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HomeMy WebLinkAbout1 RDC Packet 9.14.23South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, September 14, 2023 – 9:30 a.m. https://tinyurl.com/RedevelopmentCommission or BPW Conference Room 13th Floor 1.Roll Call 2.Approval of Minutes A.Redevelopment Commission Executive Session Minutes, August 24, 2023 B.Minutes of the Regular Meeting of Thursday, August 24, 2023 3.Approval of Claims A.Claims Allowance 8.24.23 B.Claims Allowance 8.29.23 C.Claims Allowance 9.12.23 4.Old Business A.None 5.New Business A.River West Development Area 1.Budget Request (Rebuilding Our Streets RWDA) 2.Development Agreement (Property Brothers LLC) 3.Compliance Update (Bear Brew LLC) 6.Progress Reports A.Tax Abatement B.Common Council C.Other 1.Tax Sale update 7.Next Commission Meeting: Thursday, September 28, 2023, 9:30 am ITEM 1 Executive Session Meeting Minutes: August 24, 2023 The Redevelopment Commission met in Executive Session on Thursday, August 24, 2023 at 9:00 a.m. for the purposes specified in I.C. 5-14-1.5-6.1(b)(2)(B) for discussion of strategy with respect to initiation of litigation or litigation that is either pending or has been threatened specifically in writing and as specified in I.C. § 5-14-1.5- 6.1(b)(2)(D) for discussion of strate3gy with respect to the purchase or lease of real property by the governing body up to the time a contract or option to purchase or lease is executed by the parties. Commissioners David Relos, Marcia Jones, Troy Warner, and Eli Wax appeared in person. Commission attorney Danielle Weiss also appeared in person, as well as Executive Director of Community Investment Caleb Bauer and Property Manager, Joseph Molnar. The meeting was held in the 14th Floor Conference Room, County City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. Those in attendance did not discuss any subject matter other than the subject matter as specified in the public notice. The meeting adjourned at 9:28 a.m. ITEM 2A South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION SCHEDULED REGULAR MEETING August 24, 2023 – 9:30 am https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor Presiding: Marcia Jones, President The meeting was called to order at 9:30 a.m. 1.ROLL CALL Members Present: Marcia Jones, President – IP Troy Warner, Vice-President – IP Eli Wax, Commissioner - IP David Relos, Commissioner – IP Leslie Wesley, Commissioner - V IP = In Person V = Virtual Members Absent: Vivian Sallie, Secretary Legal Counsel: Sandra Kennedy, Esq. Danielle Campbell, Asst. City Attorney Redevelopment Staff: Mary Brazinsky Sears, Board Secretary Joseph Molnar, Staff Others Present: Caleb Bauer Erik Glavich Zach Hurst Matt Barrett DCI DCI Engineering Resident ITEM 2B South Bend Redevelopment Commission Regular Meeting – August 24, 2023 2.Approval of Minutes •Approval of Minutes of the Regular Meeting of Thursday, July 27, 2023 Upon a motion by Commissioner Wax, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved the minutes of the regular meeting of Thursday, July 27, 2023 •Approval of Minutes of the Regular Meeting of Thursday, August 10, 2023 Upon a motion by Commissioner Wax, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved the minutes of the regular meeting of Thursday, August 10, 2023 3.Approval of Claims A.Claims Allowance 8.15.23 Upon a motion by Vice-President Warner, seconded by Commissioner Wax, the motion carried unanimously, the Commission approved the claims allowance for August 15, 2023. 4.Old Business 5.New Business A.River West Development Area 1.Resolution No. 3578 (Property Transfer RDC to BPW Washington & Taylor) Joseph Molnar Presented Resolution No. 3578 (Property Transfer RDC to BPW Washington & Taylor). The two parcels are at the northwestern corner of Washington and Taylor Streets that the Redevelopment Commission owns with a request to transfer to the Board of Public Works. In 2022 the RDC issued a request for proposals for multiple lots and the two lots were included in the proposal. South Bend Heritage submitted a proposal for the property for a mixed market six apartment buildings of both affordable and market rate units. This resolution transfers the property to BPW for ease of transfer to South Bend Heritage. If the project does not come to fruition, the property would come back to the RDC. South Bend Heritage will take possession of the property Fall 2023 and start construction in 2024. The South Bend Heritage will be utilizing the site plan that staff has developed, as well as, catching some of the historic characters with a mansion style structure as opposed to traditional apartment looks. The city is excited about this project. Commission approval is requested. Upon a motion by Vice-President Warner, and seconded by Commissioner Relos, the motion carried unanimously, the Commission approved Resolution No. 3578 (Property Transfer RDC to BPW Washington & Taylor) submitted on Thursday, August 24, 2023. South Bend Redevelopment Commission Regular Meeting – August 24, 2023 2.Resolution No. 3579 (Authorizing Staff Tax Sale Bids) Joseph Molnar Presented Resolution No. 3579 (Authorizing Staff Tax Sale Bids). Next week the St. Joseph County Tax Sale begins. On the tax sale bill the city believes there are multiple properties that are of interest to the city for possible acquisition. The resolution before you allows staff to bid on behalf of the Redevelopment Commission. Properties staff would bid on are already stated on the acquisition list in the RWDA and the total of all the city bids would be a maximum of $125k. This resolution grants Mr. Molnar and Mr. Bauer to bid on the properties with approval by a director for final submission. Staff will provide a status report at the next meeting. Commission approval is requested. Ms. Campbell-Weiss states that if the city wins a bid, there is a long procedural checklist, and we would not own the property until a redemption period has passed, which is about one year. Upon a motion by Commissioner Wax, seconded by Vice-President Warner, the motion carried unanimously, the Commission approved Resolution No. 3579 (Authorizing Staff Tax Sale Bids) submitted on Thursday, August 24, 2023. 6.Progress Reports. A.Tax Abatement B.Common Council C.Other 7.Next Commission Meeting: Thursday, September 14, 2023 8.Adjournment Thursday, August 24, 2023, 9:44 a.m. Vice-President Warner Marcia Jones, President City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Thursday, August 24, 2023 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0062181 $1,270,718.91 GBLN-0062386 $1,539,292.26 GBLN-0000000 $0.00 Total:$2,810,011.17 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: ITEM 3A Attest:_______________________________ Name: Department of Administration & Finance Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and 2,810,011.17$ City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, August 29, 2023 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0062525 $281,538.15 GBLN-0000000 $0.00 Total:$281,538.15 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: Attest:_______________________________ Name: ITEM 3B Department of Administration & Finance Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and 281,538.15$ City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, September 12, 2023 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0062759 $1,461,362.22 GBLN-0063459 $180,389.23 Total:$1,641,751.45 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: ITEM 3C Attest:_______________________________ Name: Department of Administration & Finance Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and 1,641,751.45$ Redevelopment Commission Agenda Item DATE: 9/14/2023 FROM: Scott Kreeger, Project Engineer SUBJECT: Rebuilding Our Streets Plan Funding Request Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: The request is to provide funding to support the City’s Rebuilding Our Streets Plan which is in its third year of implementation. Requested funds will be used for the paving and reconstruction of the intersection at Ameritech & Cleveland Road. TIF District Requested Amount River West $ 255,000 INTERNAL USE ONLY: Project Code: __ _122-049________ _________________________; Total Amount new/change ( inc/dec) in budget: _$255,000__________; Break down: Costs: Engineering Amt: ________________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION ITEM 5A1 Redevelopment Commission Agenda Item DATE: 9/12/23 FROM: Erik Glavich, Director, Growth & Opportunity SUBJECT: Property Bros LLC Development Agreement Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Development Agreement for three properties (542 N. Scott St., 616 Sherman Ave., and 430 Cottage Grove Ave.) with Property Bros LLC SPECIFICS: The Commission will consider a Development Agreement with Property Bros LLC, a small-scale developer committed to providing high-quality affordable housing in South Bend. The developer is undertaking a project to rehabilitate two existing vacant residential buildings and construct a new residential building, bringing online at least 7 new residential units near the Lincoln Way West corridor. This Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission will not exceed $150,400 and (2) the Private Investment by the Developer will be no less than $709,000. The Developer agrees to complete the project by the end of 2025. The Funding Amount will be used for Local Public Improvements such as exterior improvements to existing real property and site improvements. Staff recommends approval of this Development Agreement. INTERNAL USE ONLY: Project Code: _______________________________________________; Total Amount new/change (inc/dec) in budget: _______________; Break down: Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________; Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________ ___________________________________________. Going to BPW for Contracting? Y/N Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ Approved Not Approved SOUTH BEND REDEVELOPMENT COMMISSION ITEM 5A2 DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of September 14, 2023 (the “Effective Date”), by and between the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and Property Bros LLC, an Indiana Limited Liability Company, with offices at 1251 N. Eddy Street, Suite 200, South Bend, Indiana 46617 (the “Developer”) (each, a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the “Act”); and WHEREAS, the Act provides that the clearance, replanning, and redevelopment of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, the Developer owns certain real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto; and WHEREAS, the Developer is in the process of acquiring certain other real property described in Exhibit B, and has entered into a purchase agreement attached hereto as Exhibit C, to acquire said property, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto; and WHEREAS, the property described in Exhibit A and the property described in Exhibit B together and collectively are henceforth known as the “Developer Property” for the purposes of this Agreement; and WHEREAS, the Developer currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit D; and WHEREAS, the Developer Property is located within the corporate boundaries of the City of South Bend, Indiana (the “City”), within the River West Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the City is committed to support the development of affordable housing in South Bend, particularly for low-income residents; and WHEREAS, the Project will contribute to the revitalization of the surrounding area and add vibrancy to the neighborhood; and WHEREAS, the Commission believes that accomplishing the Project as described herein is in the best interests of the health, safety, and welfare of the City and its residents; and WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the local public improvements stated in Exhibit E (the “Local Public Improvements”) and the financing thereof, subject to the terms and conditions of this Agreement and in accordance with the Act. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed One Hundred Fifty Thousand Four Hundred Dollars ($150,400.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements. 1.4 Private Investment. “Private Investment” means an amount no less than Seven Hundred Nine Thousand Dollars ($709,000.00), not including the Funding Amount, to be expended by the Developer for the costs associated with constructing the improvements set forth in the Project Plan, including architectural, engineering, and any other costs directly related to completion of the Project that are expected to contribute to increases in the Assessed Value of the Developer Property. SECTION 2. INTERPRETATION, TERMS, AND RECITALS. 2.1 Interpretation. (a)The terms “herein,” “hereto,” “hereunder,” and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b)Unless otherwise specified, references in this Agreement to (i) “Section” or “Article” shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this “Agreement” shall mean this Agreement and any exhibits and attachments hereto. (c)Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d)The terms “include,” “including,” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. SECTION 3. ACCESS. 3.1 Grant of Easement. (a)Upon execution of this Agreement, the Developer will grant to the Commission a temporary, non-exclusive easement on, in, over, under and across any part(s) of the property described in Exhibit A in the form attached hereto as Exhibit F to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. (b)Upon assuming ownership of the property described in Exhibit B, the Developer will grant to the Commission a temporary, non-exclusive easement on, in, over, under and across any part(s) of the property described in Exhibit B in the form attached hereto as Exhibit G to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. (c)The grants of easement described in paragraph (a) and paragraph (b) in this Section 3 (together and collectively are henceforth known as “the Easement”) shall (i) inure to the benefit of the Commission and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (ii) shall bind the Developer and its grantees, successors, and assigns; and (iii) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER’S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 Timeframe for Acquisition of Property. The Developer will assume ownership of the property described in Exhibit B no later than October 31, 2023. Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to assume ownership of the property described in Exhibit B will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure, which will relieve the Commission of any further obligations under this Agreement to complete the Local Public Improvements and expend the Funding Amount contemplated herein. 4.3 The Project. (a)The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit D and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.8 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b)The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit D and the plans and specifications to be approved by the Commission pursuant to Section 4.8 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.4 Cooperation. The Developer agrees to endorse and support the Commission’s efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.5 Obtain Necessary Easements. The Developer agrees to obtain any and all easements, including an easement on, in, over, under and across any part(s) of the property described in Exhibit B, from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvements, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.6 Timeframe for Completion. The Developer hereby agrees to complete the Project as set forth in the Project Plan and any other obligations the Developer may have under this Agreement by December 31, 2025 (the “Mandatory Project Completion Date”). The Developer further agrees the total Project will be completed in accordance with the Project Plan attached hereto as Exhibit D. Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 4.7 Reporting Obligations. (a)Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b)On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report, in the format set forth as Exhibit H, demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, and (iv) a status report of the number of jobs created for employment at the Developer Property. 4.8 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City’s Executive Director of Community Investment, or their designee, who may approve or disapprove said plans and specifications for the Project in their sole discretion and may request revisions or amendments to be made to the same. 4.9 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of planning, construction, management, and all other activities or purposes associated with the Project (including legal, architectural, and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.10 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City of South Bend Engineering Department (the “Engineering Department”). The Engineering Department may approve or disapprove said bid specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. The Commission shall not be required to expend the Funding Amount unless the Engineering Department has approved all bid specifications. 4.11 Non-Interference. Developer hereby agrees to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.12 Insurance. The Developer shall purchase and maintain comprehensive insurance coverage as is appropriate for the work being performed with respect to the Project. The Developer shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit I attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.13 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission’s commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public Improvements. (a)The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit E attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b)Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.8 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.10 (“Specifications for Local Public Improvements”) of this Agreement. (c)The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d)Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for such purpose. If Developer chooses not to pay any such excess costs of the Local Public Improvements (above the Funding Amount), the Commission may reduce the scope of the Local Public Improvements to the amount which may be funded with the Funding Amount. In no event will the Commission be required to spend more than the Funding Amount in connection with the Local Public Improvements. 5.3 Cooperation. The Commission agrees to endorse and support the Developer’s efforts to expedite the Project through any required planning, design, permitting, waiver, and related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5.4 Public Announcements, Press Releases, and Marketing Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developer. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel; however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7.1, then no default shall exist, and the noticing Party shall take no further action. 7.2 Liquidated Damages. In the event that the Developer fails (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then the Commission shall be entitled to recover from Developer, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual damages to the Commission, the City, and its citizens in the event of a default by Developer would be difficult or impossible to determine, and the Liquidated Damages set forth above represents the best estimate of the Parties as to the amount of such damages at the time of execution and delivery of this Agreement. If the Developer fails to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the Project, including, redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a)The Project is a private development; (b)None of the Commission, the Board of Works, or the Developer has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c)The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party 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 right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any 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. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a)The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b)The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developer: Property Bros LLC 1251 N. Eddy Street, Suite 200 South Bend, Indiana 46617 Attn: Jordan Richardson With a copy to: Serena Wood 3003 Fairing HL Lithonia, GA 30038 Commission: South Bend Redevelopment Commission 1400S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Executive Director, South Bend Department of Community Investment With a copy to: South Bend Legal Department 1200S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Corporation Counsel 9.9 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana. 9.10 Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission’s consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows Troy Warner, Vice-President EXHIBIT A Description of Developer-Owned Property Tax ID No. 018-1054-2323 Parcel Key No. 71-08-02-476-017.000-026 Legal Description: Lot 7 Kents Sub Bol 113 & 114 Commonly known as: 542 N. Scott Street, South Bend, Indiana 46616 Tax ID No. 018-1074-3129 Parcel Key No. 71-08-02-335-006.000-026 Legal Description: Lot 4 Cushings 1st Commonly known as: 616 Sherman Avenue, South Bend, Indiana 46616 EXHIBIT B Description of Property to be Acquired by Developer Tax ID No. 018-1028-1225 Parcel Key No. 71-08-02-457-002.000-026 Legal Description: Lot 2 Klingels Sub Of Heinzmans Add 22-23-24 Commonly known as: 430 Cottage Grove Avenue, South Bend, Indiana 46616 EXHIBIT C Purchase Agreement Document Ref: 9BT6N-RZFB2-AXWQD-KXRVQ Page 1 of 2 2023-08-31 Document Ref: 9BT6N-RZFB2-AXWQD-KXRVQ Page 2 of 2 Signature Certificate Reference number: 9BT6N-RZFB2-AXWQD-KXRVQ Document completed by all parties on: 31 Aug 2023 15:47:36 UTC Page 1 of 1 Signer Timestamp Signature Jordan Richardson, Member Email: jordan@propertybrosllc.com Sent:31 Aug 2023 15:47:36 UTC Signed:31 Aug 2023 15:47:36 UTC IP address: 73.221.49.236 Location: Seattle, United States Signed with PandaDoc PandaDoc is a document workflow and certified eSignature solution trusted by 40,000+ companies worldwide. EXHIBIT D Project Plan The Developer will complete the development of certain property to create seven affordable residential rental units, specifically: •Parcel Key No. 71-08-02-476-017.000-026: Rehabilitate existing vacant real property to create one 3-bedroom unit and two 2-bedroom units; •Parcel Key No. 71-08-02-457-002.000-026: Rehabilitate existing vacant real property to create one 3-bedroom unit and one 2-bedroom unit; and •Parcel Key No. 71-08-02-335-006.000-026: Construct a new residential structure containing two 3-bedroom units. The Developer will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. EXHIBIT E Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: •Site preparation; •Exterior improvements to existing real property, including necessary roof repair and replacement, exterior wall repair, window replacement, painting, and siding repair and replacement; •Landscaping; •Sidewalk and alley repair and replacement; and •Repair and replacement of parking areas adjacent to alleys. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.10 (“Specifications for Local Public Improvements”) are the sole responsibility of the Developer. EXHIBIT F Form of Easement for Developer-Owned Property EXHIBIT 1 Description of Property Tax ID No. 018-1054-2323 Parcel Key No. 71-08-02-476-017.000-026 Legal Description: Lot 7 Kents Sub Bol 113 & 114 Commonly known as: 542 N. Scott Street, South Bend, Indiana 46616 Tax ID No. 018-1074-3129 Parcel Key No. 71-08-02-335-006.000-026 Legal Description: Lot 4 Cushings 1st Commonly known as: 616 Sherman Avenue, South Bend, Indiana 46616 EXHIBIT G Form of Easement for Property to be Acquired by Developer GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _________ of ____________, 2023 (the “Effective Date”), by and between Property Bros LLC, with offices at 1251 N. Eddy Street, Suite 200, South Bend, Indiana 46617 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated ____________, 2023 (the “Development Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: Property Bros LLC Printed: Jordan Richardson Its: Chief Executive Officer STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared _______________________, to me known to be the _____________ of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this __________ day of _______________, 20____. ________________________________________________ ___________________________________, Notary Public Residing in _________________ County, _____________ My Commission Expires: _______________________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. EXHIBIT 1 Description of Property ID No. 018-1028-1225 Parcel Key No. 71-08-02-457-002.000-026 Legal Description: Lot 2 Klingels Sub Of Heinzmans Add 22-23-24 Commonly known as: 430 Cottage Grove Avenue, South Bend, Indiana 46616 EXHIBIT H Form of Report to Commission City of South Bend Department of Community Investment Answer the below questions and return to the Department of Community Investment. Project Information Project Name: __________________________________________________________________ Address: _______________________________________________________________________ Construction Completed to Date: Project Schedule Update: Itemized Accounting of Private Investment to Date: Number of Jobs Created: Name: _______________________________________ Address: _______________________________________ _______________________________________ Position: _______________________________________ Email: _______________________________________ Signature: _______________________________________ Date: ___________________ Development Agreement Review EXHIBIT I Minimum Insurance Amounts A.Worker’s Compensation 1.State Statutory 2.Applicable Federal Statutory 3.Employer’s Liability $100,000.00 B.Comprehensive General Liability 1.Bodily Injury a.$5,000,000.00 Each Occurrence b.$5,000,000.00 Annual Aggregate Products and Completed Operation 2.Property Damage a.$5,000,000.00 Each Occurrence b.$5,000,000.00 Annual Aggregate C.Comprehensive Automobile Liability 1.Bodily Injury a.$500,000.00 Each Person b.$500,000.00 Each Accident 2.Property Damage a.$500,000.00 Each Occurrence ITEM 5A3 July 14, 2022 1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This First Amendment To Real Estate Purchase Agreement (this “First Amendment”) is made on October 27, 2016 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (“Seller”), and Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship with its principal place of business at 12804 Sandy Ct., Granger, Indiana 46530 (“Buyer”) (each a “Party,” and collectively the “Parties”). RECITALS A. Seller and Buyer entered into that certain Real Estate Purchase Agreement dated August 25, 2016 (the “Purchase Agreement”), for the purchase and sale of the Property (as defined in the Purchase Agreement) located in the City of South Bend. B. Buyer continues its examination of the Property pursuant to Section 3 of the Purchase Agreement, including zoning and land use matters, and has requested an extension of the Due Diligence Period. C. Seller desires to grant the requested extension as stated in this First Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this First Amendment and the Purchase Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1. In Section 3.B. of the Purchase Agreement, the term “sixty (60)” is deleted and replaced by the term “ninety (90).” 2. Unless expressly modified by this First Amendment, the terms and provisions of the Purchase Agreement remain in full force and effect. 3. Capitalized terms used in this First Amendment will have the meanings set forth in the Purchase Agreement unless otherwise stated herein. [Signature page follows.] 2 IN WITNESS WHEREOF, the Parties hereby execute this First Amendment To Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship __________________________ Chris Gerard Dated: SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission __________________________ Marcia I. Jones, President ATTEST: __________________________ Donald E. Inks, Secretary 4000.0000065 56770449.001 1 SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Second Amendment To Real Estate Purchase Agreement (this “Second Amendment”) is made on December 15, 2016 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (“Seller”), and 410 W Wayne Street LLC, an Indiana limited liability company with its registered office at 51260 Coveside Dr., Granger, Indiana 46530 (“Buyer”), as the successor-in-interest to Chris Gerard, doing business as Bare Hands Brewery, a sole proprietorship with its principal place of business at 12804 Sandy Ct., Granger, Indiana 46530 (“Gerard”). RECITALS A. Seller and Gerard entered into that certain Real Estate Purchase Agreement dated August 25, 2016, as amended by the First Amendment To Purchase Agreement dated October 27, 2016 (collectively, the “Purchase Agreement”), for the purchase and sale of the Property (as defined in the Purchase Agreement) located in the City of South Bend. B. Gerard assigned to Buyer the Purchase Agreement pursuant to the terms of that certain Assignment And Assumption Of Real Estate Purchase Agreement dated October 27, 2016. C. Buyer continues its examination of the Property pursuant to Section 3 of the Purchase Agreement, including zoning and land use matters, and has requested an extension of the Due Diligence Period. D. Seller desires to grant the requested extension as stated in this Second Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this Second Amendment and the Purchase Agreement, the adequacy of which consideration is hereby acknowledged, the parties agree as follows: 1. In Section 3.B. of the Purchase Agreement, the term “ninety (90)” is deleted and replaced by the term “one hundred fifty (150).” 2. Unless expressly modified by this Second Amendment, the terms and provisions of the Purchase Agreement remain in full force and effect. 3. Capitalized terms used in this Second Amendment will have the meanings set forth in the Purchase Agreement unless otherwise stated herein. [Signature page follows.] 2 IN WITNESS WHEREOF, the parties hereby execute this Second Amendment To Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: 410 W Wayne Street LLC, an Indiana limited liability company By: __________________________ Printed: Its: Dated: SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission __________________________ Marcia I. Jones, President ATTEST: __________________________ Donald E. Inks, Secretary 4000.0000065 62739102.001 THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Third Amendment to Real Estate Purchase Agreement (“Third Amendment”) is entered on January 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A.The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, and a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The sale of the Property closed for the purchase price of One Dollar ($1.00), and a Special Warranty Deed was recorded on March 2, 2017 in the St. Joseph County Recorder’s Office as Document No. 170897 (the “Deed”). C.The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1.Section 11.C. of the REPA shall be deleted in its entirety. 2.Section 12.A. of the REPA shall be deleted in its entirety and replaced with the following: A.Development of Property. i.Buyer’s Expenditure. Buyer shall expend no less than Four Hundred Fifty-Five Thousand Eight Hundred Twenty-Eight Dollars ($455,828.00), or such other reasonable amount that the Parties may agree to in writing, on improvements to the Property, including the interior and exterior improvements of the existing structure on the Property and permanent fixtures affixed thereto, with no more than Twenty-Two Thousand Five Hundred Dollars ($22,500.00) of such amount to be expended on plans for development of the Property, including but not limited 2 to architectural and engineering plans (“Buyer’s Expenditure”). Buyer's Expenditure shall not include brewing equipment or chattel. ii. Project Plan. Buyer shall develop the Property, to the extent reasonably practicable, in accordance with the materials attached as Exhibit C (the "Project Plan"), which the Parties acknowledge is subject to standard acceptances as required for the Buyer to obtain a building permit and other licenses and permits for the operation of a brewpub. Further authorizations may be required by other departments within the City of South Bend (the "City") in order for the Buyer to obtain other permits or allowances, such as connection to the City's water and sewer systems and occupancy. Notwithstanding the foregoing, the Seller has accepted the brewhouse and brewpub concept, with a full-service restaurant, as set forth by the Project Plan and shall also review and accept the final site plan and building façade treatments prior to construction. iii. City Regulations for Central Business District. In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary. iv. Access to Property. During its development of the Property, Buyer shall allow the City, as often as is reasonably required, to perform inspections of the Property. v. Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property within six months of the date this Amendment is executed by the last signatory hereto (the “Project Commencement Date”). vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, by the last day of the 18th month from the date this Amendment is executed (the “Project Completion Date”). 3. Section 12.B. of the REPA shall be deleted in its entirety and replaced with the following: B. Certificate of Completion. i. Issuance. Within 30 days after Buyer completes Buyer’s Expenditure, Buyer can request from the Seller a certificate acknowledging completion of Buyer’s Expenditure and releasing the Seller’s reversionary interest in the Property, which is described in Section 12.C. of the REPA. 3 ii. Recordation. The Parties shall promptly record the Certificate of Completion upon issuance. Buyer shall pay the cost of recordation. 4. Section 12.C. of the REPA shall be deleted in its entirety and replaced with the following: iii. Reversion. The Parties acknowledge that the sale price of the Property does not reflect the fair market value thereof as of the date of the Property's transfer to the Buyer. In consideration for the reduced purchase price, the Buyer agreed to develop the Property, which agreement was secured by a reversionary clause in the deed. Therefore, if Buyer breaches its obligations stated in Sections 12.A.i., 12.A.v. or 12.A.vi. of the REPA, Buyer shall convey all its rights and interests in the Property to the Seller, free of all liens and encumbrances, subject to the Seller's payment to the Buyer of the actual cost of the Buyer's improvements to the Property documented by sufficient invoices or receipts for such repairs, less the value of any existing liens and encumbrances, including unpaid taxes, outstanding on the Property. In no event shall Seller's payment to the Buyer exceed Buyer's Expenditure. If the Seller does not pay Buyer the documented value of the improvements, Buyer shall not be obligated to convey its rights and interests in the Property to the Seller. 6. A new Section 21 shall be added to the Agreement as follows: WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall nay single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any 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. 7. A new Section 22 shall be added to the Agreement as follows: SEVERABILITY If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 4. Unless expressly modified by this Third Amendment, the terms and provisions of the REPA remain in full force and effect. 4 5. Capitalized terms used in this Third Amendment will have the meanings set forth in the REPA unless otherwise stated herein. Signature Page Follows 6 EXHIBIT C Project Plan (Attached) FUTURE PRODUCTION AREA % 71-5 3'8"X 70-3 TST8' 3373 S?C ICOLDROOM 22'-4M0mXl8'-8 5'S* 328- JiT J*0' 0 t07T8"x4'-Tr WB"n-r MS'x<-n5S* S4sjc >i-)' 23-2 5'S"X >3-3 T/8" 2t3SQ.C TB'-Tf 7/8"X TO'-B • 235 SJC 8-3 7/8*X 13-4 7/8" 87s?C Bf]KITCHEN tS -3 5'8"X 5 -f f/4" 82S?CBEERCOOLER o ?sn iiasm rj> I5 « 37-3" JJM"7t'-3 ais* T7T5 O BREW HOUSE 45-8 W X 42-3" «753S?C £o 9 3 LAB O 'SWEATERS0FUTUREFER1IENTER O BRX3HT TANK A a&& EfHlCIHHJ o _xl &a a cf 5 1 ?l)UgHl Ooo H ^gp TTT Bs 14-3 3/4' FOURTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Fourth Amendment to Real Estate Purchase Agreement (“Fourth Amendment”) is made effective as of July 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A.The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, and a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Fourth Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. Section 12.A.v. of the REPA entitled "Commencement of Development" shall be deleted in its entirety and replaced with the following: v.Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property no later than September 9, 2020 (the “Project Commencement Date”). 2. Section 12.A.vi. of the REPA entitled "Completion of Development" shall be deleted in its entirety and replaced with the following: vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, no later than September 30, 2021 (the “Project Completion Date”). 3. Unless expressly modified by this Fourth Amendment, the terms and provisions of the REPA remain in full force and effect. 4. Capitalized terms used in this Fourth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Quentin M. Phillips, Secretary Date: July 23, 2020 410 W. WAYNE STREET, LLC Signed: _______________________________________ Printed: _______________________________________ Its: ____________________________________ Date:___________________________________ 2 President 7/21/20 FIFTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Fifth Amendment to Real Estate Purchase Agreement (“Fifth Amendment”) is made effective as of September 9, 2020 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and 410 W. Wayne Street, LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A. The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, and a Fourth Amendment to Real Estate Purchase Agreement, dated effective July 9, 2020 (collectively, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B. The Parties desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Fifth Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Pa rties agree as follows: 1. Section 12.A.v. of the REPA entitled "Commencement of Development" shall be deleted in its entirety and replaced with the following: v. Commencement of Development. Buyer shall use its good faith effort to commence construction at the Property no later than March 31, 2021 (the “Project Commencement Date”). 2. Section 12.A.vi. of the REPA entitled "Completion of Development" shall be deleted in its entirety and replaced with the following: vi. Completion of Development. Buyer shall complete the improvements to the Property, which are referred to in Section 12.A.i., of the REPA, no later than March 31, 2022 (the “Project Completion Date”). 3. Unless expressly modified by this Fifth Amendment, the terms and provisions of the REPA remain in full force and effect. 2 4.Capitalized terms used in this Fifth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Fifth Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Quentin M. Phillips, Secretary Date: November 23, 2020 410 W. WAYNE STREET, LLC Signed: _______________________________________ Printed: _______________________________________ Its: ____________________________________ Date:___________________________________ President 11/17/20 SIXTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Sixth Amendment to Real Estate Purchase Agreement (“Sixth Amendment”) is made effec=ve as of March 31, 2022 (the “Effec=ve Date”) by the City of South Bend, Indiana, Department of Redevelopment, ac=ng by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and Bear Brew LLC (“Buyer” and collec=vely with the Seller, the “Par=es”). Each of the Par=es may be referred to in this Amendment as a “Party.” Recitals A.The Par=es entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, a Fourth Amendment to Real Estate Purchase Agreement, dated effec=ve July 9, 2020, a FiWh Amendment to Real Estate Purchase Agreement, dated effec=ve September 20, 2020 (collec=vely, the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B.The Par=es again desire to modify certain por=ons of the REPA. NOW, THEREFORE, in considera=on of the foregoing and the mutual covenants and promises contained in this Sixth Amendment and the REPA and for other good and valuable considera=on, the receipt of which is hereby acknowledged, the Par=es agree as follows: 1. Sec=on 12.A.v. of the REPA en=tled "Commencement of Development" shall be deleted in its en=rety and replaced with the following: v. Commencement of Development. Buyer shall commence construc=on at the Property no later than September 1, 2022 (the “Project Commencement Date”). Buyer shall also complete a rough-in inspec=on with the Building Department prior to February 1, 2023 (the “Project Rough-In Inspec=on Date”). If the Project Commencement Date or Project Rough-In Inspec=on dates are not met then the Buyer shall immediately execute the Warranty Deed a`ached as Exhibit D and return the Property to the Seller, without any right to compensa=on from Seller. Buyer shall remain liable for any property taxes and assessments due and owing on the Property on and prior to the transfer date. 2.Sec=on 12.A.vi. of the REPA en=tled "Comple=on of Development" shall be deleted in its en=rety and replaced with the following: vi.Comple/on of Development. Buyer shall complete the improvements to the Property, which are referred to in Sec=on 12.A.i. of the REPA, as evidenced by the issuance of a Cer=ficate of Occupancy, no later than September 1, 2023 (the “Project Comple=on Date”). 3.Sec=on 12.C. of the REPA en=tled “Reversion” shall be revised to delete the phrase “12.A.v.” from the 5th line thereof. 4.Unless expressly modified by this Sixth Amendment, the terms and provisions of the REPA remain in full force and effect. 5.Capitalized terms used in this Sixth Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Sixth Amendment as of the date set forth aWer their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Tory Warner, Secretary Date: June 14, 2022 BEAR BREW LLC : _______________________________________ : ____Christopher Gerard_____________ It:______Sole Owner_______________________ Date:___________07/02/2022________________ EXHIBIT D Warranty Deed AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. 018-3012-044003 WARRANTY DEED THIS INDENTURE WITNESSETH, that Bear Brew LLC, an Indiana limited liability company, with an address of 12804 Sandy Ct., Granger, Indiana 46530 (the “Grantor”) CONVEYS AND WARRANTS to the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the real estate located in St. Joseph County, Indiana and more particularly described as Lot A as shown on the plat of Vail’s Subdivision (First Replat), recorded on October 4, 2013, as Document No. 1330638 in the Office of the Recorder of St. Joseph County, Indiana. Parcel Key No. 018-3012-044003 Commonly Known as 331 W. Wayne St., South Bend, IN (the “Property”). The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments accruing after the date of conveyance; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property. The undersigned person executing this deed on behalf of the Grantor represents and certifies that he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. Signature Page Follows GRANTOR: BEAR BREW LLC By: Chris Gerard, Member STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Chris Gerard, known to me to be a Member of Bear Brew LLC and acknowledged the execution of the foregoing Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of September 2022. ____________________________________ ____________________, Notary Public Resident of ________________, Indiana Commission expires: _______________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. ______________________________________ This instrument was prepared by Sandra L. Kennedy, Corporation Counsel, County-City Building, 227 W Jefferson Blvd., Ste. 1200S, South Bend, IN 46601. SEVENTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Seventh Amendment to Real Estate Purchase Agreement (“Seventh Amendment”) is made effective as of February 1, 2023 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Seller”) and Bear Brew LLC (“Buyer” and collectively with the Seller, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A. The Parties entered into a Real Estate Purchase Agreement, dated August 25, 2016, as the same was amended by a First Amendment to Real Estate Purchase Agreement, dated October 27, 2016, a Second Amendment to Real Estate Purchase Agreement, dated December 15, 2016, a Third Amendment to Real Estate Purchase Agreement, dated January 9, 2020, a Fourth Amendment to Real Estate Purchase Agreement, dated effective July 9, 2020, a Fifth Amendment to Real Estate Purchase Agreement, dated effective September 20, 2020, a Sixth Amendment to Real Estate Purchase Agreement. Dated effective March 31, 2022, (collectively the “REPA”), in which the Seller agreed to sell and the Buyer agreed to purchase and develop certain real property located at 331 W. Wayne St., South Bend, Indiana (the “Property”). B. The Parties again desire to modify certain portions of the REPA. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Seventh Amendment and the REPA and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The following sentence of Section 12.A.v. of the REPA entitled "Commencement of Development": Buyer shall also complete a rough-in inspection with the Building Department prior to February 1, 2023 (the “Project Rough-In Inspection Date”). Shall be deleted in its entirely and replaced with the following: Buyer shall also complete a rough-in inspection with the Building Department prior to March 1, 2023 (the “Project Rough-In Inspection Date”). 2.Unless expressly modified by this Seventh Amendment, the terms and provisions of the REPA remain in full force and effect. 3.Capitalized terms used in this Seventh Amendment will have the meanings set forth in the REPA unless otherwise stated herein. IN WITNESS WHEREOF, the undersigned have executed this Seventh Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Marcia I. Jones, President ATTEST: Vivian Sallie, Secretary Date: February___ , 2023 BEAR BREW LLC Christopher Gerard Sole Owner Date: