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HomeMy WebLinkAbout18-45 Modifying and Reconfirming Resolution for JSK Development Southhold- Hall of Fame Filed in Clerk's Office N\PE ICES SEP 0 5 2018 . I865��.>' KAREEMAH FOWLER SOUTHBEN CITY OF cITYCLERK,SOUTH SEND,IJ 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 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. 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. DAHIELJ.BucKEx.N EYER ALKEYNAALDRIDGE PAMELA MEYER ThM CoRGORAN BUShmm DEVELOPMENT ENGAGEMENT&EGo\owc EMPOWERMENT NEIGHBORHOOD DEvFmPN1ENT PLAN MG&COMMUNM RESOuROES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I www.southbendin.gov CITY OF SOUTH BEND j COMMUNITY INVESTMENT Ima ingi•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(Hotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs.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 I , I I Daniel J. uckenmeyer Director of Business Development i I i I( E f i i , I t { Page 3 CITYOFSOUTHBEND I COMMUNITY INVESTMENT 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 form 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 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 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. i JSK Development eland Hospitality/Holiday Inn Exuress): 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 Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 1 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. i 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 ndt received a form 11 for a full assessment of the E property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. { i I Page 2 4 i FK in Clerk's Office JSK Development, Inc. 247 Dixieway North EP 0 5 2018 South Bend, IN 46637 Eis,�AH FO—W—LE SOUTH REND. d�f September 4, 2418 Department of Community Investment City of South Bend 227 W.Jefferson Blvd. South Bend, IN 46601 Re: Real Estate Tax Abatement for JSK Development/Southhold, LLC(confirming resolution#4457-15) '. On June 23, 2015, JSK Development/Southhold LLC was awarded a nine (9) year real property j tax abatement for construction of a full-service national brand 120 room hotel and connecting annex to the former College Football Hall of Fame. The company has invested $11million and created 38 new i jobs.The construction was completed in April 2018. I We never received Form 11 in our office subsequently Form 322/RE was never filed with St. r Joseph County Auditor's Office. 1 s The CF-1 forms have been filed in a timely manner since the inception of the Declaratory i Resolution. We are requesting to extend a designation period for another year to a total of three years. Sincerely, Priti Patel, CFO JSK Development ; 1 i 6 i' {Z� S { S BILL NO. 18-45 LF, n Clerk's Office RESOLUTION NO. EP 0 5 201a E EMAH FOWLER A RESOLUTION MODIFYING AND RECONFIRM K,SQUTH BEND,►N ADOPTION OF A DECLARATORY RESOLUTIO5 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 111 South St. Joseph St., South Bend, IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TWO (2) YEAR VACANT BUILDING TAX ABATEMENT FOR JSK Development, Inc./Southhold, 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 111 South St. Joseph St., South Bend, IN 46601 and which is more particularly described as follows: LOT AB HALL OF FAME & CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1ST RP RP6363 09-30-08 09/10 and which has Key Numbers 018-3091-347405 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. WHEREAS, the Council issues a Confirming Resolution confirming the adoption of a Declaratory Resolution as Resolution No. 4456-15 on June 22, 2015 WHEREAS, the petitioner will not have the project completed within the three- year designation period granted in the Confirming Resolution, which will expire on May 26, 2018. WHEREAS, the Petitioner has requested an additional period of time to complete construction of the planned project. The project experienced unforeseen delays in the design stage which led to an overall delay in the construction timeline. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Petitioner acknowledges that they will not have the project completed within the three-year designation period granted in the Confirming Resolution due to the following: A. The future use of the former College Football Hall of Fame Building (CFHOF) was directly tied to the construction and subsequent opening of the hotel that sits adjacent to building. With the hotel project completion now, the Developer is better able to target potential uses for the former CFHOF and looks forward to creating an overall project that will be a tremendous asset for the City for years to come. The Common Council hereby finds that the extension of the designation is appropriate in light of the aforementioned reason noted above. SECTION 11. The Common Council hereby reconfirms its Declaratory Resolution and its Confirming 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 four (4) calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted a vacant building property tax deduction for a period of two (2) years 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 seq. SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Tim Scott, Council President South Bend Common Council RESOLUTION 4456-15 Passed by the Common Council of the City of South Send,Indiana June 22, 15 20 Attest: " \ l .L �° r� City Clerk Attest President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana June 23 20 15 Ci tY Clerk Approved and signed by me �v 20-L5--. �'� Matix RESOLUTION NO. Lf q S�j S- A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA,COMMONLY KNOWN AS 111 South St.Joseph St.,South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TWO(2)YEAR VACANT BUILDING TAX ABATEMENT FOR JSK Development, Inc./Southhold,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 11 I South St.Joseph St.,South Bend,IN 46601 and which is more particularly described as follows: LOT AB HALL OF FAME&CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1ST RP RP6363 09-30-08 09/10 and which has Key Numbers 018-3091-347405 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 (2) two 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 a ommon Council FM Rerx'g 6""Cp Fly 2Q zo15 NOT APf 40Y�1 Cliff'CL A C�&O 1TH BEND,HN 45p10Tq 6� O P1r�i�f�f/j, O 227 W.JEFFERSON BOULEVARD PHONE:574/235-9371 SUITE 1400 S. � � ,,, o FAX:574/235-9021 SOUTH BEND,IN 46601.1830 l665 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: First Substitute Filing Vacant Building Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: An amended first substitution filing was made regarding the real property tax abatement petition for JSK Development Inc./Southhold, LLC. The following information was amended from the original filing: ➢Petition for Incentives-Legal owner name added,Southhold,LLC,on page one ➢ Statement of Benefits SB-1NBD—Section 1,name of taxpayer changed from JSK Development or LLC to be named later to Southhold,LLC ➢ Statement of Benefits SB-1NBD—Section 2,information added that was previously blank ➢ Statement of Benefits SB-1NBD—Section 3,number of additional jobs and salaries changed from 42 to 38 to match the Petition for Incentives ➢ Statement of Benefits SB-1 NBD—Section 4,information added that was previously blank ➢ Statement of Benefits SB-1NBD—Section 5,information added that was previously blank Should you or any of the other Council members have any questions or need additional information,please feel free to call me at 235-9339. Sincerely, Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members PLANNING NEIGHBORHOOD ENGAGEMENr BUSINESS DEVELOPMENT ECONOMIC RESOURCES Jaw KAIN PAMELA C.MEYER CHRIS FIELDING BROCK ZEES 6pUTH 8� 227 W.JEFFERSON BOULEVARD ,cam. /��.z PHONE:574/235-9371 SUITE 1400 S. U� �� e FAx:574/235-9021 SOUTH BEND,IN 46601-1830 y e E r � ■ `� ■ 1865 CITY OF SOUTH BEND PETE BUTTIG[EG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Vacant Building Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a vacant building tax abatement petition for JSK Development Inc./Southhold,LLC: ➢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 project meets the qualifications for a(2)two year vacant building tax abatement. A representative from JSK Development,Inc./Southhold,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, 1117-1— Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING NEIGHBORHOODENCACEMENT BUSINESSDEVELOPMEN7 ECONOMICRESOURCES JInN KAIN PAMELA C.MEYER CHius FIELDING BRocx ZEEB STATEMENT OF BENEFITS 20 PAY 20_ VACANT BUILDING DEDUCTION a State Form 55182(R/2-14) FORM SB-1/VBD Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement is being completed for real property that qualifies as an"eligible vacant building"as defined by The cost and any specific individual's IC 6-1.1-12.1-1(17). salary information is confidential;the balance of the filing is public record per IC 6-1.1-12.1-5.1(c)and(d). INSTRUCTIONS: I. 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 occupation of the eligible vacant building for which the person wishes to claim a deduction. 2. To obtain a vacant building deduction,a Form 3221VBD must be filed with the county auditor before May 10 in the year in which the property owner or his tenant occupies the vacant building or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed afterApril 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 3 A property owner who files the Form 3221VBD must provide the county auditor and the designating body with a Form CF-1/VBD to show compliance with the approved Form SB-1/VBD. The Form CF-1/VBD must also be updated each year in which the deduction is applicable. SECTION • • Name of taxpayer I, _ SS K UEUF–e–c, 7E^�T, 1n7C./SONTh'Ho�, G Address of taxpayer(number and street,city,state,and LP code) 247 North Dixieway,South Bend, IN 46637 Name of contact person Telephone number E-mad address AJ Patel ( 574 ) 387-4467 info @jskhotel.com SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Name of designating body Resolution number ( South Bend Common Council � S 6— ( r Location of property County DLGF taxing district number 111 St.Joseph St.,South Bend,IN 46601 St.Joseph Description of eligible vacant building that the property owner or tenant will occupy(use additional sheets if necessary). Estimated occupancy date(month,day,year) iq Hall of Fame building use4-57 4 a0%s- Estimated date placed-in-use(month,day,yead SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS A RESULT OF PROPOSED PROJECT Current number Salaries Number retained Salaries Number additional Salaries 0 0.00 0 0.00 38 1,108,723.20 ESTIMATED SECTION TOTAL COST AND VALUE OF PROPOSED PROJECT REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 2,400,000.00 Plus estimated values of proposed project 500,000.00 Less values of any property being replaced Net estimated values upon completion of project 2,400,000.00 SECTION • TO SELL OR Described efforts by the owner or previous owner to sell,lease,or rent the building during period of vacancy: City had call for offers for sale or lease Show amount for which the budding was offered for sale,lease,or rent during period of vacancy. $2,400,000 for sale;$9/sq.ft.for lease List any other benefits resulting from the occupancy of the eligible vacant building. SECTION • I hereby certify that the representations in this statement are true. Signature ofnature of ht>o autd FeprexMaGve Title Date signed(month,day,year) `YI42 O-LtO/ May 12,2015 Page 1 of 2 M ` •' USE OF DESIGNATING BODY We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: '2 A. The designated area has been limit d to a period of time not to exceed 1— calendar years*(see below). The date this designation expires is �- '-I-- U11 B. The amount of the deduction applicable is limited to$ N y Lt C. Other limitations or conditions(specify) P d V — D. Number of years allowed: ❑ Year 1 Year 2 ❑ Year 3 El Year 4 ❑ Year 5(*see below) El Year 6 Year 7 El Year 8 El Year 9 ❑ Year 10 E. For a statement of benefits approved after June 30,2013,did the designating body adopt an abatement schedule per IC 6-1.1-12.1-17? Yes ❑ No Iff yes,attach a copy of the abatement schedule to this form. If no,the designating body is required to establish an abatement schedule before the deduction can be determined. 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 title of authorized member of designating body) Telephone number Date signed(month,day,year) Printed name of authorized Piember of designating body Name of designating body KIP.- (u VLC_k Attested by(signature and title of attester) Printed name of attester *If the designating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17. IC 6-1.1-12.1-1(17)"Eligible vacant building"means a building that: (A)is zoned for commercial or industrial purposes;and (B)is unoccupied for at least one(1)year before the owner of the building or a tenant of the owner occupies the building,as evidenced by a valid certificate of occupancy,paid utility receipts,executed lease agreements,or any other evidence of occupation that the department of local government finance requires. IC 6-1.1-12.1-17 Abatement schedules Sec.17.(a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: (1) The total amount of the taxpayer's investment in real and personal property. (2) The number of new full-time equivalent jobs created. (3) The average wage of the new employees compared to the state minimum wage. (4) The infrastructure requirements for the taxpayer's investment. (b)This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. An abatement schedule may not exceed ten(10)years. (c)An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under the terms of the resolution approving the taxpayer's statement of benefits. 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 JSK Development, Inc./Southhold, 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(2)two-year vacant building property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the construction of a building located on property identified as 111 South St. Joseph St., South Bend, IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$9,250,000 to construct a new building adjacent to an existing building known as the former College Football Hall of Fame. This project will create 33 jobs in the first year, representing an annual payroll of $884,083 upon opening. In addition,JSK Development, Inc. will be relocating approximately 32 jobs from their corporate office into the downtown building mentioned previously. 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 Memorandum of Agreement Page 2 of 6 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) Nine Million Two Hundred Fifty Thousand $9,250,000 for new building construction. (b)this project will create 33 jobs in the first year upon opening. 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 Memorandum of Agreement Page 3 of 6 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. Rena ent. 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. Memorandum of Agreement Page 4 of 6 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: Memorandum of Agreement Page 5 of 6 If to Applicant: JSK Development, Inc./Southhold, LLC 47 North Dixieway South Bend, IN 46637 Attn: AJ Patel If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 14005 South Bend, Indiana 46601 Attn: Brock Zeeb,Department of Community 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.] Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "Applicant" 64citY55 JSK Development, Inc./Southhold, LLC City of S nd, Indiana By: y. AJ Patel, President Tim Sco President, South Bend Common Council Approved as to Legal Adequacy and Form y. 24�E his /S day of —Tut. ,2015. Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council 1BY: Brock Zee Department of Community Investment Counsel for Applicant 5� Y Pete B >.eg Mayor SBDS02 RJD 326640v1