The URL can be used to link to this page

Home My WebLink AboutRDC Packet 12.13.2018 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, December 13, 2018 9:30 a.m. 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of Monday, November 19, 2018 3. Approval of Claims A. Claims Submitted December 13, 2018 4. Old Business 5. New Business A. Public Hearing 1. Resolution No. 3465 (River East Residential TIF Appropriations 2019) B. River West Development Area 1. Resolution No. 3466 (Declaring Certain Properties Blighted) – D2 2. Agreement To Buy And Sell Real Estate (620 W Marion St Acquisition) – D2 3. Budget Request (Fat Daddy’s Demo) 4. Budget Amendment (Coal Line Project) – D2 5. Nipsco (Hibberd Easement) – D2 6. Budget Request (Sanitary Sewer Extension) – D2 7. Budget Request (South Shore Study) - C. River East Development Area 1. First Amendment to Development Agreement (Wharf Partners, LLC) – D4 2. Collateral Assignment of Development Documents (Wharf Partners, LLC/Lake City Bank) – D4 3. Resolution No. 3461 (Pledging TIF for Wharf SDC) – D4 4. MOU (Wharf Project) – D4 5. Resolution No. 3459 (Accepting Transfer and Transferring Property) – D4 D. Douglas Road Development Area 1. Budget Request (Douglas Road Relocation) E. South Side Development Area 1. Budget Request (O’Brien Center Allocation) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting(s): Thursday, December 27, 2018, 9:30 a.m. Thursday, January 10, 2019, 9:30 a.m. 8. Adjournment 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. South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING November 19, 2018 9:30 a.m. 227 West Jefferson Boulevard Presiding: Dave Varner, Vice-President South Bend, Indiana The meeting was called to order at 9:30 a.m. 1.ROLL CALL Members Present:Dave Varner, Vice-President Don Inks, Secretary Gavin Ferlic, Commissioner Quentin Phillips, Commissioner Leslie Wesley, Commissioner Members Absent: Marcia Jones, President Legal Counsel: Sandra Kennedy, Esq. Redevelopment Staff: David Relos, RDC Staff Mary Brazinsky, Board Secretary Others Present: James Mueller Elizabeth Leonard Inks Austin Gammage Kara Boyles Piyas B Eric Henderson DCI DCI DCI Engineering Paapri LLC Prism Environmental ITEM: 2A South Bend Redevelopment Commission Regular Meeting – November 19, 2018 2.Approval of Minutes A.Approval of Minutes of the Regular Meeting of Thursday, November 8, 2018 Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the minutes of the regular meeting of Thursday, November 8, 2018. 3.Approval of Claims A.Claims Submitted November 19, 2018 Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the claims submitted on Monday, November 19, 2018. 4.Old Business 5.A. Receipt of Bids 1.900-1002 S Lafayette Blvd Mr. Relos noted that this morning at 9:00 am was the deadline for receipt of bids for this property. One bid was received, from Paapri, LLC. The minimum offering price was $55,500, the average of the two appraisals. Offer placed by Paapri is $57,000, with a 10% cashier’s check enclosed for $5,700. All documentation appears to be enclosed. Commission approval for staff review and recommendation is requested. South Bend Redevelopment Commission Regular Meeting – November 19, 2018 Upon a motion by Commissioner Ferlic, seconded by Secretary Inks, the motion carried unanimously, the Commission approved staff to review the bid packet information for consideration submitted on Monday, November 19, 2018. B.River East Development Area 1.Resolution No. 3464 (Setting Public Hearing on TIF Appropriations) Elizabeth Leonard Inks presented Resolution 3464, to set a public hearing on TIF Appropriations. This Resolution will appropriate additional dollars from the River East Residential Area in the amount of $945,000. We were notified by the trustees that the debt service amount for Eddy Street II needs to be increased to cover the bond. We do have sufficient funds. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3464 (Setting Public Hearing on TIF Appropriations) submitted on Monday, November 19, 2018. C.South Side Development Area 1.Budget Request (South Well Field Improvements) Kara Boyles presented a budget request for improvements to the City’s South Well Field. This request is for Phase II of this project. An additional $1,047,000 for a 20” water main extension between Chippewa and Ireland. This is a treatment system that we would not normally use, however, when the demands are high on the south side, it is utilized. Next year we will be taking Fellows Street Booster Station offline for much needed improvements, therefore, we will need South Well Field to supply water to the South area, and is listed as a critical project and part of our six year partial capital improvement and replacement plan. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the Budget Request (South Well Field Improvements) submitted on Monday, November 19, 2018. 2.Budget Request (Erskine Well Field) Kara Boyles presented a budget request for Erskine Well Field improvements. This request involves the study and potential refurbishment of this well field, and is listed as a critical project and part of our six year partial capital improvement and replacement plan. Commission approval in the amount of $19,000 is requested. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the Budget Request (Erskine Well Field) submitted on Monday, November 19, 2018. 3.Budget Request (Reduce General Drainage Budget) Kara Boyles presented a budget request to reduce by $100,000 the Small Drainage Repair on the south side approved at a previous meeting, and allocate that amount to the South Well Field project approved above. No additional funds are being requested. South Bend Redevelopment Commission Regular Meeting – November 19, 2018 Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the Budget Request (Reduce General Drainage Budget) submitted on Monday, November 19, 2018. D.Other 1.Budget Request (Planning Services - DHA) Mr. Relos presented a budget request for Danch Harner Associates to re-write the legal descriptions for four Development Areas, West Washington, South Side, River East and River West. Commission approval in the amount of $9,600 is requested. Upon a motion by Commissioner Ferlic, seconded by Secretary Inks, the motion carried unanimously, the Commission approved the Budget Request (Planning Services DHA) submitted on Monday, November 19, 2018. 6.Progress Reports A.Tax Abatement 1.Commissioner Ferlic stated there were several confirmings from Council on November 12, 2018. B.Common Council C.Other 7.Next Commission Meeting: Thursday, December 13, 2018, 9:30 a.m. 8.Adjournment Monday, November 19, 2018, 9:43 a.m. David Relos, Property Development Manager Marcia I. Jones, President ITEM: 3A RESOLUTION NO. 3465 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROPRIATING TAX INCREMENT FINANCING REVENUES FROM ALLOCATION AREA FUND FOR THE PAYMENT OF CERTAIN OBLIGATIONS AND EXPENSES RELATED TO THE RIVER EAST DEVELOPMENT AREA ALLOCATION AREA NO. 2 WHEREAS, the South Bend Redevelopment Commission (the "Commission"), the governing body of the City of South Bend Department of Redevelopment (the "Department"), on November 17, 2003, adopted Resolution No. 2016 declaring the Northeast Neighborhood Development Area in the City of South Bend, Indiana (the "City") to be an area needing redevelopment within the meaning of the Redevelopment of Cities and Towns Act of 1953, as amended, which is codified at, Indiana Code§ 36-7-14-1 et seq (the "Act"); and WHEREAS, Resolution No. 2016 and the Northeast Neighborhood Development Area Development Plan (the "Development Plan") adopted by Resolution No. 2016 on November 17, 2003, were confirmed by Resolution No. 2021 adopted on December 19, 2003 (collectively, the "Declaratory Resolution"); and WHEREAS, the Declaratory Resolution created the Northeast Neighborhood Allocation Area Special Fund ("Allocation Area Fund") for the purpose of depositing into such fund tax increment revenues allocated to the Commission and resulting solely from the increase in the assessed value of real property and improvements thereon located in Allocation Area pursuant to Indiana Code§ 36-7-14-39(b)(l) and from the proceeds from the sale or leasing of property in the Area under Indiana Code§ 36-7-14-22, all in accordance with Indiana Code§ 36-7-14-26; and WHEREAS, Resolution No. 3255, adopted by the Commission on November 10, 2014, amended boundaries of the Northeast Neighborhood Development Allocation Area No. 2, and renamed the area to the River East Allocation Area No. 2; and WHEREAS, the Commission desires to pay certain expenses incurred by it or the City for local public improvements that are in or serving River East Allocation Area No. 2 (the "Allocation Area") from funds remaining in the Allocation Area Fund, in accordance Indiana Code § 36-7- 14-39(b)(3) and certain other expenditures incurred by the Commission in accordance with Indiana Code§ 36-7-14-39(b)(3); and WHEREAS, t�e expenditures incurred or anticipated to be incurred by the Commission proposed to be paid with funds from Allocation Area Fund are described on the attached Exhibit A; and WHEREAS, the proposed appropriations from Allocation Area Fund 436 are not for the operating expenses of the Commission; and WHEREAS, on October 26, 2017 the Commission approved Resolution 3405 appropriating Four Million Three Hundred Twenty Thousand and 00/100 Dollars ($4,320,000.00) for calendar year 2018; and ITEM: 5A1 WHEREAS, the Commission now desires to appropriate an additional $945,000 for calendar year 2018; and WHEREAS, on November 19, 2018, the Commission adopted Resolution 3464 setting a public hearing on said appropriations, which public hearing, pursuant to the Commission's action acknowledged at its public meeting on December 13, 2018; and WHEREAS, the Secretary of the Commission has caused notice of said hearing on said appropriations to be published in accordance with law; and WHEREAS, such public hearing was held at the Commission's meeting at 9:30 a.m. on December 13, 2018, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601, at which all taxpayers and interested persons had an opportunity to appear and express their views as to such appropriations; and WHEREAS, the Commission now desires to approve additional appropriations in a total amount of Nine Hundred Forty-Five Thousand and 00/100 Dollars ($945,000); and NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The funds from Allocation Area Fund 436 in the additional amount of Nine Hundred Forty-Five Thousand and 00/100 Dollars ($945,000); are hereby appropriated for the purpose of paying the expenditures described at Exhibit A. 2.The President and/or the Secretary of the Commission are hereby authorized and directed to certify a copy of this Resolution together with such other proceedings and actions as may be necessary to the St. Joseph County Auditor for certification to the Indiana Department of Local Government Finance for the purpose of obtaining its approval of the appropriations herein made. ADOPTED at a regular meeting of the South Bend Redevelopment Commission held on December 13, 2018, at 1308 County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana 46601. Donald E. Inks, Secretary Printed Name and Title SOUTH BEND REDEVELOPMENT COMMISSION Printed Name and Title ATTEST Marcia I. Jones, President ITEM: 5B1 ITEM: 5B2 ITEM: 5B3 ITEM: 5B4 ITEM: 5B5 Redevelopment Commission Agenda Item DATE: FROM: SUBJECT: December 11, 2018 Jacob M. Klosinski, P.E., Assistant City Engineer Budget Request: 117‐108 Airport Annexation Area Sanitary Sewer Extension Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Budget Request – 117‐108 Airport Annexation Area Sanitary Sewer Extension On November 27, 2018, the Board of Public Works opened and read bids for the above project. The Division of Engineering reviewed the documents and finds the information correct and complete with a few exceptions as outlined in the Memorandum and Bid Tabulation from A&Z Engineering, Engineer of Record and Design Consultant. The Division of Engineering recommended the award of the contract for Project No. 117‐108 Airport Annexation Area Sanitary Sewer Extension to the lowest, responsive, responsible bidder, HRP Construction, Inc. (South Bend, Indiana) at the total bid price of $766,957.00 lump sum (with unit prices). This recommendation was provided by the Division of Engineering in conjunction with Department of Community Investment. For questions regarding the above recommendation or the subject project, contact Kara Boyles (Ext. 5933) or Jacob M. Klosinski (Ext. 9496) at the Division of Engineering. INTERNAL USE ONLY: Project Code: _17J044_; Total Amount new/change (inc/dec) in budget: $766,957.00 ; Break down: Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ ITEM: 5B6 Redevelopment Commission Agenda Item DATE: December 11, 2018 FROM: Jitin Kain, Deputy Director, Public Works SUBJECT: Budget Request – South Shore Preliminary Engineering & Airport Economic Analysis Which TIF? (Circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Funding request in the amount of $260,900 for the next phase of engineering and economic analysis for the South Shore Station relocation. Part of this amount will be reimbursed by the South Bend International Airport to the Commission. Specifics: This project includes two separate studies to be conducted by AECOM in order to finalize the location of the new South Shore commuter line station in South Bend. 1.Downtown Option Refined Concept Design: This includes further engineering analysis to determine construction feasibility and project costs. This portion of the study is anticipated to cost $180,900 and will include: a.Outreach and coordination with Norfolk Southern, Canadian National, Amtrack, Freight carriers and NICTD b.Survey to define topographic, geologic characteristics, land ownership c.Assessment of bridge structures d.Revised concept design and metrics 2.Assessment of Airport Cargo: The South Bend International Airport is considering a rail served intermodal cargo park adjacent to the airport and is interested in relocating the South Shore commuter line next to the cargo park. A consultant for the Airport is currently developing this cargo park master plan. The City and Airport will work together with AECOM to determine the economic impact of the cargo park. This portion of the study will cost $80,000 and will look at: ITEM: 5B7 Page | 2 a.Construction feasibility and costs for the cargo park b.Rail operation impact including travel time for the South Shore alignment. c.Economic impacts of the airport cargo park with various scenarios. Staff requests approval of $260,900 for the total of the two studies with the understanding that the South Bend International Airport will reimburse the Redevelopment Commission for the entirety of the airport economic analysis. INTERNAL USE ONLY: Project Code: _______________________________________________; Total Amount new/change (inc/dec) in budget: _______________; Break down: Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ 1 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First Amendment”) is made on December 13, 2018, by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (the “Commission”), and Wharf Partners LLC, an Indiana limited liability company (the “Developer”) (each a “Party,” and collectively the “Parties”). RECITALS A.The Commission and the Developer entered into that certain Development Agreement dated February 22, 2018 (the “Development Agreement”), for the development of a Project in the River East Development Area near Seitz Park. B.In the course of its performance under the Development Agreement, the Developer removed a known underground storage tank (“UST”) on certain Commission property to be transferred to the Developer, and the Commission has agreed to compensate the Developer for such removal. C.The Parties now desire to modify the Development Agreement to reflect the Parties’ agreement, as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in the Development Agreement and this First Amendment, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1.Section 1.3 of the Development Agreement shall be deleted in its entirety and replaced with the following: 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Five Million Two Hundred Thirty-Seven Thousand Dollars ($5,237,000) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements in support of the Project. Notwithstanding the foregoing sentence, the Parties agree that no more than one-half (1/2) of the Funding Amount will be expended before January 1, 2020, for Local Public Improvements supporting Phase I of the Project (as defined in the Project Plan). Further, the parties agree that the Funding Amount shall be spent as set forth on Exhibit C. 2.Section 8.4 shall be added to the Development Agreement as a new section: 8.4 Underground Storage Tank. The parties acknowledge the existence of an underground storage tank (“UST”) on certain property owned by the Commission to be transferred to the Developer in furtherance of the Project. The UST was previously filled with inert material during the period of the City’s ownership of the Developer Property. The Developer has determined that it is in the best interest of the Project to remove the UST, and the City has agreed to provide the Developer Two Hundred Thirty-Seven ITEM: 5C1 2 Thousand Dollars ($237,000) of additional Local Public Improvements to compensate in part for the cost of the UST’s removal and any ancillary remediation necessary due directly to the UST’s removal. The Developer agrees to indemnify, defend, and hold the City harmless with regard to the choice of contractor and procedure used to remove the UST and with regard to any ancillary remediation directly due to the UST removal. 3.The Developer hereby expressly reaffirms its obligations under the Development Agreement, and, unless expressly modified by this First Amendment, the terms and provisions of the Development Agreement remain in full force and effect. 4.Capitalized terms used in this First Amendment will have the meanings set forth in the Development Agreement unless otherwise stated herein. 5.The recitals set forth above are hereby incorporated into the operative provisions of this First Amendment. 6.This First Amendment will be governed and construed in accordance with the laws of the State of Indiana. 7.This First Amendment may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. Signature Page Follows 3 IN WITNESS WHEREOF, the Parties hereby execute this First Amendment to Development Agreement as of the first date stated above. COMMISSION: SOUTH BEND REDEVELOPMENT COMMISSION By:____________________________________ Marcia I. Jones, President ATTEST: B y:____________________________________ Donald E. Inks, Secretary DEVELOPER: Wharf Partners LLC B y: _________________________________ Printed Name: Title: 1 COLLATERAL ASSIGNMENT OF DEVELOPMENT DOCUMENTS This Collateral Assignment of Development Documents (this "Assignment") is made effective as of December 13, 2018 by and between WHARF PARTNERS, LLC, an Indiana limited liability company ("Assignor" or “Borrower”), and LAKE CITY BANK, an Indiana state-chartered banking institution ("Assignee"). All capitalized terms used but not elsewhere defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below). R E C I T A L S: A.Pursuant to that certain Construction Loan Agreement executed by and between Assignor and Assignee on or about the date hereof (as the same may be amended from time to time, the “Loan Agreement”), Assignee has agreed to make certain loans and other extensions of credit to or for the account of Borrower (collectively, the “Loan”) upon the terms and subject to the conditions set forth therein. B.Assignor has entered into that certain Development Agreement dated effective as of February 22, 2018, as amended (the "Development Agreement") with the CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT, ACTING BY AND THROUGH ITS GOVERNING BODY, THE SOUTH BEND REDEVELOPMENT COMMISSION (the “Commission”). The Development Agreement, together with all associated material documents, agreements and instruments are set forth on Exhibit A attached hereto and will be referred to collectively as the "Development Documents". C.Assignee has required as a condition to the execution and delivery of the Loan Agreement by Assignee that Assignor execute and deliver this Assignment in favor of Assignee for its benefit to secure Borrower’s repayment of the Obligations (as hereinafter defined). NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Assignor and Assignee hereby agree as follows: This Assignment is made upon the following terms, covenants and conditions: 1.Assignment and Grant of Security Interest. As collateral security for the payment and performance of all of the obligations and liabilities of Borrower to Assignee, whether now existing or hereafter arising, under the Loan Agreement, and any other indebtedness or liability of Borrower to Assignee, either direct or indirect, joint or several, absolute or contingent, now or hereafter existing, however created or arising, and however evidenced (collectively herein, the "Obligations"), Assignor does hereby (i) assign and transfer to Assignee all of such Assignor's right, title and interest in and to the Development Documents and all benefits accruing therefrom, and (ii) grant to Assignee a security interest in all of such Assignor's right, title and interest in and to the Development Documents and all benefits accruing therefrom, all products and proceeds of the foregoing, and all renewals, extensions, modifications, supplements, replacements and amendments thereto and thereof (collectively, the "Collateral"). 2.Representations and Warranties. Assignor hereby agrees and represents and warrants to Assignee that: (a)Assignor has delivered to Assignee true, correct and complete copies of the Development Documents and the Development Documents are in full force and effect; ITEM: 5C2 2 (b)Assignor is the sole owner of Assignor's interest in the Development Documents, free and clear of all liens, claims and encumbrances, and Assignor shall make no other or further assignment of Assignor's interest in the Development Documents until the release of this Assignment; (c)Subject to Commission’s consent and approval, Assignor has full right and authority under the Development Documents to assign the same in accordance with the terms of this Assignment; (d)the Development Documents are valid and enforceable in accordance with their terms except as bankruptcy, insolvency, similar laws which affect creditors' rights generally or general equitable principles may limit such enforceability; (e)no presently effective Uniform Commercial Code financing statement covering any of the Collateral is on file with any public office; (f)all information with respect to the Collateral set forth in any schedule, certificate or other writing at any time furnished or to be furnished by Assignor to Assignee, and all other written information furnished or to be furnished by Assignor to Assignee, is and will be true and correct in all material respects as of the date furnished; and (g)the execution, delivery and performance of this Assignment will not violate any provision of any existing law or regulation or of any order or decree of any court or Governmental Authority applicable to Assignee, or of any material contract or other agreement binding upon or applicable to Assignor. 3.Amendment of the Development Documents; Further Assurances. Assignor agrees that Assignor: (a)will not, without the prior written consent of the Assignee, such consent not to be unreasonably withheld, terminate, modify, amend or supplement or suffer or permit any termination, material modification, material amendment or material supplement of any of the Development Documents; will execute and deliver, on request of Assignee, such financing statements as well as extensions, renewals and amendments thereof, and other notices, instruments or agreements as Assignee may reasonably require, to perfect Assignee's interest in the Collateral or carry out the agreements of the parties herein contained, and will pay all reasonable costs and expenses of filing and recording such financing statements and other notices, instruments and agreements; (b)will furnish Assignor such information concerning the Collateral as Assignee may from time to time reasonably request (including without limitation, each and every written demand, request, approval, notice or other communication given by or to Assignor under the Development Documents, including without limitation, any notices of any breaches of the Development Documents or claims for indemnification thereunder), and permit Assignee and its designees, upon reasonable advance notice to Assignor, to inspect, audit, and make copies of all records and other papers in the possession of Assignor which pertain to the Collateral; (c)will at all times defend against any and all claims adverse to the claims and rights of Assignee. 4.Further Assignment of the Development Documents. Assignor shall not, without the prior written consent of Assignee, sell, assign or convey any part of or all of such Assignor's right, title and interest in and to the Development Documents or pledge or otherwise encumber, create or permit 3 to exist any pledge, lien or other encumbrance upon any part or all of such Assignor's right, title and interest in and to the Development Documents other than the assignment interest hereby created. 5.Assignor Appointed Attorney-in-Fact. Assignor hereby irrevocably constitutes and appoints Assignee and any officer or agent thereof, with full power of substitution, as such Assignor's true and lawful attorney-in-fact and in the name of such Assignor or in its own name, from time to time, after the occurrence and during the continuance of a Default, in Assignee's discretion, for the purpose of carrying out the terms of this Assignment, to take any and all appropriate action and to execute and deliver any and all documents and instruments that Assignee may deem necessary or advisable to accomplish the purposes of this Assignment, including without limitation, to apply the proceeds of the Collateral to the Obligations and in furtherance thereof, in the name of Assignor or in Assignee's own name, demand, collect, withdraw, receive for or sue for all amounts due or to become due and payable upon any Collateral, execute any documents respecting any Collateral, and endorse the name of the Assignor on any or all commercial paper, transfer documents or as otherwise given in payment. Assignor hereby ratifies, to the extent permitted by law, all that any such attorneys will lawfully do or cause to be done by virtue hereof. This power, being coupled with an interest, is irrevocable until the Obligations are indefeasibly paid in full. 6.Default; Remedies. Any one or more of the following events (each herein called a "Default") shall occur, that is to say, in case (a) a breach of any representation or warranty or a default which remains uncured for thirty (30) days following written notice shall be made in the due observance or performance of any term, covenant or condition to be observed or performed pursuant to the terms, covenants or conditions of this Assignment, or (b) the occurrence of any Event of Default under the Loan Agreement. Upon the occurrence of a Default, the Assignee may, at any time, at its election and without notice, and to the extent permitted by law: (a)Exercise any one or more of the rights or remedies set forth in the Loan Agreement or herein, and in addition, Assignee shall have full power and authority to exercise all or any one or more of the rights or remedies of a secured party under the Uniform Commercial Code of Indiana; (b)Proceed immediately to exercise each and all of the powers, rights and privileges the Assignor may have with respect to the Development Documents or otherwise with respect to the Collateral; (c)Proceed to protect and enforce this Assignment by suit or proceedings in equity, at law or otherwise, whether for the foreclosure hereunder or for the enforcement of any other proper, legal or equitable remedy available under applicable law; or (d)Without demand, notice or advertisement, all of which are hereby expressly waived to the extent permitted by applicable law, Assignee may sell, pledge, transfer or otherwise dispose of, or enter into an agreement with respect to the foregoing, or otherwise realize on any of the Collateral, or any part thereof, at public or private sales, or otherwise, and at such time or times within ordinary business hours, for a purchase price or prices in cash or, without assuming any credit risk or thereby discharging the Obligations to the extent of said purchase price until paid in cash and reserving the right to resell the Collateral upon the failure of said purchaser to so pay the purchase price therefor, upon credit or future delivery, and upon such terms and conditions that Assignee deems satisfactory. 7.Assignee's Obligations; Assignment for Security Purposes Only; Indemnity. The Collateral is assigned and transferred to Assignee as collateral security only and, accordingly, Assignee by its acceptance shall not be deemed to have assumed or become liable for any of the obligations or 4 liabilities of Assignor, whether provided for by the terms of any Development Documents or arising by operation of law or otherwise, and any such assumption is expressly disclaimed. Nothing contained in this Assignment shall alter, amend, discharge, modify or release Assignor from any of its obligations under the Development Documents. The relationship between Assignee and Assignor are solely that of a lender and borrower, and nothing contained herein shall in any manner be construed as making the parties hereto partners or joint venturers or creating any other relationship. Assignor hereby agrees to indemnify and hold the Assignee free and harmless from and against any and all loss, damage, claim, liability, cost and expense (including reasonable attorneys' fees and costs) incurred by Assignee (collectively, "Losses") by reason of the Assignee's acceptance of this Assignment or any efforts to impose any liability upon the Assignee for the obligations of the Assignor with respect to the Collateral, except arising from Assignee’s gross negligence or willful misconduct. 8. Expenses. If any action or proceeding is commenced to which action or proceeding Assignee is made a party and in which it becomes necessary to defend or uphold this Assignment, all reasonable costs incurred by Assignee for the expenses of such litigation (including reasonable attorneys' fees and expenses) shall be paid to Assignee by Assignor upon demand therefor. In addition, in case it becomes necessary for Assignee to commence or be made a party to any other suit in equity, action at law or other appropriate proceeding, Assignor further covenants and agrees to pay to Assignee all costs of such suit, action or proceeding as well as the reasonable fees of Assignee's attorneys in connection therewith, which costs and fees may be included in the judgment in any such suit, action or proceeding. 9.Assignment Controls. To the extent the terms of this Assignment conflict with the provisions of the Development Documents, the terms of this Assignment shall control. 10. Amendments. No amendments or waiver of any provision of this Assignment nor consent to any departure by Assignor herefrom shall in any event be effective unless the same shall be in writing, approved and signed by Assignee and Assignor, and then such waiver or consent be effective only in the specific instance and for the specific purpose for which given. 11. Address for Notices. Any notice required or permitted to be given under this Assignment shall be given in accordance with the Loan Agreement. 12.Governing Law; Severability. This Assignment shall be governed by, and be construed and interpreted in accordance with, the internal laws of the State of Indiana. Whenever possible, each provision of this Assignment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and without invalidating the remaining provisions of this Assignment. 13.WAIVER OF JURY TRIAL. ASSIGNOR AND ASSIGNEE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS ASSIGNMENT. 14.Execution in Counterparts. This Assignment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5 15.Waivers. Assignor consents to, and waives notice of, any extension, renewal, or modification from time to time of any of the Obligations and the release of any party primarily or secondarily liable, whether as borrower, guarantor or otherwise, or of any security, and Assignor further agrees that except as provided in this Assignment, nothing Assignee shall do or leave undone, with regard to the collection of the Obligations or any other collateral security therefor, shall affect the rights of Assignee under this Assignment. No delay or failure on the part of Assignee in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by Assignee of any right, power or remedy shall preclude other or further exercise of any other right, power or remedy. All remedies are cumulative and are not exclusive. KD_9671450_3.docx [signature pages follow] [SIGNATURE PAGE - COLLATERAL ASSIGNMENT OF DEVELOPMENT DOCUMENTS] IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment effective as of the day and year first above written. ASSIGNOR: WHARF PARTNERS, LLC, an Indiana limited liability company By: Frank A. Perri, Manager STATE OF INDIANA ) ) SS: COUNTY OF ______________ ) Before me, a Notary Public in and for said County and State, personally appeared Frank A. Perri, the Manager of Wharf Partners, LLC, an Indiana limited liability company, who, having been duly sworn, acknowledged the execution of the foregoing instrument for and on behalf of such entity as such officer or other representative. WITNESS my hand and Notarial Seal this ___day December, 2018. _______________________________ Notary Public _______________________________ Notary Public (Printed) My Commission Expires: My County of Residence: ______________________ ________________________________ [SIGNATURE PAGE - COLLATERAL ASSIGNMENT OF DEVELOPMENT DOCUMENTS] ASSIGNEE: LAKE CITY BANK By: Patti McNarney, Vice President [SIGNATURE PAGE - COLLATERAL ASSIGNMENT OF DEVELOPMENT DOCUMENTS] CONSENT The undersigned hereby, on behalf of the Commission: (1) consents to the foregoing Assignment; (2) agrees that Assignor entering into this Assignment shall not be deemed to be a breach under the Development Documents described in the foregoing Assignment; and (3) agrees that, should Assignee choose to exercise its rights under this Assignment, the undersigned shall recognize Assignee as Developer (as defined in the Development Documents) and accord to Assignee all rights and privileges of Developer under the Development Documents. SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: ____________________________ Title: ______________________________ Date: ________________________, 2018 EXHIBIT A DESCRIPTION OF DEVELOPMENT DOCUMENTS ________________________________ ________________________________ ________________________________ ________________________________ RESOLUTION NO. 3461 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION PLEDGING TAX INCREMENT FINANCE REVENUES FOR THE PAYMENT OF SYSTEM DEVELOPMENT CHARGES ON BEHALF OF WHARF PARTNERS, LLC WHEREAS, the South Bend Redevelopment Commission (the “Commission”) exists and operates pursuant to I.C. 36-7-14, as amended (the “Act”); and WHEREAS, the Commission and Wharf Partners, LLC (the “Developer”) entered into that certain Development Agreement, dated February 22, 2018 (the “Agreement”), concerning the Developer’s development of the Developer Property (as defined in the Agreement), including the construction of new buildings (the “Project”), in the River East Development Area (the “Area”) of the City of South Bend, Indiana (the “City”); and WHEREAS, as an incentive for and an inducement of the Developer’s construction of the Project, the City intends to assist the development by requesting an appropriation by and approval from the Commission for payment to the City on the Developer’s behalf an amount not to exceed Sixty-Two Thousand Six Hundred Ninety-Four Dollars ($62,694) for the system development charges (the “SDC”) computed and payable under the South Bend Municipal Code Sections 17-79 and 17-80 (together, the “SDC Ordinance”) in connection with the Developer’s construction of the Project; and WHEREAS, the Commission desires to pledge tax increment finance revenues collected in the Area (the “TIF Revenues”) in an amount equal to the SDC for the Project, up to Sixty-Two Thousand Six Hundred Ninety-Four Dollars ($62,694), for the payment of the SDC on the Developer’s behalf and toward the completion of the Local Public Improvements (as defined in the Agreement); and WHEREAS, pursuant to Section 36-7-14-39(b)(3)(G) of the Act, the Commission may expend the TIF Revenues to reimburse the City for the City’s expenditures made for local public improvements that are physically located in the Area; and WHEREAS, the Commission anticipates that the City will expend funds for local public improvements that may serve both the Project and future developments in the Project’s vicinity, or other developments within the Area. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The Commission hereby pledges the TIF Revenues, in an amount not to exceed Sixty-Two Thousand Six Hundred Ninety-Four Dollars ($62,694), for the payment of the SDC on behalf of the Developer and approves the expenditure of the TIF Revenues to reimburse the City for qualifying costs expended on the Local Public Improvements using the following procedure: ITEM: 5C3 (a)Upon issuance of a utility verification form, or other invoice for the SDC, by the City’s Department of Public Works (“DPW”) to the Developer in accordance with the provisions of the SDC Ordinance and DPW’s internal operating procedures, the City’s Department of Community Investment (“DCI”), acting on behalf of the Commission pursuant to this Resolution, will submit a copy of this Resolution to the City Engineer expressing the Commission’s pledge of the TIF Revenues, up to Sixty-Two Thousand Six Hundred Ninety-Four Dollars ($62,694), for payment of the SDC. (b)DCI, acting on behalf of the Commission pursuant to this Resolution, will coordinate with DPW and the City Engineer to identify the City’s qualifying costs incurred for the Local Public Improvements for reimbursement by the Commission. (c)After completion of the Local Public Improvements, and payment by the City of the costs of such improvements, the Commission will approve a claim in an amount equal to the SDC, not to exceed Sixty-Two Thousand Six Hundred Ninety-Four Dollars ($62,694), at the Commission’s next regular meeting and pay such sum to the City in the ordinary course of business thereafter. 2.The Commission hereby authorizes and instructs Daniel Buckenmeyer, or his designee, of DCI, in coordination with legal counsel, to take on behalf of the Commission all necessary administrative actions to accomplish the purposes of this Resolution. 3.This Resolution will be in full force and effect upon its adoption by the Commission. Signature Page Follows ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 13, 2018, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Marcia I. Jones, President ATTEST: ______________________________ Donald E. Inks, Secretary MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (this “Agreement”), effective as of this 13th day of December 2018, by and between the City of South Bend Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and Wharf Partners, LLC, an Indiana limited liability company (the “Developer”) (the Developer and the Commission each being referred to herein as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953, as amended (the “Act”); and WHEREAS, the Commission and the Developer have previously entered into a Development Agreement, dated as of February 22, 2018, as the same may be amended from time to time (collectively, the “Development Agreement”), whereby the Developer agreed to undertake an economic development project more fully described in the Development Agreement (the “Project”) on certain property owned by the Developer described in the Development Agreement (the “Developer Property”); and WHEREAS, the Developer Property is wholly located within the boundaries of the River East Development Area (the “Area”), an area previously designated by the City as an economic development area and an allocation area for purposes of tax increment finance (“TIF”) and as more fully described in the Development Agreement, the Commission believes completion of the Project is consistent with the goals of the development plan previously approved by the Commission for the Area; and WHEREAS, the Commission agreed to undertake certain local public improvements as more fully described in the Development Agreement; and WHEREAS, since executing the Development Agreement, the Parties have determined that, to ensure success of the Project and continued operation and development of the surrounding properties, certain additional conveyances of real property, namely the granting and/or termination of temporary and permanent easements, will be necessary to accommodate the completion of the Project; and WHEREAS, the Parties also desire to set forth further agreements with regard to other maintenance and development concerns. NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1.Recitals. The representations, covenants and recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement by this reference. ITEM: 5C4 2 2.Temporary Easements. a.Commission Grants of Temporary Easement. The Commission agrees to grant a temporary construction easement to the Developer for the use of that portion of Lot 3 marked as Outlot “A” on the Seitz Park Minor Subdivision plat (the “Seitz Park Plat”), which is attached as Exhibit A for reference, during completion of Phase 1 of the Project (as described in the Development Agreement) including for the purpose of locating sheet pilings thereon (the “Seitz Outlot”). Additionally, the Commission agrees to grant a temporary construction easement to the Developer for the use of Outlot A, as designated on the Cascades Minor Subdivision plat (the “Cascades Plat”), attached hereto for reference as Exhibit B, for use during the construction of Phase 2 of the Project including for the purpose of locating sheet pilings thereon (the “Cascades Outlot”). The City of South Bend (the “City”) contemplates that it will be constructing improvements to the area commonly known as the River Walk, which is located on the Cascades Outlot, and the Parties agree to work in good faith to coordinate the timing of their respective projects. b.Developer Responsibilities. With respect to the temporary easements granted by Commission herein, the Developer agrees that it will provide a clear lane over the Seitz Outlot at least 15 feet wide or will cause its contractor to move any temporary construction barriers as necessary to provide such 15 feet wide lane so that said drive may be used by contractors working in Seitz Park (the “Park”) to construct a hydroelectric power generation facility adjacent to the Park and also to reconstruct the Park. The Developer agrees to coordinate the installation of sheet pilings on the Cascades Outlot with improvements to be undertaken by the City thereon and agrees further that it will reimburse and indemnify the City for any damage to the trail improvements installed by the City on the Cascades Outlot that may occur as a result of the installation of the sheet pilings by the Developer or its contractors or for any increased costs of the trail improvements resulting from the installation of the sheet pilings. The Developer agrees (i) that the River Lights structures (the “Structures”) presently on the Cascades Outlot will remain during construction by the Developer, and the Developer will reimburse and indemnify the Commission for any damage to such Structures as a result of the Developer’s use of the Cascades Outlot for its Project and (ii) to the extent that the Structures must be relocated during such construction, the Developer shall be solely responsible for all expenses incurred by the Commission for the temporary relocation and later reinstallation of the Structures. c.Developer Grant of Temporary Easement. The Developer agrees to grant to the Commission a temporary easement over Lot 1 identified on the Cascades Plat to provide parking for up to 26 automobiles for a period beginning on the date hereof until August 31, 2020, or sooner as required to accommodate the parking spaces displaced by neighboring construction projects. In the event that the grant of this temporary easement precludes the Developer from commencing phase II of 3 its Project, the City agrees to assist Developer by coordinating with neighboring construction projects and landowners to facilitate Developer’s objectives. Prior to first use, the Commission shall provide evidence of insurance for use of Lot 1 for parking purposes. The Commission agrees to undertake any improvements and repairs and provide routine maintenance necessary to use Lot 1 for the purposes described herein. The Developer agrees that the Commission shall have exclusive use of the parking spaces for itself and tenants of the property commonly known as Stephenson Mills, located as depicted on Lot 4 of the Cascades Plat. Further, the Developer agrees that if any permanent lighting is removed from this area for construction purposes, Developer will provide temporary lighting for the parking area. 3.Permanent Easements. The Commission agrees to grant to the Developer the following permanent easements: (i) over Lot 1 as depicted on the Seitz Plat for ingress and egress to and from the Developer’s property, (ii) over the Cascades Outlot for the purpose of installing and maintaining footings, lights, and landscaping, subject to the prior approval of the Commission, and (iii) under the southern portion of the Cascades Outlot for the purpose of discharging storm outfall. The Commission authorizes the Executive Director of the City’s Department of Community Investment or his designee to receive notice of and approve Developer’s plans for and installation of such improvements, and Developer shall be responsible for all maintenance pertaining to such improvements. Developer shall indemnify the Commission for any loss or damage resulting from the improvements, including any additional costs required for the City’s improvements to the River Walk which are caused directly or indirectly by the Developer’s improvements. 4. Terminations of Easements. The Developer acquired certain easement rights over Lot 2 as depicted on the Seitz Park Plat and Lot 4 as depicted on the Cascades Plat, which the Developer agrees to terminate. Additionally, the Commission shall work with FREG Stephenson Mills Associates, LLC (“FREG”) to terminate any interest FREG may have in Lot 2 as depicted on the Cascades Plat. 5.Easement Agreements. The Parties shall mutually agree upon the terms of the easement agreements and terminations contemplated herein and agree to execute such instruments within a reasonable time after the execution of this Agreement to effect the transactions contemplated hereby. 6.Property Transfers. Concurrently with this Agreement, the Commission shall transfer its ownership interest in Lot 2 as depicted on the Cascades Plat to the Developer, and the Developer shall transfer its ownership interest in the Cascades Outlot and a portion of Lot 4 as depicted in the Cascades Plat and more particularly shown as the western twelve feet (12’) of Lot 1 as depicted on the Seitz Park Plat to the Commission. 7.Miscellaneous. a.Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms 4 and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. b.Amendment. This agreement may be modified only by the written mutual consent of the Parties. c.Attorneys’ Fees. In the event of litigation, mediation, or arbitration among the parties regarding an alleged breach of this Agreement, neither Party shall be entitled to any award of attorneys’ fees. d.Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed and governed according to the laws of the State of Indiana, and any disputes arising hereunder that cannot be resolved amicably as set forth herein shall be resolved exclusively in state or federal courts seated in St. Joseph County, Indiana. In any legal proceeding, each Party waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by all Parties. e.Counterparts. This agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. f.Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. [Signatures follow on next page.] 5 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the date first set forth above. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: _____________________________________ Donald E. Inks, Secretary WHARF PARTNERS, LLC, an Indiana limited liability company B y: Printed Name: Its RESOLUTION NO. 3459 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION ACCEPTING THE TRANSFER OF REAL PROPERTY FROM AND TRANSFERRING REAL PROPERTY TO WHARF PARTNERS LLC WHEREAS, the South Bend Redevelopment Commission (the “Commission”) is the governing body of the City of South Bend, Indiana Department of Redevelopment (“Redevelopment Department”) and exists and operates pursuant to Indiana Code Section 36-7- 14 (the “Act”); and WHEREAS, the Commission and Wharf Partners LLC (the “Developer”) entered into a Development Agreement, dated February 22, 2018, as the same may be amended from time to time (collectively, the “Agreement”); and WHEREAS, pursuant to Section 5.2(a)(ii) of the Agreement, the Developer is obligated to transfer its interest in certain portions of its properties to the Commission, as set forth more specifically in Exhibit A, attached hereto (the “Parcels 1 and 2”); and WHEREAS, pursuant to Section 5.2(a)(i) of the Agreement, the Developer completed a subdivision replat of the Developer Property (as defined in the Agreement) (the “Replat”), which Replat is attached hereto as Exhibit B, was accepted by the Redevelopment Department, and recorded as Document No. 1808428 on April 12, 2018, in the Office of the St. Joseph County, Indiana Recorder; and WHEREAS, the Replat necessitates the transfer to the Developer of the Commission’s interest in a certain portion of property held by the Commission, as set forth more specifically in Exhibit C, attached hereto (the “Commission Property”); and WHEREAS, the Commission Property previously was offered for sale as a part of a larger parcel, but the Commission Property was not sold; and WHEREAS, the Commission and the Developer desire to transfer and accept such properties as required to fulfill their respective obligations arising under the terms of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The Commission hereby accepts the conveyance of Parcels 1 and 2 from the Developer in the form of a quit claim deed substantially similar to the document attached hereto as Exhibit D, conveying all of the Developer’s right, title, and interest in Parcels 1 and 2 to the Commission. 2.The Commission authorizes David Relos of the City’s Department of Community Investment to act on behalf of the Commission in presenting the deeds for recordation in the ITEM: 5C5 Office of the Recorder of St. Joseph County, Indiana and executing any other document necessary to effect the Commission’s acceptance of Parcels 1 and 2. 3.The Commission hereby transfers the Commission Property to the Developer, subject to all easements and restrictions of record, in the form of a quit claim deed substantially similar to the document attached hereto as Exhibit E, conveying all of the Commission’s right, title, and interest in the Commission Property to the Developer. 4.This Resolution will be in full force and effect upon its adoption by the Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 13, 2018, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Marcia I. Jones, President ATTEST: ______________________________ Donald E. Inks, Secretary EXHIBIT A Parcel 1 Outlot A of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000203 Parcel 2 Lot 4 of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000702 EXHIBIT B Replat EXHIBIT C Commission Property Lot 2 of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000204 EXHIBIT D Form of Quit Claim Deed Parcels 1 & 2 QUIT CLAIM DEED THIS INDENTURE WITNESSETH THAT Wharf Partners LLC (the “Grantor”): CONVEYS AND QUIT CLAIMS TO the Department of Redevelopment of the City of South Bend, for the use and benefit of the Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, all of Grantor’s interest in the real estate located in St. Joseph County, Indiana, and more particularly described as follows (the “Property”): Outlot A of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000203 and Lot 4 of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000702 Grantor hereby conveys the Property subject to all covenants, restrictions, easements, and other matters of record. The undersigned person executing this Quit Claim Deed on behalf of the Grantor represent and certify that he or she has been fully empowered and authorized to execute this Quit Claim Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. [Signature page follows.] Dated this ______ day of ____________________________, 2018. GRANTOR: Wharf Partners LLC By: Printed: Its: STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State, this _____ day of ___________________, 2018, personally appeared ______________________________, known to me to be the ______________________________ of Wharf Partners LLC, who acknowledged the execution of the foregoing Quit Claim Deed, being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. ___________________________, Notary Public Resident of _______________ County, _______ Commission expires: _____________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Sandra L. Kennedy Prepared by Sandra L. Kennedy, Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 EXHIBIT E Form of Quit Claim Deed Commission Property QUIT CLAIM DEED THIS INDENTURE WITNESSETH THAT the Department of Redevelopment of the City of South Bend, by and through its governing body, the South Bend Redevelopment Commission (the “Grantor”): CONVEYS AND QUIT CLAIMS TO Wharf Partners LLC (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the real estate located in St. Joseph County, Indiana, and more particularly described as follows (the “Property”): Lot 2 of the plat of Cascade Minor Subdivision recorded on April 12, 2018, as Document No. 1808428, in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-5001-000204 Grantor hereby conveys the Property subject to all covenants, restrictions, easements, and other matters of record. The undersigned persons executing this Quit Claim Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Quit Claim Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. [Signature page follows.] Dated this 13th day of December 2018. GRANTOR: Department of Redevelopment of the City of South Bend, by and through its governing body, the South Bend Redevelopment Commission By: Marcia I. Jones, President STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State this 13th day of December 2018, personally appeared Marcia I. Jones, known to me to be the President of the South Bend Redevelopment Commission, and acknowledged the execution of the foregoing Quit Claim Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. Mary C. Brazinsky, Notary Public Resident of St. Joseph County, Indiana Commission expires: December 12, 2024 I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Sandra L. Kennedy Prepared by Sandra L. Kennedy, Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 Redevelopment Commission Agenda Item DATE: December 11, 2018 FROM: Kara Boyles, City Engineer SUBJECT: Budget Request – Douglas Road Utility Relocation #118-116 Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Funding in the amount of $200,000 for professional engineering services related to the relocation of the Douglas Road Lift Station, force main, gravity sewer and potential water main conflicts. Specifics: In 2021, St. Joseph County plans to widen a section of Douglas Road that will affect various South Bend utilities located in, and that serve, the Douglas Road TIF District. Due to the widening of the roadway, the City will need to relocate a critical (high flow) lift station located near Juday Creek, as well as a 10” force main under the existing pavement. Potential gravity sewer relocations will also be necessary, pending conflicts with the proposed improvements. It is anticipated that water main conflicts may also require redesign. Based on an initial estimate, we anticipate that the construction of a new lift station and force main will be approximately $2.2M to $2.5. There are numerous considerations to be mindful of due to the fact that this is a federal aid project; thus, it is possible that wetlands may also be affected due to the limited right-of-way in this area. INTERNAL USE ONLY: Project Code: ______________________________________________; Total Amount new/change (inc/dec) in budget: _______$200K________; Break down: Costs: Engineering Amt: ______$200K____________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? _No_ Existing PO#_________ Inc/Dec $_____________ ITEM: 5D1 227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 | P: 574-235-9371 | FAX: 574-235-9021 | SOUTHBENDIN.GOV Department of Community Investment Redevelopment Commission Agenda Item DATE: December 13th, 2018 FROM: Patrick Sherman: Project Manager SUBJECT: O’Brien Recreation Center Renovation – Budget Request PURPOSE OF REQUEST: The City of South Bend wishes to make improvements to the facilities located at O’Brien Park as part of the My South Bend Parks and Trails initiative. The existing Recreation Center requires improvements so that it meets the current and future needs of its users. These improvements will include several significant improvements to benefit the community and members of the O’Brien Fitness Center. Administration offices in the building will be eliminated to create additional programming space. Restrooms on the main level will be modernized and expanded to improve health and safety as well as meet modern ADA requirements. There will also be several space planning and programming improvements to activate more of the building and provide a better experience. Staff requests Commission approval of a budget of $580,000 to support the design and construction of improvements at O’Brien Recreation Center. INTERNAL USE ONLY: Project Code:__TBD_________ Total Amount new/change (inc/dec) in budget: $580,000.00___; broken down by: Acct #_430.1050.460.42.02 Amt:_$_580,000.00__; Acct #____________________ Amt:________________; Acct #________________ Amt:___________; Acct #_______________ Amt:___________; Going to BPW for Contracting? Y/N Is this item ready to encumber now? _Yes_______ Existing PO# ______Inc/Dec $_____________ ITEM: 5E1