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Bill No. 23-36 Confirming 5448 Dylan Drive, South Bend, IN 46628 9 yr. Real Property Tax Abatement Petition for GLC Portage Prairie, LLC
v. CITY OF SOUTH BE • !_.____�_.� ,‘ .�' COMM U N I TY INVESTMENT Fi led in Clerk's Office 1865 2023 June 21, 2023 DAWN M.JONES CITY CLERK,SOUTH BEND,IN Council Member Rachel Tomas Morgan Chairperson, Community Investment Committee South Bend Common Council 4th Floor, County-City Building South Bend, Indiana 46601 RE: Confirming Resolution: Industrial Development Real Property Tax Abatement Petition for GLC Portage Prairie, LLC Dear Council Member Tomas Morgan: Please find the enclosed information pertaining to an industrial development real property tax abatement petition submitted by GLC Portage Prairie, LLC, an Indiana Limited Liability Company. This petition package includes: • Department of Community Investment's summary report • Petition for abatement • Statement of Benefits form (SB-1 /Real Property) • Supporting information The report contains the Department's findings relative to the above-mentioned petition. The petitioner is expanding the facility located at 5448 Dylan Drive, which is occupied by AM General. The building's expansion is necessary for AM General to meet the requirements of its new contract for the manufacturing of the U.S. Army's Joint Light Tactical Vehicles and trailers. AM General leases the facility from GLC Portage Prairie, LLC, through a triple-net lease, which dictates that all operating expenses, including real property taxes, are paid by AM General. Therefore, AM General will receive all of the benefits of the proposed abatement. The company plans to hire 15 new full-time employees by the end of 2024. The 167,000+square foot expansion will cost$12 million. The project meets the requirements established by Section 2-82 et seq. and would qualify for a nine- year(9) industrial development real property tax abatement. Representative from AM General and GLC Portage Prairie, LLC, will be available to meet with the Committee on Monday, June 26, 2023. If you or any of the other Council members have questions concerning the report or need additional information, please feel free to call me at(574)235-5838. Sincerely, Erik Glavich Director, Growth and Opportunity EXCELLENCE ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT 1400S County-City Building 227 W.Jefferson Blvd. South Bend.Indiana 46601 p 574.235.9371 www.southbendin.gov Filed in Clerk's Office BILL NO. 23-36 JUN 2 1 20?' RESOLUTION NO. 5033-23 DAvvN z�.JUNES CITY CLERK. SOUTH BEND,IN A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 5448 Dylan Drive, South Bend, IN 46628 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A NINE-YEAR (9) REAL PROPERTY TAX ABATEMENT FOR GLC Portage Prairie, LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as an Economic Revitalization Area for the purpose of tax abatement consideration; and WHEREAS, a Declaratory Resolution designated the area described as: Key Number: 71-03-17-301-011.000-009 Commonly Known As: 5448 Dylan Drive, South Bend, IN 46628 Legal Description: Lot 1 Portage Prairie Minor#7 16/17 NP#7038 11- 25-201516/17 Spl i t#919610-3 0-2015 be designated as an Economic Revitalization Area under the provisions of Indiana Code 6-1.1- 12.1 et seq., and South Bend Municipal Code Sections 2-76 et seq.; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for industrial development real property tax abatement only and shall expire on December 31, 2026. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted real property tax deduction for up to a period of nine (9) years as shown by the schedule outlined below as well as the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 - 100% Year 2 - 90% Year 3 - 80% Year 4 - 70% Year 5 - 60% Year 6 - 50% Year 7 - 40% Year 8 - 30% Year 9 - 20% SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Sharon McBride, Council President South Bend Common Council Attest: Dawn M. Jones, City Clerk Office of the City Clerk Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of South Bend, Indiana, on the day of , 2023, at o'clock .m. Dawn M. Jones, City Clerk Office of the City Clerk Approved and signed by me on the day of , 2023, at o'clock .m. James Mueller, Mayor City of South Bend Filed in Clerk's Office JUN 212O2.�N Cr CE KN OUGHNsBE ®,IN TAX ABATEMENT REPORT TO: South Bend Common Council FROM: Erik Glavich, Director, Growth and Opportunity SUBJECT: Industrial Development Real Property Tax Abatement Petition for GLC Portage Prairie, LLC DATE: June 7, 2023 On June 5, 2023, a petition for tax abatement from GLC Portage Prairie, LLC, was filed with the Office of the City Clerk. The petition seeks consideration for an industrial development real property tax abatement for an expansion project at 5448 Dylan Drive in South Bend. Pursuant to Chapter 2, Article 6, Section 2-84.9 of the Municipal Code of the City of South Bend, the petition was referred to the Department of Community Investment for purposes of investigation and preparation of a report determining whether the area qualifies as an Economic Revitalization Area pursuant to Indiana Code 6 1.1-12.1 and all zoning requirements have been met. The Department of Community Investment has reviewed the petition, investigated the area, and makes the following report. Project Summary • To meet the requirements of its new contract for the manufacturing of the U.S. Army's Joint Light Tactical Vehicles and trailers, AM General must expand its facility in the Portage Prairie Business Park. • AM General leases the facility from GLC Portage Prairie, LLC, through a triple-net lease. All operating expenses, including real property taxes, are paid by AM General. • Total investment for the 167,000+ square foot expansion is $12 million. • AM General will receive all of the benefits of the proposed abatement. Employment Impact • AM General will retain 76 employees currently working at the facility. • By the end of 2024, AM General estimates it will hire an additional 15 full-time employes with an estimated total annual payroll of$600,000. Tax Estimates The petitioner qualifies for a nine-year (9) industrial development real property tax abatement. • Current estimated annual taxes: $271,667 • Estimated annual taxes after the project's completion: $598,038 • Total estimated taxes during the nine-year(9) abatement period: $5,382,340 o Estimated taxes being abated during the abatement period: $648,961 o Estimated total taxes to be paid during the abatement period: $4,733,380 Note that the estimates above do not consider an active real property tax abatement approved by the Common Council in July 2015 for GLC Portage Prairie, LLC. Our office estimates the tax savings due to the 2015 abatement to be roughly$60,000 total during pay years 2025 and 2026. Abatement Qualification 1. A review of the tax abatements previously granted finds that the petitioner has been granted or is associated with the following previous abatements. • Resolution No. 4483-15 (7/27/15): Eight-year(8) real property tax abatement. 2. The property is properly zoned for the proposed project. 3. Taxes on the property have been paid in full. 4. A review of the South Bend Redevelopment designation areas finds that the property is in the River West Development Area. 5. A review of the Tax Abatement Ordinance No. 9394-03 finds that the petitioner meets the qualifications for a nine-year(9) industrial development real property tax abatement under Division 7 (Industrial Development Real Property Tax Abatement), Section 2-82 (Industrial Development City-Wide General Standards).: 2 9-Year Abatement June 5,2023 GLC Portage Prairie, LLC South Bend German Township Commerical Development Real Property Tax Abatement Schedule Type of Property: Industrial Estimated Project Cost: $12,000,000 Addition Property Address: 5448 Dylan Drive,South Bend,IN 46628 Tax Key Number: 71-03-17-301-011,000-009 Without Current Abatement Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Assessed Value(AV) Land $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 $ 446,900 Structure(Current AV+80%Project Cost; 7,544,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 17,144,000 Gross Assessed Value 7,990,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 17,590,900 Abatement 100% 90% 80% 70% 60% 50% 40% 30% 20% Abatement Deduction - (9,600,000) (8,640,000) (7,680,000) (6,720,000) (5,760,000) (4,800,000) (3,840,000) (2,880,000) (1,920,000) Net Assessed Value 7,990,900 17,590,900 7,990,900 8,950,900 9,910,900 10,870,900 11,830,900 12,790,900 13,750,900 14,710,900 15,670,900 Property Taxes Assume constant tax rate of 5.2560% Gross Tax(Tax Rate x Net AV) 420,002 924,578 420,002 470,459 520,917 571,375 621,832 672,290 722,747 773,205 823,663 Local Tax Credit(8.7112%of GT-DS) (33,805) (74,417) (33,805) (37,866) (41,927) (45,988) (50,050) (54,111) (58,172) (62,233) (66,294) Circuit Breaker Credit (114,530) (252,123) - - - - - (39,327) (81,886) (124,445) (167,004) Taxes Due $ 271,667 $ 598,038 $ 386,197 $ 432,593 $ 478,990 $ 525,386 $ 571,782 $ 578,852 $ 582,689 $ 586,526 $ 590,364 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% Circuit Breaker Cap 239,727 527,727 527,727 527,727 527,727 527,727 527,727 527,727 527,727 527,727 527,727 Debt Service(0.3997%of Net AV) 31,940 70,311 31,940 35,777 39,614 43,451 47,288 51,125 54,962 58,799 62,637 Max Tax Under the Cap 271,667 598,038 559,667 563,504 567,341 571,178 575,015 578,852 582,689 586,526 590,364 Combined Year Abatement Current Taxes New Net Taxes Current 8 Taxes Abated Due Projected Tax Paid New Taxes 1 100% $ 271,667 $ 326,371 $ 598,038 $ (211,841) $ 386,197 2 90% 271,667 326,371 598,038 (165,445) 432,593 3 80% 271,667 326,371 598,038 (119,048) 478,990 4 70% 271,667 326,371 598,038 (72,652) 525,386 5 60% 271,667 326,371 598,038 (26,255) 571,782 6 50% 271,667 326,371 598,038 (19,186) 578,852 7 40% 271,667 326,371598,038 (15,348) 582,689 8 30% 271,667 326,371 ' 598,038 (11,511) 586,526 9 20% 271,667 326,371 598,038 (7,674) 590,364 Total: 2,445,000 2,937,341 5,382,340 (648,961) 4,733,380 *This schedule is for estimation purposes only and assumes constant tax rates equal to those for 2022 Payable 2023. , Oil Department of Community Investment The true tax values will ultimately be determined by the actual assessed valuation and the then current tax rates. •:' ' City of South Bend City of South Bend Instructions:Complete ges1-3 ' IAYot i 2023 AND the proper Form s6 1 for Petition for Incentives the type of abatement( _a nA �� f�lEc property or personal pr -rL�t1t�,St�f.1j1 BF lyr,ply Petition must Include a$250 filing fee payable to the City Clerk's Office for which you are applying. ' before processing can be complete General Information Project Name I Project Number Legal name as registered with Secretary of State GLC Portage Prairie, LLC • Business structure Limited Liability Company Company website www_greatlakescapital.com Proposed Project Information Proposed project address 5448 Dylan Drive Parent company name Great Lakes Capital City,State,Zip South Bend, IN 46628 Legal owner GLC Portage Prairie, LLC Site acreage or acreage required 11.46 Is the real estate owned Leased to AM General or leased? Square feet of facility 167,630 If leased,by whom? AM General Primary Contact Information Primary company contact name Isaac Hall Tide Analyst Address of company contact 7410 Aspect Drive, Suite 100 Phone 574-251.4400 City,State,Trp Granger,IN 46530 Email ihallLgreatlakescapital.com Senior Official Information Company senior official name Jeff Smoke Titre Managing Director Address of company contact Phone (if different from above) 574-251-4400 City,State,Zip Email jsmoke©greatlakescapital.com Consultant Information/Agent Hired business consultant/agent name I Consultant release?(Y/N) Address Local economic development partners approval?(Y/N) City,State,Zip Email Project Overview Brief description of your company,project,and why the In February, 2023, AM General ("AMG")approached GLC Portage Prairie, property is necessary(or LLC (the "Landlord" or"GLC")to expand the facility located at 5448 Dylan Dr. economic growth in order for AMG to qualify for and meet the requirements of its new government contract for JLTV production. GLC desires to support AMG's expansion needs, including the investment in and delivery of—167,000 SF addition to the current facility in 2024. AMG will lease the expansion space and receive all benefits of real property tax abatement (as their lease is "triple-net" meaning all operating expenses are passed through to the tenant, including property taxes). This tax abatement will have a direct impact on AMG's expenses and be an overall benefit to AMG's expansion in South Bend and St. Joseph County to meet the JLTV production demands. Certified Technology Park appropriate No Is the project In a Tax Incremental Financing (TIF)area? If so,which? Yes Have Building Permits been issued?(Y/N) umoer of residential units created by (Note-Not eligible for abatement if Yes) No project N/A If this is a petition for personal property tax abatement,has the equipment been Installed? N/A Investment Details Public Infrastructure needs Has any 504 funding been What is the value of any equipment being purchased in What is the value of any equipment being (Off-site of project in dollars) received? Indiana for the project? purchased from out of state for the project? None N/A TBD (by AMG) TBD (by AMG) New Project Investments Calendar Year 2022 2023 2024 2025 2026 2027 2028 2029 Lana Acquisition I Building Lease Payments Building Purchase Costs New Building Construction s 3,000,000.00 5 3,000.007.00 Existing Building Improvements New Machinery&Equipment Special Tooling/Retooling New Furniture/Fixtures New Computer/IT Hardware New Software On-site Rail Infrastructure On-site Fiber Infrastructure TOTAL $O.00 $9900.000.00 S 3,'Aril,:)CO 0(1 $0.00 $0.00 $0.00 $O.00 $O.00 Full-Time Permanent Indiana-Resident Positions by Calendar Year Calendar Year Jobs retained Hourly Cumulative B of net NEW full time Hourly average wage,w/o Total training Total B to be average permanent jobs created at project benefits or bonuses,of expenditure- trained-not wage,w)o benefits or cumulative net new jobs not cumulative bonuses cumulative 21.123 76" $31.81 3" $ 17.00 $3,900 3 2024 15" $20.00 $19,50C 15 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Provide hourly wage information for new employees in the following positions. Full time Part time Laborers $17.00 Technical $32.39 Managerial $48.56 Administrative $33.35 Who will be the individual responsible for coordinating with WorkOne on recruiting? Ginger-Lee Leahy(Employee of AM General)" Does your company have an EEO hiring policy? Yes (AMG) Are you an EEO employer? Yes(AMG) Please list the number of full time and part time minority and/or female Please describe your commitment to employees for the following years: diversity and inclusion by detailing your Year outreach and recruitment efforts for the last 2023 2022 2021 three years as well as current policies. Full Time Part Time Full Time Part Time Full Time Part Time Black 1 13 8 AM Ge.nerars diversity and inclusion mmrnemems re appix»bk-but not Ilmiled-to our prat-hoes and poltns Hispanic 3 7 4 on recn,iIment and selanion;compensation and oenerhts,,transfers;and the ongeing development of a work environment MAI on the premiss that encourages Acta" 0 0 0 one enforces' Inclusiveness,respectful communication and Indian cooperation between all employees 0 0 0 -Employees to freely share their hoes.perspectives, Female *Mons nbns both individually and as pad 01a team 17 36 23 •worknha balance -Support to the communities where we live and operate Other 3 0 1 "Existing employment information and protections arc provided by AM General(which leases and has operational control of site(and will receive any abatement) Complete below for Real or Personal Property Tax Abatement only. Please sign for all requested incentives. Public Benefit Item: Information is required on both the construction companies and the companies which will provide materials purchased for this project. Please complete the table below with the appropriate information. If Qualify Earned Points Available Points (Yes or No) you qualify for the points,please enter the full amount of available points. 1 Construction Related(Contractors): A. Employ Local Companies(75%) Y Zd 20 B. Purchase Materials from Local Companies(75%) Y 20 20 C. Require Employees vs.Independent Contractors Y )9 19 0 Require Prevailing Wage(Davis Bacon) /N,/ 22 E. Require Health Benefits Y z,Z. 22 F. Require Retirement Benefits Y 10 18 G. Maintain Affirmative Action Plan Y ZO 20 ISub-total Construction Related: 1 1 q 0 141 2 Wage&Benefit Related fOwnejj I A. Pay Target Wage Levels Y 3-3 33 B. Provide Health Benefits Y 341 34 C. Provide Retirement Benefits Y Z1' 29 0. Provide Training Y 2 1 28 E. Provide Child Care N — 15 F Provide Transportation Assistance N 14 G. Provide Employer Assisted Housing program N 9 Sub-total Wage&Benefit Related: MI 0 162 • 3 Workforce Related: A. Create New lobs Y 9 7_ 42 B. Retain Existing lobs Y t-+ I 41 C. Maintain Affirmative Action Plan Y 35 35 D. Provide Targeted Hiring Preference 34 Sub-total Workforce Related: J j Z. 0 152 4 Support a Municipal Facility: Support a 5B Municipal Facility(donations to the A. zoo,conservatory,museum,etc.) 84 Name of Facility ISub-total Municipal Facility: a 84 Sub-total from Above: '3( 0 539 The undersigned owner(s)of real property,located within the City of South Bend,herby petition the Common Council of the City of South Bend for a real and/or personal property tax abatement consideration and pursuant to I.C.,6-1.1-12.1-1,et seq.,and South Bend Municipal Code Sec.2-76 et seq.,for this petition state the above. Submitted By: tiq{vu1 SwAt! Date: 5/30/2023 For Staff Use Only Below This Line La►,4 : LH `1CU r What is the current assessed value? Real Property: s?_ r7S.' � J r D 1 t c e O Personal Property: What is the projected assessed value? Real Property: ��of.7 , 11 '1£j LI r c O Property: Personal Pro e What+5 the tax key number for this project? 1I O 3.17 - 3o/- 01/• 400 - ,141)? What is the six digit NAICS code? Please attach a Google map and street view of the location. Please list the amount of real and personal property taxes Real Property Taxes: Personal Property Taxes: paid for the last five years when applicable. q �j /, Year one'��w.y Yr'o i l— ,Ze f r J?7(/. ECJ l Year Two 4701/ 2 1 t 53‘ •.52 Year Three 202(- )62t 533 .11- Year Four , 1 11 ( , 5 Z(2 . ( 2 Year Five Z pI? 6E1,645 , 2t Please fill out the following Public Benefit Summary Information and add to total from above. jY or N) Points Points Public Benefit Item: project Related. 5 A. Redevelop a Site that has Special Needs ,N 49 N B. Develop Based on Local University Research 35 C. Achieve a Physical Element of a Plan isi 36 Sub-total Project Related: 120 6 Super Size Projects(point values are cumulativel: A. 100%to 199% 4 25 9. 200%to 299% NI (; S 68 C. 300%to 399% y ei,cj 65 D. 400%and Over Y 5 2 52 Sub-total Super Size Projects: 210 7 Pay for Municipal Infrastructure: A. Pay for Oversizing or Upgrading r y 14 B. Pay for 26-50%of Extension Cost r , 26 C. Pay for 51-75%of Extension Cost 14 l 39 D. Pay for 76-100%of Extension Cost 11 52 Sub-total Infrastructure Related: 7 131 Total from Applicant Section: ,9 r, 0 539 Total from Staff Section: Z i 0 461 Total Public Benefit Points: 6 0 S 1000 • *•"".",,; STATEMENT OF BENEFITS Filed in Clerk's Office a/1i • REAL ESTATE IMPROVEMENTS 2023 PAY 2024 if!It State Form 51767(R711-21) FORM SB-1 /Real Property 1. ! Prescribed by the Department of Local Government Finance JUN 0 5 PRIVACY NOTICE This statement is being completed for real property that qualifies under the fo • ing Indi Code-(check one Any information concerning the cost ❑v Redevelopment or rehabilitation of real estate improvements(IC 6-1.1-12.1 - DAWN M.JONES of the property and specific salaries Cl Residentially to individual employees by the Residentially distressed area(IC 6-1.1-12.1-4.1) CITY CLERK,SOUTH BEND,IN property owner is confidential per IC 8-1.1-12.1-5.1. INSTRUCTIONS: 1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requires information from the applicant in making its decision about whether to designate an Economic Revitalization Area. Otherwise, this statement must be submitted to the designating body BEFORE the redevelopment or rehabilitation of mai property for which the person wishes to claim a deduction. 2. The statement of benefits form must be submitted to the designating body and the area designated an economic revitalization area before the initiation of the redevelopment or rehabilitation for which the person desires to claim a deduction. 3. To obtain a deduction,a Form 322/RE must be filed with the county auditor before May 10 in the year in which the addition to assessed valuation is made or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed after April 10. A property owner who failed to file a deduction application within the prescribed deadline may file an application between January 1 and May 10 of a subsequent year. 4. A property owner who files for the deduction must provide the county auditor and designating body with a Form CF-1/Real Property. The Form CF-1/Real Property should be attached to the Form 322/RE when the deduction is first claimed and then updated annually for each year the deduction is applicable. IC 6-1.1-12.1-5.1(b) 5. For a Form SB-1/Real Property that is approved after June 30, 2013, the designating body is required to establish an abatement schedule for each deduction allowed. For a Form SB-1/Real Property that is approved prior to July 1, 2013, the abatement schedule approved by the designating body remains in effect. IC 6-1.1-12.1-17 SECTION 1 TAXPAYER INFORMATION Name of taxpayer GLC Portage Prairie LLC Address of taxpayer Number and Street: 7410 Aspect Drive, Suite 100 City: Granger State: IN ZIP 46530 Name of contact person Telephone number E-mail address First Name Isaac Hall (574) 276-1897 ihall@greatlakescapital.com SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Name of designating body Resolution number Common Council of the City of South Bend Location of property County DLGF taxing district number Number and Street: 5448 Dylan Drive (,„y-South Bend Sf,iir. IN zip:46628 St. Joseph 009(South Bend-German) Description of real property Improvements.redevelopment,or rehabilitation(use additional sheets ifnecessary) Estimated start date(month,day.year) Development and construction of a —167,630 SF expansion to industrial warehouse 7/1/2023 facility on 11.5 acres of land in the Ameriplex Industrial Park (South Bend). Estimated completion date(month,day year) 6/1/2024 SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS RESULT OF PROPOSED PROJECT Current Number Salaries Number Retained Salaries Number Additional Salaries 76 $ 4,864,000 76 $4,864,000 15 $ 600,000 SECTION 4 ESTIMATED TOTAL COST AND VALUE OF PROPOSED PROJECT REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values $0 Plus estimated values of proposed project $12,000,000 Assessed per Reg 17 Less values of any property being replaced $o Net estimated values upon completion of project $12,000,000 Asr,es:;cd prr Rcy SECTION 5 WASTE CONVERTED AND OTHER BENEFITS PROMISED BY THE TAXPAYER Estimated solid waste converted(pounds) 0 Estimated hazardous waste converted(pounds) Other benefits All existing employment information (as well as projections) are provided by AM General, as it lease the facility and is in control of all employment on site as well as all employment commitments made in connection with the abatement. Such employment figures do not include construction labor (which is in addition benefit for overall project). SECTION 6 TAXPAYER CERTIFICATION I hereby certify that the representations in this statement are true. Signature of authorized representative Date signed(month,day.year) St4l6fc. 6/1/2023 Printed name of authorized representative Title Jeffrey Smoke agent Page 1 of 2 FOR USE OF THE DESIGNATING BODY We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A, The designated area has been limited to a period of time not to exceed N/A calendar years*(see below). The date this designation expires is 12/31/2026 . NOTE:This question addresses whether the resolution contains an expiration date for the designated area. B. The type of deduction that is allowed in the designated area is limited to 1.Redevelopment or rehabilitation of real estate improvements ®Yes ❑No 2.Residentially distressed areas ❑Yes ®No C. The amount of the deduction applicable is limited to$ N/A D. Other limitations or conditions(specify) N/A E. Number of years allowed: ❑Year 1 ❑Year 2 ❑Year 3 E Year 4 ❑ Year 5 ("see below) ❑Year 6 ❑Year 7 ❑Year 8 El Year 9 ❑ Year 10 F. For a statement of benefits approved after June 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-17? EYes No If yes,attach a copy of the abatement schedule to this form. If no,the designating body is required to establish an abatement schedule before the deduction can be determined. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits is sufficient to justify the deduction described above. Approved(signature and title of authorized member of designating body) Telephone number Date signed(month,day,year) Printed name of authorized member of designating body Name of designating body Attested by(signature and title of attester) Printed name of attester *If the designating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17. A. For residentially distressed areas where the Form SB-1/Real Property was approved prior to July 1,2013,the deductions established in IC 6-1.1-12.1-4.1 remain in effect.The deduction period may not exceed five(5)years. For a Form SB-1/Real Property that is approved after June 30, 2013,the designating body is required to establish an abatement schedule for each deduction allowed. Except as provided in IC 6-1.1-12.1-18,the deduction period may not exceed ten(10)years. (See IC 6-1.1-12.1-17 below.) B. For the redevelopment or rehabilitation of real property where the Form SB-1/Real Property was approved prior to July 1,2013,the abatement schedule approved by the designating body remains in effect.For a Form SB-1/Real Property that is approved after June 30,2013,the designating body is required to establish an abatement schedule for each deduction allowed.(See IC 6-1.1-12.1-17 below.) IC 6-1.1-12.1-17 Abatement schedules Sec.17.(a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: (1) The total amount of the taxpayer's investment in real and personal property. (2) The number of new full-time equivalent jobs created. (3) The average wage of the new employees compared to the state minimum wage. (4) The infrastructure requirements for the taxpayer's investment. (b)This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. Except as provided in IC 6-1.1-12.1-18,an abatement schedule may not exceed ten(10)years. (c)An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under the terms of the resolution approving the taxpayer's statement of benefits. • Filed in Clerk's Office [JUN0 5 2023 M. NES CITY CLERKN OU:I BEND,IN Page 2 of 2 Aerial and Street Views AIFTV liAl „, 2111 Al 111/Mar PI _•fry j 7_• j,„Alliel".: a 11 ' .. 1111111111111eriall 1.1 ,. . .1 mg.,..:,,:krimpai _ . dirli I_ -v-11—.3v 11111M • -- 1 t IP 1111111111 ....„..r.,,s, 1 4..... la r ill. „. ,. ' / IA, ' 111111C11.1111.1r•1 M+ 11,:01 _ .-„gip_-s•�a: - ^"' I I r *lAt cm a+ t3 ittregiff' .Tve .ti .'� j • It r t!. , , r y • . - i ' 11 ,. tI r • t. tt d + p i• .e $ j _ + Jfd", �FY II4a4 � -v1 1 yy View Looking Southeast --....---m„............—...„..., ..,„ . •rik,, - . ..„, ,- ,-4.-#k 4t;n:, ..,, ' *, - -lt tx -., .. -....._ —. View ......,,, • v . •,• gs ..••• . .. z_6 i j -• „.- , , — - ...... - ,..-- ,. ....* - ..t 00 i k i ..4 ' 44P- View Looking South from Adams Rd. IA fil RI III L. es A II NB _.: .....: Z4f.;'•-* -__ - - i — -Vek' womige• View Looking Northeast from Dylan Dr. ---- v.. ..11 31.41101.- , • 4-...44. -, .,... ,...-„,40.../.--.---,ire 't"-- Allare' . Project Rendering t-� e • of y . 41.4"? fix;115 - • - +r' Filed in Clerk's Office JUN 2 1 2023 DAWN M.JONES CITY CLERK,SOUTH BEND,IN Filed in Clerk's Office JUN 2 1 202 DAWN M.JONES MEMORANDUM OF AGREEMENT CITY CLERK,SOUTH BEND,IN (INDUSTRIAL DEVELOPMENT REAL PROPERTY TAX ABATEMENT) This Memorandum of Agreement (Agreement) dated as of June 13, 2023, serves as confirmation of a commitment by GLC Portage Prairie,LLC (the"Applicant"), pending a June 26, 2023,public hearing,to comply with the project description,job creation and retention(and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement. 1. Property Associated with the Abatement and Responsibilities of the Applicant. At the time of this Agreement, the property is located at 5448 Dylan Drive, South Bend, IN 46628, and has Key Number 71-03-17-301-011.000-009. Throughout the duration of the abatement, the Applicant shall promptly report any changes in the address or Key Number of the property receiving the abatement to the Department of Community Investment and to the Office of the City Clerk. Moreover,the Applicant also shall report any material changes or improvements made to the property subject to the abatement including changes as the result of subdividing, replatting, or otherwise. The Applicant agrees that failure to promptly report changes can result in a finding of noncompliance on behalf of the Applicant under the commitments of this Agreement. 2. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council(the"SBCC"),the City of South Bend, Indiana, (the"City") commits to provide a nine-year (9) industrial development real property tax abatement for the Applicant, based on the Applicant's commitment set forth in its Application. The Applicant commits to the following(the"Commitments"): (a) making total combined real property expenditures of no less than Twelve Million dollars ($12,000,000.00) for a facility expansion of approximately One Hundred Sixty Seven Thousand (167,000)square feet at a parcel identified in Section 1 of this Agreement; (b) leasing the property to a tenant which commits to creating at least fifteen (15)permanent full-time jobs with a total estimated annual payroll of at least Six Hundred Thousand dollars ($600,000.00); and (c) acting in good faith to complete the project as described in its Application. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6, of the South Bend Municipal Code, entitled "Tax Abatement Procedures," and all governing provisions of the Indiana Code. During the term of this abatement,the City may annually request information from the Applicant and/or Applicant's tenant at the property concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project,and the average wage rates and salaries(excluding benefits&overtime)associated with the positions,and the Applicant shall provide the City with adequate written evidence thereof within fifteen(15) days of such request(the"Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has 1 at all times complied with the Commitments after the Commitment Date and during the duration of the abatement and for no other purpose. The Applicant further agrees to provide the City with such additional information as requested by the City to determine Applicant's compliance with the Commitments and with local and state requirements within twenty (20) days following any such request. Notwithstanding anything herein to the contrary, the Applicant acknowledges that the City may be required to disclose certain documents provided by the Applicant as required by a court order or applicable law. 4. Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it reasonably determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments,as defined in Section 2 of this Agreement,and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control,as described in Section 5 below. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant, and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement.Applicant has the burden to communicate to the City any such factors in which it believes is beyond its control and impacting its ability to fulfill the terms of this Agreement or any tax abatement benefit provided to the City. The City reserves the right to investigate the factors cited by Applicant under this Section 5 to the fullest extent possible and may deny Applicant's request upon the completion of the City's investigation. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (a)be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana;or(b)cease operations at the facility for which the tax abatement was granted;or(c)announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid,it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty (30) days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If,after giving such notice and receiving such evidence,if any,the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement 2 and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St.Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (the "Statement"), and Applicant shall make such repayment to the City within one hundred twenty(120) days of the date of the Statement. If the Applicant does not make timely repayment,the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement of this Agreement and the collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto as Exhibit A contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral, or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right,remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right,remedy,power,or privilege preclude any other or further exercise of the same or of any other right,remedy,power,or privilege with respect to any occurrence or be construed as a waiver of such right,remedy,power,or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation,performance,and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St.Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 12. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing,by registered or certified mail,postage prepaid,return receipt requested,thereof, addressed as set forth below: 3 If to Applicant: GLC Portage Prairie,LLC 7410 Aspect Drive, Suite 100 Granger,Indiana 46530 Attn: Isaac Hall,Analyst If to the City: City of South Bend,Indiana 227 W. Jefferson Boulevard, Suite 1400S South Bend, Indiana 46601 Attn: Executive Director of Community Investment 13. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except (a) that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld, and (b) Applicant may assign and transfer its rights under this Agreement to the Permitted Assign without prior written consent. "Permitted Assign" means the affiliated single purpose entity created for purposes of designing, constructing, owning, operating, and maintaining the project which is the subject of this Agreement. 14. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon,and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 15. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other,and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 16. No Personal Liability. No official, director, officer, employee, or agent of the City shall be charged personally by the Applicant, its employees, or its agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. [Remainder of page intentionally blank.] 4 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. "Applicant" "City" GLC Portage Prairie, LLC City of South Bend, Indiana By: I?41'13140,/ By: Jeff Smoke Sharon McBride Managing Director and Principal President, South Bend Common Council Great Lakes Capital, a duly authorized member of GLC Portage Prairie, LLC By: Approved as to Legal Adequacy and Form this Rachel Tomas Morgan Chairperson, Community Investment day of , 2023. Committee Counsel, South Bend Common Council �, (i.e" By: Erik Glavich Department of Community Investment Counsel for Applicant By: James Mueller Mayor COJasCL 5 EXHIBIT A Abatement Schedule Subject to the adoption by the SBCC of a resolution confirming the adoption of Declaratory Resolution No. 5028-23,the property owner is qualified for and is granted an industrial development real property tax abatement for a period of nine(9)years as shown by the schedule outlined below. Year 1 - 100% Year 2 - 90% Year 3 - 80% Year 4 - 70% Year 5 - 60% Year 6- 50% Year 7 -40% Year 8 -30% Year 9 - 20% rnIed1ncffice 1 JUN 2 1 2023 CITY C E KN OU�H BEND,IN 6