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HomeMy WebLinkAbout18-42 Modifying and Reconfirming Resolution for Historic JMS Building SpUTH �o�,,; , �a , Filed in Clerk's Office SEP 0 5 2018 9 Ac � a$a x 865 KAREE MAH FOWLER CITY OF SOUTHBENh�LER� �ouT�B 2-'-'e COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE .DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE:Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation period for previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation period for the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or i be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. i Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIELJ.BDCKENMEM ALKEYNAALDRIDCE PAMELA MEYER `Iw CORCORAN BUSINESS DEVELOPMENT ENGAGEMENT&ECONOMIC EwowERMENT NEIGHBORHOOD DEVELOPINIENT PLANNING&CO&W i LTY RESOuRCEs EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT t 14005 County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I www.southbendin.gov li CITYOFSOUTHBEND I COMMUNITY INVESTMENT i These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a foam. 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 I new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph I County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. JSK Development eland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017. JSK Development(Southhold/Courtyard Marriott Downto)yn): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to p urchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. S Page 2 ; I I CITY OF SOUTH BEND I COMMUNITY INVESTMENT Ima ing eering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington LHotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs. The company received a form 11 from the St.Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since 1 I Daniel J. uckenmeyer Director of Business Development f I I f 4 1 1 t , l j f{� t } 4{i} I Page 3 i I Filed in Clerk's Office SEP 0 5 2018 I KAREE vtAH f OV�ILER CITY CLERK,SOUTH BEND.IN � ----� develop invest i August 1, 2018 j I Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W. Jefferson Blvd., Suite 14005 South Bend,IN 46601 Re: Historic JMS Building,LLC. I Resolution Number 4461-15 Dear Mr.Buckenmeyer, i I We are writing to ask for your support and favorable recommendation to extend the 2-year expiration of the Declaratory Resolution 4461-15 for the Historic JMS Building,LLC, from June 22,2017 to August 3151,2018. There was no assessed value increase as of January 1, 2017 made by the Assessor. We have been waiting for the increase to file the Application for Deduction from Assessed Valuation of Structures in Economic Revitalization Areas(Form 322). The Form 11 reflecting the increase was sent July 17th,2018. The 322 form was subsequently filed on July 27th,2018. See attached file. All CF-1's have been filed in a timely manner since the inception of the Declaratory Resolution. l The actual private investment of this project was$8,399,294. The project opened on March 15, ? 2017. There have been 3 jobs created(0 were anticipated). Thank you in advance for your support on this matter. Should you need additional information,please contact Jamie Ruiz at(574)968-9266. I i Sincerel I I Bradley Toothaker Manager i (Treat lakes Capital 112 Nest Jefferson Blvd.,Ste 200 Soudi Bend,INT 46601 574-251-4400 i f FE C Filed in Clerk's Office I BILL NO. 18-42 SEP 0 5 2018 RESOLUTION NO. KAREEMIAH FOWLER CITY CLERK,SOUTH SEND,IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOP DECLARATORY RESOLUTION NO. 4461-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 106-110 North Main St., South Bend, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR Historic JMS Building, LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4449-15 designated the area located at 106-110 North Main Street, South Bend, IN 46601 and which is more particularly described as follows: Key Number 018-1008-0330—Lot 21 Ex 5' N End & Ex 26' E Side Original Plat 99-010 Split to 033003 Trans 9773 10-7-98 Key Number 018-1008-033003 —20.33' X 70' Nw Cor Lot 20 Original Plat 99-00 Split Fr 0330 Per 9773 10-7-8 Key Number 018-1008-0331 - LOT 20 8X40 FT S SIDE OF 40 FT X 18 FT NE COR&MID PT N END LOTS 19&20 62 1/2 FT ON WASH ST X 1112-3 FT DEEP O P SO BEND and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4461-15, confirming the adoption of Declaratory Resolution No. 4449-15 on June 25, 2015; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4461-15, which expired on June 25, 2017; however, the project has not been assessed until July 2018; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4449-15 and Confirming Resolution No. 4461-15 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4449-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2—95% Year 3 — 80% Year 4—65% Year 5 —50% Year 6—40% Year 7—30% Year 8—20% Year 9— 10% Year 10—5% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION 4461-15 Passed by the Common Council of the City of South Bend,Indiana June 22, 15 20 . -t-�:\ 9 Attest: \ C�'� � City Clerk Attest• President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana June 23 20 15 City Clerk Approved and signed by me J V n f— 20 i T RESOLUTION NO. A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND,INDIANA, COMMONLY KNOWN AS 106-110 North Main St.,South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A(10)TEN YEAR REAL PROPERTY TAX ABATEMENT FOR Historic JMS Building, LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS, a Declaratory Resolution designated the area commonly known as 106-110 North Main St.,South Bend,IN 46601 and which is more particularly described as follows: Key Number 018-1008-0330—Lot 21 Ex 5'N End&Ex 26'E Side Original Plat 99-010 Split to 033003 Trans 9773 10-7-98 Key Number 018-1008-033003—20,33' X 70'Nw Cor Lot 20 Original Plat 99-00 Split Fr 0330 Per 9773 10-7-8 Key Number 018-1008-0331 -LOT 20 8X40 FT S SIDE OF 40 FT X 18 FT NE COR&MID PT N END LOTS 19&20 62 1/2 FT ON WASH ST X 111 2-3 FT DEEP 0 P SO BEND be designated as an Economic Revitalization Area;and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5;and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two(2)calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of(10) ten years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend,and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sea. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member o Common Counci Filed in MAY 2 a 2015 PRESENTED NOT APPROIRD Ury CLEW.ay. F.i47.!N ADOPTW 5 UTHeF 227 W.JEFFERSON BOULEVARD PHONE:574/235-9371 SUITE 1400 S. � \`� FAx:574/235-9021 SOUTH BEND,IN 46601-1830 f865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 19,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Real Property Tax Abatement Petition for:Historic JMS Building,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a real property tax abatement petition for Historic JMS Building,LLC's downtown renovation: ➢Department of Community Investment's summary report ➢ Copy of the petition ➢ Statement of Benefits form ➢ Supporting information. The report contains the Department's findings relative to the above petition. The total cost for the construction is estimated at$7,600,000. The project meets the qualifications for a (10)ten year real property tax abatement and a representative from Historic JMS Building LLC will be available to meet with the Committee on Tuesday,May 26,2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely, -0 /�Itl Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING - NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES JlTM KAIN PAMELA C.MEYER CHRIS FIELDNO BROCKZEEB STATEMENT OF BENEFITS REAL ESTATE IMPROVEMENTS 20_PAY 20_ State Form 51767(R4 12-13) FORM SB-1 I Real Property Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement is being completed for real property that qualifies under the following Indiana Code(check one box) The cost and any specific individual's ❑ Redevelopment or rehabilitation of real estate improvements(IC 6-1.1-12.1-4) salary information is confidential;the El Residentially distressed area(IC 6-1.1-12.1-4.1) balance of the filing is public record per IC 6-1.1-12.1-5 1(c)and(d). INSTRUCTIONS: 1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requires information from the applicant in making its decision about whether to designate an Economic Revitalization Area. Otherwise.this statement must be submitted to the designating body BEFORE the redevelopment or rehabilitation of real property for which the person wishes to claim a deduction. 'Projects"planned or committed to after July 1. 1987.and areas designated after July 1, 1987,require a STATEMENT OF BENEFITS. (1C 6-1.1-12.1) 2 Approval of the designating body(City Council Town Board, County Council,etc.)must be obtained prior to initiation of the redevelopment or rehabilitatton.BEFORE a deduction may be approved. 3. To obtain a deduction,a Form 3221RE must be filed with the County Auditor before May 101n the year in which the addition to assessed valuation is made or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed after April 10. If the property owner misses the May 10 deadline in the initial year of occupation,he can apply between March 1 and May 10 of a subsequent year 4. Property owners whose Statement of Benefits was approved after June 30, 1991 must attach a Form CF-1 1Real Property annually to the application to show compliance with the Statement of Benefits. (IC 6-1.1-12.1-5.1(b)and IC 6-1.1-12.1-5.30)). 5. The schedules established under IC 6-1.1-12.1-4(d)for rehabilitated property apply to any economic revitalization areas designated after June 30,2000, unless an alternative deduction schedule is adopted by the designating body(1C 6-1.1-12.1-17). The schedules effective prior to July 1.2000,shall continue to apply to economic revitalization areas designated before July 1.2000, orly, • • Name of taxpayer Historic JMS Building LLC Address of taxpayer(number and street city,state.and ZIPcode) 112 West Jefferson Blvd.,Suite 200,South Bend,IN 46601 Name of contact person Telephone number E-mail address Bradley Toothaker 574 251-4400 ( 1 bloothaker @greatlakescapital.com Name of designating body r l' n nurp South Bend Common Council Resolu ��—� Location of property County DLGF taxing district number 106-110 North Main Street,South Bend,St Joseph County,IN Descnption of real property improvements,redevelopment,or rehabilitation ruse additional sheets if necessary) Estimated start sate(month.day.year) July 1.2015 Renovation of historic office structure built in 1909.Improvements will result in repositioning of the property into high end market rate apartments and gr Estimated completion dale(month.day,year) March 1,2016 ' • =Number t • •••• t -• Current number Salaries ned Salaries Number additional Salaries 0 6 average of S 10 00/hr • • 1 • ••• t •'• log, I REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 2,400,000 Plus estimated values of proposed project _ 7,600,000 Less values of any property being replaced Net estimated values upon completion of prti act 10,000,000 Estimated solid waste converted(pounds) Estimated hazafde"&ww-4e-c&werted{pou Other benefits 4 '015 JOK SIX CITY CLERK,SOUTH i3END,IN I hereby certify that the re resentati ns in this statement are true. Signature of autho re n tip rue Date signed(month,day,year) Page 1 of 2 1 We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A. The designated area has been limited to a period of lime not to exceed calendar years'(see below), The dale this designation expires is _��b - Lo(� S. The type of deduction that is allowed in the designated area Is limited to: 1,Redevelopment or rehabilitation of real estate improvements Yes ❑No 2.Residentially distressed areas E.Yes ®No C. The amount of the deduction applicable is limited to$ a, �-t w,% . D. Other limitations or conditions(specify) N'D r%2,_ E. The deduction is allowed for L-0 years"(see below). F. Did the designating body adopt an alternative deduction schedule per IC 6A A-12.1-17? (AYes ED No If yes,attach a copy of the alternative deduction schedule to this form. (((((( "`` We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits is sufficient to justify the deduction described above. Approved(signature and Lille of authorized member of designating body) Telephone number _ Dale st ned(month,day,year) - R3 L( 7AHestedby ' nature and title of a e t ) Designated boddyy CJiN If the desigbating body limits the time period during which an area is an economic revitalization area it does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years designated under IC 6-1.1-12.1-4. A. For residentially distressed areas,the deduction period may not exceed five(5)years. B. For redevelopment and rehabilitation or real estate improvements: 1. If the Economic Revitalization Area was designated prior to July 1,2000.the deduction period is limited to three(3),six(6),or ten(10)years. 2. If the Economic Revitalization Area was designated after June 30.2000.and is not in a residentially distressed area.the deduction period may not exceed ten(10)years. Page 2 of 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 3rd day of June, 2015, serves as confirmation of a commitment by Historic JMS Building, LLC (the "Applicant"), pending a June 22, 2015 public hearing, to comply with the project description,job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to providing a (10) ten-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation and repositioning of a building located on property identified as 106- 110 North Main St., South Bend, IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$7,600,000 to renovate and reposition an existing building. This project will create 8 jobs in the first 5 years. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the "Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4. Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Seven Million Six Hundred Thousand $7,600,000 for the renovation of an existing building. (b) this project will create 8 jobs over the life of the abatement. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof, addressed as set forth below: If to Applicant: Historic JMS Building, LLC 112 West Jefferson Blvd. South Bend, IN 46601 Attn: Bryse Toothaker If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 r ttn: Brock Zeeb, Department of ommunity Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. ]Remainder of page intentionally blank.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "Applicant" "City" Historic JMS Building, LLC City of end, Indiana Y ` y: Bry e Toothaker Tim Sco President, South Bend Common Council Approved as to Legal Adequacy and Form g �� Y: his /z ?y� day of 3u vE , 2015. Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council y: Brock Zeeb Department of Community Investment Counsel for Applicant Y: --�- Pete BuMgieg Mayor SBDS02 RJD 3266400