and any related improvements; (vii)acquisition,construction and equipping of a new parking garage structure attached to the Morris Performing Arts Center, and any related improvements; and (viii) all projects related to any of the projects described in clauses (i) through and including (vii) (clauses (i) through and including (viii), collectively, the "Projects"); WHEREAS, the Projects will foster economic development and redevelopment and improved employment opportunities throughout the District, including the Area; and WHEREAS,the City,the Lessor,and the Lessee seek to provide a means to finance all or any portion of the costs of the Projects; and WHEREAS, the Act authorizes the Lessor to issue bonds for the purpose of obtaining money to pay the cost of acquiring property or constructing, improving, reconstructing or renovating local public improvements; and WHEREAS,the costs related to acquiring an interest in the property described on Exhibit A hereto by the Lessor (the "Leased Premises") and completing the Projects will be paid from proceeds of bonds to be issued by the Lessor in one(1)or more series; and WHEREAS, the annual rentals to be paid under this Lease by the Lessee will be pledged by the Lessor to pay debt service on and other necessary incidental expenses of the Lessor relating to the Bonds to be issued by the Lessor to finance the acquisition of the Leased Premises and pay a portion of the costs of the Projects;and WHEREAS, the Lessor has acquired or will acquire an interest in the Leased Premises described on Exhibit A hereto and such interest shall be for a term no less than the term of this Lease; and WHEREAS, the Lessee has determined, after a public hearing held pursuant to the Act after notice given pursuant to I.C. § 5-3-1, that the lease rentals provided for in this Lease are fair and reasonable, that the execution of this Lease is necessary and that completion of the Projects will serve the public purpose of the City and are in the best interests of its residents, and the Common Council of the City(the"Common Council") has,by resolution, approved this Lease in accordance with the provisions of Section 25.2 of the Act, and the resolution has been entered in the official records of the Common Council; and WHEREAS,the Lessor has determined that the lease rentals provided for in this Lease are fair and reasonable, that the execution of this Lease is necessary, that the Projects will serve the public purpose of the City and are in the best interests of its residents, and the Lessor has duly authorized the execution of this Lease by resolution, and the resolution has been entered in the official records of the Lessor. THIS AGREEMENT WITNESSETH THAT: 1. Premises,Term and Warranty. The Lessor does hereby lease, demise and let to Lessee all of the Lessor's right, title and interests in and to the Leased Premises. TO HAVE AND TO HOLD the Leased Premises with all rights,privileges,easements and appurtenances thereunto belonging, unto the Lessee,beginning on the date the Lessor acquires an interest in any of the Leased Premises and ending on the day prior to a date not later than nineteen (19) years after such date of acquisition by the Lessor. Notwithstanding the foregoing, the term of this Lease will terminate at the earlier of(a)the exercise by the Lessee of the option to purchase all of the Leased Premises pursuant to Section 11 hereof and the payment of the option price, or (b)the payment or defeasance of all obligations issued by the Lessor and secured by this Lease or any portion thereof;provided that no bonds or other obligations of the Lessor issued to finance the Leased Premises remain outstanding at the time of such payment or defeasance. The Lessor hereby represents that it is possessed of,or will acquire,the Leased Premises and the Lessor warrants and 2 will defend the Leased Premises against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee or its assigns. Notwithstanding the foregoing, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises, including, but not limited to the Leased Premises, provided however, following such amendment,the rental payable under this Lease shall be based on the value of the portion of the Leased Premises which is available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. 2. Lease Rental. (a) Fixed Rental Payments. The Lessee agrees to pay rental for the Leased Premises at an annual rate per year during the term of the Lease not to exceed Five Million Dollars ($5,000,000), payable in semi-annual installments. Each such semi-annual installment, payable as hereinafter described, shall be based on the value of the Leased Premises, together with that portion of the Project which is complete and ready for use by the Lessee at the time such semi-annual installment is made. Such rental shall be payable in advance in semi-annual installments on January 15 and July 15 of each year,with the first rental installment due no earlier than January 15,2027. The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate so specified from the date such installment is due to the date of the expiration of this Lease. After the sale of the Bonds, the annual rental shall be reduced to an amount sufficient to pay principal and interest due in each twelve(12)month period commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000), together with incidental costs in each year in an amount to be determined at the time the Bonds are sold for the purpose of paying annual trustee fees and related costs, payable in advance in semi-annual installments. In addition, each such reduced semi-annual installment shall be based on the value of the Leased Premises at the time such semi-annual installment is made. Such amount of adjusted rental shall be endorsed on this Lease at the end hereof in the form of Exhibit B attached hereto by the parties hereto as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. (b) Additional Rental Payments. (i)The Lessee shall pay as further rental in addition to the rentals paid under Section 2(a) for the Leased Premises ("Additional Rentals") the amount of all taxes and assessments levied against or on account of the Leased Premises or the receipt of lease rental payments and the amount required to reimburse the Lessor for any insurance payments made by it under Section 6. The Lessee shall pay as additional rental all administrative expenses of the Lessor, including ongoing trustee fees, relating to the Bonds. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which such payments must be paid to avoid delinquency. If the Lessee shall in good faith desire to contest the validity of any such tax or assessment, the Lessee shall so notify the Lessor and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the nonpayment thereof when due, the Lessee shall not be obligated to pay the contested amounts until such contests shall have been determined. The Lessee shall also pay as Additional Rentals the amount calculated by or for the Lessor as the amount required to be rebated, or paid as a penalty, to the United States of America under Section 148(f) of the Internal Revenue Code of 1986, as amended and in effect on the date 3 of issue of the Bonds ("Code"), after taking into account other available moneys, to prevent the Bonds from becoming arbitrage bonds under Section 148 of the Code. (ii) The Lessee may, by resolution, pay Additional Rentals to enable the Lessor to redeem or purchase Bonds prior to maturity. Rental payments due under this Section 2 shall be reduced to the extent such payments are allocable to the Bonds redeemed or purchased by the Lessor with such Additional Rentals. The Lessee shall be considered as having an ownership interest in the Leased Premises valued at an amount equal to the amount of the Additional Rentals paid pursuant to this subsection(b)(ii). (c) Source of Payment of Rentals. The annual rentals set forth in Section 2(a)hereof and the Additional Rentals shall be payable solely from the 2026 Improvements Principal and Interest Account of the Redevelopment District Bond Fund (the"Bond Fund"). The Lessee may pay the annual rentals and the Additional Rentals, or any other amounts due hereunder, from any other revenues legally available to the Lessee; provided, however, the Lessee shall be under no obligation to pay any annual rentals or Additional Rentals or any other amounts due hereunder from any moneys or properties of the Lessee except the revenues deposited into the Bond Fund. 3. Payment of Rentals. All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank or trust company designated as Trustee("Trustee")under the Trust Indenture between it and the Lessor("Indenture"), or to such other bank or trust company as may from time to time succeed such bank as Trustee under the Indenture securing the bonds to be issued by the Lessor to finance the acquisition and construction of the Leased Premises. Any successor trustee under the Indenture shall be endorsed on this Lease at the end hereof by the parties hereto as soon as possible after selection,and such endorsement shall be recorded as an addendum to this Lease. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. 4. Abatement of Rent; Substitution. If any part of the Leased Premises is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use by the Lessee,it shall then be the obligation of the Lessor to restore and reconstruct that portion of the Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or reconstruction more than the condemnation proceeds received by the Lessor. If any part of the Leased Premises shall be partially or totally destroyed, or is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the Lessee,the rent shall be abated for the period during which the Leased Premises or such part thereof is unfit or unavailable for use, and the abatement shall be in proportion to the percentage of the Leased Premises which is unfit or unavailable for use or occupancy. Notwithstanding the foregoing, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises,provided however, following such amendment, the rental payable under this Lease shall be based on the value of the portion of the Leased Premises which is available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. In the event that all or a portion of the Leased Premises shall be unavailable for use by the Lessee, subject to the completion of any process required by law, the Lessor and the Lessee shall 4 amend the Lease to add to and/or replace a portion of the Leased Premises to the extent necessary to provide for available Leased Premises with a value supporting rental payments under the Lease sufficient to pay when due all principal of and interest on outstanding Bonds. 5. Maintenance, Alterations and Repairs. The Lessee may enter into agreements with one (1) or more other parties for the operation, maintenance, repair and alterations of all or any portion of the Leased Premises. Such other parties may assume all responsibility for operation, maintenance, repairs and alterations to the Leased Premises. At the end of the term of this Lease, the Lessee shall deliver the Leased Premises to the Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. 6. Insurance. During the full term of this Lease,the Lessee shall, at its own expense, keep in effect public liability insurance in amounts customarily carried for similar properties. Such insurance may be provided under the public liability self-insurance program of the City. Additionally, notwithstanding anything in this Lease to the contrary, Lessee does not waive any governmental immunity or liability limitations available to it under Indiana law. The proceeds of the public liability insurance required herein (after payment of expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. Such policies shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made payable to the Lessor,the Lessee,and the Trustee and to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana and deposited with the Lessor and the Trustee. If, at any time,the Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rentals payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non-action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance. The insurance policies described in this Section 6 may be acquired by another party and shall satisfy this Section as long as the Lessor,the Lessee and the Trustee are named as additional insureds under such policies. Such coverage may be provided by scheduling it under a blanket insurance policy or policies. 7. Eminent Domain. If title to or the temporary use of the Leased Premises, or any part thereof,shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one(1)or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the 5 Leased Premises and available for use and occupancy by the Lessee without the payment of any rent other than as herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Lessee shall direct the Lessor and the Trustee in writing as to which of the ways specified in this Section the Lessee elects to have the net proceeds of the condemnation award applied. Any balance of the net proceeds of the award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or(b) above shall be deposited in the sinking fund held by the Trustee under the Indenture and applied to the repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld. 8. General Covenant. The Lessee shall not assign this Lease or mortgage, pledge or sublet the Leased Premises herein described,without the written consent of the Lessor. The Lessee shall contract with the other parties to use and maintain the Leased Premises in accordance with the laws,regulations and ordinances of the United States of America,the State of Indiana,the City and all other proper governmental authorities. 9. Tax Covenants. In order to preserve the exclusion of interest on the Bonds, or an applicable series of the Bonds, from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will take any action or fail to take any action with respect to the Bonds, or an applicable series of the Bonds,this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds,or an applicable series of the Bonds, under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds, or an applicable series of the Bonds, are outstanding which will cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds, or an applicable series of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor's and the Lessee's commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the 6 Lessor and the Lessee on the date any series of the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of any such series of the Bonds. Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the "Tax Sections") which are designed to preserve the exclusion of interest on the Bonds, or an applicable series of the Bonds, from gross income under federal income tax law (the "Tax Exemption")need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. 10. Option to Renew. The Lessor hereby grants to the Lessee the right and option to renew this Lease for a further like or lesser term upon the same or like conditions as herein contained, and applicable to the portion of the premises for which the renewal applies, and the Lessee shall exercise this option by written notice to the Lessor given upon any rental payment date prior to the expiration of this Lease. 11. Option to Purchase. The Lessor hereby grants to the Lessee the right and option, on any date, upon sixty (60) days' written notice to the Lessor, to purchase the Leased Premises, or any portion thereof, at a price equal to the amount required to pay all indebtedness incurred on account of the Leased Premises, or such portion thereof(including indebtedness incurred for the refunding of any such indebtedness), including all premiums payable on the redemption thereof and accrued and unpaid interest,and including the proportionate share of the expenses and charges of liquidation, if the Lessor is to be then liquidated. In no event, however, shall such purchase price exceed the capital actually invested in such property by the Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor. The phrase "capital actually invested" as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor in connection with the acquisition and financing of the Leased Premises: organization expenses, financing costs, carry charges, legal fees, architects' fees and reasonable costs and expenses incidental thereto. Upon request of the Lessee,the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee in order to purchase the Leased Premises, or any portion thereof, including, but not limited to all indebtedness incurred on account of the Leased Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase granted herein, the Lessor will upon payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee, or any entity(including the City)designated by the Lessee, all of the Lessor's title to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to the property was subject when conveyed to the Lessor; (ii)those liens and encumbrances created by the Lessee and to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii) those liens and encumbrances on its part contained in this Lease. In the event of purchase of the Leased Premises, or any portion thereof as set forth above, by the Lessee or conveyance of the Leased Premises, or any portion thereof as set forth above, to the Lessee or the Lessee's designee,the Lessee shall procure and pay for all surveys,title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee's expense all documentary stamps or tax payments required for the transfer of title. 7 Nothing contained herein shall be construed to provide that the Lessee shall be under any obligation to purchase the Leased Premises,or any portion thereof as set forth above, or under any obligation respecting the creditors, members or security holders of the Lessor. 12. Transfer to Lessee. If the Lessee has not exercised its option to renew in accordance with the provisions of Section 10, and has not exercised its option to purchase the Leased Premises, or any portion thereof, in accordance with the provisions of Section 11, and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Leased Premises,or such portion thereof remaining, shall thereupon become the absolute property of the Lessee, subject to the limitations, if any, on the conveyance of the site for the Leased Premises to the Lessor and, upon the Lessee's request the Lessor shall execute proper instruments conveying to the Lessee, or to any entity (including the City) designated by the Lessee, all of Lessor's title to the Leased Premises, or such portion thereof. 13. Defaults. If the Lessee shall default(a)in the payment of any rentals or other sums payable to the Lessor hereunder, or in the payment of any other sum herein required to be paid for the Lessor;or(b) in the observance of any other covenant,agreement or condition hereof,and such default shall continue for ninety (90)days after written notice to correct such default;then, in any or either of such events,the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy; or the Lessor, at its option,without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the Leased Premises and the Lessee covenants to surrender the same forthwith upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 14. Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped,registered and addressed to the other party or parties at the following addresses: (a) to Lessor: South Bend Redevelopment Authority, Attention: President, do Department of Community Investment,215 S. Dr.Martin Luther King,Jr. Blvd., Suite 500, South Bend, Indiana; (b) to Lessee: South Bend Redevelopment Commission, Attention: President, do Department of Community Investment,215 S.Dr. Martin Luther King,Jr. Blvd., Suite 500, South Bend, Indiana. The Lessor, the Lessee and the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. 15. Successors or Assigns. All covenants of this Lease, whether by the Lessor or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 16. Construction of Covenants. The Lessor was organized for the purpose of acquiring,constructing,equipping and renovating local public improvements and leasing the same 8 to the Lessee under the provisions of the Act. All provisions herein contained shall be construed in accordance with the provisions of the Act, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of the Act, the Act shall be deemed to be controlling and binding upon the Lessor and the Lessee;provided,however,any amendment to the Act after the date hereof shall not have the effect of amending this Lease. 9 IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed for and on their behalf on the date first written above. LESSOR: LESSEE: SOUTH BEND REDEVELOPMENT CITY OF SOUTH BEND, INDIANA, AUTHORITY REDEVELOPMENT COMMISSION President President ATTEST: ATTEST: Secretary-Treasurer Secretary STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary- Treasurer, respectively, of the South Bend Redevelopment Authority (the "Authority"), and acknowledged the execution of the foregoing Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this day of , 2026. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared David Relos and Eli Wax, personally known to be the President and Secretary, respectively, of the South Bend Redevelopment Commission (the "Commission"), and acknowledged the execution of the foregoing Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 2026. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Thomas M. Everett This instrument was prepared by Thomas M. Everett, Barnes&Thornburg LLP, 201 South Main Street, Suite 400, South Bend, Indiana 46601. EXHIBIT A DESCRIPTION OF LEASED PREMISES All of the City's interest in all or a portion of the Leased Premises which consists of (i)Chapin Street from its intersection with Lincoln Way West to its intersection with Sample Street,(ii)Sample Street from its intersection with Chapin Street to its intersection with Mayflower Road, (iii)Colfax Avenue/Orange Street from its intersection with South Dr. Martin Luther King, Jr. Boulevard to its intersection with Meade Street, (iv) Washington Street/Orange Street from its intersection with Meade Street to its intersection with Kenwood Avenue, (v) Kenwood Avenue from its intersection with Orange Street to its terminus west of Meade Street, and (vi) Meade Street/Bertrand Street from its intersection with Kenwood Avenue to its intersection with Eclipse Place, and which comprise the Leased Premises to be acquired by the Lessor,as more particularly described below: [Legal descriptions to be inserted] A-1 EXHIBIT B ADDENDUM TO LEASE BETWEEN SOUTH BEND REDEVELOPMENT AUTHORITY,LESSOR AND SOUTH BEND REDEVELOPMENT COMMISSION, LESSEE THIS ADDENDUM (this "Addendum"), entered into as of this day of ,2026,by and between South Bend Redevelopment Authority(the"Lessor"), and South Bend Redevelopment Commission(the"Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of July 1, 2026 (the "Lease"); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the adjusted rental. NOW,THEREFORE,IT IS HEREBY AGREED,CERTIFIED AND STIPULATED by the parties to the Lease that the adjusted rental is set forth on Appendix I attached hereto. IN WITNESS WHEREOF,the Parties hereto have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSOR LESSEE SOUTH BEND REDEVELOPMENT SOUTH BEND REDEVELOPMENT AUTHORITY COMMISSION President President ATTEST: ATTEST: Secretary-Treasurer Secretary I affirm under the penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Thomas M. Everett This instrument was prepared by Thomas M. Everett Barnes&Thornburg LLP, 201 South Main Street, Suite 400, South Bend, Indiana 46601. B-1 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary-Treasurer, respectively, of the South Bend Redevelopment Authority(the "Authority"), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this day of , 2026. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: B-2 STATE OF INDIANA ) ) SS: COUNTY OF ST.JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary, respectively, of the South Bend Redevelopment Commission (the "Commission"),and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 2026. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: B-3 Appendix Ito Addendum to Lease Adjusted Rental Schedule Payment Total Date Rental Payment DMS 53116943v2 B-4