Loading...
HomeMy WebLinkAboutRDC Packet 3.14.19 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, March 14, 2019 9:30 a.m. 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of Thursday, February 14, 2019 3. Approval of Claims A. Ratified Claims Submitted March 14, 2019 4. Old Business 5. New Business A. River West Development Area 1. Resolution No. 3476 (Pledging TIF for Unity Gardens SDC) – D2 2. Resolution No. 3477 (Authorizing Purchase of 618 Marion Street) – D2 3. Agreement to Buy and Sell Real Estate (618 Marion Street) – D2 4. Real Estate Purchase Agreement (2020 South Main) – D2 5. Fourth Amendment to Development Agreement (Heading for Home, LLC) – D2 6. License Agreement (DTSB 2019) – D2 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting: Thursday, March 28, 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 with Reasonable advanced notice. South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING February 14, 2019 9:30 a.m. 227 West Jefferson Boulevard Presiding: Marcia Jones, President South Bend, Indiana The meeting was called to order at 9:30 a.m. 1. ROLL CALL Members Present: Marcia Jones, President Dave Varner, Vice-President Don Inks, Secretary Gavin Ferlic, Commissioner Quentin Phillips, Commissioner Leslie Wesley, Commissioner Members Absent: Legal Counsel: Sandra Kennedy, Esq. Redevelopment Staff: David Relos, RDC Staff Mary Brazinsky, Board Secretary - Absent Others Present: Daniel Buckenmeyer Elizabeth Leonard Inks Chris Dressel Todd Zeiger Blair Wozny Caleb Bauer Conrad Damian Jim Bognar Sue Kesim DCI DCI DCI 801 W Washington SB Cressy South Bend Tribune 718 E Broadway SB 807 W Washington SB 4022 Kennedy Drive SB South Bend Redevelopment Commission Regular Meeting – February 14, 2019 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, January 24, 2019 Upon a motion by Secretary Inks, seconded by Commissioner Ferlic, the motion carried unanimously, the Commission approved the minutes of the regular meeting of Thursday, January 24, 2019. 3. Approval of Claims A. Claims Submitted February 14, 2019 Upon a motion by Secretary Inks, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the claims submitted on Thursday, February 14, 2019. 4. Old Business 5. New Business A. Public Hearing 1. Resolution No. 3471 (River West Development Area) Ms. Leonard Inks presented Resolution No. 3471 (River West Development Area). This is for the appropriation of $19m of funds in the River West Development Area. Any project not committed will have to be brought through the Commission. President Jones opened the floor to the public for comments. President Jones closed the floor to the public as there were no comments. South Bend Redevelopment Commission Regular Meeting – February 14, 2019 President Jones opened the floor to the Commissioner’s for comment. President Jones closed the floor to the Commissioner’s as there were no comments. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3471 (River West Development Area) submitted on Thursday, February 14, 2019 2. Resolution No. 3472 (River East Development Area) Ms. Leonard Inks presented Resolution No. 3472 (River East Development Area). This is for the appropriation of $2m of funds in the River East Development Area. President Jones opened the floor to the public for comments. President Jones closed the floor to the public as there were no comments. President Jones opened the floor to the Commissioner’s for comment. President Jones closed the floor to the Commissioner’s as there were no comments. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3472 (River East Development Area) submitted on Thursday, February 14, 2019 3. Resolution No. 3473 (South Side Development Area) Ms. Leonard Inks presented Resolution No. 3473 (South Side Development Area). This is for the appropriation of $5.3m of funds in the South Side Development Area. President Jones opened the floor to the public for comments. President Jones closed the floor to the public as there were no comments. President Jones opened the floor to the Commissioner’s for comment. President Jones closed the floor to the Commissioner’s as there were no comments. Upon a motion by Secretary Inks, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3473 (South Side Development Area) submitted on Thursday, February 14, 2019. 4. Resolution No. 3474 (Douglas Road Economic Development Area) Ms. Leonard Inks presented Resolution No. 3474 (Douglas Road Economic Development Area). This is for appropriation of $208k of funds in the Douglas Road Economic Development Area. On December 13, 2018 the Engineering Department had a budget for the Douglas Road Utility Relocation approved by the Commission. South Bend Redevelopment Commission Regular Meeting – February 14, 2019 President Jones opened the floor to the public for comments. President Jones closed the floor to the public as there were no comments. President Jones opened the floor to the Commissioner’s for comment. President Jones closed the floor to the Commissioner’s as there were no comments. Upon a motion by Secretary Inks, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3474 (Douglas Road Economic Development Area) submitted on Thursday, February 14, 2019. 5. Resolution No. 3475 (Redevelopment Retail) Ms. Leonard Inks presented Resolution No. 3475 (Redevelopment Retail). This is for appropriation of $8,600 of funds in Fund 425, which covered the Michigan Street Shops, Wayne St. Garage Retail, and Leighton Plaza. Since the Michigan Street Shops and Wayne St. Retail spaces have been sold, the remaining funds in this Fund will be made available to Venue Parks and Arts for Leighton Plaza’s maintenance needs. President Jones opened the floor to the public for comments. President Jones closed the floor to the public as there were no comments. President Jones opened the floor to the Commissioner’s for comment. President Jones closed the floor to the Commissioner’s as there were no comments. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved Resolution No. 3475 (Redevelopment Retail) submitted on Thursday, February 14, 2019. B. River West Development Area 1. First Amendment to Development Agreement (REW, LLC) Mr. Buckenmeyer presented the First Amendment to Development Agreement (REW, LLC). This Amendment is to add a couple more elements in for which our public funding may be used. The agreement language will include paving/top coat and striping; landscaping and irrigation for this site. Commission approval is requested. Upon a motion by Vice-President Varner, seconded by Commissioner Ferlic, the motion carried unanimously, the Commission approved the First Amendment to Development Agreement (REW, LLC) submitted on Thursday, February 14, 2019. 2. Budget Request (Coal Line Project – United Consulting) Mr. Dressel presented the Budget Request (Coal Line Project – United Consulting). This is for the ongoing project of the Coal Line Trail, a 1.4 mile multi-use trail system. Staff is seeking approval of $240,000 associated with the upcoming property acquisition phase of this project, expected to be South Bend Redevelopment Commission Regular Meeting – February 14, 2019 completed in 2021. The funds are necessary for acquisition services including appraising; coordinating appraisal review; management and supervision of the process; and the buying of properties. We will be acquiring only partial sections of land; this will not include any homes. The trail design calls for the acquisition of approximately 50 parcels within the future trail area, the majority falling within the former rail corridor. Commission approval is requested. Upon a motion by Commissioner Ferlic, seconded by Secretary Inks, the motion carried unanimously, the Commission approved the Budget Request (Coal Line Project – United Consulting) submitted on Thursday, February 14, 2019. 3. Resolution No. 3470 (Declaring Certain Property Blighted) Mr. Relos presented Resolution No. 3470 (Declaring Certain Property Blighted). Last year a new Section 19.5 was added to the Redevelopment Statute. This section allows the Commission to acquire property that is blighted, unsafe, abandoned, foreclosed, or structurally damaged from a willing seller. Resolution No. 3470 declares the lot behind 740 S Michigan Street as blighted. The property is in an area of S. Michigan Street that has been vacant for many years. Commission approval is requested. Upon a motion by Secretary Inks, seconded by Commissioner Ferlic, the motion carried unanimously, the Commission approved Resolution No. 3470 (Declaring Certain Property Blighted) submitted on Thursday, February 14, 2019. 4. Agreement to Buy and Sell Real Estate (vacant lot behind 740 S. Michigan Street) Mr. Relos presented the Agreement to Buy and Sell Real Estate (vacant lot behind 740 S Michigan St.). This Agreement is for the vacant lot behind Bendix Local 9’s building, and is for its average appraised value of $16,500. Commission approval is requested. Upon a motion by Commissioner Ferlic, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the Agreement to Buy and Sell Real Estate (vacant lot behind 740 S. Michigan St) submitted on Thursday, February 14, 2019. 5. Temporary Access Agreement (vacant lot behind 740 S. Michigan Street) Mr. Relos presented the Temporary Access Agreement (vacant lot behind 740 S. Michigan St.). This Agreement is for the vacant lot referenced in Item 4 above, and will allow Bendix Local #9 access to the lot for their monthly retiree meetings. The Agreement calls for them to name the City as an additional insured on their insurance policy and may be terminated by the Commission upon written notification. Commission approval is requested. South Bend Redevelopment Commission Regular Meeting – February 14, 2019 Upon a motion by Secretary Inks, seconded by Commissioner Phillips, the motion carried unanimously, the Commission approved the Temporary Access Agreement (vacant lot behind 740 S. Michigan St.) submitted on Thursday, February 14, 2019. C. West Washington Development Area 1. Development Agreement (Indiana Landmarks) Mr. Relos presented this Development Agreement with Indiana Landmarks, who has moved into the Kizer Mansion at 803 W Washington, across the street from the Oliver Mansion and in the heart of the West Washington National Historic District and the West Washington Chapin Development Area. They are doing a great job at rehabbing the property; including rebuilding the chimneys, tuck pointing of the stone exterior, rebuilding the roof parapet, new roof and gutters, and are currently completing earthwork and landscaping to rid the front of the house of its concrete front yard, in addition to the removal of a curb cut at the intersection, a new entrance off Charles Martin Dr., and new drywells and parking area in the rear. This agreement is to fund up to $200k for window repair/replacement and if possible, new storm windows. The Near West Side Neighborhood Organization supports this request. Todd Zeiger, Executive Director of Indiana Landmarks, noted the earthwork and site work have been significant. The underground work, carriage house and its second floor projects have been ongoing. By this summer the exterior and second floor of the garage will be complete. Students at Notre Dame and the Bradley Co. have assisted in an analysis for best uses of the interior of the house. The property has been opened several times for tours, seeing 400 to 700 people per tour. Mr. Bognar has been a great neighbor with the extensive rehab of this project. Mr. Bognar spoke about the Neighborhood Association giving a great presentation. West Washington is the last original TIF in South Bend and understands that it is going away. He appreciates all that the City and South Bend Heritage has done over the years. It’s been a great partnership with linking downtown to the West Washington Area. Upon a motion by Secretary Inks, seconded by Commissioner Ferlic, the motion carried unanimously, the Commission approved the Development Agreement (Indiana Landmarks) submitted on Thursday, February 14, 2019. 6. Progress Reports A. Tax Abatement 1. 2920 W Sample Street that has been vacant for many years, Gray Steel in conjunction with Steel Warehouse, is building a 70,000 square foot facility on 8 acres. They are spending approximately $2m and creating 20 jobs. This is owned by women entrepreneurs. They will be cutting steel into new shapes for various businesses. South Bend Redevelopment Commission Regular Meeting – February 14, 2019 2. Action was taken on the former Drewery’s site. More fines were levied by Code Enforcement, and the City is working on cleaning up this site. B. Common Council C. Other 1. An update on Sherman Cleaners was given by Ms. Kennedy. In 2016 the City filed a lawsuit against the former owners of this site. They have found elevated TCE concentrations, which is a solvent used in dry cleaning. It is contended that past owners disposed of that material in the soil before it was understood what it would do to future generations. As a part of this lawsuit we are filing a claim against our insurance carrier, with the Redevelopment Commission being named a plaintiff because of property ownership interests. 7. Next Commission Meeting: Thursday, February 28, 2019, 9:30 a.m. 8. Adjournment Thursday, February 14, 2019, 10:02 a.m. David Relos, Property Development Manager Marcia I. Jones, President RESOLUTION NO. 3476 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION PLEDGING TAX INCREMENT FINANCE REVENUES FOR THE PAYMENT OF SYSTEM DEVELOPMENT CHARGES ON BEHALF OF UNITY GARDENS, 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 Unity Gardens, LLC (the “Developer”) entered into that certain Development Agreement, dated October 27, 2016 and amended on January 24, 2019 (collectively, the “Agreement”), concerning the Developer’s development of the Developer Property (as defined in the Agreement), including the construction of a new building (the “Project”), in the River West 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 One Thousand Four Hundred Fifty-Eight Dollars ($1,458) 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 One Thousand Four Hundred Fifty-Eight Dollars ($1,458), 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 One Thousand Four Hundred Fifty-Eight Dollars ($1,458), 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: (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 One Thousand Four Hundred Fifty-Eight Dollars ($1,458), 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 One Thousand Four Hundred Fifty-Eight Dollars ($1,458), 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 February 28, 2019, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ David Varner, Vice President ATTEST: ______________________________ Donald E. Inks, Secretary 1 FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT This Fourth Amendment to Development Agreement (this “Fourth Amendment”), is effective as of March 14, 2019 (the “Fourth Amendment Effective Date”), by and between the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and Heading for Home LLC, a Delaware limited liability company with offices at 501 W. South St., South Bend, Indiana 46601 (the “Developer”) (each, a “Party,” and collectively, the “Parties”). RECITALS A. The Parties entered into that certain Development Agreement dated August 25, 2016, as amended by the First Amendment, dated June 15, 2017, the Second Amendment, dated April 26, 2018, and the Third Amendment, dated June 28, 2018 (collectively, the “Development Agreement”), concerning the Developer’s development of the Developer Property as a mixed-use project including, without limitation, residential, commercial, and retail/hospitality uses. B. In accordance with and subject to the terms of the Development Agreement, the Commission agreed to expend no more than Four Million Ninety-Three Thousand Dollars ($4,093,000.00) (the “Funding Amount”) to complete certain Local Public Improvements in support of the Developer’s construction on the Developer’s Property. C. Pursuant to Section 5.2(c) of the Development Agreement, bids were received for the Local Public Improvements by the City of South Bend Board of Public Works (the “Board”), as the Commission’s agent, and the winning bid exceeded the Funding Amount. D. At its public meeting on June 26, 2018, the Board conditionally awarded the contract for the Local Public Improvements (the “LPI Contract”) upon the Commission’s increase of the Funding Amount by Forty-Five Thousand Dollars ($45,000.00) (the “Funding Amount Increase”). E. The Commission increased the Funding Amount to accommodate the LPI Contract; however, the actual Funding Amount Increase should have been Ninety-Five Thousand Dollars ($95,000), which error the Parties desire to correct in accordance with the terms of the Development Agreement and as set forth herein. F. Additionally, the Parties desire to extend the Mandatory Project Completion Date to accommodate continued work on the Project. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in the Development Agreement and this Fourth Amendment, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1. In Section 1.3 of the Development Agreement, which defines the Commission’s Funding Amount, the term “Four Million Ninety-Three Thousand Dollars ($4,093,000.00)” shall be deleted and replaced with the term “Four Million One Hundred Forty-Three Thousand Dollars (4,143,000.00).” 2 2. Section 4.5 of the Development Agreement shall be deleted in its entirety and replaced with the following: The Developer hereby agrees to complete the Project and any other obligations the Developer may have under this Agreement on or before June 30, 2019 (the “Mandatory Project Completion Date”). Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 3. The Developer hereby expressly reaffirms its obligation under Section 5.2(d) of the Development Agreement to pay all costs of completing the Local Public Improvements, including the Funding Amount Increase, which amount shall be paid to the Commission within five (5) business days of the Fourth Amendment Effective Date. 4. Unless expressly modified by this Fourth Amendment, the terms and provisions of the Development Agreement remain in full force and effect. 5. Capitalized terms used in this Fourth Amendment will have the meanings set forth in the Development Agreement unless otherwise stated herein. 6. The recitals set forth above are hereby incorporated into the operative provisions of this Fourth Amendment. 7. This Fourth Amendment will be governed and construed in accordance with the laws of the State of Indiana. 8. This Fourth 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 Fourth Amendment To Development Agreement to be effective as of the Fourth Amendment Effective Date stated above. COMMISSION: CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ______________________________ David Varner, Vice President ATTEST: ______________________________ Donald E. Inks, Secretary DEVELOPER: HEADING FOR HOME LLC, a Delaware limited liability company By: _____________________________________ Name: Andrew Berlin Title: Manager 1 LICENSE AGREEMENT FOR TEMPORARY USE OF REDEVELOPMENT COMMISSION PROPERTY This License Agreement (this “Agreement”) is made on March 14, 2019 (the “Effective Date”), by and between the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment (the “Commission”), and Downtown South Bend, Inc., an Indiana non-profit corporation with a registered office address of 217 S. Michigan St., South Bend, Indiana 46601 (the “Company”) (each a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission owns certain real property and improvements located within the River West Development Area of the City of South Bend, Indiana (the “City”), as more particularly described in Exhibit A attached hereto (the “Property”); and WHEREAS, Southhold, LLC (“Southhold”) retains or will acquire certain rights of access to the Property, including rights pursuant to the Temporary Access Agreement between Southhold and the Commission dated July 16, 2015, and any subsequent agreement between Southhold and the Commission; and WHEREAS, the Company desires temporary access to the Property for the purpose of conducting various events throughout the year (each an “Activity” and collectively the “Activities”), as described in the proposal attached hereto as Exhibit B (the “Activity Proposal”); and WHEREAS, the Commission is willing to permit the Company to gain access to and temporarily use the Property for the Activities, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The Commission grants to the Company, its agents, employees, and invitees, a temporary, non-exclusive license to enter and use the Property for the purpose of conducting the Activities, provided that the Company’s use of the Property is reasonable at all times and comports with the terms of the Activity Proposal, the terms of this Agreement, and all applicable laws. The Company understands that the Property is comprised of the area commonly known as the Gridiron alone, and this Agreement does not permit the Company to use the alleys, parking lots, or sidewalks adjacent to the Property. 2. The Company’s license to use the Property for the Activities shall be effective for the times stated in the Activity Proposal, provided, however, that the Commission or the Commission’s authorized representative may revoke and terminate the license at any time for any reason, as determined in its, his, or her sole discretion. The Company agrees that it will not store any supplies, materials, goods, or personal property of any kind on the Property or otherwise use the Property for any purposes except during the time of the license stated in the foregoing sentence. 2 Immediately upon the completion of each Activity, the Company will remove from the Property all supplies, materials, goods, and personal property (including trash) used in connection with the Activity. At all times during the period of the Activities, the Company will keep the Property in good order and condition. 3. The Company understands and agrees that the Commission shall not be liable for any loss, damage, destruction, or theft of the Company’s property or any bodily harm or injury that may result from the Company’s use of the Property. The Company understands and agrees that it will at all times be solely responsible for the safety and security of all persons on the Property and any property the Company uses or stores on the Property in connection with the Activities. 4. The Company shall not, without the prior written consent of the Commission, cause or permit, knowingly or unknowingly, any hazardous material to be brought or remain upon, kept, used, discharged, leaked, or emitted at the Property. 5. The Company understands and agrees that it will secure in its own name and at its own expense all necessary permits and authorizations needed in order to conduct the Activities. 6. The Company understands and agrees that it will, at its own expense, observe and comply with all applicable statutes, laws, ordinances, requirements, orders, rules, and regulations of all governmental authorities in relation to the Activities conducted on the Property. 7. The Commission reserves the right to use the Property during the term of this Agreement for any purpose that does not substantially interfere with or obstruct the Company’s permitted use of the Property in accordance with the Activity Proposal and the other terms of this Agreement. 8. To the extent that any portion of the Property is disturbed or damaged in connection with the Company’s use of the Property, the Company, at the Company’s sole expense, shall restore the Property to the condition that existed immediately prior to such disturbance or damage to the satisfaction of the Commission. 9. The Company agrees and undertakes to indemnify and hold the City and the Commission, and their respective agents, employees, successors, assigns, and licensees harmless from any liability, loss, costs, damages or expenses, including attorneys’ fees, which the City or the Commission may suffer or incur as a result of any claims or actions which may be brought by any person or entity arising out of the approval granted herein by the Commission or the Company’s use of the Property. If any action is brought against the City or the Commission, or their respective agents, employees, successors, or assigns, in connection with the Activities, the Company agrees to defend such action or proceedings at its own expense and to pay any judgment rendered therein. 10. The Company, at the Company’s sole expense, shall maintain during the term of this Agreement commercial general liability insurance covering the Company and the Activities in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence. The Company agrees to include the Commission and the City as additional insureds on any such policy and 3 produce to the Commission a certificate of insurance evidencing the same. To the extent that the Commission or the City is harmed as a result of the Company’s use of the Property, the Company hereby grants the Commission first priority on any proceeds received from the Company’s insurance. Notwithstanding anything in this Agreement to the contrary, neither the Commission nor the City waive any governmental immunity or liability limitations available to them under Indiana law. 11.Each undersigned person signing on behalf of his/her respective Party certifies that he/she is duly authorized to bind his/her respective Party to the terms of this Agreement. IN WITNESS WHEREOF, the Parties have each executed this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Dave Varner, Vice-President ATTEST: ______________________________ Donald E. Inks, Secretary DOWNTOWN SOUTH BEND, INC., an Indiana non-profit corporation By: ______________________ Printed: ____Kylie Carter__________________________ Its: ____Director of Marketing & Events__________ CONSENT OF SOUTHHOLD, LLC Southhold, LLC hereby consents to the foregoing License Agreement between the South Bend Redevelopment Commission and Downtown South Bend, Inc. SOUTHHOLD, LLC, an Indiana limited liability company B y: ______________________________ Printed: ______________________________ Its: ______________________________ 4000.0000030 45,924,013.001 EXHIBIT A Description of Property The portion of the following property commonly known as the Gridiron: Lot 1 of the recorded plat of Hall of Fame Second Minor Subdivision, recorded on July 22, 2015, as Document No. 1518735, in the Office of the Recorder of St. Joseph County, Indiana. [Parcel Key No. 018-3091-347405] EXHIBIT B Activity Proposal First Fridays First Friday April through December, 5:00 p.m. to 9:00 p.m. First Fridays is a time that businesses open their doors to host live musical performances, demonstrations, classes, kids’ activities, art receptions, food and drinks specials, and much more. Egg Stravaganza April 13th – 10:00 a.m. to 4:00 p.m. Egg Stravaganza is the celebration of the arrival of spring in downtown South Bend, with family- friendly games and activities taking place on the Gridiron and throughout downtown. Summer Fitness Series Saturdays, 7:30 a.m. to 11:30 a.m., June 8 through September 1 Free outdoor fitness classes are offered throughout the summer each Saturday morning, with yoga at 8 a.m., Zumba at 9 a.m., and a rotating third hour of various fitness classes like piloxing and kickboxing. Summer Film Series Second Saturday of each summer month, June 8, July 13, and August 10, from 5:00 p.m. to 11:30 p.m. The public is invited to watch a free screening of a film outdoors on the Gridiron at dusk, with a pre-movie celebration featuring activities themed to the selected film. Art Beat August 17th - A day-long celebration of the arts in downtown South Bend, featuring nearly 1000 local visual, performing, and culinary artists and a Community Art Project. Downtown Trick or Treating October 25th – Bring your children for an evening of Trick or Treating Downtown! 5:00 pm to 7:00 pm. Downtown for the Holidays December 6 – 24 A celebration of the Holidays in downtown South Bend, with holiday decorations, a tree-lighting ceremony, visits with Santa, free cookie decorating, holiday entertainment, and much more. Look for the little red and white house located next to The South Bend Chocolate Café. Santa's House is a great place to spend one-on-one time with the "big guy." Don’t forget to bring your wish list and a camera. After your visit with Santa head inside to the Workshop where you can spend time with family and friends doing all sorts of activities having fun. Coloring, holiday movies, hands-on activities and demonstrations. Live musical performances throughout the month. Visit Santa's Gingerbread Village to see the beautiful gingerbread creations by "kids" of all ages and don't forget to vote for your favorite. Stop by the downtown information table for special offerings by downtown merchants and businesses.