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Home My WebLink About11-12-2018 Final Agenda Packet MEMORANDUM TO: MEMBERS OF THE COMMON COUNCIL FROM: KAREEMAH FOWLER, CITY CLERK DATE: NOVEMBER 8, 2018 SUBJECT: COMMITTEE MEETING NOTICE The following Common Council Committee Meetings have been scheduled for MONDAY, NOVEMBER 12, 2018: Council Informal Meeting Room 4th Floor County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 4:30 P.M. ZONING & ANNEXATION OLIVER J. DAVIS, CHAIRPERSON 1. Bill No. 56-18- Old National Annexation Area (Previously Bill No. 12-17) 2. Bill No. 18-59- Old National Annexation Area Fiscal Plan 4:45 P.M. COMMUNITY RELATIONS REGINA WILLIAMS-PRESTON, CHAIRPERSON 1. Update: Committee Logistics for the Remaining of 2018 and All of 2019 5:05 P.M. COMMUNITY INVESTMENT GAVIN FERLIC, CHAIRPERSON 1. Update: Library & Community Foundation- Deborah Futa, Rose Meissner, Phil Faccenda Council President Tim Scott has called an Informal Meeting of the Council which will commence immediately after the adjournment of the Community Investment Committee Meeting. INFORMAL MEETING OF THE COMMON COUNCIL TIM SCOTT, PRESIDENT 1. Discussion of Council Agenda 2. Update and Announcements 3. Discuss Holiday Schedule 4. Adjournment cc: Mayor Pete Buttigieg Committee Meeting List Media NOTICE FOR HEARING AND SIGHT IMPAIRED PERSONS Auxiliary Aid or Other Services may be Available upon Request at No Charge. Please give Reasonable Advance Request when Possible 1 SOUTH BEND COMMON COUNCIL M EETING A GENDA Monday, November 12, 2018 7:00 P.M. 1. INVOCATION- PASTOR JASON MILLER, SOUTH BEND CITY CHURCH 2. PLEDGE TO THE FLAG 3. ROLL CALL 4. REPORT FROM THE SUB-COMMITTEE ON MINUTES 5. SPECIAL BUSINESS 6. REPORTS FROM CITY OFFICES 7. COMMITTEE OF THE WHOLE TIME:_________ BILL NO. 56-18 PUBLIC HEARING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, ANNEXING TO AND BRINGING WITHIN THE CITY LIMITS OF SOUTH BEND, INDIANA, AND AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED IN CLAY TOWNSHIP, CONTIGUOUS THEREWITH; COUNCILMANIC DISTRICT NO. 4, FOR 17330 STATE ROAD 23, SOUTH BEND, INDIANA (PREVIOUSLY BILL NO. 12-17- PUBLIC HEARING PORTION ONLY) 8. BILLS ON THIRD READING TIME:______ 9. RESOLUTIONS BILL NO. 18-59 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, ADOPTING A WRITTEN FISCAL PLAN AND ESTABLISHING A POLICY FOR THE PROVISION OF SERVICES TO AN ANNEXATION AREA IN CLAY TOWNSHIP (OLD NATIONAL ANNEXATION AREA 2 18-65 A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 4836 WESTERN AVE, SOUTH BEND, INDIANA 46619 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A SEVEN (7) YEAR REAL PROPERTY TAX ABATEMENT FOR NILKANTH, LLC 18-67 A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3201 W CALVERT STREET, SOUTH BEND, INDIANA 46613 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE (5) YEAR PERSONAL PROPERTY TAX ABATEMENT FOR SOUTH BEND ETHANOL, LLC 10. BILLS ON FIRST READING BILL NO. 57-18 FIRST READING ON AN ORDINANCE TO VACATE THE FOLLOWING DESCRIBED PROPERTIES: FIRST EAST/WEST ALLEY LYING WEST OF LAWRENCE STREET AND NORTH OF CORBY BOULEVARD, RUNNING WEST 158 FEET +/- IN LENGTH AND TERMINATING AT AN EXISTING NORTH/SOUTH ALLEY, ALL IN SOUTH BEND, INDIANA 58-18 FIRST READING ON AN ORDINANCE TO VACATE THE FOLLOWING DESCRIBED PROPERTY NORTH/SOUTH PORTION OF SAMPSON STREET 40’ IN WIDTH RUNNING SOUTH 140’ FROM S RIGHT OF WAY OF E. RANDOLPH STREET ENDING AT N RIGHT OF WAY OF EAST/WEST ALLEY BETWEEN ROBINSON AND HOKE STREETS 59-18 FIRST READING ON AN ORDINANCE AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED AT 1405 & 1505 EAST HOWARD STREET, COUNCILMANIC DISTRICT NO. 4 IN THE CITY OF SOUTH BEND, INDIANA 60-18 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ISSUANCE AND SALE OF AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,800,000 OF CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE BONDS FOR THE COMMUNITY EDUCATION CENTER PROJECT, DESIGNATING THE BONDS AS LIMITED OBLIGATIONS OF THE CITY, AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO 61-18 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AMENDING CHAPTER 17 OF THE SOUTH BEND MUNICIPAL CODE TO ADD A NEW ARTICLE 14 ESTABLISHING INTERIM STORM WATER UTILITY RATES AND 3 AMENDING CHAPTER 2, ARTICLE 14 TO CREATE A NEW FUND FOR THESE REVENUES TO BE KNOWN AS THE STORM SEWER FUND (#667) 11. UNFINISHED BUSINESS BILL NO. 18-69 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROVING A PETITION OF THE AREA BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 1320 MIAMI STREET 12. NEW BUSINESS 13. PRIVILEGE OF THE FLOOR 14. ADJOURNMENT TIME: _________ Notice for Hearing and Sight Impaired Persons Auxiliary Aid Or Other Services Are Available Upon Request At No Charge. Please Give Reasonable Advance Request When Possible. In the interest of providing greater public access and to promote greater transparency, the South Bend Common Council agenda has been translated into Spanish. All agendas are available online from the Council’s website, and also in paper format in the Office of the City Clerk, 4th Floor County-City Building. Reasonable efforts have been taken to provide an accurate translation of the text of the agenda, however, the official text is the English version. Any discrepancies which may be created in the translation, are not binding. Such translations do not create any right or benefit, substantive or procedural, enforceable at law or equity by a party against the Common Council or the City of South Bend, Indiana. 2018 COMMON COUNCIL STANDING COMMITTEES (Rev. 06-14-18) COMMUNITY INVESTMENT COMMITTEE Oversees the various activities of the Department of Community Investment. This Committee reviews all real and personal tax abatement requests and works closely with the Business Development Team. Gavin Ferlic, Chairperson Oliver J. Davis, Member Regina Williams-Preston, Vice-Chairperson Sharon L. McBride, Member COMMUNITY RELATIONS COMMITTEE Oversees the various activities of the Engagement and Economic Empowerment, Neighborhood Development, and Community Resources Teams within the City’s Department of CI and is charged with facilitating partnerships and ongoing communications with other public and private entities operating within the City. Regina Williams-Preston, Chairperson Jake Teshka, Member Sharon L. McBride, Vice-Chairperson Karen L. White, Member COUNCIL RULES COMMITTEE Oversees the regulations governing the overall operation of the Common Council, as well as all matters of public trust. Its duties are set forth in detail in Section 2-10.1 of the South Bend Municipal Code. Tim Scott, Member Gavin Ferlic, Member Jake Teshka, Member Karen L. White, Member HEALTH AND PUBLIC SAFETY COMMITTEE Oversees the various activities performed by the Fire and Police Departments, EMS, Department of Code Enforcement, ordinance violations, and related health and public safety matters. Jo M. Broden, Chairperson Oliver J. Davis, Member John Voorde, Vice-Chairperson Karen L. White, Member INFORMATION AND TECHNOLOGY COMMITTEE- Innovation Oversees the various activities of the City’s Department of Innovation, which includes the Divisions of Information Technology and 311 so that the City of South Bend remains competitive and on the cutting edge of developments in this area. Reviewing and proposing upgrades to computer systems and web sites, developing availability and access to GIS data and related technologies are just some of its many activities. Tim Scott, Chairperson Gavin Ferlic, Member Jake Teshka, Vice-Chairperson Sharon L. McBride, Member PARC COMMITTEE- Venues Parks and Arts (Parks, Recreation, Cultural Arts & Entertainment) Oversees the various activities of the Century Center, College Football Hall of Fame, Four Winds Stadium, Morris Performing Arts Center, Studebaker National Museum, South Bend Regional Museum of Art, Potawatomi Zoo, My SB Trails, DTSB relations, and the many recreational and leisure activities offered by the Department of Venues Parks and Arts. Sharon L. McBride, Chairperson Oliver J. Davis, Member Gavin Ferlic, Vice-Chairperson John Voorde, Member 2018 COMMON COUNCIL STANDING COMMITTEES (Rev. 06-14-18) PERSONNEL AND FINANCE COMMITTEE Oversees the activities performed by the Department of Administration and Finance, and reviews all proposed salaries, budgets, appropriations and other fiscal matters, as well as personnel policies, health benefits and related matters. Karen L. White, Chairperson Regina Williams-Preston, Member Gavin Ferlic, Vice-Chairperson John Voorde, Member PUBLIC WORKS AND PROPERTY VACATION COMMITTEE Oversees the various activities performed by the Building Department, the Department of Public Works and related public works and property vacation issues. John Voorde, Chairperson Jo M. Broden, Member Sharon L. McBride, Vice-Chairperson Gavin Ferlic, Member RESIDENTIAL NEIGHBORHOODS COMMITTEE Oversees the various activities and issues related to neighborhood development and enhancement. Karen L. White, Chairperson Regina Williams-Preston, Member Jo M. Broden, Vice-Chairperson John Voorde, Member UTILITIES COMMITTEE Oversees the activities of all enterprise entities including but not limited to the Bureau of Waterworks, Bureau of Sewers and all related matters. Jake Teshka, Chairperson Sharon L. McBride, Member Oliver J. Davis, Vice-Chairperson Regina Williams-Preston, Member ZONING AND ANNEXATION COMMITTEE Oversees the activities related to the Board of Zoning Appeals, recommendations from the Area Plan Commission and the Historic Preservation Commission, as well as all related matters addressing annexation and zoning. Oliver J. Davis, Chairperson Gavin Ferlic, Member John Voorde, Vice-Chairperson Jo M. Broden, Member ________________ SUB-COMMITTEE ON MINUTES Reviews the minutes prepared by the Office of the City Clerk of the regular, special and informal meetings of the Common Council and makes a recommendation on their approval/modification to the Council Tim Scott Jake Teshka 2018 COMMON COUNCIL STANDING COMMITTEES (Rev.02-26-18) TIM SCOTT, 1ST District Council Member President Information and Technology, Chairperson Council Rules Committee, Member Sub-Committee on Minutes, Member REGINA WILLIAMS-PRESTON 2nd District Council Member Community Relations Committee, Chairperson Residential Neighborhood Committee, Member Community Investment Committee, Vice-Chairperson Personnel & Finance Committee, Member Utilities Committee, Member SHARON L. MCBRIDE, 3rd District Council Member PARC Committee, Chairperson Community Investment Committee, Member Community Relations Committee, Vice Chairperson Information & Technology Committee, Member Public Works & Property Vacation, Vice Chair Utilities Committee, Member JO M. BRODEN, 4TH District Council Member Health and Public Safety Committee, Chairperson Public Works & Property Vacation, Member Residential Neighborhood Committee, Vice-Chairperson Zoning & Annexation Committee, Member JAKE TESHKA, 5TH District Council Member Utilities Committee, Chairperson Council Rules Committee, Member Information and Technology Committee, Vice-Chairperson Sub-Committee on Minutes, Member Community Relations Committee OLIVER J. DAVIS, 6TH District Council Member Vice President Zoning & Annexation Committee, Chairperson Community Investment Committee, Member Utilities Committee, Vice-Chairperson Health & Public Safety Committee, Member PARC Committee, Member GAVIN FERLIC, AT LARGE Council Member Chairperson, Committee of the Whole Community Investment Committee, Chairperson Information & Technology Committee, Member PARC Committee, Vice-Chairperson Public Works & Property Vacation, Member Personnel & Finance Committee, Vice-Chairperson Zoning & Annexation Committee, Member Council Rules Committee, Member KAREN L. WHITE, AT LARGE Council Member Residential Neighborhood Committee, Chairperson Community Relations Committee, Member Personnel & Finance Committee, Chairperson Council Rules Committee, Member Health & Public Safety Committee, Member JOHN VOORDE, AT LARGE Council Member Public Works & Property Vacation, Chairperson Residential Neighborhood Committee, Member Health and Public Safety, Vice-Chairperson PARC Committee, Member Zoning & Annexation Committee, Vice-Chairperson Personnel & Finance Committee, Member SpUTH g4 wa... d Filed in Clerk's Office OCT 16 2018 1865 KAREEMAH RVVLER CITY CLERK, SOUTH BEND,IN CITY OF SOUTH BEND COVVU \ ITY I \VESTVENT October 16, 2018 Tim Scott, President South Bend Common Council 4th Floor, County-City Building Re: Re-Filing& Reinstatement of Bill 12- 17 (An Ordinance of the Common Council of the City of South Bend,Indiana,Annexing to and Bringing within the City Limits of South Bend,Indiana, and Amending the Zoning Ordinance for Property Located in Clay Township, Contiguous Therewith; Councilmanic District No. 4,for 17330 State Road 23, South Bend,Indiana) Dear President Scott: Attached with this letter is original Bill 12-17, a voluntary annexation proposing to annex/zone contiguous territory to the City of South Bend. This bill received First Reading on March 13, 2017. The zoning aspects of the bill were heard by the Area Plan Commission on October 17, 2017. At the request of the petitioner,the bill was continued indefinitely prior to its scheduled public hearing at the October 23, 2017, Common Council meeting. The petitioner now desires to proceed with its annexation/rezoning request. To accommodate this request, I respectfully ask that Bill 12- 17 be re-filed with a 2018 bill number and, as this item previously had First Reading, be reinstated by the Common Council at its October 22 meeting. As this request has already been considered by the Area Plan Commission, it need not be referred there. Rather,the bill may be set for Second Reading(public hearing) at the Common Council's first meeting in November. If you have any questions, please feel free to contact me at 235- 5843. Thank you. Sincerely, Michael P. Divita,AICP Planner cc: Larry Magliozzi &Angela Smith, Area Plan Commission EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1227 W.Jefferson Bvld.l South Bend,Indiana 46601 1 p 574.235.9371 I www.southbendin.gov BILL NO. 56-18 LAWRENCE P. MAGLIOZZI FXECUTIVE DIRECTOR Angela M. Smith Deputy Dir.rl..r AREA PLAN COMMISSION OF ST. JOSEPH COUNTY, IN 227 22 JEFFERSON BLVD., ROOM 1140 COUNTY-CITY BUILDING, SOUTH BEND, INDIANA 46601 (57+) 235-9571 March 7, 2017 Filed in Clerk's Office South Bend Common Council 1 4th Floor, County-City Building South Bend, IN 46601 MAR 0 8 2017 , KAREEMIAH FOWLER RE: Rezoning for 17330 State Road 23 CRY CLERK SOUTH BEND. IN APC#2818-17 Dear Council Members: Enclosed is an Ordinance for the proposed Zone Map Amendment at the above referenced location. Please include the attached Ordinance on the Council agenda for first reading at your March 13, 2017 Council meeting, and set it for public hearing at your April 24, 2017 Council meeting. The petition is tentatively scheduled for public hearing at the April 18, 2017 Area Plan Commission meeting. The recommendation of the Area Plan Commission will be forwarded to your office by noon on the day following the public hearing. If you have any questions, please feel free to contact our office. Since ely, 111,,'id M. Stanton,Jr. Planner CC: Adriana Rodriguez SERVING ST. JOSEPH COUNTY. SOUTH BEND, LAKEVILLE, NEW CARLISLE, NORTH LIBERTY, OSCEOLA & ROSELAND W W W.S T J O S E P H C O U N T T I N D I A N A.COM/A R E A P L A N ORDINANCE NO. AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, ANNEXING TO AND BRINGING WITHIN THE CITY LIMITS OF SOUTH BEND, INDIANA, AND AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED IN CLAY TOWNSHIP, CONTIGUOUS THEREWITH; COUNCILMANIC DISTRICT NO. 4, FOR 17330 STATE ROAD 23, SOUTH BEND, INDIANA STATEMENT OF PURPOSE AND INTENT To allow for uses in CB Community Business NOW THEREFORE BE IT ORDAINED by the Common Council of the City of South Bend, Indiana as follows: SECTION 1. That the following described real estate situated in St. Joseph County, Indiana, being contiguous by more than one-eighth (1/8) of its aggregate external boundaries with the present boundaries of the City of South Bend, Indiana, shall be and hereby is annexed to and brought within the City of South Bend: THAT PART OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 38 NORTH, RANGE 3 EAST, ST. JOSEPH COUNTY, INDIANA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT "A" IN STANDARD FEDERAL BANK REPLAT OF LOTS 1 AND 2 IN TOWER MINOR SUBDIVISION, RECORDED AUGUST 29, 1994 AS INSTRUMENT NUMBER 94-32933 IN THE OFFICE OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA ; THENCE WEST ALONG THE EXISTING CITY LIMIT LINE 122' MORE OR LESS TO THE WEST RIGHT-OF-WAY LINE OF STATE ROAD 23, ALSO BEING THE EAST LINE OF LOT 2A OF FOUNDATION CENTER FIRST REPLAT SUBDIVISION; THENCE SOUTHWESTERLY ALONG THE WEST RIGHT-OF- WAY LINE OF STATE ROAD 23, 417 FEET MORE OR LESS TO THE SOUTH RIGHT-OF- WAY LINE OF DOUGLAS ROAD; THENCE EAST 120 FEET, MORE OR LESS, TO THE EAST RIGHT-OF-LINE OF STATE ROAD 23; THENCE NORTH ALONG THE EAST RIGHT-OF-WAY LINE OF STATE ROAD 23 TO THE EXISTING CITY LIMIT; THENCE WEST 18 FEET, MORE OR LESS, AND NORTHEASTERLY 127 FEET, MORE OR LESS, ALONG THE EXISTING CITY LIMIT LINE; THENCE SOUTHEASTERLY 30 FEET MORE, OR LESS, AND EASTERLY 215 FEET, MORE OR LESS, ALONG THE EXISTING CITY LIMIT LINE TO THE SOUTHEAST CORNER OF LOT "A" IN STANDARD FEDERAL BANK REPLAT OF LOTS 1 AND 2 IN TOWER MINOR SUBDIVISION, RECORDED AUGUST 29, 1994 AS INSTRUMENT NUMBER 94-32933 IN THE OFFICE OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 160 FEET; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 102.3 FEET; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 80 FEET TO THE NORTHWEST CORNER OF SAID LOT; THENCE WEST ALONG THE NORTH LINE OF SAID LOT 143.6 FEET TO THE POINT OF BEGINNING. SECTION II. That the boundaries of the City of South Bend, Indiana, shall be and are hereby declared to be extended so as to include the real estate of the above described parcel as part of the City of South Bend, Indiana. SECTION III. Ordinance No. 9495-04, as amended which ordinance is commonly known as the Zoning Ordinance of the City of South Bend, Indiana, be and the same hereby is amended in order that the zoning classification of the above described real estate, with the exception of all adjacent right-of-ways, in the City of South Bend, St. Joseph County, Indiana be and the same is hereby established as CB COMMUNITY BUSINESS DISTRICT, provided, however, that the required established, and stated procedures for review of such zoning classification by the Area Plan Commission have been fully satisfied. SECTION IV. This Ordinance shall be in full force and effect 30 days from and after its passage by the Common Council, approval by the Mayor, and legal publication. Member of the Common Council Attest: City Clerk Presented by me to the Mayor of the City of South Bend, Indiana on the day of 2 at o'clock _ . m. City Clerk Approved and signed by me on the day of 2 at o'clock m. Filed in Clerk's Office Mayor, City of South Bend, Indiana MAR pg 2011 KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN PETITION FOR ANNEXATION AND ZONE MAP AMENDMENT City ofSouth Bend,Indiana I(we)the undersigned make application to the City of South Bend Common Council to amend the zoning ordinance as herein requested. Filed in Clerk's Office 1) The property sought to be rezoned is located at: 17330 State Road 23 South Bend, 1N 46635 MAR 0 8 2017 2) The property Tax Key Number(s)is/are: 002-2019-041102 KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN 3) Legal Descriptions: A PART OF THE SOUTHWEST QUARTER OF THE SOUT CA sJ QUARTER OF SECTION 29, TOWNSHIP 38 NORTH, RANGE 3 EAST,ST.JOSEPH COUNTY, INDIANA,DESCRIBED AS FOLLOWS: BEGINNING ATA POINT ON THE EAST LINE OF SAID QUARTER QUARTER 200 FEET NORTH OF THE SOUTHEAST CORNER OF SAID QUARTER QUARTER; THENCE NORTH ALONG SAID EAST LINE TO A POINT THAT IS 259 FEET SOUTH OF THE INTERSECTION OF THE CENTER LINE OF STATE ROAD 23 AND THE EAST LINE OF SAID QUARTER QUARTER; THENCE WEST PARALLEL TO THE SOUTH LINE OF SECTION 29 AND ALONG THE SOUTH LINE OFA PARCEL OF LAND CONVEYED TO JOHN LANDON HAHN AND CATHERINE IRENE HAHN,HUSBAND AND WIFE, BY DEED RECORDED IN DEED RECORD 774,PAGE 634, TO THE CENTER LINE OF STATE ROAD 23; THENCE SOUTHWESTERLY ALONG THE CENTER LINE OF STATE ROAD 23 TO ITS INTERSECTION WITH THE SOUTH LINE OF SAID SECTION 29; THENCE EAST ALONG SAID SOUTH LINE 350 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OFA PARCEL OF LAND CONVEYED TO WALTER L. RHODES AND SOPHIE A. RHODES,HUSBAND AND WIFE, BY DEED RECORDED IN DEED RECORD 645, PAGE 458; THENCE NORTH ALONG THE WEST LINE OF SAID RHODES PARCEL 200 FEET; THENCE EAST 300 FEET TO THE POINT OF BEGINNING. BEING ALSO KNOWN AS: "LOT A"IN STANDARD FEDERAL BANK REPLAT,A REPLAT OF LOT 1 AND 2 TOWER MINOR SUBDIVISION, IN CLAY TOWNSHIP, ST. JOSEPH COUNTY,INDIANA RECORDED AUGUST 29, 1994 AS INSTRUMENT NUMBER 94-32933. 4) Total Site Area: 0.92 Acre+1- 5) Name and address of property owner(s)of the petition site: Old National Bank(Attn:Doug Gregurich) PO Box 718 Evansville, IN 47705-0718 812) 465-0678 doug.gregurich@oldnational.com Name and address of additional property owners,if applicable: N/A 6) Name and address of contingent purchaser(s),if applicable: Star 001, Inc. 2754 Lincoln Way East Mishawaka, IN 465544 260-602-6655 ronvpatel@kan orgro up.com Name and address of additional property owners, if applicable: N/A 7) It is desired and requested that this property be rezoned: r ! LLD MAR 062017 From: C:Commercial District(County)N/A AREA PLAN commrssIoN To: CB Community Business DistrictL,Vt71.T2,'CAVis, 7 8) This rezoning is requested to allow the following use(s): Gas Station and Convenience Store IF VARIANCE(S)ARE BEING REQUESTED(if not, please skip to next section): 1)List each variance being requested. Contact Commission Staff ifyou need assistance. 2) A statement on how each of the following standards for the granting of variances is met: a) The approval will not be injurious to the public health,safety,morals and general welfare of the community: See attached. b) The use and value of the area adjacent to the property included in the variance will not be affected in a substantially adverse manner;and: See attached. c) The strict application of the terms of this Ordinance would result in practical difficulties in the use of the property: See attached. IF A SPECIAL EXCEPTION USE IS BEING REQUESTED,(if not,please skip to next section): 1) A detailed description and purpose of the Special Exception Use(s)being requested: N/A 2) A statement on how each of the following standards for the granting of a Special Exception Use is met: a) The proposed use will not be injurious to the public health,safety,comfort,community moral standards, convenience or general welfare: N/A b) The proposed use will not injure or adversely affect the use of the adjacent area or property values therein: N/A c) The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein;and: N/A d) The proposed use is compatible with the recommendations of the City of South Bend Comprehensive Plan.N/A In the case of a Special Exception Use,the petitioner shall be held to the representations made on the Preliminary Site Plan included with this petition. FILE CONTACT PERSON: Abonmarche Consultants, Inc. (Attn: Brian McMorrow) MAR 0 6 2017 750 Lincoln Way East South Bend, IN 46601 AREA PLAN COMMISSION 574) 314-1022 1 ':s PL AT;i• NO. 2-8l -1 l bmcmorrow@abonmarche.com BYBY SIGNING THIS PETITION,THE PETITIONERS/PROPERTY OWNERS OF THE ABOVE- DESCRIBED REAL ESTATE AUTHORIZE THAT THE CONTACT PERSON LISTED ABOVE MAY REPRESENT THIS PETITION BEFORE THE AREA PLAN COMMISSION AND COUNTY COUNCIL AND TO ANSWER ANY AND ALL QUESTIONS THEREON. Signaute(s)of all property owner(s 1 signature of Attorney for all property owner(s): it.frr--0, 6, ( i 1 g e' i 8 gE 5; il srgrrpogc23ilr i''..' g s C' i 414-1 r , , 7 S _ I, CO.e2j s iii% Betio I q& 4 71f JOSEPH COUNTY( Y .. /s>iS, QDS _ g D7 9' lcfF CITY OF SOUTH BEND IC- 1 Cbz .\` Qe HQ • I y 4•y i:j7f1 1 F 0,„,x L'. ' . i . 7—, Y c,-o8T1 K Po joy E233m a2 . rn m b IW L7 - CO I 0 H N KI 1 17 v P Z µ 9. a • € T` OLD NATIONAL BANK :IABONMARCH E c s VIE DEVELOPMENT PLAN PROPERTY S B IAF N Ia-aa ST.JOSEPH CO., INDIANA d ii`y Y t-') , may={,'*- 1 'o Qc. 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FAL t Ta a =_ o S 5'. 7 n° 0- " R STAR 002,LLC& IA ABONMARCHE CONCEPTUAL SITE LAYOUT PLAN BG WASH PARKS,LLC N '6 o m : ^ " s DOUGLAS ROAD @ SR 23 a SOUTH BEND,IN oW..en...a.. """"°'°^ 11onm,rrhe-October 02,2II8-3:24pm SCUTx 8 File in Cleo l(s Office w \ a E E OCT022018 PAC x x KAREEMAH FOWLER 1865 CITY CLERK, SOUTH REND,IN CITY OF SOUTH BEND COMMUNITY INVESTMENT October 2, 2018 Tim Scott, President South Bend Common Council 4th Floor, County-City Building RE: A Resolution of the Common Council of the City of South Bend, Indiana, Adopting a Written Fiscal Plan and Establishing a Policy for the Provision of Services to an Annexation Area in Clay Township (Old National Annexation Area) Dear President Scott: I am attaching for filing the above resolution, which is a companion to Bill No. 12-17. That bill proposes to voluntarily annex contiguous territory in Clay Township to the City of South Bend. This resolution provides for the Common Council's adoption of the written plan and policy concerning the provision of services, both capital and non-capital, to the territory to be annexed. This 1.9-acre annexation area contains one parcel at the northeast corner of State Road 23 and Douglas Road. All public improvements, if any, will be required to be done at the expense of the developer. I request that the attached resolution be placed on the agenda of the October 8, 2018, Common Council meeting at which the companion Bill is given Second Reading. I will be attending the meeting, as well as the Zoning & Annexation Committee hearing, as the presenter. If you have any questions, please feel free to contact me at 235- 5843. Thank you. Sincerely, Michael P. Divita, AICP Planner EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 227 W.Jefferson Bvld.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov BILL NO. 18-59 Filed in Clerk's Office BILL NO. 18-59 OCT Q 2 2018 RESOLUTION NO. KAREEMAV!FOWLER LERK,SOUTH BEAD, IN A RESOLUTION OF THE COMMON COUNCIL OF THE W- SOUTH BEND,INDIANA,ADOPTING A WRITTEN FISCAL PLAN AND ESTABLISHING A POLICY FOR THE PROVISION OF SERVICES TO AN ANNEXATION AREA IN CLAY TOWNSHIP OLD NATIONAL ANNEXATION AREA) WHEREAS,there has been submitted to the Common Council of the City of South Bend, Indiana,an Ordinance and a petition by all(100%)property owners which proposes the annexation of real estate located in Clay Township, St. Joseph County, Indiana, which is more particularly described at Section I of this Resolution; and WHEREAS, the territory proposed to be annexed encompasses approximately 1.9 acres of land containing one vacant commercial building formerly used as a bank,which is at least 12.5% contiguous to the current City limits, i.e., approximately 65.0% contiguous, generally located on the northeast corner of State Road 23 and Douglas Road. It is anticipated that the annexation area will be used for commercial purposes; and WHEREAS,this development will require a basic level of municipal public services of a non-capital improvement nature,including police and fire protection,street and road maintenance, street sweeping, flushing, snow removal, and sewage collection, as well as services of a capital improvement nature, including street and road construction, sidewalks, street lighting, a sanitary sewer system, a water distribution system, and a storm water system and drainage plan; and WHEREAS,the South Bend Common Council now desires to establish and adopt a fiscal plan and establish a definite policy showing: (1) the cost estimates of services of a non-capital nature,including police and fire protection,street and road maintenance,street sweeping,flushing, and snow removal,and sewage collection,and other non-capital services normally provided within the corporate boundaries; and services of a capital improvement nature including street and road construction, street lighting, a sanitary sewer extension, a water distribution system, and a storm water system to be furnished to the territory to be annexed (2) the method(s) of financing those services; (3) the plan for the organization and extension of those services; (4) that services of a non-capital nature will be provided to the annexed area within one (1)year after the effective date of the annexation, and that they will be provided in a manner equivalent in standard and scope to similar non-capital services provided to areas within the corporate boundaries of the City of South Bend, regardless of similar topography, patterns of land use, and population density; (5) that services of a capital improvement nature will be provided to the annexed area within three (3) years after the effective date of the annexation within the same manner as those services are provided to areas within the corporate boundaries of the City of South Bend regardless of similar topography, patterns of land use, or population density, and in a manner consistent with federal, state and local laws, procedures, and planning criteria; and (6) the plan for hiring the employees or other governmental entities whose jobs will be eliminated by the proposed annexation. NOW,THEREFORE,BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND,INDIANA,AS FOLLOWS: Section I. It is in the best interest of the City of South Bend and the area proposed to be annexed that the following described real property located in Clay Township, St. Joseph County, Indiana be annexed to the City of South Bend: That Part of the Southwest Quarter of Section 29, Township 38 North, Range 3 East, St. Joseph County, Indiana, being more particularly described as follows: Beginning at the Northwest Corner of Lot"A" in Standard Federal Bank Replat of Lots 1 and 2 in Tower Minor Subdivision, recorded August 29, 1994 as Instrument Number 94-32933 in the Office of the Recorder of St. Joseph County, Indiana; thence West along the existing City Limit Line 122' more or less to the West Right-of-Way Line of State Road 23, also being the East Line of Lot 2A of Foundation Center First Replat Subdivision; thence Southwesterly along the West Right-of-Way Line of State Road 23, 417 feet, more or less, to the South Right- of-Way Line of Douglas Road;thence East 120 feet, more or less,to the East Right-of-Way Line of State Road 23;thence North along the East Right-of-Way Line of State Road 23 to the existing City Limit;thence West 18 feet, more or less, and Northeasterly 127 feet, more or less, along the existing City Limit Line; thence Southeasterly 30 feet more or less, and Easterly 215 feet, more or less, along the existing City Limit Line to the Southeast Corner of Lot"A" in Standard Federal Bank Replat of Lots 1 and 2 in Tower Minor Subdivision,recorded August 29, 1994 as Instrument Number 94-32933 in the Office of the Recorder of St. Joseph County, Indiana;thence North along the East Line of said Lot 160 feet; thence East along the South Line of said Lot 102.3 feet; thence North along the East Line of said Lot 80 feet to the Northwest Corner of said Lot; thence West along the North Line of said Lot 143.6 feet to the Point of Beginning. Containing approximately 1.89 acres. Section II. It shall be and hereby is now declared and established that it is the policy of the City of South Bend, to furnish to said territory services of a non-capital nature, such as police and fire protection, street and road maintenance, street sweeping, flushing, and snow removal, within one (1) year of the effective date of the annexation in a manner equivalent in standard and scope to services furnished by the City to other areas of the City regardless of similar topography, patterns of land utilization, and population density; and to furnish to said territory, services of a capital improvement nature such as street and road construction, sidewalks, a street light system, a sanitary sewer system, a water distribution system, a storm water system and drainage plan, within three (3) years of the effective date of the annexation in the same manner as those services are provided to areas within the corporate boundaries of the City of South Bend regardless of similar topography,patterns of land use, or population density. Section III. The South Bend Common Council, shall and does hereby now establish and adopt the Fiscal Plan, attached hereto as Exhibit"A",and made a part hereof, for the furnishing of said services to the territory to be annexed, which provides, among other things, that the public sanitary sewer and water network is available with capacity sufficient to service this area with costs for lateral extensions and any improvements in sewer or water capacity to be paid for by the developer in compliance with state and local law; that no additional street lighting will be necessary; that no new roads or streets will be required; and that the developer will be responsible for extending the sidewalk along the north side of Douglas Road adjacent to the annexed parcel. Section IV. Site planning should employ Complete Streets principles; and sidewalks should be provided along public streets and be in compliance with the Americans with Disabilities Act (ADA)under the PROWAG standards. Section V. It is required as a condition of annexation that any future alterations to the property meet the City of South Bend's building and zoning requirements. Section VI. This Resolution shall be effective from and of the date of adoption by the Common Council. Tim Scott, Council President South Bend Common Council Exhibit "A" Filed in Clerk's Office OCT 0 2 2018 KAREEMAH FOWLER THE CITY OF SOUTH BEND CITY CLERK,SOUTH REND,IN FISCAL PLAN OLD NATIONAL ANNEXATION AREA Prepared by City of South Bend Department of Community Investment 227 W. Jefferson Blvd., Suite 1400S South Bend, IN 46601 October 2, 2017 Revised September 26, 2018 AL Old National Annexation Area 2 TABLE OF CONTENTS SECTION I.INTRODUCTION...............................................................................3 SECTION II. GENERAL DATA...............................................................................3 A. Location B. Legal Description C. Contiguity D. Size of Annexation Area E. Buildings & Land Use F. Zoning & Subdivisions G. Population H. Tax Rate & Impact I. Parcel Ownership & Assessments J. Municipal Legislative District K. Hiring Plan SECTION III. MUNICIPAL SERVICES....................................................................6 A. Public Works B. Police Department C. Fire Department & EMS D. Code Enforcement E. Environmental Services F. Administrative Services SECTION IV. LAND USE ANALYSIS & DEVELOPMENT CRITERIA.......................11 SECTION V. FISCAL IMPACT...............................................................................12 Fiscal Impact: TABLE 1 SECTION VI. APPROVAL.......................................................................................14 LegalDescription ......................................................................................................15 Map: MAP 1 ....................................................................................................16 Old National Annexation Area 3 SECTION I. INTRODUCTION This Fiscal Plan represents the City of South Bend's (hereinafter, "City") policy for the annexation of property in Clay Township, St. Joseph County, Indiana (hereinafter, "Annexation Area"), and was developed through the cooperative efforts of the Area Plan Commission and the following City Departments: Legal Department Department of Public Works South Bend Fire Department South Bend Police Department Department of Code Enforcement Department of Community Investment Department of Administration & Finance SECTION II. GENERAL DATA A. Location The Annexation Area is located at the northeast corner of State Road 23 and Douglas Road. See Map 1. B. Legal Description The Annexation Area is part of the Southwest Quarter of the Southeast Quarter of Section 29, Township 38 North, Range 3 East, in Clay Township, St. Joseph County, Indiana. For a complete legal description, see Page 15. C. Contiguity The Annexation Area is at least 1/8 (12.5%) contiguous to the current City limits: Contiguous 997.9 feet 65.0% Non-Contiguous 537.0 feet 35.0% Total 1,534.9 feet 100% D. Size of Annexation Area The Annexation Area is approximately 1.9 acres in area. Old National Annexation Area 4 E. Buildings & Land Use The Annexation Area contains one vacant commercial building, formerly used as a bank. A gas station and convenience store are proposed for the land. F. Zoning&Subdivisions The one property in the Annexation Area is currently zoned "C" Commercial District in St. Joseph County. With the annexation petition, the petitioner seeks to rezone the land to "CB" Community Business District in the City. The annexation parcel falls within the Standard Federal Bank Replat of Tower Minor Subdivision. G. Population No people currently reside in the Annexation Area. After development, no residents are proposed to live in the Annexation Area. H. Tax Rate & I m pact The tax rates used are those of 2017 payable 2018. The total tax rate for unincorporated Clay Township is 2.6111 per $100 of taxable real estate. The total tax rate for South Bend Clay Township is 5.9642 per $100 of taxable real estate. Per State law, the tax caps expressed as a percentage of the gross assessed value for different classifications of property are as follows, regardless of the property's location being within South Bend or unincorporated St. Joseph County: Property Type Cap Homestead Residential 1.0% Non-Homestead Residential 2.0% Agricultural 2.0% Other (Commercial) 3.0% For at least the four years after the effective date of the annexation, the expected tax rates, tax levies, expenditure levels, service levels, and annual debt service payments are estimated to be approximately the same as those in effect at the time of annexation for each of the political subdivisions to which the proposed annexation applies. Because of the relatively small size of the Annexation Area and its assessed value relative to the total size and tax base of the various political subdivisions, this annexation is expected, for at least four years after the effective date of this annexation, to have a negligible impact on the finances and tax revenues of South Bend and other political subdivisions to which the proposed annexation applies, on the political subdivisions in St. Joseph County not part of this annexation, and on taxpayers not part of this annexation. Old National Annexation Area 5 I. Parcel Ownership &Assessments Parcel Assessed Identification Address Parcel Owner Value Number Total) 02-2019-041102 17730 State Road 23 Star 002 LLC 286,100 Total Assessments Land: 140,200 Improvements:145,900 Total (Gross): 286,100 Total (Net): 286,100 Assessments are based on 2017 payable 2018 St. Joseph County property tax records. J. Municipal Legislative District The Annexation Area will be in the 4th District. K. Hiring Plan This annexation is not anticipated to result in the elimination of jobs for employees of any other governmental entities. The Clay Township Trustee has been notified of this proposed annexation. Old National Annexation Area 6 SECTION III. MUNICIPAL SERVICES A. Public Works Sewer - A 10"-diameter sanitary sewer line runs along the centerline of Douglas Road adjacent to the Annexation Area. This pipe continues west along Douglas Road and connects with a 10" main, also on Douglas Road, via a lift station. The line and the lift station have adequate capacity to serve the Annexation Area. An 8" stub extending northward from the Douglas Road sewer near the east end of the Annexation Area may be available to tie into the system. Development of the site requires City approval of a drainage plan that meets the City's requirement to store on site all runoff from developed areas. Water-The South Bend Water Works currently has a 10" water main near the centerline of Douglas Road and a 12" water main on the west side of State Road 23. Either water main will provide more than adequate capacity for the Annexation Area. Extensions of, or taps into sanitary sewer and water lines shall be governed by I.C. 36-9-22-2, I.C. 8-1.5-3 and 4, and the rules and regulations of the South Bend Water Works and Sewer Utility. The Annexation Area will be subject to system development charges for both water and sewer services. Street Lighting - Street lighting is provided along Douglas Road, including at its intersection with State Road 23. Should any additional lighting be necessary along State Road 23 at the western edge of the Annexation Area, street lighting on wood poles with overhead wiring can be provided through an ongoing contract with Indiana Michigan Power. If the developer wishes to construct and dedicate additional street lighting, especially of a decorative nature or with underground wiring, the City may accept it for maintenance and operation, supported by property tax revenue. Waivers of Annexation - No waivers of right to remonstrate against annexation are in effect for this area. Streets - No new public streets are proposed with this annexation. The portion of Douglas Road adjacent to the Annexation Area is already within the city limits. The annexation would add approximately 440 feet of State Road 23 to the City, but that street will continue to be maintained by the Indiana Department of Transportation. If any changes are made to the driveway location along Douglas Road, a City Curb Cut Application will be required. An INDOT permit would be required for any new driveway approaches to private property from State Road 23. The petitioner will be responsible for extending the sidewalk along the north side of Douglas Road adjacent to the parcel being annexed. Old National Annexation Area 7 2017 Actual Budget Report for the Department: Expenditures:15,907,094 Miles of Roadway in City: @502 Cost per Mile: @$31,687 New Mileage within Area: @0.00 miles (0 feet) Estimated Maintenance Cost for Annexation Area per year: @$0 Old National Annexation Area 8 B. Police Department The Annexation Area would be added to the existing Beat 11. Police patrols, traffic enforcement, and emergency responses will be part of the services the City will offer to this area. This proposed annexation would require officers to cover a relatively small additional area on this beat. At this time, it is not expected that this annexation would cause calls for service to increase significantly, and it is not anticipated that it will be necessary to increase police patrols beyond the existing beat patrol. The addition of this Annexation Area will not significantly increase response time within the beat. The cost for servicing the proposed area is not expected to impact the existing budget of the Police Department with any significance. The patrol costs would be assumed by the Police Department budget. However, this area, as well as all other areas of the City, will continually be monitored for level of service demands and other criteria that would necessitate additional resources through budgetary increases or possible shifting of existing resources, such as a beat restructure. Police services and response time in this area can be expected to be comparable with that as in all other areas of the City. Police coverage to this area could begin immediately upon annexation. Note: The cost of service for this Annexation Area is based on the number of parcels. Household information is provided for comparative purposes. 2017 Actual Budget Report for the Department: Expenditures (including pension cost): 40,727,982 Number of Households in City (2010): @39,760 Cost per Household: @$1,024 Number of Parcels in City (2017):@48,000 Cost per Parcel: @$848 Proposed Number of Households in Area: 0 Proposed Number of Parcels in Area: 1 Cost for Annexation Area per year: 848 (1 parcel x $848/ parcel) Old National Annexation Area 9 C. Fire Department& EMS Fire Response - The South Bend Fire Department provides a fully staffed, full-time fire department. The Annexation Area will be serviced primarily by Fire Station #3, located at 1805 McKinley Avenue, approximately 2.5 miles away. Additional Fire Department units would respond from Fire Station #9 at 2520 Mishawaka Avenue, which is approximately 3.5 miles away. The South Bend Fire Department does not foresee any unusual fire protection problems related to this annexation. Response times will be comparable to other areas of the City. No additional equipment will need to be purchased or personnel hired to service the Annexation Area. Fire coverage to this area could begin immediately upon annexation. Adequate water supply will be necessary as development takes place. Emergency Medical Response - The City will provide emergency medical response to the Annexation Area. This area will be serviced by Medic #3, which is at Fire Station #2, located at 402 Charles Martin Sr. Drive (approximately 4.1 miles away), and Medic #2, which is at Fire Station #1, located at 1222 S. Michigan Street (approximately 4.7 miles away). Response times will be comparable to other areas of the City. No additional equipment will need to be purchased or personnel hired to service the Annexation Area. Emergency medical services are supported by user fees and would be available upon annexation. Note: The cost of service for this Annexation Area is based on the number of parcels. Household information is provided for comparative purposes. 2017 Actual Budget Report for the Department: Expenditures (including pension cost): $36,856,829 Number of Households in City (2010): @39,760 Cost per Household:@$927 Number of Parcels in City (2017): @48,000 Cost per Parcel: @$768 Proposed Number of Households in Area: 0 Proposed Number of Parcels in Area: 1 Cost for Annexation Area per year: 768 (1 parcel x $768/ parcel) Old National Annexation Area 10 D. Code Enforcement The Annexation Area will be added to Area 4. The Department of Code Enforcement will be able to provide services to the Annexation Area with comparable response times. The Department will respond to calls for service upon the effective date of the annexation. Full and dedicated response will be in place within one year of the effective date of the annexation. 2017 Actual Budget Report for the Department: Expenditures: 5,971,063 Number of Parcels in City (2017): @48,000 Cost per Parcel: @$124 Proposed Number of Parcels in Area: 1 Cost for Annexation Area per year: 124 (1 parcel x $124/ parcel) E. Environmental Services Wastewater Treatment-Wastewater treatment services are supported by user fees and are paid through the Water Works billing system. Solid Waste - Larger scale commercial or industrial customers are generally not served by the Bureau of Solid Waste. However, the Bureau of Solid Waste is able to provide service to small commercial customers at $16.22 per month, or the prevailing rate at that time, for a 96-gallon container with service beginning on the effective date of the annexation. F. Administrative Services The City of South Bend provides a wide range of services other than those noted above, such as the Mayor's Office, the Legal Department, and Venues Parks & Arts. These services are available upon the effective date of the annexation. Full and dedicated response for non-capital services will be in place within one year of the effective date of the annexation. Costs for these services have not been calculated. The incorporation of the Annexation Area will not affect the provision of other services currently provided to this property on a countywide basis. The St. Joseph County Health Department, the St. Joseph County Public Library, the Area Plan Commission, and the St. Joseph County/South Bend Building Department are among the countywide agencies that will continue to provide the same type and level of services to the Annexation Area. Countywide services will continue to be supported by the County and Township taxes that will remain in effect. Old National Annexation Area 11 SECTION IV. LAND USE ANALYSIS & DEVELOPMENT CRITERIA This proposed annexation will add one commercial property to the City of South Bend. The petitioner proposes to redevelop the former bank building into a gas station and convenience store. The Annexation Area is presently zoned "C" Commercial District in unincorporated St. Joseph County. A day care center zoned "0" Office District in the City is located to the north. To the east is a vacant parcel zoned "CB" Community Business District in the City. To the south is a bank zoned "B" Business District in unincorporated St. Joseph County. To the southwest are a nursing home and another day care center, zoned "R-2" Multi-Family District and "R" Single Family District, respectively, in unincorporated St. Joseph County. To the west, across State Road 23, is the Foundation Center, a medical-oriented complex zoned "B" Business District in unincorporated St. Joseph County. The Annexation Area is located at the intersection of State Road 23 and Douglas Road, noted as a regional commercial node on the future land use map of City Plan, South Bend's comprehensive plan. A concentration of commercial and office uses is found near the intersection. Land uses generally taper in intensity to residential uses as one moves away from the intersection. The petitioner proposes to raze the vacant commercial building to construct a gas station with a convenience store. The preliminary site plan shows a store of approximately 3,310 square feet, pump islands with a canopy, and 20 parking spaces. The petitioner should give careful consideration to urban design and circulation elements as part of its site planning. The site design should orient the building and canopy to the public streets. The finishes of those structures and of any signage should be consistent with the quality of surrounding properties, most of which contain brick buildings. To maintain the area's relatively green appearance, landscaping should be provided at a level similar to the Foundation Center and other nearby properties. The site should be laid out to minimize conflicts among vehicles and pedestrians, both on site and at access points from the two busy streets that serve the parcel. Any improvements or future changes must meet the City's applicable building, zoning, and subdivision ordinances. Old National Annexation Area 12 SECTION V. FISCAL IMPACT 1) Essential city services can be made available to the residents (and territory) of the Annexation Area in a timely and comparable fashion per the requirements of State law and this fiscal plan. 2) The City is financially able to support city services to the territory sought to be annexed. 3) Required improvements made by the petitioner and/or owner of the parcel(s) must be made in accordance with the standards of the City of South Bend. 4) Required improvements made by the City will be completed within the time frames provided by State law and this fiscal plan. 5) All figures are estimates. Final cost of capital expenditures, if any, will not be determined until bids are publicly solicited, contracts are awarded, and projects are closed out. 6) Property tax revenue and land assessment estimates are based on a combination of 2017 payable 2018 tax information, assessments of comparable developments, estimates of units built, estimates of unit values and land assessments, and tax abatements or adjustments, if any. Tax rates are subject to change every year, and property tax revenues may be subject to tax caps. 7) Department expenditures and revenues are derived from the City of South Bend Budget. 8) The estimated costs to provide services, noted in Section III, Municipal Services, is a City- wide average based on a particular budget year. In the case of the proposed development in the Annexation Area, some of these services may not be required or possibly requested for many years. Hence, the cost of providing services over the first five years should be evaluated with this in mind. Old National Annexation Area 13 TABLE 1 Summary Table - Estimated Fiscal Impact Expenditures Capital Non-Capital Notes 5-Year Total Est.) Per Year (Est.) Street Construction 0 0 Connection at Sewer Extension 0 petitioner's 0 expense Connection at Water Extension 0 petitioner's 0 expense Street Lights 0 0 Street Maintenance 0 0 0 Police 0 848 4,240 Fire 0 768 3,840 Code 0 124 620 Approximate 5-Year Expenditures 8,700 Revenues Notes Total (Est.)5-Year Total Year 1 5,964 Year 2 5,964 Property Taxes Year 3 6,774 32,250 to City) Year 4 6,774 Year 5 6,774 MVH/LRSA Estimated at revenue 0 0 per mile of$22,520 Approximate 5-Year Revenues 32,250 Revenue estimate based on $286,100 net assessment and capped tax rate of 3% of 286,100 gross assessment in Years 1 and 2; and $325,000 net assessment and capped tax rate of 3% of$325,000 gross assessment, first taxable in Year 3. Old National Annexation Area 14 SECTION VI. APPROVAL Approved by the City of South Bend Common Council this day of 2018. Old National Annexation Area 15 LEGAL DESCRIPTION That Part of the Southwest Quarter of Section 29, Township 38 North, Range 3 East, St. Joseph County, Indiana, being more particularly described as follows: Beginning at the Northwest Corner of Lot "A" in Standard Federal Bank Replat of Lots 1 and 2 in Tower Minor Subdivision, recorded August 29, 1994 as Instrument Number 94-32933 in the Office of the Recorder of St. Joseph County, Indiana; thence West along the existing City Limit Line 122' more or less to the West Right-of-Way Line of State Road 23, also being the East Line of Lot 2A of Foundation Center First Replat Subdivision; thence Southwesterly along the West Right- of-Way Line of State Road 23, 417 feet, more or less, to the South Right-of-Way Line of Douglas Road; thence East 120 feet, more or less, to the East Right-of-Way Line of State Road 23; thence North along the East Right-of-Way Line of State Road 23 to the existing City Limit; thence West 18 feet, more or less, and Northeasterly 127 feet, more or less, along the existing City Limit Line; thence Southeasterly 30 feet more or less, and Easterly 215 feet, more or less, along the existing City Limit Line to the Southeast Corner of Lot "A" in Standard Federal Bank Replat of Lots 1 and 2 in Tower Minor Subdivision, recorded August 29, 1994 as Instrument Number 94-32933 in the Office of the Recorder of St. Joseph County, Indiana; thence North along the East Line of said Lot 160 feet; thence East along the South Line of said Lot 102.3 feet; thence North along the East Line of said Lot 80 feet to the Northwest Corner of said Lot; thence West along the North Line of said Lot 143.6 feet to the Point of Beginning. The Annexation Area contains approximately 1.89 acres. Old National Annexation Area 16 MAP 1 Old National Annexation Area 4c tig Douglas AElkins NORTH I 0 50 100 200 300 City of South Bend Old National Annexation Area Feet Prepared by City of South Bend Department of Community Investment March 9,2017 Filed in Clerk's Office 8 f- Axa OCT 17 2018 w un---„7'a A\ NPEACE' p x KAREEMAH FOWLER 1865` ” CITY CLERK, SOUTH BEND,IN CITY OF SOUTH BEND COMMUNITY INVESTMENT 11 JAMES MUELLER, EXECUTIVE DIRECTOR October 17,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 1 4th Floor, County City Building South Bend,IN 46601 RE: Real Property Tax Abatement Petition for: Nilkanth,LLC Dear Council Member Ferlic: Please find attached the Department of Community Investment's report on a real property tax abatement petition for the above-referenced petitioner. Also attached is a copy of the petition, Statement of Benefits form,and supporting information. The project calls for the new construction of Dairy Queen Grill&Chill,to be located at 4836 Western Ave, South Bend,IN. The report contains the Department's findings relative to the above petition. The total amount of private investment for the new building construction and land purchase is estimated at$1,660,661. The project meets the qualifications for a seven-year real property tax abatement.A representative from Nilkanth,LLC will be available to meet with the Committee on Monday,October 22"d,2018. 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 235-5838. Sincerely, 0,,,,,. .......„ Angelina Billo Business Development Manager DANIEL J.BUCKENMEYER ALKEYNA ALDRIDGE PAMELA MEYER TIM C:ORCORAN 1 BUSINESS DEVELOPMENT ENGAGEMENT&ECONOMIC EMPOWERMENT NEIGHBORHOOD DEVELOPMENT PLANNING&COMMUNITY RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION ! INCLUSION I EMPOWERMENT 1400S County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 46601 1 p 574.235.93711 www.southbendin.gov BILL NO. 18-65 BILL NO. 18-65 RESOLUTION NO. _______________ A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 4836 Western Ave, South Bend, Indiana 46619 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A SEVEN (7) YEAR REAL PROPERTY TAX ABATEMENT FOR Nilkanth, 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 4836 Western Ave, South Bend, Indiana described as follows: Lot 2 Western & Summit Drive Minor Subdivision: THAT PART OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 37 NORTH, RANGE 2 EAST, PORTAGE TOWNSHIP, CITY OF SOUTH BEND, ST. JOSEPH COUNTY, INDIANA WHICH IS DESCRIBED AS: BEING A PORTION OF LOT # 1 IN THE PLAT OF "WESTERN B.K. MINOR SUBDIVISION” AS RECORDED BY DOCUMENT NO. 1512416 IN THE RECORDS OF THE ST. JOSEPH COUNTY, INDIANA RECORDER'S OFFICE AND MORE PARTICULARLY DESCRIBED AS: BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF WESTERN AVENUE WHICH POINT IS SOUTH 89°56'49" WEST, A DISTANCE OF 60.00 FEET FROM THE NORTHWEST CORNER OF LOT # 2 IN SAID PLAT; THENCE SOUTH 00°37'39" EAST, A DISTANCE OF 25.00 FEET; THENCE NORTH 89°56'49" EAST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 00°37'39" EAST, A DISTANCE OF 150.00 FEET; THENCE SOUTH 89°56'49" WEST, A DISTANCE OF 245.07 FEET; THENCE NORTH 00°38'45" WEST, A DISTANCE OF 175.00 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF WESTERN AVENUE; THENCE NORTH 89°56'49" EAST ALONG SAID SOUTH LINE, A DISTANCE OF 225.14 FEET TO THE POINT OF BEGINNING. CONTAINING 0.97 ACRES MORE OR LESS. SUBJECT TO ALL LEGAL HIGHWAYS, EASEMENTS AND RESTRICTIONS OF RECORD and which has Key Number 018-4129-504422, and 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 three (3) 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 real property tax deduction for a period of seven (7) years as shown by the schedule outlined below as well as 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 seq. Year 1 - 100% Year 2 - 95% Year 3 - 90% Year 4 - 80% Year 5 - 70% Year 6 – 60% Year 7 – 50% 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. Tim Scott, Council President South Bend Common Council Filed in Clerk's Office BILL NO. 18-64 OCT 17 Z018 KAREEMAH FOWLER RESOLUTION NO. CIN CLERK,SOUTH BEND, IN A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 4836 Western Ave, South Bend, IN 46619 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 7) SEVEN-YEAR REAL PROPERTY TAX ABATEMENT FOR Nilkanth, LLC WHEREAS, a petition for real property tax abatement consideration has been filed with the City Clerk for consideration by the Common Council of the City of South Bend, Indiana, requesting that portions of the property located at 4836 Western Ave, South Bend, Indiana which is more particularly described as follows: Lot 2 Western& Summit Drive Minor Subdivision: THAT PART OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 37 NORTH, RANGE 2 EAST, PORTAGE TOWNSHIP, CITY OF SOUTH BEND, ST.JOSEPH COUNTY, INDIANA WHICH IS DESCRIBED AS: BEING A PORTION OF LOT # 1 IN THE PLAT OF "WESTERN B.K. MINOR SUBDIVISION" AS RECORDED BY DOCUMENT NO. 1512416 IN THE RECORDS OF THE ST. JOSEPH COUNTY, INDIANA RECORDER'S OFFICE AND MORE PARTICULARLY DESCRIBED AS: BEGINNING AT A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF WESTERN AVENUE WHICH POINT IS SOUTH 89°56'49"WEST,A DISTANCE OF 60.00 FEET FROM THE NORTHWEST CORNER OF LOT # 2 IN SAID PLAT; THENCE SOUTH 00°37'39" EAST, A DISTANCE OF 25.00 FEET;THENCE NORTH 89°56'49"EAST,A DISTANCE OF 20.00 FEET;THENCE SOUTH 00°37'39" EAST, A DISTANCE OF 150.00 FEET; THENCE SOUTH 89°56'49" WEST,A DISTANCE OF 245.07 FEET; THENCE NORTH 00°38'45" WEST,A DISTANCE OF 175.00 FEET TO THE SOUTH RIGHT- OF-WAY LINE OF WESTERN AVENUE;THENCE NORTH 89°56'49" EAST ALONG SAID SOUTH LINE,A DISTANCE OF 225.14 FEET TO THE POINT OF BEGINNING. CONTAINING 0.97 ACRES MORE OR LESS. SUBJECT TO ALL LEGAL HIGHWAYS, EASEMENTS AND RESTRICTIONS OF RECORD and which has Key Number 018-4129-504422, and be designated as an Economic Revitalization Area under the provisions of Indiana Code 6-1.1-12.1 et seq., and South Bend Municipal Code Sections 2-76 et seq., and; WHEREAS,the Department of Community Investment has concluded an investigation and prepared a report with information sufficient for the Common Council to determine that the area qualifies as an Economic Revitalization Area under Indiana Code 6-1.1-12.1, et seq., and South Bend Municipal Code Sections 2-76, et seq., and has further prepared maps and plats showing the boundaries and such other information regarding the area in question as required by law; and WHEREAS,the Community Investment Committee of the Common Council has reviewed said report and recommended to the Common Council that the area qualifies as an Economic Revitalization Area. 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 Petition for Real Property Tax Abatement and the Statement of Benefits form completed by the Petitioner meet the requirements of Indiana Code § 6-1.1-12.1 et seq., for tax abatement. SECTION II. The Common Council hereby determines and finds the following: A. That the description of the proposed redevelopment or rehabilitation meets the applicable standards for such development; B. That the estimate of the value of the redevelopment or rehabilitation is reasonable for projects of this nature; C. That the estimate of the number of individuals who will be employed or whose employment will be retained by the Petitioner can reasonably be expected to result from the proposed described redevelopment or rehabilitation; D. That the estimate of the annual salaries of those individuals who will be employed or whose employment will be retained by the Petitioner can be reasonably expected to result from the proposed redevelopment or rehabilitation; E. That the other benefits about which information was requested are benefits that can be reasonably expected to result from the proposed described redevelopment or rehabilitation; and F. That the totality of benefits is sufficient to justify the requested deduction, all of which satisfy the requirements of Indiana Code § 6-1.1-12.1-3. SECTION III. The Common Council hereby determines and finds that the proposed described redevelopment or rehabilitation can be reasonably expected to yield benefits identified in the Statement of Benefits, Sections 1 through 3 of the Petition for Real Property Tax Abatement Consideration and the Memorandum of Agreement between the Petitioner and the City of South Bend, and that the Statement of Benefits form completed by the petitioner, said form being prescribed by the State Board of Accounts, are sufficient to justify the deduction granted under Indiana Code § 6-1.1-12.1-3. SECTION IV. The Common Council hereby accepts the report and recommendation of the Community Investment Committee that the area herein described be designated as an Economic Revitalization Area and hereby adopts a Resolution designating this area as an Economic Revitalization Area for purposes of real property tax abatement. SECTION V. The designation as an Economic Revitalization Area shall be limited to three (3) calendar years from the date of the adoption of this Resolution by the Common Council. SECTION VI. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of(7) seven years as shown by the schedule outlined below as well as the attachment pursuant to Indiana Code 6-1.1-12.1-17. Year 1 - 100% Year 2 - 95% Year 3 - 90% Year 4 - 80% Years - 70% Year 6-60% Year?-50% SECTION VII. The Common Council directs the City Clerk to cause notice of the adoption of this Declaratory Resolution for Real Property Tax Abatement to be published pursuant to Indiana Code § 5-3-1 and Indiana Code § 6-1.1-12.1-2.5, said publication providing notice of the public hearing before the Common Council on the proposed confirming of said declaration. SECTION VIII. 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 Filed in Clerk's Office OCT 17 2018 KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN TAX ABATEMENT REPORT TO: South Bend Common Council FROM:Angelina Billo,Business Development Manager SUBJECT: REAL PROPERTY TAX ABATEMENT PETITION FOR: Nilkanth, LLC DATE: October 17, 2018 On Friday October 12th, 2018, a petition from Nilkanth, LLC was received and subsequently filed with the City Clerk for real property tax abatement consideration for property to be located at 4836 Western Ave, South Bend,IN. Pursuant to Chapter 2,Article 6, Section 2-84.2 of the Municipal Code of the City of South Bend, this petition was referred to the Department of Community Investment for purposes of investigation and preparation of a report determining whether the area qualifies as an Economic Revitalization Area pursuant to I.C.6-1.1-12.1 and whether all zoning requirements have been met. The Department of Community Investment has reviewed the petition (a copy of which is attached), investigated the area,and makes the following report. PROJECT SUMMARY D New construction of approximately 3,000 sq. ft. Dairy Queen Grill& Chill D The new restaurant will provide service to residents of Western Ave and surrounded area D Estimated taxes being paid during the seven-year abatement period—$61,270 D Estimated taxes being abated during the seven-year abatement period—$90,881 EMPLOYMENT IMPACT Per the petition, this project will create at least 20 permanent full-time jobs and 25 part-time jobs with a total estimated annual payroll of$741,000.The average hourly wage for new full-time jobs is$11.50. The company is planning to invest approximately$17,500 in employees' training. ABATEMENT QUALIFICATION 1. A review of the tax abatements previously granted, finds that the petitioner has not been granted or associated with any previous abatements. 2. The Area Plan Commission has reviewed the petition and finds the property to be properly zoned for the proposed project. 3. The Building Commissioner has reviewed the petition and finds no building permit has been issued. 4. A review of the South Bend Redevelopment designation areas finds that the property is located in the River West Development Area. 5. A review of the Tax Abatement Ordinance No.9394-03 finds that the petitioner meets the qualifications for a(7)seven-year real property tax abatement under section 2-76.4,Add-on Abatement. u N N O O) V V' a co O co CO o CO ONCO (O O) CO 10 CO CO O o (0 N N N- t` N NNo ry N(NO CNO V rn o) N N 0_ N v CO 0 Z n ICC Z io(O NONt N o NON mom 0 J ctaUJ O O O N O (`O N co co N n T N M to .,- co Z t. 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LTU AA i, Petition for Incentives MIT , 1 Petition must include a$250 filing fee payable to the City Clerk's Office or online via the City's website at rasa http://southbendin.gov/government/content/tax-abatement before processing can be complete General Information Project Name (Dairy Queen I Project Number Legal name as registered with Secretary of Nilkanth LLC. State Business structure Resturant Company website www.Dairyqueen.com Proposed Project Information Proposed project address 14836 Western Ave Parent company name City,State,Zip South Bend, IN 46619 Legal owner Nilkanth Properties LLC0 Site acreage or acreage required1 Acre Is the real estate owned or Owned leased Square feet of leased by whom N/A3000SquareFeet Primary Contact Information Primary company contact name Vandna Patel Title President Address of company contact 12422 State Road 23 Phone 574-327-9994 City,State,Zip Email Vandna@michianadq.comGranger, IN 46530 @ Senior Official Information a Company senior official name Vandna Patel Title President Address of company contact(if different from N/A Phone 574-327-9994 above) Email City,State,Zip IN/A N/A Consultant Information/Agent Hired business consultant/agent name IN/A Consultant release(Y/N) IN/A Address Local economic development partners IN/A N/A approval(Y/N City,State,Zip N/A Email 1N/A Project Overview Brief description of your company,project,and why the property is necessary for We are planning to build Dairy Queen Grill & Chill 3000, Square feet economic growth standing building with Drive thru that will provide service to resident of Western Ave and surrounded area. We will employ 45 Employees, which consist of 20 full time and 25 part time along with 4 full time management positions. We will build State of the art facility, which will draw people into the area. This will give opportunity to community and people in the area to walk to work and make a better living without transportation. Our vision is to create a place for family comes to celebrate, a place to be. Certified Technology Park appropriate N/A Is the project in a Tax Incremental Financing N/A TIF 1 area?If so,which? Number of residential units created by IN/ACertifythattheBuildingPermithasnotbeenN/A l issued IY/N1111 oraiect If this is a petition for personal property tax abatement,has IN/A the equipment been installed l Investment Details Public infrastructure needs(Off- Has any 504 funding been What is the value of any equipment beng purchased in What is the fe value of m out ff any stequipment psing? site of project in dollars) received? Indiana for the project? purchased 0 0 90,000.00 330,000.00 New Protect Investments Calendar Year 2016 2017 2018 2019 2020 2021 2022 2023 Land Acquisition 225,000 Building Lease Payments Q Building Purchase Costs 0 New Building Construction 905,661 Existing Building Improvements 0 New Machinery&Equipment 400,000 Special Tooling/Retooling 0 New Furniture/Fixtures 80,000 New Computer/IT Hardware 50,000 New Software 0 On-site Rail Infrastructure 0 On-site Fiber Infrastructure 0 TOTAL 16606qi Full-Time Permanent Indiana-Resident Positions by Calendar Year Calendar Year Jobs retained Total hourly Cumulative#of net NEW full time Hourly average wage,w/o Total training Total N to be wage w/o permanent jobs created at project benefits or bonuses,of expenditure- trained-not fringe or cumulative net new Jobs not cumulative bonuses cumulative 2016 2017 2018 20 11.50/hr $17,51+ 2020 2019 2020 20 11.50/HR 2021 2022 2023 2024 2025 2026 2027 Provide hourly wage information for new employees in the following positions. Full time Part time laborers 20 24 Technical 0 0 Managerial 4 1 Administrative 1 0 Who will be the individual responsible for coordinating with Iva ndna Patel WorkOne on recruiting? Does your company have an EEO hiring policy?fres I Are you an EEO employer? fres Please list the number of full time and part time minority and/or female employees for each of diversitylleae and ibe y our inclusion ommy m itment to enyour the last three years: outreach and recruitment efforts for the last Year three years as well as current policies. Full Time Part Time Full Time Part Time Full Time Part Time Black This will be a new Hispanic facility/new Asian development in the Indian area. Female Other Complete below for Real or Personal Property Tax Abatement only. Please sign for all requested incentives. Public Benefit Item: Information is required on both the construction companies and the companies which will provide materials purchased for this project. Qualify Earned Points Available Points Please complete the table below with the appropriate information. If (yes or No) you qualify for the points,please enter the full amount of available points. 1 Construction Related(Contractors): A. Employ Local Companies(75%)Yes 20 20 B. Purchase Materials from Local Companies(75%) Yes 20 20 C. Require Employees VS.independent Contractors Yes 19 19 D. Require Prevailing Wage(Davis Bacon) Yes 22 22 E. Require Health Benefits Yes 22 22 F. Require Pension Benefits Yes 18 18 G. Maintain Affirmative Action Plan Yes 20 20 Sub-total Construction Related: 141 141 2 Wage&Benefit Related(Owner): A. Pay Target Wage Levels Yes 33 33 B. Provide Health Benefits Yes 34 34 C. Provide Pension Benefits No 0 29 D. Provide Training Yes 28 28 E. Provide Child Care No 15 15 14 14 F. Provide Transportation Assistance Yes 0 9 G. Provide Employer Assisted Housing program No Sub-total Wage&Benefit Related: 124 162 3 Workforce Related: Yes 42 42 A. Create New Jobs 41 41 B. Retain Existing Jobs Yes C. Maintain Affirmative Action Plan Yes 35 35 Yes 34 34 D. Provide Targeted Hiring Preference 152 152 Sub-total Workforce Related: 4 Support a Municipal Facility: Support a SB Municipal Facility(donations to the Yes 84 I 84 A. Il zoo,conservatory,museum,etc.) Name of Facility Friends of Granger Path I Sub-total Municipal Facility:Yes 84 84 Sub-total from Above: 501 53S The undersigned owner(s)of real property,located within the City of South Bend,herby petition the Common Council of the CityofSouthBendforarealand/or personal property tax abatement consideration and pursuant to I.C.,6-1.1-12.1-1,et seq.,and South Bend Municipal Code Sec.2-76 et se . for this petition state the above. Submitted By: IVandna Patel j/ /4h / ate: 110/09/2018 1 For Staff Use Only Below This Line What is the current assessed value? Real Property: 4/7/4—Personal Property: Personal Property: What is the projected assessed value? Real Property: 7.2 Lp L7 OfffULyr What is the tax key number for this project? I 12/P 92 - 5 " ! What is the six digit NAICS code? 722_ 6-1( Please attach a Google map and street view of the location. Please list the amount of real and personal property taxes Real Property Taxes:Personal Property Taxes: paid for the last five years when applicable. Year One Year Two Year Three 1 1 Year Four Year Five Please fill out the following Public Benefit Summary Information and add to total from above. V or N) I Points I Points Public Benefit Item: Project Related: g 5 A. Redevelop a Site that has Special Needs 35B. Develop Based on Local University Research 36 C. Achieve a Physical Element of a Plan 3 L 120 ISub-total Project Related: 6 Super Size Projects(point values are cumulative): 25 A. 100%to 199% 68 13, 200%to 299% 65 C. 300%to 399% 52 D. 400%and Over 210 ISub-total Super Size Projects: 7 Pay for Municipal Infrastructure: 14 A. Pay for Oversizing or Upgrading 26 B. Pay for 26-50%of Extension Cost 39 C. Pay for 51-75%of Extension Cost 52 D. Pay for 76-100%of Extension Cost ISub-total Infrastructure Related:I 131 Total from Applicant Section: J 0( 539 461 Total from Staff Section: 1000 Total Public Benefit Points: I OCT 12 2018 i q, STATEMENT OF BENEFITS 20 PAY 20_ d Oi(... 'iz" REAL ESTATE IMPROVEMENTS I g ;.* FORM SB-1/Real Property State Form 51767(R6/10-14) d;e ° Prescribed by the Department of Local Government Finance PRIVACY NOTICE 1 Information concerning the cost 1 This statement Is being completed for real property thatqualifies under the following Indiana Code(check one box): Anyf the atand concerning salaries es D Redevelopment or rehabilitation of real estate improvements(IC 6-1.1-12.1-4)paid to indlviddual employees by the Property owner Is confidential per Residentially distressed area(IC 6-1.1-12.1-4.1) IC 6-1.1-12.1-5.1. INSTRUCTIONS:to the public hearing if the designating bo1. This statement must be submitted to the body designating the Economic Revitalization Area priordy requiresinformationfromtheapplicantInmakingitsdecisionaboutwhethertodesignateanEconomicRevitalizationArea. 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. i 2. The statement of benefits formmust be submitted to the designating body and the area designated an economic revitalization area before the initiation oftheredevelopmentorrehabilitationforwhichthepersondesirestoclaimadeduction.3. To obtain a deduction,a Form 322/RE must be filed with the County Auditor before May 10 in 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. A property owner who i failed to file a deduction application within the prescribed deadline may file an application between March 1 and May 10 of a subsequent year.4. A property owner who files for the deduction must provide the County Auditor and designating body with a Form CF-1/Real Property. The Form CF-1/RealPropertyshouldbeattachedtotheForm322/RE when the deduction is first claimed and then updated annually for each year the deduction is applicable. IC 6-1.1-12.1-5.1(b) is required to establish an abatement 5. e for each deduction For a lowd For Propertyormthat Is SB-1/Real Property that is approved prior to July 1provedafterJune30, 2013, the t,designating abatement schedule approved by the designating body remains in effect. IC 6-1.1-12.1-17 SECTION 1 TAXPAYER INFORMATION Name of taxpayer Nilkanth Properties LLC; Address of taxpayer(number and sheet,city,state,and ZIP code) 12422 State Road 23 Granger, IN 46530 E-mail address Name of contact person Telephone number Vandna Patel 574 )327-9994 vandna@michianadq.com i SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Resolution number Name of designating body Common CouncilDLGFtaxingdlsVictnumber Location of property County Estimated start date(month,day,year) pescriptlon of real property Improvements,redevelopment,or rehabilitation(use additional sheets If necessary) 7/1/2018 1 Dairy Queen Grill and Chill aprox 3000 Square feet building with drive Thru. Est1 s im te201edcomgetion date(month,day,year) 1 SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS RESULT OF PROPOSED PROJECTdditional Salaries 1 Current number Salaries Number retained Salaries 350i000.00 N/A N/A N/a 40 i N/A s SECTION 4 ESTIMATED TOTAL COST AND VALUE OF PROPOSED PROJECT f REAL ESTATE IMPROVEMENTS COSTI ASSESSED VALUE Current values s I0 1,660,661.00 Plus estimated values of proposed project Less values of any property being replaced 1 660 661.00 Net estimated values upon completion of project SECTION 5 WASTE CONVERTED AND OTHER BENEFITS PROMISED BY THE TAXPAYER• r Estimated solid waste converted(pounds) Estimated hazardous waste converted(pounds) I Other benefits si 1I 1i t1 1 t SECTION 6 TAXPAYER CERTIFICATION I hereby Certify that the representations inthis statement are true. Date signed(month,day,year) Signature of authorized representative\ 1 a 0/09/2018 Title 11 Printed name of authorized representative resident Vandna Patel Pagel of 2 FOKIJSf;OF itiE DESIGNATING.a3ODY ••• 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 time not to exceed calendar years*(see below). The date this designation expires is B. 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 Yes No C. The amount of the deduction applicable Is limited to$ D. Other limitations or conditions(specify) E. Number of years allowed: Year 1El Year 2 Year 3 0 Year 4 Year 5 (*see below) El YearYear 6 0 Year 7 0 Year a Year 9 Year 10 F. Fora statement of benefits approved after June 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-17? Yes O No If 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. pate signed(month,day,year) Approved(signature end title of authorized member of designating body) Telephone number Printed name of authorized member of designating body Name of designating body Attested by(signature and title of attester) Printed name of attester itation does limit e taxpayerIs entitled to receive ceives the time period deduction to a nuring which an area Is an economic revitalization area,that mber of years that is less than the number of years designated under IC 6-1.1-12.1-17. tlength of time a A. For residentially distressed areas where the Form SB-1/Real Property was approved prior to July 1,2013,the deductions established In IC6-1.1-12.1-4.1 remain In effect.The deduction period may not exceed five(5)years. For a Form SB-1/Real Property that Is approved after June 30,2013,the designating body Is required to establish an abatement schedule for each deduction allowed. The deduction period may not exceed ten 10)years. (See IC 6-1.1-12,1-17 below.'B. For the redevelopment or rehabilitation of real,property where the Form SB-1/Real Property was approved prior t4Ally 1,2013,the abatementscheduleapprovedbythedesignatingbodyremainsineffect.For a Form SB-1/Real Property that Is approved after June 30,2013,the designatingbodyIsrequiredtoestablishanabatementscheduleforeachdeductionallowed,(See IC 6-1.1-12.1-17 below.) IC 6-1.1-12.1-17 • Abatement schedulesSec.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 undersection4or4.5 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 Investmentb) Thls sub$ection applies to a statement of benefits approved after June 30,2013.A designating body shall establish an abatement scheduleforeachdeductionallowedunderthischapter. 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 Your location to Burger King - Google Maps Page 1 of 2 Go gle Maps Your location to Burger King Drive 3.5 miles, 14 min ir ceryls • fit, y - n1111 ` Plaza Styling •, y' g e . f r C;,yl3ank j d yir r:f, p I IYannsm 5ston i+ Sa mrt Apart s - i Slc M4 Burger KinN 9 And.Clutch JJI i y+ •-, x7 Sr,a r t Jar '` t ;r t I.. fj 3 i .t r l . Google Imagery©2018 Google,Map data©2018 Google 50 ft via W Western Ave 14 min Best route,despite the usual traffic 3.5 miles via W Sample St 13 min 4.5 miles 5:36 PM-6:05 PM 29 min X- 5a11o1 1,++.,•,A..,.,n.,/rnnrt1z' onm/mane/dir/41 671 RR48--86.2511104/Burger+King,+4852+W+We... 10/16/2018 Filed in Clerk's Office d OCT 1 7 2018 HAICE'' fWf'9 i L^Ai 1 FC/xYt.f"'1 5 CITY CI- REE , 7u' ,r iv J Irr t e- .. I CITY OF SOUTH BEND COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR October 17,2018 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Personal Property Tax Abatement Petition for: South Bend Ethanol,LLC Dear Council Member Ferlic: I Please find the attached information pertaining to a personal property tax abatement petition submitted by 1 South Bend Ethanol,LLC to purchase a new equipment for their ethanol facility located at 3201 W.Calvert Street, South Bend, IN 46613. South Bend Ethanol plant started production in 1984. After going through several owners and some turbulent economic times, Mercuria Investments US, Inc. purchased the ownership interest in the plant from Noble Americas Corporation in December 2017 through a distressedsale at a bargain purchase price. Immediately after closing on the acquisition, Mercuria announced that it was committed to complete the reconstruction South Bend Ethanol plant allowing the manufacturing capacity to increase from 65 million gallons per year to 100 million gallons per year.This petition package includes: Department of Community Investment's summary report Petition D Statement of Benefits form Supporting information The report contains the Department's findings relative to the above petition. The petitioner proposes to purchase new equipment with estimated cost of$29,700,000. The project meets the qualifications for a(5) five-year personal property tax abatement. A representative from South Bend Ethanol, LLC will be available to meet with the Committee on Monday,October 22, 2018. 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 235-5838. Sincerely, C6e— An elina Billo Business Development Manager DANIELJ.BUCKENMEYER ALKEYNA ALDRIDGE PAMELA MEYER TLMCORCORAN BUSINESS DEVELOPMENT ENGAGEMENT&ECONOMIC EMPOWERMENT NEIGHBORHOOD DEVELOPMENT PLANNING&COMMUNITY RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 46601 I p 574.235.9371 I www.southbendin.gov BILL NO. 18-67 Filed in Clerk's Office OCT 1 ./ 2016 BILL NO. 18-67 KAREEMAH FOWLER RESOLUTION NO. CITY CLERK,SOUTH BEND,IN A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3201 W Calvert Street, South Bend, Indiana 46613 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE (5) YEAR PERSONAL PROPERTY TAX ABATEMENT FOR South Bend Ethanol, 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 3201 W Calvert Street, South Bend, Indiana 46613 and which is more particularly described as follows: Business Personal Property and which has Key Numbers to be assigned, 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 personal 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 personal property tax deduction for a period of five (5) 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 seq. Year 1-100% Year 2- 90% Year 3- 80% Year 4- 70% Year 5- 60% 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. Tim Scott, Council President South Bend Common Council Filed in Clerk's Office OM 1 7 Z018 BILL NO. 18-66 KAREEMAH I=c"sWLz a CITY CLERK, SOUTH BEND IN RESOLUTION NO. A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3201 W Calvert Street, South Bend, Indiana 46613 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 5) FIVE-YEAR PERSONAL PROPERTY TAX ABATEMENT FOR South Bend Ethanol, LLC WHEREAS,a petition for personal property tax abatement consideration has been filed with the City Clerk for consideration by the Common Council of the City of South Bend, Indiana, requesting that the area commonly known as 3201 W Calvert Street, South Bend, Indiana 46613, and which is more particularly described as follows: Business Personal Property and which has Key Numbers to be assigned,be designated as an Economic Revitalization Area under the provisions of Indiana Code 6-1.1-12.1 et seq.,and South Bend Municipal Code Sections 2-76 et seq., and; WHEREAS,the Department of Community Investment has concluded an investigation and prepared a report with information sufficient for the Common Council to determine that the area qualifies as an Economic Revitalization Area under Indiana Code 6-1.1-12.1,et sed.,and South Bend Municipal Code Sections 2-76, et seq., and has further prepared maps and plats showing the boundaries and such other information regarding the area in question as required by law; and WHEREAS,the Community Investment Committee of the Common Council has reviewed said report and recommended to the Common Council that the area qualifies as an Economic Revitalization Area. 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 pursuant to Indiana Code 6-1.1- 12.1-4.5 et seq., that: a.The estimate of the cost of the new manufacturing equipment is reasonable for equipment of that type; b. That the estimate of the number of individuals that will be employed or whose employment will be retained by the Petitioner can reasonably be expected to result from the proposed installation of new manufacturing equipment; c.That the estimate of the annual salaries of those individuals that will be employed or whose employment will be retained by the Petitioner can be reasonably expected to result from the proposed installation of new manufacturing equipment; d. Any other benefits about which information was requested are benefits that can be reasonably expected to result from the proposed new manufacturing equipment;and e.The totality of benefits is sufficient to justify the deduction requested. SECTION II. The Common Council hereby determines and finds that the proposed new manufacturing equipment can be reasonably expected to yield the benefits identified in the Statement of Benefits as set forth in Sections 1 through 3 of the Petition for Personal Property Tax Abatement Consideration and that Statement of Benefits form completed by the petitioner, said form being prescribed by the State Board of Accounts, are sufficient to justify the deduction granted under Indiana Code 6-1.1-12.1-4.5. SECTION III. The Common Council hereby accepts the report and recommendation of the Department of Community Investment, and the Community Investment Committee's favorable recommendation,that the area herein described be designated as an Economic Revitalization Area for purposes of personal property tax abatement and hereby makes such a designation. SECTION IV. The Common Council determines that such designation is for personal property tax abatement only and shall be limited to two (2) calendar years from the date of the adoption of this Resolution by the Common Council. SECTION V. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of(5)five years as shown below pursuant to Indiana Code 6-1.1-12.1-17. Year 1-100% Year 2- 90% Year 3- 80% Year 4- 70% Year 5- 60% SECTION VI. The Common Council directs the City Clerk to cause notice of the adoption of this Declaratory Resolution for Personal Property Tax Abatement to be published pursuant to Indiana Code 5-3-1,said publication providing notice of the public hearing before the Common Council on 2 the proposed confirming of said declaration. SECTION VII. 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 3 Filed in Clerk's Office Cr 1 7 2018 KAREEMAI-1 FOWLER CITY CLERK, SOU-1 H BEND, IN TAX ABATEMENT REPORT TO: South Bend Common Council FROM:Angelina Billo,Business Development Manager SUBJECT: PERSONAL PROPERTY TAX ABATEMENT PETITION FOR: South Bend Ethanol,LLC DATE:October 17,2018 On Monday, September 24, 2018, a petition from South Bend Ethanol, LLC was received and subsequently filed with the City Clerk for personal property tax abatement consideration for property to be located at 3201 W Calvert Street, South Bend, IN 46613. Pursuant to Chapter 2,Article 6,Section 2-84.2 of the Municipal Code of the City of South Bend,this petition was referred to the Department of Community Investment for purposes of investigation and preparation of a report determining whether the area qualifies as an Economic Revitalization Area pursuant to I.C.6-1.1-12.1 and whether all zoning requirements have been met. The Department of Community Investment has reviewed the petition (a copy of which is attached), investigated the area,and makes the following report. PROJECT SUMMARY D. Estimated$29,700,400 purchase of new equipment for South Bend ethanol plant D Manufacturing capacity to be increased to 100 million gallons per year from 65 million gallons per year D The company will purchase additional 12.5 million bushels of corn in the local market place from local farmers D Estimated total taxes on the new equipment during the five (5) year abatement period—$2,343,330 D Estimated taxes being abated during the five(5)year abatement period—$482,870 D Estimated taxes to be paid during the five (5)year abatement period—$3,220,606 EMPLOYMENT IMPACT Per this petition,it is estimated that the company will: D Continue to employ sixty-six (66) permanent full-time jobs representing a total annual payroll of$4,294,865. The hourly average wage is$31.29. D Create five (5) new permanent, full-time jobs within two years with a total estimated annual payroll of$288,000. The estimated hourly average wage is $26. ABATEMENT QUALIFICATION 1. A review of the tax abatements previously granted, finds that the petitioner has been granted or associated with previous abatements. a. The personal property tax abatement was granted in April 2014, a confirming resolution#4340-14. 2. The Area Plan Commission has reviewed the petition and finds the property to be properly zoned for the proposed project. 3. A review of the South Bend Redevelopment designation areas finds that the property is located in the River West Development Area. 4. A review of the Tax Abatement Ordinance No. 9394-03 finds that the petitioner meets the qualifications for a(5)five-year real property tax abatement under section 2-84.2,Tangible Personal Property Tax Abatement. O ,'.&", Lc' NOOOO o Oco) OOO 0o'. 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N € vim c U m U a) (D ca f0 CO ' a Zr) x IA X Y CO Cl) Y O 'OUtol6w p N > N f-' C CO Ca U m 43) N m cn d a) a) N E Q m C 'Xm'' CDCD ~ Y 7 •_ 30 w 7 m (D '- N as 2 $ z FN 2_ Z p5Ui0 m E Q C Q Q E U) U = L y 3 W of y U)) O W I 3 0tJ Q 0J U ML 1i 1 I r City of South Bend e5a Petition for Incentives r ,'. ; petition must include a$250 filing fee payable to the City Clerk's Office or online via the City's website of 14"6-3-::. httAWsouthbendin.goe/govemmenticontent/tax-obaternen ss-- httAWsouthbendln,0ov/0avemment/content/tax-abatement before processing can he complete General Information SBE-2018 Project Name 65MM to 100M SPY Project Number 1 Legal oathucsreglOoted with Secnetsry if South Bend Ethanol LLC State uuusInessstructure Single Member LLC company website www.soulhbendethanoi.com Proposed Project Information Proposed project address3201 W Calvert Street parent company name Mercuria Investments US Inc City,State,2lp South Bend IN 46613 Legal owner South Bend Ethanol LLC Site acreage or acreage required letho reit ertotC owned or Owned63acresdeaswt Squorn rent of facilityIf leased by whom63acres Primary Contact Information Prlmary pampa nycontact nameRobert Winks 11110 Controller Ark/mu atcompany conhcl3201 W Calvert Street Phone 574.703-3359 city,State,zrpSouth Bend IN 46613 Emell roberiwinks@southbendethanoi.com Senior Official Information Company senior official name Boris Byetrov Tide Vice President Address of c ,penyeonwa(Itdlfterencrom 33 Benedict Place-1st Floor Phone 203-413-3378 above) Email city,state,zlp Greenwich CT 06830 hbystrov@ntercurla.com Consultant Information/Agent lilted businesscansuttanlfageot name Consultant release(YMN) i Address lural economicdevelopment partners ePpiovcl(Y/N) city,State,ilp Ewell ks Project Overview eriiftlesaiptlon otyour See Attachment A company,project,and why the I propeylsnecessaryfor Filed in Clerk's Office a`trTnomic flrowtlr 1 SEP242018 KAREEMAH I'OWLER CITY CLERK,SOL TH BENZ],IN Certified Technology Park appropriate No Is the protect InaToxIncremental Financing River West DA rrIPterea?II so.which? co-try eiet lho Building Permit hes not been tfurdber of residential units created by N/A issued PamNo orotnet If this lea petition for personal property tot abatement,hes No the equipment keen Idled Investment Details public tnfrn,froclunc needs(Off. Hes any 509 funding been What ts the value eofany qip entlgpurchasedIn Whet tIsthe value Oliedfromoutofyeeuip enttbathe e7 e site of project In dollars) received?teup 1ebRp 0 0 16,354,636 13,645,164 New Prolect.lnvestntents Calendar Year 2018 2019 2020 2021 2022 2023 2021 2025 Lend Acqulsltlon Building Lease Payments Building Purdmse Costs New Building Constar Iden Existing Oullding Improvements k New Machinery&Equipment 16,204,830 13,495,184 Special Tooling/notooling New Fumilure/Fixtures New Computer/Ir Harslwa re I( Now software On-slla Rall Inrnstruclure On-site fiber Infrastructure 150,000 150,000 TOTAL 10,354,000 13,646,184 Full-Time Permanent Indiana-Resident Positions by Calendar Year Calendar Year Jabs retained Total hourly Cumulative 6 of net!EW full time Hourly mom wage,w/o Total training Total N to be wage win permanent lets aeated et project benefits or tuunur ,of expenditure- trained-not fringe or cumulative net new lobs nat cumulative bonusas cumulative 2018 66 31.29 2015 5 26 20,000 4 2020 2021 2022 2823 0024 2025 2026 2025 2028 2025 Provide hourly wage Information for new employees in the following positions. Full time Fart time Laborers 4 Technical 0 Managerlal 0 Administrative 1 o •o t o n.v.ua respon1•a •rcoor•na new Karl Porter-EMS HR Wo1sOno on remrona7 J Does your company have en EEO hiring pdncY7( YES I j Are youanEEO empfoF*ei7 1YES Please list the number of full time and part time Minority and/or female employees for each of diversity Please de d inclusioneyour commitmby entg to the last three years;outreach and recruitment efforts for the last Year 2Q15 2016 _ 2017 three yearseswenascurrentpondess- FullTimee I Barri-he Full Tl,md Part Time Full Thlte 1 Part"Elate 11 MO, 4 0 4 0 5 0 Advertise and recruit from all Hispanicavailable avenues to attract 6 0 3 .__ 0 2 0 talent and encourage diversity Aslan 0 0 0 0 0 0 and Inclusion Indian 0 0 1 0 1 0 Female 3 0 5 0 6 0 Mar 0 0 1 0 2 0 Complete below for Real or Personal Property Tax Abatement only. Please sign for all requested incentives. Public f3eneflt Item: Information Is required on both the construction companies and the companies which will provide materials purchased for this project. quality Please contplete the table below with the appropriate Information. If ( Yes or No) l;Med Points 41/pliable Points you qualify(or the points,please enter the full amount of available points. 1 Cpnstrpctloa Relpted(Contractors): A. Employ Local Companies(75%) Yea 20 20 B. Purchase Materials from Local Companies(75%) Yes 20 20 C. Require Employees vs.Independent Contractors Yes 19 19 D. Require Prevailing Wage(Davis Bacon) No 0 22 E. Require Health Benefits Yes 22 22 F. Require Pension Benefits Yes 18 18 G. Maintain Affirmative Action Plan No 0 20 Sub•total Construction Related: 99 141 2 Wags&BannlltRelated(owner): i A. Pay Target Wage levels Yes 33 33 B. Provide Health Benefits Yes 34 34 G Provide Pension Benefits Yes 29 29 D. Provide Training Yes 28 28 E, Provide Child Care No 0 15 F. Provide Transportation Assistance No 0 14 G. Provide Employer Assisted Housing program No 0 9 Sub-total Wago&Bandit Rotated: 124 162 3 worldorsc Rolattd: A. Create New Jobs Yes 42 42 B. Retain Existing Jobs Yes 41 41 C. Maintain Affirmative Action Plan No 0 35 D. Provide Targeted Hiring Preference Yes 34 34 Sub-total Workforce Belated: 117 152 4 Sueenrt o Municipal FaciflIvi Support a SB Municipal Facility(donations to the Yes 84 1l1A. zoo,conservatory,museum,etc.) 84 Name of Facility South Bend City Parks Department I ISub-total Municipal Facility: 84 84 II sub-total from Above: 424 539 The undersigned owner(s)of real property,located within the City of South Bend,herby petition the Common Council of the Gty of South Bend fora real and/or personal property tan abatement consideration and pursuant to I.C.,C-1.1-12,1-1,et seq.,and South Bend Mynlfrpa!Co e"5.2-76 et seq.,for this petition state the above. Ir Submitted I3 T Date: I August 1,2018 i 1 For Staff Use Only Below This Line What is thecmrrento"ss`essedvalue7 Real Property: 13Ot ParsonalProperly:J6/YJ ,o 8°. What Is the projected assessed value? flea'Properly: Personal Property:f1 (J O 0ot2 Whoththotax key number for thlsproject? 7-XJ 1) 77 0 6 t/ What's the clxdlgltNAILS code? 32—37 93 Please attach a Google mop and siredview of the'cation. 7 Please list the amount areal end personal property taxes Peal PropertyTaxes;Personal Property Taxes: paid for thelast five years when app!Imble. y p ( Q/.- 20/7//C Year Ono 63/O.y/.2, 7 / / v / q,0765 / y *lir Two 671 tl2f 77 '`- D-p O"/ ((, 6 Year Three 70 60/ 5 ` -1cfc 2o/r'(//Yeariour t ( 269.5— l/U 7 d ------- 204 /u Yearfvo p/ 6 o- Please fill out the following Public Benefit Summary Information and add to total from above, IYorNI Points Points public Benefit Item: Protect ffeletedt 5 A, Redevelop a Site that has Special Needs 49 D. Develop Based on Local University Research 35 C, Achieve a Physical Element ore Plan Subtotal Project Related: 124) 6 Super Stu projects(point values are cumuiativol; A. 100%to 19956 25 0. 200%to 299% 68 C, 300%to 399% 65 D. 400%and over 52 Subtotal Super She Projects: 210 7 Pay for MUnIclnfl Infrastructure: A. Pay for Overslting or Upgrading 14 B. Pay for 25-50%of Extension Cost 26 C, Pay for 5l-75%of Extension Cost 39 D. Pay for 76-100%of Extension Cost 52 Sub-total Infrastructure Related: 131 Total from Applicant Section: 539 Total from Staff Section: 461 I` Total Public 0enellt Points: 1000 Fiioci in Clerk's Office SEP 2 4 2010I STATEMENT OF BENEFITS FORM 513-7 I PPe, PERSONAL PROPERTY I f Rif'IRiiAI 1 f-OWLER l I.i ! State Form 51764(R4111.16) 1 (:I•I 'r CLERK,SOUTH BEND,IN LPrescribed by Iho Department of Local Government Finance-- •---•---^—_._.._.-PRIVACY NOTICE Any Information concerning the cost or the property end specific salaries paid to Indluldual employees by Iho property owner Is confidential per IC 6-1.1-12.1-.S.1. INSTRUCTIONS 1. This statement must be submitted to the body deslgneting the Economic Revitalization Area prior to the public hearing If the designating body requiresInformationfromtheapplicantInmaltingItsdecisionaboutwhethertodesignateenEconomicRevitalizationArea. Othenvise this statement must be submitted to the designating body BEFORE a person Installs the new manufacturing equipment and/or research and development equipment,and/or logistical distribution equipment and/or information technology equipment for which the person wishes to claim a deduction. 2. The statement of benefits form must be submitted to iho designating body and the area designated en economic revitalization erca before the installation of qualifying abatable equipment for which the person desires to claim a deduction. 3. To obtain a deduction,a person must file a certified deduction schedule with the person's personal property return on a certified deduction schedule Form 103-ERA)with the township assessor of the township where the property Is situated or with the county assessor If there Is no township assessor for the township. The 103-ERA must bo filed between January 1 end May 15 of the assessment year in which new manufacturing equipmentand/or research and development equipment and/or logistical distribution equipment and/or Information technology equipment Is Installed and fully functional,unless a filing extension has been obtained. A person who obtains a filing extension must file the four between January 1 and the extended due date of that year. 4. Property owners whose Statement of Benefits was approved,must submit Form CF-1/PP annually to show compliance with the Statement of Benefits. IC 6-1,1-12.1-5.6) 5. Fora Form SEI-1/PP that Is approved alter June 30,2013,the designating body is required to establish an abatement schedule for each deduction allowed. Fore Font S9-1/PP that Is approved prior to July 1,2013,the abatement schedule approved by the designating body remains in effect. (IC 6-1.1-12.1-17) SECTION 1 TAXPAYER INFORMATION i Nome of taxpayer Name of contact person I South Bend Ethanol LLC Robert Winks Address of taxpayer(numberand street,dhi slate,and ZIP cola) Telephone number 3201 W Calvert Street,South Bend,IN 46613 574 ) 703-3360 SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Name of deefpnattno body Resolution number(s) South Bend City Common Council Locallon of properly County OLGF taxing disidct number 3201 W Calvert Street,South Bend,IN 46613 Saint Joseph 7126032 Description of manufacturing equipment and/or research end development equipment ESTIMATED and/or Loggistical distribution equipment and/or Information technology equipment.START DATE COMPLETION DATE i Use adUlllonal shoats If necessary.) 2-Boilers, 12-Fermentation Tanks,2-Centrifuges,Trlcanler,Dryer,Manufacturing Equipment 08/01/2018 12/31/2019 Beerwell,Heat Exchangers and miscellaneous equipment R&D Equipment Logist Dist Equipment IT Equipment 10/01/2018 12/31/2019 SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS RESULT OF PROPOSED PROJECT i Current number Salaries Number retained Salaries Numberoddlldonal Salaries t 66 4,294,865 66 4,294,865 5 288,000 SECTION 4 ESTIMATED TOTAL COST AK)VALUE OF PROPOSED PROJECT MANUFACTURING LOGIST DIST NOTE:Pursuant to IC 6-1.1-12.1-5.1(1)(2)the R&D EgUIPMENI' EQUIPMENT IT EQUIPMENT r EQUIPMENT COST of the property Is confidential. COST ASSESSED COST ASSESSED COST ASSESSED COST ASVALUESESSED I VALUE VALUE VALUE r t. 138345/4 553/152 121400 65832 Current values Plus estimated values of proposed project 29700000 11680000 300000 120000 Less Values of any property being replaced 861)401 344161 Net estimated values u.on corn 421400 175832 Iel(on of,ro act 42674173 17072991 9ECTIO.N S WASTE COIWER:WDAAND OTMER OBITS rim/meow'NIE'E°x PAYER- None None Estimated solid waste converted(pounds)Esllmated hazardous waste converted(pounds) r Other banoflls: t S SJILQN 6: TAX.AAYER c`e iTIFIC TIQN . . I hereby ce . 'the repres Ifs In this statement are true. 1 Siunalu • cod repre;yrf Delo stoned(month,day,year) IAugust1,2018 I dn}•d some of aulhodg d representative Tit', Boris Bystrov Vice President Pagel oft ilii; I i We have reviewed our prior actions relating to the designation of this economic revitalization area and find that the applicant meets the general standards adopted in the resolution previously approved by this body. Said resolution,passed under IC 61.1-12.1-2.6,provides for the following limitations as i! 1 authorized under IC 6-1.1-12.1-2. A,The designated area has bean limited to a period of lime not to exceed calendar years"(see below). The dale this designation expires is NOTA This question addresses whetherthe resolution contains en expiration date for the designated area. B.The type of deduction that Is allowed In the designated area Is limited to: 1.installation of new manufacturing equipment; El Yes AbatementNa Enhanced per IC 6-1.1.72.1•i8 2,installation of new research and development equipment; Yes N a Checkanbox II an enhanced per abatement was 3.Installation of new logistical distdbutlon equipment.Yes No approved!or one armors of these types. 4,installation of new Information technology equipment; Yes No C-The amount of deduction applicable to new manufacturing equipment is limited to$ cost with an assessed value of One or bath lines maybe filled out to establish a limit,if desired.) D.The amount of deduction applicable to new research and development equipment 1s limited to$ cost with an assessed value of one or both lines maybe filled out to establish a limit If desired.) E.The amount of deduction appiicable to new logisticaidlstdbutton equipment is limited to$ cost with an assessed value of One orboth lines maybe filled out fo establish a limit,lfdesired.) F. The amount of deduction applicable to new information technology equipment is limited to$ coat with an assessed value of One or both lines maybe filled out to establish a limit,If desired.) G.Other limitations or conditions(speolfy) H.The deduction for new manufacturing equipment andior new research and development equipment and/or new logistical distribution equipment and/or new Information technology equipment installed and first claimed eligible for deduction Is allowed for: Enhanced Abatement per IC 6-1.1-12.1-1 a 0 Year 1 Q Year 2 0 Year 3 El Year 4 Year 0 Number of years approved: El Year 6 El Year 7 El Year 8 Year 9 Year 10 tater to nty twenty() CB years;may not 1. For a Statement of Benefits eppmved anerJune 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-177 [(Yes El No If yes,attache copy of the ebatementscheduie to this form. If no,the designating body Is required to establish an abatement schedule before the deduction can be determined: Aieo we have reviewed the Information contained in the statement of benefits end find that the estimates and expectations are reasonable and havedeterminedthatthetotalityofbenefitsissufficienttoJustifythedeductiondaaoribedabove, Approved by:(signature end Ma oreulholzedmemberofdeal:mating body) Telephone number Date signed(month,day,year) p s Printed name or authorized member of designating body Name ordosignaling body Attested by:(signature and Nile of attester)Printed name of attester If the designating body fimils the time period during which an area is an economic revitalization area,that limitation does not Ilmlt the length of lime ataxpayerIsentitledtoreceiveadeductiontoanumberofyearsthatislessthanthenumberofyearsdesignatedunderIC6.1.1-12.1-17. r F IC 64.142,4-17 Abatement schedulesSec.17.(a)Adestgnaling body may provide to a business that la established in er 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 end personal property, 2)The number of new full-lime equivalent Jobs created. 3)The average wage of the new employees compared to the state minimum wage. 4)Tho infrastructure requirements for the taxpayer's Investmentb)This subsectionapplies to a statement of benefits approved after June 30,2013.AdesignalIng body shall establish an abatement schedule for each deductionallowedunderthischapter.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 1 4 Filoca ii Clerk's Oif ico 2 South Bend Ethanol LLCSEI' 1a 3201 West Calvert Street iN:(Eff:f1'i!;f-i 136Wi_En South Bend,IN 46613-1010 CITY CL FHK,SOUJ T I MEND,IN Phone: 574-703-3360 SOUTH BEND ETHANOL Fax: 574-703-3376 Website: www.southbendethanol.com PROJECT OVERVIEW Brief Description of your company,project and why the property is necessary for economic growth The South Bend Ethanol plant started production in 1984. After going through several owners and some turbulent economic times, Mercuria Investments US, Inc. purchased the ownership interest in the plant from Noble Americas Corporation in December 2017 through a distressed sale at a bargain purchase price. Immediately after closing on the acquisition, Mercuria announced that it was committed to complete the reconstruction South Bend Ethanol (SBE) plant allowing the manufacturing capacity to increase from 65 million gallons per year to 100 million gallons per year. Mercuria Is a privately held company building a solid balance sheet and substantial equity in less than 20 years. The economic impact to the local area from the additional 35 million gallons of ethanol will provide at least$140 MM of direct local economic benefit annually through incremental product sales and input purchases. Ethanol is an additive to gasoline. The increased ethanol throughput will allow SBE to meet all of the end customers' demand within a 50-mile geographic radius from the plant. Also, by-products, like Dried Distillers Grains (DDG), could then be loaded into containers for export to foreign markets reversing our current process of transporting DDG to Illinois for loading in containers for export from there. Of course, the increased volume will require additional corn purchases In the local market. We will purchase an additional 12.5 million bushels of corn in the local market place allowing corn grown here to be used here and allowing farmers to have a more competitive marketplace for selling corn.Also,local vendors will benefit by more chemical,electric,gas and other variable manufacturing purchases. City utility usage is anticipated to increase. This project will definitely benefit the local economy. Nnurv••ry\ 0 --:-11. c% 1316 COUNTY-CITY BUILDING t s PHONE 574/235-9251 PEACE V Z"227 W.JEFFERSON BOULEVARD FAX 574/235-9171 SOUTH REND.INDIANA 46601-1830 0 T.17 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR BOARD OF PUBLIC WORK Filed in Clerk's Office October 9, 2018 OCTL810 Mike Danch KAREEMAH FOWLER Danch, Harner and Associates CITY CLERK,SOUTH BEND,IN 1643 Commerce Drive South Bend, IN 46628 RE: Alley Vacation— First East/West Alley from Lawrence Street to North/South Alley between Corby Street and Howard Street(Preliminary Review) Dear Mr. Danch: The Board of Public Works, at its October 9, 2018, meeting, reviewed comments by the Engineering Division,Area Plan Commission, Community Investment, Fire Department and Street Department regarding the above alley vacation request. Per Indiana Code 36-7-3-13, the vacation met all requirements and was given a favorable recommendation from the Board of Public Works. Please contact Donna Hanson at (574) 235-9254 prior to picking up your radius map. You will need a radius map showing properties within 150' of the proposed vacation for your petition to the Common Council. Once you pick up the radius map, proceed to the City Clerk's office for your alley vacation packet. Sincerely, Linda M. Martin, Clerk Enclosure GARY A.GILOT SUZANNA M.FRITZBERG ELIZABETH A.MARADIK JAMES A.MUELLER THERESE J.DORAU BILL NO. 57-18 Filed in Clerk's Office OCT 18 2018 0/01KAREEfvIkN FOWLER Danch, Harner & Associates, I TY CLERK,SOUTH BEND,IN Michael J. Danch, L.A.,ASLA Land Surveyors•Professional Engineers Ron Harner, P.S.Landscape Architects•Land Planners Board of Public Works September 4, 2018 City of South Bend 13'1' Floor County-City Building South Bend, Indiana 46601 RE: Alley Vacation - First East/West Alley lying West of Lawrence Street and North of Corby Street, running West 158 feet+/- in length and terminating at an existing North/South Alley, all in, South Bend, Indiana, Dear Board Members: On behalf of our clients we are requesting an Alley Vacation for the First East/West Alley lying West of Lawrence Street and North of Corby Boulevard, running West 158 feet+/- in length and terminating at an existing North/South Alley, all in South Bend, Indiana. The reason for this request is to allow for the properties located on either side of the proposed alley to be enlarged and to close a public right-of-way which allows for vehicles using the alley to come within a few feet of the two existing adjacent homes.The existing North/South Alley will still allow more than enough access to the adjacent public streets. The Petitioners desire to increase the safety in the use of their properties through the proposed vacation. Closure of this portion of the existing East-West alley will not be detrimental to any surrounding property as the petitioners own all adjacent real estate on either side of the proposed vacated alley. If you have any questions concerning this matter,please feel free to give me a call at 574-234-4003. Sincerely, Rzekal J. tJ. Diva Michael J. Danch- President Danch, Harper&Associates, Inc. File No. 180202 1643 Commerce Drive•South Bend,IN 46628 208 West Mars•Berrien Springs,MI 49103 Office:(574)234-4003/(800)594-4003•Fax: (574)234-4119 Office:(269)471-3010•Fax:(269)471-7237 Filed in Clerk's Office OCT. 18 2018 BILL NO. 57-18 KAREN MAH FOWLER ORDINANCE NO. CITY CLERK,SOUTH BEND,IN AN ORDINANCE TO VACATE THE FOLLOWING DESCRIBED PROPERTIES: FIRST EAST/WEST ALLEY LYING WEST OF LAWRENCE STREET AND NORTH OF CORBY BOULEVARD, RUNNING WEST 158 FEET +/- IN LENGTH AND TERMINATING AT AN EXISTING NORTH/SOUTH ALLEY, ALL IN SOUTH BEND,INDIANA, STATEMENT OF PURPOSE AND INTENT Pursuant to Indiana Code Section 36-7-3-12, the Common Council is charged with the authority to hear all petitions to vacate public ways or public places within the City. The following Ordinance vacates the above described public property. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, as follows: SECTION I. The Common Council of the City of South Bend having held a Public Hearing on the petition to vacate the following properties: 1). Alley Vacation — First East/West Alley lying West of Lawrence Street and North of Corby Boulevard, running West 158 feet +/- in length and terminating at an existing North/South Alley, all in South Bend, Indiana, hereby determines that it is desirable to vacate said properties. SECTION II. The City of South Bend hereby reserves the rights and easements of all utilities and the Municipal City of South Bend, Indiana, to construct and maintain any facilities, including, but not limited to, the following: electric, telephone, gas, water, sewer, surface water control structures and ditches, within the vacated right-of-way, unless such rights are released by the individual utilities. SECTION III. The following property Tax Key Numbers may be injuriously or beneficially affected by such vacating: 18-5108-3801 18-5108-3808 18-5108-3810 18-5108-3811 18-5108-3814 18-5108-3817 18-5108-3818 18-5108-3819 18-5111-3967 18-5111-3966 18-5111-3965 18-5111-3964 18-5111-3963 18-5111-3968 18-5111-3969 18-5111-3970 18-5111-397606 18-5111-397605 18-5111-397604 18-5111-397603 18-5111-397602 18-5111-397601 18-5111-3976 18-5111-3975 18-5111-3972 18-5111-397101 18-5111-3971 18-5111-3989 18-5111-3988 18-5111-3982 18-5111-3983 SECTION IV. The purpose of the vacation of the real properties is to vacate that portion of all the Public Alley in the described area to allow for the safer use of the adjacent properties. SECTION V. This ordinance shall be in full force and effect from and after its passage by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council Attest: Kareemah N. Fowler, City Clerk 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 day of 2018, at o'clock . m. Kareemah N. Fowler, City Clerk Office of the City Clerk Approved and signed by me on the day of 2018, at o'clock m. Pete Buttigieg,Mayor City of South Bend, Indiana PETITION TO VACATE PUBLIC RIGHTS-OF-WAY STREETS/ALLEYS) To the Common Council Date: 9-04-18 of the City of South Bend, Indiana We,the undersigned property owner(s), petition you to vacate: 1). Alley Vacation — First East/West Alley lying West of Lawrence Street and North of Corby Boulevard, running West 158 feet +/- in length and terminating at an existing North/South Alley, all in South Bend, Indiana, Tax Key Numbers owned by the Petitioners: 18-5111-3970 18-5111-397606 NAME (signed & printed) &ADDRESS For: Damsha Bua L 4404 Technology Drive South Bend, Indiana 46628 Office of the City Clerk CONTACT PERSON NAME: Kareemah Fowler, City Clerk Michael J. Danch Room 455-County-City BuildingDanch,Harney&Assoc iates, Inc. South Bend, IN 46601 1643 Commerce Drive 574-235-9221 South Bend, Indiana 46628 574-234-4003 e-mail: mdanch@danchharner.com Filed in a, I \ OCTCle18 2C 3 4 KAREEMAN rO'VLER ITY CLERK:S9 . .. FREND . C CITY OF SOUTH BEND 6 227 W.JEFFERSON BOULEVARD PHONE 574/235-9251 DEPARTMENT OF PUBLIC WORKSz. Via, SUITE 1316 COUNTY-CITY BUILDING FAX 574/235-9171 SOUTH BEND,INDIANA 46601 TDD 574/235-5567 Street/Alley Vacation Form THIS FORM MUST BE REVIEWED BY THE CITY ENGINEERING DEPARTMENT PRIOR TO GRANTING A RADIUS MAP* Submission Date: 9/14/18 Applicant Name: DHA (for Damsha Bua, LLC) Phone tt:574-234-4003 1643 Commerce Drive Email: South Bend, IN 46628 mdanch@danchharner.com Property Address: 917 N. Lawrence Applicant property information: Q Residential Commercial Industrial Describe the general alley location with boundaries(ex. See attached map. Church PI,between E.Colfax Ave&E. LaSalle Ave): Is your property adjacent to the alley of interest? Yes No Do you own all adjacent properties to the alley of interest? Yes No If no,use the attached table to provide the following information for all affected property owners: Name,Address,Consent for the proposed alley vacation Reason for street/alley vacation and proposed use: See attached docs. Does the existing alley provide garage access to other property owners? Yes No Does the alley receive daily traffic excluding your own use? Yes No Would the vacation hinder public access to any of the following:a church,school,or any Yes • No other public building or place? OFFICE USE ONLY: Board Recommendation for the proposed alley vacation: Yes No Board of Public Works Authorized Signatures: FL-7-______ . inffice 8 j I REEINAHFOWLER LER K,SOUTH BEND,IN Version 1.0[6/14/2016] Affected Property Owner Information Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes _ No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No Name: Address: Consent for the proposed alley vacation: Yes No piled tie i Ej1 -_ J Version 1.0[6/14/2016] WS'-r-TVJJ -- -- T r , e1 iowarl Street 111 r:iti, IN 018-5108-3801 018-51 111x3979 I 44 118 4- T i, yIIIII a. ii i i" 4. 1,'''_i.4 ". 1,,,, : 018-5108-3808 0 8-5111-39 f,• 018-5111-396. : Yz Ea 018-5111-3968 s 1 b 018-5111-3969 G8-5108-3810 1`018-5111,3970 5108-3811 acv s i tiT 'FEr l n _m J18u5111 39 1 s `' 018 5111 397606 5148 3814 X018'5111-397605 a rte-* 018-5111:397604 M'108-3817C-:.. .1,1.41 a 01: 111-3589•_ j_- s 1018`51113971C11 110181 li51h1i* 97603 f 10 z d 0111-5_1,08-381' N-f - kf-,. .,,z,-''',-7 .... . or: r__C i4 an by ulevar•o s. x DtliffkCity of South Bend AlleyVacation 150' Radius Map r Dept. of Public Works 227 W Jefferson Blvd. #1316 Danch, Harner & Associates, Inc. South Bend, IN 46601 First East/West Alley lying West of Lawrence Street and North Phone: (574) 235-9251 of Corby Street, running West 158 feet +/ in length, 14' in Addr_ 150' Buffer ess List attached width and terminating at an existing North/South Alley Date Prepared: 9/14/2018 DCH Danch, Harner & Associates, Inc. (for Damsha Bua, LLC) 1643 Commerce Drive South Bend, IN 46628 Filed in Clerk's Obi;e 574-234-4003 roc820l.T 1$ li Nmdanch@danchharner.com First East/West Alley lying West of Lawrence Street and North of Corby Street, running West 158 feet +/- in length, 14' in width and terminating at an existing North/South Alley. t X9. J. . 1 v I 'w 1401 10.7 l 33T C'o90rby Blvd Q0 HOWARD 3433 33 59,GCo 00 G5 00 14 I/ 9.47 4 105 I I4234.'7'4 I k k 1 - 38°2 a I gIk501 tri 38oI iii gni 4 -38 08 k in 3968 3- 294-1---____ t t3 3810 ii,. 917 N. 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Cr Cr Cr d' d' Cr Cr d' d' Cr d' Cr d' Cr Cr Cr Cr Cr cr d' d' d' d• d- d- d' d' di- 2'OL Q O 4, r0 U,H I Q O Q. z Z Z Z Z Z Z z Z Z Z Z Z Z Z z z z Z Z z Z Z Z z Z Z Z Z D O O o 0 0 0 p 0 0 0 0 co mo O 0 p O 0 0 0 0 p O 0 0 LU LU w w w LU LU w LU LU LU LU LU LU LU LU LU LU w LU w w w w LU LU w LU CO m m m m m m m m m m m m m m m m m m m m m m m m m m m UI 22 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 Q F- F- F- I- I- I- F- F- F- F- I- F- I- F- I- I- F- I- F- F- F- I- F- F- F- F- F- I-- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 gOUTFjB"" 044 \ e0 1316 COUNTY-CITY BUILDING IU C=PHONE 574/ 235-9251 227 W.JEFFERSON BOULEVARD i PEACE z { FAX 574/235-9171 SOUTH BEND.INDIANA 4660 1-1830 l 1865 0 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR Filed in Clerk's Office BOARD OF PUBLIC WORKS NOV 07 2010 August 28,2018 KAREEMAH FOWLER Patrick Sherman CITY CLERK, SOUTH BEND, IN City of South Bend Venues,Parks,and Arts RE: Alley Vacation - Sampson St. between Randolph St. and East/West Alley Preliminary Review) Dear Mr. Sherman: The Board of Public Works,at its August 28,2018,meeting,reviewed the comments by the Street Department, Engineering Division, Area Plan Commission, Community Investment, Fire Department, and the Police Department. The Street Department and Engineering revised their previous unfavorable recommendations to favorable after meeting with your staff and agreeing to work together on the design of the closure. Therefore, all comments indicate, per IC 36-7-3-13, the vacation would not hinder the growth or orderly development of the unit or neighborhood in which it is located or to which it is contiguous.The vacation would not make access to the lands of the aggrieved person by means of public way difficult or inconvenient. The vacation would not hinder the public's access to a church,school or other public building or place. The vacation would not hinder the use of a public right of way by the neighborhood in which it is located or to which it is contiguous. Therefore,the Board of Public Works submitted a favorable recommendation for the vacation of this alley. Please contact Donna Hanson at(574)235-9254 prior to picking up your radius map. You will need a radius map showing properties within 150' of the proposed vacation for your petition to the Common Council. Once you pick up the radius map,proceed to the City Clerk's office for your alley vacation packet. Sincerely, 1)-(-1 1/( 1(L1 da M. Martin,C GARY A.GILOT SUZANNA M.FRITZBERG ELIZABETI I A.MARADIK JAMES A.MUELLER THERESE J.DORAU BILL NO. 58-18 CITY OF SOUTH BEND I N pF227 W.JEFFERSON BOULEVARD PHONE 574/235-9251 DEPARTMENT OF PUBLIC WORKS SUITE 1316COUNT'Y-CINBUILDING FAX 574/235-9171 SOUTH BEND,INDIANA 46601 TDD 574/235-5567 Street/Alley Vacation Form na, THIS FORM MUST BE REVIEWED BY THE CITY ENGINEERING DEPARTMENT PRIOR TO GRANTING A RADIUS MAP* Submission Date: 07/03/2018 Applicant Name: Venues Parks&Arts Phone#: .5574_235-5601 City of SouthBend A-BUJ: sherman southbendin.Attn: PatrickkSherman p ov@9 Property Address: 1738 Randolph St. South Bend, IN 46613 Applicant property information: Residential 0 Commercial Industrial Describe the general alley location with boundaries(ex. Sampson St. between Randolph and the mid-block alley. Church PI,between E.Colfax Ave&E.LaSalle Ave): Is your property adjacent to the alley of interest? Q Yes No Do you own all adjacent properties to the alley of interest? 0 Yes No If no,use the attached table to provide the following information for all affected property owners: Name,Address,Consent for the proposed alley vacation Reason for street/alley vacation and proposed use: Street currently splits the neighborhood park into two separate pieces. The small section of street is rarely used. Making park one piece would allow for a safer and better quality park experience for the residents. Does the existing alley provide garage access to other property owners? Yes No Does the alley receive daily traffic excluding your own use? Yes No Would the vacation hinder public access to any of the following:a church,school,or any Yes 0 No other public building or place? OFFICE USE ONLY: Board Recommendation for the proposed alley vacation: dYes vp,rcy4c;:Board of Public Works Authorized Signatures: " r l Filed in Clerk's Office NOV O'/ 2010 KAREEMAH FOWLER CITY CLERK.SOUTH BEND, IN Version 1.0[6/14/2016] Filed in Clerk's Office BILL NO. 58-18 NLovo78 ORDINANCE NO. KAREEMMh F OWLEk CITY CLERK, SOUTH BF.ND, IN AN ORDINANCE TO VACATE THE FOLLOWING DESCRIBED PROPERTY: NS PORTION OF SAMPSON STREET 40' IN WIDTH RUNNING SOUTH 140' FROM S RIGHT OF WAY OF E. RANDOLPH STREET ENDING AT N RIGHT OF WAY OF EAST/WEST ALLEY BETWEEN ROBINSON AND HOKE STREETS. STATEMENT OF PURPOSE AND INTENT Pursuant to Indiana Code Section 36-7-3-12, the Common Council is charged with the authority to hear all petitions to vacate public ways or public places within the City. The following Ordinance vacates the above described public property. NOW,THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, as follows: SECTION I. The Common Council of the City of South Bend having held a Public Hearing on the petition to vacate the following property: NS portion of Sampson Street 40' in width running South 140' from S right of way of E. Randolph Street ending at N right of way of East/West Alley between Robinson and Hoke Streets. hereby determines that it is desirable to vacate said property. SECTION II. The City of South Bend hereby reserves the rights and easements of all utilities and the Municipal City of South Bend, Indiana,to construct and maintain any facilities, including,but not limited to, the following: electric,telephone, gas, water, sewer, surface water control structures and ditches, within the vacated right-of-way, unless such rights are released by the individual utilities. SECTION III. The following property may be injuriously or beneficially affected by such vacating: Adjacent lots: 018-7102-3656 and 018-7078-2857 Section IV. The purpose of the vacation of the real property is expand and extend Randolf Park for public use. SECTION V. This ordinance shall be in full force and effect from and after its Passage by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council Attest: Kareemah N. Fowler, City Clerk Office of the City Clerk Presented by me to the Mayor of the City of South Bend, Indiana on the day of 2 at o'clock . m. Kareemah N. Fowler, City Clerk Office of the City Clerk Approved and signed by me on the day of 20 at o'clock . m. 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MAGLIOZZI t:S000 I Il li DIRI.0 I OR Angela M. Smith Deputy Doe,tor AREA PLAN COMMISSION OF ST. JOSEPH COUNTY, IN 227 W. JEFFERSON BLVD., ROOM 1140 COUNTY-CII 1 BUILDING, SOLI I II BEND, INDIANA 46601 (574) 235-9571 November 7, 2018 Filed in Clerk's Office Honorable Common Council NOV 07 2018_i4thFloor, County-City Building South Bend, IN 46601Kf REEMAH FOWLER CITY CLERK,SOUTH REI 9D,I RE: 1405 & 1505 East Howard Street APC#2881-18 Dear Council Members: Enclosed is an Ordinance for the proposed Zoning Ordinance Amendment. Please include the attached Ordinance on the Council agenda for first reading at your November 12th,2018 Council meeting,and set it for public hearing at your December 24th,2018 Council meeting.The petition is tentatively scheduled for public hearing at the December 18th, 2018 Area Plan Commission meeting. The recommendation of the Area Plan Commission will be forwarded to your office by noon on the day following the public hearing. If you have any questions, please feel free to contact our office. Sin rely, Jor an Wyatt Zoning Planner CC: Bob Palmer SERVING ST. JOSEPH COUNTY, SOUTH BEND, LAKEVILLE, NEW CARLISLE, NORTH LIBERTY, OSCEOLA & ROSELAND W W W.S T J O S E P H C O U N T Y I N D I A N A.COM/A R E A P L A N BILL NO. 59-18 Filed in Clerk's Office BILL NO. 59-18 NOV 0 7 2018 ORDINANCE NO. KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN AN ORDINANCE AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED AT 1405 & 1505 EAST HOWARD STREET, COUNCILMANIC DISTRICT NO.4 IN THE CITY OF SOUTH BEND, INDIANA STATEMENT OF PURPOSE AND INTENT Petitioners desire to rezone the property from SF2 to MF1 for single-family and multifamily homes. NOW THEREFORE BE IT ORDAINED by the Common Council of the City of South Bend, Indiana as follows: SECTION I. Ordinance No. 9495-04, is amended, which ordinance is commonly known as the Zoning Ordinance of the City of South Bend, Indiana,be and the same hereby is amended in order that the zoning classification of the following described real estate in the City of South Bend, St. Joseph County, State of Indiana: 1405 East Howard Street: The West Half of a tract of land containing five(5) acres described as follows: Beginning as a point 14.40 chains South of the Northeast corner of the South Half of the Northwest Quarter of Section 6, Township 37 North, Range 3 East; thence running North 20 rods; thence West 40 rods; thence South 20 rods; thence East 40 rods to the place of beginning. Containing 2 Y2 acres, more or less. 1505 East Howard Street: A parcel of land located in the South Half of the Northwest Quarter of Section 6, Township 37, Range 3 East, described as follows: Beginning at a point on the North line of Howard Street, 107 feet West of the West Line of Twyckenham Drive; thence North 134 feet; thence West 50 feet; thence North 171 feet; thence West 133 feet; thence South 305 feet to the North line of Howard Street; thence East 183 feet to the place of beginning. be and the same is hereby established as MF1 Urban Corridor Multifamily District. SECTION II. This ordinance is and shall be subject to commitments as provided by Chapter 21- PETITION FOR ZONE MAP AMENDMENT City of South Bend, Indiana I(we)the undersigned make application to the City of South Bend Common Council to amend the zoning ordinance as herein requested. 1) The property sought to be rezoned is located at: 1405& 1505 East Howard St. South Bend, IN 46617 2) The property Tax Key Number(s)is/are: 018-5102-3598; 018-5102-359702 3) Legal Descriptions: 1405 East Howard Street: The West Half of a tract of land containing five (5) acres described as follows: Beginning as a point 14.40 chains South of the Northeast corner of the South Half of the Northwest Quarter of Section 6, Township 37 North, Range 3 East; thence running North 20 rods; thence West 40 rods; thence South 20 rods; thence East 40 rods to the place of beginning. Containing 2 1/2 acres, more or less. 1505 East Howard Street: A parcel of land located in the South Half of the Northwest Quarter of Section 6, Township 37, Range 3 East, described as follows: Beginning at a point on the North line of Howard Street, 107 feet West of the West line of Twyckenham Drive; thence North 134 feet; thence West 50 feet; thence North 171 feet; thence West 133 feet; thence South 305 feet to the North line of Howard Street; thence East 183 feet to the place of beginning. 4) Total Site Area: 3.66 Acres 5) Name and address of property owner(s)of the petition site: Howard Street Land Trust (1405 East Howard Street) &Five Corners LLC(1505 East Howard Street) 814 Marietta St. South Bend, IN 46601 Phone number with Area Code E-Mail Address Name and address of additional property owners,if applicable: 6) Name and address of contingent purchaser(s),if applicable: Century Builders Attn: David Sieradzki 314 West Catalpa Dr., Suite F Mishawaka, IN 46545 574.227.4171 david@centulycustombuilders.com Name and address of additional property owners,if applicable: 7) It is desired and requested that this property be rezoned: From: SF2 Single Family Two Family District Additional zoning district, if applicable To: MFl Urban Corridor Multifamily District 8) This rezoning is requested to allow the following use(s): Mix of Single-family and Multi-un• ' • ••• • Residential Dwelling Units FILED- IF I .LED- IF VARIANCE(S)ARE BEING REQUESTED(if not,please skip to next section): NOV 05 2018 AREA PLAN COMMISSION A. iication# 1) 1.)Rear setbacks-request a variance from the required 25'minimum rear yard and building setback to 0' 2) A statement on how each of the following standards for the granting of variances is met: a) The approval will not be injurious to the public health,safety,morals and general welfare of the community: The rear yard of the subject property does abut private property, rather it is adjacent to Fredrickson Park. The structures being built in the rear yard will actually front on the adjacent park, leveraging the park as an amenity for the development. The presence of the homes adjacent to the park will proved added security for park visitors through enhanced visibility from homeowners.Additionally, the provision of common open space throughout the development provides additional relieffrom the reduction in the rear yard setback. b) The use and value of the area adjacent to the property included in the variance will not be affected in a substantially adverse manner;and: The proposed developmen brings significant new investment into the neighborhood through new individual home/property owners, which should have a positive impact on the desireability and value of the surrounding properties. The proposed development is introducing a new housing type and style into the neighborhood that is consistent with similar types and styles of housing to the north of the property, which have greatly increased property values. c) The strict application of the terms of this Ordinance would result in practical difficulties in the use of the property: The unique design and development model of this propsed project cannot be accomplished with the strict aplpication of the rear yard setback. IF A SPECIAL EXCEPTION USE IS BEING REQUESTED,(if not,please skip to next section): 1) The Special Exception Use(s)being requested: Insert text 2) A statement on how each of the following standards for the granting of a Special Exception Use is met: a) The proposed use will not be injurious to the public health,safety,comfort,community moral standards, convenience or general welfare: Please explain how your Special Exception Use petition addesses this criteria b) The proposed use will not injure or adversely affect the use of the adjacent area or property values therein: Please explain how your Special Exception Use petition addesses this criteria c) The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein;and: Please explain how your Special Exception Use petition addesses this criteria d) The proposed use is compatible with the recommendations of the Comprehensive Plan.Please explain how your Special Exception Use petition addesses this criteria In the case of a Special Exception Use,the petitioner shall be held to the representations made on the Preliminary Site Plan included with this petition. CONTACT PERSON: FILED - Abonmarche Consultants, Inc. Attn:Brian McMorrow 750 Lincoln Way East NOV U 5 2018 South Bend, IN 46601 AREA PLAN Cuiv:MISSION 574.314.1022 Application#_ bmcmorrow@abonmarche.com BY SIGNING THIS PETITION,THE PETITIONERS/PROPERTY OWNERS OF THE ABOVE- DESCRIBED REAL ESTATE AUTHORIZE THAT THE CONTACT PERSON LISTED ABOVE MAY REPRESENT THIS PETITION BEFORE THE AREA PLAN COMMISSION AND COMMON COUNCIL AND TO ANSWER ANY AND ALL QUESTIONS THEREON. Signature(s) f all p pe owner(s),or signature of Attorney for pro rty owner(s): ii 7,-‘5 e- AA mei r f /le-m vo-e 6iiia 1'd--C--i. 1.-a n 4 (1,45Y-- r', c/e GrV ki t-S La c- Y - C. 4 ci vi-c...5, c nr ty--- Filed in Clerk'.; r•;,,; cE,.--- NO'S 0 7 2010I. 1 KARCrr.;,',.y rn FILED- NOV 05 2018 AREA P',?.'': COMMISSION Application#_ 60ua ws 0001 0,•10000050 0500000)09 ••'.••.•on'rvr..un...n.nu.u, w000A O'au0IOW000n M 0Ua941oOS 4°AoH41noS OW,ISZ,LS1 NI "aN39 HIf1OS ocoe4en0101 °amt.:N OOLBZEZ'fLSI 4OgON ,04014 MUDS 10•SY'NI°Vag 41nOS 4e410o ,°°tD°os 003AwUI000nOS, SNOWWOD NOSNDId143213 133HS 213A00 Y a zo 3 H3dYWNO Y.O DNI 'S213011119 A21f11N30 m1w CS -3- z z E" •' O w - O 311LL13314 G EO y 6 "a N N p r 3W mmZOw ?O m4P-6 it'O OZ Z 04O= i 3 OWOU 7 3 0oo"zoo,,,q,n 1 waagno ®\ O d I'll W SmwO20 Om WfI~ WU> CVgy oEE .1 ! %%F ioE Q N 121 Nz'a PmtrcffWOLZaUiOZNJU< yKy Z U Wp I FOsV d Z OI.U IZ¢Nz<o¢4>FOWO Ort Z[fU Z H ob woW o AU 'w i u z 17, zzm-rc'yy 700070 za mo;ai°ao ai w .Q-woo<iawc7 i mOW7mo<o i 3z a3u vi > .a w >-? 8wpZt.et O Y ZI m 0 O' O Y0 J = W O Z O m N w CUO 7 n ti w m U ¢2 m U e z Z 16th Sl 5019000 P r M m O NUNAsrr Ave t.. 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N N M I I I l0 1 l'-- 2 I ,FO'se ----1^ I O O 1 1.1 q1 N I M2/,99) U ro 0 p1 1n1 bM I In. 1 N. 133N1S BOOB'/'H12JON ws lil I I I I CY 1 1 I I 1 N ,91'69 N— 1 00'6£— Z oozz l .00'6F 16uIP 9 aPIS. 00'l II I J g.:- 9£L119+'2LLSNI I 4 4._ SMI:d :Tend d 2N.d30 I NrR4 fl, Sil JO :3 w" 311 aOd I I I k a r r"3e H1^ JO ;.JO I I I 4i'•L.l' 21a"INOj 210 „,..r388r0 I A- ••-• n.n<=m..IN eI„r,.,W,1u•n>,».,,,..,..,..-.,.....wl,,,a..,,..,,.,,,..,.m,..,,..:.IUIo„rte..,, Filed in Clerk's Office03THB d NOV 072018 KAREEIUMAH FOWLER PEACE x 1865 x CITY CLERK, SOUTH BEND,IN CITY OF SOUTH BEND COVVU \ ITY I \VESTVE\T November 7,2018 Mr. Tim Scott, President South Bend Common Council 4th Floor County-City Building South Bend, IN 46601 RE: Bond financing for the Community Education Center Project Dear President Scott: This ordinance authorizes up to $4.8 million of aggregate principal from economic development tax increment bonds to facilitate the Community Education Center Project, in partnership with the Public Library of St. Joseph County and the Community Foundation of St. Joseph County. These revenues from the River West Development Area would facilitate$4 million of net construction proceeds for the approximately$20 million Community Education Center but would not be issued until 2021. We hope to align the public hearing on this ordinance at the November 26th meeting with a resolution on the Memorandum of Understanding that outlines the partnership and the parties' various commitments on this economic development project. Thank you for your consideration. Representatives from Community Investment,the Public Library,and the Community Foundation will attend the Committee and Council meetings to address any questions that you may have. Please do not hesitate to reach out in the meantime. Sincerely, C1 Jmes Mueller Executive Director Department of Community Investment EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1 227 W.Jefferson Bvld.1 South Bend,Indiana 46601 1 p 574.235.9371 I www.southbendin.gov 014 BILL NO. 60-18 Filed in Clerk's Office BILL NO. 60-18 NOV 0 / 2018 ORDINANCE NO. KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AUTHORIZING THE ISSUANCE AND SALE OF AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,800,000 OF CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE BONDS FOR THE COMMUNITY EDUCATION CENTER PROJECT,DESIGNATING THE BONDS AS LIMITED OBLIGATIONS OF THE CITY,AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City") is a political subdivision of the State of Indiana, and by virtue of Indiana Code 36-7-11.9 and 36-7-12, as amended (the "Act"), is authorized and empowered to adopt this Ordinance and to carry out its provisions. This Common Council has approved a Memorandum of Understanding (the "MOU") among the City, the South Bend Redevelopment Commission(the"Commission"), the St. Joseph County Public Library (the "Public Library"), and the Community Foundation of St. Joseph County, Inc. (the "Foundation") which sets forth the agreement of parties thereto to provide for the construction, equipping, and furnishing of a new, approximately 38,000 square foot building for use as a community and education center to provide new and flexible spaces for community meeting and training, events and conferences and a larger auditorium to meet increasing demand for program space and allow for a more diverse range of programs and community events and any and all projects and improvements related thereto to be located adjacent to the Main Branch of the Public Library located at 304 South Main Street in the City(the"Project"). Pursuant to the MOU, the Public Library has agreed to undertake the procedures to provide for issuance of its bonds in a total aggregate principal of$20,000,000 and the Foundation has committed to fund $10,000,000 of the cost of the Project. The South Bend Economic Development Commission (the "Commission") has rendered its Report concerning the proposed financing of economic development projects and economic development facilities for the Public Library, consisting of the Project. The Commission, after a public hearing held on November 26, 2018, has adopted a Resolution which has been transmitted to the Common Council of the City (the "Common Council") (i) finding that the financing or reimbursement of all or a portion of the costs of the Project will not have an adverse competitive effect on any similar facilities already constructed or operating in or about the City; (ii) further finding that the proposed financing of the cost of the Project will be of benefit to the health and general welfare of the City and its citizens; (iii) further finding that the proposed financing of the cost of the Project complies with the purposes and provisions of the Act; (iv) approving the financing a portion of the cost of the Project, certain of the costs of issuing the Bonds, and funding a debt service reserve for the bonds if determined to be required, including the form and terms of the Financing Documents (defined herein) and the Bonds from the City to the bondholders,more fully described below,and this Ordinance,presented to the Commission; and (v) recommending that this Common Council find that the proposed financing of a portion of the cost of the Project will be of benefit to the health and general welfare of the City and its citizens, and complies with the purposes and provisions of the Act, and that this Common Council adopt an ordinance approving such financings. The Commission has adopted a resolution on November 8,2018(the"Pledge Resolution"), pledging tax increment revenues expected to be received from the River West Economic Development Area Allocation Area on parity with the Prior Bonds (as defined in the Pledge Resolution)to the payment of the principal of and interest on the Bonds. This Common Council believes it is in the best interests of the City and its citizens to provide a program for financing economic development projects and economic development facilities for developers or users thereof through the issuance of economic development revenue bonds. The City, as requested by the Library, has determined to issue, sell and deliver economic development tax increment revenue bonds in one or more series to be designated the"City of South Bend, Indiana, Economic Development Tax Increment Revenue Bonds, Series 20_(Community Education Center Project)" (with the blank to be filled in with the year in which such bonds are issued) in an aggregate principal amount not to exceed $4,800,000 (the"Bonds") for the purpose of making make funds available for the Project, funding a debt service reserve fund, if required, and the cost of selling and issuing the Bonds as permitted by law. There have been submitted to this Common Council proposed forms of the Financing Agreement, by and between the Library and the City(the "Financing Agreement"), and the Trust Indenture,by and between the City and a trustee to be selected (the"Trust Indenture"). NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AS FOLLOWS: SECTION I. Recitals. The recitals contained in this Ordinance are true and correct and are incorporated in this Ordinance by this reference. SECTION IL Findings. This Common Council finds that the facilities that constitute the Project to be financed as described in said Financing Documents are "economic development projects" and "economic development facilities"within the meaning of the Act and that such projects and facilities will not have an adverse competitive effect on any similar facilities already constructed or operating in or about the City. This Common Council further finds that the proposed financing of the Project will be of benefit to the health and general welfare of the City and its citizens. This Common Council further finds that the proposed financing of the Project complies with the purposes and provisions of the Act. SECTION III. Authorization of Bonds. The Common Council hereby authorizes,as part of a program for financing the aforementioned economic development facilities, the issuance of an aggregate principal amount not to exceed Four Million Eight hundred Dollars 2 4,800,000) of the Bonds by the City, in one or more series, for the purpose of procuring funds to finance(a)the cost of the Project,and expenses related thereto,(b)if determined to be necessary based upon advice received from the City's municipal advisor,the funding of a debt service reserve for the Bonds in an amount equal to (i) if the Bonds are issued on a tax-exempt basis, the least of A)the maximum annual debt service on the Bonds, (B) one hundred twenty-five percent (125%) of average annual debt service on the Bonds,or(C)ten percent(10%)of the proceeds of the Bonds or (ii) if the Bonds are issued on a taxable basis, the maximum annual debt service on the Bonds in each case, the "Reserve Requirement") (if the Reserve Requirement is not otherwise satisfied pursuant to Section XI hereof), and (c) the cost of certain incidental expenses on account of the issuance of the Bonds as may be permitted by law and acquiring any credit enhancement with respect thereto (if necessary), which Bonds will be payable as to principal, premium, if any, and interest from TIF Revenues on parity with the Prior Bonds, or as otherwise provided in the Indenture. The Bonds shall be issued not later than March 31, 2022, in one(1) or more series as fully registered bonds in denominations of$5,000, or any integral multiple thereof not exceeding the aggregate principal amount of the Bonds maturing in any one (1) year (or in denominations of 100,000 and $1,000 in excess thereof) (each an "Authorized Denomination") as may be determined by the Controller of the City(the"Controller"), shall be dated the date of their delivery as set forth in the Indenture, and shall be fully registered without coupons and numbered consecutively from R-1 upward. The Bonds shall be payable in the medium and at the place or places as set forth in the Indenture and shall bear interest at a rate not exceeding seven and one- half percent(7.50%) per annum(determined through negotiation as set forth herein). Principal of and interest on the Bonds shall be payable semiannually on February 1 and August 1,commencing not earlier than the first February 1, or August 1 following the issuance of the Bonds and shall have a final principal payment due on not later than a February 1 or August 1 which is not more than twenty(20) years from the date of issuance of the Bonds. Interest on the Bonds shall be calculated according to a three hundred sixty (360)-day calendar year containing twelve(12) thirty(30)-day months. The Controller, upon consultation with the City's municipal advisor, may designate maturities of the Bonds(or a portion thereof in Authorized Denominations)that shall be subject to optional redemption and/or mandatory sinking fund redemption, and the corresponding redemption dates, amounts and prices (including premium, if any). The Bonds shall be executed on behalf of the City by, and bear the manual or facsimile signature of, the Mayor and the Clerk of the City (the "Mayor" and the "Clerk"), and the seal of the City shall be thereunto affixed (or imprinted or engraved if in facsimile). The Bonds shall be in the form set forth in the final form of the Indenture. SECTION IV. Limited Obligations. The Bonds and the interest thereon do not and shall never constitute an indebtedness of, or a charge against the general credit of taxing power of, the City, but are special limited obligations of the City payable solely from the TIF Revenues as set forth in the Trust Indenture. 3 SECTION V. Appointment of Registrar and Paying Agent. The Indenture may provide that the trustee to be named therein, or another corporate entity, shall act as the bond registrar and authenticating agent, and may provide for a co-trustee. The Controller is authorized to solicit proposals for and appoint a trustee under the Indenture. SECTION VI. Delivery of Bonds. After execution on behalf of the Mayor and the Clerk, the Bonds shall be delivered to the Trustee, which is hereby authorized and requested to authenticate and deliver the Bonds to or upon the order of the Purchaser, or to any depository, in accordance with and upon compliance with the provisions of the Indenture. The Council hereby authorizes the sale of the Bonds pursuant to the Purchase Agreement (defined below). SECTION VII. Registration Authorization. The Mayor and the Clerk are hereby authorized in the name and on behalf of the City to take any and all action which the Mayor and the Clerk may deem necessary or advisable with the advice of counsel for the City in order to effect the registration or qualification (or exemption therefrom) of the Bonds for issue, offer, sale or trade under the Blue Sky or securities laws of any of the states of the United States of America and in connection therewith,to execute, acknowledge, verify,deliver, file or cause to be published any applications, reports, consents to service of process and other papers and instruments which may be required under such laws, and to take any and all further action which such official of the City may deem necessary or advisable in order to maintain any such registration or qualification for as long as the Mayor and the Clerk deem necessary or as required by law, provided, however, the Mayor and the Clerk need not consent to service of process in any jurisdiction other than the State of Indiana. SECTION VIII. Approval of Documents. Each of the Financing Documents is hereby approved in the forms submitted to this meeting, and a copy of each such document shall be kept on file by the Clerk. The Mayor and the Clerk are hereby authorized and directed to execute and deliver such documents without further approval of the Common Council in substantially the forms herein approved with such additions, deletions and modifications thereto as may be approved under the Act, the execution thereof being conclusive evidence of such approval and of the approval of the Common Council; and the Clerk, or any authorized representative of the City, is hereby authorized and directed to affix the seal of the City to such documents and to attest the same. Two copies of each of the Financing Documents, hereby incorporated into this Ordinance, were duly filed in the Office of the Clerk and are available for public inspection in accordance with Section 36-1-5-4 of the Indiana Code. SECTION IX. Sale of Bonds. (a) The City may sell the Bonds in a public sale. In such case, the Controller shall cause to be published either (i) a notice of sale once each week for two consecutive weeks per IC § 5-3-1-2, in which case the date fixed for the sale shall not be earlier than fifteen (15) days after the first such publications and not earlier than three (3) days after the second of such publications, or (ii) a notice of intent to sell bonds once each week for two(2)weeks in accordance with IC § 5-1-11-2 and IC § 5-3-1-4 and in a newspaper of general circulation published in the State capital, in which case bids may not be received more than ninety 90)days after the first of such publications. Said sale notice shall state the time and place of sale, the purpose for which the Bonds are being issued, the total amount thereof, the amount and date of each maturity, the maximum rate or rates of interest thereon, their denominations, the time and 4 place of payment,that specifications and information concerning the Bonds are on file in the office of the Controller and are available on request, the terms and conditions upon which bids will be received and the sale made and such other information as is required by law or as the Controller shall deem necessary. b) All bids for the Bonds shall be presented to the Controller in accord with the terms set forth in the sale notice. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds are to bear, which shall be the same for all Bonds maturing on the same date,not exceeding seven and one-half percent(7.50%)per annum, and such interest rate or rates shall be in multiples of one-eighth or one-hundredth of one per cent. The Controller shall award the Bonds to the bidder making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the City. The True Interest Cost rate is that rate which, when used to compute the total present value as of the date of delivery of the Bonds of all debt service payments on the Bonds on the basis of semiannual compounding,produces an amount equal to the sum of the par value of the Bonds minus any premium bid plus any discount. No bid for less than ninety-eight percent (98.0%) of the par value of the Bonds for any such bonds to be sold by competitive sale shall be considered (or such higher amount as determined by the Controller prior to the sale of Bonds). The successful bidder must provide to the City a certified or cashier's check (or wire transfer) payable to the order of the City, in an amount not to exceed one percent(1%)of the aggregate principal amount of the Bonds as a guaranty of the performance of said bid,)not later than 3:30 p.m. (Eastern Time) on the next business day following the award. If a check is submitted, it must be drawn on a bank or trust company that is insured by the Federal Deposit Insurance Corporation. In the event no satisfactory bids are received on the day named in the sale notice,the sale may be continued from day to day thereafter for a period of thirty(30)days without readvertisement;provided,however,that if said sale be continued,no bid shall be accepted which offers a net interest cost which is equal to or higher than the best bid received at the time fixed for sale in the bond sale notice. The Controller shall have full right to reject any and all bids. c) As an alternative to public sale,the Controller may negotiate the sale of the Bonds to an underwriter or financial institution. The Mayor is authorized to execute and the Clerk or Controller is authorized to attest a bond purchase agreement(the"Bond Purchase Agreement") with such underwriter or financial institution, in customary form, upon such terms as are acceptable to the Mayor consistent with the terms of this Ordinance. d) Distribution of an Official Statement (Preliminary and Final) when and if prepared by the City's municipal advisor,on behalf of the City,is hereby authorized and approved, and the Executive is authorized and directed to execute the Official Statement on behalf of the City in a form consistent with this Ordinance. The Mayor or the Controller is authorized to deem the Preliminary Official Statement as "final" for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission. e) After the Bonds have been properly sold and executed, the Controller shall receive from the purchasers payment for the Bonds and shall provide for delivery of the Bonds to the purchasers. f) The Bonds, as and to the extent paid for and delivered to the purchaser shall be special limited obligations of the City, payable solely from TIF Revenues as set forth in the 5 Trust Indenture. The proper officers of the City are hereby directed to sell the Bonds to the purchasers and to do whatever acts and things which may be necessary to carry out the provisions of this Ordinance. g) In order to assist any underwriter of the Bonds in complying with paragraph b)(5)of the SEC Rule by undertaking to make available appropriate disclosure about the City and the Bonds to participants in the municipal securities market,the City hereby covenants,agrees and undertakes, in accordance with the SEC Rule, unless excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the provisions of the continuing disclosure contract. "Continuing Disclosure Contract" shall mean that certain continuing disclosure contract executed by the City and dated the date of issuance of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof The execution and delivery by the City of the continuing disclosure contract, and the performance by the City of its obligations thereunder by or through any employee or agent of the City, are hereby approved, and the City shall comply with and carry out the terms thereof h) The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the purchasers of the Bonds or to cause a copy of said legal opinion to be printed on each Bond. The cost of such opinion shall be paid out of the proceeds of the Bonds. i) In connection with the sale of the Bonds, the Executive and the Controller each are authorized to take such actions and to execute and deliver such agreements and instruments as they deem advisable to obtain a rating and/or to obtain bond insurance for the Bonds, and the taking of such actions and the execution and delivery of such agreements and instruments are hereby approved. SECTION X. Authorization of Execution of Documents. Each of the Mayor, the Clerk, the Controller, and any other officer of the City are authorized and directed to execute the Financing Documents, such other documents approved or authorized herein and any other document which may be necessary, appropriate or desirable to consummate the transaction contemplated by the Financing Documents and this Ordinance, and their execution is hereby confirmed on behalf of the City. The signatures of the Mayor, the Clerk, the Controller, and any other officer of the City on the Bonds which may be necessary or desirable to consummate the transaction, and their execution is hereby confirmed on behalf of the City. The signatures of the Mayor,the Clerk, the Controller, and anyother officer of the Cityon the Bonds maybe facsimileY signatures. The Mayor,the Clerk,the Controller, and any other officer of the City are authorized to arrange for the delivery of such Bonds to the purchaser,payment for which will be made in the manner set forth in the Financing Documents. The Mayor, the Clerk, the Controller, and any other officer of the City may, by their execution of the Financing Documents requiring their signatures and imprinting of their facsimile signatures thereon, approve any and all such changes therein and also in those Financing Documents which do not require the signature of the Mayor, the Clerk,the Controller or any other officer of the City without further approval of this Common Council or the Economic Development Commission if such changes do not affect terms set forth in Sections 27(a)(1)through and including(a)(10) of the Act. 6 SECTION XI. Ordinance a Binding Contract. The provisions of this Ordinance and the Financing Documents shall constitute a contract binding between the City and the holder or holders of the Bonds and after the issuance of said Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the right of such holder or holders so long as said Bonds or the interest thereon remains unpaid. SECTION XII. Tax-Exemption. Based upon the recommendation of the,the City's bond counsel at the time of the issuance of the Bonds, the City may issue the Bonds on a tax-exempt basis and, if the Bonds are to be issued on a tax-exempt basis,the City will use its best efforts to restrict the use of the proceeds of the Bonds in such a manner and to the reasonable expectations at the time the Bonds are delivered to the purchasers thereof, so that they will not constitute "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended and in effect on the date of issuance of any series of the Bonds(collectively,the"Code"),or to preserve any other desired tax status under the Code, if necessary. In the event the Bonds are issued on a tax-exempt basis, the Mayor, the Clerk, the Controller, or any other officer having responsibility with respect to the issuance of the Bonds, are authorized and directed, alone or in conjunction with any of the foregoing, or with any other officer, employee, consultant or agent of the City, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to the use of the Bond proceeds as of the date of issuance thereof. SECTION XIII. No Recourse. No recourse under or upon any obligation, covenant,acceptance or agreement contained in this Ordinance,the Financing Documents or under any judgment obtained against the City, including without limitation its Economic Development Commission and Redevelopment Commission,or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, under or independent of the Financing Agreement, shall be had against any member, director, or officer or attorney, as such, past, present, or future, of the City, including without limitation its Economic Development Commission and Redevelopment Commission, either directly or through the City, or otherwise, for the payment for or to the City or any receiver thereof or for or to any holder of the Bonds secured thereby, or otherwise, of any sum that may remain due and unpaid by the City upon any of such Bonds.Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such member, director, or officer or attorney, as such,to respond by reason of any act or omission on his or her part or otherwise for, directly or indirectly, the payment for or to the City or any receiver thereof, or for or to any owner or holder of the Bonds, or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, shall be expressly waived and released as a condition of and consideration for the execution and delivery of the Financing Agreement and the issuance, sale and delivery of the Bonds SECTION XIV. No Liability. No stipulation, obligation or agreement herein contained or contained in the Financing Documents, the Bonds or in any other agreement or document executed on behalf of the City shall be deemed to be a stipulation, obligation or agreement of any member of the Common Council, or any officer, agent or employee of the City in his or her individual capacity, and no such member of the Common Council, officer, agent or 7 employee shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issuance thereof. SECTION XV. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION XVI. Open Meetings. It is hereby determined that all formal actions of the Common Council relating to the adoption of this Ordinance were taken in one or more open meetings of the Common Council, that all deliberations of the Common Council and of its committees, if any,which resulted in formal action, were in meetings open to the public, and that all such meetings were convened, held and conducted in compliance with applicable legal requirements, including Indiana Code 5-14-1.5, as amended. SECTION XVII.Further Authorizations. The Mayor,the Clerk and any other officer of the City are hereby authorized and directed, in the name and on behalf of the City, to execute, attest and deliver such further instruments and documents, and to take such further actions, in the name of the City as in their judgment shall be necessary or advisable in order fully to consummate the transactions described herein and carry out the purposes of this Ordinance, and any such documents heretofore executed and delivered and any such actions heretofore taken,be, and hereby are,ratified and approved. SECTION XVIII. Declaration of Official Intent. The Common Council hereby declares its official intent, to the extent permitted by law, to issue the Bonds in an amount not to exceed the maximum aggregate principal amount authorized herein, and to reimburse costs of the Project consisting of the expenditures from proceeds of the sale of such Bonds. SECTION XIX. Ratification of Actions. All acts of the officers of the City which are in conformity with the purpose and intent of this Ordinance and in the furtherance of the issuance of the Bonds and the execution, delivery and performance of the documents and agreements authorized hereby are in all respects ratified, approved and confirmed. SECTION XX.No Conflict. Any ordinances, resolutions or orders or parts thereof in conflict with this Ordinance are to the extent of such conflict hereby repealed. 8 SECTION XXI. Effectiveness. This Ordinance shall be in full force and effect from and after its adoption by the Common Council,approval of the Mayor,and compliance with all procedures required by applicable law. Upon payment in full of the principal of and interest on the Bonds authorized hereby or upon deposit of an amount sufficient to pay when due such amounts in accord with the defeasance provisions herein, all pledges, covenants and other rights granted by this Ordinance shall cease. Tim Scott, Council President South Bend Common Council Attest: Kareemah N. Fowler, City Clerk 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 day of 2018, at o'clock .m. Kareemah N. Fowler, City Clerk Office of the City Clerk Approved and signed by me on the day of 2018, at o'clock m. Pete Buttigieg, Mayor City of South Bend, Indiana DMS 13499383v2 9 Filed in Clerk's Office NOV O 7 ZQ16 KAREEMAH FOWLER CITY CLERK,SOUTH BEN TRUST INDENTURE Between CITY OF SOUTH BEND, INDIANA And U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated 1, 20_ Re: 4,800,000 CITY OF SOUTH BEND, INDIANA ECONOMIC DEVELOPMENT TAX INCREMENT REVENUE BONDS, SERIES 20_ COMMUNITY EDUCATION CENTER PROJECT) Table of Contents Page ARTICLE I. DEFINITIONS 3 Section 1.1 Terms Defined 3 Section 1.2 Rules of Interpretation 8 ARTICLE II THE BONDS 10 Section 2.1 Authorized Amount of Bonds 10 Section 2.2 Issuance of the Bonds 10 Section 2.3 Payment of Principal and Interest on the Bonds 10 Section 2.4 Execution; Limited Obligation 10 Section 2.5 Authentication 11 Section 2.6 Delivery of Series 20_Bonds 11 Section 2.7 Mutilated, Lost, Stolen or Destroyed Bonds 12 Section 2.8 Registration and Exchange of Bonds: Persons Treated as Owners 12 Section 2.9 Provisions for Issuance of Additional or Refunding Bonds 13 Section 2.10 Form of Additional Bonds 14 Section 2.11 Book-Entry System.14 ARTICLE III APPLICATION OF SERIES 20_ BOND PROCEEDS AND OTHER FUNDS 18 Section 3.1 Deposit of Series 20 Bond Proceeds. 18 Section 3.2 Deposit of Proceeds of Additional Bonds. 18 ARTICLE IV REVENUE AND FUNDS 19 Section 4.1 Source of Payment of the Bonds 19 Section 4.2 Creation of Funds 19 Section 4.3 Bond Fund. 19 Section 4.4 Deposit of Pledged Revenues 20 Section 4.5 Construction Fund 20 Section 4.6 Expense Fund. 21 Section 4.7 Debt Service Reserve Fund 21 Section 4.8 Rebate Fund 22 Section 4.9 Trust Funds 23 Section 4.10 Investment 23 ARTICLE V REDEMPTION OF BONDS PRIOR TO MATURITY 24 Section 5.1 Redemption Dates and Prices 24 Section 5.2 Notice to Trustee of Intent to Redeem 25 Section 5.3 Notice to Bondholders of Redemption 25 Section 5.4 Cancellation 26 Section 5.5 Redemption Payments 26 Section 5.6 Partial Redemption of Bonds 26 ARTICLE VI GENERAL COVENANTS 27 Section 6.1 Payment of Principal and Interest 27 Section 6.2 Performance of Covenants. 27 Section 6.3 Instruments of Further Assurance 28 Section 6.4 Filing of Indenture and Security Instruments 28 Section 6.5 List of Bondholders 28 Section 6.6 Investment of Funds. 28 Section 6.7 Non-presentment of Bonds 29 Section 6.8 Destruction of Bonds 29 Section 6.9 Issuer Indemnity 29 Section 6.10 Tax Covenants; Issuance of Taxable Bonds. 29 ARTICLE VII DEFAULTS AND REMEDIES 31 Section 7.1 Events of Default 31 Section 7.2 Remedies: Rights of Bondholders 31 Section 7.3 Right of Bondholders to Direct Proceedings 32 Section 7.4 Application of Moneys 32 Section 7.5 Remedies Vested In Trustee 33 Section 7.6 Rights and Remedies of Bondholders 33 Section 7.7 Termination of Proceedings 33 Section 7.8 Waivers of Events of Default 34 ARTICLE VIII THE TRUSTEE 35 Section 8.1 Acceptance of the Trusts 35 Section 8.2 Fees, Charges and Expenses of the Trustee 37 Section 8.3 Notice to Bondholders if Default Occurs 37 Section 8.4 Intervention by Trustee 38 Section 8.5 Successor Trustee 38 Section 8.6 Resignation by the Trustee 38 Section 8.7 Removal of the Trustee 38 Section 8.8 Appointment of Successor Trustee by the Bondholders; Temporary Trustee 38 Section 8.9 Concerning Any Successor Trustees 39 Section 8.10 Trustee Protected in Relying Upon Resolutions, etc 39 Section 8.11 Conditions for Trustee Action 39 Section 8.12 Limitations on Trustee Duties 40 ARTICLE IX SUPPLEMENTAL INDENTURES 41 Section 9.1 Supplemental Indentures Not Requiring Consent of Bondholders 41 Section 9.2 Supplemental Indentures Requiring Consent of Bondholders 41 Section 9.3 Trustee Reliance 42 ARTICLE X MISCELLANEOUS 43 Section 10.1 Satisfaction and Discharge 43 Section 10.2 Defeasance of Bonds 43 Section 10.3 Application of Trust Money 44 Section 10.4 Consents, etc., of Bondholders 44 ii Section 10.5 Limitation of Rights 45 Section 10.6 Severability 45 Section 10.7 Notices 45 Section 10.8 Counterparts 46 Section 10.9 Applicable Law 46 Section 10.10 Immunity of Officers and Directors 46 Section 10.11 Payments or Performance Due on Saturdays, Sundays and Holidays 46 Section 10.12 Force Majeure 47 EXHIBIT A FORM OF SERIES 20 BONDS A-1 EXHIBIT B FORM OF DISBURSEMENT REQUEST FROM THE CONSTRUCTION FUND B-1 EXHIBIT C COSTS OF ISSUANCE C-1 iii TRUST INDENTURE THIS TRUST INDENTURE dated as of 1, 20_, by and between the CITY OF SOUTH BEND, INDIANA (the "Issuer" or "City"), a municipal Public Library organized and existing under the laws of the State of Indiana, and a banking association duly organized and authorized to accept and execute trusts of the character herein, having a corporate trust office in the City of Indianapolis, Indiana, as trustee (the Trustee"); WITNESSETH: WHEREAS, IC 36-7-11.9 and 12, as supplemented and amended, authorize and empower the Issuer to issue revenue bonds and to use the proceeds therefrom for the purpose of financing economic development facilities and vests such Issuer with powers that may be necessary to enable it to accomplish such purposes; and WHEREAS, pursuant to this Indenture and the Financing Agreement dated as of 1,20_(the "Financing Agreement"), by and between the Issuer and the St. Joseph County Public Library, St. Joseph County, Indiana (the "Public Library"), and in accordance with the Act, the Issuer intends to issue its City of South Bend, Indiana, Economic Development Tax Increment Revenue Bonds, Series 20_ (Community Education Center Project) in the aggregate principal amount of $ the "Series 20_ Bonds"), for the purpose of providing funds to (a) finance the costs of the Project (defined herein), (b) fund the Debt Service Reserve Fund (defined herein) and (c) pay Costs of Issuance (defined herein) related to the Series 20 Bonds; and WHEREAS, the execution and delivery of this Indenture and the issuance of revenue bonds under the Act as herein provided have been in all respects duly and validly authorized by proceedings duly passed on and approved by the Issuer; and WHEREAS, after giving notice in accordance with the Act and IC 5-3-1-4, the South Bend Economic Development Commission (the "Economic Development Commission") held a public hearing on behalf of the Issuer, and, upon finding that the Project and the proposed financing of a portion of the costs thereof(i) will create or retain employment opportunities in and near the City; (ii) will benefit the health and general welfare of the citizens of the City and the State of Indiana; and (iii) will comply with the purposes and provisions of the Act, adopted a resolution approving the proposed financing; and WHEREAS, the Act provides that the Series 20_ Bonds may be secured by a trust indenture between the Issuer and a corporate trustee; and WHEREAS, pursuant to this Indenture, the Series 20 Bonds shall be payable solely from payments derived from Pledged Revenues (defined herein) and proceeds from the Series 20 Bonds; and WHEREAS, the execution and delivery of this Trust Indenture, and the issuance of the Series 20 Bonds hereunder, have been in all respects duly and validly authorized by an ordinance duly passed and approved by the Common Council of the Issuer; and WHEREAS, IC 36-7-14 provides that a redevelopment commission of an issuer may pledge certain incremental property taxes (defined herein as Pledged Revenues) to pay, in whole or in part, amounts due on the Series 20_Bonds; and WHEREAS, the Redevelopment Commission has, by resolution, dedicated and pledged to the Issuer, the Pledged Revenues to be applied to the repayment of the Series 20_Bonds; and WHEREAS, the Bonds and the Trustee's certificate of authentication to be endorsed thereon are all to be substantially in the form provided in this Indenture; NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to secure the payment of the principal of and interest on the Bonds to be issued under this Indenture according to their tenor, purport and effect, and in order to secure the performance and observance of all the covenants and conditions herein and in said Bonds contained, and in order to declare the terms and conditions upon which the Bonds are issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become holders thereof, and for and in consideration of the mutual covenants herein contained, of the acceptance by the Trustee of the trust hereby created, and of the purchase and acceptance of the Bonds by the holders or obligees thereof, the Issuer has executed and delivered this Indenture, and by these presents does hereby convey, grant, assign, pledge and grant a security interest in, unto the Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular, the property, real and personal hereinafter described (the"Trust Estate"): GRANTING CLAUSES DIVISION I All right,title and interest of the Issuer in and to the Pledged Revenues (such pledge to be effective as set forth in IC 5-1-14-4 and IC 36-7-14-39 without filing or recording of this Indenture or- any other instrument); DIVISION II All moneys and securities from time to time held by the Trustee under the terms of this Indenture (except moneys or Qualified Investments deposited with the Trustee pursuant to Section 10.1 hereof and except moneys held in the Rebate Fund) and any and all other real or personal property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned, or transferred as and for additional security hereunder by the Issuer or by anyone on its behalf, or with their written consent to the Trustee which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; TO HAVE AND TO HOLD the same unto the Trustee, and its successor or successors and its or their assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, to secure the payment of the Bonds to be issued hereunder and the interest payable thereon, and to secure also the observance and performance of all the terms, provisions, covenants and conditions of this Indenture, and for the equal and ratable benefit and security of all and singular the holders of all 2 Bonds issued hereunder, without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided, of any one Bond or as between principal and interest, and it is hereby mutually covenanted and agreed that the terms and conditions upon which the Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become the holders thereof, are as follows: End of Granting Clauses) ARTICLE I. DEFINITIONS Section 1.1 Terms Defined. In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: Act" means, collectively, Indiana Code 36-7-11.9 and 36-7-12, as supplemented and amended. Additional Bonds" means bonds issued pursuant to the Ordinance and Section 2.9 hereof and any Supplemental Indenture and includes Refunding Bonds. Affidavit of Completion" means the affidavit to be filed by or on behalf of the Issuer with the Trustee relating to the Project stating that the Project is substantially completed in accordance with the terms of the Financing Agreement and is ready for use and occupancy. Allocation Area" means the River West Economic Development Area Allocation Area previously established by the Redevelopment Commission in accordance with IC 36-7-14-39 for the purposes of capturing incremental ad valorem real property taxes levied and collected on all taxable property in such allocation area. Allocation Fund" means the River West Economic Development Area Allocation Fund established under IC 36-7-14 for the purpose of allocating and depositing the Pledged Revenues collected in the Allocation Area. Annual Fees" means all of the Issuer's expenses in carrying out and administering the Bonds issued pursuant to this Indenture and shall include, without limiting the generality of the foregoing, legal, accounting, management, consulting and banking services and expenses, fees and expenses of the Trustee and the Registrar and Paying Agent, costs of verifications required hereunder, and any other costs permitted under the Act, and rebates, if any, which in the opinion of Bond Counsel are required to be made under the Code in order to preserve or protect the exclusion from gross income for federal tax purposes of interest on the Bonds, all to the extent properly allocable to the Bonds. Authorized Representative" means (i) with respect to the Issuer, the Mayor, the City Clerk, the City Controller or the Deputy City Controller (or such other officer as the Issuer shall notify the Public Library and the Trustee in writing as being an Authorized Representative, with evidence of such authority); and (ii) with respect to the Public Library, the Executive Director or the President of the Public Library (or such other officer as the Public Library shall notify the 3 Issuer and the Trustee in writing as being an Authorized Representative, with evidence of such authority). Bondholders"means registered owners of the Bonds. Bonds" means any Bonds issued pursuant to this Indenture, including the Series 20 Bonds and any Additional Bonds. Bond Counsel" means Counsel that is nationally recognized in the area of municipal law. Bond Fund"means the Bond Fund established by Section 4.2 of this Indenture. Bond Ordinance" means Ordinance No. adopted by the Common Council of the Issuer on 2018, authorizing and approving the issuance and sale of the Series 20_ Bonds, pledging the Pledged Revenues to the payment of the principal of and interest on the Series 20 Bonds, and approving the forms of the Financing Agreement, this Indenture and related matters. Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the city in which the principal corporate trust office of the Trustee is located or in New York City are not open for business. Clerk"means the Clerk of the Issuer. Code"means the Internal Revenue Code of 1986, as amended, the regulations (whether proposed, temporary, or final) promulgated thereunder or the statutory predecessor thereof, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures, and judicial determinations,regarding any of the foregoing. Common Council"means the Common Council of the Issuer. Construction Fund" means the Construction Fund created and established pursuant to Section 4.2 of this Indenture. Costs of Issuance" means financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Series 20 Bonds, including, without limitation, the fees and expenses of the City, counsel to the City, bond counsel, counsel to the Public Library, if any, the municipal advisor to the City, the Trustee, and any rating agency rating the Series 20_Bonds. Counsel" means an attorney duly admitted to practice law before the highest court of any state and approved by the Issuer. Credit Provider"means the issuer of any Debt Service Reserve Fund Credit Facility and its successor in such capacity and their assigns. To qualify under this Indenture, the Credit Provider providing such Debt Service Reserve Fund Credit Facility shall be an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated, at the time of issuance of 4 such Debt Service Fund Credit Facility, in a Rating Category that is at least as high as the rating assigned to the Bonds (to which Debt Service Fund Credit Facility relates) by the Rating Agency or Rating Agencies then maintaining a rating on the Bonds. Debt Service Reserve Fund" means the Debt Service Reserve Fund created and established pursuant to Section 4.2 of this Indenture. Debt Service Reserve Fund Credit Facility" means any letter of credit, revolving credit agreement, surety bond, insurance policy or other agreement or instrument issued or provided by a Credit Provider, (i) which may be deposited in a reserve account in the Debt Service Reserve Fund in lieu of or in partial substitution for cash or Qualified Investments to be on deposit therein, and (ii) which shall be payable (upon the giving of notice as required thereunder) on any due date on which moneys will be required to be withdrawn from such reserve fund in which such Debt Service Reserve Credit Facility is deposited and applied to the payment of the principal of or interest on any Bonds. Debt Service Reserve Fund Reimbursement Obligation" shall mean any obligation to reimburse the Credit Provider of any Debt Service Reserve Fund Credit Facility for any payment made under such Debt Service Reserve Fund Credit Facility or any other obligation to repay any amounts (including,but not limited to, fees or additional interest) to the Credit Provider. Debt Service Reserve Requirement" means an amount equal to but not in excess of the least of(i) the maximum annual principal and interest payments on the Bonds; (ii) 10% of the par amount of the Bonds; or(iii) 125%of the average annual principal and interest on the Bonds. Depository Company" or "Depository" means The Depository Trust Company, New York, New York, and its successors and assigns, including any surviving, resulting or transferee Public Library, or any successor Public Library that may be appointed in a manner consistent with this Indenture and shall include any direct or indirect participants of The Depository Trust Company. District"means the City of South Bend Redevelopment District. Economic Development Commission" means the South Bend Economic Development Commission. Event of Default" means those events of default specified in and defined by Section 7.1 hereof. Expense Fund"means the Expense Fund created and established pursuant to Section 4.2 of this Indenture. Financing Agreement" means the Financing Agreement, dated as of 1, 20, between the Public Library and the Issuer and all amendments and supplements thereto. The Issuer has delivered a copy of such Financing Agreement to the Trustee. Governmental Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the timely payment of the principal of and the interest on which are fully and unconditionally guaranteed by, the United 5 States of America or any agency or instrumentally thereof when such obligations are backed by the full faith and credit of the United States of America. Indenture"means this Indenture as originally executed or as it may from time to time be amended or supplemented pursuant to Article IX. Interest Payment Date" means, with respect to any Bonds, each February 1 and August 1, commencing 1, 20_. Issuer" or "City" means the City of South Bend, Indiana, a municipal Public Library organized and validly existing under the laws of the State. Net Proceeds"means the proceeds received from the sale of Series 20 Bonds less any underwriting or other discount. Opinion of Bond Counsel" means a written opinion of Bond Counsel which opinion is acceptable to the Issuer and the Trustee. Paying Agent" shall mean any bank or trust company at which principal of the Bonds is payable, which initially is in Indiana. Pledged Revenues" means the property tax proceeds received by the Redevelopment Commission generated by parcels in the Allocation Area and pledged to the Issuer pursuant to the TIF Pledge Resolution which proceeds are derived from the assessed valuation of real property in the Allocation Area in excess of the assessed valuation described in IC 36-7-14- 39(b)(1), as such statutory provision exists on the date of execution of this Indenture. Project" means the construction and equipping of an approximately 38,000 square foot building for use as a community and education center to provide new and expanded flexible spaces for community meetings and training, events, and conferences and a larger auditorium to meet increasing demand for program space and allow for a more diverse range of programs and community events, and any other projects and improvements related thereto. Public Library" shall mean the St. Joseph County Public Library, St. Joseph County, Indiana. Qualified Investments" shall mean any of the following to the extent permitted by law: i) Governmental Obligations; (ii) money market funds, which may be funds of the Trustee, the assets of which are obligations of or guaranteed by the United States of America and which funds are rated at the time of purchase "AAAm-G" or higher by Standard & Poor's Ratings Services, Inc. and/or "Aaa" by Moody's Investors Service, Inc.; (iii) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank, Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and Federal Land Bank; (iv) certificates of deposit, savings accounts, deposit accounts or depository receipts of a bank, savings and loan associations and mutual savings banks, including the Trustee, each fully insured by the Federal Deposit Insurance Public Library; (v) bankers' acceptances, savings accounts, deposit accounts 6 or certificates of deposit of commercial banks or savings and loan associations, including the Trustee, which mature not more than one year after the date of purchase; provided the banks or savings and loan associations (rather than their holding companies) are rated for unsecured debt at the time of purchase of the investments in the two highest full classifications established by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, Inc.; (vi) U.S. dollar denominated deposit accounts or commercial paper rated at the time of purchase in the single highest full classification by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, Inc. and which matures not more than 270 days after the date of purchase; (vii) investment agreements fully and properly secured at all times by collateral security described in i), (ii) or (iii) above or issued by entities rated in the single highest full classification by Moody's Investors Service and Standard & Poor's Ratings Services, Inc. when such agreement was entered into; and (viii) repurchase agreements with any bank or trust company organized under the laws of any state of the United States of America or any national banking association including the Trustee) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities described in clauses (i), (iii) or (iv) above; provided, underlying securities are required by the repurchase agreement to be continuously maintained at a market value not less than the amount so invested. Rating Agency" or "Rating Agencies" means Fitch, S&P or Moody's, according to which of such rating agencies then rates a Bond; and provided that, if none of such rating agencies then rates a Bond, the teem "Rating Agency" or "Rating Agencies" shall refer to any national rating agency(if any) that provides such rating. Rating Category" means one of the generic rating categories of the applicable Rating Agency, without regard to any refinements or gradations of such generic rating category by numerical or other modifier. Record Date" means the fifteenth day of the month immediately preceding any Interest Payment Date. Redevelopment Commission"means the South Bend Redevelopment Commission. Refunding Bonds" means Additional Bonds issued pursuant to Section 2.9 hereof and any Supplemental Indenture for the purpose of refunding any Bonds which are outstanding hereunder. Registrar" means initially U.S. Bank National Association, in Indianapolis, Indiana, a national banking association organized and existing under the laws of the United States of America or any successor thereto. Requisite Bondholders" means the holders of 66-2/3% in aggregate principal amount of Bonds. River West Economic Development Area" means the economic development area within the District previously established by the Redevelopment Commission in accordance with IC 36-7-14. 7 Series of Bonds" or "Bonds of a Series" or"Series" or words of similar meaning means any Series of Bonds authorized by this Indenture or by a Supplemental Indenture. Series 20 Bonds" means the City of South Bend, Indiana, Economic Development Tax Increment Revenue Bonds, Series 20_ (Community Education Center Project), dated 20 issued in the aggregate principal amount of $ authorized pursuant to Section 2.1 hereof. Series 20_ Credit Provider means Municipal Assurance Corp. which constitutes a Credit Provider(as defined in this Indenture). Series 20_Debt Service Reserve Fund Credit Facility" means the municipal bond debt service reserve insurance policy provided by the Series 20_Credit Provider for deposit into the Debt Service Reserve Fund to satisfy the Debt Service Reserve Requirement with respect thereto. The Series 20_ Debt Service Reserve Fund Credit Facility constitutes a Debt Service Reserve Fund Credit Facility (as such term is defined and used in this Indenture) at the time of issuance thereof. State"means the State of Indiana. TIF Pledge Resolution" means Resolution No. adopted by the Redevelopment Commission on November 8, 2018, pledging the Pledged Revenues to the payment of the Series 20 Bonds Trustee" means U.S. Bank National Association, a national banking association with a designated trust office in the City of Indianapolis, Indiana, and any successor trustee or co- trustee. Trust Estate" shall have the meaning ascribed to such term in the Granting Clauses of this Indenture. Section 1.2 Rules of Interpretation. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: a) "This Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof. b) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural. d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as consistently applied. 8 e) Any terms not defined herein but defined in the Bond Ordinance or the Financing Agreement shall have the same meaning herein. f) The terms defined elsewhere in this Indenture shall have the meanings therein prescribed for them. g) The word "including" and any variation thereof means "including, without limitation" and must not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. h) Where a term is defined, another part of speech or grammatical form of that term shall have a corresponding meaning. End of Article I) 9 ARTICLE II THE BONDS Section 2.1 Authorized Amount of Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The principal amount of the Series 20_ Bonds (other than Bonds issued in substitution therefor pursuant to Section 2.8 hereof) that may be issued is hereby expressly limited to $4,800,000. Section 2.2 Issuance of the Bonds. a) The Series 20_ Bonds shall be designated "City of South Bend, Indiana, Economic Development Tax Increment Revenue Bonds, Series 20_ (Community Education Center Project)," and shall have such terms, conditions and characteristics as specified in the form of the Series 20 Bonds attached as Exhibit A hereto and made a part hereof. The Series 20 Bonds shall be numbered from _R-1 upwards; provided, however, that the Series 20_ Bonds may be numbered in any other manner acceptable to the Trustee and the Issuer. b) The Series 20 Bonds shall be originally issuable as fully registered Bonds without coupons in denominations of$5,000 or any integral multiples thereof. c) The Series 20_ Bonds shall be dated as of the date of their delivery. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty(30) day months. The interest on the Series 20 Bonds shall be payable on each February 1 and August 1, commencing on 1, 20_. The Series 20_Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication shall be subsequent to a Record Date in which case they shall bear interest from such Interest Payment Date. d) The Series 20_ Bonds shall mature on February 1 and/or August 1 in the years and in the principal amounts, and shall bear interest at the rates per annum all as set forth below: Maturity Date Principal Amount Interest Rate Section 2.3 Payment of Principal and Interest on the Bonds. The interest on the Bonds shall be payable by check or draft mailed one Business Day prior to the Interest Payment Date to the person in whose name each Bond is registered as of the Record Date for such Interest Payment Date at each address as it appears on the registration and transfer books maintained by the Registrar or at such other address as is provided to the Trustee, the Registrar and the Paying Agent in writing by such registered owner. Each registered owner of $1,000,000 or more in principal amount of Bonds shall be entitled to receive principal and interest payments by wire transfer by providing written wire instructions to the Trustee, the Registrar and the Paying Agent before the Record Date for such payment. The final payment of principal and interest on the Bonds shall be payable in lawful money of the United States of America, at the designated corporate trust office of the Paying Agent, initially in Indianapolis, Indiana. Section 2.4 Execution; Limited Obligation. The Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor of the City and attested with the 10 manual or the facsimile signature of its Clerk and shall have impressed or printed thereon the corporate seal of the Issuer. Such facsimiles shall have the same force and effect as if such officer had manually signed each of said Bonds. In case any officer whose signature or facsimile signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall, nevertheless, be valid and sufficient for all purposes, the same as if he had remained in office until delivery. The Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof. The Bonds, as to both principal and interest, are not an obligation or liability of the Issuer, the State of Indiana, or of any political subdivision or taxing authority thereof, but are a special limited obligation of the Issuer and are payable solely and only from the Trust Estate (including the Pledged Revenues) pledged and assigned for their payment in accordance with this Indenture. Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of or the interest on the Bonds. The Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of or interest on the Bonds. The Issuer has no taxing power with respect to the Bonds. No covenant or agreement contained in the Bonds or this Indenture shall be deemed to be a covenant or agreement of any member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission, or the Issuer in his or her individual capacity, and no member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission, or the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Under no circumstances shall the Public Library be liable for making any payments due under this Indenture or on the Bonds, including any payment of principal of, premium,if any, or interest on the Bonds. Section 2.5 Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until the certificate of authentication on such Bond substantially in the form hereinafter set forth shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 2.6 Delivery of Series 20 Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver the Series 20_ Bonds to the Trustee in the aggregate principal amount authorized in Section 2.1 hereof. The Trustee shall authenticate such Series 20_Bonds and deliver them to the purchasers thereof upon receipt of: a) A copy of the Bond Ordinance, duly certified by the Clerk. 11 b) A copy of the TIF Pledge Resolution, duly certified by the secretary of the Redevelopment Commission c) Executed counterparts of the Financing Agreement and this Indenture. d) A written request of the Issuer to the Trustee requesting the Trustee to authenticate, or cause to be authenticated, and deliver the Series 20_ Bonds to the purchasers thereof in the aggregate principal amount authorized in Section 2.1 hereof. e) An opinion of nationally recognized Bond Counsel in a form acceptable to the Issuer. f) Such other documents as shall be required by Bond Counsel or the Issuer. The proceeds of the Series 20_Bonds shall be paid over to the Trustee and deposited to the credit of various Funds as hereinafter provided under Article III hereof. Section 2.7 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Trustee may authenticate a new Bond of like date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to it. In the event any such Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof; provided, however, that in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to it. The Trustee may charge the holder or owner of such Bond with its reasonable fees and expenses in this connection. Any Bond issued pursuant to this Section 2.7 shall be deemed part of the original series of Bonds in respect of which it was issued and an original additional contractual obligation of the Issuer. Section 2.8 Registration and Exchange of Bonds: Persons Treated as Owners. The Issuer shall cause books for the registration and for the transfer of the Bonds as provided in this Indenture to be kept by the Trustee which is hereby constituted and appointed the registrar of the Issuer. Upon surrender for transfer of any fully registered Bond at the principal office of the Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee and duly executed by the registered owner or his attorney duly authorized in writing, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same series and the same maturity for a like aggregate principal amount. The execution by the Issuer of any fully registered Bond without coupons of any denomination shall constitute full and due authorization of such denomination, and the Trustee shall thereby be authorized to authenticate and deliver such registered Bond. The costs of such transfer or exchange shall be borne by the Issuer. The Trustee shall not be required to transfer or exchange any fully registered Bond during the period between the Record Date and any interest payment date of such Bond, nor to transfer or exchange any Bond after the mailing of notice calling such Bond for redemption has 12 been made, nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. As to any fully registered Bond without coupons, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal or interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 2.9 Provisions for Issuance of Additional or Refunding Bonds. One or more Series of Bonds in addition to the Series 20_ Bonds ("Additional Bonds"), may be authenticated and delivered from time to time for one or more of the purposes of(i) refunding all or a portion of one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, and (ii) financing the cost or estimated cost of completing the Project or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: a) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof, pledging and assigning the Trust Estate, including the Pledged Revenues, as security therefor and providing for the disposition of the proceeds of the sale thereof. b) A copy of an ordinance, authorizing such Additional Bonds, duly certified by the Clerk. c) A copy of the TIF Pledge Resolution, duly certified by the Secretary of the Redevelopment Commission. d) A report or a certificate prepared by an independent certified public accountant or an independent financial advisor selected by the Issuer supported by appropriate calculations, in accordance with the terms of the TIF Pledge Resolution. e) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. f) An opinion of Bond Counsel acceptable to the Issuer to the effect that (i) such supplement to this Indenture has been duly executed by the Issuer and constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms; and ii) the Additional Bonds have been duly and validly authorized and issued by the Issuer and constitute the valid and binding limited obligations of the Issuer enforceable against the Issuer in accordance with their terms. The opinion of Bond Counsel may be qualified as to such matters as are acceptable to the Issuer and the Trustee, and include, without limitation, customary 13 exceptions as to bankruptcy, insolvency and other laws affecting creditors' rights generally and customary exceptions as to principles of equity. Any Additional Bonds issued in accordance with the terms of this Section 2.9 shall be secured by this Indenture and shall be equally and ratably payable from the Pledged Revenues, on parity with the pledge thereof to the Series 20_Bonds, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer and the purchaser of such Additional Bonds, subject to any limitations or requirements set forth in the TIF Pledge Resolution. Any Additional Bonds issued for the purpose of refunding any Bonds outstanding hereunder may be authenticated and delivered only upon receipt by the Trustee (in addition to the receipt by them of the documents required by Section 2.6 and this Section 2.9 hereof) of: i) Irrevocable instructions from the Issuer to the Trustee, satisfactory to it, to give due notice of redemption of all the Bonds to be refunded on the redemption date specified in such instructions; ii) Irrevocable instructions from the Issuer to the Trustee, satisfactory to it, to mail the notice provided for in Article V to the owners of the Bonds being refunded; iii) Either (1) moneys in an amount sufficient to effect payment at the applicable Redemption Price or principal payment amount of the Bonds to be refunded or paid, respectively, together with accrued interest on such Bonds to the redemption or maturity date, which moneys shall be held by the Trustee or any one or more of the Paying Agents in a separate account irrevocably in trust for and assigned to the respective owners of the Bonds to be refunded or paid, or(2) Governmental Obligations in such principal amounts, of such maturities, bearing such interest, and otherwise having such terms and qualifications, as shall be necessary to comply with the provisions of Article X hereof, which Governmental Obligations shall be held in trust and used only as provided in said Article X, or (3) any combination of cash and/or Governmental Obligations as described in subparagraphs (1) or(2) above. Section 2.10 Form of Additional Bonds. Additional Bonds shall be issued in the form set forth in the Supplemental Indenture authorizing the issuance of such Series of Additional Bonds with such appropriate variations, omissions and insertions as are permitted or required by this Indenture or otherwise deemed necessary by the Issuer,the Trustee or the Registrar. Section 2.11 Book-Entry System. The Issuer has determined that the Series 20_ Bonds shall be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the Series 20_ Bonds effected by book-entry on the books of the central depository system. The Series 20_ Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Series 20_ Bonds. Upon initial issuance, the ownership of such Series 20_Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20 Bond is registered in the name of CEDE & CO. as nominee of the Depository Company, all 14 payments with respect to the principal of and premium, if any, and interest on such Series 20_ Bond and all notices with respect to such Series 20_ Bond shall be made and given, respectively, to the Depository Company as provided in a representation letter from the Authority to the Depository Company. With respect to the Series 20 Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Issuer and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ("Beneficial Owner"), of the Series 20_ Bonds with respect to (i) the accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any notice with respect to the Series 20_Bonds including any notice of redemption, or(iii) the payment to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Series 20 Bonds, except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated Series 20_ Bond evidencing an obligation of the Issuer to make payments of the principal of and premium, if any, and interest on the Series 20 Bonds pursuant to the Indenture. The Issuer and the Registrar and Paying Agent may treat as and deem The Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Series 20_Bonds for the purpose of i) payment of the principal of and premium, if any, and interest on such Series 20_Bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such Bonds; (iii) registering transfers with respect to such Series 20_ Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by Bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Series 20_ Bonds only to or upon the order of The Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Issuer's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the Series 20_Bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Issuer of written notice to the effect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Indenture shall refer to such new nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20_ Bond is registered in the name of CEDE & CO. as nominee of The Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Series 20_ Bond and all notices with respect to such Series 20_ Bond shall be made and given, respectively, to The Depository Trust Company as provided in a representation letter from the Issuer to The Depository Trust Company. Upon receipt by the Issuer of written notice from The Depository Trust Company to the effect that The Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of The Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Series 20_ Bonds shall no longer be restricted to being registered in the register of the Issuer kept by the Registrar in the name of CEDE & CO., 15 as nominee of The Depository Trust Company,but may be registered in whatever name or names the Bondholders transferring or exchanging Series 20_ Bonds shall designate, in accordance with the provisions of the Indenture. If the Issuer determines that it is in the best interest of the Bondholders that they be able to obtain certificates for the fully registered Series 20_ Bonds, the Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the availability through The Depository Trust Company of certificates for the Series 20 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Series 20_ Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer and the Registrar to do so, the Registrar and the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered Series 20_ Bonds of any Beneficial Owner's Depository Trust Company account or ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Series 20_Bonds. If the Series 20_Bonds shall no longer be restricted to being registered in the name of a depository trust company, the Registrar shall cause the Series 20_Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such Bonds printed until it shall have received from the Issuer indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Registrar with respect to any consent or other action to be taken by Bondholders, the Issuer or the Registrar, as the case may be, shall establish a record date for such consent or other action and give The Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as the Series 20_ Bonds are registered in the name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Series 20_Bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the Series 20 Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the Bondholders for purposes of this Indenture and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the Bondholders. Along with any such certificate or representation, the Registrar may request The Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner's interest in the Series 20_ Bonds and the current addresses of such Beneficial Owners. If the Book Entry System is no longer in effect, registered owners of Series 20_ Bonds may, upon surrender thereof at the principal corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, exchange a Series 20_Bond or Series 16 20_ Bonds for a bond or bonds of equal aggregate principal amount of the same maturity and interest rate of any authorized denominations. For every exchange or transfer of Series 20_ Bonds, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The cost of preparing each new Series 20 Bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. The Trustee shall not be obliged to make any transfer or exchange of any Series 20_Bond called for redemption within thirty days of the redemption date. End of Article II) 17 ARTICLE III APPLICATION OF SERIES 20 BOND PROCEEDS AND OTHER FUNDS Section 3.1 Deposit of Series 20 Bond Proceeds. The Issuer shall deposit with the Trustee the Net Proceeds from the sale of the Series 20_ Bonds, which consists of an amount equal to $ which amount represents the par amount of the Series 20_ Bonds plus original issue premium ($ less an underwriter's discount to be retained by the Underwriter, and less the premium for the Series 20_Debt Service Reserve Fund Credit Facility allocable to the Series 20_ Bonds to be paid to by the Underwriter directly to the Series 20_ Credit Provider, for and on behalf of the Issuer and the Trustee shall deposit the Net Proceeds as follows a) $ of such amount shall be deposited into the Construction Fund and disbursed therefrom for the purposes described in Section 4.5(b)hereof; and b) $constituting the remainder of the Net Proceeds of the Series 20_ Bonds) shall be deposited into the Expense Fund and disbursed therefrom for the purposes described in Section 4.6(b)hereof. Section 3.2 Deposit of Proceeds of Additional Bonds. The Trustee shall deposit the net proceeds of any subsequent Series of Bonds as provided in the Supplemental Indenture for that Series of Bonds. End of Article III) 18 ARTICLE IV REVENUE AND FUNDS Section 4.1 Source of Payment of the Bonds. The Bonds herein authorized and all payments to be made by the Issuer hereunder are not general obligations of the Issuer but are limited obligations payable solely from the Pledged Revenues pledged and assigned for their payment in accordance with this Indenture and the Bond Ordinance. No covenant or agreement contained in the Bonds or this Indenture shall be deemed to be a covenant or agreement of any member, director, officer, agent, attorney or employee of the Issuer in his or her individual capacity, and no member, director, officer, agent, attorney, or employee of the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Section 4.2 Creation of Funds. There are hereby created and ordered established the following funds and accounts to be held by the Trustee: a) the Bond Fund; b) the Construction Fund; c) the Expense Fund; d) the Debt Service Reserve Fund; and e) the Rebate Fund. Upon the written request of the Issuer, the Trustee shall establish and maintain hereunder such additional funds, accounts or subaccounts as the Issuer may specify from time to time to the extent that in the judgment of the Trustee the establishment of such funds, accounts or subaccounts are not to the material prejudice of the Trustee or the Bondholders Section 4.3 Bond Fund. a) Moneys in the Bond Fund shall be applied as provided in this Section 4.3. There shall be deposited in the Bond Fund, at such times prescribed by Section 4.3(b) hereof, the Pledged Revenues in an amount equal to the payments due on the Bonds on the next Interest Payment Date and overdue principal and interest payments on outstanding Bonds, together with all Annual Fees coming due within the next six(6)months with respect to the Bonds. b) The Issuer hereby covenants and agrees that so long as any of the Bonds issued hereunder are outstanding it will deposit, or cause to be paid to Trustee for deposit in the Bond Fund for its account, prior to 10:00 a.m., Eastern Time, at least three (3) business days immediately preceding each Interest Payment Date, sufficient sums from revenues and receipts derived from the Pledged Revenues, promptly to meet and pay the amounts required under Section 4.3(a) hereof. Nothing herein should be construed as requiring the Issuer to deposit or cause to be paid to Trustee for deposit in the Bond Fund, funds from any source other than receipts derived from the Pledged Revenues and amounts on deposit in the Debt Service Reserve Fund. The Trustee is hereby directed to deposit any Pledged Revenues received into the Bond Fund in the manner prescribed in this Section 4.3 and in Section 4.4 hereof. Moneys in the Bond 19 Fund shall be used by the Trustee to pay the interest on and principal of the Bonds as the same becomes due at maturity, redemption or upon acceleration, together with the Annual Fees described in subsection (a) in that sequence or order of priority. If necessary, the Trustee shall transmit such funds to the Paying Agent for any series of Bonds in sufficient time to ensure that such interest will be paid as it becomes due. Section 4.4 Deposit of Pledged Revenues. a) On or before 10:00 a.m., Eastern Time, at least three (3) business days immediately preceding each Interest Payment Date, commencing on February 1, 2019, the Trustee shall deposit the Pledged Revenues (as received from the Redevelopment Commission in accordance with the TIF Pledge Resolution) into the Bond Fund, but no more than shall be necessary for the payment of the principal of and interest on the Bonds on the immediately succeeding Interest Payment Date (taking into consideration any amounts currently deposited therein) and overdue principal and interest payments on outstanding Bonds, together with Annual Fees coming due within the next six (6)months. b) Any amounts remaining from deposits described in Section 4.4(a) shall be applied by the Trustee as follows: (i)first, to be transferred into the Debt Service Reserve Fund for the purpose of replenishing the Debt Service Reserve Fund to the Reserve Requirement with respect to the Bonds, (ii) second, to be transferred into the Debt Service Reserve Fund for the purpose of satisfying any Debt Service Reserve Fund Reimbursement Obligation for any Reserve Fund Credit Facility, including all Credit Facility Costs, and (iii) third, to redeem outstanding Bonds in accordance with Section 5.1 hereof, as directed by the Issuer, or to be released and returned to the Issuer and used for any other purpose permitted by the Act. c) The obligations hereunder to deposit and apply the Pledged Revenues shall be absolute and unconditional and shall not be impaired by the failure of the Financing Agreement to be in effect or the default by the Public Library thereunder. Section 4.5 Construction Fund. a) A portion of the Net Proceeds received from the sale of the Series 20 Bonds shall be deposited with the Trustee in trust in the Construction Fund in an amount required to be deposited therein pursuant to Article III hereof. Moneys held in the Construction Fund representing proceeds of the sale of the Series 20_ Bonds shall be disbursed by the Trustee in accordance with the provisions of this Section to pay the costs of completing the Project approved by the Issuer. Subject to the limitations below and any applicable conditions precedent, limitations, restrictions, representations, warranties and covenants contained in the Financing Agreement or this Indenture, or the Tax Certificate, disbursements from the Construction Fund shall be made only to pay (or to reimburse the Public Library or its designee for payment of)the Annual Fees and costs of the Project approved by the Issuer, as follows: 1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Project, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and 20 other services; demolition; labor, services and materials; and recording of documents and title work; 2) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project, as the case may be; 3) Any financial, legal and accounting charges and expenses or other incidental and necessary costs, expenses, fees and charges approved by the Issuer relating to the acquisition, construction, expansion, equipping, installation or improvement of the Project, as the case may be. Any disbursements from the Construction Fund described above to pay such fees, costs or expenses (or to reimburse the Public Library for the payment of such fees, costs or expenses) shall be made by the Trustee only upon the written request of an Authorized Representative for the Public Library, with the prior written approval of the Issuer. Each such written request shall be in the form of the disbursement request attached as Exhibit B hereto and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. The Trustee shall not make any disbursements from the Construction Fund without the prior written approval of the Issuer. Following the completion of the Project, the Issuer will file or cause the Borrower to file an Affidavit of Completion with the Trustee. If any money remains in the Construction Fund after the filing of such Affidavit of Completion, the Issuer may direct the Trustee to disburse such remaining funds for other expenditures as permitted by law, or may direct the Trustee to transfer all such moneys to the Bond Fund. b) In making disbursements from the Construction Fund or any accounts thereof, the Trustee may rely upon such invoices or other appropriate documentation supporting the payments or reimbursements without further investigation. The Trustee shall not be bound to make an investigation into the facts or matters stated in any written request. The Trustee shall not be responsible for determining whether the funds on hand in the Project Fund are sufficient to complete the Project. The Trustee shall have no responsibility whatsoever to disburse or transfer funds absent written instructions from the Issuer. Section 4.6 Expense Fund. The Trustee shall deposit into the Expense Fund the moneys required to be deposited therein pursuant to the provisions of Article III hereof. The Trustee shall disburse the funds held in the Expense Fund to pay Costs of Issuance for the Series 20_ Bonds or to reimburse the Issuer for amounts previously advanced for such costs as set forth in Exhibit C hereto (without further approval of the Issuer). Any amounts remaining in the Expense Fund one-hundred twenty (120) days after the issuance of the Series 20_ Bonds will be transferred to the Bond Fund to be used to pay debt service on the Series 20_ Bonds, at which time the Expense Fund may, at the direction of the Issuer,be closed. Section 4.7 Debt Service Reserve Fund. 21 a) The Trustee will deposit in the Debt Service Reserve Fund all moneys required to be deposited therein pursuant to Article III or Article IV hereof, together with such other moneys as directed by the Issuer, to cause the balance of the Debt Service Reserve Fund to be equal to the Debt Service Reserve Requirement, shall invest such funds pursuant to the Indenture and shall disburse the funds held in the Debt Service Reserve Fund to the Bond Fund on the date which is two (2) business days prior to the next preceding each Interest Payment Date, if the moneys in the Bond Fund are not sufficient to make the payments of principal and interest required to be made on the Bonds on such date after taking into account available funds on deposit in the Bond Fund after making all transfers required to be made under this Indenture. b) The Trustee shall transfer the funds held in the Debt Service Reserve Fund to the Bond Fund for the timely payment of the principal of and interest on the Bonds, but only in the event that moneys in the Bond Fund are insufficient to pay such amount of principal and interest due on the Bonds after making all transfers required to be made under the Indenture. c) If the balance of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, the Trustee shall move the cash or Qualified Investments in excess of the Debt Service Reserve Requirement from the Debt Service Reserve Fund to the Construction Fund prior to the filing of the Affidavit of Project Completion and thereafter to the Bond Fund. d) The Issuer may cause to be deposited into the Debt Service Reserve Fund, for the benefit of the holders of the Bonds, a Debt Service Reserve Fund Credit Facility. If such deposit causes the Debt Service Reserve Fund combined balance to be equal to the Reserve Requirement, moneys in the Debt Service Reserve Fund which cause their combined balance to be in excess of the Debt Service Reserve Requirement shall be moved to the Project Fund or the Bond Fund, as directed by the Issuer. If a disbursement is made pursuant to a Debt Service Reserve Fund Credit Facility, the Issuer shall be obligated (but solely from amounts available under the Indenture, including the Pledged Revenues), within twelve months from the date on which such disbursement was made, to cure such deficiency, by either (i) reinstating the maximum limits of such Debt Service Reserve Fund Credit Facility or (ii) depositing cash into the Debt Service Reserve Fund, or a combination of such alternatives, so that the balance of the Debt Service Reserve Fund equals the Debt Service Reserve Requirement. The Trustee shall include in the total amount held in the Debt Service Reserve Fund an amount equal to the maximum principal amount which could be drawn by the Trustee under any such Debt Service Reserve Fund Credit Facility on deposit with the Trustee. Amounts required to be deposited in the Debt Service Reserve Fund shall include any amount required to satisfy a Debt Service Reserve Fund Reimbursement Obligation for any Debt Service Reserve Fund Credit Facility. The Trustee is authorized to transfer the amounts to satisfy the Debt Service Reserve Fund Reimbursement Obligations to the provider of the Debt Service Reserve Fund Credit Facility. e) Notwithstanding the foregoing, for so long as the Series 20_ Debt Service Reserve Fund Credit Facility remains in full force and effect, the following provisions shall apply: Section 4.8 Rebate Fund. Any provision hereof to the contrary notwithstanding, amounts deposited in or credited to the Rebate Fund shall be free and clear of any lien hereunder. If, in order to maintain the exclusion of interest on any Series of Bonds (including the Series 20 Bonds) from gross income for federal income tax purposes under Section 103 of the Code, 22 the Issuer is required to rebate portions of investment earnings to the United States government, the Issuer shall annually cause to be computed the amount required to be so rebated, or, if the provisions of Section 148(f)(4)(C)(vii) of the Code apply, the Issuer shall semiannually cause to be computed the amount of the penalty to be paid in lieu of rebate. Upon receipt of such computation, the Trustee shall at the direction of the Issuer deposit such amount in the Rebate Fund from the Construction Fund, the Expense Fund, the Debt Service Reserve Fund or investment earnings on the Bond Fund. The Trustee shall pay required rebate or penalties from the Rebate Fund as directed by the Issuer and as required by Section 148 of the Code. Such payments shall be made by the Trustee without any further authorization or direction, other than as stated herein. Section 4.9 Trust Funds. All moneys and securities received by the Trustee under the provisions of this Indenture shall be trust funds under the terms hereof and shall not be subject to lien or attachment of any creditor of the Issuer or of the Public Library. Such moneys shall be held in trust for the benefit of the Purchaser and applied in accordance with the provisions of this Indenture. Section 4.10 Investment. Moneys on deposit in the Funds established in this Article IV hereof shall be invested as provided in Section 6.5 hereof. End of Article IV) 23 ARTICLE V REDEMPTION OF BONDS PRIOR TO MATURITY Section 5.1 Redemption Dates and Prices. a)The Series 20_ Bonds maturing on or after 1, 20 are subject to redemption at the option of the Issuer on any date on or after 1, 20 in whole or in part, in order of maturity determined by Issuer and by lot within maturities, at face value, plus accrued interest to the date fixed for redemption and without premium. b)The Series 20_ Bonds maturing on 1, 20_, 1, 20_, and 1, 20 are subject to mandatory sinking fund redemption prior to maturity on the dates and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption: 24 The Trustee shall credit against the mandatory sinking fund requirement for any Term Bonds, and corresponding mandatory sinking fund redemption obligation, in the order determined by the Issuer, any such Term Bonds which have previously been redeemed otherwise than as a result of a previous mandatory sinking fund redemption requirement) or delivered to the Trustee, the Registrar or the Paying Agent for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Trustee at 100%of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund redemption date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of Term Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Trustee, the Registrar or the Paying Agent shall only credit such Term Bonds to the extent received on or before forty-five (45) days preceding the applicable mandatory sinking fund redemption date stated above. Section 5.2 Notice to Trustee of Intent to Redeem. To evidence its intention to exercise the right of redemption of any Bonds, the Issuer shall, not less than forty-five (45) days prior to the date selected for redemption, file with the Trustee written notice of its intention to redeem, designating the date fixed for redemption, and if less than all of the outstanding Bonds are to be redeemed stating the aggregate principal amount of Bonds which the Issuer desires to redeem. No failure or defect in such notice by the Issuer to the Trustee shall affect the validity of the redemption of any Bonds. Section 5.3 Notice to Bondholders of Redemption. In the case of redemption of Bonds pursuant to Section 5.1 hereof, unless waived by the registered owners of the Bonds to be redeemed, notice of the call for any such redemption identifying the Bonds, or portions of fully registered Bonds, to be redeemed shall be given by mailing a copy of the redemption notice by first-class mail not less than thirty (30) days nor more than forty-five (45) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books. Any notice of redemption required under this section shall identify the Bonds to be redeemed including the complete name of the Bonds, the interest rate, the issue date, the maturity date, the respective certificate numbers (and, in the case of a partial redemption, the respective principal amounts to be called) and shall state(i) the date fixed for redemption, (ii) the redemption price, (iii) that the Bonds called for optional redemption in full must be surrendered to collect the redemption price, (iv) the address of the corporate trust office of the Trustee at which the Bonds must be surrendered together with the name and telephone number of a person to contact from the office of the Trustee, (v) any condition precedent to such redemption, (vi) that on the date fixed for redemption, and upon the satisfaction of any condition precedent described in the notice, the redemption price will be due and payable upon each such Bond or portion thereof and that interest on the Bonds called for redemption ceases to accrue on the date fixed for redemption, and (vii) that if such condition precedent is not satisfied, such notice of redemption is rescinded and of no force and effect, and the principal and premium, if any, shall continue to bear interest on and after the date fixed for redemption at the interest rate borne by the Bond; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any such registered Bond shall not affect the validity of any proceedings for the redemption of other Bonds. 25 On and after the redemption date specified in the aforesaid notice, such Bonds, or portions thereof, thus called shall not bear interest, shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture, and the holders thereof shall have the right only to receive the redemption price thereof plus accrued interest thereon to the date fixed for redemption. Notice of any redemption hereunder required to be given to the owners with respect to the Series 20 Bonds held under a book-entry system shall be given by the Trustee only to the Depository, or its nominee, as the holder of such Series 20 Bonds. Section 5.4 Cancellation. All Bonds which have been redeemed in whole shall be canceled and cremated or otherwise destroyed by the Trustee and shall not be reissued, and a counterpart of the certificate of cremation or other destruction evidencing such cremation or other destruction shall be furnished by the Trustee to the Issuer. Section 5.5 Redemption Payments. Prior to the date fixed for redemption in whole, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of the Bonds or portions thereof called,together with accrued interest thereon to the redemption date. Upon the giving of notice and the deposit of funds for redemption, interest on the Bonds thus called shall no longer accrue after the date fixed for redemption. No payment shall be made by the Trustee upon any Bond being optionally redeemed in full until such Bond shall have been delivered for payment or cancellation or the Trustee shall have received the items required by Section 2.7 hereof with respect to any mutilated, lost, stolen or destroyed Bond. Section 5.6 Partial Redemption of Bonds. If fewer than all of the Bonds at the time outstanding are to be called for redemption, the maturities of Bonds or portions thereof to be redeemed shall be selected by the Trustee at the direction of the Issuer. If fewer than all of the Bonds within a maturity are to be redeemed, the Trustee shall apply moneys available for redemption on a pro rata basis, based on the respective portion of the principal amount of Bonds held by the respective owners of the Bonds within such maturity that shall be redeemed. The Trustee shall call for redemption in accordance with the foregoing provisions as many Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Bonds or portions thereof shall be optionally redeemed only in the minimum principal amount of$5,000 or integral multiples thereof. If less than the entire principal amount of any registered Bond then outstanding is called for redemption, then upon notice of redemption given as provided in Section 5.3 hereof, the owner of such registered Bond shall forthwith surrender such Bond to the Trustee in exchange for (a) payment of the redemption price of, plus accrued interest on the principal amount thereof called for redemption to the redemption date, and (b) a new Bond or Bonds of like series in an aggregate principal amount equal to the unredeemed balance of the principal amount of such registered Bond, which shall be issued without charge therefor. End of Article V) 26 ARTICLE VI GENERAL COVENANTS Section 6.1 Payment of Principal and Interest. The Issuer covenants that it will promptly pay the principal of and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof. The principal of and interest on the Bonds are payable solely and only from the Trust Estate, consisting of funds and accounts held under the Indenture and the Pledged Revenues, which revenues are specifically pledged and assigned to the payment of the Bonds in the manner and to the extent herein specified, and nothing in the Bonds or in this Indenture should be considered as pledging any other funds or assets of the Issuer. The Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer, the State of Indiana, or any political subdivision or taxing authority thereof within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana, or any political subdivision or taxing authority thereof. The Bonds, as to both principal and interest, are not an obligation or liability of the Issuer, the State of Indiana, or of any political subdivision or taxing authority thereof, but are special limited obligations of the Issuer and are payable solely and only from the Trust Estate, consisting of funds and accounts held under the Indenture and the Pledged Revenues pledged and assigned for payment of the Bonds in accordance with the Indenture. Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of or the interest on the Bonds. The Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of or interest on the Bonds. The Issuer has no taxing power with respect to the Bonds. No covenant or agreement contained in the Bonds, the Financing Agreement, or the Indenture shall be deemed to be a covenant or agreement of any member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission, or the Issuer in his or her individual capacity, and no member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission, or the Issuer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. Under no circumstances shall the Public Library be liable for making any payments due under this Indenture or on the Bonds, including any payment of principal of,premium, if any, or interest on the Bonds. Section 6.2 Performance of Covenants. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings of its members pertaining thereto. The Issuer represents that it is duly authorized under the constitution and laws of the State of Indiana to issue the Bonds authorized hereby and to execute this Indenture, and to pledge and assign the Pledged Revenues in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken; and that the Bonds in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the Issuer according to the import thereof, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws, judicial decisions and principles of equity relating to or 27 affecting creditors' rights generally and subject to the valid exercise of the constitutional powers of the Issuer,the State of Indiana and the United States of America. Section 6.3 Instruments of Further Assurance. The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, mortgaging, conveying, pledging, assigning and confirming unto the Trustee, the Trust Estate pledged hereby to the payment of the principal of and interest on the Bonds. Section 6.4 Filing of Indenture and Security Instruments. The Issuer shall cause this Indenture and all supplements thereto as well as such other security instruments, financing statements and all supplements thereto and other instruments as may be required from time to time to be filed in such manner and in such places as may be required by law in order to fully preserve and protect the lien hereof and the security of the holders and owners of the Bonds and the rights of the Trustee hereunder. This section shall impose no duty to record or file the instruments noted above where filing or recordation is not required by law in order to perfect a security interest. Continuation of financing statements may be filed without consent of the debtor parties thereto. Section 6.5 List of Bondholders. The Trustee will keep on file at the principal office of the Trustee a list of names and addresses of the holders of all Bonds. At reasonable times and under reasonable regulations established by the Trustee, said list may be inspected and copied by the holders and/or owners (or a designated representative thereof) of 25% or more in principal amount of Bonds then outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee. Section 6.6 Investment of Funds. All moneys held by the Trustee in any Fund established by this Indenture shall, at the written direction of the Issuer, be invested in Qualified Investments to the extent permitted by law. For so long as the Trustee is in compliance with the provisions of this section, the Trustee shall not be liable for any investment losses. All such investments shall at all times be a part of the fund or account in which the moneys used to acquire such investments had been deposited, and all income derived from the investment of moneys on deposit in such fund shall be deposited in or credited to and any loss resulting from such investment will be charged to the corresponding Fund from which such investment was made. Investments of moneys in the respective funds or accounts must be made so as to assure preservation of principal. Moneys in any fund or account shall be invested in Qualified Investments with a maturity date, or a redemption date determined by the Issuer at the Issuer's option, which shall coincide as nearly as practicable with times at which moneys in such funds or accounts will be required for the purposes thereof. The Trustee shall sell and reduce to cash a sufficient amount of such investments in the respective fund or account whenever the cash balance therein is insufficient to pay the amounts contemplated to be paid therefrom at the time those amounts are to be paid. The Trustee is hereby authorized to trade with itself in the purchase and sale of securities for investments. Neither the Trustee nor the Issuer shall be liable or responsible for any loss resulting from any investment. All such investments shall be held by or under the control of the Trustee or the Issuer, as applicable, and any income resulting therefrom shall be applied in the manner specified in this Indenture. The Public Library is not authorized or entitled to direct, or obligated to make, investments of Bond proceeds or any other 28 funds held under this Indenture. Although the Issuer recognizes that it may obtain a broker confirmation at no additional cost, the Issuer hereby agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. Section 6.7 Non-presentment of Bonds. In the event any Bond shall not be presented for payment when the final payment of principal thereof becomes due, either at maturity, or at the date fixed for optional redemption in full thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made available to Trustee for the benefit of the holder or holders thereof, all liability of the Issuer to the holder thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds for five (5) years without liability for interest thereon, for the benefit of the holder of such Bond, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, such Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within five (5) years after the date on which the same shall become due shall be repaid by the Trustee to the Issuer, and thereafter Bondholders shall be entitled to look only to the Issuer for payment, and then only to the extent of the amount so repaid. Section 6.8 Destruction of Bonds. Whenever any outstanding Bond shall be delivered to the Trustee for cancellation pursuant to this Indenture or upon payment of the principal amount or interest represented thereby or for replacement pursuant to Section 2.7, such Bond shall be cancelled and destroyed by the Trustee and a counterpart of a certificate of destruction evidencing such destruction shall be furnished by the Trustee to the Issuer. Section 6.9 Issuer Indemnity. To the extent authorized by law, the Issuer shall indemnify and hold harmless the Trustee against any and all loss, damage, claims, expense and liability arising out of or in connection with the acceptance of administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, the Public Library, any bondholder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that such loss, damage, claim, expense or liability is determined by a court of competent jurisdiction to have been caused solely by Trustee's gross negligence or willful misconduct. Section 6.10 Tax Covenants; Issuance of Taxable Bonds. a) To assure the continuing exclusion of the interest on any Series of Bonds including the Series 20_ Bonds) from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code, the Issuer covenants and agrees as follows: i) It will not take any action or fail to take any action with respect to such Series of Bonds, that would result in the loss of the exclusion from gross income for federal tax purposes of interest on any of the Bonds pursuant to Section 103 of the Code, nor will the Issuer act in any other manner which would adversely affect such exclusion; 29 and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, all as in effect on the date of delivery of the particular Series of Bonds. ii) These covenants are based solely on current law in effect and in existence on the date of delivery of each Series of Bonds. iii) It shall not be an Event of Default under this Indenture if the interest on any of the Bonds is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not currently in effect and in existence on the date of the issuance of such Series of Bonds. iv) It will rebate any necessary amounts to the United States of America to the extent required by the Code, as provided in Section 4.9 of this Indenture. b) Notwithstanding any other provision of this Indenture to the contrary, the foregoing covenants and authorizations (the "Tax Sections"), which are designed to preserve the continuing exclusion of the interest on a Series of Bonds from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code, need not be complied with if the Issuer receives an Opinion of Bond Counsel that any Tax Section is unnecessary to preserve the continuing exclusion of the interest on such Series of Bonds from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code. In making any determination regarding the covenants, the Issuer may rely on an Opinion of Bond Counsel which shall be addressed to the Issuer and the Trustee. c) Notwithstanding any other provision of the Indenture to the contrary, the Issuer may elect to issue a Series of Bonds, the interest on which is not excludable from gross income for federal tax purposes, so long as such election does not adversely affect the exclusion from gross income of interest for federal tax purposes on any other Series of Bonds, by making such election on the date of delivery of such Series of Bonds. In such case, the Tax Sections in this Indenture shall not apply to such Series of Bonds. End of Article VI) 30 ARTICLE VII DEFAULTS AND REMEDIES Section 7.1 Events of Default. Each of the following events is hereby declared an event of default,"that is to say, if a) payment of any principal or interest payable on the Bonds shall not be made when the same is due and payable, whether at the stated maturity thereof, or upon proceedings for the redemption thereof; or b) the Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Indenture or any agreement supplemental hereto on the part of the Issuer to be performed, and such default shall continue for sixty (60) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of all of the Bonds then outstanding hereunder; or c) the Issuer shall fail to apply the Pledged Revenues as required by Article IV of this Indenture. Section 7.2 Remedies: Rights of Bondholders. a) If an event of default occurs, the Trustee may pursue any available remedy by suit at law or in equity to enforce the payment of the principal of and interest on the Bonds then outstanding, and to enforce any obligations of the Issuer hereunder. b) Upon the occurrence of an event of default, and if directed so to do by the Requisite Bondholders and indemnified as provided in Section 8.1 hereof, the Trustee shall be obligated to exercise one or more of the rights and powers conferred by this Article as the Trustee, being advised by Counsel, shall deem most expedient in the interests of the Bondholders. c) No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bondholders hereunder or now or hereafter existing at law or in equity or by statute. d) No delay or omission to exercise any right or power accruing upon any event of default shall impair any such right or power or shall be construed to be a waiver of any event of default or acquiescence therein, and every such right and power may be exercised from time to time as may be deemed expedient. e) No waiver of any event of default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies consequent thereon. 31 Section 7.3 Right of Bondholders to Direct Proceedings. The Requisite Bondholders shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, the method and the place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. Section 7.4 Application of Moneys. a) All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee or the Issuer, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: 1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereof, without any discriminations or privilege; SECOND: To the payment to the persons entitled thereto of the unpaid principal of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due, and if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD: To the payment of the balance, if any, to the Issuer or to whosoever may be lawfully entitled to receive the same upon its written request, or as any court of competent jurisdiction may direct. 2) If the principal of all the Bonds shall have become due, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. b) Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. 32 Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. c) Whenever all principal of and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid as provided in Article IV hereof. Section 7.5 Remedies Vested In Trustee. All rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any holders of the Bonds, and any recovery of judgment shall, subject to the provisions of Section 7.4 hereof, be for the equal benefit of the holders of the outstanding Bonds. Section 7.6 Rights and Remedies of Bondholders. No holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust thereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in subsection (g) of Section 8.1, nor unless also such default shall have become an event of default and the Requisite Bondholders shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in Section 8.1 hereof, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its, his, or their own name or names. Such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder, it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the holders of all Bonds then outstanding. Nothing in this Indenture contained shall, however, affect or impair the right of any Bondholder to enforce the covenants of the Issuer to pay the principal of and interest on each of the Bonds issued hereunder to the respective holders thereof at the time, place, from the source and in the manner in said Bonds expressed. Section 7.7 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer and the Trustee shall be restored to 33 their former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 7.8 Waivers of Events of Default. The Trustee may in its discretion waive any event of default hereunder and its consequences and rescind any declaration of maturity of principal of and interest on the Bonds, and shall do so upon the written request of(1) the holders of all of the Bonds then outstanding in respect of which default in the payment of principal or interest exists, or (2) the Requisite Bondholders in the case of any other default; provided, however, that there shall not be waived without the consent of all Bondholders (a) any event of default in the payment of the principal of any outstanding Bonds at the date of maturity specified therein, or (b) any default in the payment when due of the interest on any such Bonds unless prior to such waiver or rescission, arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal when due, as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. End of Article VII) 34 ARTICLE VIII THE TRUSTEE Section 8.1 Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but no implied covenants or obligations shall be read into this Indenture against the Trustee. a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of Counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Public Library). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; but the Trustee may require of the Issuer full information and advice as to the performance of the covenants, conditions and agreements aforesaid or as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture. c) The Trustee shall not be accountable for the use of any Bonds authenticated by it or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bonds, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer by its duly authorized officers as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Trustee has been notified 35 as provided in subsection (g) of this Section, or of which pursuant to said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect. f) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. h) [RESERVED] i) The Trustee shall not be required to give any bonds or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. j) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. k) Before taking any action under this Section 8.1 or otherwise and notwithstanding any other provision of this Indenture, the Trustee shall have the right,but shall not be required,to demand, as a condition of any action by the Trustee in respect of the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, a) any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof deemed appropriate by the Trustee, in addition to that required by the terms hereof, and b) that indemnity satisfactory to Trustee in its sole discretion be furnished to it for the reimbursement of all expenses to which it may be put and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture. 36 1) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon. m) If any event of default under this Indenture shall have occurred and be continuing, the Trustee may exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care as a prudent man would exercise or use in the circumstances in the conduct of his own affairs. n) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. The Issuer shall follow up any unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, by immediately mailing the original documents to the Trustee. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reasonable reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. Section 8.2 Fees, Charges and Expenses of the Trustee. The Trustee, Registrar and Paying Agent shall be entitled to payment and/or reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon an event of default, but only upon an event of default, the Trustee shall have a right of payment prior to payment on account of interest on or principal of any Bond for the foregoing advances, fees, costs and expenses incurred. If the Trustee renders any service hereunder not provided for in this Indenture, or the Trustee is made a party to or intervenes in any litigation pertaining to this Indenture or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Issuer for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees occasioned thereby, and fees for its services rendered in accordance with the Trustee's then current fee schedule for default administration. No provision of this Indenture shall require the Trustee to expend, or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 8.3 Notice to Bondholders if Default Occurs. If an event of default occurs of which the Trustee is by subsection (g) of Section 8.1 hereof required to take notice or if notice of an event of default be given as in said subsection(g) provided, then the Trustee shall give written 37 notice thereof by registered or certified mail to the last known holders of all Bonds then outstanding shown by the list of Bondholders required by the terms of this Indenture to be kept at the office of the Trustee. Section 8.4 Intervention by Trustee. In any judicial proceeding to which the Issuer is a party and which in the reasonable judgment of the Trustee and its counsel has a substantial bearing on the interests of holders of the Bonds, the Trustee may intervene on behalf of Bondholders and, subject to the provisions of Section 8.1(k), shall do so if requested in writing by the Requisite Bondholders. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 8.5 Successor Trustee. Any Public Library or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any Public Library or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Trustee hereunder and vested with all of the title to the whole property or trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.6 Resignation by the Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty days' written notice to the Issuer and by registered or certified mail to each registered owner of Bonds then outstanding and to each holder of Bonds as shown by the list of Bondholders required by this Indenture to be kept at the office of the Trustee, and such resignation shall take effect at the end of such thirty(30) days, or upon the earlier appointment of a successor Trustee by the Bondholders or by the Issuer. Such notice to the Issuer may be served personally or sent by registered or certified mail. Section 8.7 Removal of the Trustee. The Trustee may be removed at any time after thirty (30) days' prior written notice and payment of its fees and expenses by an instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer and signed by all the Bondholders. Section 8.8 Appointment of Successor Trustee by the Bondholders; Temporary Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of Bonds then outstanding, by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys-in-fact, duly authorized; provided, nevertheless, that in case of such vacancy, the Issuer, by an instrument executed by one of its duly authorized officers, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondholders in the manner above provided; and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the Trustee so appointed by such Bondholders. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank, having a reported capital and surplus of not less than Fifty 38 Million Dollars ($50,000,000) if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. Section 8.9 Concerning Any Successor Trustees. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed by the successor Trustee in each office, if any, where the Indenture shall have been filed. Section 8.10 Trustee Protected in Relying Upon Resolutions, etc. Subject to the conditions contained herein, the resolutions, ordinances, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the release of property and the withdrawal of cash hereunder. The Trustee may act on advice or opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good faith and in reliance on such advice or opinion of Counsel. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of holders of the Bonds, each representing less than a majority in aggregate principal amount of the Bonds outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and the Trustee may, in its discretion, take other actions. Section 8.11 Conditions for Trustee Action. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. The Trustee shall be under no obligation to institute any suit, or to undertake any action under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other anticipated disbursements, and against all liability except to the extent determined by a court of competent jurisdiction to have been caused solely by its own gross negligence or willful misconduct. Nevertheless, the Trustee may begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as the Trustee, without indemnity, and in such case the Trustee shall, to the extent not reimbursed, reimburse itself from the monies available under this Indenture for all costs and expenses, outlays and counsel fees, and expenses and other reasonable disbursements properly incurred in connection therewith and the Trustee shall be entitled to a preference therefor over any bonds outstanding hereunder as provided in Section 7.4. 39 Section 8.12 Limitations on Trustee Duties. Except for the express duties set forth in this Indenture, the Trustee shall not be responsible for any recital herein, or in the Bonds (except with respect to the certificate of the Trustee endorsed on the Bonds), or for the investment of monies as herein permitted (except that no investment shall be made except in compliance with Section 6.5), or for the recording or re-recording, filing or re-filing of this Indenture, or any supplement or amendment thereto, or the filing of financing statements, or for the validity of the execution by the Issuer of this Indenture, or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof. End of Article VIII) 40 ARTICLE IX SUPPLEMENTAL INDENTURES Section 9.1 Supplemental Indentures Not Requiring Consent of Bondholders. The Issuer and the Trustee may without the consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this Indenture, as shall not be inconsistent with the terms and provisions hereof, for any one or more of the following purposes: a) To cure any ambiguity or formal defect or omission in this Indenture; b) To grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders or the Trustee or any of them; c) To subject to this Indenture additional revenues,properties or collateral; d) To make any other change in this Indenture which, in the judgment of the Trustee, is not to the prejudice of the Trustee, the Issuer,the Public Library or the holders of the Bonds; e) To modify, amend or supplement the Indenture in such manner as required to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar Federal statute hereafter in effect, and, if they so determine, to add to the Indenture such other terms, conditions and provisions as may be required by said Trust Indenture Act of 1939, as amended, or similar federal statute; f) To issue Additional Bonds in accordance with the provisions of Section 2.9 hereof; g) To achieve compliance by this Indenture with any applicable federal securities or tax law; and h) To make amendments to the provisions of this Indenture relating to arbitrage matters under Section 148 of the Code, if the Issuer shall provide the Trustee with an Opinion of Bond Counsel to the effect that such amendments would not cause the interest on any Bonds excluding Bonds issued pursuant to Section 6.10(c) hereof) to be included in gross income of the holders of the Bonds for federal income tax purposes. Section 9.2 Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 9.1 hereof, and subject to the terms and provisions contained in this Section, and not otherwise, the Requisite Bondholders shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided however, that nothing in this section contained shall permit or be construed as permitting (except as otherwise permitted in this Indenture) (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, any Bonds, without the consent of the holder of such Bond, or (b) a reduction in the amount or extension of 41 the time of any payment required by any sinking fund applicable to any Bonds without the consent of the holders of all the Bonds which would be affected by the action to be taken, or (c) the creation of any lien prior to or, except for the lien of parity obligations as provided in this Indenture, on a parity with the lien of the Trust Indenture without the consent of the holders of all the Bonds at the time outstanding, or (d) a reduction in the aforesaid aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, or(f) a privilege or priority of any Bond over any other Bonds, or (g) deprive the owners of any Bonds then outstanding of the lien thereby created. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article which may affect the amount or availability of the Series 20_ Bond proceeds to pay costs of the Project approved by the Issuer shall not become effective unless and until the Public Library shall have consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture together with a copy of the proposed supplemental indenture to be mailed by certified or registered mail to the Public Library at least thirty(30) days prior to the proposed date of execution and delivery of any such supplemental indenture. Section 9.3 Trustee Reliance. In executing any Supplemental Indenture, the Trustee shall receive and will be fully protected in conclusively relying upon an officer's certificate and an opinion of Counsel stating that the execution of such Supplemental Indenture is authorized and permitted by this Indenture and is the legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. End of Article IX) 42 ARTICLE X MISCELLANEOUS Section 10.1 Satisfaction and Discharge. All rights and obligations of the Issuer under this Indenture shall terminate, and such instruments shall cease to be of further effect, and the Trustee shall execute and deliver all appropriate instruments evidencing and acknowledging the satisfaction of this Indenture, and shall assign and deliver to the Issuer any moneys and investments held in any Funds under this Indenture when: a) all fees and expenses of the Trustee shall have been paid; b) the Issuer shall have performed all of its covenants and promises in this Indenture; and c) all Bonds theretofore authenticated and delivered (i) have become due and payable, or (ii) are to be retired or called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee at the expense of the Issuer, or(iii) have been delivered to the Trustee canceled or for cancellation; and, in the case of(i) and (ii) above, there shall have been deposited with the Trustee either cash in an amount which shall be sufficient, or Government Obligations, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee, shall be sufficient to pay when due the principal or redemption price, if applicable, and interest due and to become due on the Bonds and prior to the redemption date or maturity date thereof, as the case maybe. Section 10.2 Defeasance of Bonds. Any Bond shall be deemed to be paid and no longer Outstanding within the meaning of this Article and for all purposes of this Indenture when a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) cash sufficient to make such payment, (2) Governmental Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (3) a combination of cash and such Governmental Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Governmental Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such Bonds as aforesaid until (a) proper notice of redemption of such Bonds shall have been previously given in accordance with Section 5.3 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Issuer shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 10.2 and stating the 43 maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or(b) the maturity of such Bonds. All moneys so deposited with the Trustee as provided in this Section 10.2 may also be invested and reinvested, at the written direction of the Issuer, in Governmental Obligations, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Governmental Obligations in the hands of the Trustee pursuant to this Section 10.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 10.2, all moneys or Governmental Obligations set aside and held in trust pursuant to the provisions of this Section 10.2 for the payment of Bonds including premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including the premium thereon, if any) with respect to which such moneys or Governmental Obligations have been so set aside in trust. Anything in Article 9 hereof to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Section 10.2 for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 10.2 shall be made without the consent of the Owner of each Bond affected thereby. The right to register the transfer of or to exchange Bonds shall survive the discharge of this Indenture. Section 10.3 Application of Trust Money. All money or investments deposited with or held by the Trustee pursuant to Section 10.1 or Section 10.2 shall be held in trust for the holders of the Bonds, and applied by it, in accordance with the provisions of the Bonds and this Indenture, to the payment, either directly or through the Trustee, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Trustee; but such money or obligations need not be segregated from other funds except to the extent required by law. Section 10.4 Consents, etc., of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be executed by such Bondholders in person or by agent appointed in writing. Provided, however, that wherever this Indenture requires that any such consent or other action be taken by the holders of a specified percentage, fraction or majority of the Bonds outstanding, any such Bonds held by or for the account of the Issuer shall not be deemed to be outstanding hereunder for the purpose of determining whether such requirement has been met. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be 44 sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such request or other instrument, namely: a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by affidavit of any witness to such execution. b) The fact of the holding by any person of Bonds transferable by delivery and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by a certificate executed by any trust company, bank or bankers, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such banker, as the property of such party, the Bonds therein mentioned if such certificate shall be deemed by the Trustee to be satisfactory. The Trustee may, in its discretion, require evidence that such Bonds have been deposited with a bank, bankers or trust company, before taking any action based on such ownership. In lieu of the foregoing, the Trustee may accept other proofs of the foregoing as it shall deem appropriate. For all purposes of this Indenture and of the proceedings for the enforcement hereof, such person shall be deemed to continue to be the holder of such Bonds until the Trustee shall have received notice in writing to the contrary. Section 10.5 Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any person other than the parties hereto, the Public Library and the holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained, this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, the Public Library and the holders of the Bonds as herein provided. Section 10.6 Severability. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or Sections in this Indenture contained shall not affect the remaining portions of this Indenture, or any part thereof. Section 10.7 Notices. All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, with proper address as indicated below. The Issuer, the Public Library, and the Trustee may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them 45 shall be sent when required as contemplated by this Indenture. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows: To the Public Library:St. Joseph County Public Library 304 South Main Street South Bend, Indiana 46601 Attention: Library Director To the Issuer: City of South Bend, Indiana 227 W. Jefferson Blvd., Suite 4005 South Bend, Indiana 46601 Attention: City Clerk To the Trustee: Attention: Corporate Trust Department Section 10.8 Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. Section 10.9 Applicable Law. This Indenture shall be governed exclusively by the applicable laws of the State of Indiana. Section 10.10 Immunity of Officers and Directors. No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained against any past, present or future members, officer, directors, agents, attorneys or employees of the Issuer, or any incorporator, member, officer, director, agents, attorneys, employees or trustee of any successor Public Library, as such, either directly or through the Issuer or any successor Public Library, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, members, officers, directors, agents, attorneys; employees or trustees as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and issuance of such Bonds. Section 10.11 Payments or Performance Due on Saturdays, Sundays and Holidays. Except as specifically provided herein, if the last day for making any payment of principal of, redemption price or interest on any Bonds or taking any action, including, without limitation, exercising any remedy, under this Indenture shall be a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then such payment may be made, or such action may be taken, on the next succeeding business day, and, if so made or taken, shall have the same force and effect as if made or taken on the date fixed for payment, 46 redemption or performance as if made on the date otherwise required by this Indenture. The amount of any payment due under this Indenture shall not be affected because payment is made on a date other than the date specified in this Indenture pursuant to this section. Section 10.12 Force Majeure. The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation, acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses or failures, power failures, earthquakes or other disasters. End of Article X) 47 IN WITNESS WHEREOF, the CITY OF SOUTH BEND, INDIANA, has caused these presents to be signed in its name and behalf by the Mayor and its corporate seal to be hereunto affixed and attested by its Clerk, and to evidence its acceptance of the trusts hereby created, U.S. Bank National Association, Indianapolis, Indiana, has caused these presents to be signed in its name and behalf by, and the same to be attested by, its duly authorized officers, all as of the day and year first above written. CITY OF SOUTH BEND, INDIANA By: Mayor SEAL) Attest: Clerk as Trustee By: Printed: Title: Attest: By: _ Printed: Title: 48 EXHIBIT A Form of Series 20 Bonds No. R-1 UNITED STATES OF AM ERICA STATE OF INDIANA ST. JOSEPH COUNTY CITY OF SOUTH BEND, INDIANA TAX INCREMENT ECONOMIC DEVELOPMENT REVENUE BOND, SERIES 20_(COMMUNITY EDUCATION CENTER PROJECT) Interest Maturity Original Authentication Rate Date Date Date CUSIP 20_ 20_ Registered Owner: CEDE & CO. Principal Amount: DOLLARS ($ The City of South Bend, Indiana(the"Issuer"), a municipal Public Library organized and existing under the laws of the State of Indiana, for value received, hereby promises to pay in lawful money of the United States of America to the Registered Owner listed above or registered assigns, but solely from the payments of Pledged Revenues hereinafter referred to pledged and assigned for the payment hereof, the Principal Amount as set forth above, unless this Series 20_ Bond (as hereinafter defined) shall have previously been called for redemption and payment of the redemption price made or provided for, and to pay interest on the unpaid principal amount hereof, in like money, but solely from said payments, at the Interest Rate set forth above, payable on each February 1 and August 1, commencing February 1, 2019 (each an "Interest Payment Date") until the Principal Amount is paid in full. Interest on this Series 20_ Bond shall be payable from the Interest Payment Date next preceding the date of authentication thereof(the Interest Date"), except that: (i) if this Series 20_Bond is authenticated on or prior to January 15, 2019, the interest shall be payable from the Original Date set forth above; (ii) if this Series 20_ Bond is authenticated on or after the fifteenth day of the calendar month immediately preceding an Interest Payment Date (the "Record Date"), the interest shall be payable from such Interest Payment Date; and (iii) if interest on this Series 20_Bond is in default, interest shall be payable from the day after the date to which interest hereon has been paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The final principal and interest payment on this bond is payable upon presentment at the office of as trustee (the "Trustee," "Registrar" or "Paying Agent"), in A-1 Indiana, or at the principal office of any successor trustee. All sinking fund redemption payments and all payments of interest on this bond (except the final interest payment) shall be paid by wire transfer on each interest payment date to the Registered Owner as of the Record Date at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the Registered Owner. All payments of principal and interest on this bond shall be payable in any coin or currency of the United States of America which on the date of such payment shall be legal tender for the payment of public and private debts. This bond is an authorized bond of the Issuer, designated as the City of South Bend, Indiana, Economic Development Tax Increment Revenue Bonds, Series 20_ (Community Education Center Project), dated 20_ (the "Series 20_ Bonds"), issued pursuant to Ordinance , adopted by the Common Council of the Issuer on 20_(the Bond Ordinance") and under and secured by a Trust Indenture, dated as of 1, 20_ the "Indenture"), duly executed and delivered by the Issuer to the Trustee, to which reference is hereby made for a description of the property securing the Series 20_Bonds and any additional bonds issued thereunder (the "Additional Bonds") (the Series 20_ Bonds and any Additional Bonds, collectively, the "Bonds"), and the rights under the Indenture of the Issuer, the registered owners of the Bonds and the Trustee. The Series 20 Bonds are limited in aggregate principal amount of $4,800,000. The Series 20_ Bonds are being issued for the purpose of providing funds to (a) finance the cost of the Project (as defined in the Indenture), (b) fund a Debt Service Reserve Fund, and (c) pay certain of the costs incurred in connection with and on account of the issuance of the Series 20_Bonds. The Issuer has agreed to issue the Series 20_Bonds and to provide a portion of proceeds thereof to the St. Joseph Public Library, St. Joseph County, Indiana the "Public Library"), pursuant to the terms of a Financing Agreement, dated as of 1, 20 (the "Financing Agreement"), which prescribes certain of the terms and conditions under which such proceeds and other funds will be used by the Public Library. The Bonds are all equally and ratably secured by and entitled to the protection of the Indenture. The Indenture permits the issuance of Additional Bonds under the conditions set out in Section 2.9 thereof and allows the Issuer to terminate the security of the Indenture for Bonds by establishing a trust fund under the conditions set out in Section 10.2 thereof. Pursuant to the Indenture, the Trust Estate (as created and defined in the Indenture), consisting of the funds and accounts of the Indenture and a pledge and assignment of the Pledged Revenues (as defined in the Indenture), is pledged and assigned by the Issuer to the Trustee as security for the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana, particularly Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the "Act"), and by appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Indenture. The Series 20_ Bonds have been issued in conformity with the provisions, restrictions and limitations of the Act. Copies of the Indenture are on file at the principal corporate trust office of the Trustee. BY ACCEPTANCE OF THIS SERIES 20_BOND, THE OWNER OF THIS SERIES 20_ BOND HEREBY ACCEPTS ALL THE PROVISIONS OF THE INDENTURE. The South Bend Redevelopment Commission (the "Redevelopment Commission"), has, pursuant to Resolution No.the TIF Pledge Resolution"), pledged the Pledged Revenues to the payment of the Series 20_Bonds. A-2 The Series 20_ Bonds are issuable in registered form without coupons in the denominations of$5,000 or any integral multiple thereof. This Series 20_Bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the principal office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Series 20_ Bond. Upon such transfer a new registered Series 20_ Bond will be issued to the transferee in exchange therefor. The Issuer and the Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. The Series 20 Bonds maturing on or after 1, 20_, are subject to redemption at the option of the Issuer on any date on or after 1, 20_, in whole or in part, in order of maturity determined by the Issuer and by lot within maturities, at face value, plus accrued interest to the date fixed for redemption and without premium. The Series 20_ Bonds maturing on 1, 20_, are subject to mandatory sinking fund redemption on the dates shown below, in the principal amount shown below, plus accrued interest and without premium: Date Amount 1, 20_ 1, 20_* Final Maturity If fewer than all of the Series 20_ Bonds at the time outstanding are to be called for redemption, the maturities of Series 20_ Bonds or portions thereof to be redeemed shall be selected by the Trustee at the direction of the Issuer. If fewer than all of the Series 20_ Bonds within a maturity are to be redeemed, the Trustee shall apply moneys available for redemption on a pro rata basis, based on the respective portion of the principal amount of Series 20_ Bonds held by the respective owners of the Series 20_ Bonds within such maturity that shall be redeemed. In the event any of the Series 20_ Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by mailing a copy of the redemption notice by first class mail not less than thirty (30) days nor more than forty-five (45) days prior to the date fixed for redemption to the Registered Owner of the Series 20_Bonds to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein with respect to any registered Series 20_ Bond, shall not affect the validity of any proceedings for the redemption of other Series 20_Bonds. All Series 20_ Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption are on deposit at the place of A-3 payment at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. The Series 20_ Bonds, and the interest payable thereon, do not and shall not represent or constitute a debt of the Issuer, the State of Indiana, or any political subdivision or taxing authority thereof within the meaning of the provisions of the constitution or statutes of the State of Indiana or a pledge of the faith and credit of the Issuer, the State of Indiana, or any political subdivision or taxing authority thereof. The Series 20_Bonds, as to both principal and interest, are not an obligation or liability of the Issuer, the State of Indiana, or of any political subdivision or taxing authority thereof, but are a special limited obligation of the Issuer and are payable solely and only from the Trust Estate, consisting of funds and accounts held under the Indenture and the Pledged Revenues pledged and assigned for payment of the Bonds in accordance with the Indenture. Neither the faith and credit nor the taxing power of the Issuer, the State of Indiana or any political subdivision or taxing authority thereof is pledged to the payment of the principal of or the interest on this Series 20_ Bond. The Series 20_ Bonds do not grant the owners or holders thereof any right to have the Issuer, the State of Indiana or its General Assembly, or any political subdivision or taxing authority of the State of Indiana, levy any taxes or appropriate any funds for the payment of the principal of or interest on the Series 20_ Bonds. The Issuer has no taxing power with respect to the Series 20_ Bonds. No covenant or agreement contained in the Series 20_ Bonds or the Indenture shall be deemed to be a covenant or agreement of any member, director, officer, agent, attorney or employee of the City of South Bend Economic Development Commission (the Economic Development Commission"), the Redevelopment Commission or the Issuer in his or her individual capacity, and no member, director, officer, agent, attorney or employee of the Economic Development Commission, the Redevelopment Commission or the Issuer executing the Series 20_ Bonds shall be liable personally on the Series 20_ Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 20_ Bonds. Under no circumstances shall the Public Library be liable for making any payments due under the Indenture or on the Series 20_Bonds, including any payment of principal of,premium,if any, or interest on the Series 20_Bonds. The Redevelopment Commission reserves the right to authorize and issue additional obligations payable from the Pledged Revenues on a parity with the pledge thereof to the bonds of the issue of which this Series 20_Bond is a part, subject to satisfaction of the conditions set forth in the TIF Pledge Resolution. The holder of this Series 20_ Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or of any supplements thereto, may be made to the extent and in the circumstances permitted by the Indenture. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the laws of the State of Indiana and under the Indenture precedent to and in the A-4 issuance of this Series 20_ Bond exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series 20_Bond have been duly authorized by the Issuer. This Series 20_ Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. A-5 IN WITNESS WHEREOF, the City of South Bend, Indiana, in St. Joseph County, Indiana, has caused this Series 20_ Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Mayor and its corporate seal to be hereunto affixed manually or by facsimile and attested to by the manual or facsimile signature of its Clerk. CITY OF SOUTH BEND, INDIANA By: Mayor SEAL) Attest: Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the Series 20 Bonds described in the within mentioned Indenture. as Trustee and Registrar By: Authorized Officer A-6 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Please Print or Typewrite Name and Address) the within Series 20 Bond and all rights, title and interest thereon, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNATURE GUARANTEED: NOTICE: Signature(s)must be guaranteed by NOTICE: The signature to this assignment must an eligible guarantor institution participating corresponds with the name of the registered in a Securities Transfer Association of a owner as it appears upon the face of the recognized signature guarantee program. within Series 20_ Bond in every particular, without alteration or enlargement or any change whatever. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: UNIF TRAN MIN ACT -- Custodian Cust)Minor) under Uniform Transfers to Minors Act State) TEN COM -- as tenants in common JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. A-'f EXHIBIT B FORM OF DISBURSEMENT REQUEST FROM THE CONSTRUCTION FUND as Trustee Attention: Corporate Trust Department Re: Requisition No. _ Disbursement of Funds from the Construction Fund Pursuant to Section 4.5 of the Trust Indenture, dated as of 1, 20 (the Indenture"), between the City of South Bend, Indiana (the "Issuer"), and as trustee (the "Trustee"), the undersigned, as an Authorized Representative of the Public Library, hereby requests the Trustee to pay to the Public Library or to the person(s) listed on the disbursement schedule attached hereto (the "Disbursement Schedule") out of the moneys on deposit in the Construction Fund (the"Construction Fund"), the aggregate sum of$ for the purpose of paying such person(s) or to reimburse the Public Library in full, as indicated in the Disbursement Schedule and in accordance with the Financing Agreement, for advances, payments and expenditures made by it in connection with the items listed in the Disbursement Schedule. In connection with this request, the undersigned hereby certifies, represents and warrants that: 1. Each item for which disbursement is requested hereunder is properly payable out of the Construction Fund in accordance with the terms and conditions of the Financing Agreement, and none of those items has formed the basis for any disbursement heretofore made from the Construction Fund. 2. Each such item is or was necessary in connection with the acquisition, construction, equipping, installation or improvement of the property constituting the Project. 3. The disbursement hereby requested will be used to pay such person(s), or to reimburse the Public Library in full, for each item that has formed the basis of this request as described on the Disbursement Schedule attached hereto. 4. This request constitutes the approval of the Public Library of each disbursement hereby requested. 5. This request and all invoices and other documentation attached hereto has been provided to an authorized representative of the Issuer for review and approval. B-1 6. The Issuer has had an opportunity to review this request and all invoices and other documentation attached hereto and ask questions of the Public Library and seek additional information. Any terms not otherwise defined herein shall have the meaning ascribed thereto in the Indenture. IN WITNESS WHEREOF, an Authorized Representative of the Public Library has set his hand as of the day of 20 St. Joseph County Public Library, St. Joseph County, Indiana By: Printed Name: Title: Reviewed and approved by an Authorized Representative of the Issuer: By: Printed Name: Title: B-2 Disbursement Schedule Payee Purpose Amount B-3 EXHIBIT C COSTS OF ISSUANCE TOTAL DMS 13531848v1 C-1 Filed in Clerk's Office NOV 072018 KA REEMAM FOWLERCITYCLERK,SOUTH BEND IN FINANCING AGREEMENT between ST. JOSEPH COUNTY PUBLIC LIBRARY and CITY OF SOUTH BEND, INDIANA Dated as of 1, 20_ TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND EXHIBITS 2 Section 1.1. Terms Defined 2 Section 1.2. Rules of Interpretation 3 ARTICLE II REPRESENTATIONS; USE OF BOND PROCEEDS 5 Section 2.1. Representations by Issuer 5 Section 2.2. Representations by Public Library 5 ARTICLE III PARTICULAR COVENANTS OF THE ISSUER AND PUBLIC LIBRARY 6 Section 3.1. Payment of Principal and Interest; Payment of Pledged Revenues 6 Section 3.2. Public Library Not Responsible for Bond Payments 6 Section 3.3. Payment of Costs of Issuance of Bonds, Other Fees and Expenses 6 Section 3.4. Completion and Use of the Project 7 Section 3.5. Fees and Expenses of Public Library 7 Section 3.6. Tax Covenants 7 ARTICLE IV IMMUNITY 9 Section 4.1. Extent of Covenants of Issuer; No Personal Liability 9 Section 4.2. Liability of Issuer 9 ARTICLE V SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT 10 Section 5.1. Supplements and Amendments to Financing Agreement 10 ARTICLE VI MISCELLANEOUS PROVISIONS 11 Section 6.1. Financing Agreement for Benefit of Parties Hereto 11 Section 6.2. Severability 11 Section 6.3. Addresses for Notice and Demands 11 Section 6.4. Successors and Assigns 11 Section 6.5. Counterparts 12 Section 6.6. Governing Law 12 i FINANCING AGREEMENT This FINANCING AGREEMENT, dated as of November 1, 2018 (the "Financing Agreement") between ST. JOSEPH COUNTY PUBLIC LIBRARY, an Indiana non-profit Public Library (the "Public Library"), and the CITY OF SOUTH BEND, INDIANA (the "Issuer" or City"), a municipal Public Library duly organized and validly existing under the laws of the State of Indiana(the"State"). RECITALS WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and amended (collectively, the "Act"), authorizes and empowers the Issuer to issue revenue bonds and enter into agreements with companies to allow companies to acquire or construct economic development facilities and vests the Issuer with powers that may be necessary to enable it to accomplish such purposes; and WHEREAS, after giving notice in accordance with the Act and Indiana Code 5-3-1, the City of South Bend Economic Development Commission (the "Economic Development Commission") held a public hearing regarding the Project (as defined herein), and, upon finding that the Project and the proposed financing of the acquisition, construction, expansion, renovation, equipping, furnishing and improvement thereof(i) will create or retain employment opportunities in the City, (ii) will benefit the health and general welfare of the citizens of the City and the State, and (iii) will comply with the purposes and provisions of the Act, the Economic Development Commission adopted a resolution, and the Common Council of the Issuer (the Common Council") adopted an ordinance, approving the proposed financing for the Project; and WHEREAS, the Issuer intends to issue its City of South Bend, Indiana, Community Education Center Project Economic Tax Increment Development Revenue Bonds, Series 20_ Community Education Center Project), in the aggregate principal amount not to exceed 4,800,000 (the "Series 20_ Bonds"), pursuant to a Trust Indenture, dated as of 1, 20_ (the "Indenture"), by and between the Issuer and as trustee (the Trustee"), for the purpose of providing funds to pay a portion of the costs of the Project and costs related to the issuance of the Series 20 Bonds; and WHEREAS, the Series 20_ Bonds issued under the Indenture will be payable solely from incremental real property taxes derived from all taxable property in the Allocation Area(as defined herein). In consideration of the premises, the representations, warranties and commitments given by the Public Library to the Issuer, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Public Library and the Issuer hereby further covenant and agree as follows: end of recitals) ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Terms Defined. Capitalized terms used in this Financing Agreement that are not otherwise defined herein, shall have the meanings provided for such terms in the Indenture. As used in this Financing Agreement, the following terms shall have the following meanings unless the context clearly otherwise requires: Act"means, collectively, Indiana Code 36-7-11.9 and 36-7-12. Allocation Area" means the River West Economic Development Area Allocation Area previously established by the Redevelopment Commission in accordance with IC 36-7-14-39 for the purposes of capturing incremental ad valorem real property taxes levied and collected on all taxable property in such allocation area. Bondholder"or"owner of a Bond"or any similar term means the owner of any Bond. Bond Fund" means the Bond Fund to be created and established by Section 4.2 of the Indenture. Bond Ordinance" means Ordinance No. 10613-18, adopted by the Common Council on September 24, 2018, authorizing the issuance of the Series 20_Bonds to finance the costs of the Project and pledging the Pledged Revenues to the payment of the principal of and interest on the Bonds. Bond Proceeds"means an amount equal to $4,800,000 (which equals the face amount of the Bonds plus original issue premium of $346,188.80, less an underwriter's discount of 11,778.40, less costs of issuance of the Bonds ($63,900) and less an amount used to pay for purchase a debt service reserve surety policy to satisfy the requirements of the debt service reserve fund under the Indenture ($7,932.00)) to be provided for out of the proceeds of the Bonds, plus investment earnings, all of which will be made available to the Public Library, pursuant to the terms of this Financing Agreement and the Indenture, to pay for Eligible Costs. City Parties" means, collectively, (a) the Issuer and the Economic Development Commission, and the Redevelopment Commission, and their successors and assigns, (b) any financial advisor or legal counsel to any entity listed in subclause (a) hereof, (c) the underwriter for the Bonds, (d) the owners of the Bonds (beneficial or otherwise), and(e) the Trustee. Code" means the Internal Revenue Code of 1986, as amended, the regulations (whether proposed, temporary, or final) promulgated thereunder or the statutory predecessor thereof, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures, and judicial determinations, regarding any of the foregoing. Construction Fund"means the Series 20_Construction Fund established by Section 4.5 of the Indenture. Disbursement"means the transfer of all or any portion of Bond Proceeds by the Trustee from the Construction Fund to the Public Library to fund Eligible Costs approved by the City. 2 Disbursement Request" means any request from the Public Library to the Trustee for a Disbursement, which request is subject to the prior written approval of the City. The form of Disbursement Request is attached as Exhibit B to the Indenture. District"means the Redevelopment District of the Issuer. Economic Development Commission" means the City of South Bend Economic Development Commission. Eligible Costs"means the costs of the Project specifically described in the Disbursement Requests approved by the City. Indenture" means the Trust Indenture, dated as of November 1, 2018, by and between the Issuer and the Trustee, authorizing and securing the Series 20_Bonds. Issuer" or "City" means the City of South Bend, Indiana, a municipal Public Library duly organized and validly existing under the laws of the State. Pledged Revenues" shall have the meaning set forth in the Indenture. Project" means the construction and equipping of an approximately 38,000 square foot building for use as a community and education center to provide new and expanded flexible spaces for community meetings and training, events, and conferences and a larger auditorium to meet increasing demand for program space and allow for a more diverse range of programs and community events, and any other projects and improvements related thereto. Redevelopment Commission"means the South Bend Redevelopment Commission. River West Economic Development Area" means the economic development area within the District previously established by the Redevelopment Commission in accordance with IC 36-7-14. Series 20_ Bonds" or "Bonds" means the City of South Bend, Indiana, Economic Development Revenue Bonds, Series 20_ (Potawatomi Zoo Project), anticipated to be issued pursuant to the Indenture, in an aggregate principal amount not to exceed $4,800,000, for the purpose of paying a portion of the costs of the Project, paying for a debt service reserve surety policy to satisfy the requirements of the debt service reserve fund for the Bonds, and costs related to the issuance thereof. State"means the State of Indiana. TIF Pledge Resolution" means Resolution No. adopted by the Redevelopment Commission on November 8, 2018, pledging the Pledged Revenues to the payment of the Series 20 Bonds. Trustee" means initially U.S. Bank National Association or any successor trustee serving in such capacity under the Indenture. Section 1.2. Rules of Interpretation. For all purposes of this Financing Agreement, except as expressly provided herein or unless the context otherwise requires: 3 a) "This Financing Agreement" means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof. b) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Financing Agreement as a whole and not to any particular Article, Section or other subdivision. c) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural. d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as consistently applied. e) Any terms not defined herein but defined in the Indenture shall have the same meaning herein. f) The terms defined elsewhere in this Financing Agreement shall have the meanings therein prescribed for them. g) The word "including" and any variation thereof means "including, without limitation" and must not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. h) Where a term is defined, another part of speech or grammatical form of that term shall have a corresponding meaning. End of Article I) 4 ARTICLE II REPRESENTATIONS; USE OF BOND PROCEEDS Section 2.1. Representations by Issuer. The Issuer represents and warrants that: a) The Issuer is a municipal Public Library organized and existing under the laws of the State. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Financing Agreement and to carry out its obligations hereunder. The Issuer has been duly authorized to execute and deliver this Financing Agreement. The Issuer agrees that it will do or cause to be done all things within its control and necessary to preserve and keep in full force and effect its existence. b) Subject to the terms of this Agreement, the Issuer shall issue the Series 20_ Bonds in the aggregate principal amount not to exceed $4,800,000, in order to pay the costs of the Project approved by the Issuer, pay the cost of a debt service reserve surety policy to satisfy the requirements of the debt service reserve fund under the Indenture, and to pay the costs of issuance incurred in connection therewith, all for the purpose of creating or retaining employment opportunities in the City and benefiting the health and general welfare of the citizens of the City and the State. Section 2.2. Representations by Public Library. The Public Library represents and warrants that: a) It is a library and municipal corporation duly organized and existing under the laws of the State of Indiana and has full power to enter into and by proper action has duly authorized the execution and delivery of this Financing Agreement. b) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Public Library is now a party or by which it is bound or to which any of its property or assets is subject or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Public Library or its property, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Public Library under the terms of any instrument or agreement, except as may be set forth in this Financing Agreement. c) There are no actions, suits or proceedings pending, or, to the knowledge of the Public Library, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, if determined adversely to the Public Library, could materially and adversely affect the transactions contemplated by this Financing Agreement or which in any way would affect the validity and enforceability of such document or the ability of the Public Library to perform its obligations under this Financing Agreement. End of Article II) 5 ARTICLE III PARTICULAR COVENANTS OF THE ISSUER AND PUBLIC LIBRARY Section 3.1. Payment of Principal and Interest; Payment of Pledged Revenues. a) In accordance with the Indenture, the Series 20_Bonds, if and when issued, shall be payable solely and only from Pledged Revenues as pledged by the Redevelopment Commission pursuant to the TIF Pledge Resolution. Under no circumstances shall the Public Library be liable for making any payments due under the Indenture or the Series 20 Bonds, including any payment of the principal of, premium, if any, or interest on any of the Series 20_ Bonds. b) In accordance with the terms of the Indenture, the Redevelopment Commission, on behalf of the Issuer, shall transfer to the Trustee for deposit into the Bond Fund (as defined in the Indenture), on or before each February 1 and August 1 (or on such other dates and in such manner required by the TIF Pledge Resolution), the Pledged Revenues in an amount sufficient to pay the principal of and interest due on the Series 20_Bonds on the next February 1 or August 1 together with any Annual Fees as described and defined in the Indenture. c) Under no circumstances shall the Public Library be liable for payment of any other costs or expenses under or in connection with this Financing Agreement or the transactions contemplated by this Financing Agreement, the Indenture or the Series 20_Bonds. Section 3.2. Public Library Not Responsible for Bond Payments. Notwithstanding anything in this Financing Agreement to the contrary, the Issuer acknowledges and agrees that the Public Library is in no way (i) guaranteeing or providing credit enhancement for or supporting financially or otherwise the issuance, sale or resale, offering or reoffering, or payment of the Bonds, or (ii) guaranteeing or providing credit enhancement for or supporting financially or otherwise the payment of the principal of or premium or interest on the Bonds (or any portion thereof). The Issuer further acknowledges and agrees that the Public Library will not indemnify, defend or hold harmless the Issuer or any City Parties against any losses, liabilities, expenses including attorneys' and other professionals' fees and expenses), claims and damages asserted against, resulting to, imposed upon or suffered by the Issuer or the City Parties or any of them to the extent arising from or attributable to the issuance, sale or resale, offering or reoffering, or payment of the Bonds. Section 3.3. Payment of Costs of Issuance of Bonds, Other Fees and Expenses. The Issuer shall pay from the proceeds of the sale of the Bonds, as necessary, the costs of issuance of the Bonds. The Public Library is not obligated to pay (except from the proceeds of the Bonds) any costs of issuance of the Bonds or any related costs, fees or expenses in connection with the issuance, sale or offering of the Bonds; nor is the Public Library obligated to pay any fees, charges or expenses in connection with or related to the Bonds after the Bonds have been issued, which fees, charges and expenses include financial advisory and/or accounting fees, charges and expenses, Trustee and other fiduciary fees and expenses and Issuer fees and expenses (including in each instance legal fees and expenses), all of which are obligations of the Issuer. 6 Section 3.4. Completion and Use of the Project. a) The Public Library agrees that it will make, execute, acknowledge and deliver (or cause to be made, executed, acknowledged and delivered) any contracts, orders, receipts, writings and instructions with any other persons, firms or Public Libraries and in general do all things reasonably within its power which may be requisite or proper for the substantial completion (as certified by the Public Library) of the construction, equipping, furnishing, and improvement of the Project, and, upon subsequent completion of the Project, the Public Library will operate and maintain the Project in such manner as reasonably within Public Library's power so as to conform with all applicable and material zoning, planning, building, environmental and other applicable governmental regulations and so as to be consistent with the Act. b) The Issuer shall deposit all proceeds from the sale of the Bonds in the manner specified in Article III of the Indenture, and the Issuer shall maintain such proceeds and funds in the manner specified in Article IV of the Indenture. Under the Indenture, the Trustee, on behalf of the Issuer, is authorized and directed to make payments from the Construction Fund to pay for costs of the Project approved by the Issuer, or to reimburse the Public Library for any costs of the Project approved by the Issuer, with any such disbursements to be made in accordance with the terms and conditions of the Indenture and this Financing Agreement. The Public Library agrees to direct such requisitions to the Trustee as may be necessary to effect payments out of the Construction Fund for costs of the Project approved by the Issuer, all in accordance with Section 4.5 of the Indenture and this Financing Agreement. c) Any moneys remaining in the Construction Fund after completion of the Project shall be transferred and applied in the manner provided in the Indenture. d) The Public Library hereby acknowledges receipt of a copy of the Indenture. Section 3.5. Fees and Expenses of Public Library. The Public Library hereby covenants and agrees to pay any and all fees, charges and expenses, including legal counsel, of the Public Library incurred in connection with this Financing Agreement to the extent that any such fees, charges and expenses of the Public Library are not paid or provided for out of the proceeds of the Bonds in accordance with the terms of the Indenture and in the amounts set forth in Exhibit C thereto, which are deemed to be approved by the Public Library without further action or authorization. Section 3.6. Tax Covenants. [The Public Library hereby represents that it has taken and caused to be taken, and covenants that it will take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer, for the interest on the Series 20_Bonds to be and remain excluded from gross income for federal income tax purposes, and represents that it has not taken or permitted to be taken on its behalf, and covenants that it will not take or permit to be taken on its behalf, any actions that would adversely affect such exclusion under the provisions of the Code. The Public Library and the Issuer each covenant to the owners of the Series 20_Bonds that, notwithstanding any other provision of this Financing Agreement or any other instruments, it shall take no action, nor shall the Public Library direct the Trustee to take or approve any action or make any investment or use of proceeds of the Series 20_Bonds or any other moneys 7 which may arise out of or in connection with this Financing Agreement, the Indenture or the Project, which would cause the Series 20_ Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code. In addition, the Public Library covenants and agrees to comply with the requirements of Section 148(f) of the Code as it may be applicable to the Series 20 Bonds or the proceeds derived from the sale of the Series 20_Bonds or any other moneys which may arise out of or in connection with this Financing Agreement, the Indenture or the Project throughout the term of the Series 20 Bonds. The Public Library shall provide the Issuer with, and the Issuer may base its certifications on, a certificate of an appropriate officer, employee or agent of or consultant to the Public Library for inclusion in the transcript of proceedings for the Series 20_Bonds, setting forth the reasonable expectations of the Public Library on the date of delivery of and payment for the Series 20_Bonds regarding the amount and use of the proceeds of the Series 20_ Bonds and the facts, estimates and circumstances on which those expectations are based. No provision of this Financing Agreement shall be construed to impose upon the Trustee any obligation or responsibility for compliance with arbitrage regulations.] End of Article III) 8 ARTICLE IV IMMUNITY Section 4.1. Extent of Covenants of Issuer; No Personal Liability. No recourse shall be had for the payment of the principal of or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Bonds, the Indenture or this Financing Agreement against any past, present or future member, director, officer, agent, attorney or employee of the Issuer, or any incorporator, member, director, officer, employee, agent, attorney or trustee of any successor thereto, as such, either directly or through the Issuer or any successor thereto, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, member, director, officer, employee, agent, attorney or trustee as such is hereby expressly waived and released as a condition of and consideration for the execution of the Indenture and this Financing Agreement (and any other agreement entered into by the Issuer with respect thereto) and the issuance of the Bonds. Section 4.2. Liability of Issuer. Any and all obligations of the Issuer under this Financing Agreement are special, limited obligations of the Issuer, payable solely out of the Pledged Revenues and as otherwise provided under this Financing Agreement and the Indenture. The obligations of the Issuer hereunder shall not be deemed to constitute an indebtedness or an obligation of the Issuer, the State or any political subdivision or taxing authority thereof within the purview of any constitution limitation or provision, or a pledge of the faith and credit or a charge against the credit or general taxing powers, if any, of the Issuer, the State or any political subdivision or taxing authority thereof. End of Article IV) 9 ARTICLE V SUPPLEMENTS AND AMENDMENTS TO THIS FINANCING AGREEMENT Section 5.1. Supplements and Amendments to Financing Agreement. The Public Library and the Issuer may from time to time enter into such supplements and amendments to this Financing Agreement as to them may seem necessary or desirable. End of Article V) IO ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.1. Financing Agreement for Benefit of Parties Hereto. Nothing in this Financing Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any person other than the parties hereto, their successors and assigns, any right, remedy or claim under or by reason of this Financing Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements in this Financing Agreement contained are and shall be for the sole and exclusive benefit of the parties hereto, and their successors and assigns. Notwithstanding anything in this Financing Agreement to the contrary, the Trustee under the Indenture is not a party to this Financing Agreement, nor is the Trustee entitled to any right, remedy or claim under or by reason of this Financing Agreement or any covenant, condition or stipulation hereof. The Issuer will not assign this Financing Agreement to the Trustee or any other person or entity without the prior written consent of the Public Library. Section 6.2. Severability. In case any one or more of the provisions contained in this Financing Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. Section 6.3. Addresses for Notice and Demands. All notices, demands, certificates or other communications hereunder shall be sufficiently given when received or upon first refusal thereof or mailed by certified mail, postage prepaid, or sent by nationally recognized overnight courier with proper address as indicated below. The Issuer and the Public Library may, by written notice given by each to the others, designate any address or addresses to which notices, demands, certificates or other communications to them shall be sent when required as contemplated by this Financing Agreement. Until otherwise provided by the respective parties, all notices, demands, certificates and communications to each of them shall be addressed as follows: To the Issuer: City of South Bend, Indiana 227 West Jefferson Blvd Suite 1200N South Bend, IN 46601 Attn: Controller To the Public Library:St. Joseph Public Library, St. Joseph County, Indiana 304 South Main Street South Bend, IN 46601 Attention: Library Director Section 6.4. Successors and Assigns. a) Subject to Section 6.1 hereof, whenever in this Financing Agreement any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Financing Agreement 11 contained by or on behalf of the Public Library, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. b) The Public Library may assign this Financing Agreement or any of its rights or obligations under this Financing Agreement only upon the written consent of the Issuer which shall not be unreasonably withheld and the Public Library providing to the Issuer the opinion of Bond Counsel described in Section 3.2 hereof Section 6.5. Counterparts. This Financing Agreement is being executed in any number of counterparts, each of which is an original and all of which are identical. Each counterpart of this Financing Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but one instrument. Section 6.6. Governing Law. It is the intention of the parties hereto that this Financing Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with, the laws of Indiana. End of Article VI) 12 IN WITNESS WHEREOF, the Issuer and the Public Library have caused this Financing Agreement to be executed in their respective names, and the Issuer has caused its official seal to be hereunto affixed and attested by the Clerk of the City, all as of the date first above written. ST. JOSEPH COUNTY PUBLIC LIBRARY By: Printed Name: Title: CITY OF SOUTH BEND, INDIANA SEAL) Mayor Attest: Clerk Signature Page to Financing Agreement] DMS 13531476v1 Filed in Clerk's Office SOUTH••.. NOV 0 t 2018 KAREEMAH FOWLER R"-"'•+•'x ,: CITY CLERK,SOUTH BEND,IN CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR DEPARTMENT OF PUBLIC WORKS Eric Horvath, Director November 7, 2018 Mr. Tim Scott President, South Bend Common Council 4th Floor, County-City Building South Bend, IN 46601 Re: Ordinance amending the South Bend Municipal Code to add a new Article 14 establishing interim Storm Water Utility Rates Dear President Scott: As part of the budget hearings, I had requested that a new fund and fee be established for storm water infrastructure needs. The City does not currently have any dedicated storm water funds, however, we have a tremendous need for improvements to our storm infrastructure. Given the increasing intensity of storm events that we have witnessed lately, this funding source is more important now than ever before. The Common Council passed an expense and revenue budget for Fund 667(Storm Sewer Fund) for 2019. The attached ordinance is the enabling ordinance that will allow us to start billing and collecting the revenues as contemplated in the approved budget. We have included a start date of June I, 2019 as this will give us time to set up the billing. I will present changes to the ordinance at the committee meeting on 11/12/ 18. If you have any further questions or need additional information, please let me know. As always, thank you for your consideration. Sincerely, ric ory• 1, '.OrDirector of Public Works City of South Bend BILL NO. 61-18 Filed in Clerk's Office L____10 012018 BILL 61-18 KAREE AH FOWLER ORDINANCE NO. CITY CLERK,SOUTH BEND,IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AMENDING CHAPTER 17 OF THE SOUTH BEND MUNICIPAL CODE TO ADD A NEW ARTICLE 14 ESTABLISHING INTERIM STORM WATER UTILITY RATES AND AMENDING CHAPTER 2,ARTICLE 14 TO CREATE A NEW FUND FOR THESE REVENUES TO BE KNOWN AS THE STORM SEWER FUND (#667) STATEMENT OF PURPOSE AND INTENT A storm sewer system consists of sewers, storm inlets, catch basins, manholes, curbs, gutters, ditches, swales,retention and/or detention ponds or basins, dams and flood control for the collection, control, transport or discharge of storm water. The location of the St. Joseph River within the boundaries of the City of South Bend and the greater frequency and intensity of rainstorms within the past several years requires that South Bend take proactive measures to improve drainage, control flooding due to storms and high water table levels, and improve the water quality of the City. Because the City has an aging infrastructure and has experienced unresolved storm water control issues relating to flooding, it is now necessary to establish an equitable funding mechanism to address the challenges and demands of changing weather patterns. This ordinance establishes a storm water user fee consisting of a flat rate of Two Dollars 2.00) per month for residential customers and a flat rate of Five Dollars ($5.00) per month for non-residential customers. This storm water user rate shall apply for a period of at least two years with subsequent transition to a rate based upon the quantity of impervious surface area in a parcel of real estate after study and evaluation by the City's Department of Public Works and upon Common Council approval. In implementing this ordinance, the City of South Bend joins a growing number of cities and towns nationwide that have set storm water rates or fees, and this ordinance is necessary for the effective, efficient operation of the storm water system in the City of South Bend, Indiana. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA as follows: Section I. Chapter 17 of the South Bend Municipal Code be and hereby is amended to add a new Article 14 to read in its entirety as follows: Sec. 17-126. Storm water user fees established. In order to pay for the maintenance, repair, replacement, and improvement of the existing and future storm water system for the City of South Bend at a time of increased flooding and water control issues due, among other things, to changing weather patterns and aging infrastructure, a storm water user fee shall be imposed on each and every tax parcel of real estate within the corporate boundaries of the City of South Bend, Indiana. This charge shall be assessed against the property owner, who shall be considered the user for purposes of this Article. This charge is deemed reasonable and necessary for its intended purpose. The rates established herein are temporary for at least two years from their effective date of June 1, 2019. During this interim the Department of Public Works shall study, evaluate and report to the Common Council the appropriateness of establishing storm water user fees based upon the quantity of imperious surface area in a parcel of real estate. The rates established in this Article shall remain effective until replaced, amended, or repealed by the South Bend Common Council. Sec. 17-127. Defmitions. Unless otherwise defined in this Ordinance, the terms and phrases shall be defined as follows: a) Impervious surface area means those areas which prevent or impede the infiltration of storm water into the soil as it enters natural conditions prior to development. Common impervious areas include, but are not limited to, roof tops, sidewalks, walkways, patio areas, driveways, parking lots, storage areas, gravel surfaces, awnings and other fabric or plastic coverings, and other surfaces which prevent or impede the natural infiltration of storm water run- off which existed prior to development. b) Non-Residential real estate means all real estate tax parcels which are not described by the definition of Residential Real Estate and which shall be defined as Non-Residential. Non Residential Real Estate will include: i.Agricultural real estate; ii. Commercial real estate; iii. Industrial real estate; iv. Institutional real estate; v.Church real estate; vi. School real estate; vii. Federal, state, and local government real estate; viii. Utility real estate; and ix. Any other real estate not included in this list and which is not described by the definition of residential real estate. c) Residential real estate means a separate tax parcel of real estate which is primarily used for dwelling purposes on which a building is situated which building contains one(1)but no more than two (2) dwelling units which dwelling units are each used or are intended to be used primarily for living, sleeping, cooking, and eating. Sec. 17-128. Storm water user fees. The specific storm water fees that follow are set for the purpose of providing repairs, replacements and miscellaneous services related to storm water flows and to provide future improvements and capital needs of the City of South Bend's storm water system: a) The storm water user fee for residential users for each tax parcel of real estate shall be at the rate of Two Dollars per month($2.00)per active utility customer account. b) The storm water user fee for non-residential users shall be at the rate of Five Dollars 5.00)per month per active utility customer account. c) There shall be no exceptions or exemptions from the assessment of storm water user fees for a particular type or classification of real estate parcels within the corporate boundaries of the City of South Bend, Indiana. Sec. 17-129. Collection of storm water user fees. a) The collection of the storm water user fees authorized by this Article shall be effectuated by a monthly charge on a bill to be sent to the affected property owner. The City may designate any agency within the Department of Public Works to handle billing for the storm water user fees assessed under this Article. b) If the Storm water user fee is not paid when due, a late payment penalty shall be charged and assessed by the designated South Bend billing agency consistent with Indiana Law for storm water utilities (Ind. Code 8-1.5-5-29, 8-1.5-5-30) at the rate of 10%of the unpaid bill c) If Storm water user fees and penalties are not paid when due, they shall be collected by South Bend in the same manner that other delinquent fees and penalties are charged and assessed consistent with Indiana law. Filed in Clerk's Office BILL NO. 18-69 OCT 2 9 2018 RESOLUTION NO. KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,APPROVING A PETITION OF THE AREA BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 1320 MIAMI STREET WHEREAS, Indiana Code Section 36-7-4-918.6, requires the Common Council to give notice pursuant to Indiana Code Section 5-14-1.5-5, of its intention to consider Petitions from the Board of Zoning Appeals for approval or disapproval; and WHEREAS,the Common Council must take action within sixty(60) days after the Board of Zoning Appeals makes its recommendation to the Council; and WHEREAS,the Common Council is required to make a determination in writing on such requests pursuant to Indiana Code Section 36-7-4-918.4; and WHEREAS,the Area Board of Zoning Appeals has made a recommendation, pursuant to applicable state law. NOW, THEREFORE,BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA as follows: SECTION I. The Common Council has provided notice of the hearing on the Petition from the Area Board of Zoning Appeals pursuant to Indiana Code Section 5-14-1.5-5, requesting that a Special Exception be granted for property located at: 1320 MIAMI STREET In order to permit a BAR SECTION II. Following a presentation by the Petitioner, and after proper public hearing, the Common Council hereby approves the petition of the Area Board of Zoning Appeals, a copy of which is on file in the Office of the City Clerk. SECTION III. The Common Council of the City of South Bend, Indiana, hereby finds that: 1. The proposed use will not be injurious to the public health, safety, comfort, community moral standards, convenience or general welfare; BILL NO. 18-69 2. The proposed use will not injure or adversely affect the use of the adjacent area of property values therein; 3. The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein; 4. The proposed use is compatible with the recommendations of the City of South Bend Comprehensive plan; SECTION IV. Approval is subject to the Petitioner complying with the reasonable conditions established by the Area Board of Zoning Appeals which are on file in the office of the City Clerk. SECTION V. The 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