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HomeMy WebLinkAbout1 RDA Packet 3.26.24Agenda Scheduled Meeting March 26, 2024 – 11:00 am BPW Conference Room, 13th Floor or via: http://tiny.cc/RDA032624 1.Roll Call 2.Election of Officers 3. Approval of Minutes A. Approval of Minutes of the Scheduled Meeting February 10, 2023 4.New Business A.South Bend Redevelopment Authority Lease Bonds 2024 (Four Winds Field at Coveleski Stadium Project) B.Resolution No. 216 (Approving Lease City of South Bend Four Winds Field Project) 5.Adjournment ITEM 1 February 10, 2023 – 10:00 am BPW Conference Room, 13th Floor or via: http://tiny.cc/RDA21023 The meeting was called to order at 10:00 am 1.ROLL CALL Members Present:Richard Klee, President Erin Linder Hanig, Vice-President Anthony Fitts, Secretary Redevelopment Staff: Mary Brazinsky, Board Secretary Legal Counsel: Sandra Kennedy, Esq. Jenna Throw, City Attorney Attending: Erik Glavich, Director Growth & Opportunity Randy Rampola, Barnes, and Thornburg 2.ELECTION OF OFFICERS President: Upon a motion by Richard Klee, seconded by Anthony Fitts, the motion carried unanimously, the Authority elected Erin Linder Hanig as President of the Redevelopment Authority for 2023. Vice-President: Upon a motion by Richard Klee, seconded by Erin Linder Hanig, the motion carried unanimously, the Authority elected Anthony Fitts as Vice-President of the Redevelopment Authority for 2023. Secretary: Upon a motion by Erin Linder Hanig, seconded by Anthony Fitts, the motion carried unanimously, the Authority elected Richard Klee as Secretary of the Redevelopment Authority for 2023. ITEM 3A Page | 2 3.APPROVAL OF MINUTES A.Approval of Minutes of the Regular Meeting of December 19, 2022 Upon a motion by Vice-President Fitts seconded by Secretary Klee, the motion carried unanimously, the Authority approved the Minutes of the Meeting of December 19, 2022. 4.NEW BUSINESS A.Resolution No. 214 (Accepting Transfer of Roads) Jenna Throw Presented Resolution No. 214 (Accepting Transfer of Roads). This resolution will allow the Redevelopment Authority to accept the transfer of streets from the Board of Public Works with the purpose of leasing them to the Redevelopment Commission. The description of the property that is being leased for purposes of the transaction is all of the cities’ interests and all or a portion of the property which consists of College Avenue from its intersection with Cleveland Road to its intersection with Angela Boulevard. President Linder Hanig asked if this is part of the South Bend/Notre Dame Trail Project. Ms. Throw noted overall this is one of the components of the project. This is forming the basis for the lease between Redevelopment Authority and the Redevelopment Commission. Vice-President Fitts asked if all other improvement areas are already collateral or will this lease encompass them. Ms. Throw stated that the other improvements are items that would be funded by the bonds and Mr. Rampola can speak more about that in Resolution No. 215. The Board of Public Works will consider a similar resolution to transfer the roads to the Redevelopment Authority. Upon a motion by Secretary Klee seconded by President Linder Hanig, the motion carried unanimously, the Authority approved Resolution No. 214 (Accepting Transfer of Roads) on February 10, 2023. B.Resolution No. 215 (Bond Resolution SB 2023 Projects Financing) Randy Rampola, Barnes, and Thornburg Presented Resolution No. 215 (Bond Resolution SB 2023 Projects Financing). In December, the Commission approved a form of lease and released Portage Avenue. Page | 3 Today you will consider a lease which will enable you to issue bonds and the proceeds of the bond will impart be used to fund projects in the River West and River East TIF areas. The public infrastructure improvements that we talked about and then the other component of the third component of the improvements are the Beacon Improvement District project. This resolution is the actual bond resolution authorizing the issuance of the bonds. This item was presented at both the Redevelopment Commission and Common Council to approve the form of the lease. Today we need to sign the lease. There is no formal action required because this Commission approved the lease at the previous meeting. It could not be signed prior to the Common Council meeting which happened on Monday where they approved the financing. This resolution authorizes the issuance of your bonds. Those bonds would be paid from the lease that will enter into with the Redevelopment Commission. That lease will be payable from tax increment revenues that will be collected from the River East and River West TIF districts. There are sufficient TIF to pay those lease rentals. The bond resolution in Section I authorizes bonds in an aggregate principal amount not to exceed $69M for a term of not more than twenty years. There are not to exceed interest rates there as well for taxable and not exempt bonds. The lease itself is a parameters resolution meaning that the par amount the principal amount of the bonds will likely be less than $69M. The first series Series A is supposed to be approximately $32M and we expect the interest rates to be significantly lower that what is listed. The balance of the resolution gets into the technical aspect of the bonds you are appointing U.S. Band and Trust Company to serve as the bond trustee. They will hold the bond proceeds and trust. They will also then receive the lease payments of the TIF revenues as the bonds are being paid down and they would pay the bondholders. Section 5 and 6 talk about the bond sale. The Commission is authorizing Baker Tilly Municipal Advisors to prepare an official statement and that document would be used to sell the bonds. Section 6 provides for competitive or negotiated sales. The city’s intent is to provide for a negotiated sale with an underwriter for which they are currently going through a selection process. The balance of the resolution relates to the technical aspects of the Resolution and authorizes the Commission to sign documents relating to the issuance of the bond in two series. The first series is expected to be issued later at the end of March/April and would fund the River West and River East infrastructure improvements. The second series of bonds will come later and will fund the Page | 4 Beacon Project improvements. We are contemplating two series in this resolution. Mr. Glavich asked when the optional redemption in Section 2 ever came into effect. Mr. Rampola stated that the typical market is seven to ten years for an optional redemption and that would come into play say you issue the bonds in April and the interest rate is 4% (making that number up). And say the tax-exempt rate drops over the next several years of seven or eight years out; you could refund these bonds and then you would redeem the outstanding bonds. Vice-President Fitts asked if US Bank typically oversees most of the bond issuance. Mr. Rampola stated that they have for a number of years and have served as the bond trustee. The city has been happy with their service and the expenses charged. Upon a motion by Secretary Klee seconded by Vice-President Fitts, the motion carried unanimously, the Authority approved Resolution No. 215 (Bond Resolution SB 2023 Projects Financing) on February 10, 2023. 5.ADJOURNMENT The Authority adjourned the meeting at 10:17 am. ______________________________ ______________________________ Anthony Fitts Rick Klee South Bend Redevelopment Authority South Bend Redevelopment Authority ______________________________ Erin Linder Hanig South Bend Redevelopment Authority LEASE AGREEMENT between SOUTH BEND REDEVELOPMENT AUTHORITY LESSOR and SOUTH BEND REDEVELOPMENT COMMISSION LESSEE Dated as of April 1, 2024 (Four Winds Field at Coveleski Stadium Project) ITEM 4A LEASE AGREEMENT THIS LEASE AGREEMENT, made and dated as of this 1st day of April, 2024, by and between the SOUTH BEND REDEVELOPMENT AUTHORITY (the “Lessor”), a separate body corporate and politic organized and existing under the provisions of I.C. 36-7-14.5 as an instrumentality of the City of South Bend, Indiana (the “City”), and the CITY OF SOUTH BEND REDEVELOPMENT COMMISSION (the “Lessee”), the governing body of the City of South Bend, Department of Redevelopment, acting for and on behalf of the City. WITNESSETH: WHEREAS, the City has created the Lessor under and in pursuance of the provisions of I.C. 36-7-14, I.C. 36-7-14.5 and I.C. 36-7-25 (collectively, the “Act”), for the purpose of financing, constructing, acquiring and leasing to the Lessee certain local public improvements and redevelopment and economic development projects; and WHEREAS, the City has created the Lessee to undertake redevelopment and economic development in the City in accordance with the Act; and WHEREAS, the Lessee is the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City (the “District”) which District is coterminous with the boundaries of the City; and WHEREAS, in accordance with prior resolutions adopted by the Lessee, the Lessee has designated a certain area of the City known as the “River West Development Area” (the “Area”) as an economic development area under the Act and approved an economic development plan for the Area; and WHEREAS, the City has determined to undertake certain renovations and improvements to Four Winds Field at Coveleski Stadium (the “Stadium”) consisting of enhancements to the Stadium including, without limitation, modernizing the existing stadium infrastructure, adding a full second level above the existing facility, renovating the primary seating areas and suites, adding a new 20,000 square foot, four-story club and event space building, and a new playground and splash pad with additional improvements including, without limitation, additional restrooms, additional circulation space, updated retail and concessions areas, a new improved entrance, and all projects related to the foregoing projects (collectively, the “Project”) for the purpose of increasing the Stadium’s capacity and providing for increased future success; and WHEREAS, the Project will foster further economic development and redevelopment throughout the District, including the Area; and WHEREAS, the City, the Lessor, and the Lessee seek to provide a means to finance the Project; and WHEREAS, the Act authorizes the Lessor to issue bonds for the purpose of obtaining money to pay the cost of acquiring property or constructing, improving, reconstructing or renovating local public improvements; and 2 WHEREAS, the costs related to acquiring and completing the Project will be paid from proceeds of bonds to be issued by the Lessor in one (1) or more series; and WHEREAS, the annual rentals to be paid under this Lease by the Lessee will be pledged by the Lessor to pay debt service on and other necessary incidental expenses of the Authority relating to the Bonds to be issued by the Lessor to finance the acquisition and completion of the Project; and WHEREAS, the Lessor has acquired or will acquire an interest in the real estate on which the Project will be located (the “Leased Premises”) described on Exhibit A hereto and such interest shall be for a term no less than the term of this Lease; and WHEREAS, the Lessee has determined, after a public hearing held pursuant to the Act after notice given pursuant to I.C. § 5-3-1, that the lease rentals provided for in this Lease are fair and reasonable, that the execution of this Lease is necessary and that the service provided by the Project will serve the public purpose of the City and is in the best interests of its residents, and the Common Council of the City (the “Common Council”) has, by resolution, approved this Lease in accordance with the provisions of Section 25.2 of the Act, and the Resolution has been entered in the official records of the Common Council; and WHEREAS, the Lessor has determined that the lease rentals provided for in this Lease are fair and reasonable, that the execution of this Lease is necessary, that the service provided by the Project will serve the public purpose of the City and is in the best interests of its residents, and the Lessor has duly authorized the execution of this Lease by Resolution, and the Resolution has been entered in the official records of the Lessor. THIS AGREEMENT WITNESSETH THAT: 1.Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee all of the Lessor’s right, title and interests in and to the Leased Premises. TO HAVE AND TO HOLD the Leased Premises with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee, beginning on the date the Lessor acquires an interest in any of the Leased Premises and ending on the day prior to a date not later than twenty (20) years after such date of acquisition by the Lessor. Notwithstanding the foregoing, the term of this Lease will terminate at the earlier of (a) the exercise by the Lessee of the option to purchase all of the Leased Premises pursuant to Section 11 hereof and the payment of the option price, or (b) the payment or defeasance of all obligations issued by the Lessor and secured by this Lease or any portion thereof; provided that no bonds or other obligations of the Lessor issued to finance the Leased Premises remain outstanding at the time of such payment or defeasance. The Lessor hereby represents that it is possessed of, or will acquire, the Leased Premises and the Lessor warrants and will defend the Leased Premises against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee or its assigns. Notwithstanding the foregoing, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises, including, but not limited to the Leased Premises, provided however, following such amendment, the rental payable under this Lease shall be based on the value of the portion of the Leased Premises which is 3 available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. 2.Lease Rental. (a) Fixed Rental Payments. The Lessee agrees to pay rental for the Leased Premises at an annual rate per year during the term of the Lease not to exceed Four Million Four Hundred Seventy-six Thousand Dollars ($4,476,000), payable in semi-annual installments. Each such semi-annual installment, payable as hereinafter described, shall be based on the value of the Leased Premises, together with that portion of the Leased Premises which is complete and ready for use by the Lessee at the time such semi-annual installment is made. Such rental shall be payable in advance in semi-annual installments on January 15 and July 15 of each year, with the first rental installment due no earlier than January 15, 2025. The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate so specified from the date such installment is due to the date of the expiration of this Lease. After the sale of the Bonds, the annual rental shall be reduced to an amount sufficient to pay principal and interest due in each twelve (12) month period commencing each year on August 1, rounded up to the next One Thousand Dollars ($1,000), together with incidental costs in each year in an amount to be determined at the time the Bonds are sold for the purpose of paying annual trustee fees and related costs, payable in advance in semi-annual installments. In addition, each such reduced semi-annual installment shall be based on the value of the Leased Premises at the time such semi-annual installment is made. Such amount of adjusted rental shall be endorsed on this Lease at the end hereof in the form of Exhibit B attached hereto by the parties hereto as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. (b)Additional Rental Payments. (i) The Lessee shall pay as further rental in addition to the rentals paid under Section 2(a) for the Leased Premises (“Additional Rentals”) the amount of all taxes and assessments levied against or on account of the Leased Premises or the receipt of lease rental payments and the amount required to reimburse the Lessor for any insurance payments made by it under Section 6. The Lessee shall pay as additional rental all administrative expenses of the Lessor, including ongoing trustee fees, relating to the Bonds. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which such payments must be paid to avoid delinquency. If the Lessee shall in good faith desire to contest the validity of any such tax or assessment, the Lessee shall so notify the Lessor and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the nonpayment thereof when due, the Lessee shall not be obligated to pay the contested amounts until such contests shall have been determined. The Lessee shall also pay as Additional Rentals the amount calculated by or for the Lessor as the amount required to be rebated, or paid as a penalty, to the United States of America under Section 148(f) of the Internal Revenue Code of 1986, as amended and in effect on the date of issue of the Bonds (“Code”), after taking into account other available moneys, to prevent the Bonds from becoming arbitrage bonds under Section 148 of the Code. (ii)The Lessee may, by Resolution, pay Additional Rentals to enable the Lessor to redeem or purchase Bonds prior to maturity. Rental payments due under this Section 2 shall be reduced to the extent such payments are allocable to the Bonds redeemed or purchased by the 4 Lessor with such Additional Rentals. The Lessee shall be considered as having an ownership interest in the Leased Premises valued at an amount equal to the amount of the Additional Rentals paid pursuant to this subsection (b)(ii). (c)Source of Payment of Rentals. The annual rentals set forth in Section 2(a) hereof and the Additional Rentals shall be payable from a special benefits tax levied upon the District and received by the Lessee for deposit into the Four Winds Field at Coveleski Stadium Principal and Interest Account of the Redevelopment District Bond Fund (the “Bond Fund”) pursuant to Indiana Code 36-7-14-27 (the “Special Benefits Tax Revenues”). The Lessee may pay the annual rentals and the Additional Rentals, or any other amounts due hereunder, from any revenues legally available to the Lessee; provided, however, the Lessee shall be under no obligation to pay any annual rentals or Additional Rentals or any other amounts due hereunder from any moneys or properties of the Lessee except the Special Benefits Tax Revenues deposited into said account in the Bond Fund. 3.Payment of Rentals. All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank or trust company designated as Trustee (“Trustee”) under the Trust Indenture between it and the Lessor (“Indenture”), or to such other bank or trust company as may from time to time succeed such bank as Trustee under the Indenture securing the bonds to be issued by the Lessor to finance the acquisition and construction of the Leased Premises. Any successor trustee under the Indenture shall be endorsed on this Lease at the end hereof by the parties hereto as soon as possible after selection, and such endorsement shall be recorded as an addendum to this Lease. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. 4.Abatement of Rent; Substitution. If any part of the Leased Premises is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use by the Lessee, it shall then be the obligation of the Lessor to restore and reconstruct that portion of the Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or reconstruction more than the condemnation proceeds received by the Lessor. If any part of the Leased Premises shall be partially or totally destroyed, or is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the Lessee, the rent shall be abated for the period during which the Leased Premises or such part thereof is unfit or unavailable for use, and the abatement shall be in proportion to the percentage of the Leased Premises which is unfit or unavailable for use or occupancy. Notwithstanding the foregoing, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises, provided however, following such amendment, the rental payable under this Lease shall be based on the value of the portion of the Leased Premises which is available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. In the event that all or a portion of the Leased Premises shall be unavailable for use by the Lessee, subject to the completion of any process required by law, the Lessor and the Lessee shall amend the Lease to add to and/or replace a portion of the Leased Premises to the extent necessary 5 to provide for available Leased Premises with a value supporting rental payments under the Lease sufficient to pay when due all principal of and interest on outstanding Bonds. 5. Maintenance, Alterations and Repairs. The Lessee may enter into agreements with one (1) or more other parties for the operation, maintenance, repair and alterations of all or any portion of the Leased Premises. Such other parties may assume all responsibility for operation, maintenance, repairs and alterations to the Leased Premises. At the end of the term of this Lease, the Lessee shall deliver the Leased Premises to the Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. 6. Insurance. During the full term of this Lease, the Lessee shall, at its own expense, keep in effect public liability insurance in amounts customarily carried for similar properties. Such insurance may be provided under the public liability self-insurance program of the City. Additionally, notwithstanding anything in this Lease to the contrary, Lessee does not waive any governmental immunity or liability limitations available to it under Indiana law. The proceeds of the public liability insurance required herein (after payment of expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. Such policies shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made payable to the Lessor, the Lessee, and the Trustee and to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana and deposited with the Lessor and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rentals payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non-action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance. The insurance policies described in this Section 6 may be acquired by another party and shall satisfy this Section as long as the Lessor, the Lessee and the Trustee are named as additional insureds under such policies. Such coverage may be provided by scheduling it under a blanket insurance policy or policies. 7. Eminent Domain. If title to or the temporary use of the Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one (1) or more of the following ways: (a) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in furtherance of the purposes of the Act and the Plan (the improvements shall be deemed a part of the Leased Premises and available for use and occupancy by the Lessee without the 6 payment of any rent other than as herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Lessee shall direct the Lessor and the Trustee in writing as to which of the ways specified in this Section the Lessee elects to have the net proceeds of the condemnation award applied. Any balance of the net proceeds of the award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be deposited in the sinking fund held by the Trustee under the Indenture and applied to the repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld. 8. General Covenant. The Lessee shall not assign this Lease or mortgage, pledge or sublet the Leased Premises herein described, without the written consent of the Lessor. The Lessee shall contract with the other parties to use and maintain the Leased Premises in accordance with the laws, regulations and ordinances of the United States of America, the State of Indiana, the City and all other proper governmental authorities. 9. Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Lessee and the Lessor represent, covenant and agree that none of the Lessor, the Lessee or the City will take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All Officers, Members, Employees and Agents of the Lessor, the Lessee, and the City are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor, the Lessee, and the City as of the date the Bonds are issued and to enter into covenants on behalf of the Lessor, the Lessee, and the City evidencing the Lessor’s, the Lessee’s, and the City’s commitments set forth herein. In particular, all or any Members or Officers of the Lessor, the Lessee, and the City are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor, the Lessee, and the City on the date the Bonds are issued and the commitments set forth herein with respect to the Lessor, the Lessee, and the City regarding the amount and use of the proceeds of the Bonds. 7 Notwithstanding any other provisions hereof, the foregoing covenants and authorizations (the “Tax Sections”) which are designed to preserve the exclusion of interest on the Bonds from gross income under federal income tax law (the “Tax Exemption”) need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve the Tax Exemption. 10.Option to Renew. The Lessor hereby grants to the Lessee the right and option to renew this Lease for a further like or lesser term upon the same or like conditions as herein contained, and applicable to the portion of the premises for which the renewal applies, and the Lessee shall exercise this option by written notice to the Lessor given upon any rental payment date prior to the expiration of this Lease. 11.Option to Purchase. The Lessor hereby grants to the Lessee the right and option, on any date, upon sixty (60) days’ written notice to the Lessor, to purchase the Leased Premises, or any portion thereof, at a price equal to the amount required to pay all indebtedness incurred on account of the Leased Premises, or such portion thereof (including indebtedness incurred for the refunding of any such indebtedness), including all premiums payable on the redemption thereof and accrued and unpaid interest, and including the proportionate share of the expenses and charges of liquidation, if the Lessor is to be then liquidated. In no event, however, shall such purchase price exceed the capital actually invested in such property by the Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor. The phrase “capital actually invested” as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor in connection with the acquisition and financing of the Leased Premises: organization expenses, financing costs, carry charges, legal fees, architects’ fees and reasonable costs and expenses incidental thereto. Upon request of the Lessee, the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee in order to purchase the Leased Premises, or any portion thereof, including, but not limited to all indebtedness incurred on account of the Leased Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase granted herein, the Lessor will upon payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee, or any entity (including the City) designated by the Lessee, all of the Lessor’s title to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to the property was subject when conveyed to the Lessor; (ii) those liens and encumbrances created by the Lessee and to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii) those liens and encumbrances on its part contained in this Lease. In the event of purchase of the Leased Premises, or any portion thereof as set forth above, by the Lessee or conveyance of the Leased Premises, or any portion thereof as set forth above, to the Lessee or the Lessee’s designee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee’s expense all documentary stamps or tax payments required for the transfer of title. Nothing contained herein shall be construed to provide that the Lessee shall be under any obligation to purchase the Leased Premises, or any portion thereof as set forth above, or under any obligation respecting the creditors, members or security holders of the Lessor. 8 12.Transfer to Lessee. If the Lessee has not exercised its option to renew in accordance with the provisions of Section 10, and has not exercised its option to purchase the Leased Premises, or any portion thereof, in accordance with the provisions of Section 11, and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Leased Premises, or such portion thereof remaining, shall thereupon become the absolute property of the Lessee, subject to the limitations, if any, on the conveyance of the site for the Leased Premises to the Lessor and, upon the Lessee’s request the Lessor shall execute proper instruments conveying to the Lessee, or to any entity (including the City) designated by the Lessee, all of Lessor’s title to the Leased Premises, or such portion thereof. 13.Defaults. If the Lessee shall default (a) in the payment of any rentals or other sums payable to the Lessor hereunder, or in the payment of any other sum herein required to be paid for the Lessor; or (b) in the observance of any other covenant, agreement or condition hereof, and such default shall continue for ninety (90) days after written notice to correct such default; then, in any or either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy; or the Lessor, at its option, without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the Leased Premises and the Lessee covenants to surrender the same forthwith upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor’s actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 14.Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, registered and addressed to the other party or parties at the following addresses: (a) to Lessor: South Bend Redevelopment Authority, Attention: President, c/o Department of Community Investment, 227 West Jefferson Blvd., Suite 1405, South Bend, Indiana; (b) to Lessee: South Bend Redevelopment Commission, Attention: President, c/o Department of Community Investment, 227 West Jefferson Blvd., Suite 1405, South Bend, Indiana. The Lessor, the Lessee and the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. 15.Successors or Assigns. All covenants of this Lease, whether by the Lessor or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 16.Construction of Covenants. The Lessor was organized for the purpose of acquiring, constructing, equipping and renovating local public improvements and leasing the same to the Lessee under the provisions of the Act. All provisions herein contained shall be construed in accordance with the provisions of the Act, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of the Act, the Act shall be deemed 9 to be controlling and binding upon the Lessor and the Lessee; provided, however, any amendment to the Act after the date hereof shall not have the effect of amending this Lease. IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed for and on their behalf on the date first written above. LESSOR: LESSEE: SOUTH BEND REDEVELOPMENT AUTHORITY SOUTH BEND REDEVELOPMENT COMMISSION _________________, President Marcia I. Jones, President ATTEST: ________________, Secretary-Treasurer ATTEST: Vivian Sallie, Secretary STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared _________________ and _______________, personally known to be the President and Secretary-Treasurer, respectively, of the South Bend Redevelopment Authority (the “Authority”), and acknowledged the execution of the foregoing Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this ____day of _______________, 2024. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared Marcia I. Jones and Vivian Sallie, personally known to be the President and Secretary, respectively, of the South Bend Redevelopment Commission (the “Commission”), and acknowledged the execution of the foregoing Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this ____day of ________, 2024. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Randolph R. Rompola This instrument was prepared by Randolph R. Rompola, Barnes & Thornburg LLP, 201 South Main Street, Suite 400, South Bend, Indiana 46601. A-1 EXHIBIT A DESCRIPTION OF LEASED PREMISES All of the City’s interest in all or a portion of the Leased Premises which consists of existing Four Winds Field at Coveleski Stadium, as more particularly described as follows: 501 West South Street, South Bend, Indiana 46601 [A more detailed description of the Leased Premises will be provided prior to recording of the Lease]. B-1 EXHIBIT B ADDENDUM TO LEASE BETWEEN SOUTH BEND REDEVELOPMENT AUTHORITY, LESSOR AND SOUTH BEND REDEVELOPMENT COMMISSION, LESSEE THIS ADDENDUM (this “Addendum”), entered into as of this ____ day of _____________, 2024, by and between South Bend Redevelopment Authority (the “Lessor”), and South Bend Redevelopment Commission (the “Lessee”); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of April 1, 2024 (the “Lease”); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the adjusted rental. NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED AND STIPULATED by the parties to the Lease that the adjusted rental is set forth on Appendix I attached hereto. IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSOR LESSEE SOUTH BEND REDEVELOPMENT AUTHORITY SOUTH BEND REDEVELOPMENT COMMISSION President President ATTEST: Secretary-Treasurer ATTEST: Secretary B-2 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared _________________ and ______________________, personally known to be the President and Secretary-Treasurer, respectively, of the South Bend Redevelopment Authority (the “Authority”), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this ______ day of ______, 2024. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: B-3 STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared _________________ and ______________________, personally known to be the Vice- President and Secretary, respectively, of the South Bend Redevelopment Commission (the “Commission”), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this ______ day of ______, 2024. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Randolph R. Rompola This instrument was prepared by Randolph R. Rompola Barnes & Thornburg LLP, 201 South Main Street, Suite 400, South Bend, Indiana 46601. B-4 Appendix I to Addendum to Lease Adjusted Rental Schedule Payment Date Total Rental Payment DMS 42187373v2 RESOLUTION NO. 216 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY ESTABLISHING ITS INTENT TO ISSUE REDEVELOPMENT AUTHORITY LEASE RENTAL REVENUE BONDS, APPROVING A PROPOSED LEASE WITH THE SOUTH BEND REDEVELOPMENT COMMISSION, AND ALL MATTERS RELATED THERETO IN CONNECTION WITH THE FOUR WINDS FIELD AT COVELESKI STADIUM PROJECT WHEREAS, the South Bend Redevelopment Authority (the “Authority”) has been created pursuant to Indiana Code 36-7-14.5 as a separate body, corporate and politic, and as an instrumentality of the City of South Bend, Indiana (the “City”), to finance local public improvements for lease to the South Bend Redevelopment Commission (the “Commission”); and WHEREAS, the City has determined to undertake certain improvements to the Four Winds Field at Coveleski Stadium (the “Stadium”) consisting of enhancements to the Stadium including, without limitation, modernizing the existing stadium infrastructure, adding a full second level above the existing facility, renovating the primary seating areas and suites, adding a new 20,000 square foot, four-story club and event space building, and a new playground and splash pad with additional improvements including, without limitation, additional restrooms, additional circulation space, updated retail and concessions areas, a new improved entrance, and all projects related to the foregoing projects (collectively, the “Project”) for the purpose of increasing the Stadium’s capacity and providing for increased future success; and WHEREAS, the Authority has given consideration to (i) financing the cost of all or a portion of the Project; (ii) funding a debt service reserve fund, if necessary in connection with the issuance of the Bonds (defined herein); and (iii) paying costs incurred in connection with the issuance of the Bonds; and WHEREAS, the Authority desires to express its intent to issue its lease rental revenue bonds (the “Bonds”), in one (1) or more series, in an aggregate principal amount not to exceed Fifty Million Two Hundred Fifty Thousand Dollars ($50,250,000) to: (i) finance all or a portion of the cost of the Project; (ii) fund a debt service reserve fund, if necessary in connection with the issuance of the Bonds; and (iii) pay costs incurred in connection with the issuance of the Bonds; and WHEREAS, the Authority seeks to approve and enter into a proposed Lease Agreement with the Commission in the form presented at this public meeting (the “Lease”) for the purpose of paying the principal and interest on the Bonds issued pursuant to I.C. 36-7-14.5 to finance the Project, and other costs set forth above; and WHEREAS, the Authority anticipates that certain expenses may be incurred with respect to the Project (collectively, the “Expenditures”) prior to the issuance of the Bonds, and the Authority expects to reimburse any such Expenditures with proceeds received by the Authority upon the issuance of the Bonds; and WHEREAS, the Authority now seeks to declare its intent to reimburse the Expenditures pursuant to Treas. Reg. §1.150-2 and Indiana Code 5-1-14-6(c); ITEM 4B NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT AUTHORITY, AS FOLLOWS: SECTION 1. The Authority hereby declares its intent to issue the Bonds in an aggregate principal amount not to exceed Fifty Million Two Hundred Fifty Thousand Dollars ($50,250,000) pursuant to Indiana Code 36-7-14.5 for the purpose of financing all or a portion of the cost of the Project and to reimburse costs related thereto consisting of the Expenditures from proceeds of the sale of such Bonds. SECTION 2. The Authority hereby approves the proposed Lease between the Authority and the Commission in the form presented at this public meeting. The President and Secretary of the Authority are hereby authorized to execute the Lease on behalf of the Authority following approval of the Lease by the Common Council of the City, with such changes thereto as such Officers shall approve, such approval to be conclusively evidenced by their execution thereof. SECTION 3. This Resolution shall take effect, and be in full force and effect from and after its passage and approval by the Authority, in conformance with applicable law. ADOPTED at a meeting of the South Bend Redevelopment Authority held on March 27, 2024, in Room 1308 of the County-City Building, 277 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT AUTHORITY Erin Linder Hanig, President ATTEST: Richard Klee, Secretary DMS 42492530v1