HomeMy WebLinkAbout1 RDC Packet 12.14.23South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Agenda
Regular Meeting, December 14, 2023 – 9:30 a.m.
https://tinyurl.com/RedevelopmentCommission or BPW Conference Room 13th Floor
1.Roll Call
2.Approval of Minutes
A.Minutes of the Regular Meeting of Monday, November 20, 2023
3.Approval of Claims
A.Claims Allowance 11.21.23
B.Claims Allowance 11.28.23
C. Claims Allowance 12.05.23
4.Old Business
A.None
5.New Business
A.River West Development Area
1.Budget Request (Downtown Planning)
2.Resolution No. 3585 (SB TIF EDC Forgivable Loan Monreaux Additional
Appropriations RDC).
3.Resolution No. 3586 (Approving the loan agreement Delta Ventures (Monreaux
Project)
4.Fourth Amendment to Real Estate Purchase Agreement (Diamond View/Real
America)
5.Second Amendment (PNA)
B.Administrative
1.Resolution No. 3582 (2024 Meeting Schedule)
2.Resolution No. 3583 (Authorizing DCI Staff for Administrative Acts)
3.Resolution No. 3584 (Staff Authority for Property Contracts Related Services)
C.Other
1.Mortgage Release (Lewis Dorris)
ITEM 1
6.Progress Reports
A.Tax Abatement
B.Common Council
C.Other
7.Next Commission Meeting:
Thursday, January 11, 2023, 9:30 am
South Be n d
Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, IN
SOUTH BEND REDEVELOPMENT COMMISSION
SCHEDULED REGULAR MEETING
November 20, 2023 – 9:32 am
https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor
Presiding: Marcia Jones, President
The meeting was called to order at 9:30 a.m.
1.ROLL CALL
Members Present: Marcia Jones, President – IP
Troy Warner, Vice-President – IP
Vivian Sallie, Secretary - IP
David Relos, Commissioner – IP
Leslie Wesley, Commissioner - V
IP = In Person V = Virtual
Members Absent: Eli Wax, Commissioner
Legal Counsel: Sandra Kennedy, Esq.
Danielle Campbell, Asst. City Attorney
Redevelopment
Staff:
Mary Brazinsky Sears, Board Secretary
Joseph Molnar, Property Manager
Others Present: Caleb Bauer
Erik Glavich
Rosa Tomas
Sarah Schaefer
Jitin Kain
Zach Hurst
Leslie Biek
Charlotte Brach
Gemma Stanton
Patrick Sherman
Lisa Lee
Devereaux Peters
Mark Peterson
Frank Perri
Sue Kesim
Matt Barrett
Katrina Marquardt
DCI
DCI
DCI
DCI
Engineering
Engineering
Engineering
Engineering
Engineering
VPA
Ice Miller
WNDU
Monreaux
Resident
Resident
Resident
Resident
ITEM 2A
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
2.Approval of Minutes
A.Approval of Minutes of the Regular Meeting of Thursday, November 9, 2023
Upon a motion by Secretary Sallie, seconded by Vice-President Warner, the
motion carried unanimously, the Commission approved the minutes of the regular
meeting of Thursday, November 9, 2023.
B.Approval of Minutes of the Executive Session on Thursday, November 9, 2023
Upon a motion by Vice-President Warner, seconded by Commissioner Relos, the
motion carried unanimously, the Commission approved the minutes of the
Executive Session of Thursday, November 9, 2023.
3.Approval of Claims
A.Claims Allowance 11.14.23
Upon a motion by Secretary Sallie, seconded by Commissioner Relos, the motion
carried unanimously, the Commission approved the claims allowances of
November 14, 2023.
4.Old Business
5.New Business
A.River West Development Area
1.Budget Request (LaSalle Park Improvements)
Patrick Sherman Presented a Budget Request (LaSalle Park Improvements).
LaSalle Park is located on an EPA superfund site and went through a project
earlier this year to remediate the site. The city engaged with a consultant and
legal to work with the EPA on the required soil management plan for
improvements. The requirement of the disturbed soil was to have it removed from
the site and replaced with clean soil. This required additional funding for hazmat
certification and soil requirements in the amount of $160k. Commission approval
is requested.
Upon a motion by Secretary Sallie, seconded by Vice-President Warner, the
motion carried unanimously, the Commission approved Budget Request (LaSalle
Park Improvements) submitted on Monday, November 20, 2023.
2.Real Estate Purchase Agreement (Mary Coyne 214 W Wayne)
Joseph Molnar Presented a Real Estate Purchase Agreement (Mary Coyne 214
W Wayne). This is a purchase agreement for 214 W Wayne Street. This is
where the vast majority of city employees park. The space has been leased for
years for $1,400 a month. The city does not believe the space will be used for
parking in the future as the mayor announced a new downtown plan. Staff
believes this property will can be redeveloped in the future under the downtown
plan and would ask for Commission approval to purchase this property.
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
Upon a motion by Commissioner Relos, seconded by Vice-President Warner, the
motion carried unanimously, the Commission approved a Real Estate Purchase
Agreement (Mary Coyne 214 W Wayne) submitted on Monday, November 20,
2023.
3.Budget Request (Safe Routes to School)
Gemma Stanton Presented a Budget Request (Safe Routes to School). The
request before you is for $155,250 for a professional service agreement for safe
routes to school project at Muessel primary, Holy Cross and Our Lady of Hungry
neighborhoods. The amount is for survey work on sidewalks, curbs, and ramps.
INDOT will cover 80% of the amount, however, the city will need to pay the full
amount up front.
Vice-President Warner if the reimbursement comes back to the commission.
Caleb Bauer responded yes.
Sue Kesim, 422 Kennedy Drive, resident, pointed out the sidewalks going to John
Marshall are rubble along Springbrook Drive and along Byron. Since a lot of
people walk there including the Jewish community walking to synagogue, she
would like to see these included in this project.
Gemma Stanton replied that those areas cannot be included in this project funded
by INDOT as they have to stay within the specific boundaries. Those areas can
be looked at with a future project.
Upon a motion by Vice-President Warner, seconded by Secretary Sallie, the
motion carried unanimously, the Commission approved Budget Request (Safe
Routes to School) submitted on Monday, November 20, 2023.
4.Resolution No. 3581 (Accepting Transfer of Property from BPW Carrol St)
Joseph Molnar Presented Resolution No. 3581 (Accepting Transfer of Property
from BPW Carrol Street). BPW acquired the property in 2022 near the downtown
post office. By transferring the property, the city can put this property through the
disposition process in the future. Commission approval is requested.
Upon a motion by Commissioner Relos, seconded by Vice-President Warner, the
motion carried unanimously, the Commission approved Resolution No. 3581
(Accepting Transfer of Property from BPW Carrol Street) submitted on Monday,
November 20, 2023.
5.Development Agreement (Monreaux)
Erik Glavich Presented a Development Agreement (Monreaux). The Monreaux
project at 505 S Michigan Street is a LIHTC project. Deveraux Peters is the
developer. This will be a four-story building of 65k square feet. This will be a
minimum of sixty apartments at low income. Twenty-three units are in the 50%
AMI and twenty-three will be at 80%AMI. The agreement is for $2.3M in RDC
funding. Total project cost is $16M. Project is to be completed within 3 years of
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
the closing date. In July of 2022 RDC entered into a real estate purchase
agreement for The Monreaux. August 2022 Common Council confirmed an 8-
year tax abatement. February 2023 IHCDA award was announced and July 2023
a First Amendment to the purchase agreement was presented and approved.
Next steps; November 2023 approval of both Development agreement and
Resolution No. 3580 for the forgivable loan. Common Council will introduce the
forgivable loan note ordinance. On December 11, 2023, EDC will be asked to
adopt resolutions approving documents giving recommendations to Common
Council for adoption; Common Council will vote on the ordinance. December 14,
2023, we will bring a resolution to RDC for TIF funding.
Caleb Bauer stated that we have used the EDC statute in the past with the SB
Chocolate Dinosaur Museum. The reason we are using this on The Monreaux
project is due to the state mandated timelines. The forgivable loan format allows
for contracting in a timelier manner. We would like to use this format in the future
for all LIHTC projects.
Deveraux Peters stated that she is excited to start this project and believes it will
be a great project for downtown. The first floor will have work units as opposed to
retail spaces, which adds flexibility to the community.
Mr. Bauer stated that there is a request for two amendments proposed. One is
changing the reference in 3.2 from section 4.7 to section 3.5. Two is striking the
language of common ownership in the fifth whereas clause of the agreement.
Upon a motion by Vice President Warner, seconded by Commissioner Relos, the
motion carried unanimously, the Commission approved Development Agreement
(Monreaux) amending the scrivener’s error in section 3.2b to section 3.5 and
amend the fifth whereas clause in common ownership to common entities and
submitted on Monday, November 20, 2023.
Upon a motion by Vice President Warner, seconded by Secretary Sallie, the
motion carried unanimously, the Commission approved Development Agreement
(Monreaux) as amended submitted on Monday, November 20, 2023.
6.Resolution No. 3580 (Monreaux)
Erik Glavich Presented a Budget Request (Monreaux). This resolution would
authorize the funding to be distributed to the Monreaux in the form of a forgivable
loan. This provides flexibility for the development and ensures that there are no
delays in the project.
Lisa Lee noted that this is the same process that we used with the SB Chocolate
Dinosaur Museum. The meeting of the EDC on December 11, 2023, will be a
public notice meeting. Notice will be posted ten days prior to the meeting to then
be recommended to the Common Council. In section II the agreement should
read that the payment of funds shall be up front upon execution of the agreement
and then be forgiven upon the closing date. Ms. Lee stated that she will provide
Ms. Campbell Weiss a revised document for execution. This is to get the public
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
improvements started.
Commissioner Relos asked if they are to be used for designated project work.
Mr. Bauer replied they are for LPI (local public improvement).
Commissioner Relos asked about the pictures one shows a deck on the back with
a garden space.
Ms. Peters stated it will be a community space with a walking path, grills, and
patio seating for tenants with a garden area to congregate and have guests.
Secretary Sallie asked about the retail space on the first floor as part of the plan.
Ms. Sallie asked if the building would have on-site management.
Ms. Peters stated that yes, there will be on-site management.
Sue Kesim, 422 Kennedy, resident asked for the total expected expenditure of the
project.
Mr. Bauer stated $16M.
Sue Kesim asked since it is a mixed-use space on the first floor, will there be a
grocery store. Will there be space on the first floor that they will be held
accountable for.
Mr. Bauer stated that there is no requirement on use of the retail space. In the
past when the commission has made a recommendation of space, there was a
consideration of TIF funds that was commensurate to asking for an additional
commitment for type of use in the retail space. There is no requirement on type of
use in this project, but we certainly would want to see viable retail in the
downtown area. This plays into that strategy.
Sue Kesim stated that Barnes and Thornburg still has no retail on the first floor.
Mr. Bauer stated that there is a coffee shop on the first floor.
Sue Kesim stated that it does not fill up the majority of the space. She is asking
about the requirements because for her it has not worked out in the past.
Ms. Peters stated that a market study was performed of downtown area to negate
what Ms. Kesim is stating. These units are not simply retail space. The units are
residential as well and will be filled. There is a small retail area where residents
or entrepreneurs can work out of those, but they are still residential units. There
will not be the issue of vacancy as people will be living there.
Matt Barrett, 110 S Niles asked when the documents were first drafted as he has
asked for revision to documents, but he does not want to change documents that
are already in process.
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
Mr. Bauer stated they started in the summer of 2023.
Mr. Barrett states that he has suggested changes, and they are not reflected in
the documents but since the documents were drawn up during the summer, he
will withdraw the comment.
Mr. Barrett states that the not for profit and the for profit are under common
ownership. He asks how that is possible. There is also a cross reference in
section 4.7 on page 50 of the packet. He stated there is no section 4.7 as
referenced this is in section 3.2 on page 3 of the document.
Mr. Glavich stated that should have read section 3.5 and will be updated. He
asked for the Commission to vocally allow us to change the development
agreement to reflect the change.
Mr. Barrett asked to address the fifth whereas about common ownership and
control Delta Ventures, described as a not for profit.
Mr. Glavich stated that as they were working on the project with Ms. Peters, they
established Delta Ventures Ltd.
Mr. Bauer stated that staff is asking about the structure of Delta Ventures limited
vs The Monreaux, LLC.
Ms. Peters states The Monreaux, LLC is the ownership entity of the project. Delta
Ventures is loaning the money to the ownership entity.
Mr. Barrett asked how can a not for profit and a profit be under the same
ownership.
Mr. Bauer stated that this may have been common language that we have in a
development agreement that may have inaccurately reflected the ownership.
Ms. Peters states that The Monreaux is the ownership entity that includes the
general partner, which is Ms. Peter’s organization as well as her syndicator who
will be part owner and sell the tax credits to investors. Ms. Peters states that the
non-profit is an entity that she is a part of but not solely and an entity used to
funnel the funds.
Mr. Bauer states for clarity of the agreement that under common ownership
clause be stricken.
Mr. Barrett asked how the interest on the loan will work in terms of the funding
obligation; is it treated as a private fund, a public fund or just disregarded.
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
Mr. Bauer stated that the resolution establishes the ability for the EDC and the
Common Council to enter into the loan agreement document which will be
contemplated and stipulated in the actual loan agreement. In the previous
agreement mentioned, there was interest levied. If the loan is forgiven, then there
is no interest payable. This will go through the EDC then the Common Council
and return to the RDC for final authorization. This resolution commits the funding
but not committing the RDC to the loan yet, we will come back for that agreement.
Mr. Barrett asked, in theory, there is no interest on the loan, and it is coming from
RDC money. There is no bond issuance. And the city is not paying any interest.
Vice-President Warner stated is the building fails to be built, the loan will be paid
back with interest accrued on that.
Mr. Bauer stated that there is a request for an amendment proposed. Amending
section two language stating that the funding would be provided up front to the
developer with the forgiveness still stipulated on successful completion of the
project. IHCDA has a tighter timeline than 36 months that is a holdover from the
language in the real estate purchase agreement. IHCDA compliance will begin on
January 1, 2024, which gives the project 2 full calendar years to complete the
project. The city is giving 3 years.
Sue Kesim asked if there are ADA compliant apartments and how many.
Ms. Peters noted that there are ten fully accessible. But the other six can be
converted into ADA units.
Vice-President Warner stated we have been working with Ms. Peters for 18
months and it is an exciting project. The project is very transformative for the
neighborhood. Mr. Warner stated he was at Notre Dame talking to another
developer with HUD housing and the difficulties municipalities are having to get
creative on market rate apartments with the funding gap using different tools such
as tax abatements. He was very complementary of South Bend and the use of
creativity. He was familiar with the housing tax credits and that we are including
the announcement for one this year. We are going to have to continue to be
creative to solve the housing crisis.
Commissioner Wesley thanked Deveraux and is excited with the innovative vision
and excited with the vision in coming back investing in South Bend.
Upon a motion by Vice President Warner, seconded by Commissioner Relos, the
motion carried unanimously, the Commission approved Resolution No. 3580
(Monreaux) with the amendment of section 2 to strike payment at final completion
and add payment upon the execution of the agreement by the parties and
approval by all necessary entities submitted on Monday, November 20, 2023.
Upon a motion by Vice President Warner, seconded by Secretary Sallie, the
motion carried unanimously, the Commission approved Resolution No. 3580
(Monreaux) as amended submitted on Monday, November 20, 2023.
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
Secretary Sallie stated she had a question about the Dream Center; it is a
wonderful project that has been a long time coming; in spring 2023 we talked
about the surrounding properties many of which are an eyesore. A conversation
was to be had with those owners/absentee owners to improve those properties.
Have those conversations happened yet?
Mr. Bauer states there have been some conversations with some of the property
owners but not all of them. We are planning on that in the near future.
Commissioner Wesley stated she agrees with Secretary Sallie and would like to
look into further examination of that area as that is a lot of money to spend on that
beautiful property when the surrounding area is an eyesore. Is there any
homeownership efforts? Is there a developer for the homes in the area yet?
Mr. Bauer states he is not at liberty to discuss things that are in process but yes,
that is something on our radar that we want to work towards. Blighted buildings
are not good for the neighborhood.
Ms. Sallie noted that many of the homes, but many are absentee ownership.
B.Redevelopment East Development Area
1.Budget Request (Market District Planning Contract)
Jitin Kain Presented a Budget Request (Market District Planning Contract). This
budget request is for $600k out of REDA TIF to serve as the local match for the
Raise federal grant. The city received a raise grant last year in the amount of
$2.4M which had a match of $600k. The total amount of the grant is $3M. This
grant will fund environmental analysis and preliminary engineering for the market
district area. This is preliminary to study the removal of the clover leaves and will
last approximately 3 years; the bulk is environmental work which takes a long
time. The consultant has been selected and we expect to contract with them one
the local match is received.
Commissioner Relos asked if the environmental analysis is expected to take 3
years.
Mr. Kain noted yes this is a federal project which requires environmental analysis
with impact, cultural impact, socioeconomic, social justice impact, wetland
analysis and natural resources. That is an extensive federal process. We will be
studying the clover leaf areas and producing suggested solutions. There was a
concept already developed as the federal grant requires an alternate analysis.
Sue Kesim asked why it is so important to undo something. She uses it every day
for work. Why are we getting rid of it?
Mr. Kain the study is not looking at removing or dismantling the Eddy Street
bridge. It is looking at the removal of the clover leaves which do not have the
amount of traffic that is required of a freeway ramp. The ramp system and the
highway was created in 1960s when Studebaker Corporation was running, and
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
we had a population of 132,000 people which is 30,000 more than we have today.
Current traffic counts do not warrant the cloverleaves as they exist today. This is
the process to study their model of removal of the cloverleaf and put in a system
of street networks. You will still have access as the street network will not go
away.
Ms. Kesim stated that Steel Warehouse and Lippert are two major employers that
are expanding. It may not be Studebaker, but it helps people from the South Side
get to the West side, Beacon, and city employees as well.
Vice-President Warner stated that he has seen drawings and residents will still be
able to use the streets efficiently. The massive clover leaves taking up space will
just be removed, and the area utilized.
Ms. Kesim stated it seems like there is just more gridlock while driving to work in
South Bend.
Upon a motion by Vice-President Warner, seconded by Commissioner Relos, the
motion carried unanimously, the Commission approved Budget Request (Market
District Planning Contract) submitted on Monday, November 20, 2023.
C.Administrative
1.RDC General Report
Caleb Bauer Presented the Commission with a General Report. Mr. Bauer re-
introduced the TIF Districts to the Commission. The city has seen continued
growth projections of TIF for 2023. We are seeing continued growth in revenues
above our conservative projections. Baker Tilly will prepare new projections the
will be more reflective of the current environment.
Mr. Bauer outlined a few major upcoming and ongoing projects including
rebuilding our streets, the downtown plan process, central fire station roof
replacement with solar installation, south side neighborhood park, SBCSC career
center, acquisition of low-barrier intake center, land bank startup costs in
partnership with St. Joseph County and continued implementation of
Neighborhood Improvement bonds.
Mr. Bauer stated in the Department of Community investment we are committed
to opportunities. READI 2.0 is a program in which we will be applying in April
2024 for up to $75M in awards for the state. The 2.0 program will only be able to
fund infrastructure projects or brick and mortar buildings. We are working on
federal opportunities such as the reconnecting communities grant re-application,
RAISE grant design, EV charging infrastructure grant and choice neighborhoods
initiative plan. The department is also working on both neighborhood and
downtown plan implementations.
Mr. Bauer noted the departmental goals for 2024 which included continued focus
on new neighborhood housing initiatives to minimize the appraisal gap and move
more vacant lots to constructive uses. The adoption and implementation of
Monroe, Edgewater, LaSalle, and River Park neighborhood plans. Ongoing focus
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
and cleanup and potential redevelopment of Drewry’s site and expansion of
brownfield remediation. Improving residential engagement with city services and
direct neighborhood association support. Increase city services including better
accessibility of information online. Exploring software solutions for the
neighborhood inspectors. Expand the workforce development programming and
build connections with other organizations to understand holistic workforce
development. Improve access to financing for small businesses. Promote
greater density within the urban core and surrounding neighborhoods. Maximize
impact of READI, state and federal grant opportunities.
Sue Kesim mentioned that she received her Artificial Intelligence certification and
there was a focus on how fast driverless cars are coming, which is great for our
senior population. It would help to put sensors on buildings to help these cars to
navigate our streets.
Sue also mentioned that we need to look into creative funding ideas instead of
debt. Other cities are fining owners that leave their buildings vacant. The city
should look into that as they have a huge vacant rate.
Mr. Bauer mentioned the city is on the same page and will be bringing programs
like this forward in the future.
6.Progress Reports
A.Tax Abatement
1.Erik Glavich stated that at the Common Council meeting the Council approved the
following:
• Waiver of non-compliance was approved by the Common Council for Nilkanth
properties LLC which owns the Dairy Queen on west Western Avenue. They
have been filing their tax paperwork with the Department of Community
Investment but not with the auditor’s office as they did not receive the benefits of
their tax abatement. The Council approved a waiver of non-compliance so they
would be refunded the taxes.
B.Common Council
1.Next week we will be bringing forth a new abatement on Scott Street.
2.Mr. Bauer stated that a map of developments laid out will be brought forth
to commission at a future meeting.
C.Other
Mr. Bauer noted that Advantix was awarded a tax project for the 50-unit project
primarily in the NNN. Homes will also be built in Kennedy, Muessel Grove and
LaSalle parks. They have agreed to the city pre-approved plans except for
townhomes which we do not have a plan for at this time. This is our fourth award.
Barehands did bring forth documents, but many are not admissible. We will be
collaborating with them and schedule a walk-through of the property and then
bring a recommendation to the Commission.
South Bend Redevelopment Commission Regular Meeting – November 20, 2023
7.Next Commission Meeting:
Thursday, December 14, 2023
8.Adjournment
Monday, November 20, 2023, 11:00 am
Vivian Sallie, Vice-President Marcia Jones, President
City of South Bend
Department of Administration & Finance Claims Allowance
Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Tuesday, November 21, 2023
claims andPursuant to Indiana Code 36-4-8-7, I have audited and certified the attached submit them for allowance in the
following amounts:
GBLN-0067691 $316,415.50
GBLN-0000000 $0.00
Total:$316,415.50
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
ITEM 3A
Attest:_______________________________
Name:
Department of Administration & Finance
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
316,415.50$
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Tuesday, November 28, 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-0067953 $899,570.88
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$899,570.88
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
ITEM 3B
Attest:_______________________________
Name:
Department of Administration & Finance
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
899,570.88$
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Tuesday, December 5, 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-0068659 $28,279.31
GBLN-0000000 $0.00
GBLN-0000000 $0.00
Total:$28,279.31
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
ITEM 3C
Attest:_______________________________
Name:
Department of Administration & Finance
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
28,279.31$
Redevelopment Commission Agenda Item
DATE: Dec. 12, 2023
FROM: Caleb Bauer, Executive Director of DCI
SUBJECT: Budget Request for Downtown Planning Process
Funding Source* (circle one) River West; River East; South Side; Douglas Road; West Washington; RDC General
*Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller,
then the authorization of the expenditure of such funds shall be void and of no effect.
Purpose of Request: $500,000 budget request for development of the first Downtown Master
Plan
Specifics: The Department of Community Investment requests $500,000 from the River West
Development Area to fund professional services in support of the development of a Downtown
Master Plan.
Staff plans to engage with a number of consultants, including urban design firms Urban Design
Associates and Torti Gallas + Partners, as well as others to conduct analysis on retail, parking,
and housing needs in the downtown area.
The City has not conducted a Downtown Master planning process in decades, and the
unprecedented growth we have seen in the downtown area merits a planning process that can
help to ensure growth is coordinated and additive.
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
ITEM 5A1
4856-2014-2982.1
RESOLUTION NO. 3585__________
SOUTH BEND REDEVELOPMENT COMMISSION
ADDITIONAL APPROPRIATION RESOLUTION
WHEREAS, the South Bend ("City") Redevelopment Commission ("Commission") has
established the River West Development Allocation Area No. 1 ("Allocation Area") in the River
West Development Area and in order to undertake certain local public improvements, including
the construction of site work and infrastructure improvements needed to serve the development,
construction and equipping of a four-story building containing at least sixty-five thousand
(65,000) square feet which will include the incorporation of the historic masonry features
preserved by the Commission; and (ii) a minimum of sixty (60) total apartment units of which no
fewer than twenty-three (23) apartment units will be exclusively available for tenants at fifty
percent (50%) or lower of the AMI and no fewer than an additional twenty-three (23) apartment
units will be exclusively available for tenants at eighty percent (80%) or lower of AMI ("Delta
Project"), on certain real estate acquired by Delta Ventures Ltd., an Indiana Nonprofit
Corporation ("Delta") and Monreaux LLC each in or physically connected to the Allocation
Area;
WHEREAS, the Common Council of the City adopted its loan ordinance ("Delta Loan
Ordinance") on December 11, 2023, which Delta Loan Ordinance authorizes the issuance and
funding of its Taxable Economic Development Revenue Note, Series 2023 (Monreaux Project)
to be issued in one or more series ("Series 2023 Note") from the City to Delta, in an amount not
to exceed $2,300,000, as evidence of a loan to Delta ("Delta Loan"), to finance a portion of the
Delta Project;
WHEREAS, the Commission has pledged TIF Revenues (as defined in the Delta Loan
Ordinance) on hand or to be on hand to the funding of the Series 2023 Note; and
WHEREAS, the Commission has published notice in accordance with IC 5-3-1 and IC 6-
1.1-18-5, and on December 14, 2023, held a public hearing regarding the appropriation of the
proceeds of the TIF Revenues to the funding of the Series 2023 Note;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND
REDEVELOPMENT COMMISSION, AS FOLLOWS:
1.An appropriation in an amount not to exceed Two Million Three Hundred
Thousand Dollars ($2,300,000), and interest earned thereon, is hereby made to be applied to the
funding of the Series 2023 Note, as evidence of the Delta Loan, and the funds to meet this
appropriation will be provided out of TIF Revenues collected in the Allocation Area. This
appropriation is in addition to all other appropriations provided for in the existing budget and tax
levy of the South Bend Redevelopment District for the current year.
ITEM 5A2
4856-2014-2982.1
-2 -
2. The fiscal officer of the Commission is hereby authorized and directed to provide
information to the Department of Local Government Finance concerning this appropriation.
3. This resolution shall be in full force and effect immediately upon its adoption.
Adopted at a meeting of the Commission held on December 14, 2023, in South Bend,
Indiana.
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia Jones, President
ATTEST:
_______________________________
Vivian Sallie, Secretary
4886-1431-7718.1
SOUTH BEND REDEVELOPMENT COMMISSION
RESOLUTION NO. 3586_____
RESOLUTION APPROVING THE SUBSTANTIALLY FINAL
FORM OF LOAN AGREEMENT AND ACKNOWLEDGMENT BY
THE SOUTH BEND REDEVELOPMENT COMMISSION FOR THE
DELTA VENTURES LTD (MONREAUX) PROJECT
WHEREAS, the City of South Bend, Indiana ("City") has determined to enter into a Loan
Agreement with Delta Ventures LTD., an Indiana Nonprofit Corporation duly organized and
existing and authorized to do business under the laws of the State of Indiana ("Borrower"), under
common control with Monreaux LLC, dated as of December 1, 2023 ("Loan Agreement") for a
direct loan, to be secured by the Series 2023 Note to be funded with TIF Revenues (each as defined
in the Loan Agreement) on a forgivable basis, to the Borrower for the acquisition, construction, or
installation of economic development projects, including the construction of site work and
infrastructure improvements needed to serve the redevelopment and development of: (i) a four-
story building containing at least sixty-five thousand (65,000) square feet which will include the
incorporation of the historic masonry features preserved by the Commission; and (ii) a minimum
of sixty (60) total apartment units of which no fewer than twenty-three (23) apartment units will
be exclusively available for tenants at fifty percent (50%) or lower of the area median income
("AMI") and no fewer than an additional twenty-three (23) apartment units will be exclusively
available for tenants at eighty percent (80%) or lower of AMI on certain real estate acquired by
the Borrower with an overall investment of approximately $13,700,000, on certain real estate
acquired by the Borrower as set forth on Exhibit B of the Loan Agreement, together with all
necessary appurtenances, related improvements and equipment;
WHEREAS, on November 20, 2023, the Commission adopted Resolution No. 3580
authorizing the use of TIF Revenues on hand or to be on hand to fund the Series 2023 Note; and
WHEREAS, the Commission has agreed to execute the Acknowledgment of the Loan
Agreement to be entered into by and between the City and the Borrower;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT
COMMISSION, THAT:
1. The Commission hereby approves the substantially final form of the Loan
Agreement presented to this meeting and attached hereto and incorporated herein as Exhibit A.
2. The President or Vice President of the Commission is hereby authorized to execute
the Acknowledgement of the Loan Agreement and the Secretary is hereby authorized to attest and
execute the Acknowledgment of the Loan Agreement.
3. The Secretary is hereby authorized and directed to initial and date a copy of the
proposed Loan Agreement submitted to this meeting and place the same in the minutes of this
meeting, and the Loan Agreement is made a part of this resolution as fully as if same were set forth
herein.
4886-1431-7718.1
- 2 -
4. This resolution shall be effective upon passage.
Adopted December 14, 2023.
SOUTH BEND REDEVELOPMENT COMMISSION
___________________________________________
President
___________________________________________
Vice President
__________________________________________
Secretary
__________________________________________
Member
__________________________________________
Member
Attest:
______________________________
Secretary
4886-1431-7718.1
EXHIBIT A
Substantially Final Form of Loan Agreement
(Attached)
4865-5920-9350.2
LOAN AGREEMENT
BETWEEN
DELTA VENTURES LTD.
AND
CITY OF SOUTH BEND, INDIANA
Dated as of December 1, 2023
i
4865-5920-9350.2
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS AND EXHIBITS..............................................................................2
Section 1.1. Terms Defined. ..................................................................................................2
Section 1.2. Rules of Interpretation.........................................................................................5
Section 1.3. Exhibits. ..............................................................................................................5
ARTICLE II. REPRESENTATIONS; LOAN OF TIF REVENUES .............................................6
Section 2.1. Representations by City ......................................................................................6
Section 2.2. Representations by Borrower ..............................................................................6
Section 2.3. Series 2023 Note. ................................................................................................7
ARTICLE III. PARTICULAR COVENANTS OF THE BORROWER .........................................8
Section 3.1. Forgiveness of Payment of Loan. .......................................................................8
Section 3.2. RESERVED. .......................................................................................................8
Section 3.3. Continuing Existence and Qualification .............................................................8
Section 3.4. Assignment, Sale or Other Disposition of Project ..............................................8
Section 3.5. Indemnity ............................................................................................................8
Section 3.6. Issuance of Substitute Notes ...............................................................................8
Section 3.7. Payment of Expenses of Loan. ............................................................................9
Section 3.8. Reserved. .............................................................................................................9
Section 3.9. Other Amounts Payable by the Redevelopment Commission ............................9
Section 3.10. Completion of Project .........................................................................................9
Section 3.11. Sale, Substitution, or Lease of the Development; Assignment of Loan
Agreement. ..........................................................................................................9
ARTICLE IV. EVENTS OF DEFAULT AND REMEDIES THEREFOR .................................11
Section 4.1. Events of Default...............................................................................................11
Section 4.2. Remedies Cumulative .......................................................................................12
Section 4.3. Delay or Omission Not a Waiver ......................................................................12
Section 4.4. Waiver of Extension, Appraisement or Stay Laws. ..........................................12
Section 4.5. Remedies Subject to Provisions of Law............................................................12
Section 4.6. Rights of the City ..............................................................................................12
Section 4.7. Waiver of Events of Default .............................................................................13
Section 4.8. Limitation of Liability .......................................................................................13
Section 4.9. Force Majeure ...................................................................................................13
ARTICLE V. IMMUNITY ...........................................................................................................14
Section 5.1. Immunity ...........................................................................................................14
ARTICLE VI. SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT......15
ii
4865-5920-9350.2
Section 6.1. Supplements and Amendments to this Loan Agreement ..................................15
ARTICLE VII. DEFEASANCE ...................................................................................................16
Section 7.1. Defeasance. .......................................................................................................16
ARTICLE VIII. MISCELLANEOUS PROVISIONS ..................................................................17
Section 8.1. Termination by Borrower ..................................................................................17
Section 8.2. Dispute Resolution ............................................................................................17
Section 8.3. Confidentiality ..................................................................................................17
Section 8.4. Information Security .........................................................................................17
Section 8.5. Loan Agreement for Benefit of Parties Hereto. ................................................17
Section 8.6. Severability .......................................................................................................17
Section 8.7. Limitation on Interest ........................................................................................18
Section 8.8. Addresses for Notice and Demands ..................................................................18
Section 8.9. Successors and Assigns. ....................................................................................19
Section 8.10. Counterparts. .....................................................................................................19
Section 8.11. Governing Law..................................................................................................19
Section 8.12. Third-Party Beneficiary. ...................................................................................19
4865-5920-9350.2
LOAN AGREEMENT
This is a LOAN AGREEMENT dated as of December 1, 2023 ("Loan Agreement")
between DELTA VENTURES LTD., an Indiana Nonprofit Corporation duly organized and
existing and authorized to do business under the laws of the State of Indiana, under common
control with Monreaux LLC ("Borrower"), and the CITY OF SOUTH BEND, INDIANA ("City"),
a municipal corporation duly organized and validly existing under the laws of the State of Indiana.
PRELIMINARY STATEMENT
WHEREAS, Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, as supplemented and
amended (collectively, "Act"), has been enacted by the General Assembly of Indiana.
WHEREAS, the Act provides that a municipal corporation may, pursuant to the Act, make
direct loans to users or developers for the cost of acquisition, construction, or installation of
economic development projects, including the construction of site work and infrastructure
improvements ("Local Public Improvements") needed to serve the redevelopment and
development of: (i) a four-story building containing at least sixty-five thousand (65,000) square
feet which will include the incorporation of the historic masonry features preserved by the
Commission; and (ii) a minimum of sixty (60) total apartment units of which no fewer than twenty-
three (23) apartment units will be exclusively available for tenants at fifty percent (50%) or lower
of the area median income ("AMI") and no fewer than an additional twenty-three (23) apartment
units will be exclusively available for tenants at eighty percent (80%) or lower of AMI on certain
real estate acquired by the Borrower with an overall investment of approximately $13,700,000
("Development"), on certain real estate acquired by the Borrower as set forth on Exhibit B attached
hereto, together with all necessary appurtenances, related improvements and equipment, with such
loans to be secured by the pledge of secured or unsecured debt obligations of the Borrower to
enhance revitalization efforts, increase the level of diversification of the tax base, promote
economic development and job opportunities, and enhance the City’s efforts to create a vibrant
and active residential and business community; and
WHEREAS, the South Bend Redevelopment Commission ("Commission") has established
the River West Development Area ("Area") and the River West Development Allocation Area No.
1 ("Allocation Area") and adopted an economic development plan, as amended (collectively, as
amended, "Plan") for the Area pursuant to a declaratory resolution, as amended to date, and as
confirmed by a confirmatory resolution, as amended to date (collectively, "Area Resolution").
The Plan contained specific recommendations for economic development in the Area, and
the Area Resolution established the Allocation Area in accordance with IC 36-7-14-39 for the
purpose of capturing the TIF Revenues (as hereinafter defined).
The City, upon finding that the Local Public Improvements needed to serve the
Development (hereinafter, collectively, "Project") and the proposed financing of the construction
thereof will create additional employment opportunities in the City; will benefit the health, safety,
morals, and general welfare of the citizens of the City and the State of Indiana; will enhance
revitalization efforts; will increase the level and diversity of the tax base; will enhance efforts to
2
4865-5920-9350.2
create a vibrant and active residential and business community; and will comply with the purposes
and provisions of the Act, adopted an ordinance approving the proposed financing.
In order to induce the Borrower to complete the Project, the City intends to issue and fund
the forgivable Taxable Economic Development Revenue Note, Series 2023 ("Series 2023 Note")
in an amount not to exceed $2,300,000 pursuant to the provisions of this Loan Agreement, and
loan the proceeds of the Series 2023 Note, on a forgivable basis, to the Borrower to finance a
portion of the cost of the Project in or physically connected to the Area.
This Loan Agreement provides for the payment of the Series 2023 Note by the Borrower
and further provides for the Borrower's repayment obligation to be evidenced by the Series 2023
Note, substantially in the form attached hereto as Exhibit A.
Subject to the further provisions of this Loan Agreement, the loan will be payable solely
out of the payments to be made by the Borrower (if any) on the Series 2023 Note.
In consideration of the premises, the forgivable loan, the acceptance of the Series 2023
Note by the City, and of other good and valuable consideration, the receipt whereof is hereby
acknowledged, the Borrower has executed and delivered this Loan Agreement.
This Loan Agreement is executed upon the express condition that if the Borrower shall pay
or cause to be paid all indebtedness hereunder (unless the 2023 Note is forgiven pursuant to Section
3.1 hereof) and shall keep, perform and observe all and singular the covenants and promises
expressed in the Series 2023 Note, and this Loan Agreement to be kept, performed and observed
by the Borrower, then the Series 2023 Note shall be forgiven by the holder of the Series 2023 Note.
The Borrower and the City hereby covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND EXHIBITS
Section 1.1. Terms Defined. As used in this Loan Agreement, the following terms shall
have the following meanings unless the context clearly otherwise requires:
"Act" means, collectively, Indiana Code 36-7-11.9 and -12, and any successor provisions
of the Indiana Code or successor codes.
"Affidavit of Completion" means a written certificate of the Borrower stating that the
Project has been completed and is ready for use.
"Allocation Area" means the River West Development Area Allocation Area No. 1.
"Area" means the River West Development Area.
"Authorized Representative" means any officer of the Borrower or any other person
certified by an officer of the Borrower to be the Borrower's Authorized Representative and with
3
4865-5920-9350.2
respect to the City means the Executive Director of the Department of Community Investment or
any other person certified by the Mayor.
"Authorizing Resolution" means Resolution No. 3580 adopted by the South Bend
Redevelopment Commission on November 20, 2023, authorizing the use of TIF Revenues on hand
or to be on hand to fund the Series 2023 Note.
"Bond Counsel" means a nationally recognized firm of municipal bond attorneys
acceptable to the City and the Borrower.
"Borrower" means Delta Ventures Ltd., an Indiana Nonprofit Corporation duly organized
and existing and authorized to do business under the laws of the State of Indiana, or any successors
and/or assigns thereto permitted under Section 3.3 hereof and under common control with
Monreaux LLC.
"Business Day" means any day other than a Saturday, Sunday or holiday, on which
commercial banks in the City are open for conducting substantially all of their banking activities.
"City" means South Bend, Indiana, or any successor thereto or assign thereof.
"Commission" means the South Bend Economic Development Commission.
"Counsel" means an attorney duly admitted to practice law before the highest court of any
state, and, without limitation, may include legal counsel for either the City or the Borrower.
"Development" shall have the meaning set forth in the Project definition below.
"Development Agreement" means the agreement dated November 20, 2023 by and
between the City of South Bend, Department of Redevelopment, acting by and through its
governing body, the South Bend Redevelopment Commission and The Monreaux LLC, an Indiana
Limited Liability Company, with offices at 1335 Pyle Avenue, South Bend, Indiana 46615, and
Delta Ventures Ltd., an Indiana Nonprofit Corporation with offices at 1335 Pyle Avenue, South
Bend, Indiana 46615.
"Guaranty Agreement" means the agreement of Monreaux LLC to guarantee the payment
of the Series 2023 Note, to the extent the Series 2023 Note is not forgiven pursuant to the Loan
Agreement.
"Loan" means the loan by the City to the Borrower.
"Mandatory Project Completion Date" means within thirty (30) months of the construction
commencement date which construction commencement date shall commence within six (6)
months of March 31, 2024 or such earlier or later closing date as may be agreed to in writing by
the parties.
"Note" or "Notes" means the Series 2023 Note, and any other note executed by the
Borrower in connection with the Series 2023 Note, and any notes issued in exchange therefor
pursuant (and subject) to Section 3.7 hereof.
4
4865-5920-9350.2
"Note Counsel" means Ice Miller LLP or another a nationally recognized firm of municipal
bond attorneys acceptable to the City and the Borrower.
"Project" means the construction of site work and infrastructure improvements needed to
serve the redevelopment and development of: (i) a four-story building containing at least sixty-
five thousand (65,000) square feet which will include the incorporation of the historic masonry
features preserved by the Commission; and (ii) a minimum of sixty (60) total apartment units of
which no fewer than twenty-three (23) apartment units will be exclusively available for tenants at
fifty percent (50%) or lower of the area median income ("AMI") and no fewer than an additional
twenty-three (23) apartment units will be exclusively available for tenants at eighty percent (80%)
or lower of AMI on certain real estate acquired by the Borrower with an overall investment of
approximately $13,700,000 ("Development"), on certain real estate acquired by the Borrower as
set forth on Exhibit B attached hereto, together with all necessary appurtenances, related
improvements and equipment, all in or physically connected to the Area.
"Project Costs" with respect to the Project shall mean any and all costs permitted by the
Act including, but not limited to:
(i) the "Note Issuance Costs," namely the reasonable third-party costs, fees and
expenses incurred or to be incurred by the City in connection with the Loan, the reasonable
fees of disbursements of the City's municipal advisor, application fees and expenses,
publication costs, the filing and recording fees in connection with any necessary filings or
recordings or to perfect the lien thereof, the out-of-pocket costs of the City, the reasonable
fees and disbursements of Counsel to the City, the reasonable fees and expenses of Note
Counsel, the costs of preparing or printing the Series 2023 Note and the documentation
supporting the Loan, the costs of reproducing documents and any other costs of a similar
nature reasonably incurred;
(ii) design costs and other expenses directly related to the construction and
equipping of the Project;
(iii) the cost of insurance of all kinds that may be required or necessary in
connection with the construction or equipping of the Project;
(iv) all costs and expenses which Borrower shall be required to pay, under the
terms of any contract or contracts (including the architectural and engineering,
development, and legal services with respect thereto), for the construction of the Project;
and
(v) any sums required to reimburse the Borrower for advances made subsequent
to the date the Series 2023 Note is funded for any of the above items or for any other costs
previously incurred and for work done by Borrower which are properly chargeable to the
Project.
"Redevelopment Commission" means the South Bend Redevelopment Commission.
"Series 2023 Note" means the Series 2023 Note of the Borrower in the aggregate maturity
amount of $2,300,000 in substantially the form attached hereto as Exhibit A which will be issued
5
4865-5920-9350.2
and delivered by the Borrower to the City to evidence the Loan in the respective amounts due by
the Borrower and any Note issued in exchange for the Series 2023 Note pursuant to Section 3.7
hereof.
"State" means the State of Indiana.
"TIF Revenues" means property tax proceeds on hand or to be on hand in the allocation
fund for the Allocation Area from the assessed valuation of real property in the Allocation Area in
excess of the assessed valuation described in IC 36-7-14-39(b)(1) as reduced by the credit provided
for in IC 36-7-14-39.5 as such statutory provisions exist on the date of the issuance of the Series
2023 Note.
"Written Request" means a request in writing from an authorized representative of the party
making the request.
Section 1.2. Rules of Interpretation. For all purposes of this Loan Agreement, except as
otherwise expressly provided, or unless the context otherwise requires:
(a) "This Loan Agreement" means this instrument as originally executed and as it may
from time to time be supplemented or amended pursuant to the applicable provisions hereof.
(b) All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Loan Agreement as a whole and not to any particular Article, Section or other
subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular and the singular as well as the plural.
(d) All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as consistently applied.
(e) The terms defined elsewhere in this Loan Agreement shall have the meanings
therein prescribed for them.
Section 1.3. Exhibits. The following Exhibits are attached to and by reference made a
part of this Loan Agreement.
Exhibit A. Form of Series 2023 Note
Exhibit B. Description of Real Estate Acquired
(End of Article I)
6
4865-5920-9350.2
ARTICLE II.
REPRESENTATIONS; LOAN OF TIF REVENUES
Section 2.1. Representations by City. The City represents and warrants that:
(a) The City is a municipal corporation duly organized and validly existing under the
laws of the State. Under the provisions of the Act, the City has been authorized by action of its
governing body to enter into the transactions contemplated by this Loan Agreement and to carry
out its obligations hereunder.
(b) The City agrees to make the Loan for the purpose of financing a portion of the
construction of the Project for the benefit of the Borrower, to benefit the health, safety, morals and
general welfare of the citizens of the City, increase economic well-being of the State, promote job
opportunities and attract major new businesses.
Section 2.2. Representations by Borrower. Borrower represents and warrants that:
(a) The Borrower is an Indiana Nonprofit Corporation duly organized under the laws
of the State of Indiana, validly exists and authorized to do business under the laws of the State of
Indiana, is not in violation of any provision of its Articles of Incorporation, has not received notice
and has no reasonable grounds to believe that it is in violation of any laws in any manner material
to its ability to perform its obligations under this Loan Agreement and the Series 2023 Note, has
the power to enter into and to perform its obligations under this Loan Agreement and the Series
2023 Note, and has duly authorized the execution and delivery of this Loan Agreement and the
Series 2023 Note by appropriate corporate action.
(b) The Borrower anticipates creating up to approximately 8 full-time job
opportunities. The Borrower and its affiliates shall cause a total investment of up to approximately
$13,700,000 in real and depreciable personal property (exclusive of land costs).
(c) All of the proceeds from the Series 2023 Note (including any income earned on the
investment of such proceeds) provided to the Borrower will be used solely for Project Costs.
(d) The Borrower intends to develop, construct and operate or cause the Development
to be developed, constructed and operated as an economic development facility under the Act until
the expiration or earlier termination of this Loan Agreement as provided herein, unless the
Borrower has sold or otherwise transferred the Development to a Surviving Corporation (as
hereinafter defined) in accordance with Section 3.3 or assigned this Loan Agreement in accordance
with Section 3.11 of this Loan Agreement.
(e) Neither the execution and delivery of this Loan Agreement, the consummation of
the transactions contemplated hereby including execution and delivery of the Series 2023 Note nor
the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will
contravene the Borrower's Articles of Incorporation or any law or any governmental rule,
regulation or order presently binding on the Borrower or conflicts with or results in a breach of the
terms, conditions or provisions of any agreement or instrument to which Borrower is now a party
or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation
7
4865-5920-9350.2
or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets
of Borrower under the terms of any instrument or agreement.
(f) The execution, delivery and performance by the Borrower of this Loan Agreement
and the Series 2023 Note do not require the consent or approval of the giving of notice to, the
registration with, or the taking of any other action in respect of, any federal, state or other
governmental authority or agency, not previously obtained or performed.
(g) Assuming the due authorization, execution and delivery thereof by the other parties
thereto, this Loan Agreement and the Series 2023 Note have been duly executed and delivered by
the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable
against the Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in
general.
(h) There are no actions, suits or proceedings pending, or, to the knowledge of the
Borrower, threatened, before any court, administrative agency or arbitrator which, individually or
in the aggregate, might result in any material adverse change in the financial condition of the
Borrower or might impair the ability of the Borrower to perform its obligations under this Loan
Agreement or the Series 2023 Note.
(i) No event has occurred and is continuing which with the lapse of time or the giving
of notice would constitute an event of default under this Loan Agreement or the Series 2023 Note.
(j) Upon the Mandatory Project Completion Date, as evidenced by a written Certificate
of Completion, to be delivered to the Controller, the Series 2023 Note will be forgiven.
Section 2.3. Series 2023 Note. Concurrently with the execution and delivery hereof, the
City is authorizing the Loan to the Borrower and will fund the Loan upon execution of the
Development Agreement. The Loan is being evidenced by the execution and delivery by the
Borrower of the Series 2023 Note substantially in the form attached hereto as Exhibit A.
(End of Article II)
8
4865-5920-9350.2
ARTICLE III.
PARTICULAR COVENANTS OF THE BORROWER
Section 3.1. Forgiveness of Payment of Loan. To the extent the applicable
representation and condition in Section 2.2(j) is met, payment on the Series 2023 Note shall be
forgiven immediately and the Series 2023 Note shall be considered paid and of no further force or
effect. If the representation in Section 2.2(j) is not met, the Loan shall remain in effect and be
payable upon the maturity date set forth in each Section 2023 Note.
Section 3.2. RESERVED.
Section 3.3. Continuing Existence and Qualification. The Borrower covenants that so
long as any Series 2023 Note is outstanding, it: (a) will maintain in good standing its corporate
existence and qualification to do business in the State; and (b) will not (1) dissolve or otherwise
dispose of all or substantially all of its assets, and (2) consolidate with or merge into another entity
or permit one or more other entities to consolidate with or merge into it; provided that the Borrower
may, without violating its agreement contained in this Section, consolidate with or merge into
another corporation or other entity, or permit one or more other corporations or other entities to
consolidate with or merge into it, or sell or otherwise transfer to another corporation or entity all
or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving,
resulting or transferee entity (such corporation being hereinafter called the "Surviving
Corporation") (if other than the Borrower) expressly accepts, agrees and assumes in writing to pay
and perform all of the obligations of the Borrower herein and be bound by all of the agreements
of the Borrower contained in this Loan Agreement to the same extent as if the Surviving
Corporation had originally executed this Loan Agreement, and the Surviving Corporation is an
Indiana corporation or is a foreign corporation or partnership, trust or other person or entity
organized under the laws of one of the states of the United States and is qualified to do business in
the State of Indiana as a foreign corporation or partnership, trust or other person or entity.
Section 3.4. Assignment, Sale or Other Disposition of Project. Until the Loan is repaid
(or deemed forgiven) in full, any sale, lease or other disposition of the Development or any portion
thereof is subject to the conditions of Section 3.11 hereof.
Section 3.5. Indemnity. The Borrower will pay, protect, defend, indemnify and save the
City, the Commission and the Redevelopment Commission harmless from and against, all
liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses of the City),
causes of actions, suits, claims, demands and judgments of any nature arising from or relating to
the Project, provided, that the liability of Borrower under this Section 3.5 shall be limited to the
amount of the Loan actually received by Borrower as of the date of the alleged breach of the terms
of this Loan Agreement. If any proceeding is instituted for which indemnity may be sought under
this Section 3.5, the party that may seek such indemnity shall notify the Borrower and the City in
writing in a timely manner to allow the Borrower to defend any action or claim in such proceeding.
Section 3.6. Issuance of Substitute Notes. Upon the surrender of any Note, the Borrower
will execute and deliver to the holder thereof a new Note dated the date of the Note being
surrendered but with appropriate notations thereon to reflect payments of principal already paid
9
4865-5920-9350.2
on such Note; provided, however, that there shall never be outstanding at any one time more than
one Note of any one series.
Section 3.7. Payment of Expenses of Loan. The Note Issuance Costs (as defined under
"Project Costs" in Article I hereof) will be paid by the Borrower on the date the first series of the
Loan is funded.
Section 3.8. Reserved.
Section 3.9. Other Amounts Payable by the Redevelopment Commission. The
Redevelopment Commission covenants and agrees to pay the following:
(a) All reasonable out-of-pocket costs incurred by the City incident to the payment of
the Series 2023 Note as the same become due and payable.
(b) An amount sufficient to reimburse the City and Commission for all expenses
reasonably incurred by the City under this Loan Agreement and in connection with the
performance of its obligations under this Loan Agreement.
(c) All reasonable expenses incurred in connection with the enforcement of any rights
under this Loan Agreement by the City.
Section 3.10. Completion of Project. The Borrower agrees that it will use reasonable
efforts to cause to be made, executed, acknowledged and delivered any contracts, orders, receipts,
writings and instructions with any other persons, firms, corporations or partnerships and in general
do all things which may be requisite or proper, all for constructing and completing the Project, to
the extent permitted by law, by the Mandatory Project Completion Date.
If the moneys comprising the Loan should not be sufficient to pay in full the costs of the
construction of the Project, the Borrower agrees, for the benefit of the City and to fulfill the
purposes of the Act, to use commercially reasonable efforts to cause the completion of the
construction of the Project and to pay or cause to be paid that portion of the costs therefor as may
be in excess of the moneys available therefor. The City does not make any warranty, either express
or implied, that the moneys will be available for payment of the costs of the construction of the
Project, will be sufficient to pay all the costs which will be incurred in that connection. The
Borrower shall not be entitled to any reimbursement therefor from the City, nor shall it be entitled
to any diminution in or abatement or postponement of the amounts payable hereunder or under the
Series 2023 Note.
Section 3.11. Sale, Substitution, or Lease of the Development; Assignment of Loan
Agreement. The Borrower, subject to the written consent of the City (which consent shall not be
unreasonably withheld), may sell, lease or transfer or otherwise dispose of the Project or any
portion thereof only if the sale, lease or transfer or other disposition shall not relieve the Borrower
from liability from all payments due under this Loan Agreement and the performance of all of the
other obligations of this Loan Agreement, except as permitted by Section 3.4 hereof, unless the
transferee accepts, agrees and assumes in writing to pay and perform all of the obligations of the
Borrower herein and be bound by all of the agreements of the Borrower contained in this Loan
Agreement to the same extent as if the transferee had originally executed this Loan Agreement.
10
4865-5920-9350.2
(End of Article III)
11
4865-5920-9350.2
ARTICLE IV.
EVENTS OF DEFAULT AND REMEDIES THEREFOR
Section 4.1. Events of Default. (a) The occurrence and continuance of any of the
following events shall constitute an "event of default" hereunder:
(i) Failure of the Borrower to achieve and maintain the covenant set forth in
Section 2.2(j) hereof; and
(ii) Failure of the Borrower to observe and perform any other covenant,
condition or provision of this Agreement for a period of ninety (90) days after written
notice, specifying such failure and requesting that it be remedied, given to the Borrower by
the City, unless (i) the nature of the default is such that it cannot be remedied within the
ninety (90) day period, (ii) the Borrower institutes corrective action within the ninety (90)
day period and (iii) the Borrower diligently pursues such action until the default is
remedied.
(b) Subject to the further provisions of this Article IV, during the occurrence and
continuance of any event of default hereunder, the City or Borrower, as the case may be, shall have
the rights and remedies hereinafter set forth in addition to any other remedies herein or by law
provided:
(i) Acceleration. Solely if an event of default under Section 5.1(a)(i) of this
Loan Agreement has occurred and is continuing, the City shall, by written notice to the
Borrower, declare the principal of the Series 2023 Note due and payable, and upon any
such declaration, the principal of the Series 2023 Note shall become and be immediately
due and payable. The Borrower hereby acknowledges its obligation to repay upon default
of Section 2.2(i) as set forth herein. This representation constitutes an agreement between
the City and the Borrower that enhances or otherwise further secures the Series 2023 Note
pursuant to IC 36-7-25-6 and shall be treated in the same manner as property taxes for real
property owned by the Borrower or its affiliates, successors and assigns by merger or
acquisition, for purposes of IC 6-1.1-22-13.
(ii) Right to Bring Suit, Etc. The City, with or without entry, personally or by
attorney, may proceed to protect and enforce its rights by a suit or suits in equity or at law,
whether for damages or for the specific performance of any covenant or agreement
contained in the Series 2021 Note or this Loan Agreement, or in aid of the execution of
any power herein granted, or for the enforcement of any other appropriate legal or equitable
remedy, as the City shall deem most effectual to protect and enforce any of its rights or
duties hereunder; provided, however that all reasonable costs incurred by the City under
this Article shall be paid to the City by the Borrower on demand.
In the event of default by the City, the Borrower may proceed to protect and enforce
its rights by a suit for the specific performance or any covenant or agreement contained in
this Loan Agreement.
12
4865-5920-9350.2
(iii) Waiver of Events of Default. If after any event of default occurs and prior
to the City or Borrower exercising any of the remedies provided in this Loan Agreement,
the Borrower or City, as the case may be, will have completely cured such default or the
City or Borrower has waived such default, then in every case such default will be waived,
rescinded and annulled by the City or Borrower by written notice given to the Borrower or
City. No such waiver, annulment or rescission will affect any subsequent default or impair
any right or remedy consequent thereon.
Section 4.2. Remedies Cumulative. No remedy herein conferred upon or reserved to the
City or Borrower is intended to be exclusive of any other remedy or remedies provided herein. The
remedies set forth in this Section are the sole and exclusive remedies of the City against Borrower
under this Loan Agreement.
Section 4.3. Delay or Omission Not a Waiver. No delay or omission of the City or
Borrower to exercise any right or power accruing upon any event of default shall impair any such
right or power or shall be construed to be a waiver of any such event of default or an acquiescence
therein.
Section 4.4. Waiver of Extension, Appraisement or Stay Laws. To the extent permitted
by law, neither the Borrower nor the City will during the continuance of any event of default
hereunder insist upon, or plead, or in any manner whatever claim or take any benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants and terms of performance of this Loan Agreement; and the Borrower and City
hereby expressly waive all benefits or advantage of any such law or laws and covenants not to
hinder, delay or impede the execution of any power herein granted to the City or Borrower,
respectively, but to suffer and permit the execution of every power as though no such law or laws
had been made or enacted.
Section 4.5. Remedies Subject to Provisions of Law. All rights, remedies and powers
provided by this Article may be exercised only to the extent that the exercise thereof does not
violate any applicable provision of law in the premises, and all the provisions of this Article are
intended to be subject to all applicable mandatory provisions of law which may be controlling in
the premises and to be limited to the extent necessary so that they will not render this Loan
Agreement invalid or unenforceable under the provisions of any applicable law.
Section 4.6. Rights of the City. If there shall be pending proceedings for the bankruptcy
or for the reorganization of the Borrower under the United States Bankruptcy Code or any other
applicable law, or in case a receiver, trustee, or custodian shall have been appointed for the
property of the Borrower, or in the case of any other similar judicial proceedings relative to the
Borrower, or to the creditors or property of the Borrower, the City shall be entitled and empowered,
by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole
amount owing and unpaid pursuant to the Loan Agreement and, in case of any judicial proceedings,
to file such proofs of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the City allowed in such judicial proceedings relative to the Borrower,
its creditors, or its property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
13
4865-5920-9350.2
authorized to make such payments to the City, and to pay to the City any amount due it for
compensation and expenses, including reasonable counsel fees and expenses incurred by it to the
date of such distribution.
Section 4.7. Waiver of Events of Default. If after any event of default shall have
occurred under this Loan Agreement and prior to the City or Borrower exercising any of the
remedies provided in this Article, the Borrower or City, as the case may be, shall have completely
cured such default, such default may be waived at the discretion of the City or Borrower and, if so
waived, shall be rescinded and annulled by the City or Borrower by written notice given to the
Borrower or City, respectively.
Section 4.8. Limitation of Liability. The City agrees and acknowledges that Borrower’s
representations, warranties, covenants, agreements and performance obligations under this Loan
Agreement are limited to and apply exclusively to the operations of Borrower at the Project site
and any determination as to whether Borrower is in default of this Loan Agreement will be limited
to Borrower’s operations at the Project site.
Section 4.9. Force Majeure. A party will not be deemed to be in default or otherwise in
violation of any term of this Loan Agreement to the extent such party’s action, inaction or omission
is the result of Force Majeure Event (as defined below). The City and Borrower agree to use
commercially reasonable efforts to promptly resolve any Force Majeure Event that adversely and
materially impacts their performance under this Loan Agreement. A force majeure event pauses a
party’s performance obligation for the duration of the event but does not excuse it. "Force Majeure
Event" means any event or occurrence that is not within the control of such party or its affiliates
and prevents a party from performing its obligations under this Loan Agreement, including without
limitation, any act of God; pandemic; act of a public enemy; war; riot; sabotage; blockage;
embargo; failure or inability to secure materials, supplies or labor through ordinary sources by
reason of shortages or priority; labor strike, lockout or other labor or industrial disturbance
(whether or not on the part of agents or employees of either party); civil disturbance; terrorist act;
power outage; fire, flood, windstorm, hurricane, earthquake or other casualty; any law, order,
regulation or other action of any governing authority; any action, inaction, order, ruling
moratorium, regulation, statute, condition or other decision of any governmental agency having
jurisdiction over the party hereto, over the Project or over a party’s operations.
(End of Article IV)
14
4865-5920-9350.2
ARTICLE V.
IMMUNITY
Section 5.1. Immunity. No covenant or agreement contained in this Loan Agreement
shall be deemed to be a covenant or agreement of any member of the City, the Commission or the
Redevelopment Commission or of any officer or employee of the City, the Commission, the
Redevelopment Commission or their legislative and fiscal bodies in his or her individual capacity,
and neither the members of the City, the Commission, the Redevelopment Commission nor any
officer or employee of the City executing the Loan Agreement shall be liable personally on the
Loan or be subject to any personal liability or accountability by reason of the Loan.
(End of Article V)
15
4865-5920-9350.2
ARTICLE VI.
SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT
Section 6.1. Supplements and Amendments to this Loan Agreement. The Borrower and
the City may from time to time enter into such supplements and amendments to this Loan
Agreement as to them may seem necessary or desirable to effectuate the purposes or intent hereof.
(End of Article VI)
16
4865-5920-9350.2
ARTICLE VII.
DEFEASANCE
Section 7.1. Defeasance. If the Loan is funded and repayment of the Series 2023 Note
is forgiven pursuant to the terms of this Loan Agreement, then and in that case, all property, rights
and interest hereby conveyed or assigned or pledged shall revert to the Borrower, and the estate,
right, title and interest of the City therein shall thereupon cease, terminate and become void; and
this Loan Agreement, and the covenants of the Borrower contained herein, shall be discharged and
the City in such case on demand of the Borrower and at its cost and expense, shall execute and
deliver to the Borrower a proper instrument or proper instruments acknowledging the satisfaction
and termination of this Loan Agreement, and shall convey, assign and transfer or cause to be
conveyed, assigned or transferred, and shall deliver or cause to be delivered, to the Borrower, all
property, including money, then held by the City together with the Series 2023 Note marked paid
or cancelled.
(End of Article VII)
17
4865-5920-9350.2
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
Section 8.1. Termination by Borrower. Borrower has the right to terminate this Loan
Agreement for any reason or no reason by delivering notice to the City at least 5 business days
prior to the desired termination date.
Section 8.2. Dispute Resolution. The Borrower and the City ("Parties") shall use their
best efforts to resolve quickly and informally any disputes that could impede performance of the
Parties’ obligations under this Loan Agreement. If the Parties are not able to resolve a dispute
through such informal efforts, the dispute shall be resolved by mediation in accordance with the
Indiana Rules of Dispute Resolution. Such mediation shall be a condition precedent to a Party
commencing litigation against the other Party. This Agreement shall be governed and construed
in accordance with the laws of the State of Indiana, without giving effect to its conflict of law
rules. Any litigation commenced by a Party related to or arising out of this Agreement must be
filed in the state courts of St. Joseph County, Indiana. The Parties further consent to the personal
jurisdiction by said courts over it and hereby expressly waive, in the case of any such action, any
defenses thereto based on jurisdictions, venue or forum non conveniens.
Section 8.3. Confidentiality. Borrower acknowledges that portions of this Loan
Agreement and the materials, communications, data and information related to this Loan
Agreement may constitute public records subject to disclosure under the State’s public records
laws and agrees that the City may disclose such portions of this Loan Agreement and the materials,
communications, data and information related to this Loan Agreement as required by law, provided
that the City gives Borrower prior written notice sufficient (in no event less than 7 calendar days)
to allow Borrower to review any request for public record and make a recommendation to the City
concerning its response to any request for public records related to this Loan Agreement.
Section 8.4. Information Security. The City agrees to use reasonable physical and
technical measures to maintain the security of all electronic and tangible records relating to this
Loan Agreement.
Section 8.5. Loan Agreement for Benefit of Parties Hereto. Nothing in this Loan
Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any
person other than the parties hereto, their successors and assigns and the holder of the Series 2023
Note, any right, remedy or claim under or by reason of this Loan Agreement or any covenant,
condition or stipulation hereof; and the covenants, stipulations and agreements in this Loan
Agreement contained are and shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns and the holder of the Series 2023 Note.
Section 8.6. Severability. If any one or more of the provisions contained in this Loan
Agreement or in the Series 2023 Note shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and therein, shall
not in any way be affected or impaired thereby.
18
4865-5920-9350.2
Section 8.7. Limitation on Interest. No provisions of this Loan Agreement or of the
Series 2023 Note shall require the payment or permit the collection of interest in excess of the
maximum permitted by law. If any excess of interest in such respect is herein or in the Series 2023
Note provided for, or shall be adjudicated to be so provided for herein or in the Series 2023 Note,
neither the Borrower nor its successors or assigns shall be obligated to pay such interest in excess
of the amount permitted by law, and the right to demand the payment of any such excess shall be
and hereby is waived, and this provision shall control any provisions of this Loan Agreement and
the Note inconsistent with this provision.
Section 8.8. Addresses for Notice and Demands. All notices, demands, certificates or
other communications hereunder shall be sufficiently given and shall be deemed given when
mailed by registered or certified mail, postage prepaid, with proper address as indicated below.
The City and the Borrower may, by written notice given by each to the others, designate any
address or addresses to which notices, demands, certificates or other communications to them shall
be sent when required as contemplated by this Loan Agreement. Until otherwise provided by the
respective parties, all notices, demands certificates and communications to each of them shall be
addressed as follows:
To the City: City of South Bend, Indiana
227 W. Jefferson Blvd, Suite 1400
South Bend, IN 46601
Attention: Executive Director of Community Investment
With a copy to: City of South Bend, Indiana
1200S County-City Building
227 W. Jefferson Blvd
South Bend, IN 46601
Attention: South Bend Legal Department
To the Redevelopment South Bend Redevelopment Commission
Commission: 1400S County-City Building
227 W. Jefferson Blvd, Suite 1400
South Bend, IN 46601
Attention: Executive Director
South Bend Dept. of Community Investment
To the Borrower: Delta Ventures Ltd.
1335 Pyle Avenue
South Bend, IN 46615
Attention: Sophia Porter
With copy to: The Monreaux LLC
1335 Pyle Avenue
South Bend, IN 46615
Attn: Devereaux Peters
19
4865-5920-9350.2
Mr. Gareth Kuhl
429 N. Pennsylvania Street, Suite 210
Indianapolis, IN 46204
Section 8.9. Successors and Assigns. Whenever in this Loan Agreement any of the
parties hereto is named or referred to, the successors and assigns of such party shall be deemed to
be included and all the covenants, promises and agreements in this Loan Agreement contained by
or on behalf of the Borrower, or by or on behalf of the City, shall bind and inure to the benefit of
the respective successors and assigns, whether so expressed or not.
Section 8.10. Counterparts. This Loan Agreement is being executed in any number of
counterparts, each of which is an original and all of which are identical. Each counterpart of this
Loan Agreement is to be deemed an original hereof and all counterparts collectively are to be
deemed but one instrument.
Section 8.11. Governing Law. It is the intention of the parties hereto that this Loan
Agreement and the rights and obligations of the parties hereunder and the Series 2023 Note and
the rights and obligations of the parties thereunder, shall be governed by and construed and
enforced in accordance with, the laws of the State.
Section 8.12. Third-Party Beneficiary. The parties hereto acknowledge and agree that the
terms of this Loan Agreement may be enforced by the Redevelopment Commission. The
Redevelopment Commission shall be deemed to be a third-party beneficiary of this Loan
Agreement. Except as provided in the foregoing sentence and as specifically set forth herein,
nothing in this Loan Agreement is intended to confer any rights or remedies under or by reason of
this Loan Agreement on any person or entity other than the parties hereto and their successors and
permitted assigns.
(End of Article VIII)
20
4865-5920-9350.2
IN WITNESS WHEREOF, the City has caused this Loan Agreement to be executed in its
name by its authorized officers and has caused its corporate seal to be hereunto affixed, and the
Borrower has caused this Loan Agreement to be executed in their names, all as of the date first
above written.
DELTA VENTURES LTD.,
an Indiana nonprofit corporation
By:
Printed: Sophia Porter
Title: Director
THE MONREAUX LLC
an Indiana limited liability company
By:
Printed: Devereaux Peters
Title: Managing Member
21
4865-5920-9350.2
CITY OF SOUTH BEND, INDIANA
By:
James Mueller, Mayor
By:
Kyle Willis, City Controller
ATTEST:
By: ___________________________
Dawn Jones, City Clerk
ACKNOWLEDGED BY THE SOUTH BEND
REDEVELOPMENT COMMISSION, as Third-
Party Beneficiary
By:
Marcia I. Jones, President
Attest:
By: _________________________________
Vivian Sallie, Secretary
This instrument prepared by Lisa A. Lee, Ice Miller LLP, One American Square, Suite 2900,
Indianapolis, Indiana 46282.
4865-5920-9350.2
EXHIBIT A
FORM OF DELTA VENTURES LTD.
TAXABLE ECONOMIC DEVELOPMENT REVENUE NOTE
SERIES 2023 NOTE
Issue Date: December ___, 2023
Original Principal: $2,300,000
Maturity Date: ________, 203__
Interest Rate: ____%
FOR VALUE RECEIVED, the undersigned, Delta Ventures Ltd. ("Borrower"), a nonprofit
corporation incorporated and existing under the laws of the State of Indiana and authorized to do
business under the laws of the State of Indiana, hereby promises to pay to the order of the City of
South Bend, Indiana ("City"), in immediately available funds, the interest and principal due under
the Loan Agreement, dated as of December 1, 2023, between the City and Borrower ("Loan
Agreement"), upon maturity, to the extent all or a portion of the principal and interest payable
under this Series 2023 Note is not forgiven pursuant to the Loan Agreement, at such place as the
City may direct, in immediately available funds based upon the outstanding principal amount
drawn on this Note, which shall not to exceed $2,300,000. Pursuant to the Guaranty Agreement,
Monreaux LLC promises to pay the interest and principal due under the Loan Agreement, upon
maturity, to the extent all or a portion of the principal and interest payable under this Series 2023
Note is not forgiven pursuant to the Loan Agreement
In certain events and in the manner set forth in the Loan Agreement, payments due under
this Series 2023 Note are entitled to forgiveness.
This Series 2023 Note is issued pursuant to the Loan Agreement, and is entitled to the
benefits, and is subject to the conditions thereof. The Borrower's obligations under this Series
2023 Note are subject in all respects to the further provisions of the Loan Agreement.
This Note is the Note referred to in the Loan Agreement and is subject to, and is executed
in accordance with, all of the terms, conditions and provisions thereof, including those respecting
prepayments.
In any case where the date of payment hereunder shall not be on a Business Day (as defined
in the Loan Agreement), then such payment shall be made on the next succeeding Business Day
with the same force and effect as if made on the date of payment hereunder.
All terms used in this Note which are defined in the Loan Agreement shall have the
meanings assigned to them in the Loan Agreement.
[Remainder of page intentionally left blank.]
4865-5920-9350.2
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and
attested by its duly authorized officers or representatives.
Dated the Issue Date set forth above.
DELTA VENTURES LTD., an Indiana nonprofit
corporation
By:
Printed:
Title:
4865-5920-9350.2
EXHIBIT B
Description of Real Estate Acquired
Tax ID No. 018-3017-0628
Parcel Key No. 71-08-12-306-010.000-026
Legal Description: 132 Ft E End Lot 19 Martins Add
Commonly known as: 505 S. Michigan Street, South Bend, Indiana 46601
Tax ID No. 018-3017-0629
Parcel Key No. 71-08-12-306-011.000-026
Legal Description: N 44' Lot 20 Martins Add
Commonly known as: 507 S. Michigan Street, South Bend, Indiana 46601
Tax ID No. 018-3017-0631
Parcel Key No. 71-08-12-306-012.000-026
Legal Description: S 1-3 Lot 20 Martins Add
Commonly known as: 511 S. Michigan Street, South Bend, Indiana 46601
Tax ID No. 018-3017-0632
Parcel Key No. 71-08-12-306-013.000-026
Legal Description: Lot 21 & N 1/2 Vac Alley S & Adj Martins Add
Commonly known as: 513 S. Michigan Street, South Bend, Indiana 46601
PURPOSE OF REQUEST: Extension of Closing Date
Specifics: In 2021, Real America and the RDC approved an agreement to sell RDC owned real
estate for the construction of affordable apartment units. The agreement gave Real America
two years to receive Indiana State Tax Credits for the project. The second round of tax credits
were initially scheduled to be awarded in November of 2022. However, due to the rise in
interest rates, the State desired that applicants resubmit their projects with updated financial
considerations in January 2023. Real America was awarded tax credits for the project in late
January 2023. Due to the extended nature of the tax credit process and the currently difficult
construction bidding market, the closing date deadline of December 31, 2023, may not be met
by Real America.
This amendment extends the closing date deadline until February 29, 2024, and ensures the
project moving forward.
Staff requests approval.
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
Redevelopment Commission Agenda Item
DATE:
FROM:
SUBJECT:
12/11/202
Joseph Molnar
Fourth Amendment Real America
Which TIF? (circle one) River West;River East;South Side;Douglas Road;West Washington
ITEM 5A4
{20220643.DOCX}
FOURTH AMENDMENT TO
REAL ESTATE PURCHASE AGREEMENT
This FOURTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this
“Amendment”) is made and entered into to be effective as of the December 14th, 2023, by and
between South Bend Redevelopment Commission (“Seller”), as Seller, and RealAmerica
Development, LLC, an Indiana limited liability company (“Purchaser”), as Purchaser.
RECITALS
A.Seller and Purchaser entered into that certain Real Estate Purchase Agreement,
dated effective as of July 22, 2021, as amended by the First Amendment to Real Estate Purchase
Agreement, dated effective as of May 26, 2022, as further amended by the Second Amendment to
the Real Estate Purchase Agreement, dated effective as of November 21, 2022, and as further
amended by the Third Amendment to the Real Estate Purchase Agreement, dated effective as of
May 25, 2023 (the “Agreement”), for the purchase and sale of certain real property located in the
in St. Joseph County, City of South Bend, State of Indiana as more particularly described in Exhibit
A of the Agreement (the “Real Estate”). All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.
B.Seller and Purchaser now desire to amend the Agreement in order to provide for an
extension of the Closing date thereunder and to address certain other matters, all as set forth
hereunder.
AGREEMENT
NOW, THEREFORE, in consideration of these premises, and the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Purchaser and Seller hereby agree as follows:
1.Recitals. The recitals set forth above, including each and every recital contained
therein, are incorporated into and made a part of this Amendment as though fully set
forth herein.
2.Amendments. The Agreement is hereby amended as follows:
a)Closing. The last full sentence of Paragraph 7 (a) of the Agreement shall be
amended and replaced with the following:
“The "Closing Date" shall be February 29, 2024, or such earlier or later date as may
be agreed to in writing by Seller and Buyer.”
3.Entire Agreement; Conflict. Except as otherwise stated herein, all other terms,
conditions and agreements contained in the Agreement remain unmodified and in full force and
effect. To the extent a conflict exists between the terms of this Amendment and the Agreement,
the terms of this Amendment shall control.
{20220643.DOCX} 2
4.Counterparts; Electronic or Facsimile Transmission. This Amendment may be
executed in counterparts which, when combined, shall constitute one instrument. The electronic
or facsimile transmission of a signed counterpart of this Amendment shall be binding upon the
party whose signature is contained on the transmitted copy.
[Signature Page Follows.]
{20220643.DOCX}
IN WITNESS WHEREOF, Purchaser and Seller have executed this Fourth Amendment to
Real Property Purchase Agreement to be effective as of the date set forth above.
“PURCHASER”:
RealAmerica Development, LLC
By:
Ronda Shrewsbury, President
“SELLER”:
South Bend Redevelopment Commission
By:
Marcia I. Jones, President
Attest:
Vivian Sallie, Secretary
Redevelopment Commission Agenda Item
DATE: 12/11/2023
FROM: Joseph Molnar
SUBJECT: 2nd Amendment 2401 W Western
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: Second Amendment to 2401 W Western Purchase Agreement
Specifics: In July 2021, the RDC approved a purchase agreement with Panaderia Y
Supermercado for the sale of 2401 W Western with the following terms: building a grocery
store of at least 10,000 square feet, building at least two additional tenant spaces, commencing
construction within 12 months, completing construction within 36 months, employing at least
25 employees, and using design elements consistent with the City’s 2014 West Side Main
Streets Plan.
The developer has consistently worked with the City over the past two years to refine the
design for the grocery store and tenant spaces as well as being upfront with difficulties on
securing a construction partner. Staff is requesting an amendment to the agreement to change
the commencement of construction to be within 32 months of the Closing Date and complete
construction within 44 months of the Closing Date. No other changes to the agreement are
requested. Staff requests approvals of the Second Amendment.
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 5A5
RESOLUTION NO. 3582
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
APPROVING A SCHEDULE OF
REGULAR MEETING TIMES FOR CALENDAR YEAR 2024
WHEREAS, pursuant to Ind. Code § 36-7-14, the South Bend Redevelopment Commission
(“Commission”) is the governing body of the City of South Bend Department of Redevelopment; and
WHEREAS, pursuant to Ind. Code § 36-7-14-8(g), the Commissioners may adopt the rules and
bylaws it considers necessary for the proper conduct of Commission proceedings and the carrying out
of Commission duties; and
WHEREAS, Article IV, Section 1 of the Second Amended and Restated By-Laws of the South
Bend Redevelopment Commission effective July 9, 2020, provides that the Commission shall adopt a
schedule of regular meetings each for each calendar year; and
WHEREAS, the Commission desires to approve and adopt a schedule of regular meeting dates
and times for calendar year 2024; and
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as
follows:
1.The Commission approves and adopts as its regular meeting schedule for calendar year
2024 the meeting dates and times stated in the schedule attached hereto as Exhibit A.
2. Unless otherwise announced, regular meetings shall be held without further notice at 9:30
a.m., local time, at the Board of Public Works Meeting Room, 1308 County-City Building, 227 West
Jefferson Street, South Bend, Indiana 46601 and/or virtually via
https://tinyurl.com/RedevelopmentCommission.
3.This Resolution shall be in full force and effect after its adoption by the South Bend
Redevelopment Commission.
ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 14,
2023.
SOUTH BEND REDEVELOPMENT COMMISSION
______________________________
Marcia I. Jones, President
ATTEST:
___________________________________________________
Vivian Sallie, Secretary
ITEM 5B1
Resolution No. 3582
Exhibit A
2024 Meeting Schedule
The Redevelopment Commission will hold its regular meetings the
2nd and 4th Thursdays at 9:30 a.m. in the
Board of Public Works Conference Room or via
https://tinyurl.com/RedevelopmentCommission
January 11 9:30 a.m.
January 25 9:30 a.m.
February 8 9:30 a.m.
February 22 9:30 a.m.
March 14 9:30 a.m.
March 28 9:30 a.m.
April 11 9:30 a.m.
April 25 9:30 a.m.
May 9 9:30 a.m.
May 23 9:30 a.m.
June 13 9:30 a.m.
June 27 9:30 a.m.
July 11 9:30 a.m.
July 25 9:30 a.m.
August 8 9:30 a.m.
August 22 9:30 a.m.
September 12 9:30 a.m.
September 26 9:30 a.m.
October 10 9:30 a.m.
October 24 9:30 a.m.
November 14 9:30 a.m.
November 25 9:30 a.m. **Note this is the Monday prior to Thanksgiving
December 12 9:30 a.m.
December 23 9:30 a.m. **Note this is the Monday prior to Christmas
FOR HEARING AND SIGHT IMPAIRED PERSONS
Auxiliary aid or other services are available upon request at no charge.
Please give reasonable advance request when possible.
PURPOSE OF REQUEST: Authorizing Staff to Conduct Certain Administrative Acts Relating to Property
Specifics: This resolution updates the staff individuals who can act on the RDC’s behalf in
regards to administrative acts but not limited to, the approval of plats, the release of obsolete
financing documents, the submission of forms to other various entities, and the execution of
documents related to the ownership, maintenance, and disposition of property.
Staff requests approval.
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
Redevelopment Commission Agenda Item
DATE: 12/11/202
FROM: Joseph Molnar
SUBJECT:Authorizing Staff to Administrative Acts
Which TIF? (circle one) River West;River East;South Side;Douglas Road;West Washington
ITEM 5B2
1
RESOLUTION NO. 3583
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION
APPOINTING AUTHORIZED REPRESENTATIVES TO CONDUCT CERTAIN
ADMINISTRATIVE ACTS RELATING TO REDEVELOPMENT PROPERTY
WHEREAS, the South Bend Redevelopment Commission (the “Commission”) is the
governing body of the City of South Bend Department of Redevelopment established under the
Redevelopment of Cities and Towns Act of 1953, as amended, being I.C. 36-7-14-1 et seq. (the
“Act”); and
WHEREAS, I.C. 36-7-14-12.2 provides that the Commission may acquire, hold, use, sell,
exchange, lease, rent, or otherwise dispose of property for the purposes set forth and described in
I.C. 36-7-14; and
WHEREAS, the Commissioners have the authority under I.C. 36-7-14-8(g) to adopt such
rules and bylaws as they consider necessary for the proper conduct of their proceedings and the
carrying out of their duties and the safeguarding of money and property placed in their custody;
and
WHEREAS, the Commission owns, manages, leases, and sells property within the
boundaries of the City of South Bend (the “City”); and
WHEREAS, as a result of such owning, managing, leasing, and selling of property, City
staff members receive frequent requests to perform administrative functions on behalf of the
Commission, including but not limited to, the approval of plats, the release of obsolete financing
documents, the submission of forms to other various entities, and the execution of documents
related to the ownership, maintenance, and disposition of property; and
WHEREAS, the City’s staff members are familiar with the property owned by the
Commission; and
WHEREAS, the Commission desires to expressly authorize certain members of the City’s
staff to take such administrative acts and to execute such administrative documents as necessary
to provide for the proper maintenance and management of its property interests.
NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission
as follows:
1.The following staff members of the City are authorized to perform, on behalf of the
Commission, all administrative acts related to the Commission’s owning,
managing, leasing, and selling of property, including, but not limited to, acts
relating to the disposition of property, the closing of a property transaction, a re-
platting process, a tax appeal process, the release of obsolete financing documents,
a petition or application regarding land use before an administrative body, or any
2
other review process, whether such process was initiated by the Commission or
another entity:
a. Caleb Bauer;
b.Sarah Schaefer;
c.Joseph Molnar; and
d.Erik Glavich.
Such authority shall include the authority to execute documents on behalf of the
Commission that relate to the completion of such administrative acts, provided,
however, that staff members are not authorized to execute any deed of conveyance
on behalf of the Commission. For purposes of this Resolution, an administrative
act is one in which the authorized staff member determines, upon the advice of legal
counsel, that said act occurs within the normal course of owning, managing, leasing,
or selling property and does not adversely impact an interest of the Commission in
light of the Commission’s overall purpose and goals as set forth under the Act.
2.This Resolution supersedes Resolution No. 3554, and the authority granted under
this Resolution continues until further action of the Commission.
3.This Resolution shall be in full force and effect after its adoption.
ADOPTED at a meeting of the South Bend Redevelopment Commission held on
December 14, 2023.
SOUTH BEND REDEVELOPMENT
COMMISSION
Marcia I. Jones, President
ATTEST:
Vivian Sallie, Secretary
PURPOSE OF REQUEST: RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION SETTING
PROCEDURES FOR CONTRACTS FOR PROPERTY RELATED SERVICES
Specifics: This resolution updates the staff individuals who can act on the RDC’s behalf initiate
contracts for services on behalf of the RDC. These contracts must be related to property the
Commission owns, is interested in acquiring, or intends to sell, use, exchange, lease or
otherwise dispose. Each contract must be approved the Executive Director. These contracts
include Title Searches, Appraisals, Land Surveys/Replats/Subdivisions, and Environmental
Assessments. All Contracts initiated by Staff must be presented to the Commission as part of
the Commission's regular claims approval process or separately for ratification by the
Commission.
Staff requests approval.
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
Redevelopment Commission Agenda Item
DATE: 12/11/202
FROM: Joseph Molnar
SUBJECT:Authorizing Staff Initiate Contract Services
Which TIF? (circle one) River West;River East;South Side;Douglas Road;West Washington
ITEM 5B3
1
RESOLUTION NO. 3584
RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION SETTING
PROCEDURES FOR CONTRACTS FOR PROPERTY RELATED SERVICES
WHEREAS, LC. 36-7-14-12.2 provides that the South Bend Redevelopment Commission
(the "Commission") may acquire, hold, use, sell, exchange, lease, rent or otherwise dispose of
property for the purposes set forth and described in I.C. 36-7-14 (the "Act"); and
WHEREAS, the Commissioners have the authority under I.C. 36-7-14-5(g) to adopt such
rules and bylaws as they consider necessary for the proper conduct of their proceedings and the
carrying out of their duties and the safeguarding of money and property placed in their custody; and
WHEREAS, the Commission enters into contracts, from time to time, with title companies,
appraisers, surveyors, and environmental contractors so as to better understand the status of title
and the condition of real estate in which the Commission has a current or prospective interest; and
WHEREAS, the Commission wishes to delegate to certain staff members of the City of
South Bend (the "City") the authority to initiate certain contracts with title companies, appraisers,
surveyors, and environmental contractors subject to the limitations stated in this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Commission as follows:
I.The following staff members or their successors ("Staff') are authorized to initiate
contracts for services (the "Contracts") on behalf of the Commission:
a. Caleb Bauer;
b.Sarah Schaefer;
c.Joseph Molnar; and
d.Erik Glavich
II.All Contracts initiated by Staff must be related to property the Commission owns, is
interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose
in furtherance of its purposes under the Act. The Contracts shall be strictly limited to
the services identified in paragraph 5 of this Resolution.
III.Each Contract must be approved by the Executive Director or any properly
appointed Acting Executive Director of the City's Department of Community
Investment (the "Director").
IV.Each Contract shall be entered into with a service provider duly licensed and/or
authorized to do business in the State of Indiana.
V.Staff’s authority to initiate the Contracts is limited to the following maximum
amount for each respective service:
2
Title Searches and Policies: $1,000.00 per parcel
Appraisals (Commercial/Industrial): $7,500.00 per appraisal
Appraisals (Residential): $4,000.00 per appraisal
Land Surveys/Replats/Subdivisions: $10,000.00 per survey/replat/subdivision
Environmental Assessments: $10,000.00 per assessment
VI.All Contracts initiated by Staff must be presented to the Commission as part of the
Commission's regular claims approval process or separately for ratification by the
Commission.
VII.The authority granted under this Resolution shall continue until superseded or
rescinded by a separate written resolution of the Commission.
VIII.This Resolution shall be in full force and effect after its adoption.
ADOPTED at a meeting of the Commission held on December 14, 2023, at 1308 County-
City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601.
SOUTH BEND REDEVELOPMENT
COMMISSION
_____________________________
Marcia I. Jones, President
ATTEST:
__________________________
Vivian Sallie, Secretary
MORTGAGE RELEASE
THIS CERTIFIES that a Mortgage (the “Mortgage”) by Dorris A. Lewis as Mortgagor and in favor of
City of South Bend for the use and benefit of its Department of Redevelopment (the “Holder”) as Mortgagee,
dated June 29, 2005 and recorded July 26, 2005 as Instrument No. 0533188 in the Office of the Recorder of St.
Joseph County, Indiana, together with any amendments, renewals, extensions, or modifications thereto, has been
fully satisfied and such Mortgage is hereby FULLY RELEASED.
The South Bend Redevelopment Commission is the governing body of the City of South Bend
Department of Redevelopment. The undersigned President and Secretary of the South Bend Redevelopment
Commission executing this Mortgage Release on behalf of the Holder certify that they have full power and
authority to execute and deliver this Mortgage Release and that all necessary action for making this Mortgage
Release has been taken.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of the
_________ day of ________________________ 2023.
SOUTH BEND REDEVELOPMENT COMMISSION
By:
Marcia I. Jones, President
ATTEST:
Vivian Sallie, Secretary
STATE OF INDIANA )
) SS:
ST. JOSEPH COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Marcia
I. Jones and Vivian Sallie, known to me to be the President and Secretary, respectively, of the South Bend
Redevelopment Commission and acknowledged their voluntary execution of the foregoing Mortgage Release
being authorized so to do.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____
day of ______________________ 2023.
____________________________________
________________________, Notary Public
Residing in , 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.
Thomas E. Panowicz. This instrument was prepared by Thomas E. Panowicz, Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson
Blvd., South Bend, Indiana 46601.
ITEM 5C1