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HomeMy WebLinkAbout1 RDC Packet 6.8.23 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, June 8, 2023 – 9:30 a.m. https://tinyurl.com/RedevelopmentCommission or BPW Conference Room 13th Floor 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of Thursday, May 25, 2023 3. Approval of Claims A. Claims Allowance 5.23.23 4. Old Business A. None 5. New Business A. River West Development Area 1. Resolution No. 3575 (Disposition Offering Price 1202 S Lafayette) 2. Approval of Bid Specifications (1202 S Lafayette) 3. Request to Advertise (1202 S Lafayette) B. Redevelopment General Fund (Pokagon) 1. Budget Request (Digital Storefront Program) 2. Budget Request (Cultivate Culinary) C. Administrative 1. Resolution No. 3574 (Determining Tax Increment to be Collected 2024) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting: Thursday, June 22, 2023, 9:30 am South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION SCHEDULED REGULAR MEETING May 25, 2023 – 9:30 am https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor Presiding: Marcia Jones, President The meeting was called to order at 9:30 a.m. 1. ROLL CALL Members Present: Marcia Jones, President – IP Troy Warner, Vice-President – IP Vivian Sallie, Secretary - IP Eli Wax, Commissioner - IP David Relos, Commissioner – IP IP = In Person V = Virtual Members Absent: Leslie Wesley, Commissioner - V Legal Counsel: Sandra Kennedy, Esq. Danielle Campbell, Asst. City Attorney Redevelopment Staff: Mary Brazinsky, Board Secretary Joseph Molnar, RDC Staff Others Present: Caleb Bauer Erik Glavich Tim Corcoran Rosa Tomas Charlotte Brach Zach Hurst Leslie Biek Mark Neal Kris Priemer Jordan Smith DCI DCI DCI DCI Engineering Engineering Engineering Momentum Momentum SB Tribune South Bend Redevelopment Commission Regular Meeting – May 25, 2023 2. Approval of Minutes • Approval of Minutes of the Regular Meeting of Thursday, May 11, 2023 Upon a motion by Secretary Sallie, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved the minutes of the regular meeting of Thursday, May 11, 2023. 3. Approval of Claims A. Claims Allowance 5.16.23 Upon a motion by Commissioner Relos, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved the claims allowance of May 16, 2023. 4. Old Business 5. New Business A. River West Development Area 1. Temporary Access Agreement (Salvation Army Parking Lots) Joseph Molnar Presented a Temporary Access Agreement (Salvation Army Parking Lots). This agreement is with Momentum Development Group. At the last meeting RDC approved a purchase agreement for the building itself in the amount of $1,000. That agreement included a $6M minimum investment in improvements to the building making it a larger mixed-use, office, and commissary kitchen space. The developers wanted to access the building as soon as possible. The attached access agreement will let them have access to the parking lots until December 31, 2024. Commission approval is requested. Upon a motion by Commissioner Wax, seconded by Commissioner Relos, the motion carried unanimously, the Commission approved Temporary Access Agreement (Salvation Army Parking Logs) submitted on Thursday, May 25, 2023. 2. Real Estate Option Agreement (Salvation Army Parking Lots) Joe Molnar Presented a Real Estate Option Agreement (Salvation Army Parking Lots). At the last meeting RDC approved a purchase agreement for the building itself in the amount of $1,000. That agreement included a $6M minimum investment in improvements to the building making it a larger mixed-use, office, and commissary kitchen space. The Real Estate Option Agreement gives the developer an option to purchase the lots by De cember 31, 2024. The developer will pay us an additional $1,000 for this option if they choose to purchase. Momentum plans a community kitchen, retail space and office space. South Bend Redevelopment Commission Regular Meeting – May 25, 2023 Caleb Bauer noted that we would plan to take a real property tax abatement to the Common Council related to this project and would plan to return to the Redevelopment Commission with a Development Agreement that would look at improvements to the parking lot in support to both this project and Soma Lofts projects. Commissioner Relos asked if Momentum is expecting to keep the parking lots as is between the two buildings. Mark Neal, developer for Momentum noted that the plan is to maximize the parking capacity for all of the parcels, should we purchase all of the lots. They would reserve space in the southeast corner of the building to present an outdoor patio as a venue or a rental space. They would ensure that there is sufficient parking for both of the buildings. Probably a third of it is grass and taking all of that into parking will give us sufficient parking for both buildings. We would abut the alley. They have not worked through the alley portion as of yet. They are in discussions with the DCI planning team on the access points of entry to be sure they are sufficient. Right now, they are focused on due diligence to be sure purchasing the building will be easy and hopefully complete in thirty days. They think that the final inspection will be pretty straightforward with the parking lot requiring some coordination. They are working with the city first to be sure utilities are in order. They are expecting to use a portion of dollars from the Readi program for some of the improvements. Commissioner Relos asked if the lot to the east is still privately owned. Mr. Neal noted that they did purchase that lot from Transpo and will help with the redevelopment of this building. The expectation is that the drainage requirements for the Soma property will utilize that lot. The cost of construction is challenging. They are really focusing on entrepreneurs/co-working hub. They are hoping that most of the residents of Soma would in fact be members of Momentum. The idea is that those who have vehicles would utilize the parking spaces. Upon a motion by Commissioner Wax, seconded by Commissioner Relos, the motion carried unanimously, the Commission approved Real Estate Option Agreement (Salvation Army Parking Lots) submitted on Thursday, May 25, 2023. 3. Property Transfer RDC to BPW (Resolution No. 3573 – 900 S. Franklin) Joe Molnar Presented a Property Transfer RDC to BPW (Resolution No. 3573 – 900 S. Franklin). This property transfer from the Redevelopment Commission to Board of Public Works is for land located at Lafayette and Sample off of Franklin. A few months ago, the RDC put out a request for proposals on this parcel. One of the more interesting proposals was from Advantix Development Corporation out of Evansville; they had submitted a number of parcels but through negotiations with them we did not feel that their product fit what we were looking for. We have been continuously working with them and have identified that they want to apply for scattered sites like this for low-income housing tax credit applications for South Bend Redevelopment Commission Regular Meeting – May 25, 2023 residential properties that the Board of Public Works owns. Advantix did want to use one large scale property in addition to the scattered sites approach to try to keep costs down. As mentioned, all of the other properties are owned by the Board of Public Works except for this one. This property was identified as a possible site for twelve townhomes. Some of these will go through council for rezoning. It is zoned as Industrial right now. This document is to transfer the property to the Board of Public Works. We believe that this project will score very highly, however, if it does not, we would like to give them two years to try. If it does not work, we will petition to return the land back to RDC from BPW. They also agree that the site is quite large and admit they would not need all of it. If they are awarded, they have agreed that they will give up some of the more southern land to be developed in the future. Part of the LIHTC application would be to build come type of Community Center that would be an addition to this land. Caleb Bauer noted that there was a first reading filed for rezoning of twenty-one parcels around the city. All of those are related to LIHTC applications we are supporting. Advantix and one other one with KCG. Those will be coming up the second meeting in June. We will be at committee for those meetings. Commissioner Wax asked if the LIHTC applications is for all thirty-nine parcels. Mr. Bauer replied there would be two applications that the city is supporting one is for Advantix scattered sites thirty-nine parcels. KCG is a more standard LIHTC application with one larger multi-family complex. Vice-President Warner asked where that will be located. Mr. Bauer stated that it is Lafayette and Stahl across from the Transpo Depot. Mr. Molnar stated that agreement is coming through RDC at a later date. Commissioner Wax asked how many units. Mr. Bauer replied fifteen. Commissioner Wax asked where the rest of the scattered sites would be and is the plan to turn single family into duplexes? Mr. Bauer noted that Advantix is working on the full profile, and we hope to have that rezoned. Generally, it will be thirty-nine sites in which nineteen will be single family homes, approximately twenty potential duplexes/triplexes and the rest quadplex. These will be middle density size developments. South Bend Redevelopment Commission Regular Meeting – May 25, 2023 Mr. Molnar stated that Advantix is very good and is writing a competitive application and looking at some blighted properties that the city owns. Those will be more single family and tax sale properties. Advantix is planning on attending a neighborhood meeting in the NNN which is where a large portion of the properties are located. Commissioner Relos asked if the alley at the 900 location ever became vacated. Mr. Molnar noted he saw some paperwork on that. He noted that the good thing about LIHTC is that the process will take until next summer so if there is anything to clean up between now and then we can do that. Upon a motion by Commissioner Relos, seconded by Commissioner Wax, the motion carried unanimously, the Commission approved Property Transfer RDC to BPW (Resolution No. 3573 – 900 S. Franklin) submitted on Thursday, May 25, 2023. 4. Third Amendment to Real Estate Purchase Agreement (Diamond View Apartments). Joe Molnar Presented a Third Amendment to Real Estate Purchase Agreement (Diamond View Apartments). In 2021 RealAmerica applied for a LIHTC award, and that project was approved. This will consist of sixty affordable housing units. Due to the state’s delay in the awarding of the project, the closing date has been altered. Earlier this year we asked for a second amendment to extend the time period. This third amendment is just extending the agreement for the closing date. This will allow for RealAmerica to finish their due diligence and environmental work. We hope the project starts next year. Commissioner Wax asked if we knew when the project will be completed. Mr. Molnar stated thirty-six months after the closing. He feels that they want to move quicker once construction starts depending on construction. Commissioner Wax how many units. Mr. Molnar stated sixty affordable (LIHTC award), sixty market rates and potentially seven townhomes totaling one hundred twenty-seven units. Commissioner Relos asked if they are planning on building the entire site except for the east corner. Mr. Molnar states that is correct. Upon a motion by Commissioner Wax, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved Third Amendment to Real Estate Purchase Agreement (Diamond View Apartments) submitted on Thursday, May 25, 2023. South Bend Redevelopment Commission Regular Meeting – May 25, 2023 6. Progress Reports A. Tax Abatement 1. Erik Glavich stated that at the Common Council meeting the Council approved a declaratory resolution (four years) for a new Burton’s Laundry at 521 N William Street. B. Common Council C. Other 1. Caleb Bauer noted that the St. Joseph County Redevelopment Commission approved a tax abatement for General Motors related to the battery plant west on Indiana 2. We hope to hear final word from Samsung and GM in the next few weeks. Our Commission should not be involved in any approvals, however, the city will be involved as providing utilities. There will be approximately 1,800 jobs with a potential of 1,000 construction jobs. 2. Vice-President Warner commended Mr. Bauer, Mr. Molnar, and team on the scattered site RFP process. He stated that thirty-nine lots far exceeded his expectation of what he thought would happen. There were a lot of eyebrows raised when they kept having first readings at council for rezoning, but he wants to be sure that recognition is given. 3. Mr. Bauer states that kudos for the RFP’s goes to the planning team and Tim Corcoran and Joe Molar working on these. Hopefully we have more to share in the near future. 7. Next Commission Meeting: Thursday, June 8, 2023 8. Adjournment Thursday, May 11, 2023, 9:58 a.m. Vivian Sallie, Secretary Marcia Jones, President City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, May 23, 2023 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0057110 $1,322,030.50 GBLN-0000000 $0.00 GBLN-0000000 $0.00 Total:$1,322,030.50 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below:1,322,030.50$ South Bend Redevelopment Commission By:_______________________________ Name: Date: Attest:_______________________________ Name: Redevelopment Commission Agenda Item DATE: 06/2/23 FROM: Joseph Molnar SUBJECT: Establishing Offering Price Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Establishing Offering Price 1202 S. Lafayette Specifics: Attached is a resolution establishing the offering price of property in the River West Development Area for the disposition of property at 1202 S. Lafayette. The property has been vacant for a number of years. The minimum offering price of $32,700 is the average of two appraisals by qualified, independent, professional real estate appraisers. Staff requests approval of the offering price for the eventual disposition of these properties. 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 $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3575 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION ESTABLISHING THE OFFERING PRICE OF PROPERTY IN THE RIVER WEST DEVELOPMENT AREA WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the City of South Bend, Indiana, Department of Redevelopment, exists and operates pursuant to I.C. 36-7-14 (the “Act”); and WHEREAS, the Commission may dispose of real property in accordance with Section 22 of the Act; and WHEREAS, the real property identified at Exhibit A attached hereto and incorporated herein (the "Property") has been appraised by two qualified, independent, professional real estate appraisers and a written and signed copy of their appraisals is contained in the Commission’s files; and WHEREAS, each such appraisal has been reviewed by a qualified Redevelopment staff person, and no corrections, revisions, or additions were requested by such reviewer. NOW, THEREFORE, BE IT RESOLVED by the Commission, pursuant to Section 22 of the Act, that based upon such appraisals, the offering price of the Property described at Exhibit A is hereby established as stated therein, which amount is not less than the average of the two appraisals, and all documentation related to such determination is contained in the Commission’s files. IT IS FURTHER RESOLVED that all notices and other actions required by Section 22 of the Act be performed in order to effectuate the disposal of the Property. ADOPTED at a meeting of the South Bend Redevelopment Commission held on June 8, 2023, at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ____________________________ Marcia I. Jones, President ATTEST: ____________________________ Vivian Sallie, Secretary EXHIBIT A TO RESOLUTION NO. 3575 Property Size Minimum Offering Price Proposed Use 1202 S. Lafayette 018-8004-0164 018-8004-0162 Site: 39,500 SF +- $32,700 Projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the goals and objectives of the River West Development Area and the surrounding businesses and neighborhood. Redevelopment Commission Agenda Item DATE: 06/2/23 FROM: Joseph Molnar SUBJECT: Approval of Bid Specifications 1202 Lafayette Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Approval of Bid Specifications and Design Considerations 1202 S. Lafayette Specifics: Attached are the Bid Specifications and Design Considerations for the disposition of property at 1202 S. Lafayette. The property has remained vacant for a number of years. The Bid Specifications outline the uses and development requirements that will be considered for this site. Staff requests approval of the Bid Specifications and Design Considerations for the even tual disposition of this property. 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 $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Bid Specifications & Design Considerations Sale of Redevelopment Owned Property 1202 S. Lafayette River West Development Area 1. All of the provisions of I.C. 36-7-14-22 will apply to the bidding process. 2. All offers must meet the minimum price listed on the Offering Sheet (page 7). 3. Proposals for redevelopment are required to be for projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. All proposals must conform to the existing zoning provisions as outlined in the South Bend Zoning Ordinance Title 21 of the City of South Bend Municipal Code. Proposals for the reuse of the property must include a basic reuse plan for the site and a project timeline detailing aspects of the site redevelopment and site improvements. During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. 4. Bidders are prohibited from the use of the property for speculation or land-holding purposes. 5. All other provisions of the River West Development Area Development Plan must be met. Proposal Documents and Forms for Property Disposition City of South Bend Redevelopment Commission 1202 S. Lafayette River West Development Area City of South Bend James Mueller Mayor Caleb Bauer Executive Director Department of Community Investment Sandra Kennedy Corporation Counsel Redevelopment Commission Marcia Jones President Troy Warner Vice-President Vivian Sallie Secretary Eli Wax Member David Relos Member Bidding Expires at 9:00 a.m. (local time) on- July 13, 2023 1 Index of Documents Proposal Documents 1. Instructions to Applicants 2 2. Offering Sheet 7 3. Property Tax Number(s) 8 4. Disposition Property Map 9 5. Bid Specifications & Design Considerations 10 6. Legal Notice 11 7. Resolution Regarding Prevailing Wage Rates 12 Proposal Forms 1. Proposal 1 2. Statement of Qualifications and Financial Responsibility 3 3. Statement for Public Disclosure 7 4. Affidavit of Non-Collusion 9 2 Instructions to Applicants The South Bend Redevelopment Commission (“Commission”) invites proposals for the purchase and re-use of certain real property located at 1202 S. Lafayette Blvd., within the River West Development Area, South Bend, Indiana. The Proposal Documents provide Applicants with essential information regarding the Disposition process and the Project Site. Each Applicant should read this information thoroughly before submitting a proposal to the Commission. The Proposal Forms are required as part of any proposal submitted for the purchase of Commission-owned land. All Forms must be complete. The Commission may reject any proposal submitted with incomplete or missing information. Evaluation Criteria The Commission may use the following criteria to guide its review and acceptance or denial of a proposal:  The degree to which the Applicant’s proposal meets the objectives of the Development Plan for the River West Development Area prepared by the Department of Community Investment and approved by the Commission, the South Bend Plan Comm ission, and the Common Council; and the surrounding businesses and neighborhood.  The use of the improvements proposed to be made by the Applicant on the real property; the Applicant's plans and ability to implement the re-use of the real estate with reasonable promptness; whether the real property will be sold or rented; the Applicant's proposed sale or rental prices; and any factors which will assure the Commission that the sale, if made, will further the execution of the River West Development Plan and will best serve the interest of the community, from the standpoint of both human and economic welfare.  The financial responsibility, qualifications, experience and ability of the Applicant to finance and complete the development.  The proposal which will provide the Commission with the best possible development, based upon the price offered for the property and consistent with the preceding objectives.  Any conflict among these criteria will be reconciled to the best interest of the Development Area and the City of South Bend, as determined by the Commission. 3 Disposition Process Bidding All bids for the purchase and re-use of certain property in the River West Development Area must be delivered to the Department of Community Investment (“Department”), located at: 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 on or before 9:00 a.m. (local time) on the July 13, 2023. All proposals will be opened and made public at a public meeting of the South Bend Redevelopment Commission, held at 9:30 a.m. (local time) on the July 13, 2023 at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Proposals with completed forms and without any missing information will be reviewed by the Commission according to the Evaluation Criteria as stated above. The Commission reserves the right to reject any bid and may make awards to the highest and best bidder. Notice of acceptance or rejection will be mailed to each of the bidders via US Mail to the address stated on the Proposal Forms. All offers will be subject to the requirements of the Contract for Sale of Land as referenced on Page 6. After the Bidding Period Once the bidding period has expired, proposals may be made to the Commission for the remaining property available, if any. All Applicants should familiarize themselves with the Proposal Forms and any proposal submitted after the bidding period has expired shall be completed utilizing the Proposal Forms. Proposals after the termination of the bidding period are to be submitted to the Department for review and consideration. The Commission will review proposals based upon the Evaluation Criteria as stated above. The Commission reserves the right to reject any proposal. Notice of acceptance or rejection will be mailed to each of the Applicants via US Mail to the address as stated on the Proposal Forms. Proposals All proposals must be complete and include the information and documentation requested in the Proposal Forms. Proposals that are submitted with incomplete or missing information will not be accepted. Applicant must use the Proposal Forms as provided by the Department. 4 Proposal Forms The Proposal Forms must be complete before the Commission will review the proposal. The first and second pages of the Proposal Forms describe the Applicant's offer for the real property. Applicants shall fill in all applicable spaces and sign accordingly. Each Applicant shall submit the following as part of the Applicant’s proposed offer:  Narrative Description (Proposal Forms, page 1) A Narrative Description of the Applicant’s proposed development project for the real property must be submitted as part of the proposal. The Narrative Description should note the exact nature, character and use of the proposed improvements. Maps, plans and drawings shall be included to clearly indicate the location, size, materials, style of structures, parking lots, and other improvements. All proposed improvements and uses must conform to the Bid Specifications and Design Considerations and the River West Development Area Development Plan. The maps, plans and drawings as submitted will be examined by the Commission to determine whether, in the Commission’s sole opinion, the Applicant’s proposal conforms to the Bid Specifications and the River West Development Plan. The Commission may reject any offer which does not conform to said Specifications, Guidelines and/or Plan.  Proposed Site Plan (Proposal Forms, page 1) All Applicants must submit a site plan for the real property on which the Applicant has made an offer. This site plan should be included as Exhibit "A" of the proposal. If the Applicant's proposal is accepted, the Applicant will be required to formalize the site plan with Commission Staff as part of the final documentation.  Faithful Performance Guaranty (Proposal Forms, page 2) All proposals must be submitted with a Faithful Performance Guaranty in an amount not less than 10% of the total purchase price offered for the property. The Faithful Performance Guaranty will secure the execution of the Contract and the development of the proposed improvements. The Faithful Performance Guaranty may be in the form of a certified or cashier's check or other security as approved by the Department. No offer will be considered unless it is accompanied by the required guaranty. All checks should be made payable to the City of South Bend, Department of Community Investment. Except as otherwise herein noted, the Faithful Performance Guaranty of all unsuccessful Applicants will be returned as soon as practicable after notice of rejection. 5 The Faithful Performance Guaranty will be refunded to the successful Applicant at such time that the Commission deems that Applicant has completed all improvements to the real prope rty, as pr oposed, and the Commission has issued a Certificate of Completion evidencing same.  Statement of Qualifications and Financial Responsibility (Proposal Forms, pages 3-6) The Commission shall have the right to make such investigations as it deems necessary to determine the ability of the Applicant to perform the obligations of the proposed offer. The Commission reserves the right to reject any proposed offer where the evidence or information does not satisfy the Commission that the Applicant is qualified to properly carry out the obligations of the proposed offer, or where the Applicant refuses to cooperate or assist the Commission in making such investigation.  Statement for Public Disclosure (Proposal Forms, pages 7-8) The Commission shall have the right to make such investigations as it deems necessary to determine the completeness of the Applicant's disclosure. The Commission reserves the right to reject any proposed offer where the available evidence or information does not satisfy the Commission that the Applicant has made a full disclosure, or where the Applicant refuses to cooperate and assist the Commission in making such investigation, or the Commission otherwise determines said Statement to be unsatisfactory.  Affidavit of Non-Collusion (Proposal Forms, page 9) The form of Affidavit of Non-Collusion is included in the Proposal Forms, and the Applicant must use the form provided. The Affidavit is to the effect that the Applicant has not colluded, conspired, connived, or agreed with any o ther Applicant or person, firm or corporation in regard to any offer submitted to the Commission. The failure of any Applicant to submit the Affidavit of Non-Collusion shall be cause for rejection of the offer.  Corrections Erasures or other changes to the Proposal Forms must be explained or noted over the signature of the Applicant.  Withdrawal of Proposals Proposals submitted prior to the scheduled public opening of the bids may be withdrawn upon written request of the Applicant if such request is received by the Department not less than twenty-fo ur (24) hours prior to said public opening. Unopened bids will be returned promptly. Commission's Rights The Commission reserves the right to accept or reject any or all proposals and to waive any 6 formalities in bidding which are not mandatory requirements. Execution of Contract Upon award of the bid by the Commission, the successful Applicant shall enter into a Contract for Sale of Land with the Commission for the purchase and development of said property within 30 days of notice of acceptance. The Contract for Sale of Land will provide for the conveyance of the property therein purchased by quit-claim deed, together with title insurance policy showing good and merchantable title, upon payment of the full purchase price. Additional Information For further information as to the disposition program of the South Bend Redevelopment Commission, and to inquire about touring the property in advance of bidding, interested parties should contact the following staff member: Joseph Molnar Property Development Manager 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 (574) 245-6052 (Office Phone) jrmolnar@southbendin.gov 7 Offering Sheet Property Size Minimum Offering Price Proposed Re-Use 1202 S. Lafayette 018-8004-0164 018-8004-0162 (see map on page 9) Site: 39,500 SF +- $XX Projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the goals and objectives of the River West Development Area and the surrounding businesses and neighborhood. 8 Property Tax Identification Numbers 018-8004-0164 018-8004-0162 9 Disposition Property Map 10 Bid Specifications & Design Considerations Sale of Redevelopment Owned Property 1202 S. Lafayette River West Development Area 1. All of the provisions of I.C. 36-7-14-22 will apply to the bidding process. 2. All offers must meet the minimum price listed on the Offering Sheet (page 7). 3. Proposals for redevelopment are required to be for projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. All proposals must conform to the existing zoning provisions as outlined in the South Bend Zoning Ordinance Title 21 of the City of South Bend Municipal Code. Proposals for the reuse of the property must include a basic reuse plan for the site and a project timeline detailing aspects of the site redevelopment and site improvements. During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Developm ent Plan for the River West Development Area. 4. Bidders are prohibited from the use of the property for speculation or land-holding purposes. 5. All other provisions of the River West Development Area Development Plan must be met. 11 Notice of Intended Disposition of Property RIVER WEST DEVELOPMENT AREA 1202 S. Lafayette South Bend, Indiana Notice is hereby given that the Redevelopment Commission of the City of South Bend, Indiana, will receive sealed offers for the purchase of certain property s ituated in the River West Development Area until 9:00 a.m. (local time) on the July 13, 2023 in the Office of the Department of Redevelopment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. All offers will be publicly opened and read aloud at 9:30 a.m. (local time) on July 13, 2023 at the Regular Meeting of the Redevelopment Commission to be held that date and time in Room 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Bid proposals for the purchase of the property offered will be considered. The property being offered is located at 1202 S. Lafayette, in the River West Development Area, South Bend, Indiana. Any proposal submitted must be for the site as noted on the Offering Sheet. The required re-use of the property is for projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the River West Development Area and the surrounding businesses and neighborhood. A packet containing bid forms, the Offering Sheet and other pertinent information may be picked up at the Department of Community Investment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601. The Commission reserves the right to reject any and all bids, and to make the award to the highest and best bidder. In determining the best bid, the Commission will take into consideration the following: 1. The use of the improvements proposed to be made by each bidder on the property, and their compatibility with and support of the proposed re-use as described in the Offering Sheet; 2. Each bidder’s ability to improve the property with reasonable promptness; 3. Each bidder’s proposed purchase price; 4. Any factors which will assure the Commission that the sale, if made, will further the carrying out of the Development Plan for the River West Development Area and will best serve the interest of the community from the standpoint of human and economic welfare; and 5. The ability of each bidder to finance the proposed improvements to the property with reasonable promptness. The Commission further reserves the right to waive any formalities in bidding which are not mandatory requirements. A bid submitted by a trust (as defined in IC 30-4-1-1(a)) must identify each: (A) beneficiary of the trust; and (B) settlor empowered to revoke or modify the trust. To secure the execution of the disposition agreement, the purchase of the property and the redevelopment thereof in accordance with the agreement, the bidder must submit with the proposal a faithful performance guaranty, in the sum of ten percent (10%) of the amount offered for the purchase of the property. The guaranty sum may be in the form of a certified check, a cashier’s check, surety bond, letter of credit from a bank or trust company as approved by the Redevelopment Commission, or by other sufficient security, but the form, substance and terms of the performance guaranty must be approved as satisfactory by the Redevelopment Commission. The performance guaranty, if by cashier’s or certified check, shall be deposited in any account of the Department of Redevelopment, City of South Bend, in a bank or trust company selected by the Redevelopment Commission. CITY OF SOUTH BEND, INDIANA DEPARTMENT OF COMMUNITY INVESTMENT Joseph Molnar, Property Development Manager Publish Dates: June 16 & June 23 2023 12 Resolution Regarding Prevailing Wage Rates 1 Proposal Forms Proposal To: South Bend Redevelopment Commission 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 Commissioners: The Undersigned having familiarized itself with the present conditions of the Project Site as hereinafter designated and legally described and with the Proposal Documents and Forms; and certifying its desire to participate in the development of the said property pursuant to Federal, State and Local ordinances and regulations, and the Development Plan as approved by the Redevelopment Commission; hereby offers and proposes to purchase or lease all or part of the Disposition Parcel identified in Exhibit “A” made part of this proposal. The Applicant’s offer is described as follows: Project Area Disposition Parcel Number Total Acres Offer is for: Entire Parcel Part of Parcel Form of Contract: Purchase Lease Term Dollars $ Purchase Price Dollars $ Annual Lease Payment A Narrative Description of the proposed development on the Disposition Parcel identified in Exhibit “A”, describing the exact nature and character of the improvements proposed and their use; together with maps and plans sufficiently complete to indicate the general improvements to be made is attached and is to be considered a part of this proposal. (Maps and plans must be of sufficient scale to indicate clearly the location of the structures and other proposed improvements and should provide information on building elevations and materials.) The Proposal Forms as provided by the Department of Community Investment (Department) have been completed and are considered a part of this proposal. The Proposal Forms include: (1) a Statement of the Qualifications and Financial Responsibility; (2) a Statement for Public Disclosure, and; (3) a sworn Affidavit of Non-Collusion. It is the understanding of the Applicant that the Statement of the Qualifications and Financial Responsibility is confidential and to be used solely by the South Bend Redevelopment Commission and the Department. 2 A Faithful Performance Guaranty in the sum of Dollars ($ ), an amount equal to at least 10% of the total amount offered for the real property described in Exhibit “A”, it being understood by the Applicant that the F aithful Performance Guaranty shall guarantee the Applicant’s execution of and performance of the purchase or lease agreement. The F aithful Performance Guaranty will be refunded to the successful Applicant at such time the Commission deems that the improvements to t he land, as proposed, have been completed and the Commission as evidenced by a Certificate of Completion issued by the Commission. The Faithful Performance Guaranty will be refunded in the event this offer is rejected. Acceptance or rejection of Applicant’s proposal shall be made by depositing such notification in the US Mail addressed to the undersigned (Applicant) at the address set forth below. In submitting this offer to purchase or lease, it is understood that the right to reject such offer is reserved by the Commission. The undersigned further agrees to execute a contract for the purchase or lease of land for development in the form prepared by the Department within thirty (30) days after notification of acceptance of this offer and to develop and use the above identified parcel(s) of land in conformity with the Federal, State and Local ordinances and regulations; applicable Development Plan; the Bid Specifications & Design Considerations; and the Narrative Description and maps and plans as submitted herein, with amendments, if any, as approved by the Commission. Dated Respectfully submitted, Name of Individual or Corporation By: Signature Name (type) Title ATTEST: (BY SECRETARY OF A Corporation) Address: By: Signature Name (type) Title Address: 3 Statement of Qualifications and Financial Responsibility Applicant: Address: 1. Is the Applicant a subsidiary of or affiliated with any other corporation or corporations or any other firm or firms? Yes No If yes , list each corporation or firm by name and address, specify its relationship to the Applicant, and identify the officers and directors or trustees co mmon to the Applicant and such other corporation or firm: 2. The financial condition of the Applicant, as of , , is as reflected in the attached financial statement. Name and address of auditor or public accountant who performed the audit on which said financial statement is based: (NOTE: Attach to this statem ent a certified financial statement showing the assets and th e liabil ities, fully itemized in accordance with accepted accounting standards and based on a proper audit. If the date of the certified financial statement preced es the date of this submission by more than six months, also attach an interim balance sheet not more than 60 days old.) 3. If funds for development of the land are to be obtained from sources other than the Applicant’s own funds, a statement of the Applicant’s plan for financing the acquisition and development of the land: 4 4. Sources and amount of cash available to Applicant to meet equity requirements of the proposed undertaking: a. In banks: Name and Address of Bank Amount b. By loans from affiliated or associated corporations or firms: Name and Address of Bank Amount c. By sale of readily salable assets: Description Market Value Mortgages or Liens 5. Names and addresses of bank references: 6. Has the Applicant or (if any), the parent corporation, or any subsidiary or affiliated corporation of the Applicant or said parent corporation, or any of the Applicant’s officers or principal members, shareholders or investors, or other interested parties (as listed in items 5, 6, and 7 of the Statement for Public Disclosure and referred to herein as principals of the Applicant) been adjudged bankrupt, either voluntary or involuntary, within the past 10 years? Yes No If yes, give date, place and under what name: 7. Has the Applicant or anyone referred to above as principals of the Applicant been indicted for or convicted of any felony within the past 10 years? Yes No If yes, give for each case (1) date, (2) charge, (3) place, (4) Court, (5) action taken. Attach any explanation deemed necessary. 8. Undertakings, comparable to the proposed development, which have been completed by the Applicant or any of the principals of the Applicant, including a brief description of each project and date of completion: 9. If the Applicant, or any principals of the Applicant, has ever been an employee, in a supervisory capacity, for a construction contractor or builder on undertakings comparable 5 to the proposed development, the name of such employee, name and address of employer, title, and brief description of work: 10. If the Applicant or a parent corporation, a subsidiary, an affiliate, or a principal of the Applicant is to participate in the development of the land as a construction contractor or builder: a. Name and address of such contractor or builder: b. Has such contractor or builder within the last 10 years ever failed to qualify as a responsible bidder, refused to enter into a contract after an award has been made, or failed to complete a construction or development contract Yes No If yes, explain: c. Total amount of construction or development work performed by such contractor or builder during the last three years: $ . General description of such work: d. Construction contracts or developments now being performed by such contractor or builder: Identification of Date to be Contract or Development Location Amount Completed 11. Brief statement regarding equipment, experience, financial capacity, and other resources available to such contractor or builder for the performance of the work involved in the development of the land, specifying particularly the qualifications of the personnel, the nature of the equipment and the general experience of the contractor: 12. Does any member of the South Bend Redevelopment Commission or any officer or employee of the City of South Bend Department of Redevelopment have any direct or 6 indirect personal interest in the Applicant or the development of the land as proposed? Yes No If yes, explain: 13. Does any member of the governing body of the City of South Bend or any public official or employee of the City of South Bend have any direct or indirect personal interest in the applicant or the development of the land as proposed? If yes, explain: 14. Statements and other evidence of the Applicant’s qualifications and financial responsibilities (other than the financial statement referred to above) are attached hereto and hereby made a part hereof as follows: Certification I (We), Certify that this Statement of Qualifications and Financial Responsibility and the attached evidence of the Applicant’s qualifications and financial responsibility, including financial statements, are true and correct to the best of my (our) knowledge and belief. Name Name Signature Signature Title Titl e Date Date (If the Applicant is an individual, this statement should be signed by such individual; if a partnership, by one of the partners; if a corporation or other entity, by one of its chief officers having knowledge of the facts required by this statement) 7 Statement for Public Disclosure Applicant: Address: Taxpayer ID#: 1. Applicant proposes to enter into contract for the purchase or lease of land from the South Bend Redevelopment Commission. Said land is more accurately described in Exhibit “A”. 2. Organizational Status of Applicant: An individual A corporation A not-for-profit corporation or charitable institution A partnership known as: A business association or a joint venture known as: A Federal, State or Local government or instrument thereof Other (explain): 3. Organized and operating under the laws of 4. Date of Organization: 5. Names, addresses, and title of principal officers, investors, members or shareholders of Applicant, as follows: (attach additional sheets if necessary) a. CORPORATION: the officers, directors or trustees, and each stockholder owning more than 10% of any class stock b. NOT-FOR-PROFIT: the members who constitute the board of trustees or board of directors or similar governing body c. PARTNERSHIP: each partner, whether a general or limited partner, and the nature and percent of interest d. BUSINESS ASSOCIATION OR JOINT VENTURE: each participant and the nature and percent of interest 8 e. OTHER ENTITY: the officers, the members of the governing body, and each person having an interest of more than 10% Name & Address Title and nature and percent of interest 6. Names, addresses, and the nature and percent of interest of each person or entity (not named in Item 5) who has a beneficial interest in any of the shareholders or investors named in Item 5 which gives such person or entity more than a computed 10% interest in the Applicant (for example, more than 20% of the stock in a corporation which holds 50% of the stock of the Applicant; or more than 50% of the stock in a corporation which holds 20% of the stock of the Applicant). Name & Address Title and nature and percent of interest 7. Names of officers and directors, or trustees of any corporation or firm listed under Item 5 or Item 6 above. Name & Address Title and nature and percent of interest Certification I (We), Certify that this Statement for Public Disclosure is true and correct to the best of my (our) knowledge and belief. Name Name Signature Signature Title Title Date Date (If the Applicant is an individual, this statement should be signed by such individual; if a partnership, it should be signed by one of the partners; if a corporation or other entity, it should be signed by one of its chief officers having knowledge of the facts required by this statement) 9 Affidavit of Non-C ollusion State of Indiana ) ) SS: County of St. Joseph ) The undersigned, being first fully sworn, deposes and says that: 1. He/she is: owner, partner, officer, representative, agent, of (applicant); 2. He/she is fully informed respecting the preparation and contents of the attached offer and of all pertinent circumstances respecting such offer; 3. Such offer is genuine and not a collusive or sham offer; 4. Neither said Applicant nor any of its officers, partners, owner’s agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, conspired, connived, or agreed directly or indirectly, with any other Applicant, firm or person to submit a collusive or sham offer in connection with the Contract for which the attached offer has been submitted or to refrain from making an offer in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Applicant, firm or person to fix the price or prices in the attached offer, or of any other Applicant, or to fix any overhead, profit, or cost element of the offering price of any other Applicant, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of South Bend and/or its Department of Community Investment and/or the South Bend Redevelopment Commission person interested in the proposed Contact; and 5. The price or prices quoted in the attached offer are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Applicant or any of its agents, representatives, owners, employees or parties in interest, including this affiant. Affiant Signature Title Before me, the undersigned, a Notary Public, _________________________________ subscribed and swore to this Affidavit of Non-Collusion on this _______________ day of _______________, ___________. (Seal) Notary Public A resident of ____________________________, County, _________________. Redevelopment Commission Agenda Item DATE: 06/02/23 FROM: Joseph Molnar SUBJECT: Request to Advertise Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Request to Advertise 1602 S. Lafayette Specifics: Attached is the Notice of Intended Disposition of Property (Notice) for 1602 S. Lafayette. The property has been vacant for a number of years. This Notice is planned to be advertised in the South Bend Tribune on June 16th and 23rd, 2023. Staff requests approval of this Notice and the Request to Advertise, for the eventual disposition of this property. 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 $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Notice of Intended Disposition of Property RIVER WEST DEVELOPMENT AREA 1202 S. Lafayette South Bend, Indiana Notice is hereby given that the Redevelopment Commission of the City of South Bend, Indiana, will receive sealed offers for the purchase of certain property situated in the River West Development Area until 9:00 a.m. (local time) on the July 13, 2023 in the Office of the Department of Redevelopment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. All offers will be publicly opened and read aloud at 9:30 a.m. (local time) on July 13, 2023 at the Regular Meeting of the Redevelopment Commission to be held that date and time in Room 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Bid proposals for the purchase of the property offered will be considered. The property being offered is located at 1202 S. Lafayette, in the River West Development Area, South Bend, Indiana. Any proposal submitted must be for the site as noted on the Offering Sheet. The required re-use of the property is for projects that are permitted within the U3 Urban Neighborhood 3 zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the River West Development Area and the surrounding businesses and neighborhood. A packet containing bid forms, the Offering Sheet and other pertinent information may be picked up at the Department of Community Investment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601. The Commission reserves the right to reject any and all bids, and to make the award to the highest and best bidder. In determining the best bid, the Commission will take into consideration the following: 1. The use of the improvements proposed to be made by each bidder on the property, and their compatibility with and support of the proposed re-use as described in the Offering Sheet; 2. Each bidder’s ability to improve the property with reasonable promptness; 3. Each bidder’s proposed purchase price; 4. Any factors which will assure the Commission that the sale, if made, will further the carrying out of the Development Plan for the River West Development Area and will best serve the interest of the community from the standpoint of human and economic welfare; and 5. The ability of each bidder to finance the proposed improvements to the property with reasonable promptness. The Commission further reserves the right to waive any formalities in bidding which are not mandatory requirements. A bid submitted by a trust (as defined in IC 30-4-1-1(a)) must identify each: (A) beneficiary of the trust; and (B) settlor empowered to revoke or modify the trust. To secure the execution of the disposition agreement, the purchase of the property and the redevelopment thereof in accordance with the agreement, the bidder must submit with the proposal a faithful performance guaranty, in the sum of ten percent (10%) of the amount offered for the purchase of the property. The guaranty sum may be in the form of a certified check, a cashier’s check, surety bond, letter of credit from a bank or trust company as approved by the Redevelopment Commission, or by other sufficient security, but the form, substance and terms of the performance guaranty must be approved as satisfactory by the Redevelopment Commission. The performance guaranty, if by cashier’s or certified check, shall be deposited in any account of the Department of Redevelopment, City of South Bend, in a bank or trust company selected by the Redevelopment Commission. CITY OF SOUTH BEND, INDIANA DEPARTMENT OF COMMUNITY INVESTMENT Joseph Molnar, Property Development Manager Publish Dates: June 16 & June 23 2023 Redevelopment Commission Agenda Item DATE: June 8, 2023 FROM: Caleb Bauer, DCI Executive Director SUBJECT: Digital Storefront Program Funding Source* (circle one) River West; River East; South Side; Douglas Road; West Washington; RDC General *Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. Specific request: $300,000 from Redevelopment-Controlled Pokagon Fund Purpose of Request: Disbursement of funds for City of South Bend to match READI award for 3-year operations of a Digital Storefront Program by the nonprofit arm of South Bend CodeWorks. The Digital Storefront Program, which was originally piloted in 2021, will provide technology assistance grants to small businesses to help them create or enhance their digital presence with the goal of increasing revenues and allowing business owners to drive growth with new technology tools and systems. During the 2021 pilot, 160 small businesses applied and 34 were selected, with 31 of the participants being minority- or women-owned businesses. The $300,000 request will be matched by an additional $300,000 awarded through the READI program. It will allow for 60 small businesses to be assisted through the program by 2025. INTERNAL USE ONLY: Project ID: ; Total Amount – New Project Budget Appropriation $_______________; Total Amount – Existing Project Budget Change (increase or decrease) $_______________; Funding Limits: Engineering: $_____________________; Other Prof Serv Amt $_______________; Acquisition of Land/Bldg (circle one) Amt: $___________; Street Const Amt $________________; Building Imp Amt $_________; Sewers Amt $_________; Other (specify) Amt $ ________________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Redevelopment Commission Agenda Item DATE: 6/8/23 FROM: Erik Glavich, Director, Growth & Opportunity SUBJECT: Cultivate Donation Agreement Which TIF? River West; River East; South Side; Douglas Road; West Washington RDC General Fund PURPOSE OF REQUEST: Donation Agreement with Cultivate Culinary School and Catering, Inc. (“Cultivate”) SPECIFICS: We are asking the Redevelopment Commission to consider a Donation Agreement from the Redevelopment General Fund that will provide $100,000 to assist Cultivate in the construction of a new 21,000 square foot cold storage facility. Through a Real Estate Purchase Agreement on July 28, 2022, cultivate acquired Commission-owned land located at 1503 Prairie Ave. and committed to building the new cold storage facility. A donation from the city will assist Cultivate with this project. Staff recommends approval of this Donation Agreement. 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 $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ Approved Not Approved SOUTH BEND REDEVELOPMENT COMMISSION AGREEMENT FOR DONATION OF FUNDS THIS AGREEMENT for Donation of Funds (this “Agreement”) is made effective this _8___ day of ____June_ 2023 (the “Effective Date”) by and between the City of South Bend, Indiana, an Indiana municipal corporation, acting by and through its Department of Community Investment (the “City”), and the Cultivate Culinary School and Catering, Inc., an Indiana non-profit corporation (“Cultivate”). RECITALS WHEREAS, the City is a municipal corporation existing and operating in accordance with the laws of the State of Indiana; and WHEREAS, Cultivate is an Indiana non-profit corporation and is qualified as a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code; and WHEREAS, Cultivate operates programs that provide much-needed food and services to local residents; and WHEREAS, Cultivate entered into a Real Estate Purchase Agreement (the “Purchase Agreement”) with the City acting by and through its governing body, the South Bend Redevelopment Commission on July 28, 2022, for certain real property located in South Bend, Indiana, and more particularly described in attached Exhibit A (the “Property”); and WHEREAS, Cultivate has sought donation and grant opportunities, including funding from the City, and has worked with City staff in order to leverage additional funding opportunities; and WHEREAS, the City desires to donate funds (the “City Funds”) to Cultivate for purposes of improvements to the Property, including the development of a cold storage food facility, as contemplated in the Purchase Agreement; and WHEREAS, the City has determined that donating the City Funds to Cultivate for improvements to the Property constitutes a valid public purpose and will serve the interests of the City’s residents. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.RECITALS. The foregoing recitals are hereby incorporated into this Agreement as if fully set forth herein. 2.DONATION AMOUNT. The Donation Amount of One Hundred Thousand Dollars ($100,000.00) is the City’s contribution supporting its partnership efforts towards addressing hunger in South Bend. The donation amount shall be paid by the City to Cultivate within fifteen (15) days of the effective date of this Agreement. and which shall be used only for the purposes and in the amounts set forth in this Agreement. 2 3.CONDITIONS SUBSEQUENT. Cultivate reaffirms its obligations to perform all requirements set forth in Section 11 of the Purchase Agreement. Notwithstanding the foregoing, the parties expressly acknowledge that, as an inducement to providing the Donation Amount to Cultivate, Cultivate will increase its investment amount to a minimum of Ten Million Dollars ($10,000,000.00) and the size of the planned cold storage facility shall increase to 21,000 square feet. 4.TERM. Notwithstanding any provision of this Agreement to the contrary, Cultivate’s failure to comply with the conditions in Section 3 will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 5.CONFLICTS OF INTEREST. Cultivate hereby certifies and agrees that no employee of the City, or its designees or agents, and no member of the governing body of the City or Cultivate (and no one with whom there is a family or business tie) who exercises any functions or responsibilities with respect to the receipt and use of the Donation Amount during his or her tenure or for one year thereafter, shall have any financial benefit, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the use of the Donation Amount. 6.RECORDS, REPORTING, AND AUDIT RIGHTS. Cultivate shall maintain records related to all expenditures involving the Donation Amount for a minimum of three (3) years. From time to time, the City may request reports from Cultivate detailing the expenditures as they relate to the operations or any conditions subsequent that are funded by or made possible by the Donation Amount. Additionally, the City reserves the right at its expense to audit the financial records of Cultivate as they relate to the Donation Amount and the operations and/or conditions subsequent, and Cultivate agrees to cooperate with the City during such audit, provided that any audit initiated by the City shall occur only during Cultivate’s normal business hours. 7.DEFAULT AND CLAW BACK. In the event that any of the Donation Amount is not used as set forth in this Agreement, or to the extent that any of the Donation Amount is found not to have been used in furtherance of the Agreement’s stipulations, then Cultivate shall be in default of this Agreement, and the City shall have the right following a ten (10) business day period for Cultivate to cure to demand in writing repayment of that portion of the Donation Amount deemed to have been not used according to this Agreement. Cultivate shall immediately repay such funds to the City upon such written demand. 8.EQUAL OPPORTUNITY, NONDISCRIMINATION, AND COMPLIANCE. Cultivate shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. 3 Additionally, Cultivate shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non-discrimination), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of persons not authorized to work in the United States). Each of the foregoing provisions is incorporated herein as if set forth in full, and Cultivate certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 9.INDEMNIFICATION. Cultivate agrees to reimburse the City, its officers, and employees, for any and all claims of any nature which directly and solely arise from Cultivate’s misuse of the Donation Amount. 10.WAIVER. No failure or delay on the part of either party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. 11.SEVERABILITY. All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case Cultivate and the City agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 12.DRUG-FREE WORKPLACE. Cultivate agrees to make a good faith effort to provide and maintain a drug-free workplace. Cultivate will give written notice to the City within ten (10) days after receiving actual notice that an employee of Cultivate within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 13.NOTICES. Any notices or other communications required or permitted under this Agreement shall be in writing, and shall be (a) personally delivered, or (b) sent by certified mail, postage prepaid, return receipt requested, or (c) by overnight delivery by reputable courier to the address of the party set forth in this Section, Such notice or communication shall be deemed given if (i) sent by personal delivery or by overnight courier, when delivered in person, or (ii) in the case of mailed notice three (3) business days following deposit in the United States mail. Notice of change of address shall be given by written notice in the manner detailed in this Section. 4 If to the City: City of South Bend, Indiana Department of Community Investment Attn. Executive Director 227 W. Jefferson Blvd., Ste. 1400S South Bend, IN 46601 With a copy to: City of South Bend, Indiana Department of Law Attn. Corporation Counsel 227 W. Jefferson Blvd., Ste. 1200S South Bend, IN 46601 If to Cultivate: Cultivate Culinary School and Catering, Inc. Attn. Executive Director 1403 Prairie Ave. South Bend, IN 46619 14.ASSIGNMENT. Cultivate shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 15.REPRESENTATIONS OF CULTIVATE. Cultivate represents and warrants that it has maintained its 501(c)(3) status and will maintain such throughout the term of this Agreement. Additionally, the undersigned person executing and delivering this Agreement on behalf of Cultivate certifies that he or she is the duly authorized officer of Cultivate and has been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. 16.NON-COLLUSION. The undersigned attests, subject to the penalties of perjury, that he or she has not, nor has any other director, officer, employee, representative, or agent of Cultivate, directly or indirectly, to the best of his or her knowledge, entered into or offered to enter into any combination, collusion, or agreement to receive or pay, and that he or she has not received or paid any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. 17.AGREEMENT CONSTRUCTION. This Agreement was negotiated by the parties at arm’s length and each of the parties hereto has reviewed the Agreement 5 after the opportunity to consult with independent counsel. Neither party shall maintain that the language in this Agreement shall be construed against any signatory hereto. The captions and Section numbers of this Agreement are for convenience and in no way define or limit the scope or intent of the Sections of this Agreement. Further, notwithstanding anything to the contrary herein, no person other than the parties hereto, and their permitted assigns, shall have any right of action under this Agreement. 18.COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in two or more counterparts, which together shall constitute one and the same agreement among the parties. Facsimile and electronic signatures shall be deemed original signatures. 19.ENTIRE AGREEMENT, AMENDMENTS, APPLICABLE LAW, AND JURISDICTION. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both Cultivate and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana and any actions arising hereunder shall be tried in the county courts of St. Joseph County, Indiana. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Donation of Funds to be effective as of the Effective Date stated above. CITY OF SOUTH BEND, INDIANA DEPARTMENT OF COMMUNITY INVESTMENT Date: Caleb Bauer, Executive Director Date: Sarah Hull, Sr. Purchasing Agent CULTIVATE CULINARY SCHOOL AND CATERING, INC. Date: Jim Conklin, Executive Director 6 EXHIBIT A Description of Property Tax ID No. 018-8052-2114 Parcel Key No. 71-08-14-179-002.000-026 Legal Description: Lot 1 Prairie Ave Minor Sub #5997 7-16-04 NP5997 7-16-04 Commonly known as: 1503 Prairie Avenue, South Bend, IN 46613 Tax ID No. 018-8052-211401 Parcel Key No. 71-08-14-179-004.000-026 Legal Description: Lot 2 Prairie Ave Minor Sub #5997 7-16-04 NP5997 7-16-04 Commonly known as: 1503 Prairie Avenue, South Bend, IN 466l3 July 28. 2022 28 July Mary C. Brazinsky 12.12.2024 1 RESOLUTION NO. 3574 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION DETERMINING THAT THE TAX INCREMENT WHICH MAY BE COLLECTED IN THE YEAR 2024 IS NEEDED TO SATISFY OBLIGATIONS OF THE COMMISSION AND THAT NO EXCESS ASSESSED VALUE MAY BE ALLOCATED TO THE RESPECTIVE TAXING UNITS AND OTHER RELATED MATTERS WHEREAS, the South Bend Redevelopment Commission (the "Commission"), the governing body of the South Bend, Indiana, Department of Redevelopment (the "Department") and of the Redevelopment District of the City of South Bend, Indiana (the ''Redevelopment District"), exists and operates under the provisions of IC 36-7-14, as amended from time to time (the "Act"); and WHEREAS, the Commission has previously adopted resolutions, which have been amended from time to time, declaring various portions of the City of South Bend to be economic development areas or redevelopment areas within the meaning of the Act (the "Areas") and designated territory within such Areas as allocation areas (the "Allocation Areas") under Section 39 of the Act, which Allocation Areas are listed in Exhibit A attached hereto; and WHEREAS, the Commission, in accordance with the Act, has previously established an allocation fund for each of the Allocation Areas (the "Allocation Funds"); and WHEREAS, Section 39 of the Act requires the Commission to determine the amount, if any, by which the assessed value of the taxable property in the Allocation Areas for the most recent assessment date minus the base assessed value, when multiplied by the estimated tax rate of the respective Allocation Areas, will exceed the amount of assessed value needed to produce the property taxes necessary to make, when due, principal and interest payments on bonds payable from the Allocation Fund, plus the amount necessary for other purposes described in Section 39 of the Act; and WHEREAS, Section 39 of the Act requires the Commission to provide to the St. Joseph County Auditor, the Common Council, the Department of Local Government Finance, and the fiscal officers for each taxing unit located wholly or partly within the respective Allocation Areas written notice stating (i) the amount, if any, of excess assessed value that the Commission has determined may be allocated to the respective taxing units in the manner prescribed in Section 39 of the Act, or (ii) that the Commission has determined that there is no excess assessed value that may be allocated to the respective taxing units in the manner prescribed in Section 39 of the Act; and NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1. The Commission hereby determines that there is no excess assessed value in the Allocation Areas that may be allocated to the respective taxing units in the manner prescribed in Section 39 of the Act because the Commission hereby finds that, for each respective Allocation 2 Area, the assessed value of the taxable property in the Allocation Area for the most recent assessment date minus the base assessed value, when multiplied by the estimated tax rate of the Allocation Area, will not exceed the amount of assessed value needed to produce the property taxes necessary to make, when due, principal and interest payments on bonds payable from the Allocation Fund of the Allocation Area, plus the amount necessary for other purposes described in Section 39 of the Act. Accordingly, for tax year payable 2024, the Commission determines that no amount of assessed value of the Allocation Areas will be allocated to the respective taxing units in the manner prescribed in Section 39 of the Act. In making this determination, the Commission has considered the effect that such determination will have on the property tax rate in the Redevelopment District. 2. This determination for 2024 shall not be construed to affect any future determination of the Commission with respect to the capture of assessed value of the taxable property in the Allocation Areas in the years following 2024. 3. The President or Vice President of the Commission is hereby authorized and directed to immediately notify or cause to be notified the St. Joseph County Auditor, the South Bend Common Council, the Department of Local Government Finance, and the officers who are authorized to fix budgets, tax rates, and tax levies under Indiana Code 6-1.1-17-5 for each of the other taxing units wholly or partly located within the Allocation Areas of the determinations made herein by the Commission, by way of a letter in substantially the form attached hereto as Exhibit B, which notice is intended to satisfy the requirements of Section 39 of the Act. Further, the Commission acknowledges that, based on its determination herein, no notice is due to the St. Joseph County Auditor under 50 IAC 8-2-4(b). ADOPTED AND APPROVED at a meeting of the South Bend Redevelopment Commission held virtually and in person at 1308 County-City Building, 227 W Jefferson Boulevard, South Bend, Indiana on the 8th day of June 2023. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ________________________________ Marcia I. Jones, President ATTEST: ________________________________ Vivian Sallie, Secretary EXHIBIT A Allocation Areas 1) River West Development Area 2) West Washington Chapin Development Area 3) River East Development Area Allocation Area #1 4) River East Development Area Allocation Area #2 5) South Side General Development Area #1 6) Douglas Road Economic Development Area EXHIBIT B (Form of Letter) Date Mr./Ms. [Name] Taxing Unit Address Subject: Request Regarding Capture of Incremental Assessed Value for the City of South Bend Dear Mr./Ms. [Name]: In accordance with the provisions of Indiana Code Section 36-7-14-39, the South Bend Redevelopment Commission has determined by Resolution No. 3574, passed June 8, 2023, that there is no excess assessed value that may be allocated to the respective taxing units in the manner prescribed in Indiana Code Section 36-7-14-39(b)(1). The Allocation Ar eas of the City of South Bend covered by this letter are as follows: River West Development Area West Washington Chapin Development Area River East Development Area Allocation Area # 1 River East Development Area Allocation Area #2 South Side General Development Area #1 Douglas Road Economic Development Area Thank you. Sincerely, South Bend Redevelopment Commission Marcia I. Jones, President