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08-28-2023 South Bend Common Council Committee Meeting Notice and Agenda Packet
OFFICE OF THE CITY CLERK DAWN M. JONES, CITY CLERK MEMORANDUM TO: MEMBERS OF THE COMMON COUNCIL FROM: DAWN M. JONES, CITY CLERK DATE: THURSDAY, AUGUST 24, 2023 SUBJECT: COMMITTEE MEETING NOTICE The following Common Council Committee Meetings have been scheduled for Monday, August 28, 2023: Council Chambers 4th Floor County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 The Council Chambers will be Open to the Public or Members of the Public May Attend this Meeting Virtually via Microsoft Teams Meeting app here: https://tinyurl.com/08282023CC. 4:00 P.M. PERSONNEL & FINANCE CHAIRPERSON, NIEZGODSKI 1. Bill No. 49-23 – An Ordinance Authorizing the Acquisition and Construction of Certain Additions and Improvements to the Municipal Waterworks of the City of South Bend 4:15 P.M. COMMUNITY INVESTMENT CHAIRPERSON, TOMAS-MORGAN 1. Bill No. 23-34 – A Resolution Correcting Scrivener’s Error in Resolution No. 5031-23 – 1405 Portage Avenue South Bend, IN 46616 2. Bill No. 23-53 – A Resolution Approving and Adopting the Monroe Park|Edgewater Neighborhood Plan 3. Update 2022 Tax Abatement Report 4:35 P.M. ZONING & ANNEXATION CHAIRPERSON, HAMANN 1. Bill No. 23-23 – A Zoning Ordinance for Property Located at 3003 Lincolnway West, South Bend, IN Councilmanic District No. 2 2. Bill No. 44-23 – A Zoning Ordinance for Property Located at 1006 St Vincent St. South Bend, IN Councilmanic District No. 4 3. Bill No. 48-23 – A Zoning Ordinance for Property Located at 1044 Lincolnway West, Councilmanic Dist. No. 1 Council President Sharon L. McBride has called an Informal Meeting of the Council which will commence immediately after the adjournment of the Zoning and Annexation Committee Meeting. INFORMAL MEETING OF THE COMMON COUNCIL PRESIDENT, MCBRIDE 1. Discussion of Council Agenda 2. Update and Announcements 3. Adjournment cc: Mayor James Mueller Committee Meeting List Media NOTICE FOR HEARING AND SIGHT-IMPAIRED PERSONS Auxiliary Aid or Other Services may be Available upon Request at No Charge. Please give Reasonable Advance Request when Possible South Bend Common Council Meeting Agenda Monday, August 28, 2023 7:00 PM The South Bend Common Council meeting will be open to the public at the Council Chambers on the 4th floor of the County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601 or available by way of a virtual meeting using the Microsoft Teams Meeting App. Public access to the meeting can be granted by this Microsoft Teams Link: https://tinyurl.com/08282023SBCC. 1. INVOCATION 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. REPORT FROM SUB-COMMITTEE ON MINUTES 5. SPECIAL BUSINESS 6. REPORTS FROM CITY OFFICES 7. COMMITTEE OF THE WHOLE BILL NO. 23-23 PUBLIC HEARING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, APPROVING A PETITION OF THE ADVISORY BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 3003 LINCOLNWAY WEST, COUNCILMANIC DISTRICT NO. 2 IN THE CITY OF SOUTH BEND, INDIANA 44-23 PUBLIC HEARING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED 1006 ST VINCENT STREET COUNCILMANIC DISTRICT NO. 4 IN THE CITY OF SOUTH BEND, INDIANA 48-23 PUBLIC HEARING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, APPROVING A PETITION OF THE ADVISORY BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 1044 LINCOLNWAY WEST, COUNCILMANIC DISTRICT NO. 1 IN THE CITY OF SOUTH BEND, INDIANA 49-23 PUBLIC HEARING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN ADDITIONS AND IMPROVEMENTS TO THE MUNICIPAL WATERWORKS OF THE CITY OF SOUTH BEND, INDIANA; AUTHORIZING THE ISSUANCE OF ADDITIONAL REVENUE BONDS FOR SUCH PURPOSE IN THE PRINCIPAL AMOUNT NOT TO EXCEED FORTY-SEVEN MILLION SEVEN HUNDRED NINETY-ONE THOUSAND DOLLARS ($47,791,000) TO PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF; ADDRESSING OTHER MATTERS CONNECTED THEREWITH, INCLUDING THE ISSUANCE OF NOTES IN ANTICIPATION OF BONDS; AND REPEALING ORDINANCES INCONSISTENT HEREWITH 8. RISE AND REPORT 9. REGULAR MEETING RECONVENED 10. BILLS ON THIRD READING BILL NO. 23-23 THIRD READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, APPROVING A PETITION OF THE ADVISORY BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 3003 LINCOLNWAY WEST, COUNCILMANIC DISTRICT NO. 2 IN THE CITY OF SOUTH BEND, INDIANA 44-23 THIRD READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED 1006 ST VINCENT STREET COUNCILMANIC DISTRICT NO. 4 IN THE CITY OF SOUTH BEND, INDIANA 48-23 THIRD READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, APPROVING A PETITION OF THE ADVISORY BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 1044 LINCOLNWAY WEST, COUNCILMANIC DISTRICT NO. 1 IN THE CITY OF SOUTH BEND, INDIANA 49-23 THIRD READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN ADDITIONS AND IMPROVEMENTS TO THE MUNICIPAL WATERWORKS OF THE CITY OF SOUTH BEND, INDIANA; AUTHORIZING THE ISSUANCE OF ADDITIONAL REVENUE BONDS FOR SUCH PURPOSE IN THE PRINCIPAL AMOUNT NOT TO EXCEED FORTY-SEVEN MILLION SEVEN HUNDRED NINETY-ONE THOUSAND DOLLARS ($47,791,000) TO PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF; ADDRESSING OTHER MATTERS CONNECTED THEREWITH, INCLUDING THE ISSUANCE OF NOTES IN ANTICIPA TION OF BONDS; AND REPEALING ORDINANCES INCONSISTENT HEREWITH 11. RESOLUTIONS BILL NO. 23-34 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, CORRECTING SCRIVENER’S ERROR IN RESOLUTION NO. 5031-23 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN 23-53 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, APPROVING AND ADOPTING THE MONROE PARK | EDGEWATER NEIGHBORHOOD PLAN 12. BILLS OF FIRST READING BILL NO. 50-23 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, ANNEXING AND BRINGING WITHIN THE CITY LIMITS OF SOUTH BEND, INDIANA, AND AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED AT 23114 LINCOLN WAY WEST, COUNCILMANIC DISTRICT NO. 1 IN THE CITY OF SOUTH BEND, INDIANA 51-23 52-23 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH B END, INDIANA, AUTHORIZING AND ESTABLISHING THE BOUNDARIES OF A NEW MUNICIPAL RIVERFRONT DEVELOPMENT PROJECT “THE EXPANDED WEST RIVERFRONT DISTRICT” FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF THE SOUTH BEND, INDIANA, AUTHORIZING AND ESTABLISHING THE BOUNDARIES OF A NEW MUNICIPAL RIVERFRONT DEVELOPMENT PROJECT “THE EXPANDED EAST RIVERFRONT DISTRICT” 13. UNFINISHED BUSINESS 14. NEW BUSINESS 15. PRIVILEGE OF THE FLOOR 16. ADJOURNMENT NOTICE FOR HEARING AND SIGHT-IMPAIRED PERSONS Auxiliary Aid or Other Services may be Available upon Request at No Charge. Please give Reasonable Advance Request when Possible 2023 COMMON COUNCIL STANDING COMMITTEES (Rev. 04-24-2023) COMMUNITY INVESTMENT COMMITTEE Oversees the various activities of the Department of Community Investment. This Committee reviews all real and personal tax abatement requests and works closely with the Business Development Team. Rachel Tomas Morgan, Chairperson Eli Wax, Member Troy Warner, Vice-Chairperson Thomas Kurzhal, Citizen Member Henry Davis, Jr., Member Kaine Kanczuzewski, Citizen Member COMMUNITY RELATIONS COMMITTEE Oversees the various activities of the Engagement and Economic Empowerment, Neighborhood Development, and Community Resources Teams within the City’s Department of CI and is charged with facilitating partnerships and ongoing communications with other public and private entities operating within the City. Troy Warner, Chairperson Canneth Lee, Member Lori K. Hamann, Vice-Chairperson Eli Wax, Member Citizen Member COUNCIL RULES COMMITTEE Oversees the regulations governing the overall operation of the Common Council, as well as all matters of public trust. Its duties are set forth in detail in Section 2-10.1 of the South Bend Municipal Code. Sharon L. McBride, Member Eli Wax, Member Sheila Niezgodski, Member HEALTH AND PUBLIC SAFETY COMMITTEE Oversees the various activities performed by the Fire and Police Departments, EMS, Department of Code Enforcement, ordinance violations, and related health and public safety matters. Eli Wax, Chairperson Troy Warner, Member Karen L. White, Vice-Chairperson Canneth Lee, Member Rachel Tomas Morgan, Member Desmont Upchurch, Citizen Member INFORMATION AND TECHNOLOGY COMMITTEE- Innovation Oversees the various activities of the City’s Department of Innovation, which includes the Divisions of Information Technology and 311 so that the City of South Bend remains competitive and on the cutting edge of developments in this area. Reviewing and proposing upgrades to computer systems and web sites, developing availability and access to GIS data and related technologies are just some of its many activities. Rachel Tomas Morgan, Chairperson Canneth Lee, Member Lori K. Hamann, Vice-Chairperson Maria Gibbs, Citizen Member Matthew Coats, Citizen Member PARC COMMITTEE- Venues Parks and Arts (Parks, Recreation, Cultural Arts & Entertainment) Oversees the various activities of the Century Center, College Football Hall of Fame, Four Winds Stadium, Morris Performing Arts Center, Studebaker National Museum, South Bend Regional Museum of Art, Potawatomi Zoo, My SB Trails, DTSB relations, and the many recreational and leisure activities offered by the Department of Venues Parks and Arts. Canneth Lee, Chairperson Henry Davis, Jr., Member Troy Warner, Vice-Chairperson Rachel Tomas Morgan, Member Beth Sanford, Citizen Member Citizen Member PERSONNEL AND FINANCE COMMITTEE Oversees the activities performed by the Department of Administration and Finance, and reviews all proposed salaries, budgets, appropriations, and other fiscal matters, as well as personnel policies, health benefits and related matters. Sheila Niezgodski, Chairperson Eli Wax, Member Troy Warner, Vice-Chairperson Canneth Lee, Member Rachel Tomas Morgan, Member PUBLIC WORKS AND PROPERTY VACATION COMMITTEE Oversees the various activities performed by the Building Department, the Department of Public Works and related public works and property vacation issues. Sheila Niezgodski, Chairperson Lori K. Hamann, Member Karen L. White, Vice-Chairperson Carl Littrell, Citizen Member Jason Piontek, Citizen Member RESIDENTIAL NEIGHBORHOODS COMMITTEE Oversees the various activities and issues related to neighborhood development and enhancement. Karen L. White, Chairperson Henry Davis, Jr., Member Canneth Lee, Vice-Chairperson Sheila Niezgodski, Member Amika Micou, Citizen Member Lakeyue Williams, Citizen Member UTILITIES COMMITTEE Oversees the activities of all enterprise entities including but not limited to the Bureau of Waterworks, Bureau of Sewers, and all related matters. Henry Davis, Jr., Chairperson Troy Warner, Member Eli Wax, Vice-Chairperson Lori K. Hamann, Member Citizen Member Citizen Member ZONING AND ANNEXATION COMMITTEE Oversees the activities related to the Board of Zoning Appeals, recommendations from the Area Plan Commission and the Historic Preservation Commission, as well as all related matters addressing anne xation and zoning. Lori K. Hamann, Chairperson Sheila Niezgodski, Member Henry Davis, Jr., Vice-Chairperson Karen L. White, Member James Snodgrass, Citizen Member ________________ SUB-COMMITTEE ON MINUTES Reviews the minutes prepared by the Office of the City Clerk of the regular, special, and informal meetings of the Common Council and makes a recommendation on their approval/modification to the Council. Troy Warner, Member Eli Wax, Member 2023 COMMON COUNCIL STANDING COMMITTEES (Rev.01-09-2023) CANNETH LEE, 1ST District Council Member Chairperson, Committee of the Whole PARC Committee, Chairperson Health & Public Safety Committee, Member Residential Neighborhoods Committee, Vice-Chairperson Information & Technology Committee, Member Community Relations Committee, Member Personnel & Finance Committee, Member HENRY DAVIS, JR. 2nd District Council Member Utilities Committee, Chairperson Residential Neighborhoods Committee, Member Zoning & Annexation Committee, Vice-Chairperson PARC Committee, Member Community Investment Committee, Member SHARON L. MCBRIDE, 3rd District Council Member President Council Rules Committee, Member TROY WARNER, 4TH District Council Member Community Relations Committee, Chairperson Health & Public Safety Committee, Member Personnel & Finance Committee, Vice-Chair Utilities Committee, Member PARC Committee, Vice-Chairperson Sub-Committee on the Minutes, Member ELI WAX, 5TH District Council Member Health & Public Safety Committee, Chairperson Community Relations Committee, Member Utilities Committee, Vice-Chairperson Sub-Committee on Minutes, Member Community Investment, Member Council Rules Committee, Member Personnel & Finance Committee, Member SHEILA NIEZGODSKI, 6TH District Council Member Vice-President Personnel & Finance Committee, Chairperson Residential Neighborhoods Committee, Member Public Works & Property Vacation, Chairperson Zoning & Annexation Committee, Member Council Rules Committee, Member RACHEL TOMAS MORGAN, AT LARGE Council Member Information & Technology Committee, Chairperson PARC Committee, Member Community Investment Committee, Chairperson Personnel & Finance Committee, Member Health & Public Safety Committee, Member KAREN L. WHITE, AT LARGE Council Member Residential Neighborhoods Committee, Chairperson Public Works & Property Vacation, Vice Chairperson Health & Public Safety Committee, Vice-Chairperson Zoning & Annexation Committee, Member LORI K. HAMANN, AT LARGE Council Member Zoning & Annexation Committee, Chairperson Public Works & Property Vacation, Member Information & Technology Committee, Vice-Chairperson Utilities Committee, Member Community Relations Committee, Vice- Chairperson County-City Building 227 W Jefferson Blvd Suite, 1200 N South Bend. IN 46601 James Mueller, Mayor August 8, 2023 City of South Bend Department of Administration & FinanceDivisionofHumanResources Ms. Sharon McBride, President City of South Bend Common Council 227 W. Jefferson Boulevard, 4th Floor South Bend, Indiana 46601 RE: Waterworks Bond Ordinance Dear President McBride, Phone 311 inside City limits Email 311@southbendin.gov Website Southbendin.gov Filed in C crx's Offic AUG OIZill D W M. JONES CITY CLERK SOUTH BEND, IN The attached proposed ordinance authorizes the City to issue a bond anticipation note and revenue bonds to fund certain additions and improvements to the municipal waterworks system of the City of South Bend. The proposed bonds will be repaid from net revenues of the Waterworks and will be issued in one (1) or more series, in an amount not to exceed forty-seven million seven hundred ninety-one thousand dollars ($47,791,000). I will present this bill to the Common Council at the appropriate committee and Council meetings. It is requested that this bill be filed for 1st reading on August 14, 2023 with 2nd reading, public hearing and 3rd reading scheduled for August 28, 2023. Thank you for your attention to this request. If you should have any questions, please feel to contact me at 574-235-9822. Regards, Kyle Willis City Controller BILL NO. 49-23 Filed in Clerk's Office BILL NO. 49-23 AUG 0 S h21 ORDINANCE NO. DAWN M.JONES CITY CLERK,SOUTH BEND,IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN ADDITIONS AND IMPROVEMENTS TO THE MUNICIPAL WATERWORKS OF THE CITY OF SOUTH BEND, INDIANA; AUTHORIZING THE ISSUANCE OF ADDITIONAL REVENUE BONDS FOR SUCH PURPOSE IN THE PRINCIPAL AMOUNT NOT TO EXCEED FORTY-SEVEN MILLION SEVEN HUNDRED NINETY-ONE THOUSAND DOLLARS ($47,791,000) TO PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF; ADDRESSING OTHER MATTERS CONNECTED THEREWITH, INCLUDING THE ISSUANCE OF NOTES IN ANTICIPATION OF BONDS; AND REPEALING ORDINANCES INCONSISTENT HEREWITH STATEMENT OF PURPOSE AND INTENT The City of South Bend, Indiana (the "City") has heretofore established, constructed and financed a municipal waterworks(the"Waterworks"or the"System")and now owns and operates said Waterworks pursuant to I.C. 8-1.5, as amended, and other applicable laws (together, the Act"). The City's Municipal Waterworks Utility is subject to the authority and regulation of the Indiana Utility Regulatory Commission ("NRC") and has not withdrawn from the IURC's authority and regulation. The Common Council of the City (the "Common Council") finds that certain additions, improvements and extensions to the Waterworks are necessary; and that plans, specifications and estimates have been prepared and filed by the engineers employed by the City for the construction of said additions, improvements and extensions, as more fully described on Exhibit A attached hereto, and made a part hereof(collectively, the "Project"), which plans and specifications have been or will be approved by the Common Council and by all governmental authorities having jurisdiction, and particularly the Indiana Department of Environmental Management. The City has advertised or will advertise for and receive bids or proposals for the construction of the Project, which bids or proposals will be subject to the City obtaining funds to pay for the Project. On the basis of said engineering estimates, the maximum estimated cost of the Project, including incidental expenses,is in the amount of Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars ($47,791,000). The Common Council has determined that to provide funds necessary to pay for a portion of the costs of the Project, it will be necessary for the City to issue waterworks revenue bonds, in one (1) or more series, in an amount not to exceed Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars ($47,791,000) and, if necessary, bond anticipation notes BANs") in an aggregate amount not to exceed Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars ($47,791,000). BANs") in an aggregate amount not to exceed Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars($47,791,000). The City previously submitted a petition to the IURC seeking approval for the adjustment of the rates and charges of the Waterworks and the issuance of long-term indebtedness and the IURC issued its order(Cause No.45719),dated January 25,2023 (the"Order"),approving,subject to the requirements set forth in the Order, the issuance of long-term debt in the amount not to exceed $47,791,000. The Common Council finds that there are now outstanding bonds issued on account of the Waterworks and payable out of the revenues therefrom designated as the "Waterworks Revenue Bonds of 2009, Series A" dated September 1, 2009 (the"2009A Bonds") originally issued in the amount of$429,000 authorized by Ordinance No. 9937-09 adopted by the Common Council on June 8, 2009 (the"Original 2009 Ordinance"), now outstanding in the amount of$196,030. The Common Council finds that there are also now outstanding bonds issued on account of the Waterworks and payable out of the revenues therefrom designated as the "Waterworks Revenue Bonds of 2012" dated June 21, 2012 (the "2012A Bonds"), originally issued in the amount of$8,300,000 authorized by Ordinance No. 10134-11 adopted by the Common Council on November 28, 2011 (the"2012A Ordinance"), now outstanding in the amount of$4,685,000. The Common Council finds that there are also outstanding bonds issued on account of the Waterworks and payable out of the revenues therefrom designated as the"Waterworks Refunding Revenue Bonds of 2016" dated December 27, 2016 (the "2016 Bonds"), originally issued in the amount of$3,300,000 authorized by Ordinance No. 10480-16, adopted by the Common Council on November 14, 2016 (the"2016 Ordinance"),now outstanding in the amount of$1,220,000. The Common Council finds that there are also outstanding bonds issued on account of the Waterworks and payable out of the revenues therefrom designated as the"Amended Waterworks Revenue Bonds of 2009, Series B"dated November 5, 2019 (the"Amended 2009B Bonds"), (the 2009A, 2012A Bonds, the 2016 Bonds, and the Amended 2009B Bonds, together, the "Prior Bonds")originally issued and currently outstanding in the amount of$2,814,257 authorized by the Original 2009 Ordinance as supplemented and amended by Ordinance No. 10659-19 adopted by the Common Council on July 22, 2019 (the "2019 Amending Ordinance" and with the Original 2009 Ordinance, the "Amended 2009 Ordinance") (the 2012A Ordinance, 2016 Ordinance and Amended 2009 Ordinance, collectively, the"Prior Ordinances"). The Prior Bonds constitute a first charge upon the Net Revenues (as hereinafter defined). Other than the Prior Bonds, the City has no outstanding revenue bonds or other pledges of Net Revenues of the Waterworks. The Prior Ordinances provide that the City may authorize and issue additional bonds payable out of the Net Revenues ranking on parity with the Parity Bonds (as hereinafter defined) for the purpose of financing the cost of future additions, extensions and improvements to the works, or to provide for a complete or partial refunding of bonds subject to the provisions of the Prior Ordinances. The conditions precedent to the issuance of additional parity bonds set forth in the Prior Ordinances, as described above, have been satisfied, subject to approval by the IURC. 2 - The City desires to authorize the issuance of a bond anticipation note or notes hereunder, if necessary,payable from the proceeds of the revenue bonds authorized herein(the`BANS"),and to authorize the refunding of said BANs, if issued. The Common Council now finds that all conditions precedent to the adoption of an ordinance authorizing the issuance of waterworks revenue bonds on parity with the Prior Bonds and BANs have been complied with in accordance with the applicable provisions of the Act. The City may enter into a Financial Assistance Agreement, Funding Agreement, Grant Agreement,and/or Financial Aid Agreement(substantially in the form of Exhibit B attached hereto and made a part hereof) ("Financial Assistance Agreement") with the Indiana Finance Authority the "Authority") as part of its drinking water loan program, supplemental drinking water and wastewater assistance program,water infrastructure assistance program and/or water infrastructure grant program, established and existing pursuant to I.C. § 5-1.2-1 through I.C. § 5-1.2-4, I.C. § 5- 1.2-10, I.C. § 5-1.2-11, I.C. § 5-1.2-14 and/or I.C. § 5-1.2-14.5 (collectively,the"IFA Program"), pertaining to the Project and the financing of the Project if any Bonds or BANs are sold to the Authority as part of its IFA Program. The Common Council understands that for the Project to be permitted to be financed under the IFA Program, the Common Council must (a) agree to own, operate and maintain the Waterworks and the Project for the duration of their useful life and (b) represent and warrant to the Authority that the Common Council has no intent to sell, transfer or lease the waterworks or the Project for the duration of their useful life. The City may accept other forms of financial assistance, as and if available, from the WA Program. NOW THEREFORE,BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AS FOLLOWS: SECTION I. Recitals. The recitals contained in this Ordinance are true and correct and are incorporated in this Ordinance by this reference. SECTION II. Authorization of Project. The City shall proceed with the construction of the Project in accordance with the plans and specifications heretofore prepared and filed by the consulting engineers employed by the City, which plans and specifications are by reference made a part of this Ordinance as fully as if the same were attached hereto and incorporated herein. Two copies of the plans and specifications are now on file or will be subsequently placed on file in the office of the Clerk of the City and open for public inspection pursuant to IC § 36-1-5-4. The cost of construction of the Project to be financed shall not to exceed the sum of$47,791,000,plus investment earnings on the bond and BAN proceeds,without further authorization from this Common Council. Where used in this Ordinance,the term "City"shall be construed also to include any Department, Board, Commission, or Officer or Officers of the City. The terms "Waterworks," "waterworks," "works," "System," "system," and similar terms used in this Ordinance shall be construed to mean and include the existing structures and property of the Waterworks owned by the City together with all of the real estate, equipment and appurtenances thereto used in connection therewith, and all extensions, additions, and improvements thereto and replacements thereof, now or subsequently constructed or acquired 3 - including the works herein acquired and constructed and all additions and improvements thereto and replacements thereof subsequently constructed or acquired. If the bonds herein authorized will be sold to the IFA Program, such terms shall also be construed to mean the Drinking Water System,as defined in the Financial Assistance Agreement to be entered into, in such case,between the City and the Authority through the IFA Program. The Project shall be constructed in accordance with the plans and specifications heretofore mentioned,which plans and specifications are hereby approved. The Project shall be constructed and the bonds and/or BANs herein authorized shall be issued pursuant to and in accordance with the Act. The City reasonably expects to reimburse expenditures incurred by the City for the Project with proceeds of the BANs or the Bonds and this Ordinance constitutes a declaration of Official Intent pursuant to Treasury Regulation 1.150-2(e) and the provisions of I.C. 5-1-14-6(c). In the event the bonds herein authorized or the BANs are purchased by the Authority as part of the IFA Program, on behalf of the City, the Common Council hereby (i) agrees to own, operate and maintain the waterworks and the Project for the duration of their useful life and(ii)represents and warrants to the Authority that the Common Council has no intent to sell, transfer or lease the waterworks or the Project for the duration of their useful life. SECTION III. Issuance of BANs and Bonds. (a)The City shall issue, if necessary, its BANs for the purpose of procuring interim financing to apply to the cost of the Project and capitalized interest, if any. The City shall issue its BANs, in one or more series, in an amount not to exceed Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars($47,791,000) to be designated "Waterworks Revenue Bond Anticipation Notes, Series to be completed with the year in which issued and appropriate series designation, if any). Each series of BANs shall be numbered consecutively from_R-1 upward (with such blank to be filled in based on the year of issuance of the BANs), shall be sold at a price not less than 99% of their par value, shall be in denominations of One Dollar ($1) or integral multiples thereof(or such higher minimum denomination as the Controller of the City (the "Controller") shall determine prior to the sale of the BANs and as set forth in the Bond Anticipation Note Agreement(as hereinafter defined)),shall be dated as of the date of delivery thereof, and shall bear interest at a rate not to exceed 5.00%per annum (the exact rate or rates to be determined through bidding or negotiation with the purchaser of the BANs) payable upon maturity. The City may receive payment on the BANs in installments. Each series of BANs will mature no later than five (5) years after their date of delivery. The BANs are subject to renewal or extension at an interest rate or rates not to exceed 5.00% per annum (the exact rate or rates to be negotiated with the purchaser of the BANs). The term of the BANs and all renewal BANs may not exceed five years from the date of delivery of the initial BANs. The BANs shall be registered in the name of the purchasers thereof. Notwithstanding anything in this Ordinance to the contrary, any series of BANs issued hereunder may bear interest that is taxable and included in the gross income of the owners thereof. If any such BANs are issued on a taxable basis, the designated name shall include the term "Taxable"as the first word in the designated name. The BANs shall be issued pursuant to the provisions of IC § 5-1.2-1 through IC § 5-1.2-4, IC § 5-1.2-10, IC § 5-1.2-14 and/or IC § 5-1.2-14.5 if sold to the Authority or pursuant to the provisions of I.C. § 5-1-14-5,as amended,and the Act, if sold to a financial institution or any other purchaser. The principal of and interest on the BANs shall be payable solely from the issuance of revenue bonds pursuant to and in the manner prescribed by the Act (or, with respect solely to interest, from a pledge of the Net Revenues). The City may also use other revenues or funds of 4 - the City legally available therefor, if any, including amounts available to the City out of federal or state funds available for application to the Project, for payment of the principal of the BANs; provided, however, that no funds other than proceeds from the issuance and sale of the Bonds, if and when issued, are pledged to the payment of principal of the BANs. Notwithstanding any other provision of this Ordinance,if the BANs are sold to a purchaser that so agrees,the City may receive payment for the BANs in installments, and principal shall not be payable and interest shall not accrue on the BANs until such principal amount has been advanced pursuant to requests made by the City to such purchaser. In the event that the total principal amount of the BANs sold to such purchaser is not advanced to the City, the principal amount of the BANs shall be reduced accordingly. The revenue bonds will be payable solely out of and constitute a first charge upon all the Net Revenues of the waterworks of the City, including the works herein acquired and constructed and all additions and improvements thereto and replacements thereof subsequently constructed or acquired. b)The City shall issue its waterworks revenue bonds,in one or more series, in an aggregate principal amount not to exceed Forty-Seven Million Seven Hundred Ninety-one Thousand Dollars 47,791,000)to be designated"Waterworks Revenue Bonds, Series with the blank to be completed with the year in which issued and the appropriate series designation, if any (the Bonds"), for the purpose of procuring funds to be applied to the cost of the Project, the payment of costs of issuance, refunding the BANs, if issued, capitalized interest, if any, and all other costs related to the Project. Each series of Bonds shall be sold at a price of not less than 99%of the par amount of the Bonds and shall be issued in authorized denominations of One Dollar ($1) each if sold to the Authority as part of the IFA Program and in the denomination of Five Thousand Dollars($5,000) each or integral multiples thereof if sold to another purchaser (or such higher minimum denomination as the Controller may determine prior to the sale of other Bonds with the advice of Baker Tilly Municipal Advisors,LLC(the"Municipal Advisor"))if sold to another purchaser,and any integral multiple thereof not exceeding the aggregate principal amount of the Bonds maturing in any one (1) year. The Bonds shall be numbered consecutively from_R-1 upward (with such blank to be completed with the year of issuance of the Bonds and the appropriate series designation, if any), dated as of their date of delivery, and shall bear interest at a rate or rates not exceeding 5.00% per annum (the exact rate or rates to be determined by negotiation with the IFA Program,or by bidding,as the case may be),payable semiannually on January 1 and July 1 in each year, beginning no earlier than January 1, 2024, as determined by the Controller, with the advice of the Municipal Advisor. The Bonds shall be payable in lawful money of the United States of America, at the principal office of the Paying Agent (as hereinafter defined). The Bonds shall mature annually,or shall be subject to mandatory sinking fund redemption if term bonds are issued, on January 1 of each year, through January 1, 2033, and shall mature semiannually, or shall be subject to mandatory sinking fund redemption if term bonds are issued, on January 1 and July 1 thereafter, over a period ending no later than January 1, 2048, in such amounts as deemed appropriate by the Controller, upon the advice of the Municipal Advisor; provided, however, that any Bonds sold to the Authority as part of its IFA Program shall mature annually on January 1, or be subject to mandatory sinking fund redemption on January 1 through January 1, 2033, and shall mature semiannually, or shall be subject to mandatory sinking fund redemption if term bonds are issued, on January 1 and July 1 thereafter, over a period ending no later than thirty-five(35)years from the date of issuance of the Bonds, and in such amounts as will allow the City to meet the coverage and/or amortization requirements of the IFA Program, with such debt service schedules 5 - to be finalized and set forth in the Financial Assistance Agreement. The Bonds will be payable solely out of and constitute a first charge against the Net Revenues (as hereinafter defined) of the City's Waterworks, inclusive of System Development Charges (as hereinafter defined), on parity with the Prior Bonds. All or a portion of the Bonds may be issued as one or more term bonds, upon election of the purchaser thereof. Such term bonds shall have a stated maturity or maturities consistent with the maturity schedule determined in accordance with the preceding paragraph, in the years as determined by the purchaser thereof, but in no event later than the last serial maturity date of the Bonds as determined in the preceding paragraph. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s)at maturity at 100%of the principal amount thereof, plus accrued interest to the redemption date, on principal payment dates which are hereafter determined in accordance with the preceding paragraph. Each series of Bonds shall rank on a parity basis with any other series issued hereunder and the Prior Bonds for all purposes, including the pledge of Net Revenues under this Ordinance. Interest on the Bonds and BANs shall be calculated according to a 360-day calendar year containing twelve 30-day months (or on the basis of a 365-day year, if required by the Purchaser of the Bonds). SECTION IV. Registrar and Paying Agent; Book-entry Provisions. (a) The Controller is hereby authorized to contract with a qualified financial institution to serve as Registrar and Paying Agent for the Bonds ("Registrar" or "Paying Agent"). The Registrar is hereby charged with the responsibility of authenticating the Bonds. The Controller is hereby authorized to enter into such agreements or understandings with the Registrar as will enable the institution to perform the services required of a registrar and paying agent. The Controller is further authorized to pay such fees as the Registrar may charge for the services it provides as Registrar and Paying Agent, and such fees may be paid from the Waterworks Sinking Fund established to pay the principal of and interest on the Bonds as fiscal agency charges. As to the BANs and as to the Bonds, if the purchaser does not object to such designation, the Controller may serve as Registrar and Paying Agent, and in that case, is hereby charged with the performance of all duties and responsibilities of Registrar and Paying Agent. b) If the BANs or Bonds are sold to the Authority as part of its IFA Program, the principal of and interest thereon shall be paid by wire transfer to such financial institution if and as directed by the Authority on the due date of such payment or, if such due date is a day when financial institutions are not open for business, on the business day immediately after such due date. So long as the Authority as part of its IFA Program is the owner of the BANs or the Bonds, such BANs or Bonds shall be presented for payment as directed by the Authority. c) If the BANs or Bonds are not sold to the Authority as part of its IFA Program or if wire transfer payment is not required, the principal of the Bonds and the principal and interest on the BANs shall be payable at the principal (or designated) corporate trust office of the Paying Agent. All payments of interest on the Bonds shall be paid by check mailed to the registered owners thereof, as of the fifteenth day of the month preceding each interest payment date ("Record Date"), at the addresses as they appear on the registration books kept by the 6 - Registrar or at such other address as is provided to the Paying Agent in writing by such registered owner on or before such Record Date. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on the Bonds and BANs shall be made in any coin or currency of the United States of America which, on the date of such payment, shall be legal tender for the payment of public and private debts. d) Each Bond shall be transferable or exchangeable only upon the books of the City kept for that purpose at the principal (or designated)corporate trust office of the Registrar by the registered owner in person, or by its attorney duly authorized in writing, upon surrender of such Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered Bond or Bonds in an authorized aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or the registered owner,as the case may be, in exchange therefor. The costs of such transfer or exchange shall be borne by the City except for any tax or governmental charge required to be paid with respect to the transfer or exchange,which taxes or governmental charges are payable by the person requesting such transfer or exchange. The City, Registrar and Paying Agent for the Bonds may treat and consider the person in whose name such Bonds are registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof and interest due thereon. e) The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent upon giving 30 days' notice in writing to the City and by first class mail to each registered owner of the Bonds then outstanding, and such resignation will take effect at the end of such 30 day period or upon the earlier appointment of a successor registrar and paying agent by the City. Any such notice to the City may be served personally or sent by registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in which event the City may appoint a successor registrar and paying agent. The City shall notify each registered owner of the Bonds then outstanding by first class mail of the removal of the Registrar and Paying Agent. Notices to the registered owners of the Bonds shall be deemed to be given when mailed by first class mail to the addresses of such registered owners as they appear on the registration books kept by the Registrar. Upon the appointment of any successor registrar and paying agent by the City, the Controller is authorized and directed to enter into such agreements and understandings with such successor registrar and paying agent as will enable the institution to perform the services required of a registrar and paying agent for the Bonds. The Controller is further authorized to pay such fees as the successor registrar and paying agent may charge for the services it provides as registrar and paying agent, and such fees may be paid from the Waterworks Sinking Fund continued in Section XV hereof. Any predecessor registrar and paying agent shall deliver all of the Bonds and any cash or investments in its possession with respect thereto, together with the registration books, to the successor registrar and paying agent. 7- f) Interest on all other Bonds shall be payable from the interest payment date to which interest has been paid next preceding the authentication date of the Bonds unless the Bonds are authenticated after the Record Date and on or before such interest payment date, in which case they shall bear interest from such interest payment date, or unless the Bonds are authenticated on or before the Record Date preceding the first interest payment date, in which case they shall bear interest from the original date, until the principal shall be fully paid. g) The Bonds may be issued in book-entry-only form as one (1) fully registered Bond per maturity registered in the name of Cede&Co.,as nominee for The Depository Trust Company, New York, New York ("Depository Trust Company") and have transfers of the Bonds effected by book-entry on the books of the central depository system ("Book Entry System"). The Bonds may be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. In such case, upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE&CO., as nominee of the Depository Trust Company. With respect to the Bonds registered in the register kept by the Registrar in the name of CEDE&CO., as nominee of the Depository Trust Company, the City and the Paying Agent shall have no responsibility or obligation to any other holders or owners(including any beneficial owner Beneficial Owner"))of the Bonds with respect to(i)the accuracy of the records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder(including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the Bonds including any notice of redemption, or(iii)the payment to any bondholder(including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds, except as otherwise provided herein. With respect to Bonds registered in the name of CEDE & CO., the following provisions shall also apply. No person other than the Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the City to make payments of the principal of and premium, if any,and interest on the Bonds pursuant to this Ordinance. The City and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of(i)payment of the principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken by or with respect to bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Depository Trust Company,and all such payments shall be valid and effective fully to satisfy and discharge the City's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the City of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE CO.,and subject to the provisions herein with respect to consents,the words"CEDE&CO."in this Ordinance shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bonds and all 8 - notices with respect to such Bonds shall be made and given to the Depository Trust Company as provided in a representation letter from the City to the Depository Trust Company. Upon receipt by the City of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and if no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the City kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the Bonds shall designate, in accordance with the provisions of this Ordinance. If the City determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered Bonds, the City may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the City and the Registrar to do so, the Registrar and the City will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i)to make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company account or (ii)to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause the Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary;provided,however,that the Registrar shall not be required to have such Bonds printed until it shall have received from the City indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to bondholders by the City or the Registrar with respect to any consent or other action to be taken by bondholders, the City or the Registrar, as the case may be,shall establish a record date for such consent or other action and give the Depository Trust Company notice of such record date not less than fifteen(15) calendar days in advance of such record date to the extent possible. So long as the Bonds are registered in the name of the Depository Trust Company or CEDE CO. or any substitute nominee,the City and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Bonds or from the Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar, to the same extent as if such consent, advice, direction, demand or vote were made by the bondholders for purposes of this Ordinance,and the City and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or representation, the Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, 9 - together with the dollar amount of each Beneficial Owner's interest in the Bonds and the current addresses of such Beneficial Owners. Notwithstanding anything contained herein, the City may accept any other forms of financial assistance, as and if available, from the IFA Program (including without limitation any forgivable loans,grants or other assistance whether available as an alternative to any BAN or Bond related provision otherwise provided for herein or as a supplement or addition thereto). If required by the IFA Program to be eligible for such financial assistance, one or more of the series of the BANs or Bonds issued hereunder may be issued on a basis such that the payment of the principal of or interest on (or both) such series of BANs or Bonds is junior and subordinate to the payment of the principal of and interest on other series of BANs or Bonds issued hereunder (and/or any other revenue bonds secured by a pledge of Net Revenues, whether now outstanding or hereafter issued), all as provided by the terms of such series of BANs or Bonds as modified pursuant to this authorization. Such financial assistance, if any, shall be as provided in the Financial Assistance Agreement and the BANs or Bonds of each series of BANs or Bonds issued hereunder(including any modification made pursuant to the authorization in this paragraph to the form of Bond otherwise contained herein). SECTION V. Redemption of Bonds and BANs. (a) On and after the date specified in the Bond Anticipation Note Agreement,the BANs are prepayable by the City,in whole or in part, on any date, upon 30 days' notice to the owner of the BANs, with no premium. The exact redemption features of the BANs shall be determined by the Controller with the advice of the Municipal Advisor and shall be set out in the Bond Anticipation Note Agreement. b) The Bonds may be made redeemable at the option of the City, in whole or in part, in the order of maturity as determined by the City, and by lot within a maturity, on thirty 30) days' notice, at face value, with a premium no greater than 2%, plus accrued interest to the date fixed for redemption. The exact redemption dates and premiums shall be established by the Controller,with the advice of the Municipal Advisor,prior to the sale of the Bonds;provided, that Bonds sold to the Authority as part of its IFA Program shall be redeemable not sooner than ten 10) years after their date of delivery and in inverse order of maturity on at least 60 days' notice; provided, further, that if the Bonds are sold to the IFA Program and registered in the name of the Authority, the Bonds shall not be redeemable at the option of the City unless and until consented to by the Authority. c) If any Bond is issued as a term bond, the Paying Agent shall credit against the mandatory sinking fund requirement for the Bonds maturing as term bonds,and corresponding mandatory redemption obligation,in the order determined by the City,any Bonds maturing as term bonds which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased for cancellation by the Paying Agent and not theretofore applied as a credit against any redemption obligation. Each Bond maturing as a term bond so delivered or cancelled shall be credited by the Paying Agent at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of the Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Paying Agent shall credit such Bonds maturing as term bonds only to the extent received on or before forty-five (45) days preceding the applicable mandatory redemption date. 10- Each authorized denomination amount of Bonds shall be considered a separate bond for purposes of optional and mandatory redemption. If less than an entire maturity is called for redemption at one time,the Bonds to be redeemed shall be selected by lot within a maturity by the Registrar. If some Bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption. d) In either case, notice of redemption shall be given not less than thirty (30) days prior to the date fixed for redemption unless such redemption notice is waived by the owner of the Bond or Bonds redeemed. Such notice shall be mailed to the address of the registered owner as shown on the registration record of the City as of the date which is forty-five(45) prior to such redemption date; provided, however, that such notice shall be provided at least sixty (60) days in advance if the Bonds are sold to the Authority as part of the IFA Program, to the registered owner as shown on the registration record of the City as of the date which is sixty-five(65) days prior to the redemption date for such Bonds. The notice shall specify the date and place of redemption and sufficient identification of the Bonds called for redemption. The place of redemption may be determined by the City. Interest on the Bonds so called for redemption shall cease on the redemption date fixed in such notice if sufficient funds are available at the place of redemption to pay the redemption price on the date so named. SECTION VI. Execution and Negotiability. The Bonds and BANs shall be executed in the name of the City by the manual or facsimile signature of the Mayor of the City the "Mayor") and attested by the manual or facsimile signature of its Clerk, and the seal of the City shall be affixed, imprinted or impressed to or on each of the Bonds and BANs manually, by facsimile or any other means;and these officials,by the execution of a Signature and No Litigation Certificate, shall adopt as and for their own proper signatures the facsimile signatures appearing on the Bonds or BANs. In case any officer whose signature or facsimile signature appears on the Bonds or BANs shall cease to be such officer before the delivery of the Bonds or BANs, the signature of such officer shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. The Bonds and BANs shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Indiana, subject to the provisions for registration herein. The Bonds shall also be authenticated by the manual signature of the Registrar, and no Bond shall be valid or become obligatory for any purpose until the certificate of authentication thereon has been so executed. SECTION VII.Form of Bonds. The form and tenor of the Bonds shall be substantially as follows, all blanks to be filled in properly prior to delivery: 11 - No. R- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF ST. JOSEPH CITY OF SOUTH BEND WATERWORKS REVENUE BOND, SERIES Interest Maturity Original Authentication Rate Date Date Date CUSIP1 REGISTERED OWNER: PRINCIPAL SUM: The City of South Bend, in St.Joseph County,State of Indiana("City"), for value received, hereby promises to pay to the Registered Owner named above or registered assigns, solely out of the special revenue fund hereinafter referred to, the Principal Sum set forth above, [or so much thereof as may be advanced from time to time and be outstanding as evidenced by the records of the registered owner making payment for this bond,or its assigns,] on the [Maturity Date set forth above] OR [ in the years and in the amounts as set forth on Schedule A attached hereto] (unless this bond be subject to and be called for redemption prior to maturity as hereinafter provided), and to pay interest hereon until the Principal Sum shall be fully paid at the rate per annum stated above from the interest payment date to which interest has been paid next preceding the Authentication Date of this bond unless this bond is authenticated after the fifteenth day of the month preceding an interest payment date and on or before such interest payment date, in which case it shall bear interest from such interest payment date, or unless this bond is authenticated on or before 20_, in which case it shall bear interest from the Original Date,which interest is payable semiannually on the first days of January and July in each year,beginning on 1,20_. Interest shall be calculated according to a 360-day calendar year containing twelve 30-day months. The principal of and premium, if any, on this 202_Bond is payable at the principal Office of the"Registrar"or the"Paying Agent"), in the of Indiana.] [Principal and] Interest on this 202_ Bond shall be paid by check mailed OR [wire transfer for deposit to a financial institution as directed by the Indiana Finance Authority (the Authority") on the due date or, if such due date is a day when financial institutions are not open for business, on the business day immediately after such due date] one (1) business day prior to the interest payment date to the Registered Owner hereof,as of the fifteenth(15` h) day of the month preceding such payment,at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the registered owner. [If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall wire transfer payments so such payments are received at the 12 - depository by 2:30 p.m. (New York City time).] All payments on this bond shall be made in any coin or currency of the United States of America which, on the dates of such payment, shall be legal tender for the payment of public and private debts. This Bond shall not constitute an indebtedness of the City within the meaning of the provisions and limitations of the Constitution of the State, and the City shall not be obligated to pay this Bond or the interest hereon except from the special fund provided from the Net Revenues herein defined as the gross revenues of the System (herein defined as the City's waterworks system, including all real estate, equipment and appurtenances thereto used in connection therewith, and all extensions, additions and improvements thereto and replacements thereof, now or at any time hereafter constructed or acquired) inclusive of System Development Charges (as defined in the Ordinance) remaining after the payment of the reasonable expense of[Operation and Maintenance as defined in the Financial Assistance Agreement] OR [operation, repair and maintenance] of the System). Reference is hereby made to the Financial Assistance Agreement ("Financial Assistance Agreement") between the City and the Authority concerning certain terms and covenants pertaining to the Waterworks project and the purchase of this Bond as part of the drinking water loan program established and existing pursuant to IC 5-1.2-1 through IC 5-1.2-4 and IC 5-1.2-10.] This bond is one of an authorized issue of bonds of the City issued in series of like tenor and effect, except as to numbering, interest rate, and date of maturity, in the total amount of Dollars($ numbered consecutively from R-1 up; issued for the purpose of providing funds to pay the cost of certain additions,extensions and improvements to the municipally owned waterworks system of the City, [to refund interim notes issued in anticipation of the bonds,] to fund a debt service reserve fund, and to pay issuance expenses. This bond is issued pursuant to an ordinance adopted by the Common Council of the City on the _ day of 2023, entitled "AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN ADDITIONS AND IMPROVEMENTS TO THE MUNICIPAL WATERWORKS OF THE CITY OF SOUTH BEND, INDIANA; AUTHORIZING THE ISSUANCE OF REVENUE BONDS FOR SUCH PURPOSE IN THE PRINCIPAL AMOUNT NOT TO EXCEED FORTY-SEVEN MILLION SEVEN HUNDRED NINETY-ONE THOUSAND DOLLARS ($47,791,000) TO PROVIDE FUNDS FOR THE PAYMENT OF THE COSTS THEREOF; ADDRESSING OTHER MATTERS CONNECTED THEREWITH, INCLUDING THE ISSUANCE OF NOTES IN ANTICIPATION OF BONDS; AND REPEALING ORDINANCES INCONSISTENT HEREWITH" ("Ordinance"), and in accordance with the provisions of Indiana law, including without limitation Indiana Code 8-1.5 as in effect on the date of delivery of the bonds of this issue("Act"). Capitalized terms not otherwise defined herein have the same meanings as ascribed to them in the Ordinance. Pursuant to the provisions of the Act and the Ordinance, the principal of and interest on this bond and all other bonds of said issue,the Prior Bonds(as defined in the Ordinance)[including the Waterworks Revenue Bonds of Series Series Bonds")] and any bonds hereafter issued on a parity therewith are payable solely from the Waterworks Sinking Fund continued by the Ordinance ("Sinking Fund") to be provided from the Net Revenues (defined as gross revenues after deduction only for the payment of the reasonable expenses of operation,repair and maintenance and which reasonable expenses of operation,repair and maintenance specifically 13 - do not include any rates or charges in lieu of taxes made and collected by the Waterworks and transferred to the City in accordance with the Act) of the waterworks of the City, including the works constructed and acquired with the proceeds of the bonds of this issue, and all additions and improvements thereto and replacements thereof subsequently constructed or acquired. The City irrevocably pledges the entire Net Revenues of the waterworks to the prompt payment of the principal of and interest on the bonds authorized by the Ordinance, of which this is one, the Parity Bonds and any bonds ranking on a parity therewith, [including the Series Bonds,] to the extent necessary for that purpose, and covenants that it will cause to be fixed, maintained and collected such rates and charges for services rendered by the utility as are sufficient in each year to (i) provide for the payment of the proper and reasonable expenses of[Operation and Maintenance (as defined in the Financial Assistance Agreement)] OR [operation, repair and maintenance] of the waterworks, (ii) provide for the payment of the sums required to be paid into the Sinking Fund under the provisions of the Act and the Ordinance, and (iii) comply with and satisfy all covenants contained in the Ordinance and any Financial Assistance Agreement. If the City or the proper officers thereof shall fail or refuse to so fix, maintain and collect such rates or charges, or if there be a default in the payment of the interest on or principal of this bond, the owner of this bond shall have all of the rights and remedies provided for under Indiana law. The bonds shall be initially issued in a Book Entry System (as defined in the Ordinance). The provisions of this bond and of the Ordinance are subject in all respects to the provisions of the Letter of Representations between the City and DTC, or any substitute agreement, effecting such Book Entry System.] The City further covenants that it will set aside and pay into its Sinking Fund monthly, as available, or more often if necessary, a sufficient amount of the Net Revenues of the works for payment of(a)the interest on all bonds which by their terms are payable from the revenues of the waterworks,as such interest shall fall due,(b)the necessary fiscal agency charges for paying bonds and interest, (c) the principal of all bonds which by their terms are payable from the revenues of the waterworks, as such principal shall fall due,and(d)an additional amount as a margin of safety to maintain the debt service reserve required by the Ordinance. Such required payments shall constitute a first charge against the Net Revenues of said works, on a parity with the Parity Bonds and the Series_Bonds]. The 202_ Bonds maturing on and after are redeemable at the option of the City on 1, 20_, or any date thereafter, on thirty(30)days' notice, in whole or in part, in [inverse/any] order of maturity and by lot within a maturity, at face value, [together with the following premiums: if redeemed on 1, 20 or thereafter on or before 20 ; if redeemed on 1, 20 or thereafter on or before 20 ; if redeemed on 1, 20_, or thereafter prior to maturity;] plus in each case accrued interest to the date fixed for redemption. 14- The bonds maturing on _1, 20_ are subject to mandatory sinking fund redemption prior to maturity, at a redemption price equal to the principal amount thereof plus accrued interest, on the dates and in the amounts set forth below: Term Bond Term Bond Date Amount Date Amount Final Maturity] Each Five Thousand Dollar($5,000) principal amount shall be considered a separate bond for purposes of optional [and mandatory] redemption. If less than an entire maturity is called for redemption, the bonds to be called shall be selected by lot by the Registrar. [If some bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the bonds for optional redemption before selecting the bonds by lot for the mandatory sinking fund redemption.] Notice of redemption shall be mailed to the address of the registered owner as shown on the registration record of the City, as of the date which is [forty-five (45) days] [sixty-five days] prior to such redemption date, not less than [thirty (30) days] [sixty (60) days] prior to the date fixed for redemption. The notice shall specify the date and place of redemption and sufficient identification of the bonds called for redemption. The place of redemption may be determined by the City. Interest on the bonds so called for redemption shall cease on the redemption date fixed in such notice, if sufficient funds are available at the place of redemption to pay the redemption price on the date so named. If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may deposit in trust with [the Paying Agent] [its depository bank] an amount sufficient to pay such bond or the redemption price, as the case may be, and thereafter the registered owner shall look only to the funds so deposited in trust with said bank for payment and the City shall have no further obligation or liability in respect thereto. This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the [principal corporate trust] office of the Registrar by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered owner, or his attorney duly authorized in writing, and thereupon a new fully registered bond or bonds in an authorized aggregate principal amount and of the same maturity shall be executed and delivered in the name of the transferee or transferees or to the registered owner, as the case may be, in exchange therefor. This bond may be transferred without cost to the registered owner except for any tax or governmental charge required to be paid with respect to the transfer. The City, the Registrar, the Paying Agent and any other registrar or paying agent for this bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all purposes including for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon. This bond is subject to defeasance prior to redemption or payment as provided in the Ordinance referred to herein. THE OWNER OF THIS BOND, BY THE ACCEPTANCE 15 - HEREOF, HEREBY AGREES TO ALL THE TERMS AND PROVISIONS CONTAINED IN THE ORDINANCE. The Ordinance may be amended without the consent of the owners of the bonds as provided in the Ordinance. The bonds maturing in any one year are issuable only in fully registered form in the denomination of [One Dollar ($1)] [Five Thousand Dollars ($5,000)] or any integral multiple thereof. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the execution,issuance and delivery of this bond have been done and performed in regular and due form as provided by law. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by an authorized representative of the Registrar. IN WITNESS WHEREOF, the City of South Bend, in St. Joseph County, Indiana, has caused this bond to be executed in its corporate name by the manual or facsimile signature of its Mayor, its corporate seal to be hereunto affixed, imprinted or impressed by any means and attested manually or by facsimile by its Clerk. CITY OF SOUTH BEND, INDIANA By: Mayor SEAL] Attest: Clerk REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within-mentioned Ordinance. as Registrar By: Authorized Representative ASSIGNMENT 16- FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto this bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within bond on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: Signature(s)must be guaranteed by an NOTICE: The signature to this assignment must eligible guarantor institution participating in a correspond with the name as it appears on the Securities Transfer Association recognized face of the within bond in every particular, signature guarantee program. without alteration or enlargement or any change whatsoever. SECTION VIII. Authorization for Preparation and Sale of the Bonds and BANs; Official Statement. (a) The Controller is hereby authorized and directed to have the Bonds and BANs prepared, and the Mayor and Clerk are hereby authorized and directed to execute and attest the Bonds and BANs in the form and manner provided herein. The Controller is hereby authorized and directed to deliver the Bonds and BANs to the respective purchasers thereof. At the time of delivery of the Bonds and BANs, the Controller shall collect the full amount which the respective purchasers have agreed to pay therefor,which amount shall not be less than 99%of the face amount of the BANs and not less than 99%of the face value of the Bonds,plus accrued interest to the date of delivery, if any. The City may receive payment for the BANs or the Bonds in installments. The Bonds, as and to the extent paid for and delivered to the purchaser, shall be the binding special revenue obligations of the City payable out of the Net Revenues of the waterworks to be set aside into the Sinking Fund as herein provided. The proceeds derived from the sale of the Bonds shall be and are hereby set aside for application to the cost of the Project hereinbefore referred to, the refunding of the BANs, if issued, and the expenses necessarily incurred in connection with the BANs and Bonds. The proper officers of the City are hereby directed to sell the Bonds, to draw all proper and necessary warrants, and to do whatever acts and things which may be necessary to carry out the provisions of this Ordinance. b) As an alternative to public sale, the Controller may negotiate the sale of the BANs or Bonds to the Authority as part of its IFA Program. The Mayor and the Controller are hereby authorized to (i) submit an application to the Authority as part of its IFA Program, (ii) execute a Financial Assistance Agreement with the Authority with terms conforming to this ordinance, and (iii) sell such BANs or Bonds upon such terms as are acceptable to the Mayor and the Controller consistent with the terms of this Ordinance. The substantially final form of Financial Assistance Agreement attached hereto as Exhibit B and incorporated herein by reference is hereby approved by this Common Council,and the Mayor and Controller are hereby authorized to execute and deliver the same, and to approve any changes in form or substance to the Financial Assistance Agreement which are consistent with the terms of this Ordinance, such changes to be conclusively evidenced by such execution. 17- c) The BANs and Bonds(other than BANs and Bonds sold to the Authority as part of its IFA Program) may, to the extent required by law, be offered and sold pursuant to an Official Statement with respect to the BANS or Bonds. Distribution of an Official Statement preliminary and final) prepared by the Municipal Advisor, on behalf of the City, is hereby authorized and approved, and the Mayor and Controller are authorized and directed to execute the Official Statement on behalf of the City in a form consistent with this Ordinance. The Mayor or the Controller is authorized to designate the preliminary Official Statement as "nearly final" for purposes of Rule 15c2-12 as promulgated by the Securities and Exchange Commission ("Rule"). In the alternative,the Mayor may obtain an investment letter from the purchaser of the Bonds in a form satisfactory to the City's attorney and bond counsel. SECTION IX. Bond Sale Notice. Unless the Bonds are sold to the Authority pursuant to the IFA Program or Indiana law permits the sale of the Bonds by negotiated sale at the time of the issuance of the Bonds or any series thereof, the Bonds shall be sold at a competitive sale. The Controller shall cause to be published a notice of intent to sell in a newspaper published or of general circulation in the City, and in the Indianapolis Business Journal, a newspaper of general circulation published in the City of Indianapolis, Indiana, all in accordance with I.C. 5-1- 11 and I.C. 5-3-1. The notice shall state the character and amount of the Bonds,the maximum rate of interest thereon, the terms and conditions upon which bids will be received and the sale made, and such other information as the Controller and the attorneys employed by the City shall deem advisable. The notice may provide, among other things, that the winning bidder shall submit to the City a certified or cashier's check (or wire transfer such amount) not later than a time determined by the City to guarantee performance on the part of the winning bidder. In the event the successful bidder shall fail or refuse to accept delivery of the Bonds and pay for the same as soon as the Bonds are ready for delivery, or at the time fixed in the notice of sale, then said check and the proceeds thereof shall be the property of the City and shall be considered as its liquidated damages on account of such default. The notice may also provide that bidders for the Bonds will be required to name the rate or rates of interest which the Bonds are to bear, not exceeding the maximum rate hereinbefore fixed, and that such interest rate or rates shall be in multiples of one- eighth(1/8)or one-hundredth (1/100)of one percent(1%). No conditional bid will be considered. The opinion of Barnes&Thornburg LLP, South Bend, Indiana, bond counsel for the City("Bond Counsel"), approving the legality of the Bonds, will be furnished to the purchaser at the expense of the City. The Bonds shall be awarded by the Controller to the best bidder who has submitted its bid in accordance with the terms of this Ordinance, I.C. 5-1-11 and the notice. The best bidder will be the one who offers the lowest net interest cost to the City, to be determined by computing the total interest on all of the Bonds to their maturities, deducting the premium bid, if any and adding thereto the discount bid, if any. The right to reject any and all bids shall be reserved. If an acceptable bid is not received on the date of sale, the sale may be continued from day to day thereafter without further advertisement for a period of thirty (30) days, during which time no bid which provides a higher net interest cost to the City than the best bid received at the time of the advertised sale will be considered. Notwithstanding anything in this Ordinance to the contrary and in lieu of a competitive sale of the Bonds pursuant to this Section IX and in the event Indiana law then permits a negotiated sale of the Bonds or any series thereof, the Mayor and the Controller, upon consultation with the Municipal Advisor, may determine to provide for the Bonds to be sold through a negotiated sale 18 - in the manner and upon the terms and conditions set forth in a purchase agreement between the City and an underwriter, bank, financial institution or other purchaser (the "Purchaser") to be selected by the Mayor and the Controller, at such prices and on such terms as may be determined at the time of such sale and approved by the Mayor and the Controller. The Mayor and the Controller are hereby authorized to approve and execute a bond purchase agreement(the"Purchase Agreement")for the Bonds with the Purchaser, in a form and substance approved by such officers, such approval to be conclusively evidenced by the execution thereof. Such Purchase Agreement may set forth the definitive terms and conditions for such sale, but all such terms and conditions must be consistent with the terms and conditions of this Ordinance, including without limitation, the interest rate or rates on the Bonds which shall not exceed the maximum rate of interest for the Bonds authorized pursuant to this Ordinance. Prior to the delivery of each series of Bonds, the Controller is authorized to investigate, negotiate and obtain municipal bond insurance, other forms of credit enhancement, and/or credit ratings on the Bonds. The costs of obtaining any such municipal bond insurance, other credit enhancement, and/or credit ratings, together with bond counsel's fee in preparing and delivering such opinion and in the performance of related services in connection with the issuance, sale and delivery of the Bonds, shall be considered as a part of the cost of issuance of the Bonds of such series and shall be paid out of the proceeds of the sale of the Bonds of such series SECTION X. Financial Records and Accounts; Continuing Disclosure. (a) The City shall keep proper records and books of account, separate from all of its other records and accounts, in which complete and correct entries shall be made showing all revenues received on account of the operation of the waterworks and all disbursements made therefrom and all transactions relating to the waterworks. Copies of all such statements and reports shall be kept on file in the office of the Controller. b) If any series of Bonds are subject to the Rule, a Continuing Disclosure Undertaking Agreement ("Disclosure Agreement") for the Bonds is hereby authorized and approved by the Common Council,and the Mayor or Controller are hereby authorized and directed to complete, execute and attest the same on behalf of the City. Notwithstanding any other provisions of this Ordinance, failure of the City to comply with the Disclosure Agreement shall not be considered an event of default under the Bonds or this Ordinance. SECTION XI. Use of Proceeds and Costs of Issuance. Any accrued interest received shall be deposited into the Bond and Interest Account of the Waterworks Sinking Fund and used to pay interest on the Bonds. The remaining proceeds from the sale of the Bonds, to the extent not used to refund BANs, and BAN proceeds shall be deposited in a bank or banks which are legally designated depositories for the funds of the City, in a special account or accounts to be designated as"City of South Bend,Waterworks Construction Account"("Construction Account"). All funds deposited to the credit of the Waterworks Sinking Fund or the Construction Account shall be deposited, held, secured or invested in accordance with the laws of the State of Indiana relating to the depositing,holding,securing or investing of public funds,including particularly I.C. 5-13, I.C. § 5-1.2-1 through I.C. § 5-1.2-4, I.C. § 5-1.2-10, I.C. § 5-1.2-11, I.C. § 5-1.2-14 and/or I.C. § 5-1.2-14.5, as amended and supplemented. The funds in the Construction Account shall be expended only for the purpose of paying the cost of the Project, refunding the BANs, if issued, or as otherwise required by the Act or for the expenses of issuance of the Bonds. The cost of obtaining the legal services of Bond Counsel and the services of the Municipal Advisor shall be considered 19 - as a part of the cost of the Project on account of which the Bonds and BANs are issued. Any balance or balances remaining unexpended in such special account or accounts after completion of the Project which are not required to meet unpaid obligations incurred in connection with such Project shall either(1)be paid into the Waterworks Sinking Fund and used solely for the purposes of said Waterworks Sinking Fund or(2)be used for the same purpose or type of project for which the Bonds were originally issued, all in accordance with I.C. 5-1-13, as amended and supplemented. With respect to any BANs or Bonds sold to the Authority as part of its IFA Program, to the extent that(a) the total principal amount of the BANs or Bonds is not paid by the purchaser or drawn down by the City, or(b)proceeds remain in the Construction Account and are not applied to the Project (or any modifications or additions thereto approved by the Authority), the City shall reduce the principal amount of the remaining Bond maturities to effect such reduction in amounts which will still achieve the annual debt service as described in Section III(b) subject to and upon the terms set forth in the Financial Assistance Agreement. SECTION XII.Pledge of Net Revenues; Payment of Principal and Interest. The Bonds, and any bonds ranking on a parity therewith, including the Prior Bonds, as to principal, premium,if any,and interest,shall be payable solely from and are secured by an irrevocable pledge of and shall constitute a charge upon all the Net Revenues (as defined in the following sentence) of the works. The term "Net Revenues,"as used herein, shall be defined as the gross revenues of the works, including System Development Charges, after deduction only for the payment of the reasonable expenses of operation, repair and maintenance of the works, and which reasonable expenses of operation, repair and maintenance specifically do not include any rates or charges in lieu of taxes made and collected by the works and transferred to the City in accordance with the Act (the "PILOT Payment"). The City specifically subordinates its right to receive any PILOT Payment to the rights of the holders of the Bonds,and any Parity Bonds,including the Prior Bonds, to receive payment of the principal, premium, if any, and interest, payable on such bonds. PILOT Payments may be made only if all monthly deposits required by this Ordinance are current and held as of such dates in the Operation and Maintenance Fund and the Sinking Fund(each as defined herein). Other than PILOT Payments and normal and regular pro rata payments to the City for shared expenses charged by the City to its various departments, no moneys derived from the revenues of the works shall be transferred to the General Fund of the City or be used for any purpose not connected with the works. For purposes of this ordinance, "System Development Charges" shall mean the proceeds and balances from any non-recurring charges related to or associated with the waterworks of the City such as tap fees, subsequent connector fees, capacity or contribution fees, and other similar one-time charges that are available for deposit under this ordinance. SECTION XIII. Revenue Fund. There is hereby continued a fund of the utility created and designated in the Prior Ordinances as the Revenue Fund (the "Revenue Fund"). All income and revenues derived from the operation of the works (including System Development Charges) shall be paid into the Revenue Fund for application as described below. All monies deposited in the Revenue Fund may be invested in accordance with the provisions of I.C. § 5-13- 9, as amended, and other applicable laws. The Revenue Fund shall be maintained separate and apart from all other accounts of the City. No monies derived from the revenues of the System shall be transferred to the General Fund of the City, or be used for any purpose not connected with the Waterworks, including without limitation Pilot Payments, except as provided by Section XII hereof. 20 - SECTION XIV. Operation and Maintenance Fund. There is hereby continued a fund of the utility created and designated in the Prior Ordinances as the Operation and Maintenance Fund (the "Operation and Maintenance Fund") (also shown on the books of the utility as the Operating Fund). There shall be transferred from the Revenue Fund and credited to the Operation and Maintenance Fund, on the last day of each calendar month, a sufficient amount so that the balance in this Fund shall be sufficient to pay the expenses of operation, repair and maintenance for the then next succeeding two (2) calendar months. The moneys credited to this Fund shall be used for the payment of the reasonable and proper operation, repair and maintenance expenses of the works on a day-to-day basis, but none of the moneys in the Operation and Maintenance Fund shall be used for depreciation, replacements, improvements, extensions or additions or transfer of any PILOT Payment. Any balance in Operation and Maintenance Fund in excess of the expected expenses of operation, repair and maintenance for the next succeeding two calendar months may be transferred to the Sinking Fund if necessary to prevent a default in the payment of principal of or interest on the outstanding bonds of the works, including the Prior Bonds, the Bonds, and any Parity Bonds. SECTION XV.Sinking Fund. There is hereby continued a fund of the utility created and designated in the Prior Ordinances as the Sinking Fund (the "Sinking Fund"), to be used for the payment of the principal of and interest on bonds which by their terms are payable from the Net Revenues,and for the payment of any fiscal agency charges in connection with such payment. The Sinking Fund is divided into two accounts designated as the Bond and Interest Account and the Debt Service Reserve Account, which are pledged for the purposes set forth below. There shall be set aside and deposited in the Sinking Fund, as available, and as hereinafter provided, a sufficient amount of the Net Revenues to meet the requirements of the Bond and Interest Account also shown on the books of the utility as the Bond Sinking Fund)and of the Debt Service Reserve Account. Such payments shall continue until the balance in the Bond and Interest Account, plus the balance in the Debt Service Reserve Account, equals the amount needed to redeem all of the then outstanding bonds. If the Bonds are sold to the Authority as part of its IFA Program, or, the Bonds are not purchased by the Authority, than so long as the 2009A Bonds are outstanding, the Sinking Fund, containing the Principal and Interest Account and the Debt Service Reserve Account, and/or the Construction Account, may be held by a financial institution acceptable to the Authority as part of its IFA Program, pursuant to terms acceptable to the Authority. If the Sinking Fund and the accounts therein are held in trust, the City shall transfer the monthly required amounts of Net Revenues to the Principal and Interest Account and the Debt Service Reserve Account in accordance with this Section XV, and the financial institution holding such funds in trust shall be instructed to pay the required payments in accordance with the payment schedules for the City's outstanding bonds. The Mayor and Controller are hereby authorized to execute and deliver an agreement with a financial institution to reflect this trust arrangement for the Sinking Fund and/or the Construction Account. The financial institution selected to serve in this role may also serve as the Registrar and the Paying Agent for any outstanding bonds of the City. a) Principal and Interest Account. After making the credit to the Operation and Maintenance Fund,there shall be transferred, on the last day of each calendar month,from the Revenue Fund and credited to the Bond and Interest Account an amount equal to the sum of one- twelfth (1/12) of the principal and one-sixth (1/6) of the interest on all then outstanding bonds payable from Net Revenues on the next succeeding principal and interest payment dates, until the 21 - amount so credited shall equal the principal payable during the next succeeding twelve (12) calendar months and the interest payable during the next succeeding six (6) calendar months through January 1, 2033. After that an amount equal to the sum of one-sixth (1/6) of the principal and interest on all then outstanding bonds payable from Net Revenues on the next succeeding principal and interest payment dates, until the amount so credited shall equal the principal and interest payable during the next succeeding six (6) calendar months. There shall similarly be credited to the account any amount necessary to pay when due the bank fiscal agency charges for paying principal of and interest on the bonds as the same become payable. The City shall, from the sums deposited in the Sinking Fund and credited to the Bond and Interest Account, remit promptly to the bank fiscal agency sufficient moneys to pay the principal and interest on the due dates thereof together with the amount of bank fiscal agency charges. In no event shall any part of the Sinking Fund be used in calling Bonds for redemption prior to their respective maturities, except to the extent that the amount then in the Sinking Fund exceeds the amount required to pay the Bonds which will mature within a period of twelve (12) calendar months next following the date of such redemption, together with all interest on Bonds payable in such period. Any such excess of funds above such required level may also be used in purchasing outstanding bonds at a price less than the then-applicable redemption price, with the prior approval of the City. Monies in the Sinking Fund shall not be used for any other purpose whatsoever except as provided in this Ordinance. b) Debt Service Reserve Account. The 2009A Subaccount in the Debt Service Reserve Account established pursuant to the 2009 Ordinance for the 2009A Bonds (the "2009A Subaccount") is hereby continued. In the event the Bonds or any series thereof authorized hereunder (for purposes of this Section XV such Bonds or series thereof are referred to as the 2023 Bonds"and the term"Bonds"means the 2023 Bonds issued hereunder and all Parity Bonds) are sold to the Authority as part of its IFA Program,the 2009A Subaccount shall serve as a reserve subaccount also for the 2023 Bonds and any Parity Bonds hereafter issued by the City (and as such, the 2009A Bonds Subaccount shall hereinafter be known as the "Common Reserve Subaccount"). Upon the issuance of the 2023 Bonds, the City may deposit Bond proceeds, funds on hand, or a combination thereof into the Common Reserve Subaccount to satisfy the Reserve Requirement(as defined herein). The Debt Service Reserve Account(excluding any subaccounts established or continued for any of the Bonds (each, a "Subaccount", and collectively, the Subaccounts")) shall constitute the margin for safety and as protection against default in the payment of principal of and interest on the Bonds (as hereinafter defined) (excluding any Bonds for which a Subaccount was established or continued),and the moneys in the Debt Service Reserve Account (excluding any Subaccounts) shall be used to pay current principal and interest on the Bonds (excluding any Bonds for which a Subaccount was established or continued) to the extent that moneys in the Bond and Interest Account are insufficient for that purpose. The Common Reserve Subaccount shall constitute the margin for safety and as protection against default in the payment of principal of and interest on the 2023 Bonds, the 2009A Bonds, and any Parity Bonds hereafter issued by the City, and the moneys in such Common Reserve Subaccount shall be used to pay current principal and interest on the outstanding 2023 Bonds, the 2009A Bonds, or any Parity Bonds hereafter issued by the City to the extent that moneys in the Bond and Interest Account are insufficient for that purpose. 22 - c) No amounts in the Common Reserve Subaccount shall be available to pay any principal of or interest or redemption premium, if any, on any Bonds,except the 2023 Bonds, the 2009A Bonds and any Parity Bonds hereafter issued by the City. d) No amounts in the Debt Service Reserve Account shall be available to pay any principal of or interest or redemption premium, if any, on any of the 2023 Bonds, the 2009A Bonds and any Parity Bonds hereafter issued by the City, except that any amounts in the Common Reserve Subaccount of the Debt Service Reserve Account shall be available to pay the principal of or interest or redemption premium, if any,on the 2023 Bonds,the 2009A Bonds,and any Parity Bonds hereafter issued by the City. e) In this Ordinance the term "Parity Bonds"means any and all bonds ranking on a parity with the 2023 Bonds issued hereunder (including the Prior Bonds) which are (i) now outstanding or issued in the future by the City on a parity with the 2023 Bonds in accordance with the restrictions imposed by this Ordinance and (ii) payable from the Net Revenues of the Waterworks. f) In this Ordinance, the term "Reserve Requirement" for the Bonds excluding any Bonds for which a Subaccount was established) means the least of: (i) the maximum annual debt service on the Bonds (excluding any Bonds for which a Subaccount was established), (ii) 125% of the average annual debt service on the Bonds (excluding any Bonds for which a Subaccount was established), or (iii) 10% of the proceeds of the Bonds (excluding any Bonds for which a Subaccount was established); provided, however, that the "Reserve Requirement"for the Bonds(excluding any Bonds for which a Subaccount was established)which are sold to the Authority through the IFA Program means the maximum annual debt service on the Bonds, the Prior Bonds, and any Parity Bonds (excluding any Bonds for which a subaccount was established). In this Ordinance,the term"Reserve Requirement"for the 2023 Bonds of each series means the least of: (i) the maximum annual debt service on the 2023 Bonds of such series, (ii) 125% of the average annual debt service on the 2023 Bonds of such Series, or (iii) 10% of the proceeds of the 2023 Bonds of such series; provided, however, that the "Reserve Requirement" for the 2023 Bonds of each series which are sold to the Authority through the IFA Program means the maximum annual debt service on the 2023 Bonds of such series, the 2009A Bonds and any Parity Bonds hereafter issued by the City. g) Subject to Section XV(i) and Section XV(j) below, the City shall maintain in the Debt Service Reserve Account(excluding any Subaccounts)an amount equal to the Reserve Requirement for the Bonds (excluding any Bonds for which a Subaccount was established). Subject to Section XV(h)and Section XV(i)below,the City shall maintain in the Common Reserve Subaccount of the Debt Service Reserve Account for the 2023 Bonds or each series thereof an amount equal to the Reserve Requirement for the 2023 Bonds or such series thereof, the 2009A Bonds, and any Parity Bonds hereafter issued by the City. h) To the extent that the amount in the Debt Service Reserve Account excluding any Subaccounts) on the date of the issuance of the 2023 Bonds or any series thereof is less than the Reserve Requirement for the Bonds (excluding any Bonds for which a Subaccount was established), that portion of the shortfall which exists as of the date of issuance of the 2023 Bonds or such series thereof shall, at the election of the Mayor and Controller with the advice of the Municipal Advisor, be deposited into the Debt Service Reserve Account (excluding any 23 - Subaccounts) either (i) in a single payment, to be paid on the date of the issuance of the 2023 Bonds or such series thereof, or (ii) in equal monthly installments, over a period not to exceed sixty(60) months after the date of issuance of the 2023 Bonds or such series thereof,with the first installment due and payable on the date of the issuance of the 2023 Bonds or such series thereof, and the remaining installments payable on the last day of each calendar month, commencing on the last day of the month in which the 2023 Bonds or such series thereof are issued. To the extent that the amount on deposit in the Common Reserve Subaccount of the Debt Service Reserve Account on the date of issuance of the 2023 Bonds or any series thereof is equal to less than the Reserve Requirement for the Series 2023 Bonds or any series thereof, that portion of the shortfall which exists as of the date of issuance of the 2023 Bonds or such series thereof shall,at the election of the Mayor and Controller with the advice of the Municipal Advisor, be deposited into such Common Reserve Subaccount either(i) in a single payment, to be paid on the date of the issuance of the 2023 Bonds or such series thereof, or (ii) in equal monthly installments, over a period not to exceed sixty (60) months after the date of issuance of the 2023 Bonds or such series thereof, with the first installment due and payable on the date of the issuance of the 2023 Bonds or such series thereof, and the remaining installments payable on the last day of each calendar month, commencing on the last day of the month in which the 2023 Bonds or such series thereof are issued. i) To the extent that Parity Bonds are issued subsequent to the issuance of the 2023 Bonds or any series thereof,the additional amounts, if any,which are required to be paid into the Common Reserve Subaccount to satisfy the Reserve Requirement as a result of the issuance of such Parity Bonds shall, at the election of the Mayor and Controller with the advice of the Municipal Advisor, be deposited into the Debt Service Reserve Account either (i) in a single payment, to be paid on the date of the issuance of such Parity Bonds, or (ii) in equal monthly installments,over a period not to exceed sixty(60)months after the date of issuance of such Parity Bonds,with the first installment due and payable on the date of the issuance of such Parity Bonds, and the remaining installments payable on the last day of each calendar month, commencing on the last day of the month in which such Parity Bonds are issued. j) Subject to Section XV(h) and Section XV(i) above, any deficiency in the balance maintained in the Debt Service Reserve Account (excluding any Subaccounts) or any Subaccounts shall be promptly made up from the next available Net Revenues after credits into the Bond and Interest Account, on a pro rata basis, calculated by reference to the amount of the deficiency in the Debt Service Revenue Account (excluding any Subaccounts) and each Subaccount. Any moneys in the Debt Service Reserve Account (excluding any Subaccount) in excess of the Reserve Requirement for the Bonds (excluding any Bonds for which a Subaccount was established) and any moneys in the Common Reserve Subaccount for the 2023 Bonds or any series thereof, the 2009A Bonds and any Parity Bonds hereafter issued by the City, may be used for the prepayment of installments of principal, together with interest due thereon, on the then outstanding Bonds which are then callable or prepayable,or for the purchase of outstanding Bonds or installments of principal of and interest on the Bonds at a price not exceeding par and accrued interest, or may be transferred to the Improvement Fund. k) As an alternative to holding cash funds in the Debt Service Reserve Account or any Subaccount, the City, with the advice of the Municipal Advisor and nationally recognized bond counsel, may satisfy all or any part of its obligation to maintain any amount in the Debt Service Reserve Account or such Subaccount by depositing a Credit Facility (as defined in the 24 - next sentence)therein(which,for any 2023 Bonds sold to the Authority through the IFA Program, will require the written consent of the Authority to the deposit of any such Credit Facility), provided that such deposit does not adversely affect any then existing rating on the Bonds. A Credit Facility" is hereby defined as a letter of credit, liquidity facility, insurance policy or comparable instrument furnished by a bank, insurance company, financial institution or other entity pursuant to a reimbursement agreement or similar instrument between such entity and the City. To the extent that any Bonds are insured, and the Credit Facility is not being provided by the insurer of such Bonds, such insurance policy shall be subject to the insurer's prior written consent. I) In the event a draw is made against the Credit Facility in the Debt Service Reserve Account or any Subaccount, the City shall repay the amount of the draw and related expenses incurred by the issuer(s)of the Credit Facility(the"Credit Facility Issuer")together with interest thereon at the rate specified in the Credit Facility and/or the related Credit Facility Agreement(as defined below). The repayment of the draw amount, related expenses and accrued interest (the "Credit Facility Costs") shall be paid from the funds that would have been set aside above to replenish the Debt Service Reserve Account or such Subaccount, respectively. Repayment of the Credit Facility Costs shall commence in the first month following each draw, in an amount equal to no less than one twelfth (1/12)of the aggregate Credit Facility Costs related to such draw("Monthly Installments").Each Monthly Installment shall be deposited by the City into the Debt Service Reserve Account or such Subaccount, respectively, and then payments shall be made from the Debt Service Reserve Account or such Subaccount, respectively, to pay Credit Facility Costs. m) If and to the extent cash has been deposited to the Debt Service Reserve Account or any Subaccount(other than Monthly Installments to pay Credit Facility Costs),all such cash(or permitted investments)shall be used prior to any drawing under the Credit Facility therein, and repayment of any Credit Facility Costs shall be made prior to replenishment of any such cash amounts. n) If, in addition to the Credit Facility in the Debt Service Reserve Account or any Subaccount, any other reserve account substitute instrument ("Additional Credit Facility") is provided, drawings under the Credit Facility and any such Additional Credit Facility, and repayment of Credit Facility Costs and reimbursement of amounts due under the Additional Credit Facility, shall be made on a pro-rata basis (calculated by reference to the maximum amounts available thereunder) after applying all available cash therein and prior to replenishment of any such cash draws, respectively. o) The City acknowledges that: (i) at the time that the 2009A Bonds were issued, the City, pursuant to the 2009 Ordinance, continued within the Debt Service Reserve Account a subaccount for the 2009A Bonds (the "2009A Subaccount"); (ii) except as modified hereby in the event the 2023 Bonds are sold to the Authority through the IFA Program,such 2009A Subaccount constitutes the margin for safety and as protection against default in the payment of principal of and interest on the 2009A Bonds;(iii)except as modified hereby in the event the 2023 Bonds are sold to the Authority through the IFA Program, the moneys in such 2009A Subaccount shall be used to pay current principal and interest on the 2009A Bonds, to the extent that moneys in the Bond and Interest Account are insufficient for that purpose; (iv); the 2009A Bonds were sold to the Authority pursuant to its IFA Program and, pursuant to the 2009 Ordinance, the 25 - Reserve Requirement" for the 2009A Bonds for which the 2009A Subaccount was established means the maximum annual debt service on the 2009A Bonds; and (v) each of the provisions in the 2009A Ordinance pertaining to the 2009A Subaccount remain in full force and effect. SECTION XVI. Improvement Fund. After meeting the requirements of the Operation and Maintenance Fund and the Sinking Fund, any excess revenues may be transferred from the Revenue Fund and credited to the special utility fund hereby continued which was created and designated in the Prior Ordinances as the "Waterworks Improvement Fund" (the Improvement Fund") (also shown on the books of the utility as the Depreciation Fund), and said Fund shall be used for improvements, replacements, additions and extensions of the works and transfer of any PILOT Payment; provided however, such PILOT Payment shall be in accordance with the Act. Moneys in the Improvement Fund shall be transferred to the Sinking Fund if necessary to prevent a default in the payment of principal of and interest on the then outstanding bonds or, if necessary, to eliminate any deficiencies in credits to or minimum balance in the Debt Service Reserve Account of the Sinking Fund, or may be transferred to the Operation and Maintenance Fund to meet unforeseen contingencies in the operation and maintenance of the works. SECTION XVII. Investment of Funds. The Revenue Fund and the Sinking Fund each shall be deposited in and maintained as a separate bank account or accounts from all other bank accounts of the City. The Operation and Maintenance Fund and the Improvement Fund may be maintained in a single bank account or accounts, but such bank account or accounts shall likewise be maintained separate and apart from the Revenue Fund and the Sinking Fund and all other bank accounts of the City (including without limitation any Funds and accounts relative to any other utility of the City beyond the System). All moneys deposited in the bank accounts shall be deposited, held and secured as public funds in accordance with the public depository laws of the State of Indiana;provided,that moneys therein may be invested in obligations in accordance with the applicable laws, including the provisions of I.C. § 5-13-9, I.C. § 5-1.2-1 through I.C. § 5-1.2- 4, I.C. § 5-1.2-10, I.C. § 5-1.2-11, I.C. § 5-1.2-14 and/or I.C. § 5-1.2-14.5 (as applicable), as each are amended or supplemented, and in the event of such investment, the income therefrom shall become a part of the funds invested and shall be used only as provided in this Ordinance. In no event shall any of the revenues of the Waterworks be transferred or used for any purpose not authorized by this Ordinance so long as any of the bonds of the Waterworks issued pursuant to the provisions of this Ordinance shall be outstanding. Investment income earned on monies in the funds and accounts established by this Ordinance shall become a part of the funds and accounts invested and shall be used only as provided in this Ordinance. Nothing in this Section or elsewhere in this Ordinance shall be construed to require that separate bank accounts be established and maintained for the Funds and Accounts continued and/or created by this Ordinance except that(a) the Sinking Fund and Construction Fund shall be maintained as a separate bank account from the other Funds and Accounts of the Waterworks and (b) the other Funds and Accounts of the Waterworks shall be maintained as a separate bank account from the other funds and accounts of the City (including without limitation any Funds and accounts relative to any other utility of the City beyond the System). SECTION XVIII. Financial Records and Accounts. The City shall keep proper records and books of account, separate from all of its other records and accounts, in which complete and correct entries shall be made showing all revenues received on account of the operation of the utility and all disbursements made therefrom and all transactions relating to the utility. The City 26 - shall maintain on file the audited financial statements of the utility prepared by the State Board of Accounts. There shall be furnished, upon written request, to any owner of the Bonds, the most recent copy of the audited financial statements of the utility prepared by the State Board of Accounts. Copies of all such statements and reports shall be kept on file in the office of the Controller. If any BANs or Bonds are sold to the Authority as part of its IFA Program, the City shall establish and maintain the books and other financial records of the Project (including the establishment of a separate account or subaccount for the Project) and the waterworks in accordance with (i) generally accepted governmental accounting standards for utilities, on an accrued basis, as promulgated by the Government Accounting Standards Board and (ii) the rules, regulations and guidance of the State Board of Accounts. SECTION XIX. Rate Covenant. The City, by and through the Board and to the fullest extent permitted by law, shall establish, fix, maintain and collect reasonable and just rates and charges for the use of and the services rendered by the works so that such rates and charges shall produce revenues at least sufficient in each year to (a) pay all the legal and other necessary expenses incident to the operation of the works, including maintenance costs, operating charges, upkeep, repairs, and interest charges on bonds or other obligations, including leases; (b)provide a sinking fund for the liquidation of bonds or other obligations, including leases; (c)provide a debt service reserve on bonds or other obligations, including leases, as required by the terms of such obligations;(d)prove adequate money for working capital;(e)provide adequate money for making extensions and replacements; and (f) provide money for the payment of any taxes that may be assessed against the works. So long as any of the Bonds are outstanding,none of the facilities and services afforded by the works shall be furnished without a reasonable and just charge being made therefor. SECTION XX.Defeasance. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal, premium, if any, and the interest so due and payable upon such Bonds or any portion thereof then outstanding shall be paid,or(i)cash,(ii) direct non-callable obligations of(including obligations issued or held in book-entry form on the books of) the U.S. Department of the Treasury, the principal of and the interest on which when due without reinvestment will provide sufficient money, or(iii)any combination of the foregoing, shall be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees and expenses for the payment, then and in that case the Bonds or such designated portion thereof shall no longer be deemed outstanding or secured by this Ordinance or entitled to the pledge of the Net Revenues. SECTION XXI. Additional Bonds. The City reserves the right to authorize and issue additional BANs at any time ranking on parity with the BANs. The City also reserves the right to issue additional bonds payable out of the Net Revenues ranking on a parity with the Bonds for the purpose of financing the cost of future additions,extensions and improvements to the works, or to provide for a complete or partial refunding of obligations, subject to the following conditions precedent: a) The interest on and principal of all bonds payable from the Net Revenues shall have been paid to date in accordance with the terms thereof, and all required payments into the Sinking Fund required by this Ordinance shall have been made. The Common Reserve 27- Subaccount shall serve as the reserve for the Parity Bonds, and the Reserve Requirement shall be satisfied for the Parity Bonds either at the time of delivery of the Parity Bonds or over a five-year or shorter period, in a manner which is commensurate with the requirements established in Section XV(i)of this Ordinance. b) The Net Revenues in the fiscal year immediately preceding (or the fiscal year prior to the immediately preceding fiscal year if the additional Parity Bonds close within 90 days of the end of the calendar year) the issuance of any such bonds ranking on a parity with the Bonds shall be not less than one hundred twenty-five percent (125%) of the maximum annual principal and interest requirements of the then outstanding bonds (including the Bonds and the Prior Bonds) and the Parity Bonds proposed to be issued; or, prior to the issuance of the Parity Bonds, the water rates and charges shall be increased sufficiently so that the increased rates and charges applied to the previous fiscal year's operations(or the fiscal year prior to the immediately preceding fiscal year if the additional Parity Bonds closed within 90 days of the end of the calendar year) would have produced Net Revenues for the year equal to not less than one hundred twenty- five percent (125%) of the maximum annual principal and interest requirements of the then outstanding bonds and the Parity Bonds proposed to be issued. For purposes of this subsection, the records of the works shall be analyzed and all showings shall be prepared by an independent certified public accountant employed by the City for that purpose. In addition, for purposes of this subsection, with respect to any Parity Bonds hereafter issued while the Bonds remain outstanding and owned by the Authority as part of its IFA Program, Net Revenues may not include any revenues from the System Development Charges unless the Authority provides its consent to include all or some portion of the System Development Charges as part of the Net Revenues or otherwise consents to the issuance of such Parity Bonds without satisfying this subsection (b). c) To the extent required by law, the issuance of the proposed Parity Bonds and any necessary increase in water rates and charges shall have been approved by the Indiana Utility Regulatory Commission, or any successor body vested by law with authority to approve bonds and water rates and charges of municipal waterworks. d) The principal of,or mandatory sinking fund redemption dates for said Parity Bonds shall be payable annually on January 1 through January 1, 2033, and on January 1 on July 1 thereafter, and the interest shall be payable semi-annually on January 1 and July 1 during the periods such principal and interest are payable while the Bonds and Prior Bonds are outstanding. e) So long as the 2009A Bonds or if the Bonds or any other Parity Bonds are sold to the Authority through the IFA Program remain then outstanding, (i) the City shall obtain the consent of the Authority to the issuance of the proposed Parity Bonds; (ii)each of the City and the Common Council shall have faithfully performed and is in compliance with each of its obligations, agreements, and covenants contained in the Financial Assistance Agreement and this Ordinance; and (iii)the City is in compliance with its System permits, except for noncompliance, the elimination of which is a purpose for which the Parity Bonds, including any refunding bonds, are issued, so long as such issuance constitutes part of an overall plan to eliminate such noncompliance. SECTION XXII. Further Covenants of the City. For the purpose of further safeguarding the interests of the owners of the Bonds and BANs, it is hereby specifically provided as follows: 28 - a) All contracts let by the City in connection with the construction of the Project shall be let after due advertisement as required by the laws of the State of Indiana, and all contractors shall be required to furnish surety bonds in an amount equal to 100%of the amount of such contracts, to insure the completion of said contracts in accordance with their terms, and such contractors shall also be required to carry such employers' liability and public liability insurance as is required under the laws of the State of Indiana in the case of public contracts, and shall be governed in all respects by the laws of the State of Indiana relating to public contracts. b) The Project shall be constructed under plans and specifications approved by a competent engineer designated by the City. All estimates for work done or material furnished shall first be checked by the engineer and approved by the City. c) The City, through the Board, shall at all times maintain the works in good condition, and operate the same in an efficient manner and at a reasonable cost. d) So long as any of the Bonds or BANs are outstanding,the City,through the Board, shall acquire and maintain insurance coverage, acceptable to the Authority as part of the IFA Program, on the insurable parts of the Waterworks, of a kind and in an amount such as would normally be carried by private entities engaged in a similar type of business. All insurance shall be placed with responsible insurance companies qualified to do business under the laws of the State of Indiana. As an alternative to maintaining such insurance, the City may maintain a self- insurance program with catastrophic or similar coverage so long as such program meets the requirements of any applicable laws or regulations and is maintained in a manner consistent with programs maintained by similarly situated municipalities. Insurance proceeds or self-insurance proceeds shall be used in replacing or repairing the Waterworks or, unless the Authority shall consent to a different use of such proceeds or awards if the 2009A Bonds remain outstanding or any of the Bonds are sold to or are owned by the Authority as part of its IFA Program, or, if no bonds are sold to or are owned by the Authority as part of its IFA Program and such proceeds or awards or if not used for that purpose, shall be treated and applied as Net Revenues. e) So long as any of the Bonds or BANs are outstanding, the City shall not mortgage,pledge or otherwise encumber the works, or any part thereof,and shall not sell, lease or otherwise dispose of any part of the same, excepting only such machinery, equipment or other property as may be replaced,or shall no longer be necessary for use in connection with said utility; provided, the foregoing restrictions shall not apply to the extent approved otherwise in writing by the owners of all Bonds or BANs then outstanding, including the Authority if the Series 2009A Bonds are then outstanding or if any of the Bonds or Parity Bonds are sold to the Authority as part of its IFA Program, and the City receives an opinion of nationally recognized bond counsel to the effect that the transaction will not cause the interest on the Bonds or BANs to be included in gross income for federal income tax purposes. f) Except as otherwise specifically provided in Section XXI of this Ordinance and in the Prior Ordinances,so long as any of the BANs or the Bonds are outstanding,no additional bonds or other obligations pledging any portion of the revenues of the works shall be issued by the City, except such as shall be made junior and subordinate in all respects to the Bonds, unless all of the BANs and Bonds are defeased, redeemed or retired coincidentally with the delivery of such additional bonds or other obligations. Such subordinate obligations shall be subject to the provisions of Section XXI(d). 29- g) If any Bonds are sold to the Authority as part of its IFA Program or for so long as the 2009A Bonds remain outstanding and owned by the Authority and,except as otherwise specifically provided in Section XXI hereof, the City shall not without the prior written consent of the Authority (i) enter into any lease, contract or agreement or incur any other liabilities in connection with the Waterworks other than for normal operating expenditures or (ii) borrow any money (including without limitation any loan from other utilities operated by the City) in connection with the Waterworks. h) The provisions of this Ordinance shall constitute a contract by and between the City and the owners of the BANs and the Bonds, all the terms of which shall be enforceable by any such owner by any and all appropriate proceedings in law or in equity. After the issuance of the BANs or the Bonds and so long as any of the principal thereof or interest or premium, if any, thereon remains unpaid, except as expressly provided herein, this Ordinance shall not be repealed,amended,or modified in any respect which, in the determination of the Common Council in its sole discretion, will materially and adversely affect the rights of such owners, nor shall the Common Council or any other body of the City adopt any law, ordinance or resolution which, in the determination of the Common Council in its sole discretion, in any way materially and adversely affects the rights of such owners. Notwithstanding the foregoing, if any of the BANs or the Bonds are sold to and owned by the Authority as part of its IFA Program, and for so long as the 2009A Bonds remain outstanding and owned by the Authority, the City shall obtain the prior written consent of the Authority. i) The provisions of this Ordinance shall be construed to create a trust in the proceeds of the sale of the BANs and the Bonds for the uses and purposes herein set forth, and the owners of the Bonds shall retain a lien on such proceeds until the same are applied in accordance with the provisions of this Ordinance and the Act. The provisions of this Ordinance shall also be construed to create a trust in the Net Revenues herein directed to be set apart and paid into the Sinking Fund for the uses and purposes of that Fund as set forth in this Ordinance. The owners of the BANs and the Bonds shall have all the rights, remedies and privileges set forth in the Act, including the right to have a receiver appointed to administer the System, in the event of default in the payment of the principal of or interest on any of the Bonds. Upon the appointment of such receiver, the receiver may: (i) charge and collect rates sufficient to provide for the payment of the expenses of the operation, repair and maintenance of the System and debt service as provided in the next following clause; (ii) pay the interest on the BANs or the principal of, premium, if any, and interest on any bonds payable from Net Revenues; and (iii) apply the revenues of the System in conformity with the Act and this Ordinance. In addition,any owner of the BANs and the Bonds may,by civil action,protect and enforce rights granted by the Act or under this Ordinance in connection with any action or duty to be performed by the City,the Common Council,or any Officer of the City, including the making and collecting of reasonable and sufficient charges and rates for services provided by the System as described in this Ordinance. j) For purpose of this Section, the term "lease" shall include any lease, contract, or other instrument conferring a right upon the City to use property in exchange for a periodic payments made from the revenues of the Waterworks, whether the City intends to cause such to be, or by its terms (or its intended effects) is to be, (i) payable as rent, (ii) booked as an expense or an expenditure, or (iii) classified for accounting or other purposes as a capital lease, 30 - financing lease, operating lease, non-appropriation leases, installment purchase agreement or lease, or otherwise (including any combination thereof). SECTION XXIII. Amendments With Consent of Bondholders. Subject to the terms and provisions contained in this section and Sections XXII and XXIV,the owners of not less than a majority in aggregate principal amount of the Bonds and then outstanding shall have the right, from time to time, to consent to and approve the adoption by the Common Council of such ordinance or ordinances supplemental hereto, as shall be deemed necessary or desirable by the City for the purpose of amending in any particular any of the terms or provisions contained in this Ordinance, or in any supplemental Ordinance; provided, however, that if the BANs or the Bonds are sold to the Authority, the City shall obtain the prior written consent of the Authority; and provided, further nothing herein contained shall permit or be construed as permitting: a) An extension of the maturity of the principal of or interest or premium, if any,on any BAN or Bond or an advancement of the earliest redemption date on any BAN or Bond, without the consent of the holder of each BAN or Bond so affected; or b) A reduction in the principal amount of any BAN or Bond, the redemption premium, the Reserve Requirement therefor or the rate of interest thereon, or a change in the monetary medium in which such amounts are payable, without the consent of the holder of each BAN or Bond so affected; or c) The creation of a lien upon or a pledge of the Net Revenues ranking prior to the pledge thereof created by this Ordinance, without the consent of the holders of all Bonds then outstanding; or d) A preference or priority of any BAN or BANs over any other BAN or BANs or of any Bond over any other Bond, without the consent of the holders of all Bonds then outstanding; or e) A reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance, without the consent of the holders of all Bonds then outstanding. If the City shall desire to obtain any such consent, it shall cause the Registrar to mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall state that a copy thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of its failure to mail such notice,and any such failure shall not affect the validity of such supplemental ordinance when consented to and approved as herein provided. Whenever at any time within one year after the date of the mailing of such notice, the City shall receive any instrument or instruments purporting to be executed by the owners of the Bonds of not less than a majority in aggregate principal amount of the Bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Registrar, thereupon, but not otherwise, the City may adopt such supplemental ordinance in substantially such form, without 31 - liability or responsibility to any owners of the Bonds, whether or not such owners shall have consented thereto. No owner of any Bond shall have any right to object to the adoption of such supplemental ordinance or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Common Council from adopting the same, or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be, and shall be deemed, modified and amended in accordance therewith,and the respective rights,duties and obligations under this Ordinance of the City and all owners of Bonds then outstanding shall thereafter be determined, exercised and enforced in accordance with this Ordinance, subject in all respects to such modifications and amendments. Notwithstanding anything contained in the foregoing provisions of this Ordinance, the rights and obligations of the City and of the owners of the Bonds, and the terms and provisions of the Bonds and this Ordinance,or any supplemental ordinance,may be modified or amended in any respect with the consent of the City and the consent of the owners of all the Bonds then outstanding. SECTION XXIV. Amendments Without Consent of Bondholders. The Common Council may, from time to time and at any time,and without notice to or consent of the owners of the Bonds, adopt such ordinances supplemental hereto (which supplemental ordinances shall thereafter form a part hereof) provided, however, that if the BANs or Bonds are sold to the Authority, the City shall obtain the prior written consent of the Authority before adopting any ordinance or ordinances supplemental hereto: a) To cure any ambiguity or formal defect or omission in this Ordinance or in any supplemental ordinance; b) To grant to or confer upon the owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the owners of the Bonds; c) To procure a rating on the Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such supplemental ordinance, in the determination of the Common Council in its sole discretion, will not materially and adversely affect the owners of the Bonds; d) To obtain or maintain bond insurance with respect to the Bonds; e) To provide for the refunding or advance refunding of the Bonds; f) To provide for the issuance of additional bonds as provided in Section XXI hereof; g) To provide for the sale of Bonds to the Authority as described in Section XXVII hereof;or h) To make any other change which, in the determination of the Common Council in its sole discretion, is not to the material prejudice of the owners of the Bonds. 32 - SECTION XXV. Tax Matters. This section only applies to any series of Bonds or BANs issued on a tax-exempt basis for federal income tax purposes. In order to preserve the exclusion of interest on the Bonds and BANs from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the City represents, covenants and agrees that: a) No person or entity, other than the City or another state or local governmental unit, will use proceeds of the Bonds or BANs or property financed by the Bond or BAN proceeds other than as a member of the general public. No person or entity other than the City or another state or local governmental unit will own property financed by Bond or BAN proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract,an arrangement such as take-or-pay or output contract,or any other type of arrangement that differentiates that person's or entity's use of such property from the use by the public at large. b) No Bond or BAN proceeds will be loaned to any entity or person other than a state or local governmental unit. No Bond or BAN proceeds will be transferred, directly or indirectly, or deemed transferred to a non-governmental person in any manner that would in substance constitute a loan of the Bond or BAN proceeds. c) The City will not take any action or fail to take any action with respect to the Bonds or BANs that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the Bonds or BANs pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder as applicable to the Bonds or BANs, including, without limitation, the taking of such action as is necessary to rebate or cause to be rebated arbitrage profits on Bond or BAN proceeds or other monies treated as Bond or BAN proceeds to the federal government as provided in Section 148 of the Code, and will set aside such monies, which may be paid from investment income on funds and accounts notwithstanding anything else to the contrary herein, in trust for such purposes. d) The City will file an information report on Form 8038-G with the Internal Revenue Service as required by Section 149 of the Code with respect to each series of Bonds or BANs issued. e) The City will not make any investment or do any other act or thing during the period that any Bond or BAN is outstanding hereunder which would cause any Bond or BAN to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as applicable to the Bonds or BANs. Notwithstanding any other provisions of this Ordinance, the foregoing covenants and authorizations(the"Tax Sections")which are designed to preserve the exclusion of interest on the Bonds or BANs from gross income under federal law(the"Tax Exemption")need not be complied with to the extent the City receives an opinion of nationally recognized bond counsel that compliance with such Tax Section is unnecessary to preserve the Tax Exemption. SECTION XXVI. Issuance of BANs. (a) The City, having satisfied all the statutory requirements for the issuance of its Bonds,may elect to issue its BAN or BANs pursuant to a Bond Anticipation Note Purchase Agreement("Bond Anticipation Note Agreement")to be entered into between the City and the purchaser of the BAN or BANs. The Common Council hereby authorizes 33 - the issuance and execution of the BAN or BANs in lieu of initially issuing the Bonds to provide interim financing for the Project until permanent financing becomes available. It shall not be necessary for the City to repeat the procedures for the issuance of its Bonds, as the procedures followed before the issuance of the BAN or BANs are for all purposes sufficient to authorize the issuance of the Bonds and the use of the proceeds to repay the BAN or BANs. b) The Mayor and the Controller are hereby authorized and directed to execute a Bond Anticipation Note Agreement(and any amendments made from time to time) in such form or substance as they shall approve acting upon the advice of counsel. If the BANs are sold to the Authority through the IFA Program, the Financial Assistance Agreement shall serve as the Bond Anticipation Note Agreement. The Mayor and the Controller may also take such other actions or deliver such other certificates as are necessary or desirable in connection with the issuance of the BANs or the Bonds and the other documents needed for the financing as they deem necessary or desirable in connection therewith. SECTION XXVII. Rate Ordinance. The rates and charges of the works are set forth or described in Ordinance No. 10797-21 adopted by the Common Council on August 10,2021. Such ordinance is hereby incorporated by reference as if set forth in full at this place, two copies of which are on file and available for public inspection in the office of the City Clerk pursuant to I.C. 36-1-5-4. SECTION XXVIII. Non-Business Days. If the date of making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a day on which banking institutions in the City or the jurisdiction in which the Registrar or Paying Agent is located are typically closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are typically closed, with the same force and effect as if done on the nominal date provided in this Ordinance,and no interest shall accrue for the period after such nominal date. SECTION XXIX. No Conflict. The Common Council hereby finds and determines that the adoption of this Ordinance and the issuance of the Bonds are in compliance with the Prior Ordinances. The Prior Ordinances shall remain in full force and effect. All ordinances and resolutions and parts thereof in conflict herewith, except the Prior Ordinances, are to the extent of such conflict hereby repealed. None of the provisions of this Ordinance shall be construed to adversely affect the rights of the owners of the Parity Bonds presently outstanding. SECTION XXX. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION XXXI. Interpretation. Unless the context or laws clearly require otherwise, references herein to statutes or other laws include the same as modified, supplemented or superseded from time to time. SECTION XXXII. Effectiveness. This Ordinance shall be in full force and effect from and after its passage and compliance with the procedures required by law. 34 - SECTION XXXIII. Credit Facility. The Mayor and the Controller,on behalf of the City, are hereby authorized to obtain a Credit Facility or Additional Credit Facility as set forth in Section XV herein. The Mayor and the Controller, on behalf of the City, are also authorized to enter into an agreement with the Credit Facility Issuer for either the Credit Facility or Additional Credit Facility (the "Credit Facility Agreement") and negotiate the terms of the Credit Facility Agreement,with the advice of the City's financial advisor and nationally recognized bond counsel. The Mayor and the Controller, on behalf of the City, are also authorized to execute any and all other documents required to obtain the Credit Facility. The City hereby agrees that:If the waterworks fails to pay any Credit Facility Costs in accordance with the requirements set forth above, the Credit Facility Issuer shall be entitled to exercise any and all remedies available at law or under the authorized documents other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect the owners of the Bonds. b) This Ordinance shall not be discharged and the Bonds defeased until all Credit Facility Costs owing to the Credit Facility Issuer shall have been paid in full. c) The Credit Facility Issuer is granted a security interest(subordinate to that of the owners of the Bonds) in all revenues and collateral pledged as security for the Bonds, for the repayment of the Credit Facility Costs. d) No additional bonds payable from the Net Revenues will be issued without the Credit Facility Issuer's prior written consent as long as Credit Facility Costs are past due and still owing to the Credit Facility Issuer. e) This Ordinance shall not be modified or amended, except as provided in Section XXIV herein,without the prior written consent of the Credit Facility Issuer. The Credit Facility Issuer shall be provided with written notice of the resignation or removal of the Registrar and Paying Agent and the appointment of a successor thereto and of the issuance of additional indebtedness of the City's waterworks at such address as may be specified, from time to time, by the Credit Facility Issuer. SECTION XXXIV. Payment on Bonds in the Event of Default. In the event available moneys are insufficient to pay debt service on the Bonds and any Parity Bonds when due,available moneys shall be applied,after payment of all costs and expenses associated therewith,to the Bonds and any Parity Bonds as follows: to the payment to the persons entitled thereto of all unpaid installments of interest then due on, and the unpaid principal of, the Bonds and any Parity Bonds, including interest on any past due principal of any Bond or Parity Bond at the rate borne by such Bond or Parity Bond, in the order of the maturity of the installments of such interest and the due dates of such principal and, if the amount available shall not be sufficient to pay in full any particular installment of interest or maturity of principal, then to such payment ratably, according to the amounts so due, to the persons entitled thereto, without any discrimination or privilege or any preference of or priority of interest over principal or principal over interest. During the continuance of any default in the payment of either principal of or interest or premium on any Bonds or Parity Bonds,no payment shall be made with respect to any subordinate obligations issued pursuant to Section XXII(f). Moneys available for payment to holders of such subordinate obligations shall, in the event of an insufficient amount being available to pay all debt 35 - service with respect to the subordinate obligations when due, be applied to the subordinate obligations in accordance with the sequence and other terms set forth above with respect to payments regarding Bonds and Parity Bonds unless otherwise provided in the ordinance authorizing the subordinate obligations. SECTION XXXV. Actions and Agreements. Each of the Mayor, the Controller, the Clerk, and any other officer or employee of the City is hereby authorized and directed to execute any instruments or agreements or take any other actions necessary or desirable to effect the transactions contemplated by this Ordinance, such necessity or desirability to be conclusively evidenced by the execution of such instruments or agreements or the taking of such action. 36- Effective Date. This Ordinance shall be in full force and effect from and after its passage by the Common Council,approval by the Mayor, and the execution of any procedures required by applicable law. Sharon McBride, Council President South Bend Common Council Attest: Dawn M. Jones, MPA, 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, MPA, 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, Indiana 37- EXHIBIT A Description of City of South Bend Water Utilities Projects(2023) The Project consists of the design, acquisition, construction, installation and equipping of various improvements to the City's waterworks, including without limitation any or all of the following and related improvements: (i) treatment plant improvements to any or all of the following: Carriage Hills Well Field, Cleveland North Well Field, Cleveland South Well Field, Edison Filtration Plant, Erskine Well Field, North Station Filtration Plant, Olive GAC Plant, Pinhook Filtration Plant and South GAC Plant and (ii) distribution system improvements to any or all of the following: Fellows Reservoir and Booster Station, Ireland Tank and Booster Station, Locust Booster Station, SR 23 Booster Station, Topsfield Booster Station, Winterberry Booster Station,Northwest Elevated Tank, South Wellfield Distribution Main, Lathrop Distribution Main Portage to Bendix, 30th Main Replacement(RR Crossing), Green Lawn Main Replacement(RR Crossing), Douglas Water Main, and various Water Main Extensions/Replacements. The Project also includes replacement of lead service lines in portions of the City. A-1 EXHIBIT B Form of Financial Assistance Agreement STATE OF INDIANA DRINKING WATER REVOLVING LOAN PROGRAM FINANCIAL ASSISTANCE AGREEMENT dated as of this [ day of 20 1 by and between the Indiana Finance Authority(the"Finance Authority"),a body politic and corporate, not a state agency but an independent instrumentality of the State of Indiana (the State")and the City of South Bend, Indiana(the"Participant"), a political subdivision as defined in I.C. 5-1.2-2-57, operating its water utility under I.C. 8-1.5, witnesseth: WHEREAS, the State's Drinking Water Revolving Loan Program (the "Drinking Water SRF Program") has been established in accordance with the federal Safe Drinking Water Act and any regulations promulgated thereunder, and pursuant to I.C. 5-1.2-10 (the "Drinking Water SRF Act"),which Drinking Water SRF Act also establishes the drinking water revolving loan fund(the Drinking Water SRF Fund"); and WHEREAS,pursuant to the Drinking Water SRF Act,the State was authorized to fund the Drinking Water SRF Program with federal capitalization grants, together with required state matching funds therefor, and to operate the Drinking Water SRF Program, and prior to May 15, 2005 so funded and operated the Drinking Water SRF Program; and WHEREAS, pursuant to Public Law 235 - 2005, by operation of law and effective May 15, 2005, the Finance Authority has become the successor to the State in all matters related to the Drinking Water SRF Program (including use and acceptance of federal capitalization grants and required state matching funds and operation of the Drinking Water SRF Program); and WHEREAS, the Participant is a duly existing political subdivision of the State, lawfully empowered to undertake all transactions and execute all documents mentioned or contemplated herein; and WHEREAS,the Participant has previously entered into a Financial Assistance Agreement with the Finance Authority, dated as of September 1, 2009, to borrow money from the Drinking Water SRF Program, to construct and acquire separate projects as described and defined therein the"Prior Agreement");and WHEREAS, the Participant has determined to undertake a drinking water system project as more fully described herein,the"Project")and to borrow money from the Drinking Water SRF Program to construct and acquire the Project; and WHEREAS,the Finance Authority and the Participant desire to set forth the terms of such financial assistance as hereinafter provided; and B-1 NOW THEREFORE,in consideration of the mutual covenants herein set forth, the Finance Authority and the Participant agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following terms shall, for all purposes of this Agreement, have the following meaning: Agency"shall mean the United States Environmental Protection Agency or its successor. Asset Management Program" means programs, plans and documentation (including a Fiscal Sustainability Plan) that demonstrates that the Participant has the financial, managerial, technical, and legal capability to operate and maintain its Drinking Water System and which is consistent with SRF Policy Guidelines including applicable requirements of the Drinking Water SRF Act. Authorizing Instrument(s)" shall mean the separate trust indenture(s)of the Participant entered into with a corporate trustee or the detailed resolution(s) or ordinance(s)of the governing body of the Participant pursuant to which the Bonds are issued in accordance with State law. Authorized Representative" shall mean the Controller of the Participant or such other officer, official, or representative of the Participant duly authorized to act for and on behalf of the Participant as provided for herein. Bond" or "Bonds" shall mean the instrument(s) which evidence(s) the Loan, as authorized by the Authorizing Instrument and containing the terms set forth in Section 2.02 of this Agreement. Bond Fund" shall mean the separate and segregated fund or account established and created by the Participant pursuant to the Authorizing Instrument from which payment of the principal of and interest on the Bonds is required to be made by the Participant. Business Day" shall mean any day other than a Saturday, Sunday or State legal holiday or any other day on which financial institutions in the State are authorized by law to close and to remain closed. Code" shall mean the Internal Revenue Code of 1986, as amended and supplemented from time to time,together with the regulations related thereto. Commission" shall mean the Indiana Utility Regulatory Commission created under I.C. 8-1-1-2 or its successor. B-2 Construction Fund" shall mean the separate and segregated fund or account established and created by the Participant pursuant to the Authorizing Instrument to receive proceeds of the Bonds and from which Eligible Costs of the Project may be paid by the Participant. Credit Instrument" means a letter of credit, surety bond, liquidity facility, insurance policy or comparable instrument furnished by a Credit Provider that is used by the Participant to meet all or a portion of any debt service reserve requirement securing the Bonds or any other bonds payable from the revenues of the Drinking Water System, which bonds are on a parity with the Bonds. Credit Provider" means a bank, insurance company, financial institution or other entity providing a Credit Instrument. Department"shall mean the Indiana Department of Environmental Management created under I.C. 13-13-1-1 or its successor. Deposit Agreement" shall mean an agreement between the Participant and the Deposit Agreement Counterparty in such form as from time to time determined by the Finance Authority pursuant to which (a)the Participant's Bond Fund (including any reserve account established and created by the Participant pursuant to the Authorizing Instrument related thereto) shall be held by such Deposit Agreement Counterparty and available for payment of the Bonds and any other similar obligations of the Participant that are payable from the Bond Fund regardless whether they are on a parity basis, (b) such Deposit Agreement Counterparty serves as the paying agent for the Bonds and any other such similar obligations of the Participant that are payable from the Bond Fund, and (c) the Participant's Construction Fund may be held by such Deposit Agreement Counterparty upon any Loan disbursement by the Finance Authority to it from time to time. Deposit Agreement Counterparty" shall mean the financial institution that enters into a Deposit Agreement with the Participant, which financial institution shall be approved by the Finance Authority and may be replaced by the Finance Authority from time to time. Director of Environmental Programs"shall mean the person designated by the Finance Authority as authorized to act as the Director of Environmental Programs (which designation includes such Director's assumption of the duties previously assigned to the Drinking Water SRF Program Representative and the Drinking Water SRF Program Director) and where not limited, such person's designee. Disbursement Agent" shall mean the party disbursing the Loan to or for the benefit of the Participant, which shall be the Trustee unless amounts are held in the Construction Fund, in which case the Disbursement Agent shall thereafter be the Deposit Agreement Counterparty as the party disbursing amounts that are held in the Construction Fund unless otherwise agreed by the Finance Authority. Disbursement Request" shall mean a request for a disbursement of the Loan made by an Authorized Representative in such form as the Finance Authority may from time to time prescribe. B-3 Drinking Water SRF Fund" shall mean the drinking water revolving loan fund as established by I.C. 5-1.2-10-2. Drinking Water SRF Indenture" shall mean the Fourth Amended and Restated Drinking Water SRF Trust Indenture, dated as of September 1, 2019 between the Finance Authority(as successor by operation of law to the State in all matters related to the Drinking Water SRF Program)and the Trustee, as amended and supplemented from time to time. Drinking Water System" shall mean all, or any part of, the system for the provision to the public of water for human consumption through pipes and other constructed conveyances that: 1) has at least fifteen (15) service connections; or 2) regularly serves at least twenty-five(25) individuals; and as further defined and described in I.C. 13-11-2-177.3 and SRF Policy Guidelines,as amended and supplemented from time to time. Eligible Cost" shall mean and include, whether incurred before or after the date of this Agreement, all costs which have been incurred and qualify for Financial Assistance, including engineering, financing and legal costs related thereto. Finance Authority" shall mean the Indiana Finance Authority, a body politic and corporate, not a state agency but an independent instrumentality of the State. Finance Authority Bonds" shall mean any Finance Authority State Revolving Fund Program Bonds or other similar obligations of the Finance Authority issued as a part of the Drinking Water SRF Program within the meaning of the Drinking Water SRF Indenture. Financial Assistance" shall mean the financial assistance authorized by the Safe Drinking Water Act, including the Loan. Fiscal Sustainability Plan" means in connection with a project that provides for the repair, replacement, or expansion of an existing Drinking Water System, a plan that is consistent with SRF Policy Guidelines including applicable requirements of the Drinking Water SRF Act and includes (a) an inventory of critical assets that are a part of the Drinking Water System, (b) an evaluation of the condition and performance of inventoried assets or asset groupings; (b) a certification that the Participant has evaluated and will be implementing water and energy conservation efforts as part of the plan;and(d)a plan for maintaining,repairing,and,as necessary, replacing the Drinking Water System and a plan for funding such activities. Loan" shall mean the purchase of the Bonds by the Finance Authority to finance the planning, designing, constructing, renovating, improving and expanding of the Participant's Drinking Water System or refinance an existing debt obligation where such debt was incurred and B-4 building of such systems began after July 1, 1993, but does not mean the provision of other Financial Assistance. Loan Reduction Payment" shall mean in any circumstances where there is a balance inclusive of Loan proceeds and any earnings) in the Construction Fund, any action causing such balance to be applied to a reduction in the maximum aggregate amount of the Loan outstanding other than pursuant to regularly scheduled principal payments or optional redemptions applicable to the Bonds. A Loan Reduction Payment shall not be applicable unless Loan amounts are held in the Construction Fund. Non-Use Close-out Date"shall mean that date which is the earlier of(a)the first date as of which the full amount of the Loan has been disbursed on a cumulative basis (which shall also be deemed to have occurred when and if such amounts have been deposited in the Participant's Construction Fund) or (b) the date as of which the Participant binds itself that no further Loan disbursements will be made under this Agreement. Non-Use Fee" shall mean a fee in an amount determined by the Finance Authority charged to compensate it for costs and expenses within the Drinking Water SRF Program. Such amount shall be the greater of (A) the product of the undrawn balance of the Loan on each applicable Non-Use Assessment Date multiplied by one percent(1%)or(B)One Thousand Dollars 1,000). Such fee shall apply and be payable under Section 5.09 herein with respect to each Non- Use Assessment Date until the Non-Use Close-out Date shall occur. A Non-Use Fee shall not be applicable if the full amount of the Loan has been disbursed and deposited in the Participant's Construction Fund by the Non-Use Assessment Date. Non-Use Assessment Date" shall mean [1, 20 ] and the first day of each sixth (6th) calendar month thereafter unless and until the Non-Use Close-out Date occurs in advance of any such Non-Use Assessment Date. Operation and Maintenance"shall mean the activities required to assure the continuing dependable and economic function of the Drinking Water System, including maintaining compliance with primary and secondary drinking water standards, as follows: 1) Operation shall mean the control and management of the united processes and equipment which make up the Drinking Water System, including financial and personnel management, records, reporting, laboratory control, process control, safety and emergency operation planning and operating activities. 2) Maintenance shall mean the preservation of the functional integrity and efficiency of equipment and structures by implementing and maintaining systems of preventive and corrective maintenance, including replacements. Plans and Specifications" shall mean the detailed written descriptions of the work to be done in undertaking and completing the Project, including the written descriptions of the work to be performed and the drawings, cross-sections, profiles and the like which show the location, dimensions and details of the work to be performed. B-5 Preliminary Engineering Report" shall mean the information submitted by the Participant that is necessary for the Finance Authority to determine the technical, economic and environmental adequacy of the proposed Project. Project" shall mean the activities or tasks identified and described in Exhibit A to this Agreement, and incorporated herein, as amended or supplemented by the Participant and consented to by the Finance Authority, for which the Participant may expend the Loan. Purchase Account" shall mean the account by that name created by the Drinking Water SRF Indenture and held as part of the Drinking Water SRF Fund. Safe Drinking Water Act" shall mean the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq. and other laws, regulations and guidance supplemental thereto, as amended and supplemented from time to time including the 2014 Appropriations Act. SRF Policy Guidelines" shall mean guidance of general applicability (as from time to time published, amended and supplemented by the Finance Authority) pertaining to participants utilizing financial assistance in connection with their projects funded in whole or in part through the Drinking Water SRF Program. State" shall mean the State of Indiana. Substantial Completion of Construction" shall mean the day on which the Finance Authority(or if designated by the Finance Authority,the Department)determines that all but minor components of the Project have been built, all equipment is operational and the Project is capable of functioning as designed. System Development Charges" shall mean the proceeds and balances from any non- recurring charges such as tap fees, subsequent connector fees, capacity or contribution fees, and other similar one-time charges applicable to the Drinking Water System that are available for deposit under the Authorizing Instrument. Trustee" shall mean The Bank of New York Mellon Trust Company,N.A., Indianapolis, Indiana, in its capacity as trustee or its successor under the Drinking Water SRF Indenture. 2014 Appropriations Act" shall mean the Consolidated Appropriations Act, 2014 (also known as H.R. 3457), and other laws, regulations and guidance supplemental thereto (including the Safe Drinking Water Act), as amended and supplemented from time to time. End of Article I) B-6 ARTICLE II PURPOSE OF BORROWING AND LOAN TERMS Section 2.01. Amount; Purpose. The Finance Authority agrees to Loan an amount not to exceed [ 1 Dollars ($[ in aggregate principal amount to the Participant as Financial Assistance to pay for the Eligible Costs, as hereinafter described, of the Project on, and subject to, the terms and conditions contained herein. The Loan shall be used only to pay the following Eligible Costs: (a) eligible planning services for the production of a Preliminary Engineering Report ("Planning"), (b) eligible design services for the production of Plans and Specifications ("Design") and (c) eligible construction costs, including financing and legal costs ("Construction"). The Loan shall be funded solely from available proceeds of the Finance Authority Bonds contained in the Purchase Account or from other sources that the Finance Authority may, in its sole discretion,designate. The Loan is evidenced by the Bonds executed and delivered by the Participant contemporaneously herewith. The Bonds shall be in fully registered form, with the Finance Authority registered as the registered owner. So long as the Finance Authority is the registered owner,the principal of and redemption premium, if any,and interest on the Bonds shall be paid to the Trustee by a wire transfer referenced as follows: The Bank of New York,ABA 021 000 018,For Credit to 610026840C,Account Name: South Bend Drinking Water, Attn: Derick Rush. The Participant agrees to undertake and complete the Project and to receive and expend the Loan proceeds in accordance with this Agreement. Section 2.02. The Bonds. a) Until paid, the Bonds will bear interest at the per annum rate of[ percent Such interest shall be calculated on the basis of a 360 day year comprised of twelve 30 day months, and be as provided in I.C. 5-1.2-10-15 and-20. Interest, if any, on the Bonds will be payable on January 1 and July 1 of each year, commencing [ 1, 20[ ]. The Bonds will be in the aggregate principal amount of[ Dollars($[ Subject to Section 2.05 and 2.06 herein, the Bonds will mature on January 1 until January 1, 2033, and then January and July of each of the years set forth in, and at the principal amount set opposite each such month and year set forth in the schedule contained in the attached Exhibit B to this Agreement (which is hereby incorporated by reference); provided, however, notwithstanding the foregoing or the terms of the Bonds to the contrary, no maturity of Bonds shall extend beyond the date which is thirty-five (35) years after the date of this Agreement. If the maturity date for any Bonds is beyond such date, unless otherwise agreed to, such Bonds, together with accrued and unpaid interest thereon, will be due and payable on such date. b) The Bonds will be subject to redemption by the Participant as provided in the Authorizing Instrument; provided however that in no event shall the Participant exercise any provision contained in the Authorizing Instrument or the Bonds permitting a redemption of the Bonds at the option of the Participant unless and until such has been consented by the Authority. The Loan, and the Bonds evidencing it, will be subject to payment by the Participant as provided in this Agreement. B-7 c) The form and other terms of the Bonds will be in conformity with the Authorizing Instrument. d)The additional terms contained in the attached Exhibit D are applicable to this Loan (as and to the extent set forth in Exhibit D)to the same effect as if such were set forth in this section. Section 2.03. Disbursement Conditions. Each of the following shall be a condition precedent to the disbursement of the Loan or any portion thereof(including from the Construction Fund): a) (1) With respect to procurement of professional services related to the Project to be paid from Loan proceeds, the Participant shall have complied with applicable State law and SRF Policy Guidelines. Additionally costs related Planning and Design shall only be Eligible Costs upon compliance with paragraph A of the attached Exhibit D. (2) With respect to procurement of all other goods and services related to the Project to be paid from Loan proceeds, the Participant shall have complied with LC. 36-1-12 and SRF Policy Guidelines. b) No representation, warranty or covenant of the Participant contained in this Agreement or in any paper executed and delivered in connection with the transactions contemplated by this Agreement shall be false or inaccurate in any material respect. c) The Participant shall undertake and faithfully perform each of its obligations, agreements and covenants contained in this Agreement, the Authorizing Instrument and the Bonds. d) There shall be available to the Finance Authority uncommitted funds in an amount sufficient to satisfy the Finance Authority's obligations hereunder from the proceeds of Finance Authority Bonds in the Purchase Account or from other sources that the Finance Authority may, in its sole discretion, designate; provided however, once Loan proceeds have been deposited in the Construction Fund, such condition shall be deemed satisfied. e) The Participant shall have undertaken all actions necessary to comply with and satisfy the conditions and requirements for a Loan secured with money made available from the Drinking Water SRF Fund as set forth in federal and State statutes, rules and regulations, including 1.C. 5-1.2-10, SRF Policy Guidelines, the Safe Drinking Water Act and 40 C.F.R. Part 35. f) Prior to making any Loan disbursement to pay any Construction costs, the Project shall have been approved by the State's Historical Preservation Officer in a manner consistent with the policies and practices of the Drinking Water SRF Program (the Historical Preservation Approval"). Notwithstanding any provision of this Agreement to the contrary, in the event a Historical Preservation Approval has not been given within four 4) months after the date of this Agreement, the Finance Authority may, in its sole discretion, (i) reduce the aggregate amount of the Loan to the amount then disbursed and B-8 outstanding under this Agreement and(ii)if any amounts are held in the Construction Fund, require a Loan Reduction Payment pursuant to Section 2.06 herein as if it were a date that was three(3)years after the dated date of the Bonds. Upon giving notice to the Participant of such action, no further Loan disbursement(including from the Construction Fund) may be made under this Agreement unless consented to by the Finance Authority. g) In the event the Bonds are payable from rates and charges of the Drinking Water System and if requested by the Finance Authority, the Participant shall provide evidence satisfactory to the Finance Authority demonstrating that such rates and charges are at a level adequate to produce and maintain sufficient net revenue after providing for the proper Operation and Maintenance of the Drinking Water System, on a proforma basis consistent with SRF Policy Guidelines, to provide 1.25x coverage on all obligations of the Drinking Water System (including the Bonds). Section 2.04. Disbursement Procedures. Loan proceeds (including any held from time to time in the Construction Fund) shall be disbursed to the Participant by the Disbursement Agent for actual Eligible Costs incurred with respect to the Project. The Finance Authority may, in its discretion, cause Loan disbursements to be made (a)directly to the person or entity identified in the Disbursement Request to whom payment is due, or(b) if advised in writing by the Participant that I.C. 36-1-12-14 or a similar law applies to the Project, to the Participant for purposes of collecting retainage, or some combination thereof. Any Loan proceeds in excess of the amount subject to retainage controlled by the Participant will be immediately remitted to the person or entity to whom payment is due, no later than three (3) Business Days after receipt or the date such Loan proceeds are no longer subject to retainage. The Finance Authority may, in its discretion, cause Loan disbursements to be made from time to time, in whole or in part, to the Participant's Construction Fund for disbursement consistent with this Agreement. Loan disbursements shall not be made more frequently than monthly and shall only be made following the submission of a Disbursement Request to the Finance Authority. Disbursement Requests shall be approved by the Director of Environmental Programs prior to submission to the Disbursement Agent for a Loan disbursement. Disbursement Requests shall be numbered sequentially,beginning with the number 1. Section 2.05. Effect of Disbursements. Loan disbursements made to or for the benefit of the Participant shall be deemed to be a purchase of the Bonds in such amounts and with such maturities as achieves as level debt service as practicable, and with no maturity longer than the original maturity schedule; provided that any principal payments originally scheduled under Section 2.02 herein as being due prior to one year after Substantial Completion of Construction shall first be deemed to be a purchase of the Bonds in order of maturity. The deposit of Loan proceeds in the Construction Fund shall be deemed to be a purchase of the Bonds. Interest on the Loan commences on disbursement of the Loan to or for the benefit of the Participant (including any amounts disbursed to the Construction Fund)by the Finance Authority and the Bonds shall be deemed to be purchased in the full amount thereof. Each disbursement (including any amounts disbursed from the Construction Fund) shall be made pursuant to a Disbursement Request. In the event any Loan disbursement(including any amounts disbursed from the Construction Fund)shall be made in excess of Eligible Costs, such excess disbursements shall be immediately paid by the Participant to the Disbursement Agent (and if made from any amounts held in the Construction B-9 Fund, shall be immediately deposited by the Participant into such Construction Fund) and thereafter may,subject to the terms and conditions set forth in this Agreement,be applied thereafter to pay Eligible Costs of the Project by the Participant. Section 2.06. Acknowledgment of Amount of Loan; Final Disbursement. (a) Within 30 days after any request by the Finance Authority from time to time,the Participant shall execute and deliver to the Finance Authority an acknowledgment in the form prescribed by the Finance Authority which acknowledges the outstanding principal of and interest on the Bonds. Unless the Finance Authority consents in writing, no Loan disbursement shall be made more than one year after Substantial Completion of Construction. After Substantial Completion of Construction,upon the request of the Finance Authority, the Participant shall replace, at its expense, the Bonds with substitutes issued pursuant to the Authorizing Instrument to evidence the outstanding principal under the Loan. b) In the event there remains a balance (inclusive of Loan proceeds and any earnings) in the Construction Fund on the date that is the earlier of(i)one year after Substantial Completion of Construction or(ii)three(3)years after the dated date of the Bonds(or in either such circumstance, such later date as the Finance Authority may approve in its discretion), the Participant agrees to make a Loan Reduction Payment to the Finance Authority within 10 days after any Finance Authority written demand. Any Loan Reduction Payment shall be applied to pay principal in such amounts and with such maturities as achieves as level debt service as practicable consistent with methodology prescribed in the Authorizing Instrument and as originally applied to the Bonds,and with no maturity longer than the original maturity schedule; provided that any principal payments originally scheduled under Section 2.02 herein as being due prior to the Loan Reduction Payment shall be unaffected by such payment.If the Authorizing Instrument permits the Participant to apply Bond proceeds to pay interest accruing on or before Substantial Completion of Construction, the Participant may seek to reimburse itself for such interest costs it has paid pursuant to a Disbursement Request provided. If the Participant fails to make such Loan Reduction Payment by such date,the Finance Authority and Deposit Agreement Counterparty are authorized to cause any balance held in the Construction Fund to be so applied without further direction and authorization from the Participant. Notwithstanding the foregoing, if requested by the Finance Authority, in lieu of the Participant making a Loan Reduction Payment, the Finance Authority may in its discretion require the Participant to hold any remaining balance (inclusive of Loan proceeds and any earnings) in the Construction Fund until such amounts may be applied on the first optional redemption date applicable to the Bonds,and upon any such request,the Participant agrees to cause such amounts to be so held and applied on such date. End of Article II) B-10 ARTICLE III REPRESENTATIONS,WARRANTIES AND COVENANTS OF THE PARTICIPANT Section 3.01. Planning, Design and Construction Covenants. The Participant hereby covenants and agrees with the Finance Authority that the Participant will: a) Provide information as requested by the Finance Authority to determine the need for, or to complete any necessary, environmental review or analysis. b) Comply with the procurement procedures and affirmative action requirements contained in SRF Policy Guidelines in the Planning,Design and Construction of the Project to the extent that such are to be paid from Loan proceeds. c) With respect to prime and first tier contract awards,report minority and women business enterprise utilization in the Planning, Design and Construction of the Project, to the extent that such are to be paid from Loan proceeds,by executing and delivering Agency Form SF 5700-52 to the Finance Authority whenever any agreements or subagreements are awarded. (These reports must be submitted on regular reporting cycles consistent with SRF Policy Guidelines commencing after such agreement or subagreement is awarded.) d) Comply with all applicable federal, State and local statutes, rules and regulations relating to the acquisition and construction of the Drinking Water System. e) In the event Construction is to be paid from Loan proceeds, prior to an award of any contract for Construction of the Project, obtain a construction permit from the Department and receive the written approval of the Finance Authority of the Preliminary Engineering Report. f) Obtain the property rights necessary to construct the Drinking Water System and, in procuring any such rights comply with federal and State law. g) In the event Construction is to be paid from Loan proceeds, comply with the federal Davis-Bacon Act, codified at 40 U.S.C. 276a-276a-5 unless separately waived by the Finance Authority. h) In the event Construction is to be paid from Loan proceeds, execute and deliver to the Finance Authority Agency Form 4700-4 ("Pre-award Compliance Review Report for Wastewater Treatment Construction Grants") and such other forms as may be required by the Safe Drinking Water Act or SRF Policy Guidelines. i) In the event Construction is to be paid from Loan proceeds, follow guidance issued by the Finance Authority in procuring contracts for Construction, including (1) submission to the Finance Authority of Project change orders, (2)obtaining approval from the Director of Environmental Programs of any Project change order which significantly B-11 changes the scope or Design of the Project or,when taking into account other change orders and contracts, are reasonably expected to result in expenditures in an amount greater than the Loan, (3)receiving approval from the Director of Environmental Programs prior to the award of any contract for Construction and (4) receiving authorization from the Director of Environmental Programs prior to initiating procurement of Construction of the Project. j) In the event Construction is to be paid from Loan proceeds, before awarding Construction contracts, receive approval of the Director of Environmental Programs for the user charge system (including any use ordinance and interlocal agreement) associated with the Project. k) In the event Construction is to be paid from Loan proceeds, cause the Project to be constructed in accordance with the Preliminary Engineering Report and the Plans and Specifications, using approved contract papers. 1) Permit the Finance Authority and its agents to inspect from time to time(1)the Project, (2)the Drinking Water System and(3)the books and other financial records of the Drinking Water System, including the inspections described in SRF Policy Guidelines. Construction contracts shall provide that the Finance Authority or its agents will have access to the Project and the work related thereto and that the Participant's contractor will provide proper facilities for such access and inspection. All files and records pertaining to the Project shall be retained by the Participant for at least six years after Substantial Completion of Construction. m) Upon Substantial Completion of Construction and when requested by the Finance Authority, provide audited reports to the Finance Authority to permit the Finance Authority to determine that the Loan proceeds have been used in compliance with this Agreement. n) In the event Construction is to be paid from Loan proceeds, within one year of Substantial Completion of Construction,consistent with SRF Policy Guidelines, certify to the Finance Authority that the Project meets performance standards, or if not met, (1) submit to the Finance Authority(or if directed by the Finance Authority,to the Department) a corrective action plan and (2) promptly and diligently undertake any corrective action necessary to bring the Project into compliance with such standards. o) In the event Construction is to be paid from Loan proceeds, within one year of Substantial Completion of Construction,provide as-built plans(if requested by the Finance Authority)for the Project to the Finance Authority(or if directed by the Finance Authority, to the Department). Section 3.02. General Covenants. The Participant hereby covenants and agrees with the Finance Authority that the Participant will: a) Comply with all applicable federal, State and local statutes, rules and regulations relating to Operation and Maintenance. B-12 b) (1) Own, operate and maintain the Project and the Drinking Water System for their useful life, or cause them to be operated and maintained for their useful life; (2)at all times maintain the Drinking Water System in good condition and operate it in an efficient manner and at a reasonable cost; and(3)not sell,transfer, lease or otherwise encumber the Drinking Water System or any portion thereof or any interest therein without the prior written consent of the Finance Authority c) Obtain and maintain the property rights necessary to operate and maintain the Drinking Water System, and in procuring any such rights, comply with federal and State law. d) Acquire and maintain insurance coverage acceptable to the Finance Authority, including fidelity bonds, to protect the Drinking Water System and its operations. All insurance shall be placed with responsible insurance companies qualified to do business under State law. Insurance proceeds and condemnation awards shall be used to replace or repair the Drinking Water System unless the Finance Authority consents to a different use of such proceeds or awards. e) Establish and maintain the books and other financial records of the Project including the establishment of a separate account or subaccount for the Project) in accordance with (1) generally accepted governmental accounting principles, as promulgated by the Government Accounting Standards Board (including GASB No. 34 standards relating to the reporting of infrastructure) and (2) the rules, regulations and guidance of the State Board of Accounts. f) Provide to the Finance Authority and not the Agency (unless specifically requested by the Agency) such periodic financial and environmental reports as it may request from time to time, including (1) annual operating and capital budgets and (2) any and all environmental data related to the Project that is required to be reported. Additionally, the Participant shall provide such other information requested or required of the Finance Authority or the Participant by the Agency. g) Provide to the Finance Authority audited financial statements of the Participant inclusive of the activities of the Drinking Water System, commencing with financial statements for a calendar year period that ends not more than two (2) years after the date of this Agreement (and for each calendar year period that ends every two (2) years thereafter until the Loan has been repaid),which audit(i) shall have been performed by the Indiana State Board of Accounts or by an independent public accountant and (ii) shall be submitted to the Finance Authority no later than nine (9) months following the end of the calendar year period to which such audit pertains. h) Continue to update, implement, and maintain an Asset Management Program including a Fiscal Sustainability Plan)of the Participant that meets SRF Policy Guidelines including applicable requirements of the Wastewater SRF Act. The Participant acknowledges and agrees that its agreement to continue to update,implement,and maintain B-13 an Asset Management Program (including a Fiscal Sustainability Plan)as provided in this subsection was a condition of the Loan and that the Participant's Asset Management Program (including a Fiscal Sustainability Plan) was certified prior to the date of Participant's submission of its Preliminary Engineering Report. Over the term of the Loan, the Participant further agrees to continue to update, implement and maintain the Participant's Asset Management Program (including a Fiscal Sustainability Plan)to assure it has the financial, managerial, technical, and legal capability to operate and maintain its Treatment Works consistent with SRF Policy Guidelines including applicable requirements of the Wastewater SRF Act. i) Provide notice to the Finance Authority under the circumstances contemplated, and undertake inspections as required, by SRF Policy Guidelines. j) (1) Establish and maintain just and equitable rates and charges for the use of and the service rendered by the Drinking Water System, to be paid by the owner of each and every lot, parcel of real estate or building that is connected with and uses the Drinking Water System, or that in any way uses or is served by the Drinking Water System, (2) establish,adjust and maintain rates and charges at a level adequate to produce and maintain sufficient revenue (when determined including user and other charges, fees, income or revenues available to the Participant, provided that to the extent permitted by law System Development Charges shall be excluded when determining if such are sufficient)to provide for the proper Operation and Maintenance of the Drinking Water System, to comply with and satisfy all covenants contained herein and to pay all obligations of the Drinking Water System and of the Participant with respect thereto, and (3) if and to the extent Bonds are payable from property taxes, levy each year a special ad valorem tax upon all property located in the boundaries of the Participant, to pay all obligations of the Participant with respect thereto. k) If the Bonds are payable from the revenues of the Drinking Water System, not borrow any money, enter into any contract or agreement or incur any other liabilities in connection with the Drinking Water System without the prior written consent of the Finance Authority if such undertaking would involve, commit or use the revenues of the Drinking Water System; provided that the Participant may authorize and issue additional obligations, payable out of the revenues of its Drinking Water System, ranking on a parity with the Bonds for the purpose of financing the cost of future additions, extensions and improvements to the Drinking Water System, or to refund obligations of the Drinking Water System, subject to the conditions, if any, in the Authorizing Instrument. 1) Comply with the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000d et seq., the Age Discrimination Act, as amended, Public Law 94-135, Section 504 of the Rehabilitation Act of 1973, as amended (including Executive Orders 11914 and 11250), 29 U.S.C. Section 794, Section 13 of the Federal Water Pollution Control Act Amendments of 1972, Public Law 92-500, Executive Order 11246 regarding equal employment opportunity, and Executive Orders 11625 and 12138. B-14 m) Undertake all actions necessary to investigate all potential, material claims which the Participant may have against other persons with respect to the Drinking Water System and the Project and take whatever action is necessary or appropriate to(1) recover on any actionable, material claims related to the Project or the Planning, Design or Construction thereof, (2) meet applicable Project performance standards and(3)otherwise operate the Drinking Water System in accordance with applicable federal, State and local law. n) Not modify, alter, amend, add to or rescind any provision of the Authorizing Instrument without the prior written consent of the Finance Authority. o) In the event the Participant adopts an ordinance or resolution to refund the Bonds, within 5 days of the adoption of the ordinance or resolution, provide written notice to the Finance Authority of the refunding. Any refunding of the Bonds shall only be undertaken by the Participant with the prior written consent of the Finance Authority. p) In any year in which total expenditures of Federal financial assistance received from all sources exceeds $750,000 the Participant shall comply with the Federal Single Audit Act (SAA) of 1984, as amended by the Federal Single Audit Act Amendments of 1996 (see 2 CFR 200 Subpart F) and have an audit of their use of Federal financial assistance. The Participant agrees to provide the Finance Authority with a copy of the SAA audit within 9 months of the audit period. q) Inform the Finance Authority of any findings and recommendations pertaining to the SRF program contained in an audit of 2 CFR 200 Subpart F(a/k/a"Super Circular") matters in which SRF Federal financial assistance was less than $750,000. r) Initiate within 6 months of the audit period corrective actions for those audit reports with findings and recommendations that impact the SRF financial assistance. s) Notwithstanding anything in the Authorizing Instrument related to the Bonds or in any authorizing instrument related to any other outstanding bonds payable from the revenues of the Drinking Water System which are on a parity with the Bonds) to the contrary, in the event any Credit Provider that has provided a Credit Instrument fails to be rated on a long term basis at least "A-/A3" by Standard & Poor's Ratings Services, a Division of the McGraw-Hill Companies, and Moody's Investors Service, Inc., and their successors(such Credit Instrument,a"Disqualified Instrument"),within 12 months of such failure (or pursuant to such other schedule as may be approved by the Finance Authority), the Participant shall cause cash(or a replacement Credit Instrument from a Credit Provider that is rated on a long term basis at least"AA-/Aa3"by Standard&Poor's Ratings Services, a Division of the McGraw-Hill Companies, and Moody's Investors Service, Inc., and their successors)(or some combination thereof) in an aggregate amount equal to the stated credit available under the Disqualified Instrument(s) to be deposited in the related reserve account(s) in lieu of such Disqualified Instrument(s). No Disqualified Instrument shall be included as part of the reserve balance which satisfies any such reserve requirement under any such authorizing instrument. Nothing in this subsection shall waive or modify B-15 additional requirements contained in any such authorizing instrument (including the Authorizing Instrument related to the Bonds); the provisions of this subsection and any such authorizing instrument (including the Authorizing Instrument related to the Bonds) shall both be required to be met. Unless and until notice shall be given by the Finance Authority to the Participant, a surety policy issued by MBIA Insurance Corporation or Financial Guaranty Insurance Company that has been reinsured by National Public Finance Guarantee Corporation (formerly known as MBIA Insurance Corp. of Illinois) shall not be treated as a Disqualified Instrument. t) (i) comply with Title 40 CFR Part 34 (New Restrictions on Lobbying) and the Byrd Anti-Lobbying Amendment("Lobbying Restrictions");(ii)provide certifications and disclosures related to Lobbying Restrictions in a form and manner as may from time to time be required by SRF Policy Guidelines or the Safe Drinking Water Act including without limitation the Lobbying Restrictions; and (iii) pay any applicable civil penalty required by the Lobbying Restrictions as may be applicable to making a prohibited expenditure under Title 40 CFR Part 34, or failure to file any required certification or lobbying disclosures. The Participant understands and acknowledges that pursuant to such Lobbying Restrictions, the making of any such prohibited expenditure, or any such failure to file or disclose, is subject to a civil penalty of not less than $10,000 and not more than 100,000 for each such expenditure or failure. u) Comply with all federal requirements applicable to the Loan (including those imposed by the 2014 Appropriations Act and related SRF Policy Guidelines) which the Participant understands includes, among other, requirements that all of the iron and steel products used in the Project are to be produced in the United States ("American Iron and Steel Requirement") unless (i) the Participant has requested and obtained a waiver from the Agency pertaining to the Project or (ii) the Finance Authority has otherwise advised the Participant in writing that the American Iron and Steel Requirement is not applicable to the Project. v) Comply with all record keeping and reporting requirements under the Safe Drinking Water Act, including any reports required by a Federal agency or the Finance Authority such as performance indicators of program deliverables, information on costs and project progress. The Participant understands that(i)each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and ii) failure to comply with the Safe Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds and/or other remedial actions. w) Whenever from time to time requested by the Finance Authority, submit evidence satisfactory to the Finance Authority demonstrating that the Participant's rates and charges are at a level adequate to produce and maintain sufficient net revenue after providing for the proper Operation and Maintenance of the Drinking Water System, on a proforma basis consistent with SRF Policy Guidelines, to provide 1.25x coverage on all obligations of the Drinking Water System (including the Bonds) and, in the event the Participant's rates and charges are insufficient to demonstrate such coverage, then to the B-16 extent permitted by law annually enact an increase in its rates and charges reasonably designed to be consistent with SRF Policy Guidelines regarding such coverage. x)Notwithstanding any provision of the Authorization Instrument to the contrary, not make any payment in lieu of property taxes from any account of the Drinking Water System (i) if the Finance Authority provides notice to the Participant that the Finance Authority has determined in its reasonable discretion that such a transfer adversely affects the Finance Authority and(ii)more frequently than semiannually if the Authority provides notice to the Participant so requiring such a limitation on frequency. y) Comply with all requirements of this Agreement applicable to the Loan including those imposed by the attached Exhibit D). Section 3.03. Representations and Warranties of the Participant. After due investigation and inquiry, the Participant hereby represents and warrants to the Finance Authority that: a) The Participant is duly organized and existing under State law, and constitutes a"political subdivision"within the meaning of I.C. 5-1.2-2-57 and a"participant"within the meaning of I.C. 5-1.2-2-54. The Project and the Drinking Water System are subject to I.C. 8-1.5. b) The Participant and its Drinking Water System are subject to the jurisdiction of the Commission under I.C. 8-1-2 or any other applicable law and the Project and the Bonds are subject to the Commission's review and approval requirements.If the Participant or its Drinking Water System is subject to the jurisdiction of the Commission under I.C. 8- 1-2 or any other applicable law, the Commission has reviewed and approved the Project and the issuance of the Bonds and no additional approvals or consents are required to be obtained from the Commission related thereto. c) The Participant has full power and authority to adopt the Authorizing Instrument, enter into this Agreement and issue the Bonds and perform its obligations hereunder and thereunder. d) By all required action, the Participant has duly adopted the Authorizing Instrument and authorized the execution and delivery of this Agreement,the Bonds and all other papers delivered in connection herewith. e) Neither the execution of, nor the consummation of the transaction contemplated by, this Agreement nor the compliance with the terms and conditions of any other paper referred to herein,shall conflict with,result in a breach of or constitute a default under, any indenture, mortgage, lease, agreement or instrument to which the Participant is a party or by which the Participant or its property, including the Drinking Water System, is bound or any law, regulation, order, writ, injunction or decree of any court or governmental agency or instrumentality having jurisdiction. B-17 f) There is no litigation pending or, to the knowledge of the Participant, upon investigation, threatened that (1) challenges or questions the validity or binding effect of this Agreement, the Authorizing Instrument or the Bonds or the authority or ability of the Participant to execute and deliver this Agreement or the Bonds and perform its obligations hereunder or thereunder or (2) would, if adversely determined, have a significant adverse effect on the ability of the Participant to meet its obligations under this Agreement, the Authorizing Instrument or the Bonds. g) The Participant has not at any time failed to pay when due interest or principal on, and it is not now in default under, any warrant or other evidence of obligation or indebtedness of the Participant. h) All information furnished by the Participant to the Finance Authority or any of the persons representing the Finance Authority in connection with the Loan or the Project is accurate and complete in all material respects including compliance with the obligations, requirements and undertakings imposed upon the Participant pursuant to this Agreement. i) The Participant has taken or will take all proceedings required by law to enable it to issue and sell the Bonds as contemplated by this Agreement. j) For any outstanding bonds payable from the revenues of the Drinking Water System which are on a parity with the Bonds,each Credit Provider,if any,that has provided a Credit Instrument is at least rated on a long term basis "A-/A3" long term by Standard & Poor's Ratings Services,a Division of the McGraw-Hill Companies and Moody's Investors Service, Inc.,and their successors,except as represented and set forth in Exhibit C attached thereto (and with respect to which true, accurate and complete copies of each such Credit Instrument have been delivered to the Finance Authority). Each of the foregoing representations and warranties will be deemed to have been made by the Participant as of the date of this Agreement and as of the date of any disbursement of Loan proceeds (including from the Construction Fund). Each of the foregoing representations and warranties shall survive the Loan disbursements regardless of any investigation or investigations the Finance Authority may have undertaken. Section 3.04. Covenants Regarding Assignment. The Participant acknowledges that the Finance Authority may pledge, sell or assign the Bonds or cause the Bonds to be pledged, sold or assigned,and certain of its rights related thereto,as permitted pursuant to Section 5.02 herein. The Participant covenants and agrees to cooperate with and assist in, at its expense, any such assignment. Within 30 days following a request by the Finance Authority, the Participant covenants and agrees with the Finance Authority that the Participant will, at its expense, furnish any information, financial or otherwise, with respect to the Participant, this Agreement, the Authorizing Instrument and the Bonds and the Drinking Water System as the Finance Authority reasonably requests in writing to facilitate the sale or assignment of the Bonds. Section 3.05. Nature of Information. All information furnished by the Participant to the Finance Authority or any person representing the Finance Authority in connection with the Loan B-18 or the Project may be furnished to any other person the Finance Authority, in its judgment, deems necessary or desirable in its operation and administration of the Drinking Water SRF Program. Section 3.06. Tax Covenants. The Participant hereby covenants that it will not take, or cause or permit to be taken by it or by any party under its control, or fail to take or cause to permit to be taken by it or by any party under its control, any action that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the Bonds pursuant to Section 103 of the Code. The Participant further covenants that it will not do any act or thing that would cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code or"arbitrage bonds"within the meaning of Section 148 of the Code. In furtherance and not in limitation of the foregoing, the Participant shall take all action necessary and appropriate to comply with the arbitrage rebate requirements under Section 148 of the Code to the extent applicable to the Participant or the Bonds, including accounting for and making provision for the payment of any and all amounts that may be required to be paid to the United States of America from time to time pursuant to Section 148 of the Code. Section 3.07. Non-Discrimination Covenant. Pursuant to and with the force and effect set forth in I.C. 22-9-1-10, the Participant hereby covenants that the Participant, and its contractor and subcontractor for the Project, shall not discriminate against any employee or applicant for employment,to be employed in the performance of this Agreement,with respect to the hire,tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, sex, disability,national origin or ancestry. End of Article III) B-19 ARTICLE IV-DEFAULTS Section 4.01. Remedies. The Finance Authority's obligation to make a disbursement under the Loan to the Participant hereunder may be terminated at the option of the Finance Authority,without giving any prior notice to the Participant, in the event: (a)the Participant fails to undertake or perform in a timely manner any of its agreements, covenants, terms or conditions set forth herein or in any paper entered into or delivered in connection herewith (including the Authorizing Instrument);or(b) any representation or warranty made by the Participant as set forth herein or in any paper entered into or delivered in connection herewith is materially false or misleading. Any such event shall constitute an event of default and in addition to any other remedies at law or in equity, the Finance Authority may (x) require a Loan Reduction Payment pursuant to Section 2.06 herein as if it were a date that was three (3) years after the dated date of the Bonds, (y) in the event a Deposit Agreement has not previously been entered into related to the Participant's Bond Fund (including any related reserve), require the Participant to enter into a Deposit Agreement (or to modify any such previously entered Deposit Agreement) and the Participant shall enter into (or modify) such an agreement within 5 days after any such demand and (z) without giving any prior notice, declare the entire outstanding principal amount of the Loan,together with accrued interest thereon, immediately due and payable. Section 4.02. Effect of Default. Failure on the part of the Finance Authority in any instance or under any circumstance to observe or perform fully any obligation assumed by or imposed upon the Finance Authority by this Agreement or by law shall not make the Finance Authority liable in damages to the Participant or relieve the Participant from paying any Bond or fully performing any other obligation required of it under this Agreement or the Authorizing Instrument; provided, however, that the Participant may have and pursue any and all other remedies provided by law for compelling performance by the Finance Authority of such obligation assumed by or imposed upon the Finance Authority. The obligations of the Finance Authority hereunder do not create a debt or a liability of the Finance Authority or the State under the constitution of the State or a pledge of the faith or credit of the Finance Authority or the State and do not directly, indirectly or contingently, obligate the Finance Authority or the State to levy any form of taxation for the payment thereof or to make any appropriation for their payment. Neither the Finance Authority or the State, nor any agent, attorney, member or employee of the Finance Authority or the State shall in any event be liable for damages, if any, for the nonperformance of any obligation or agreement of any kind whatsoever set forth in this Agreement. Section 4.03. Defaults under Prior Agreement. The Participant and the Finance Authority agree that any event of default occurring under the Prior Agreement shall constitute an event of default under this Agreement. Similarly, the Participant and the Finance Authority agree that any event of default under this Agreement, or under any subsequent financial assistance agreement entered into between the Participant and the Finance Authority,shall constitute an event of default under the Prior Agreement and the subsequent financial assistance agreement, if any,as the case may be. End of Article IV) B-20 ARTICLE V MISCELLANEOUS Section 5.01. Citations. Any reference to a part, provision, section or other reference description of a federal or State statute, rule or regulation contained herein shall include any amendments, replacements or supplements to such statutes, rules or regulation as may be made effective from time to time. Any reference to a Loan disbursement shall include any disbursement from the Construction Fund. Any use of the term "including"herein shall not be a limitation as to any provision herein contained but shall mean and include,without limitation,the specific matters so referenced. Section 5.02. Assignment. Neither this Agreement, nor the Loan or the proceeds thereof may be assigned by the Participant without the prior written consent of the Finance Authority and any attempt at such an assignment without such consent shall be void. The Finance Authority may at its option sell or assign all or a portion of its rights and obligations under this Agreement, the Authorizing Instrument, and the Bonds to an agency of the State or to a separate body corporate and politic of the State or to a trustee under trust instrument to which the Finance Authority, the State or any assignee is a beneficiary or party. The Finance Authority may at its option pledge or assign all or a portion of its rights under this Agreement, the Authorizing Instrument, and the Bonds to any person. The Participant hereby consents to any such pledge or assignment by the Finance Authority. This Agreement shall be binding upon and inure to the benefit of any permitted secured party, successor and assign. Section 5.03. No Waiver. Neither the failure of the Finance Authority nor the delay of the Finance Authority to exercise any right,power or privilege under this Agreement shall operate as a waiver thereof,nor shall any single or partial exercise of any right,power or privilege preclude any other further exercise of any other right, power or privilege. Section 5.04. Modifications. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. Section 5.05. Entire Agreement. This Agreement contains the entire agreement between the parties hereto and there are no promises, agreements, conditions, undertakings,warranties and representations, either written or oral, expressed or implied between the parties hereto other than as herein set forth or as may be made in the Authorizing Instrument and the other papers delivered in connection herewith. In the event there is a conflict between the terms of this Agreement and the Authorizing Instrument, the terms of this Agreement shall control. It is expressly understood and agreed that except as otherwise provided herein this Agreement represents an integration of any and all prior and contemporaneous promises,agreements,conditions,undertakings,warranties and representations between the parties hereto.This Agreement shall not be deemed to be a merger or integration of the existing terms under the Prior Agreement except as expressly set forth in Section 4.03 herein. Section 5.06. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be executed by the Finance Authority and the B-21 Participant, and all of which shall be regarded for all purposes as one original and shall constitute one and the same instrument. Section 5.07. Severability of Invalid Provisions. If any one or more of the covenants or agreements provided in this Agreement on the part of the Finance Authority or the Participant to be performed shall be deemed by a court of competent jurisdiction to be contrary to law or cause the Bonds to be invalid as determined by a court of competent jurisdiction,then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements and waived and shall in no way affect the validity of the other provisions of this Agreement. Section 5.08. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally or sent or transmitted to the appropriate destination as set forth below in the manner provided for herein. Notice to the Finance Authority shall be addressed to: Indiana Finance Authority SRF Programs 100 North Senate, Room 1275 Indianapolis, Indiana 46204 Attention: Director of Environmental Programs or at such other address(es)or number(s)and to the attention of such other person(s)as the Finance Authority may designate by notice to the Participant. Notices to the Participant shall be addressed to: City of South Bend City-County Building 227 W.Jefferson Boulevard South Bend, Indiana 46601 Attention: Controller or at such other address(es) or number(s) and to the attention of such other person(s) as the Participant may designate by notice to the Finance Authority. Any notice hereunder shall be deemed to have been served or given as of(a)the date such notice is personally delivered,(b)three 3) Business Days after it is mailed U.S. mail, First Class postage prepaid, (c) one (1) Business Day after it is sent on such terms by Federal Express or similar next-day courier, or (d)the same day as it is sent by facsimile transmission with telephonic confirmation of receipt by the person to whom it is sent. B-22 Section 5.09. Expenses. The Participant covenants and agrees to pay (a) the fees, costs and expenses in connection with making the Loan, including issuing the Bonds and providing the necessary certificates, documents and opinions required to be delivered therewith; (b) the fees, costs and expenses in connection with making and administering the Loan; (c) the costs and expenses of complying with its covenants made herein; and (d) any and all costs and expenses, including attorneys' fees, incurred by the Finance Authority in connection with the enforcement of this Agreement, the Authorizing Instrument and the Bonds in the event of the breach by the Participant of or a default under this Agreement, the Authorizing Instrument or the Bonds. Notwithstanding clause (b) above, the Participant shall not be obligated to pay any of the fees, costs and expenses in connection with administering the Loan except as follows: (1)the Finance Authority may request and the Participant shall promptly pay (no later than the date first above written), a closing fee in connection with the Loan in an amount determined by the Finance Authority, but not exceeding $1,000, which may not be paid from a Loan disbursement; (2) the Finance Authority may request and the Participant shall promptly pay (no later than thirty (30) days after any request), an annual administrative fee in connection with the Loan in an amount determined by the Finance Authority, but not exceeding $1,000, which may not be paid from a Loan disbursement; (3)the Finance Authority may request and the Participant shall promptly pay no later than thirty (30) days after any request), a Non-Use Fee in connection with the Loan, which may not be paid from a Loan disbursement; (4) for so long as the Finance Authority is the registered owner of the Bonds, at the direction of the Finance Authority, the interest rate on the Bonds may be adjusted to lower the interest rate on the Bonds, and the difference between the amount payable as the original rate on the Bonds and the lower rate shall be deemed an additional administrative fee in connection with the Drinking Water SRF Program; and (5) the Participant shall only be obligated to pay fees, costs and expenses of the Finance Authority's counsel and financial advisers in connection with making the Loan up to $10,000, which may be paid from a Loan disbursement. Section 5.10. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana. Section 5.11. Term. This Agreement shall terminate at such time as the Participant has fully met and discharged all of its obligations hereunder, which term may extend beyond the final payment of the Bonds or provision for the payment of the Bonds pursuant to the Authorizing Instrument. Section 5.12. Non-Collusion. The undersigned attests,subject to the penalties of perjury, that he/she is an authorized officer or representative of the Participant, that he/she has not,nor has any other officer or representative of the Participant, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive pay, and that the undersigned 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 of the agreement or is a payment to lawyers, accountants and engineers by the Participant related to customary services rendered in connection with the Loan. B-23 Section 5.13. Federal Award Information. The Catalogue of Federal Domestic Assistance("CFDA")Number for the Authority's Drinking Water SRF Program is 66.468 and the Federal Agency & Program Name is"US Environmental Protection Agency Capitalization Grant for Drinking Water State Revolving Funds." End of Article V) THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] B-24 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or officials, all as of the date first above written. CITY OF SOUTH BEND,INDIANA INDIANA FINANCE AUTHORITY Participant" Finance Authority" By: By: James P. McGoff Printed: Director of Environmental Programs Title: Attest: Signature Page to Financial Assistance Agreement EXHIBIT A The Project consists of the following improvements to the Participant's Drinking Water System: The Project contains components that are GPR Projects, which GPR Projects Expenditures have been determined and are expected as of the date of this Agreement to be in the amount as set forth in the Participant's business case or categorical exclusion which is posted at www.srf.in.gov.] The Project is more fully described in, and shall be in accordance with, the Preliminary Engineering Report and the Plans and Specifications approved by the Finance Authority (or if designated by the Finance Authority, the Department). End of Exhibit A] A-1 EXHIBIT B Principal Payment Schedule for the Bonds Maturity Date Principal Maturity Date Principal Amount Amount 01/01/2024 S 07/01/2043 01/01/2025 01/01/2044 01/01/2026 07/01/2044 01/01/2027 01/01/2045 01/01/2028 07/01/2045 01/01/2029 01/01/2046 01/01/2030 07/01/2046 01/01/2031 01/01/2047 01/01/2032 07/01/2047 01/01/2033 01/01/2048 07/01/2033 07/01/2048 01/01/2034 01/01/2049 07/01/2034 07/01/2049 01/01/2035 01/01/2050 07/01/2035 07/01/2050 01/01/2036 01/01/2051 07/01/2036 07/01/2051 01/01/2037 01/01/2052 07/01/2037 07/01/2052 01/01/2038 01/01/2053 07/01/2038 07/01/2053 01/01/2039 01/01/2054 07/01/2039 07/01/2054 01/01/2040 01/01/2055 07/01/2040 07/01/2055 01/01/2041 01/01/2056 07/01/2041 07/01/2056 01/01/2042 01/01/2057 07/01/2042 07/01/2057 01/01/2043 TOTAL End of Exhibit B] B-1 EXHIBIT C Credit Instrument Credit Providers rated on a long term basis lower than "A-/A3" long term by Standard & Poor's Ratings Services, a Division of the McGraw-Hill Companies and Moody's Investors Service, Inc. are: None. End of Exhibit C] C-1 Exhibit D Additional Terms A. The following additional terms in this Paragraph A are[NOT]applicable to the Loan: Equivalency Project" shall mean a project designated by the Finance Authority as an equivalency project" under the Safe Drinking Water Act related to the "US Environmental Protection Agency Capitalization Grant for Drinking Water State Revolving Funds" for the federal fiscal year ending September 30, 2022 (or such later federal fiscal year as the Finance Authority may otherwise designate). BIL" shall mean the Bipartisan Infrastructure Law (BIL) (Pl. 117-58), also known as the Infrastructure Investment and Jobs Act of 2021"(IIJA), signed into law on November 15, 2021. The Participant understands and acknowledges that the Project has been designated as an Equivalency Project and is required to meet the related applicable requirements of the Safe Drinking Water Act. The Participant further understands and agrees that it is required to comply with all terms of 2 CFR 200.216, Prohibition on certain telecommunication and video surveillance services or equipment, which among other requirements prohibits the use of Loan proceeds by the Participant to procure (by means of entering into, extending, or renewing contracts) or obtain equipment, systems or services that use"covered telecommunications equipment or services" identified in the regulation as a substantial or essential component of any Drinking Water System, or as critical technology as part of any Drinking Water System. Such prohibitions extend to the use of Loan proceeds by the Participant to enter into a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services" as a substantial or essential component of any Drinking Water System, or as critical technology as part of any Drinking Water System.The Participant represents and warrants that it has not procured or obtained from Loan proceeds equipment, systems or services that use covered telecommunications equipment or services" identified in the regulation as a substantial or essential component of any Drinking Water System, or as critical technology as part of any Drinking Water System. The Participant further understands and agrees that it shall comply with all federal requirements applicable to the assistance received(including those imposed by BIL)which the Participant understands includes, but is not limited to, the following requirements: that all of the iron and steel,manufactured products,and construction materials used in the Project are to be produced in the United States("Build America, Buy America Requirements")unless(i)the Participant has requested and obtained a waiver from the cognizant Agency pertaining to the Project or the Project is otherwise covered by a general applicability waiver; or (ii) all of the contributing Agencies have otherwise advised the Participant in writing that the Build America, Buy America Requirements are not applicable to the Project. D-- 1 - The Participant further understands and agrees that it shall comply with all record keeping and reporting requirements under all applicable legal authorities, including any reports required by the Finance Authority or the Agency, such as performance indicators of program deliverables, information on costs and progress of the Project. The Participant understands that (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the applicable legal requirements and this Agreement may result in a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds,termination and/or repayment of grants,cooperative agreements, direct assistance or other types of financial assistance, and/or other remedial actions. The Participant further understands and agrees that it shall comply with (i) Executive Order 14030, regarding Climate-Related Financial Risk and (ii) Executive Order 13690, regarding Flood Risk Management Standards. The Participant further understands that the Project is being financed, in whole or in part,with BIL funds, and shall place a physical sign displaying the official Building a Better America emblem and Agency logo at the site of the Project. B. The following additional terms in this Paragraph B related to GPR Projects (and the related defined terms) are [NOT]applicable to the Loan. GPR Projects" shall mean Project components that meet the requirement of the Green Project Reserve(GPR) Sustainability Incentive Program"consistent with SRF Policy Guidelines including applicable requirements of the Drinking Water SRF Act. GPR Projects Adjustment Fee"shall mean an amount which would equal the gross additional interest that would have accrued on the Bonds from the date of this Agreement through their scheduled final maturity, had such Bonds been issued at an interest rate determined under the Drinking Water SRF Program's interest rate policies and practices using the final, actual GPR Projects Expenditures (rather than the amount referenced in the Participant's business case or categorical exclusion posted at www.srf.in.gov), all as determined by the Finance Authority. GPR Projects Expenditures" shall mean those costs and expenses incurred by the Participant that are part of the Project which are GPR Projects in nature (within the meaning of the Drinking Water SRF Act) as determined by the Finance Authority, in order for the Bonds to receive special interest rate treatment under the Drinking Water SRF Program's interest rate policies and practices. The Participant understands and acknowledges that a special interest rate has been applied to the Bonds as a result of a portion of the Project having been identified by the Participant as being a GPR Projects project. In the event GPR Projects Expenditures are hereafter determined by the Finance Authority to be less than the amount referenced in the Participant's business case or categorical exclusion, then the Finance Authority may request and the Participant shall promptly pay(no later than thirty(30)days after any request),a GPR Projects Adjustment Fee in connection with the Loan. The Participant shall certify to the Finance D--2 - Authority those Loan disbursements it represents to be its GPR Projects Expenditures when and as required by SRF Policy Guidelines. The Participant understands and acknowledges that it is required to submit a business case or categorical exclusion documenting GPR Projects prior to loan closing or if a request is made pursuant to Section 3.02(f) of this Agreement. C. The following additional terms in this Paragraph C related to LLR Projects (and the related defined terms) are[NOT]applicable to the Loan. LLR Projects" shall mean Project components that meet the requirement of the Lead Line Replacement (LLR) Incentive Program" consistent with SRF Policy Guidelines including applicable requirements of the Drinking Water SRF Act. LLR Projects Adjustment Fee"shall mean an amount which would equal the gross additional interest that would have accrued on the Bonds from the date of this Agreement through their scheduled final maturity, had such Bonds been issued at an interest rate determined under the Drinking Water SRF Program's interest rate policies and practices using the final, actual LLR Projects Expenditures (rather than the amount referenced in the Participant's related post-bid and other documents submitted to the Finance Authority),all as determined by the Finance Authority. LLR Projects Expenditures" shall mean those costs and expenses incurred by the Participant that are part of the Project which are LLR Projects in nature (within the meaning of the Drinking Water SRF Act) as determined by the Finance Authority, in order for the Bonds to receive special interest rate treatment under the Drinking Water SRF Program's interest rate policies and practices. The Participant understands and acknowledges that a special interest rate has been applied to the Bonds as a result of a portion of the Project having been identified by the Participant as being a LLR Projects project. In the event LLR Projects Expenditures are hereafter determined by the Finance Authority to be less than the amount referenced in the Participant's related post-bid and other documents submitted to the Finance Authority, then the Finance Authority may request and the Participant shall promptly pay (no later than thirty (30) days after any request), a LLR Projects Adjustment Fee in connection with the Loan. The Participant shall certify to the Finance Authority those Loan disbursements it represents to be its LLR Projects Expenditures when and as required by SRF Policy Guidelines. End of Exhibit D] Filed in Clerk's Office DMS 21914200v4 AUGU 9 [ail DAWN M.JONES CITY CLERK,SOUTH BEND,IN D-- 3 - CITY OF SOUTH BEND COMMU NITY INVESTMENT-F-il-ed_i_n_Cl-er-l<'_s_Oft-ic-e--, August 23, 2023 Council Member Rachel Tomas Morgan Chairperson Community Investment Committee South Bend Common Council County-City Building, 4th Floor South Bend, Indiana 46601 DAWN M, JONES CITY CLERK, SOUTH BENO, IN RE: Resolution Correcting Scrivener's Error: Retail Development Real Property Tax Abatement Petition for Peak Investment and Asset Management LLC Dear Council Member Tomas Morgan: Please find the enclosed resolution correcting a scrivener's error in Resolution No. 5031-23, a Declaratory Resolution adopted by the Common Council on June 26, 2023, and Resolution No. 5040-23, the subsequent Confirming Resolution adopted by the Council on July 10, 2023. Collectively, these two resolutions provide a real property tax abatement for a retail development by Peak Investment and Asset Management LLC. The development receiving the abatement will consist of two retail buildings and a parking lot over three parcels at the corner of Portage Avenue and Elwood Avenue. Unfortunately, the abatement resolutions adopted by the Council included only one of the parcels and inadvertently and in error excluded the other two parcels. The new resolution to be presented to Council for consideration will add the two parcels to the abatement and correct the error. 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, � c:__) � ,_ __/ 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.southbend,n.gov BILL NO. 23-34 Filed ir, Ck>rk's Office AUG 2:h1123 BILL NO. 23-34 RESOLUTION NO. 5031-23 DAWCITYCLERK, M .JSOUO'H BEND,IN A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, CORRECTING SCRIVENER'S ERROR IN RESOLUTION NO. 5031-23 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 1405 Portage Avenue, South Bend, IN 46616 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE-YEAR (5) REAL PROPERTY TAX ABATEMENT FOR Peak Investment and Asset Management LLC AND CORRECTING SCRIVENER'S ERROR IN RESOLUTION NO. 5040- 23 CONFIRMING THE ADOPTION OF RESOLUTION NO. 5031-23 WHEREAS, on June 26, 2023, the Common Council of the City of South Bend, Indiana, adopted Resolution No. 5031-23 designating a certain area within the City as an Economic Revitalization Area for the purpose of tax abatement consideration; and WHEREAS, Resolution No. 5031-23 designated the area described as: Key Number: 71-03-35-360-020.000-026 Commonly Known As: 1405 Portage Avenue Legal Description: Lot C Victory Add& Vac Alley N&Adj& Ex Se Tri Cor to City 20/21 Con w/018-2182-6830 Per Assessors Req IC 6-1.1-5-16 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, on July 10, 2023, the Common Council adopted Resolution No. 5040-23 confirming Resolution No. 5031-23; and WHEREAS, in addition to the area described in Resolution No. 5031-23 and Resolution No. 5040-23, the area designated as an Economic Revitalization Area by Resolution No. 5031-23 and confirmed by Resolution No. 5040-23 should have also included the area described as: Key Number: 71-03-35-360-017.000-026 Commonly Known As: 1301 Elwood Avenue Legal Description: Lot 8 Victory Add Key Number: 71-03-35-360-016.000-026 Commonly Known As: 1305 Elwood Avenue Legal Description: Lot 7 Victory Add and that this additional area was inadvertently excluded in error from Resolution No. 5031- 23 and Resolution No. 5040-23; and WHEREAS, the Common Council desires to correct this scrivener's error appearing in Resolution No. 5031-23 and in Resolution No. 5040-23. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The area designated as an Economic Revitalization Area by Resolution No. 5031-23 as adopted on June 26, 2023, and confirmed by Resolution No. 5040-23 as adopted on July 11, 2023,is deleted and in its place is inserted the area described as: Key Number: 71-03-35-360-020.000-026 Commonly Known As: 1405 Portage Avenue Legal Description: Lot C Victory Add& Vac Alley N&Adj& Ex Se Tri Cor to City 20/21 Con w/018-2182-6830 Per Assessors Req IC 6-1.1-5-16 Key Number: 71-03-35-360-017.000-026 Commonly Known As: 1301 Elwood Avenue Legal Description: Lot 8 Victory Add Key Number: 71-03-35-360-016.000-026 Commonly Known As: 1305 Elwood Avenue Legal Description: Lot 7 Victory Add SECTION II. Resolution No. 5040-23 is reaffirmed in all other respects and will continue in full force and effect according to its terms. 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 AUG 2's lit3 DAWN M.JONES CITY CLERK,SOUTH BEND,IN Filed in Clerk's Office AUG 2 3 ail DAWN M.JONES CITY CLERK,SOUTH BEND,IN MEMORANDUM OF AGREEMENT RETAIL DEVELOPMENT REAL PROPERTY TAX ABATEMENT) This Memorandum of Agreement (Agreement) dated as of August 21, 2023, serves as confirmation of a commitment by Peak Investment and Asset Management LLC(the"Applicant") 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 1405 Portage Avenue and 1301-1305 Elwood Avenue,South Bend, Indiana 46616, and has Key Numbers 71-03-35-360-020.000-026,71-03-35-360-017.000-026, and 71-03-35-360-016.000-026. Throughout the duration of the abatement, the Applicant shall promptly report any changes in the addresses or Key Numbers 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 resolution correcting a scrivener's error in Resolution No. 5031-23 and Resolution No. 5040-23 by the South Bend Common Council (the"SBCC"), the City of South Bend, Indiana, (the"City")commits to provide a five-year 5) retail 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 One Million Four Hundred Thousand Dollars ($1,400,000.00) for the construction of two (2) new retail buildings totaling approximately ten thousand three hundred (10,300) square feet at property identified in Section 1 of this Agreement; and b) 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 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 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 1 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 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. Voidance of Previous Agreement. This Agreement supersedes the Memorandum of Agreement dated June 28,2023,as agreed to by the Applicant and the City. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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: Peak Investment and Asset Management LLC 5199 Gardenia Court West Lafayette,Indiana 47906 Attn: Praveen Gulati,Owner 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 15. 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. 16. 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. 17. 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. 18. 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" Peak Investment and Asset Management LLC City of South Bend, Indiana By: By: - Praveen Gulati Sharon McBride Owner President, South Bend Common Council Peak Investment and Asset Management LLC Approved as to Legal Adequacy and Form this Rachel Tomas Morgan day of 2023. Chairperson, Community Investment Committee Counsel, South Bend Common Council r2 / )) By: Erik Glavich Department of Community Investment Counsel for Applicant By: James Mueller Mayor 5 EXHIBIT A Abatement Schedule Subject to the adoption by the SBCC of a resolution correcting a scrivener's error in Resolution No. 5031-23 and Resolution No. 5040-23, the property owner is qualified for and is granted a retail development real property tax abatement for a period of five (5) years as shown by the schedule outlined below. Year 1 - 100% Year 2 -90% Year 3 -80% Year 4-70% Year 5 -60% Filed in Clerk's Office 1 AUG l :1 DAWN M,JONES CITY CLERK,SOUTH BEND,IN F) RESOLUTION No. 5031-23 Passed by the Common Council of the City of South Bend, Indiana June 26, 20 23 Attest: /(-1"6/ttest: 67:2( City Clerk Dawn M. Jones C\ Attest haA(:l / 1 ( President of Common Council V Presented by me to the Mayor of the City of South Bend, Indiana June 27, 23 20 4/1/AC) i City Clerk Dawn M. Jones Approved and signed by me 1 I 20 2 Mayor BILL NO. 23-34 RESOLUTION NO. 5031-23 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 1405 Portage Avenue, South Bend, IN 46616 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE-YEAR (5) REAL PROPERTY TAX ABATEMENT FOR Peak Investment and Asset Management LLC WHEREAS, a petition for real property tax abatement consideration has been filed with the City Clerk for consideration by the Common Council of the City of South Bend, Indiana, requesting that the area described as: Key Number: 71-03-35-360-020.000-026 Commonly Known As: 1405 Portage Avenue Legal Description: Lot C Victory Add& Vac Alley N&Adj& Ex Se Tri Cor to City 20/21 Con w/018-2182-6830 Per Assessors Req IC 6-1.1-5-16 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,petitioner has agreed to and has accepted responsibility to report any changes in the Key Number and legal description to the Department of Community Investment and to the Office of the City Clerk; and WHEREAS,the Department of Community Investment has concluded an investigation and prepared a report with information sufficient for the Common Council to determine that the area qualifies as an Economic Revitalization Area under Indiana Code 6-1.1-12.1 et seq. and South Bend Municipal Code Sections 2-76 et seq., and has further prepared maps and plats showing the boundaries and such other information regarding the area in question as required by law; and WHEREAS,the Community Investment Committee of the Common Council has reviewed said report and recommended to the Common Council that the area qualifies as an Economic Revitalization Area. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the Petition for Real Property Tax Abatement and the Statement of Benefits form completed by the Petitioner meet the requirements of Indiana Code 6-1.1-12.1 et seq. for tax abatement. SECTION II. The Common Council hereby determines and finds the following: A. That the description of the proposed redevelopment or rehabilitation meets the applicable standards for such development; B. That the estimate of the value of the redevelopment or rehabilitation is reasonable for projects of this nature; C. That the estimate of the number of individuals who will be employed or whose employment will be retained by the Petitioner can reasonably be expected to result from the proposed described redevelopment or rehabilitation; D. That the estimate of the annual salaries of those individuals who will be employed or whose employment will be retained by the Petitioner can be reasonably expected to result from the proposed redevelopment or rehabilitation; E. That the other benefits about which information was requested are benefits that can be reasonably expected to result from the proposed described redevelopment or rehabilitation; and F. That the totality of benefits is sufficient to justify the requested deduction, all of which satisfy the requirements of Indiana Code 6-1.1-12.1-3. SECTION III. The Common Council hereby determines and finds that the proposed described redevelopment or rehabilitation can be reasonably expected to yield benefits identified in the Statement of Benefits, Sections 1 through 3 of the Petition for Real Property Tax Abatement Consideration and the Memorandum of Agreement between the Petitioner and the City of South Bend, and that the Statement of Benefits form completed by the petitioner, said form being prescribed by the State Board of Accounts, is sufficient to justify the deduction granted under Indiana Code 6-1.1-12.1-3. SECTION IV. The Common Council hereby accepts the report and recommendation of the Community Investment Committee that the area herein described be designated as an Economic Revitalization Area and hereby adopts a Resolution designating the area as an Economic Revitalization Area for purposes of real property tax abatement. SECTION V. The designation as an Economic Revitalization Area shall expire on December 31, 2026. SECTION VI. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of five (5) years as shown by the schedule outlined below as well as the attachment pursuant to Indiana Code 6-1.1-12.1-17. Year 1 - 100% Year 2 - 90% Year 3 - 80% Year 4 - 70% Year 5 - 60% SECTION VII. The Common Council directs the City Clerk to cause notice of the adoption of this Declaratory Resolution for Real Property Tax Abatement to be published pursuant to Indiana Code 5-3-1 and Indiana Code 6-1.1-12.1-2.5, said publication providing notice of the public hearing before the Common Council on the proposed confirming of said declaration. SECTION VIII. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Afitite.yt hl t_ Sheh McBride, Council President South Bend Common Council Attest: bid,Ctei. '7"% , V*6"..41 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 02, day of 2023, at 02 o'clock p .m. 4,:et, c ' (' . / Dawn M. Jones, City Clerk Office of the City Clerk Approved and signed by me on the 1' day of 117y 2023, at o'clock m. Js Mueller, Mayor Ci of South Bend Ftled in Cleri<'s Offioe I AUG 2 2 2023 DAWN M. JONES CITY CLERK, SOUTH BEND, IN CITY OF SOUTH BEND COMMUNITY INVESTMENT August 22, 2023 Ms. Sharon McBride President, South Bend Common Council 4th Floor County City Building South Bend, IN 46601 Re: A RESOLUTION OF THE COMMON COUNCIL OF THE CllY OF SOUTH BEND, IN DIANA, APPROVING AND ADOPTING THE MONROE PARK I EDGEWATER NEIGHBORHOOD PLAN Dear President McBride: Scheduled on the Common Council's agenda for August 28th is a resolution, approving and adopting the Monroe Park I Edgewater Neighborhood Plan. The Monroe Park and Edgewater Neighborhoods are adjacent to downtown South Bend and is roughly bounded by Jefferson Boulevard to the north, the St. Joseph River to the east, Dr. Martin Luther King Jr. Boulevard -Michigan Street to the west, and Sample Street to the south. The City of South Bend developed this plan through a process that engaged residents, businesses, institutions, government agencies, and other neighborhood stakeholders. The Monroe Park I Edgewater Neighborhood Plan was approved and adopted by the South Bend Plan Commission on August 21, 2023. A representative from the Department of Community Investment will present at the Committee and full Council meetings. Thanks for your consideration of this bill. Sincerely, Angela Rose Senior Planner BILL NO. 23-53 Filed in Clerk's Office AUG 22 `113 BILL NO. 23-53 DAWN M. JONES CITY CLERK, SOUTH BEND, IN RESOLUTION NO. 5050-23 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROVING AND ADOPTING THE MONROE PARK I EDGEWATER NEIGHBORHOOD PLAN WHEREAS, the City of South Bend, Indiana, recognizes the need to improve and revitalize the Monroe Park I Edgewater Neighborhoods through strategic planning; and WHEREAS, in 2006, City Plan, the Comprehensive Plan for South Bend, was adopted by the Area Plan Commission of South Bend -St. Joseph County and the Common Council of the City of South Bend pursuant to the provisions of Indiana Code 36-7-4-500 et. seq. as a statement of policy for the land use development of the jurisdiction; and WHEREAS, Policy LU 1.1 of City Plan is to "pursue the development of area -specific plans with broad community involvement" to provide strategic direction in the future growth and development of that area, and to achieve the City Plan Goal "to encourage sustainable growth that preserves and enhances the character of South Bend and ensures compatibility of land uses in the community"; and WHEREAS, the City of South Bend, has undertaken the responsibility to prepare a plan for the Monroe Park I Edgewater Neighborhoods; and WHEREAS, the Monroe Park I Edgewater Neighborhood Plan is a strategic revitalization plan that was created with input from a variety of stakeholders, including residents and property owners, and area stakeholders and other organizations; and WHEREAS, the Monroe Park I Edgewater Neighborhood Plan contains revitalization strategies, detailed land use and zoning plans for the development of the area, and a strategic implementation matrix, all with public and private sector investment opportunities; and WHEREAS, the South Bend Plan Commission has approved the Monroe Park I Edgewater Neighborhood Plan by resolution, has certified it to Common Council of the City of South Bend, and has provided it with a favorable recommendation; and WHEREAS, the Common Council of the City of South Bend, Indiana has the authority to amend a comprehensive plan if it finds the content to be appropriate and in the best interests of the community; and WHEREAS, the Monroe Park I Edgewater Neighborhood Plan, which is attached hereto and incorporated herein, contains all the elements necessary to strategically guide development in its specific area and is appropriate and in the best interest of South Bend and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA AS FOLLOWS: SECTION I: The Monroe Park I Edgewater Neighborhood Plan, a true and complete copy of which is attached hereto and incorporated herein, shall be and hereby is approved. SECTION II: The adoption of the Monroe Park I Edgewater Neighborhood Plan amends City Plan, the Comprehensive Plan for South Bend, by providing further direction for the area of land within the boundaries of the Monroe Park I Edgewater Neighborhood Plan. SECTION III: That this Resolution shall be in full force and effect from and after its adoption by the Common Council. Member of the Common Council Filed in Clerk's Office AUG 2 21023 DAWN M. JONES CITY CLERK, SOUTH BEND, IN M ONRCJL PARK NEIGHBORHOOD ASSOCIATION, INC. S40 S. Carroll St. SOUTH BEND, INDIANA 46601 August 1S, '023 South Bend Plan Commission 1400 County City Building 227 W. Jefferson Blvd, South Bend, IN 45601 Re: Letter of Support for the Monroe Park Edgewater Neighborhood Plan Dear Members of the South Bend Plan Commission: Filed in Clerk's Office F`_ . I AUG 2 2 2123 DRAWN . JUNES CITY CLERK, SOUTH BEN As president of the Monroe Park Neighborhood Association, I am writing in support of the Monroe Park Edgewater Neighborhood Plan. The association is confident that the plan reflects priorities important to the neighborhood and its residents accomplished through a series of conversations with residents, businesses, and others over the past year. We will look forward to seeing the plan projects and other improvements carried out in a responsive, responsible way so residents can see rapid benefits towards the eventual completion of longer-term projects that will bring future gains to the Monroe Park Neighborhood. We understand the market forces within our economic system and community. And yet, we remain especially hopeful of collaboratively working with the city of South Bend in the coming years to ensure Monroe Park remain a pedestrian friendly neighborhood. We want to emphasize our desire that all efforts to support and promote neighborhood safety are utilized as projects are developed. And, we want to emphasize our belief that our neighborhood diversity be seen as a strength and something to be respected and promoted moving forward in all the years to come. Sincerely, J Mike oman, President Monroe Park Neighborhood Association 508 E. South St. South Bend, IN 46601 574-386-3216 jmikecoman2@gmail.com JZ] Filed in Clerk's Office AUG 2 2 2023 RESOLUTION NO. KJ-3 r DAWN M, JONES CITY CLERK, SOUTH BEND, IN A RESOLUTION OF THE PLAN COMMISSION OF THE CITY" OF SOUTH BEND, INDIANA, APPROVING AND ADOPTING THE MONROE PARK I EDGEWATER NEIGHBORHOOD PLAN WHEREAS, the City of South Bend, Indiana, recognizes the need to improve and revitalize the Monroe Park I Edgewater neighborhoods through strategic planning; and WHEREAS, the South Bend Plan Commission is empowered to prepare, approve, and certify a Comprehensive Plan for its area of jurisdiction by the provisions of Indiana Code, Section 36-7-4-500 et. seq. entitled "500 Series -- Comprehensive Plan"; and WHEREAS, in 2006, City Plan, the Comprehensive Plan for South Bend, was adopted by the Area Plan Commission of South Bend -St. Joseph County and the Common Council of the City of South Bend pursuant to the provisions of Indiana Code 36-7-4-500 et. seq. as a statement of policy for the land use development of the jurisdiction; and WHEREAS, Policy LU 1.1 of City Plan is to pursue the development of area -specific plans; and WHEREAS, the Monroe Park I Edgewater Neighborhood Plan is a strategic revitalization plan that was created with input from a variety of stakeholders, including residents and property owners, and area businesses and other organizations; and WHEREAS, the Monroe Park I Edgewater Neighborhood Plan contains revitalization strategies, detailed land use and zoning plans for the development of the area, and a strategic implementation matrix, all with public and private sector investment opportunities; and WIIEREAS, the South Bend Plan Commission and the legislative body in preparing and considering land use proposals, are tasked under Indiana Code 36-7-4-603 to pay reasonable regard to: (1) the comprehensive plan; (2) current conditions and the character of current structures and uses in each district; (3) the most desirable use for which the land in each district is adapted; (4) the conservation of property values throughout the jurisdiction; and (5) responsible development and growth; and WHEREAS, the South Bend Plan Commission has reviewed the land use development and potential future development of the Northeast Neighborhood as defined by the Monroe Park I Edgewater Neighborhood Plan. NOW, THEREFORE, BE IT RESOLVED by the South Bend Plan Commission as follows: 1. That the Monroe Park I Edgewater Neighborhood Plan, which is attached to and made a part of this Resolution, is approved as the land use policy for the future land use development of the area considered and is submitted to the South Bend Common Council for their consideration and action. 2. That the Monroe Park I Edgewater Neighborhood Plan conforms to the plan of development for the City. 3. That the Monroe Park I Edgewater Neighborhood Plan is in all respects approved, certified, ratified and confirmed. 4. That the Secretary of the Plan Commission is hereby directed to file a copy of the Plan with the minutes of this public meeting. 5. That this Resolution shall be in full force and effect from and after its adoption by the South Bend Plan Commission. Passed by the South Bend Plan Commission this day of sfi 12023. ATTEST: Angel _Smith Secretary South Bend Plan Commission Scot President South Bend Plan Commission 2- Filed in Clerk's Office AUG 2 2 2023 DAWN M. JONES CITY CLERK, SOUTH SEND, IN City of South Bend BOARD OF ZONING APPEALS County-City Building 227 W. Jefferson Blvd. 1400S South Bend, IN 46601 . O�WN M. JONES CITV Cl.ERK, SOUTH BEND, IN I Staff Report -BZA#0l96-23 August 7, 2023 Property Information Location : 3003 LINCOLNWAY and the LOT WEST of 3003 LINCOLNWAY Owner: SALAMEH RAMADAN AND TAMI-LYN Project Summary Have a U-haul rental lot. Use the Vibrant Places grant to assist with project. Requested Action Special Exception : Vehicle Sales or Rental Site Location Staff Recommendation Based on the information available prior to the public hearing , the Staff recommends the Board send the petition to the Common Council with a favorable recommendation . SOUT H B EN D BOA RD OF Z O NING A PP EALS Page 1 of3 Staff Report -BZA#Ol 96-23 Proposed Site Plan SO UT H B EN D BO A RD OF ZO N I NG A PPE A L S Au gu s t 7 , 2023 018-2 J.2-1457 OS.-0~-'0 1-01 OJ0-016 3'Y'.tE3L! -'.C'"~ , .. =: I' ::OORL \'\c'"'= ,,..fc Al.All!::, 1<AM A0AN A~,D TAM-LYN Page 2 of3 Staff Report -BZA#O l 96-23 August 7 , 2023 Criteria for Decision Making: Special Exception A Special Use may only be granted upon making a written determination, based upon the evidence presented at a public hearing, that: 1) The proposed use will not be injurious to the public health, safety, comfort, community moral standards, convenience or general welfare; The proposed use should not be injurious to the public health , safety , or general welfare of the community . The site is located along a commercial corridor. With proper buffering , the use is appropriate to the area. 2) The proposed use will not injure or adversely affect the use of the adjacent area or property values therein; With proper landscaping and buffering , the proposed use should not adversely impact the use or value of the adjacent properties . The property will be brought up to the current development standards for the use and district. 3) The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein; While auto-related uses are often not compatible with the NC Neighborhood Center District, this area is a heavily traveled commercial corridor. This property is in close proximity to properties zoned C Commercial and I Industrial. 4) The proposed use is compatible with the recommendations of the Comprehensive Plan. The West Side Main Streets Plan (2015), an amendment to the Comprehensive Plan , encourages restoration of the historic walkable development pattern along Lincolnway West. This site , located at the Bendix Node ,changes from urban to suburban and is less walkable due to the heavy traffic , as well as the proximity to the commercial and industrial traffic. Analysis & Recommendation Analysis: The proposed use as a vehicle rental facility is compatible with the surrounding area . The site is in close proximity to the Bendix node which is occupied by commercial and industrial uses . The site will be brought up to the current standards which will improve traffic safety , landscaping , and other site conditions . Staff Recommendation: Based on the information available prior to the public hearing, the Staff recommends the Board send the petition to the Common Council with a favorable recommendation . Ftled in C~rk's Office AUG O9 202'.I DAWN M. JONES CITY CLERK, SOUTH BEND, IN SOUT H B EN D BO A RD OF ZO N I N G APP EA L S Page 3 of3 BILL NO. 23-23 �o?LAN Co ,._� v' .::, '/:. 0 0 V, z esi-�8( ISHEO 7-Q-r' City of South Bend PLAN COMMISSION August 23, 2023 South Bend Common Council 227 W. Jefferson Blvd., 4th Floor South Bend, IN 46601 County-City Building 227 W. Jefferson Blvd. 1400S South Bend, IN 46601 (574)235-7627 www.southbendin.gov/zoning Filed in Clerk's Office ,..AUG 2 3. l-023 I DAWN M. JONES CITY Ci.ERK, SOUTH BENO, IN Re: Bi11#44-23 -A proposed ordinance ofGREYSTONE DEVELOPERS LLC to zone from Ul Urban Neighborhood 1 to U2 Urban Neighborhood 2, property located at 1006 ST VINCENT ST, City of South Bend -PC # 0165-23 Dear Council Members: I hereby Certify that the above referenced ordinance of GREYSTONE DEVELOPERS LLC was legally advertised on July 7, 2023 and that the South Bend Plan Commission at its public hearing on August 21, 2023, took the following action: Upon a motion by Jason Piontek, being seconded by Kyle Copelin and unanimously carried, a proposed ordinance of GREYSTOI\TE DEVELOPERS LLC to zone from Ul Urban Neighborhood 1 to U2 Urban Neighborhood 2, property located at 1006 ST VINCENT ST, City ofSouth Bend is TABLED to the September 18, 2023, Plan Commission meeting. Please table this petition to the September 25, 2023, Council meeting to allow for it to be properly heard by the Plan Commission. Sincerely, &J�tir-- Zoning Administrator Attachment CC: GREYSTONE DEVELOPERS LLC Danch, Hamer & Associates Bob Palmer Tim Corcoran Planning Director Angela Smith Zoning Administrator Scott Ford Commission President BILL NO. 44-23 red in Clerk's Officelay12023BILLNO. 44-23 ORDINANCE NO. DAWN M. VNES INCLERK,SOUTH BEND, IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED 1006 ST VINCENT STREET COUNCILMANIC DISTRICT NO. 4 IN THE CITY OF SOUTH BEND,INDIANA STATEMENT OF PURPOSE AND INTENT Petitioner desires to rezone the property from U1 Urban Neighborhood 1 to U3 Urban Neighborhood 3 NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. Ordinance No. 10689-19, which ordinance is commonly known as the Zoning Ordinance of the City of South Bend, Indiana, be and the same hereby amended in order that the zoning classification of the following described real estate in the City of South Bend, St. Joseph County, State of Indiana: That part of the Northeast Quarter of Section 1, Township 37 North, Range 2 East, Portage Township, City of South Bend, St. Joseph County, Indiana which is described as: Part of Lots # 101, 102 and 103 of the Plat of"Sorin's 2nd Addition to the Town of Lowell, now City of South Bend" as recorded in the records of the St. Joseph County, Indiana Recorder's office, and more particularly described as: Beginning at the Northeast corner of said Lot # 101; thence South (all bearings assumed) along the East lines of said Lots, # 101, 102 and a portion of Lot # 103, a distance of 158 feet more or less; thence West a distance of 50 feet more or less; thence North a distance of 158 feet more or less to the North line of said Lot# 101 said North line also being the South right-of-way line of St. Vincent Street; thence East along said Lot line and South right-of- way line a distance of 50 feet to the point of beginning. Containing 0.18 acres more or less. Subject to all legal highways, easements and restrictions of record. be and the same is hereby established as U3 Urban Neighborhood 3. SECTION II. This ordinance is and shall be subject to commitments as provided by Chapter 21-12.07(f)(7) Commitments, if applicable. SECTION III. This Ordinance shall be in full force and effect from and after its passage by the Common Council and approval by the mayor, and legal publication, and full execution of any conditions or Commitments placed upon the approval. 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, Indiana Filed in Clerk's Office JUN 2 1 2023 DAWN M.JONES CITY CLERK,SOUTH BEND,IN 2 - oPLANciiiCounty-City Building City of South Bend 227 W.Jefferson Blvd. 1400S 1IZ South Bend,IN 46601 I PLAN COMMISSION 574)235-7627 www.southbendin.gov/zoning AB"S"`p7 Filed in Clerk's Office July 18,2023 JUL 1 8 ?c DAWN M.JONES CITY CLERK,SOUTH BEND, IN South Bend Common Council 227 W.Jefferson Blvd.,4th Floor South Bend,IN 46601 Re:Bill#44-23 -A proposed ordinance of GREYSTONE DEVELOPERS LLC to zone from U1 Urban Neighborhood 1 to U2 Urban Neighborhood 2,property located at 1006 ST VINCENT ST,City of South Bend-PC#0165-23 Dear Council Members: I hereby Certify that the above referenced ordinance of GREYSTONE DEVELOPERS LLC was legally advertised on July 7,2023 and that the South Bend Plan Commission at its public hearing on July 17, 2023 took the following action: Upon a motion by Jason Piontek,being seconded by Francisco Fotia and unanimously carried,a proposed ordinance of GREYSTONE DEVELOPERS LLC to zone from U1 Urban Neighborhood 1 to U2 Urban Neighborhood 2,property located at 1006 ST VINCENT ST,City of South Bend is TABLED to the August 21,2023 Plan Commission meeting. Please table this petition to the August 28,2023 Council meeting to allow for it to be properly heard by the Plan Commission. Sincerely, A‘.M mitth Zoning Administrator Attachment CC: GREYSTONE DEVELOPERS LLC Danch,Harper&Associates Bob Palmer Tim Corcoran Angela Smith Scott Ford Planning Director Zoning Administrator Commission President N0PLaNc. County-City Building o/ o City of South Bend 227 W. Jefferson Blvd. 14005 IISouth Bend, IN 46601 PLAN COMMISSION 574) 235-7627 www.southbendin.gov/zoning filed in Clerk's Office June 21, 2023 Honorable Committee Chair Hamann JUN 2 1 2023_i4thFloor, County-City Building DAWN M.JONES South Bend, IN 46601 CITY CLERK,SOUTH BEND,IN RE: 1006 St. Vincent Street PC#0165-23 Dear Committee Chair Hamann: Enclosed is an Ordinance for the proposed Zone Map Amendment at the above referenced location. Please include the attached Ordinance on the Council agenda for first reading at your June 26, 2023, Council meeting, and set it for public hearing at your July 24, 2023,Council meeting. The petition is tentatively scheduled for public hearing at the July 17, 2023, South Bend Plan Commission meeting. The recommendation of the South Bend Plan Commission will be forwarded to the Office of the City Clerk by noon on the day following the public hearing. The petitioner provided the following to describe the proposed project: Petitioner desires to rezone the property from U1 Urban Neighborhood 1 to U3 Urban Neighborhood 3 to build four (4) residential condominium units on the property. If you have any questions, please feel free to contact our office. Sincerely, If11t,L /IL . Kari Myers Zoning Specialist CC: Bob Palmer Tim Corcoran Angela Smith Scott Ford Planning Director Zoning Administrator Commission President City of South Bend PLAN COMMISSION Petition for Rezoning or Combined Public Hearing Property Information Tax Key Number: 018-5105-3685 Address: 1006 St. Vincent Street, South Bend, IN 46617 Owner: Greystone Developers LLC Legal Description: That part of the Northeast Quarter of Section 1, Township 37 North, Range 2 East, Portage Township, City of South Bend, St. Joseph County, Indiana which is described as: Part of Lots# 101, 102 and 103 of the Plat of Sorin's 2nd Addition to the Town of Lowell, now City of South Bend"as recorded in the records of the St. Joseph County, Indiana Recorder's office, and more particularly described as: Beginning at the Northeast corner of said Lot# 101;thence South (all bearings assumed)along the East lines of said Lots, # 101, 102 and a portion of Lot# 103, a distance of 158 feet more or less;thence West a distance of 50 feet more or less; thence North a distance Project Summary The Petitioner desires to rezone to U3 Urban Neighborhood District to build 4 residential condominium units on the property. Requested Action Application includes (check all that apply) Rezoning Current District: U1 Urban Neighborhood 1 Additional Districts, if applicablE Proposed District U3 Urban Neighborhood 3 Additional Districts, if applicablE The Plan Commission and Council will consider the following in the review of a rezoning petition: 1) The comprehensive Plan: 2) Current conditions and the character of the current structures and uses in each district: 3) The most desirable use for which the land in each district is adapted,- 4) dapted;( 4) The conservation of property values throughout the jurisdiction;and 5) Responsible development and growth. Fl Subdivision — complete and attach subdivision application n Special Exception —complete and attach Criteria for Decision Making Use requested: n Variance(s) - List variances below, complete and attach Criteria for Decision Making Variance(s) requested: Required Documents Completed Application (including Contact Information) E Site Plan drawn to scale n Filing Fee Additional documents as noted above Contact information Property owner(s) of the petition site: Name: Greystone Developers LLC Address: 1130 South Bend Avenue, Suite 350 South Bend, Indiana 46617 Name: Address: Name: Address: Contact Person: Name: Danch, Harner & Associates, Inc. Attn: Michael Danch Address: 1643 Commerce Drive South Bend, Indiana 46628 Phone Number: 574-234-4003 mdanch@danchharner.com,jballard@danchharner.com E-mail: By signing this petition, the Petitioner/Property Owners of the above described Real Estate acknowledge they are responsible for understanding and complying with the South Bend Zoning Ordinance and any other ordinance governing the property. Failure of staff to notify the petitioner of a requirement does not imply approval or waiver from anything contained within the ordinance. The undersigned authorizes the contact person listed above to represent this petition before the South Bend Plan Commission and Common Council and to answer any and all questions related to this petition. Property Owner (s) Signatures: PRELIMINARY SITE PLAN PART OF THE NORTHWEST QUARTER OF SECTION 1, TOWNSHIP 37 NORTH, RANGE 2 EAST, CITY OF SOUTH BEND, PORTAGE TOWNSHIP, ST. JOSEPH COUNTY, INDIANA. SITE ST. VINCENT STREET 1 _. THAT PART OF 1NORM11010EASI QUARTER OF S 1. TOWNSHIP 3T p .11E NORTH.RANGE 2 FAST. PORTAGE 10MN911P.CITY OF SOUTH BOO. ST. 9 9 4 JOSEPH COUNTY.UDWN WHICH S°ESCROE0 A5:PMT 0i LOTS I 101. 103 AND 103 OF 111E PUT OF'50Rx'5 P.MORTON TO 111E TOWN OF LOWELL NOW CITY OF SOUTH NG CORCCOROED IN THE RECORDS OF THE N BE ST.JOSEPH COUNTY,UDWM RECORDER'S OFFICE.ANO MORE PMOCUJR3 7 SITE LDOOgN YIP OESOMBED M:BEGIN.°AT THE NORTHEAST CORNEA OF SND LOT/101: THOLE SOUTH(ALL BERMS ASSUMED)ALONG THE EAST UFS OF SND LOB.1 505 EDA 05 A PORION O LUT/ tRE A DISTANCE0051 OF 00 FEET I / ell., O MORE OR LLA:THENCE WEST A GSIANCE OF DO FEET MORE OR IE55; ut. OF H.0 A DISTANCE OF 156 FEET MORE OR IEA 10 THE NORTH I' E 2m ME / SC NORM TE NSF BEING RIGHT-0E-2m UNE 1 5T.WHCENT AMF51 HENCE 0 0 NANO SND IATUNEM0soU01ROM-0i-MT UNE•015'1NCE OF R FEET 1F HTE PONT OF N CHUTNNING0.18 ACRES MORE Cl LESS. KiY NOTii/I FUND' RECORD.TO ALL LEGAL 00 M00015. FASFME115 D RESTRICTIONS OF S PROPOSED ASPWLT. N.... A.—I O AW 00. ©O 0 PAA am wE CI I.I.:i.:1 L.,v C: OZ PROPOSED CONCRETE 00(1000- NDMIG mow. a'MME.moo:WHITE. Al/ • DWELLING O FENONO N10NED PER 20111110 ORO.E. IT 1 0 M5PROPOSEDORNMACESYSTEMAREA O PROPOSED usasosPOc. 3TORIES R a W 1 OG PROPOSED.0 COMPAQ RFT E OP 91E A).PROPOSED 9MDWL.__...._....__—.__.At/b MIf p} B).CMOETE AM.. I......_.._.._.._._61 iD>s F 7 J C) OPER SP PAWT LI._....._..._..____—.1.]W IIID y yy D}OPER SPACE 1.013 2ED3i /0./*,t' RJ. ALL PER O TOMMAGEFCU S TO Q. 11.1 BY OH-9E ONARIAQ MIFM1ZSEEDPEROIYOP5011THROTO01QEFAR10STAtOMOS G U 5A 11E PROPERTY N ID ff..BY PUBLL M.F SEFEA SS.. O M B) LNOSfiPWc TO CC..WM OTY OP SOUTH RHO marc ORRNAX2R3TORIESRW J N BURD110 15(a-STOP. w M w ceW CI DWELUNG PROPERTY cc'fR0C$ T R 3 TORIES R • 1 Q J oYMD SEBKN w Filed in Clerk's l i \\5'sae YARD SETBM[ z ffice OC 5'REM YARD SETMMN 00 • g 0 w N 22 —O ° 01 JUN 2, 1 2023 21 1A` IiI 5 a i. pN ii OSOD DAW/Tl. M D,sc.FxaF1Ra. A i D a 3d 110 d ICi e1NG ERK, p''KEBENISCALEI' '" 0 PRELIMINARY SITE PLANRIP it W wN HN:FN a a UPN NPm E11)t B' °-'P _ Q KDFE 6RWI1 e.. REVISIONS MEI IW'IP 1 IP i 6/16/t3 RTu ns,u mon I•V*0../ QY O I f SGVED Ds BF. DOE BY 1/1 iRa„•..,.... •._ PH um' . i I. RE a PIM YMO! 1301615 SMM City of South Bend BOARD OF ZONING APPEALS August 8, 2023 Common Council of South Bend 227 W. Jefferson Blvd, 4th Floor South Bend, IN 46601 County-City Building 227 W. Jefferson Blvd. 1400S South Bend, IN 46601 (574)235-7627 Filed in Clerk's Office I AUG O 9 ,en i / DAWN M. JONES CITY CLERK, SOUTH BEND, IN Re: The petition of RONALD E KOEHLER seeking a Special Exception for a Group Residence in the U3 Urban Neighborhood 3 for property located at 1044 LINCOLNWA Y, BTLL#48-23 Dear Council Members: I hereby Certify that the above referenced petition of RONALD E KOEHLER was legally advertised on July 28, 2023 and that the South Bend Board of Zoning Appeals at its public hearing on August 7, 2023 took the following action: Upon a motion by Kyle Copelin, being seconded by Mark Burrell and unanimously carried, a petition by RONALD E KOEHLER seeking a Special Exception for a Group Residence for property located at 1044 LINCOLNW A Y, City of South Bend, is sent to the Common Council with a favorable recommendation, subject to a writte commitment that no more than one person or family shall be permitted per bedroom, and will issue written Findings of Fact. The staff comments related to this petition are attached. The Findings of Fact will be adopted at the next South Bend Board of Zoning Appeals meeting. Minutes of the public hearing are available in our office and will be posted on our website once approved. If you have any questions, please feel free to contact our office. Sincerely, �?1� Angela M. Smith Zoning Administrator Attachment CC: RONALD E KOEHLER K.Sue Hurley BILL NO. 48-23 Filed in Clerk's Office BILL NO.48-23 JUL 13 70,1 DAWN M.JONESORDINANCENO. LCCSNfl, IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROVING A PETITION OF THE ADVISORY BOARD OF ZONING APPEALS FOR THE PROPERTY LOCATED AT 1044 LINCOLNWAY WEST, COUNCILMANIC DISTRICT NO. 1 IN THE CITY OF SOUTH BEND, INDIANA STATEMENT OF PURPOSE AND INTENT Request a Special Exception to allow for the use of a group residence. NOW,THEREFORE, BE IT ORDAINED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council has provided notice of the hearing on the Petition from the Advisory Board of Zoning Appeals pursuant to Indiana Code Section 5-14-1.5-5, requesting that a Special Exception be granted for property located at: 1044 Lincolnway West. South Bend, IN 46619. 018-1035-1508 In order to permit a Group Residence SECTION II. Following a presentation by the Petitioner, and after proper public hearing, the Common Council hereby approves the petition of the Advisory Board of Zoning Appeals, a copy of which is on file in the Office of the City Clerk. SECTION III. The Common Council of the City of South Bend, Indiana, hereby finds that: 1. The proposed use will not be injurious to the public health,safety,comfort, community moral standards, convenience, or general welfare; 2. The proposed use will not injure or adversely affect the use of adjacent area of property values therein; 3. The proposed use will be consistent with the character of the district in which it is located, and the land uses authorized therein; 4. The proposed use is compatible with the recommendations of the City of South Bend Comprehensive Plan; SECTION IV. Approval is subject to the Petitioner complying with the reasonable conditions, if any, established by the Advisory Board of Zoning Appeals which are on file in the Office of the City Clerk. SECTION V. This Ordinance shall be in full force and effect from and after its passage by the Common Council and approval by the Mayor, and legal publication, and full execution of any conditions or Commitments placed upon the approval. 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, Indiana Filed in Clerk's Office JUL 13 ?071 D CITY C E KN OUTTH BEND,IN 2 - Staff Report— BZA#0220-23 August 7, 2023 Property Information Location: 1044 LINCOLNWAY Owner RONALD E KOEHLER Project Summary Request a special exception to allow for the use of a Group Residence. Requested Action Special Exception: a Group Residence Site Location 0 l P• q a.g f INCo( I I, cif e . .. ch.,A , 14 44h fir illi-•44(•,—„ diaikit: 34/11 4. 1111111k.: ' ''''4'4.---.._littet.,:k.: r,...... , ,., , ,,_ ,,, ._ hi. r 0.0 040::( ,,, Ir 0,-;?..4." ._ - - 4' 1," 19 „.. ,. Irlt 11 4111111W, , .__1 • /Z- .41: 0 .:4P It". 1. 1'7;4'. AO: ' ZA i 'S Arlimi„ :,: ...„,r,.,,,,,.. , r qt 1 , - . . ', 1` t'_ mfr., 1,:_r .1 .. "' Staff Recommendation Based on the information provided prior to the public hearing, the Staff recommends the Board send the petition to the Common Council with a favorable recommendation subject to a limit of one person per bedroom. SOUTH BEND BOARD OF ZONING APPEALS Page 1 of 3 Staff Report—BZA#0220-23 August 7, 2023 Proposed Site Plan N,jy 1Yµ; Vi x''...n w rpt X' j y I. ,..4-....,,.:;•••' i 1.1411' flo. h t RSK p 1 SOUTH BEND BOARD OF ZONING APPEALS Page 2 of 3 Staff Report—BZA#0220-23 August 7, 2023 Criteria for Decision Making: Special Exception A Special Use may only be granted upon making a written determination, based upon the evidence presented at a public hearing, that: 1) The proposed use will not be injurious to the public health, safety, comfort, community moral standards, convenience or general welfare; The proposed use should not be injurious to the public health, safety, comfort or general welfare of the community. A group residence aligns with the residential character of the immediate surrounding properties. The property is located on a mixed use cor 2) The proposed use will not injure or adversely affect the use of the adjacent area or property values therein; The proposed use should not injure or adversely affect the use of the adjacent area or property values. The property will still function as a residential dwelling unit. 3) The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein; This group residence will be consistent with the character of the district and neighborhood in both use and style of construction. Lincolnway West is a mixed use corridor and the current structure is large residential building suitable for multiple indivi 4) The proposed use is compatible with the recommendations of the Comprehensive Plan. The petition is consistent with the City Plan, South Bend Comprehensive Plan (2006) Objective H1.1: Encourage residential developments to contain a mix of housing types, densities, price ranges. and amenities. Analysis & Recommendation Analysis: Lincolnway West has a mix of commercial and industrial uses of varying intensity along the surrounding stretch. The property is currently zoned for multifamily use which would allow for an apartment complex. The dwelling is consistent with the character of the district in the housing style. Staff Recommendation: Based on the information provided prior to the public hearing, the Staff recommends the Board send the petition to the Common Council with a favorable recommendation subject to a limit of one person per bedroom. Filed in Clerk's Office AUG U 9 11 DAWN M.JONES CITY CLERK,SOUTH BEND,IN SOUTH BEND BOARD OF ZONING APPEALS Page 3 of 3 Filed in Clerk's Office City of South Bend BOARD OF ZONING APPEALS JUL 13'202' DAWN M.JONES July 13, 2023 CITY CLERK,SOUTH BEND,IN Honorable Lori Hamann 4th Floor, County-City Building South Bend, IN 46601 RE: Special Exception Use at 1044 Lincolnway West Dear Committee Chair Hamann: Enclosed is an Ordinance for the proposed Special Exception Use at the above referenced location. Please include the attached Ordinance on the Council agenda for first reading at your July 24, 2023, meeting and set it for public hearing at your August 14, 2023, Council meeting. The petition is tentatively scheduled for public hearing at the August 7, 2023, South Bend Board of Zoning Appeals meeting. The staff report and recommendation of the South Bend Board of Zoning Appeals will be forwarded to the Office of the City Clerk by noon on the Wednesday following the public hearing. The petitioner provided the following to describe the proposed project: A Special Exception to allow for the use of a group residence. The full petition is attached for your reference. Changes may occur between the filing and the public hearing. Any substantial changes will be identified at the Council meeting. If you have any questions, please feel free to contact our office. Sincerely, F(amt-c ` 2-vJ Kari Myers Zoning Specialist CC: Bob Palmer County-City Building 227 W.Jefferson I South Bend, IN 46601 1574-235-7627 www.southbendin.gov/zoning City of South Bend 227 W. Jefferson - Suite 1400S South Bend, IN 46601 BOARD OF ZONING APPEALS zoning@southbendin.gov Petition for Variance - Special Exception Property Information d l - , 0 3 S -- i SOg RECEIVED JUL 10 7023 Tax Key Number: D J Address: I L f Owner: - -12I `t,0- Zoning: Choose the current district ik, J Project Summary: 44,\,* 11 O e7 v o---T i - ' 1pi bc,L.c e- Imo- Requested Action Special Exception — comple e and attach Criteria for Decision Makin Use requested: • V' C, r Ye) l ,4A45f Variance(s) - List variances below, complete and attach Criteria for Decision Making Variance(s) requested: Required,Documents FV/Completed Application (including Criteria{ for Decision Making and Contac9 / forr atiop) Df'p"""'Site Plan drawn to scale CviQ( 1( ` j0( 1 I Filing Fee Ill) 11) : ' ; Per x• (A- 1/- 4-0- ii A- -y Criteria for Decision Making Special Exception - if applicable A Special Exception may only be granted upon making a written determination, based upon the evidence presented at a public hearing. Please address how the project meets the following criteria. 1) The proposed use will not be injurious to the public health, safety, comfort, community moral standards, convenience or general welfare, because: NitkA)U___— N4)0 P t 0,62.-ev....0,..,...) ti.pciY-vm o r, ' IN)(1-.. f?._.e.,tr\.) Q.., ek_. --tk.Q_ A , .' J44D)---„ )._eArr-- , 2) The proposed use will not injure or adversely affect the use of the adjacent area or property values therein, because: Nir)CULa-- 0- 03 Q ., DoLvi , . , KTAA cia, 06trY.4---, '4-- 1 NLe' efuliL3U_Aick DA 3) The proposed use will be consistent with the character of the district in which it is located and the land uses authorized therein, because: r-C—S .dc,),Jici. )—J I . ' tiv,A4C,_. it") i'L di___ejcsbrio , 4) The proposed use is compatible with the recommendations of the Comprehensive Plan, because: Contact Information Property owner(s) of the petition site: Name: ,Y\G 0 016\y: Address: 5" ff t_y_ Lftf- Name Address Name, Address: Contact Person: Name:0 1iJ. j I\ Address: . ( UMU 0_,\ O i a I 1 A _ilk L5I lA d Phone Number: C7D C) Ti1 S E-mail: d By signing this petition, the Petitioner/Property Owners of the above described Real Estate acknowledge they are responsible for understanding and complying with the South Bend Zoning Ordinance and any other ordinance governing the property. Failure of staff to notify the petitioner of a requirement does not imply approval or waiver from anything contained within the ordinance. The undersigned authorizes the contact person listed above to represent this petition before the South Bend Plan Commission and Common Council and to answer any and all questions related to this petition. Property Owner (s) Signatures: X(71- I d Gdt/ L/eZ_, Filed in Clerk's Office JUL 13 ?I17.1 CITY C E K SOUTTH BEND,IN August 23, 2023 City of South Bend PLAN COMMISSION Honorable Lori Hamann 4th Floor, County-City Building South Bend, IN 46601 RE: 23 114 Lincolnway West PC#0l72-23 Dear Ms. Hamann: County-City Building 227 W. Jefferson Blvd. 1400S South Bend, IN 46601 (574)235-7627 www.southbendin.gov/zoning Filed in Clerk's Office I AUG 2 3?023 DAWN M. JONES CITY CLERK, SOUTH BENO, IN Enclosed is an Ordinance for the proposed Zone Map Amendment at the above referenced location. Please include the attached Ordinance on the Council agenda for first reading at your August 28, 2023, Council meeting, and set it for public hearing at your October 23, 2023 Council meeting. The petition is tentatively scheduled for public hearing at the September 18, 2023 South Bend Plan Commission meeting. The recommendation of the South Bend Plan Commission will be forwarded to the Office of the City Clerk by noon on the day following the public hearing. The petitioner provided the following to describe the proposed project: Petitioners desire to annex and zone the property to I Industrial to allow for the development of a carwash and detail facility for car rental businesses at the airport. If you have any questions, please feel free to contact our office. Sincerely, Upn� Angela Smith Zoning Administrator CC: Bob Palmer Tim Corcoran Planning Director Angela Smith Zoning Administrator Scott Ford Commission President BILL NO. 50-23 Filed in Clerk's Office BILL NO. 50-23 AUG 2 11123 DAWN M.JONES ORDINANCE NO. CITY CLERK,SOUTH BEND,IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,ANNEXING TOAND BRINGING WITHIN THE CITY LIMITS OF SOUTH BEND, INDIANA,AND AMENDING THE ZONING ORDINANCE FOR PROPERTY LOCATED AT 23114 LINCOLN WAY WEST,COUNCILMANIC DISTRICT NO. 1 IN THE CITY OF SOUTH BEND, INDIANA STATEMENT OF PURPOSE AND INTENT Petitioners desire to annex and rezone property address from County Zoning District Unincorporated St. Joseph County to proposed SB District NOW,THEREFORE, BE IT ORDAINED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. That the following described real estate is situated in St. Joseph County, Indiana,being contiguous by more than one-eighth(1/8)of its aggregate external boundaries with the present boundaries of the City of South Bend, Indiana, shall be and hereby is annexed to and brought within the City of South Bend: Beginning at a point at the intersection of the north right-of-way line of Old Lincolnway West with the western right-of-way line of Moss Road; thence south along the west right-of-way line of Moss Road a distance of 480'; thence west a distance of approximately 406' to the centerline of vacated Kensington Avenue; thence north along the centerline of vacated Kensington Avenue approximately 325' to the north line of Old Lincolnway West; thence northwest along the right- of-way line along Old Lincolnway West to the port of beginning, all in Section 32, Township 38 North, Range 2 East. SECTION II. That the boundaries of the City of South Bend, Indiana, shall be and are hereby declared to be extended so as to include the real estate of the above-described parcel as part of the City of South bend, Indiana. SECTION III. Ordinance No. 10689-19, which ordinance is commonly known as the Zoning Ordinance of the City of South Bend, Indiana, be and the same hereby amended in order that the zoning classification of the following described real estate in the City of South Bend, St. Joseph County, State of Indiana: Beginning at a point in the center of Lincolnway West where it is interseeted by the centerline of Moss Road;thence East on the centerline of Lincolnway West to the intersection with the centerline of Kensington A venue; thence South along the centerline of Kensington Avenue 198 feet;thence West 346.5 feet to the centerline of Moss Road• thence North along the centerline of Moss Road to the point of beginning, all in Section 32, Township 38 North, Range 2 East. be and the same is hereby established as I Industrial District SECTION IV. This Ordinance shall be in full force and effect from and after its passage by the Common Council and approval by the Mayor, and legal publication, and full execution of any conditions or Commitments placed upon the approval. 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 2022, at o'clock m. James Mueller, Mayor City of South Bend, Indiana Filed in Clerk's Office 1 AUG 2 :i ha DAWN ONES CITY CLERK, SOUTH BEND, IN 2 - RECEIVED AUG 2 1 2023 City of South Bend Petition for Annexation and Rezoning or Combined Public Hearing Property Information Tax Key Number: 71-03-32-480-004.000-008 Property Address: 23114 LINCOLN WAY W Property Owner: ST JOSEPH COUNTY AIRPORT AUTHORITY Legal Description of Annexation Area: (include any adjacent rights of way not already in the City) See Attached Deed Information and Legal Description for Parcel II Project Summary The St Joseph County Airport Authority is developing this land into a carwash and detail facility available to the rental car businesses that use the airport, and plan to connect to the City sanitary sewer and municipal water. Rezoning County Zoning Map at ttttos.llwvwsicindianacom/QQ6/ZoninQM4a City Zoning Map at:hltosllsouthbendinQov/zoning Current Zoning District(County):C Commercial District 0 Select One Additional Districts,if applicable Proposed Zoning District(City): I Industrial Select One Additional Districts,if applicable The Plan Commission and Council will consider the following in the review of a rezoning petition: 1)The comprehensive Plan; 2)Current conditions and the character of the current structures and uses in each district: 3)The most desirable use for which the land in each district is adapted: 4)The conservation of property values throughout the jurisdiction;and 5)Responsible development and growth. Additional Requested Actions (check all that apply and include additional required documentation) Subdivision -complete and attach Subdivision Application Special Exception -complete and attach Criteria for Decision Making 0 Variance(s)-list variances below, complete and attach Criteria for Decision Making See attached List of Requested Variances P A 1 D AUG 2 1 2023 Per Page 1 of 2 f vl J Annexation Application Checklist 1.Completed Application Form 2.Site Plan(drawn to scale) 3.Subdivision Application(if required) 4. Criteria for Decision Making (if required) 5. Filing Fee Contact Information Name: Robert Heiden of JPR (Jones Petrie Rafinski) Address: 325 S Lafayette Blvd Phone Number: 574-323-4388 Email: rheiden@jprl source.com Property Owner Information (attach additional ownership list on separate page,if necessary) Property Owner: ST JOSEPH COUNTY AIRPORT AUTHORITY Property Owner Address: 4477 Progress Dr, South Bend, IN 46628 Property Owner: Property Owner Address: By signing this petition, the Petitioner/Property Owner(s)of the above described Real Estate acknowledge(s)they are responcible for understanding and complying with the South Bend Zoning Ordinance and any other ordinance governing the property. Failure of staff to notify the petitioner of a requirement does not imply approval or waiver from anything contained within the ordinance. The undersigned authorizes the contact person listed above to represent this petition before the South Bend Plan Commission and Common Council and to answer any and all questions related to this petition. 44/‘//// Michael Daigle 8/21/2023 Property Owner Signature Property Owner Name Printed Date Property Owner Signature Property Owner Name Printed Date Completed applications should be submitted in one of the following ways: Email: zoning®southbendin.gov Mail: 227 W.Jefferson Blvd., Suite 1400S, South Bend, IN 46601 Page 2 of 2 List of Requested Variances Variance to not construct public sidewalks where sidewalks are required under the I—Industrial Zoning requirements. The reason for requesting no sidewalks is this is all airport property and there are no pedestrians or places to walk to through this mostly vacated stretch of Lincolnway, on the south side of the airport. Variance to not install bicycle racks for parking,where they may be required by the ordinance. The reason for no bicycle parking is this is a private facility that will not have customers of any kind. This carwash,and vehicle maintenance facility,will only be accessible by rental car employees with a scan card to take care of and service the fleet vehicles. NI '0N39 Hl(lOS')48310)LL10S3NOC•W NMVO I itilE2OZEZOnd ' 0 .J i _01440 s.1-1e10 u! pale O F 0! a MOSS RD I 3 eO9r5 a 0 143111i4104kill LRw11.:141.21::::i 1 p O ; O 0 F I ife 1 O / ikt • t//0 ; , : 44•:,,,„.........1 p it o NT 10.010101.00 I` ill 1 gF Ii:e x 3 R' p le E 55 g g i iiii ii S ©©©O©0000 000 b 1i° ! P% D i 124 € ii€ 41` ,77 T. E .. 0 rn8 i @ : itig 8 I1 ° 1 33 ; 1; iEFi11imd : g pg-pI if 5 4 1 g •igi 1 €s t R 4H! 0111 1 5E £3a k I I Q $C ',s: a 11 b f x f g' G e 5 9 i g e:r ,•e YYY a w 3 3 3 9 g 9 S 9 ? 3 9 w ? j R 5 ale g g" eq' _ £ " w ! ! ! ! ! ! ! ! ! i 8 ® b d ' BQ686B659 'n P 9aB iit 6H Y6YY683 88 8E8iibi'1 l FS 1 Y $ i SOUTH BEND INTERNATIONAL AIRPORT 1 " £ CAR WASH SITE PLANS L. y ` J 0 N E s a fETRIE n SOUTH KENO INTERNATIONALA T + y, f RIS J... RAfINSKI q ++. sr s.r_`• t SITE DIMENSIONAL PLAN e1' e..,m" " •++ CITY OF SOUTH BE COMMUNITY INVESTMENT ii in C •rk's Offic [ AUG 23 l� August 23, 2023 Council Member Sharon McBride President South Bend Common Council County-City Building, 4th Floor South Bend, Indiana 46601 DAWN M. JONES CITY CLERK, SOUTH BEND, IN Council Member Rachel Tomas Morgan Chairperson Community Investment Committee South Bend Common Council County-City Building, 4th Floor South Bend, Indiana 46601 RE: An Ordinance of the Common Council of the City of South Bend, Indiana, amending the legal description and map of Ordinance No. 10165-12, as amended, and designating a Municipal Riverfront Development Project to be known as the "Expanded West Riverfront District Dear President McBride and Council Member Tomas Morgan, Attached for filing with the Common Council of the City of South Bend is an ordinance amending the legal description and map within Ordinance No. 10165-12, as amended, to expand the boundaries of the existing Riverfront Development Project Area. Please include the attached ordinance on the Council agenda for first reading at the August 28, 2023, Council meeting, and set it for public hearing at the Council meeting on September 11, 2023. If adopted, this ordinance would expand the Riverfront boundaries downtown and into areas west of the St. Joseph River. The Department of Community Investment will present to the Common Council for its consideration a similar ordinance that will expand the boundaries on the east side of the river. The Riverfront Development Project Area enables businesses within the boundaries of the area to acquire three-way liquor licenses at a substantially reduced cost. Exhibits A and B attached to the ordinance contain the new map and legal description, respectively, of the expanded area. To date, since the South Bend Common Council first passed Ordinance No. 10165-12 in June 2012, establishing the Riverfront Development Project Area, it has been amended in December 2013 and March 2017. More than 20 active licenses have been issued in the Project Area, and this has helped spur economic development within the downtown and East Bank areas. Expansion of the district is expected to continue to attract investment in South Bend, including more dining establishments and entertainment and cultural venues. 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 227W Jefferson Blvd. South Bend, Indiana 46601 p 574.235.9371 www.southbend,n.gov BILL NO. 51-23 Filed in Clerk's Office II AUG 2 3 -627 BILL NO. 51-23 l DAWN M.JONES ORDINANCE NO.CITY CLERK, SOUTH BEND,IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA,AUTHORIZING AND ESTABLISHING THE BOUNDARIES OF A NEW MUNICIPAL RIVERFRONT DEVELOPMENT PROJECT "THE EXPANDED WEST RIVERFRONT DISTRICT" STATEMENT OF PURPOSE AND INTENT To complement economic development efforts of cities and towns, the Indiana General Assembly enacted Ind. Code § 7.1-3-20-16.1 (the "Act"). The Act allows the Indiana Alcohol and Tobacco Commission("ATC")to issue one-way,two-way, and three- way nontransferable permits without regard to the ATC quota restrictions to restaurants located within an authorized Municipal Riverfront Development Project, funded in part with State and City money. The St. Joseph River is among the City of South Bend's most beautiful and treasured assets, and the optimum utilization of this valuable resource has been emphasized repeatedly and prioritized in City planning. The South Bend Common Council recognized this by its adoption on June 25, 2012, of a Downtown Riverfront Development Project also known as the"Downtown Riverfront District") in Ordinance No. 10165-12 that was amended in its legal description by Ordinance No.10178-12 (August 27, 2012), and expanded by Ordinance Nos. 10281-13 (December 9, 2013), and 10501-17 (March 13, 2017). The Downtown Riverfront District has resulted in the growth and success of many innovative restaurants and culture-enhancing businesses which serve alcoholic beverages, most of which are locally owned, operated, and inspired. The Downtown Riverfront District has also brought economic growth, strength, and development to the entire area within and bordering on its boundaries. To encourage new restaurant proprietors to invest in the part of South Bend contiguous to the west side of the St. Joseph River, the South Bend Common Council determines that it is in South Bend's best interest to authorize and establish boundaries for a new Municipal Riverfront Development Project to be known as "the Expanded West Riverfront District." Those persons desiring riverfront permits in this District will work with the City Administration and will follow the City Administration's established rules and procedures and, as amended, to obtain executive approval for a Riverfront 221-3 Riverfront License. The City Department of Community Investment has developed these rules, policies, and procedures to assure that applicants and holders of these special alcoholic beverage permits maintain these enterprises for a cuisine or culture-focused experience, and not for the main purpose of liquor consumption. This Ordinance identifies the boundaries of a new Municipal Riverfront Development Project, "The Expanded West Riverfront District," as shown in the map attached as Exhibit A, and the Council finds that these boundaries comply in all respects with the Act in that the designated area borders on at least one side of the St. Joseph River. The Council further finds that Exhibit B is a true, complete legal description of the area depicted on the Map (Exhibit A), and that the entire authorized real estate as legally described in Exhibit B is located within an economic development area established under Indiana law. NOW,THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND as follows: SECTION I. The area shown on the map attached as Exhibit A with its legal description in Exhibit B is hereby designated as a Municipal Riverfront Development Project for the City of South Bend pursuant to the Act and shall be known as the"Expanded West Riverfront District," which meets all qualifications for such a Project under the Act. In the event that any part of such area does not meet the criteria of the Act, that part shall be deemed excluded from the Project Area, and the remaining parts of the Area shall retain its Project designation. SECTION II. The City Administration shall follow its established rules,policies,and procedures, as amended, for individuals, corporations, and business entities to apply for a Riverfront License pursuant to the Act and consistent with the regulations promulgated as a result of the Act. SECTION III. This ordinance shall be in full force and effect from and after its passage by the Common Council and approval 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 EXHIBIT A Expanded West Riverfront District I , LLE,. NDA I.E. l1EE y"{#.AR NEY FLWtl00 " y f'Iunc ter' y F 8 O ,, S _ HIBOLDT Et W g VABSAfT•, .? g V ADS 1 --i 2-— LAUFORNIA , / IY W. D(LIFORNU 1 t ,,,,,,,1E-1 2.- GUN.. 3 X . I 011I E14 2, w, i PARK FREDRICKSON 5 P EWA.. RUPEL 9. ,.\..„BARTLETT R,L- I WERWWSRI 'AVENINSW U BEY p,ow.,..,..,`4o-..k HEWN. LDtb„LEY i _I JI ` l(SV ! 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AL' I GELD.i k.I A:TORIA BDUffEASt s tFAIRNIEW A EXHIBIT B Legal Description for the Expanded West Riverfront District Beginning at the intersection of the of the Centerline of the St. Joseph River with the Centerline of Ironwood Drive; thence South along the Centerline of Ironwood Drive to a point which is directly East of the Southeast corner of Lot # 84 of the Plat of"Ewing Park Addition" as recorded in the records of the St. Joseph County, Indiana recorder's office; thence West,a distance of 30 feet more or less to said Southeast Lot corner;thence West, a distance of 123 feet more or less along the South line of said Lot to the Southwest corner of said Lot said point also being on the East right-of- way line of a 14 foot wide North and South Public Alley; thence South along said East line and its Southerly extension crossing Fox Street to the Northwest corner of Lot # 138 in said Plat, said corner also being on the South right-of-way line of Fox Street; thence West along said South line to the Northeast corner of Lot# 131 in said Plat; thence South along the East line of said Lot, 130 feet more or less to the Southeast corner of said Lot, said corner also being on the North right-of-way line of a 14 foot wide East and West Public Alley; thence West along said North line and its Westerly extension crossing Hoke Street to the Southeast corner of Lot # 125 in said Plat, said corner also being on the West right-of- way line of Hoke Street; thence South along said West line to the Southeast corner of Lot # 156 in said Plat, said corner also being on the North right-of-way line of Ewing Avenue;thence West along said North line to the Southwest corner of a Parcel of ground having a Tax Key Number of 018-7119-4192 in the records of the St. Joseph County, Indiana Auditor's office; thence to a point of intersection with the Centerline of said Ewing Street; thence West along said Centerline crossing Sampson Street, Robinson Street,Caroline Street,Twyckenham Drive and Vernon Street,to a point which is directly South of the Southeast corner of Lot # 92 of the Plat of "Kelsey's Ewing Avenue Addition" as recorded in the records of said County; thence North, a distance of 40 feet more or less to said Lot corner, said Lot corner also being on the North right-of-way line of Ewing Avenue; thence West along said North line to a point of intersection with the East right-of-way line of Clyde Street;thence North along said East line to the Southwest corner of Lot#67 in said Plat;thence West crossing Clyde Street to the Southeast corner of Lot#68 in said Plat, said Lot corner also being on the North right-of-way line of a 14 foot wide East and West Public Alley; thence West along said North line and crossing a 14 foot wide North and South Public Alley to a point on the West right-of-way line of said Public Alley;thence North along said West line to the to the Southeast corner of Lot 72 in said Plat; thence West along the South line of said Lot, a distance of 127 feet more or less to the Southwest corner of said Lot, said Lot corner also being on the East right-of-way line of Leer Street; thence North along said East line to the Northwest corner of said Lot; thence West crossing Leer Street to the Northeast corner of Lot # 88 in the Plat of"White's Southlawn Subdivision"as recorded in the records of said County; thence North crossing Fox Street to the Southeast corner of Lot# 63 in said Plat; thence North along the West right-of-way line of Leer Street to the Northeast corner of said Lot 63; thence West along the North line of said Lot and its Westerly extension crossing a 14 foot wide North and South Public Alley to a point on the West line of said Alley; thence North along said West line and crossing a 14 foot wide East and West Public Alley to the Southeast corner of Lot# 57 in said Plat, said Lot corner also being on the North right-of way line of said East and West Public Alley; thence West along said North line and its Westerly extension crossing Marine Street to the Southeast corner of Lot#49 in said Plat, said Lot corner also being on the North line of a East and West 14 foot wide Public Alley; thence West along said North line to the Southeast corner of Lot#253 in the Plat of"South-East Addition 3rd Plat" as recorded in the records of said County; thence North along the East line of said Lot, a distance of 104 feet more or less to the Northeast corner of said Lot, said Lot corner also being on the South right-of-way line of Donald Street; thence West along said South line to the Northeast corner of Lot#260 in said Plat; thence North crossing Donald Street to the Southeast corner of Lot#237 in said Plat, said Lot corner also being on the North right-of-way line of Donald Street; thence West along said North line to the Southwest corner of said Lot, said Lot corner also being on the East right-of way line of Miami Street; thence West crossing Miami Street to the Southeast corner of Lot # 3 in the Plat of "Oak Park 4th Addition" as recorded in the records of said County, said Lot corner also being on the West right-of- way line of Miami Street; thence North along said West line, a distance of 86 feet more or less to the Southeast corner of Lot# 1 in said Plat; thence West along said South line, a distance of 132 feet more or less to the Southwest corner of said Lot, said Lot corner also being on the East right-of-way line of a 14 foot wide North and South Public Alley; thence North along said East line to the Southwest corner of Lot # 234 in the Plat of South East 3rd Addition" as recorded in the records of said County; thence West crossing a 14 foot wide North and South Public Alley to the Southeast corner of Lot # 231 in said Plat, said Lot corner on the North right-of-way line of a 14 foot East and West Public Alley; thence West along said North line to the Southwest corner of Lot # 230 in said Plat;thence North along the West line of said Lot,a distance of 128 feet more or less to the Northwest corner, said Lot corner also being on the South right-of-way line of Bowman Street; thence North crossing Bowman Street to the Southeast corner of Lot 145 in the Plat of"South East Addition"as recorded in the records of said County, said Lot corner also being on the North right-of-way line of Bowman Street; thence West along said North line and crossing Dale Street to the Southwest corner of Lot # 140 in said Plat; thence North along the West line of said Lot and crossing a 14 foot wide East and West Public Alley to the Southeast corner of Lot # 106 in said Plat, said Lot corner also being on the North right-of-way line of said Public Alley; thence West along said North line to the Southwest corner of Lot# 108 in said Plat;thence North along the West line of said Lot, a distance of 128 feet more or less to the Northwest corner of said Lot, said Lot corner also being on the South right-of-way line of Calvert Street; thence West along said South line to the Northwest corner of Lot # 111 in said Plat; thence North crossing Calvert Street to the Southwest corner of Lot# 80 in said Plat, said Lot corner also being on the North right-of-way line of Calvert Street;thence West along said North line to the Southwest corner of Lot#75 in said Plat; thence North along the West line of said Lot, a distance of 75 feet more or less to the Northwest corner of said Lot, said Lot corner also being on the South right-of-way line a 14 foot East and West Public Alley; thence West along said South line and its Westerly extension crossing High Street to a point on the West right-of-way of High Street; thence North along said West line to the Northeast corner of Lot # 2 of the Plat of"Riley High School Minor Subdivision" as recorded in the records of said County; thence West along the North line of said Lot to a point of intersection with the East right-of-way line of Marietta Street; thence North along said East line, a distance of 60 feet more or less; thence West crossing Marietta Street to the Southeast corner of Lot # 90 in the Plat of" Studebaker 2nd Addition" as recorded in the records of said County, said Lot corner also being on the North right-of- way line of Dayton Street; thence West along said North line, a distance of 40 feet more or less to the Southwest corner of said Lot; thence North along the West line of said Lot and its Northerly extension crossing a 14 foot wide East and West Public Alley to the Southeast corner of Lot # 72 in the Plat of"Studebaker's 1st Addition" as recorded in the records of said County, said Lot corner also being on the North right-of-way line of a 14 foot wide East and West Public Alley; thence West along said North line to the Southwest corner of Lot # 69 in said Plat; thence North along the West line of said Lot, a distance of 165 feet more or less to the Northwest corner of said Lot;thence Northerly crossing Dubail Street to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-7046-1789 in the records of said Auditor's office,said Parcel corner also being on the North right-of-way line of Dubail Street; thence West along said North line to the Southwest corner of Lot # 45 in said Plat, said Lot corner also being on the East right-of-way line of Rush Street; thence North along said East line to the Northwest corner a Parcel of ground having a Tax Key Number of 018-7046-1785 in the records of said Auditor's office; thence West crossing Rush Street to the Northeast corner of a Parcel of ground having a Tax Key Number of 018-7046-1783.01 in the records of said Auditor's office;thence North crossing a 14 foot wide East and West Public Alley to the Southeast corner of Lot # 9 in said Plat, said Lot corner also being on the North right- of-way line of a 14 foot wide East and West Public Alley; thence West along said North line to the Southwest corner of a Parcel of ground having a Tax Key Number of 018- 7046-1766 in the records of said Auditor's office; thence North along the West line of said Parcel, a distance of 165 feet more or less to the Northwest corner of said Lot, said Lot corner also being on the South right-of-way line of Indiana Avenue; thence North crossing Indiana Avenue to a point on the North right-of-way line of said Indiana Avenue; thence West along said North line to the Southwest corner of Lot # 19 of the Plat of"Indiana Avenue Addition" as recorded in the records of said County; thence North along the West line of said Lot to the Southeast corner of Lot # 15 in said Plat; thence West along the South line of said Lot, a distance of 85 feet more or less to the Southwest corner of said Lot; thence West crossing Fellows Street to the Southeast corner of Lot # 100 in said Plat, said Lot corner also being on the West right-of-way of Fellows Street; thence North along said West line, a distance of 40 feet more or less to the Northeast corner of said Lot; thence West along the North line of said Lot, a distance of 85.7 feet more or less to the Northwest corner of said Lot; thence North along the West line of Lot # 102 in said Plat and its Northerly extension crossing Haney Avenue to a point on the North right-of-way line of said Haney Avenue; thence West along said North line to the Southwest corner of Lot#351 in the Plat of"Broadway 2nd Addition" as recorded in the records of said County; said Lot corner also being on the East right- of-way line of a 20 foot wide more or less North and South Public Alley; thence North along said East line to the Northwest corner of said Lot; thence West crossing said 20 foot more or less wide East and West Public Alley to the Northeast corner of Lot# 350 in said Plat, said Lot corner also being on the South right-of-way line of a 14 foot wide East and West Public Alley; thence West along said South line to the Northwest corner of Lot # 346 in said Plat, said Lot corner also being on the East right-of-way line of Carroll Street;thence North along said East line and crossing Broadway Street to a point on the North right-of-way line of said Broadway Street; thence West along said North line to the Southwest corner of Lot#7A in the Plat of"American Home Dreams Replat" as recorded in the records of said County; thence North along the West line of said Lot and its Northly extension crossing a 14 foot wide East and West Public Alley to a point on the South line of Lot# 1 A of the Plat of"Ivy Tech 2nd Minor Subdivision"as recorded in the records of said County; thence West along the South line of said Lot to the Southwest corner of said Lot, thence along the Westerly line of said Lot to a point of intersection with the East right-of-way of Michigan Street; thence North along said East line and crossing Dean Johnson Drive to a point of intersection with the South right-of- way line of Ohio Street; thence East along said South line, a distance of 150 feet more or less; thence North crossing Ohio Street to a point of intersection with the North right- of-way of said Ohio Street with the West right-of-way line of a 12 foot wide North and South Public Alley; thence North along said West line to a point on the South right-of- way line of Sample Street; thence West along said South line and crossing Michigan Street to a point of intersection of the West line of Michigan Street with the South line of Sample Street; thence North crossing Sample Street to the Southeast corner of Lot A" of the Plat of"Daniel Garst's First Addition to the City of South Bend, Center for the Homeless 1st Replat" as recorded in the records of said County; thence North along the East line of said Lot and the West right-of-way line of Michigan Street to the Southeast corner of Lot"B"of said Plat; thence West along the South line of said Lot to the Southwest corner of said Lot, said corner also being on the East right-of-way line of a 14 foot wide North and South Public Alley;thence North along said East line to a point which is directly East of the Southeast corner of a Parcel of ground having a Tax Key Number of 018-3041-1586 in the records of said Auditor's office; thence West along the South line of said Parcel and the South line of a Parcel of ground having a Tax Key Number of 018-3041-1583 in the records of said Auditor's office to the Southwest corner of said Parcel; thence West crossing Main Street to a point of intersection of the West right-of-way line of said Main Street with the Centerline of vacated Tutt Street; thence North along said West line to the Southeast corner of Lot # 1 of the Plat of"Vandalia Station Minor Subdivision"as recorded in the records of said County;thence West along the South line of said Lot, a distance of 172.38 feet more or less to the Southwest corner of said Lot; thence North along the West line of said Lot to the Northwest corner of said Lot, said Lot corner also being on the South right-of-way line of Bronson Street; thence West along said South line and its Westerly extension crossing Lafayette Boulevard to a point on the West right-of-way line of said Lafayette Boulevard;thence North along said West line to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-3043-1659.02 in the records of said Auditor's office; thence Westerly along the South line of said Parcel to the Southwest corner of said Parcel; thence North along the West line of said Parcel and its Northerly extension crossing South Street to a point on the North right-of-way line of South Street; thence West along said North to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-3014-0514 in the records of said Auditor's office; thence North along the East line of said Parcel and the East line of a Parcel of ground having a Tax Key Number of 018-3014-0512 in the records of said Auditor's office,to the Northeast corner of said Parcel;thence West along the North line of said Parcel to the Northwest corner of said Parcel, said Parcel corner also being on the East right-of-way line of Taylor Street; thence North along said East to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-3014-0515 in the records of said Auditor's office; thence West crossing said Taylor Street to a point on the West right-of-way line of said Taylor Street; thence North along said West line to a point of intersection with the South right-of-way line of Western Avenue;thence North crossing Western Avenue to a point on the North right-of-way line of Western Avenue; thence West along said North line, a distance of 239.50 feet more or less to a point of intersection with the West right-of-way line of a 12 foot wide North and South Public Alley; thence North along said West line and its Northerly extension to the South line of Lot # 54 of the Plat of"State Bank of Indiana Plat of Outlots, Town of South Bend" as recorded in the records of said County; thence West along the South line of said Lot to the Southwest corner of said Lot, said Lot corner also being on the East right-of-way line of Scott Street; thence North along said East line to a point which is directly East of the Southeast corner of a Parcel of ground having a Tax Key Number of 018-3050-1946 in the records of said Auditor's office; Thence West crossing Scott Street to said Parcel corner, said Parcel corner also being on the North right-way line of Jefferson Boulevard; thence West along said North line to the Southwest corner of said Parcel; thence North along the West line of said Parcel to the South line of a Parcel of ground having a Tax Key Number of 018-3050-1944 in the records of said Auditor's office;thence West along the South line of said Parcel to the Southwest corner of said Parcel; thence North along the West line of said Parcel and the West line of Parcels having a Tax Key Numbers of 018-3050-1943, 018-3050-1918 and 018-3050-1916 in the records of said Auditor's office to the Northwest corner of said Parcel, said Parcel corner also being on the South right-of-way line of Washington Street; thence North crossing Washington Street to a point on the North right-of-way of said Washington Street;thence West along said North line to the Southeast corner of a Parcel of ground having a Tax Key Number of 018- 1024-1038 in the records of said Auditor's office; thence North along said East line to the Northeast corner of said Parcel; thence West along the North line of said Parcel to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-1024-1034 in the records of said Auditor's office; thence North along the East line of said Parcel to the Northeast corner of said Parcel, said Parcel corner also being on the South right-of- way line of Colfax Avenue;thence North crossing Colfax Avenue to a point on the North right-of-way line of Colfax Avenue; thence West along said North line to the Southwest corner of a Parcel of ground having a Tax Key Number of 018-1026-1137 in the records of said Auditor's office;thence North along the West line of said Parcel to the Northwest corner of said parcel;thence East along said North line to a point which is directly South of the Southwest corner of a Parcel of ground having a Tax Key Number of 018-1026- 1127 in the records of said Auditor's office; thence North crossing a 14 foot wide East and West Public Alley to said Southwest parcel corner; thence North along the West line of said Parcel to the Northwest corner of said Parcel, said Parcel corner also being on the South right-of-way line of Lasalle Avenue; thence Northeasterly crossing Lasalle Avenue to the Southeast corner of a Parcel of ground having a Tax Key Number of 018- 1026-1116 in the records of said Auditor's office;thence Northeasterly along said Parcel and the Easterly Line of Parcels of ground having a Tax Key Numbers of 018-1028-1269 and 018-1029-1298 in the records of said Auditor's office to the Northeast corner of said Parcel, said Parcel corner also being on the South right-of-way line of Oak Street;thence crossing Oak Street to a point on the North right-of-way of said Oak Street thence Northwesterly along said North line to a point of intersection with the Southeast corner of Lot # 7 in the Plat of"Heintzman's Addition" as recorded in the records of said County, said Lot corner also being on the West right-of-way line of a 13.06 foot wide Public Alley;thence North along said West line to the Southeast corner of Lot#5 in said Plat; thence West along the South line of said Lot and its Westerly extension crossing Cushing Street to the Southeast corner of Lot# 15 in said Plat,said Lot corner also being on the West right-of-way line of Cushing Street;thence North along said West line to the Northeast corner of Lot # 14 in said Plat; thence West along said North line, a distance of 120.23 feet more or less to the Northwest corner of said Lot, said Lot corner also being on the East right-of-way line of 13.86 foot wide North and South Public Alley; thence North along said East line to the South line of Lot # 1 of the Plat of"Colfax Cultural Minor Subdivision" as recorded in the records of said County; thence West along said South line and its Westerly extension crossing Cottage Grove Avenue to the West right-of-way line of Cottage Grove Avenue; thence South along said West line to the Southeast corner of Lot# 29 in the Plat of Fuerbringer's 3rd Addition" as recorded in the records of said County; thence West along the South line of said Lot and its Westerly extension to the West right-of-way line of a 14 foot wide North and South Public Alley; thence North along said West line to the Southeast corner of Lot # 33 in said Plat;thence West along the South line of said Lot and its Westerly extension crossing Harrison Avenue to the West right-of-way line of Harrison Avenue; thence North along said West line to the Southeast corner of Lot # 5 in the Plat of"Cushing & Lindsey's Subdivision" as recorded in the records of said County; thence along the South line of said Lot and its Westerly extension to the West right-of-way line of a 14 foot wide North and South Public Alley; thence North along said West line to a point of intersection with the South right-of-way of the First Easterly and Westerly Public Alley South of Lincolnway West;thence in a Northwesterly direction along said South line and crossing Sherman Avenue and Allen Street to a point of intersection with the East right-of-way line of Blaine Avenue;thence Northerly along said East line and its Northerly extension crossing Lincolnway West to a point on the North right-of-way line of Lincolnway West; thence Northwesterly along said North line crossing Blaine Avenue, Cleveland Avenue and Diamond Avenue to a point of intersection with the West right-of-way line of Diamond Avenue; thence North along said West line to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-1078-3269 in the records of said Auditor's office; thence West along the South line of said Parcel, a distance of 67 feet more or less to the Southwest corner of said Parcel; thence North along the West line of said Parcel, a distance of 36 feet more or less to the Northwest corner of said Parcel, said Parcel corner also being on the South right-of-way line of an East and West 14 foot wide Public Alley; thence West along said South line and its Westerly extension to a point on the West right-of-way line of a 14 foot wide North and South Public Alley; thence North along said West line to the Southeast corner of Lot # 35 in the Plat of "Cushing's Addition"as recorded in the records of said County; thence West along the South line of said Lot to the Southwest corner of said Lot, said Lot corner also being on the East right- of-way line of Lawndale Avenue; thence North along said East line and its Northerly extension crossing Van Buren Street to a point on the North right-of-way line of Van Buren Street; thence West along said North line and crossing Lawndale Avenue to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-1082-3421 in the records of said Auditor's office, said Parcel corner also being on the West right-of- way line of a North and South Public Alley; thence North along said West line to the Southeast corner of a Parcel of ground having a Tax Key Number of 018-1082-3413 in the records of said Auditor's office; thence West along the South line of said Parcel, a distance of 134 feet more or less to the Southwest corner of said Parcel, said Parcel corner also being on the East right-of-way line of Sancome Avenue; thence North along said East line to a point which is directly East of the Southeast corner of Lot# 14 in the Plat of"Vassar Park" as recorded in the records of said County; thence West along the South line of said Lot and its Westerly extension to a point on the Easterly line of a Parcel of ground having a Tax Key Number of 018-1094-3945 in the records of said Auditor's office; thence Southwesterly along said Easterly line to the Southwest corner of said Parcel, said Parcel corner also being on the East right-of-way line of Wilber Street; thence North along said East line and crossing Vassar Street to a point which is directly East of the Southeast corner of Lot # 280 in the Plat of"Smith's 2nd Subdivision" as recorded in the records of said County; thence West crossing Wilber Street to said Southeast Lot corner; thence West along the South line of said Lot to the Southwest corner of said Lot, said Lot corner also being on the East right-of-way line of a 14 foot wide North and South Public Alley; thence North along said East line and its northerly extension crossing Elwood Avenue to a point of intersection of the North right-of-way line of Elwood Avenue and the Southwest corner of a Parcel of ground having a Tax Key Number of 018-2195-7315 in the records of said Auditor's office; thence North along the West line of said Parcel to the Northwest corner of said Parcel;thence East along the North line of said Parcel to a point which is directly South of the Southwest corner of Lot#33 in the Plat of"Mussel Park Addition"as recorded in the records of said County; thence North to said Southwest Lot corner, said corner also being on the East right-of- way line of a 14 foot wide North and South Public Alley; thence North along said East line to the Northwest corner of Lot# 37 in said Plat; thence East along the North line of said Lot and its Easterly extension crossing Wilbur Street to a point on the East right-of- way line of Wilbur Street; thence North along said East line, crossing Bulla Street and Kinyon Street to a point of intersection with the North right-of-way line of Kinyon Street; thence East along said North line crossing Medora Street, and Anderson Avenue to a point of intersection with the West right-of-way line of Portage Avenue; thence Northwesterly along said West line, to a point which is directly West of the North right- of-way line of Kinyon Street extended West across Portage Avenue;thence East crossing said Portage Avenue to a point of intersection of the East right-of-way line of Portage Avenue with the North right-of-way line of Kinyon Street; thence East along said North line, crossing Kessler Boulevard and Sherman Avenue to a point of intersection with the East right-of-way line of Sherman Avenue; thence North along said East line to a point of intersection with the South right-of-way line of the first East and West 7 foot wide Public Alley located South of Rose Street;thence East along the South line of said Public Alley and its Easterly extension crossing Riverside Drive to a point of intersection with the Centerline of the St. Joseph River; thence meandering Southeasterly and Easterly along the Centerline of the St. Joseph River, a distance of 3,500 feet more or less to the point of beginning. Containing 1831.58 Acres more or less. Filed in Clerk's Office AUG 2 3 2023 DAWN M.JONES CITY CLERK,SOUTH BEND,IN CITY OF SOUTH BE COMMUNITY INVESTMENT ile · in C,,:rk's Office ,----- --��- August 23, 2023 Council Member Sharon McBride President South Bend Common Council County-City Building, 4th Floor South Bend, Indiana 46601 AUG 2 3' ttJ2J o ... wN M, JONESCITY CLE�K. SOUTH BEND, IN Council Member Rachel Tomas Morgan Chairperson Community Investment Committee South Bend Common Council County-City Building, 4th Floor South Bend, Indiana 46601 RE: An Ordinance of the Common Council of the City of South Bend, Indiana, amending the legal description and map of Ordinance No. 10165-12, as amended, and designating a Municipal Riverfront Development Project to be known as the "Expanded East Riverfront District Dear President McBride and Council Member Tomas Morgan, Attached for filing with the Common Council of the City of South Bend is an ordinance amending the legal description and map within Ordinance No. 10165-12, as amended, to expand the boundaries of the existing Riverfront Development Project Area. Please include the attached ordinance on the Council agenda for first reading at the August 28, 2023, Council meeting, and set it for public hearing at the Council meeting on September 11, 2023. If adopted, this ordinance would expand the Riverfront boundaries east of the St. Joseph River and into areas that include Mishawaka Avenue. The Department of Community Investment will present to the Common Council for its consideration a similar ordinance that will expand the boundaries on the west side of the river. The Riverfront Development Project Area enables businesses within the boundaries of the area to acquire three-way liquor licenses at a substantially reduced cost. Exhibits A and B attached to the ordinance contain the new map and legal description, respectively, of the expanded area. To date, since the South Bend Common Council first passed Ordinance No. 10165-12 in June 2012, establishing the Riverfront Development Project Area, it has been amended in December 2013 and March 2017. More than 20 active licenses have been issued in the Project Area, and this has helped spur economic development within the downtown and East Bank areas. Expansion of the district is expected to continue to attract investment in South Bend, including more dining establishments and entertainment and cultural venues. 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 14005 Cou ty-City Building 227 W Jeffe, son Blvd. Sou 11 Bend. Indiana 46601 p 574.235 9371 www.southbendin.gov BILL NO. 52-23 Filed in Clerk's Office AUG 2 3 7013 BILL NO. 52-23 DAWN M.JONES ORDINANCE NO. CITY CLERK, SOUTH BEND, IN AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AUTHORIZING AND ESTABLISHING THE BOUNDARIES OF A NEW MUNICIPAL RIVERFRONT DEVELOPMENT PROJECT "THE EXPANDED EAST RIVERFRONT DISTRICT" STATEMENT OF PURPOSE AND INTENT To complement economic development efforts of cities and towns, the Indiana General Assembly enacted Ind. Code § 7.1-3-20-16.1 (the "Act"). The Act allows the Indiana Alcohol and Tobacco Commission ("ATC") to issue one-way, two-way, and three-way nontransferable permits without regard to the ATC quota restrictions to restaurants located within an authorized Municipal Riverfront Development Project, funded in part with State and City money. The St. Joseph River is among the City of South Bend's most beautiful and treasured assets, and the optimum utilization of this valuable resource has been emphasized repeatedly and prioritized in City planning. The South Bend Common Council recognized this by its adoption on June 25, 2012, of a Downtown Riverfront Development Project(also known as the"Downtown Riverfront District")in Ordinance No. 10165-12 that was amended in its legal description by Ordinance No.10178-12 August 27,2012), and expanded by Ordinance Nos. 10281-13 (December 9,2013),and 10501-17 (March 13, 2017). The Downtown Riverfront District has resulted in the growth and success of many innovative restaurants and culture-enhancing businesses which serve alcoholic beverages, most of which are locally owned, operated, and inspired. The Downtown Riverfront District has also brought economic growth, strength, and development to the entire area within and bordering on its boundaries. To encourage new restaurant proprietors to invest in the part of South Bend contiguous to the east side of the St. Joseph River, the South Bend Common Council determines that it is in South Bend's best interest to authorize and establish boundaries for a new Municipal Riverfront Development Project to be known as"the Expanded East Riverfront District."Those persons desiring riverfront permits in this District will work with the City Administration and will follow the City Administration's established rules and procedures and, as amended, to obtain executive approval for a Riverfront 221-3 Riverfront License.The City Department of Community Investment has developed these rules, policies, and procedures to assure that applicants and holders of these special alcoholic beverage permits maintain these enterprises for a cuisine or culture-focused experience, and not for the main purpose of liquor consumption. This Ordinance identifies the boundaries of a new Municipal Riverfront Development Project, "The Expanded East Riverfront District," as shown in the map attached as Exhibit A, and the Council finds that these boundaries comply in all respects with the Act in that the designated area borders on at least one side of the St. Joseph River. The Council further finds that Exhibit B is a true, complete legal description of the area depicted on the Map (Exhibit A), and that the entire authorized real estate as legally described in Exhibit B is located within an economic development area established under Indiana law. NOW,THEREFORE,BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND as follows: SECTION I. The area shown on the map attached as Exhibit A with its legal description in Exhibit B is hereby designated as a Municipal Riverfront Development Project for the City of South Bend pursuant to the Act and shall be known as the Expanded East Riverfront District," which meets all qualifications for such a Project under the Act. In the event that any part of such area does not meet the criteria of the Act, that part shall be deemed excluded from the Project Area, and the remaining parts of the Area shall retain its Project designation. SECTION II. The City Administration shall follow its established rules,policies, and procedures, as amended, for individuals,corporations, and business entities to apply for a Riverfront License pursuant to the Act and consistent with the regulations promulgated as a result of the Act. SECTION III. This ordinance shall be in full force and effect from and after its passage by the Common Council and approval 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 AUG 2 3 7U23 DAWN M.JONES CITY CLERK,SOUTH BEND,IN EXHIBIT A Expanded Riverfront District RI7 , "A z '4 .„verve+ t t W i9 y Ma 3 dII Y ",r*onuc 1 t r Jrl ascan. B w.ea y S mil Ko y W.,` f E J t '..+ni', mnYAte e@ 1 I. •F y A K' •.MMC 4YWlMn •} }' -I NI I .,,F, A r r a. t ' 1T S g ru R ^mss F PAlli f }wA 1 ,. 444 Legend a^f'.- 'G"' d St.Joseph River 11 t y 4.- ii i Q 3.000 tt Buller 1 4 f 6 `-** v'" 1.500 R River Buffer 4 y,-.•,,Ji a ; vest«'ii `Vi79. n ws.., r TIFF Districts r1 M.xvwal' m.4.a.cFa 3 (.' River East Development Area FZFN 1 vva s c rm.rnear. ......' 444?.. C,ty Limits 1161«44 r..vnnc r G t• Wpm., r 1wu c sr u , R I ^ d, a u. ' a z f F aF ,... s.a` -fr-F-,.- 0 0275 0.55 1 1 Mlles vers, : IMO ! +.. J 4. 411 pp w 3 i I w. k T ._r u 4,,.441,,,,,\2 Created:23 August 2023 1 I yI 4<-o• - ,: fi rxw ''''' r,„! 7 Y EXHIBIT B Legal Description for the Expanded East Riverfront District Beginning at the intersection of the West right-of-way line of Laurel Road with the South right- of-way line of Auten Road; thence North 40 feet more or less to the Centerline of said Auten Road; thence East along said Centerline for a distance of 1,420 feet more or less to a point of intersection with the West right-of-way line of Linwood Drive extended North; thence Southerly along said extension and along the West line of said Linwood Drive to the Southeasterly corner of Lot # 54 of the Plat of"Laurel Woods Apartments PUD" as recorded in the records of the St. Joseph County, Indiana Recorder's office; thence along the Easterly line of said Lot#54 in a Southwesterly and Southerly direction for a distance of 321.48 feet more or less to a point on the Northerly line of Lot#57 in the Plat of"Laurel Woods (PUD) Section 2" as recorded in the records of said County; thence Northwesterly along said Northerly line a distance of 100 feet more or less to a point on the East line of Lot# 58 in said Plat; thence Southwesterly along said East Lot line a distance of 120.64 feet more or less to the Easterly right-of-way line of Ashwood Court; thence in a Southerly direction along said right-of-way line and its Southerly extension a distance of 220 feet more or less to a point on the South right-of-way line of Linwood Drive; thence West along said South line a distance of 40 feet more or less to the East line of Lot# 27 in said Plat; thence South along said East line a distance of 115 feet more or less to the southeast corner of said Lot, said point also being on the South line of said Plat; thence West along the South line of said Plat and the South line of the Plat of"Laurel Woods (PUD) Section 1" as recorded in the records of said County a distance of 1,018.80 feet more or less to the East right-of-way line of Laurel Road; thence South along said East line, a distance of 4,392 feet more or less to a point of intersection with the South right-of-way line Darden Road;thence East along said South line a distance of 1,421 feet more or less to a point on the East line of a Parcel of ground identified by Tax Key Number 024-1005-0575 in the records of the St. Joseph County, Indiana Auditor's office; thence South along the East line of said Parcel a distance of 2,275 feet more or less to a point of intersection with the North right-of-way line of Cleveland Road;then West on said North line a distance of 2,087 feet more or less to the Centerline of the St.Joseph River;thence North and Northwesterly along said Centerline a distance of 2,601 feet more or less to a point of intersection with the South right-of- way line of Darden Road extended West; thence in an Easterly direction along said extended South line and the South line of Darden Road a distance of 848 feet more or less to a point; thence Northeasterly a distance of 161 feet more or less to a point of intersection of the West right-of-way line of Laurel Road with the North right-of-way line of Darden Road; thence along the West right-of-way line of Laurel Road a distance of 5,107 feet more or less to the point of beginning. Containing 157.19 Acres more or less. Also beginning at the point of intersection of the Centerline of the St. Joseph River with the North line of the Southeast Quarter of Section 35, Township 38 North, Range 2 East; thence East along said North line (also being the City Corporate Limit line) a distance of 280 feet more or less to the East line of said Southeast Quarter; thence South along said East line (and said Corp. Limit line) a distance of 135 feet more or less to a point of intersection with the Westerly right-of-way line of the old Penn Central Railroad;thence in a Southwesterly direction along said West line (and said Corp. Limit line) a distance of 2,475 feet more or less; thence East along said Corp. Limit line a distance of 1,590 feet more or less to the Southeast corner of a Parcel of ground having a Tax key Number of 017-1022-0445.01 in the records of the St. Joseph County, Indiana Auditor's office; thence in a Northerly direction along the East line of said parcel (and said Corp. Limit line) a distance 460 feet more or less to the Northeast corner of said Parcel; thence East along said Corp. Limit line a distance of 560 feet more or less to the West right-of-way line of S.R. 933; thence Southwesterly along said West line (and said Corp. Limit line) a distance of 465 feet more or less to a point 160 feet more or less North of the North right-of way line of Angela Boulevard; thence East on said Corp. Limit line a distance of 1,555 feet more less to a point which is directly North of the Northwest corner of Lot 136 of the Plat of"University Heights" as recorded in the records of the St. Joseph County, Indiana Recorder's office; thence South along said Corp. Limit line a distance of 160 feet more or less to said Northwest Lot corner; thence East along the North line of said Lot and Plat, a distance of 685 feet more or less to the Northeast corner of said Lot; thence South along the East line of said Plat (and said Corp. Limit line) a distance of 375 feet more or less; thence East continuing along the North line of said Plat (and Corp. Limit line a distance of 720 feet more or less to the Northeast corner of a Parcel of ground having a Tax Key Number of 018-5124-4425 in the records of said Auditor's office; thence South along the East line of said Parcel to the Southeast corner of said Parcel and a point on the North right-of-way line of Angela Blvd.;thence South crossing said right-of-way to a point on the South right-of-way line of Angela Blvd.; thence East along said South line to the Northeast corner of Lot # 96 in said Plat of University Heights";thence South along the East line of said Lot to the Southeast corner of said Lot which corner is also the Northwest corner of Lot#93 in said Plat; thence East along the North line of said Lot and its Easterly extension to a point on the East right-of-way line of Notre Dame Avenue; thence South along said East line to a point of intersection with the North right-of-way line of Napoleon Street; thence East along said North line to a point which is directly North of the Northwest corner of Lot#47 of the Plat of"Sorin's 2nd Addition" as recorded in the records of said County; thence South crossing said Napoleon Street 82.5 feet more or less to said Northwest corner of Lot#47;thence South along the West line of said Lot to the Southwest corner of said Lot; thence East along the South line of said Lot to the Southeast corner of said Lot, said corner also being on the West right-of-way line of Frances Street;thence South along said West line to a point of intersection with the North right-of-way line of St. Vincent Street; thence East crossing said Frances Street to a point of intersection with the East right-of-way line of Frances Street with the North right-of-way line of said St. Vincent Street; thence South crossing said St. Vincent Street to a point on the South right-of-way line of said St. Vincent Street; thence East along said South line a distance of 115 feet more or less to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-5105-3685 in the records of said Auditor's office; thence South along the West line of said Parcel to the Southwest corner of said Parcel; thence East along the South line of said Parcel and its Easterly extension to a point on the East right-of-way line of a 14 foot wide North and South Public Alley; thence South along said East line to a point of intersection with the North right-of-way line of Howard Street; thence South crossing said Howard Street to a point on the South right-of-way line of said Howard Street, said point also being the Northeast corner of the Plat of"Eddy Commons Phase III 2nd Major Subdivision" as recorded in the record of said County; thence South along the East line of said Plat to the Southeast corner of said Plat, said point also being on the North right-of-way line of Corby Boulevard; thence East and Southeasterly along said right-of-way line to a point of intersection with the Northwest corner of Lot # 1 of the Plat of"Five Corners Minor Subdivision"as recorded in the records of said County;thence following along the West line of said Lot to the Southwest corner of said Lot; thence East along the South line of said Lot a distance of 120 feet more or less to a point of intersection with the West right- of-way line of Eddy Street; thence South along said West line and crossing Campeau Street to a point of intersection with said West line and the South right-of-way line of Campeau Street; thence East crossing Eddy Street to the point of intersection of the South right-of-way line of Campeau Street with the East right-of-way line of Eddy Street;thence South along said East line to the point of intersection with the North right- of-way line of Chalfant Street; thence East along said North line a distance of 45 feet more or less;thence South crossing Chalfant Street to the Northeast corner of Lot# 185 of the Plat of Park Place 2"d Plat"as recorded in the records of said County;thence South along the East line of said Lot and its Southerly extension to the Northwest corner of Lot 115 in said Plat; thence East along the North line of said Lot, a distance of 45 feet to the Northeast corner of said Lot; thence South along said East line and its Southerly extension to a point on the South right-of-way line of Bissell Street said point also being the Northeast corner of Lot # 112 in said Plat; thence South along the East of said Lot and the East line of Lot#43 in said Plat to the Southeast corner of said Lot;thence South crossing Sorin Street to the Northwest corner of Lot # 4 in the Plat of"Park Place" as recorded in the records of said County; thence South along the West line of said lot and the West line of Lot # 18 in said Plat to the Southwest corner of said Lot and the North right-of-way line of Miner Street; thence West along said North line to a point of intersection with the East right-of-way line of said Eddy Street; thence South crossing said Miner Street and continuing along the East line of said Eddy Street and crossing Cedar Street to a point on the South line of said Cedar Street; thence East along said South line to the West line of a 14 foot wide North and South Public Alley; thence South along said West line and its Southerly extension to a point on the South right-of-way line of Madison Street; thence East along said South line to the Northeast corner of Lot # 5 in the Plat of"Happ &Taggart's Subdivision of Lots 37 &38 of Sommer's Addition"as recorded in the records of said County;thence South along the East line of said Lot and its Southerly extension to a point on the South right-of-way line of Mc Kinley Highway; thence East along said South line a distance of 143.10 feet more or less to the Northeast corner of Lot# 1 in the Plat of`Bullard's 1St Addition"; thence South along the East line of said Lot and its southerly extension to the Centerline of a Vacated East and West 14 foot wide Public Alley; thence West along said Centerline a distance of 50 feet more or less to the Northwest corner of a Parcel of ground having a Tax Key Number of 018- 5039-1374 in the records of said Auditor's office; thence South along the West line of said Parcel and its Southerly extension to a point on the South right-of-way line of LaSalle Avenue; thence East along said South line to the West line of the Plat of Swanson's Sunnyside Heights"as recorded in the records of said County;thence South along the West line of said Plat to the South right-of-way line of an East and West Public Alley; thence East along the South line of said Alley to the Northeast corner of Lot# 5 in said Plat; thence South along the East line of said Lot and its Southerly extension to a point on the South right-of-way line of Colfax Avenue;thence East along said South line to the Northeast corner of a Parcel of ground having a Tax Key Number of 018-5039- 1382.01 in the records of said Auditor's office; thence South along the East line of said Parcel to the Northwest corner of a Parcel of ground having a Tax Key Number of 018- 5039-1383.02 in the records of said Auditor's office; thence East along the North line of said Parcel to the Northeast corner of said Parcel and the West right-of-way line of Sunnyside Avenue;thence South along said West line a distance of 160 feet more or less; thence East crossing said Sunnyside Avenue to a point of intersection of the East right- of-way line of Sunnyside Avenue with the South right-of-way line of Washington Street; thence East along said South line a distance of 150 feet more or less to the Northeast corner of Lot # 1 of the Plat of Kuhn's & Henderson's Pt Subdivision" as recorded in the records of said County;thence South along the east line of said Lot a distance of 131 feet more or less; thence East along the North line of a Parcel of ground having a Tax Key Number of 018-5139-5093 in the records of said Auditor's office a distance of 100 feet more or less to the East line of Lot#2 in said Plat; thence South along the East line of said Plat and its Southerly extension to a point on the South right-of-way line of Jefferson Boulevard; thence Southeasterly along said South line and crossing Jacob Street to a point of intersection of the South line of said Jefferson Boulevard with the East right-of-way line of said Jacob Street; thence South along said East line to the Northwest corner of Lot # 71 in the Plat of "Whitcomb & Keller's Sunnymede" Subdivision as recorded in the records of said County; thence East along the north line of said Lot and a portion of Lot# 64 in said Plat to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6105-3753 in the records of said Auditor's office;thence South along the West line of said Parcel to the Northeast corner of a Parcel of ground having a Tax Key Number of 018-6105-3748 in the records of said Auditor's office;thence West along the North line of said Parcel a distance of 46 feet more or less; thence Southerly along the West line of said Parcel, a distance of 226.53 feet more or less to the Southwest corner of said Parcel;thence South crossing Wayne Street right-of- way to the Northwest corner of Lot# 168 in said Plat; thence East along the South right- of-way line of Wayne Street, a distance of 134 feet more or less to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6109-3897 in the records of said Auditor's office; thence South along the West line of said Parcel a distance of 182 feet more or less to the Southwest corner of said Parcel; thence East along the South line of said Parcel, a distance of 45 feet more or less to the Northeast corner of a Parcel of ground having a Tax Key Number of 018-6109-3922 in the records of said Auditor's office;thence South along the East line of said Parcel a distance of 169 feet more or less to the Southeast corner of said Parcel; thence South crossing the Sunnymede Avenue right-of-way to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6112-4018.01 in the records of said Auditor's office; thence East along the South right-of-way line of said Sunnymede Avenue a distance of 47 feet more or less to the Northeast corner of said Parcel;thence South along the East line of said Parcel a distance of 188 feet more or less to the Southeast corner of said Parcel; thence East along the North line of two Parcels of ground having a Tax Key Numbers of 018-6124-4485 and 018-6124-4486 in the records of said Auditor's office to the Northeast corner of said Parcel with Tax Key Number 018-6124-4486; thence South along the East line of said Parcel to the Southeast corner of said Parcel, said corner also being on the North right- of-way line of Monroe Street; thence Southeasterly crossing said Monroe Street right- of-way to the Northeast corner of a Parcel of ground having a Tax Key Number of 018- 6124-4495 in the records of said Auditor's office, said corner also being on the South right-of-way line of Monroe Street; thence South along the East line of said Parcel and the East line of a Parcel of ground having a Tax Key Number of 018-6124-4503 in the records of said Auditor's office to the Southeast corner of said Parcel, said corner also being on the North right-of-way line of South Street; thence East along said North line and its Easterly extension a distance of 180 feet more or less to the Centerline of Twyckenham Drive; thence South along said Centerline a distance of 260 feet more or less to a point of intersection with the Southerly right-of-way line of the Grand Trunk Western Railroad; thence Northeasterly along said Southerly line a distance of 46 feet more or less to the Northwest corner of Lot # 790 in the Plat of"Whitcomb & Keller's 4th Sunnymede Addition" as recorded in the records of said County, said corner also being on the East right-of-way line of Tywckenham Drive;thence South along said East line to a point of intersection with the North right-of-way line of Southwood Avenue; thence East along said North line and crossing the right-of-way of Belmont Avenue to a point at the Southwesterly corner of Lot# 829B in said Plat;thence continuing along the North right-of-way line of said Southwood Avenue to the Southwest corner of Lot # 829C in said Plat; thence North along the West line of said Lot a distance of 69.9 feet more or less to the Northwest corner of said Lot; thence Northeasterly along the North line of said Lot # 829C and Lots # 830 through Lot# 838 in said Plat to the Northwest corner of Lot # 839 in said Plat; thence North along the West line of said Lot and the West line of Lot# 818 in said Plat to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6130-4584 in the records of said Auditor's office;thence East along the North line of said Parcel and its Easterly extension to a point of intersection with the East right-of-way line of Greenlawn Avenue; thence North along said East line to a point of intersection with the South right-of-way line of the Grand Trunk Western Railroad;thence East along said South line to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6126-4514.02 in the records of said Auditor's office; thence South along the West line of said Parcel a distance of 127 feet more or less to the Southwest corner of said Parcel;thence East along the South line of said Parcel a distance 86 feet more or less to the Southeast corner of said Parcel; thence South along the West line of a Parcel of ground having a Tax Key Number of 018-6077-2673 in the records of said Auditor's office a distance of 11 feet more or less to the Southwest corner of said Parcel; thence East along the South line of said Parcel, a distance of 14 feet more or less to the East right-of-way line of a 14 foot wide North and South Public Alley; thence South along said East line to the Southwest corner of a Parcel of ground having a Tax Key Number of 018-6077-2678 in the records of said Auditor's office;thence East along the South line of said Parcel a distance of 133.90 feet more or less to the Southwest corner of said Parcel, said corner also being on the West right-of-way line of Ironwood Drive; thence South along said West line, a distance of 87 feet more or less to the Southwest corner of Lot# 127 in the Plat of"Hastings, Woodward& Gray Addition"as recorded in the records of said County; thence East crossing the Ironwood Drive right- of-way to the Northwest corner of Lot # 113 in said Plat; thence East along the North line of said Lot and Lot # 92 in said Plat to the Northeast corner of said Lot 92; thence East crossing the 23rd Street right-of-way to the Northwest corner of Lot # 79 in said Plat; thence East along the North line of said Lot a distance of 128 feet more or less to the Northeast corner of said Lot; thence South a distance of 40 feet more or less along the East line of said Lot and the West line of a 14 foot wide, North and South Public Alley to the Southwest corner of said Lot; Thence East crossing said Public Alley to the Northwest corner of Lot# 57 in said Plat; thence East along the North line of said Plat and its Easterly extension crossing the right-of-way of 24th Street to the Northwest corner of Lot # 46 in said Plat; thence East along the North line of said Lot and its Easterly extension crossing a 14 foot wide North and South Public Alley to the Northwest corner of Lot#23 in said Plat; thence South along the East line of said Alley and the West line of said Lot a distance of 40 feet to the Southwest corner of said Lot; thence East along the South line of said Lot, a distance of 128 feet more or less to the Southeast corner of said Lot and the West right-of-way line of 25th Street; thence South along said West line a distance of 40 feet more or less to the Southeast corner of Lot#22 in said Plat; thence East crossing the right-of-way of 25th Street to the Northwest corner of Lot# 14 in said Plat; thence East along the North line of said Lot and its Easterly extension crossing a 14 foot wide North and South Public Alley to the Northwest corner of Lot # 351 in the Plat of"Berner Grove 3rd Addition" as recorded in the records of said County; thence South along said East line and the West line of said Lot a distance of 40 feet more or less to the Southwest corner of said Lot; thence East along the South line of said Lot a distance of 129.32 feet more or less to the Southeast corner of said Lot and the West right-of-way line of 26th Street; thence South along said West line a distance of 40 feet more or less;thence East crossing the right-of-way of 26th Street to the Northwest corner of Lot# 380 in said Plat; thence along the North line of said Lot a distance of 128 feet more or less to the Northeast corner of said Lot; thence South along the East line of said Lot and the West right-of-way line of a 14 foot wide North and South Public Alley a distance of 40 feet more or less to the Southeast corner of said Lot; thence East crossing said Public Alley to the Northwest corner of Lot#410 in said Plat;thence East along the North line of said Lot a distance of 128 feet more or less to the Northeast corner of said Lot; thence South along the East line of said Lot and the West right-of-way line of 27th Street to the Southeast corner of said Lot; thence South crossing the right-of-way of Hastings Street to the Northeast corner of Lot # 409 in said Plat; thence East crossing the right-of-way of 27th Street to the Northwest corner of Lot# 444 in said Plat; thence along the North line of said Lot and the North line of Lot # 471 in said Plat to the Northeast corner of said Lot#471; thence South along the East line of said Lot and the West right-of-way line of 28th Street a distance of 43.30 feet more or less to the Southeast corner of said Lot; thence East crossing the right-of-way of 28th Street to the Northwest corner of Lot# 507 in said Plat; thence East along the North line of said Lot a distance of 128 feet to the Northeast corner of said Lot; thence South along the East line of said Lot and the West right-of-way line of a 14 foot wide Public North and South Alley a distance of 42 feet more or less to the Southeast corner of said Lot; thence East crossing the 14 foot wide Public Alley to the Northwest corner of Lot # 531 in said Plat; thence East along the North line of said Lot a distance of 128 feet more or less to the Northeast corner of said Lot and the West right-of-way line of 29th Street; thence South along said West line a distance of 84 feet more or less to the Southeast corner of Lot# 530 in said Plat; thence East crossing the right-of-way of 29th Street to the Northwest corner of Lot 572 in said Plat, said corner also being on the East right-of-way of said 29th Street; thence South along said East line a distance of 84 feet more or less to the Southwest corner of Lot# 573 in said Plat; thence East along the South line of said Lot a distance of 121.79 feet more or less to the Northeast corner of said Lot; thence Easterly crossing a 14 foot wide North and South Public Alley to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6085-3028 in the records of said Auditor's office; thence East along the North line of said Parcel a distance of 185.85 feet more or less to the Northeast corner of said Parcel, said corner also being on the West right-of- way line of 30th Street; thence South along said West line a distance of 142 feet more or less to the Southeast corner of Lot#21 of the Plat of"Colonial Gardens" as recorded in the records of said County; thence East crossing the right-of-way of 30th Street to the Northwest corner of Lot# 73 in said Plat; thence East along the North line of said Lot a distance of 160 feet more or less to the Northeast corner of said Lot and the West right- of-way line of a 14 foot wide North and South Public Alley; thence South along said West line a distance of 80 feet more or less to the Southeast corner of Lot # 74 in said Plat;thence East crossing the Public Alley to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6085-3048 in the records of said Auditor's office; thence East along the North line of said Parcel a distance of 40 feet more or less to the Northeast corner of said Parcel; thence South along the East line of said Parcel to the North line of Lot# 109 in said Plat; thence East along the North line of said Lot and its Easterly extension crossing the right-of-way of 31st Street to the Southwest corner of Lot # 167 in said Plat; thence North along the east right-of-way line of 31' Street a distance of 42 feet more or less to the Northwest corner of said Lot; thence East along the North line of said Lot and its Easterly extension crossing a 14 foot wide North and South Public Alley to the Southwest corner of Lot#201 in said Plat;thence North along the West line of said Lot and the East right-of-way line of said Alley a distance of 42 feet more or less to the Northwest corner of said Lot;thence East along the North line of said Lot and crossing the right-of-way of 32nd Street to the Southwest corner of Lot#255 in said Plat; thence North along the East right-of-way line of 32nd Street a distance of 84 feet more or less to the Northwest corner of Lot#254 in said Plat;thence East along the North line of said Lot and its Easterly extension crossing a 14 foot wide North and South Public Alley to the Southwest corner of Lot # 294 in said Plat; thence North along the West line of said Lot and East right-of-way line of said Public Alley a distance of 42 feet more or less to the Northwest corner of said Lot;thence East along the North line of said Lot and its easterly extension crossing the right-of-way of 33rd Street to the Northwest corner of Lot# 343 in said Plat; thence North along the east right-of-way line of 33rd Street a distance of 98 feet more or less to the Northwest corner of Lot# 341 in said Plat; thence East along the North line of said Lot and its easterly extension crossing a 14 foot wide North and South Public Alley to the Southwest corner of Lot#401 in said Plat; thence North along the East right-of-way line of said Public Alley a distance of 84 feet more or less to the Northwest corner of Lot#402 in said Plat; thence East along the North line of said Lot and crossing the right-of-way of 34th Street to a point on the East line of said 34th Street; thence North along said East line to the Northwest corner of Lot 224 in the Plat of"Riverdale 2nd Addition" as recorded in the records of said County; thence East along the North line of said Lot and crossing a 14 foot wide North and South Public Alley to the Southwest corner of Lot # 192 in said Plat; thence North along the West line of said Lot and East right-of-way line of said Public Alley a distance of 30 feet more or less to the Northwest corner of a Parcel of ground having a Tax Key Number of 018-6101-3595 in the records of said Auditor's office; thence East along the North line of said Parcel and its Easterly extension crossing 35th Street to a point on the East right- of-way line of said 35th Street;thence North along said East line a distance of 29.70 feet more or less to the Northwest corner of Lot# 160 in said Plat, said corner also being on the South right-of-way line of Hastings Street; thence East along said South line and crossing 36th Street and continuing along said South line and its Easterly extension to a point of intersection with the Centerline of Logan Street; thence South along said Centerline a distance of 3,180 feet more or less to a point of intersection with the Centerline of the St. Joseph River; thence meandering along said Centerline in a Westerly, Northwesterly and Northerly direction a distance of 30,800 feet more or less to the point of beginning. Containing 1,804 acres more or less. Filed in Clerk's Office El___AUG 2 3 1GZJ DAWN M,J 'NES CITY K,SOUTH BEND,IN