HomeMy WebLinkAboutRDC Packet 5.9.24South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Agenda
Regular Meeting, May 9, 2024 – 9:30 a.m.
https://tinyurl.com/RedevelopmentCommission or BPW Conference Room 13th Floor
1.Roll Call
2.Election of Officers
3.Approval of Minutes
A.Minutes of the Regular Meeting of April 25, 2024
4.Approval of Claims
A.Claims Allowance 04.30.24
5.Old Business
A.Receipt of Bids: 525 S Taylor Street, South Bend IN 46601
6.New Business
A.River West Development Area
1. Agency Agreement w/Park Board (Garage Management)
2.Development Agreement (Aunalytics)
3.Second Amendment (Lafayette Building)
B.River East Development Area
1.Budget Request (Coal Line Phase II)
7.Progress Reports
A.Tax Abatement
B.Common Council
C.Other
8.Next Commission Meeting:
Thursday, May 23, 2024, 9:30 am
ITEM 1
City of South Bend
Department of Administration & Finance
Claims Allowance Request
To:South Bend Redevelopment Commission
From:Kyle Willis, City Controller
Date:Tuesday, April 30, 2024
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-0078488 $131,861.53
GBLN-0078507 $100,000.00
GBLN-0078663 $3,707,895.00
Total:$3,939,756.53
_______________________________
Kyle Willis
The attached claims described above were allowed in the following
total amount at a public meeting on the date stated below:
South Bend Redevelopment Commission
By:_______________________________
Name:
Date:
ITEM 4A
Attest:_______________________________
Name:
Department of Administration & Finance
Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and
3,939,756.53$
Order Confirmation
Not an Invoice
Account Number:560708
Customer Name:City Of South Bend
Customer
Address:
City Of South Bend
227 W JEFFERSON BLVD STE 1316
SOUTH BEND IN 46601
Contact Name:Bianca Tirado
Contact Phone:
Contact Email:sbcityclerk@southbendin.gov
PO Number:
Date:04/15/2024
Order Number:10077573
Prepayment
Amount:
$ 0.00
Column Count:1.0000
Line Count:162.0000
Height in Inches:0.0000
Print
Product #Insertions Start - End Category
SBN South Bend Tribune 2 04/19/2024 - 04/26/2024 Govt Public Notices
SBN southbendtribune.com 2 04/19/2024 - 04/26/2024 Govt Public Notices
Total Cash Order Confirmation Amount Due $123.12
Tax Amount $0.00
Service Fee 3.99%$4.91
Cash/Check/ACH Discount -$4.91
Payment Amount by Cash/Check/ACH $123.12
Payment Amount by Credit Card $128.03
As an incentive for customers, we provide a discount off the
total order cost equal to the 3.99% service fee if you pay with
Cash/Check/ACH. Pay by Cash/Check/ACH and save!
Order Confirmation Amount $123.12
1/2
ITEM 5A
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2/2
Redevelopment Commission Agenda Item
DATE: 05/06/2024
FROM: Joseph Molnar
SUBJECT: Agency Agreement with Parks Board
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: Agency Agreement with Parks Board
Specifics:
The Redevelopment Commission took ownership of the Leighton Parking Garage from the
Board of Public Works and agreed to acquire the parking garage at Main / Wayne Street as part
of the larger Beacon – GLC – RDC development agreement. Currently, all other parking garages
owned by the City are owned by the Board of Public Works who granted the Park Board the
authority to negotiate the terms of management of the parking garages. This Agency
Agreement between the RDC and the Parks Board, grants the Parks Board authority to manage
and contract for the management of parking operations. Under this Agreement, the Parks
Board is neither required nor permitted to act as the RDC's agent with respect to the storefront
retail spaces contained in either garage.
Staff requests approval of this Agreement.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
ITEM 6A1
AGENCY AGREEMENT
This Agency Agreement (this "Agreement") dated as of May 9, 2024 (the "Effective
Date"), is entered into by and between the City of South Bend Department of Redevelopment,
acting by and through its Redevelopment Commission (the "RDC"), and South Bend Parks
and Recreation Department, acting by and through the South Bend Board of Park
Commissioners (the "Parks Board") (each a "Party" and collectively the "Parties").
RECITALS
A.The RDC owns or will soon own two parking facilities located at 109 W.
Jefferson Boulevard (the "Leighton Garage"), and 119 W. Wayne St. (the "Main Wayne Street
Garage") (collectively, the "Garages").
B.The RDC holds or will hold legal or equitable title to each of the Garages and
will have the power to manage, maintain, and control the use of the Garages, among other
powers afforded under Ind. Code § 36-7-14.
C.The RDC desires to appoint the Parks Board as the RDC’s agent to manage
and to contract for the management of parking operations in the Garages, as allowed by Ind.
Code § 36-7-14.
D.The Parks Board desires to accept the RDC's appointment on the terms set
forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1.Appointment and Acceptance; Limitation. The RDC hereby appoints and
authorizes the Parks Board as the RDC's agent to act on the RDC's behalf for the purposes
stated in this Agreement. The Parks Board hereby accepts said appointment and authority.
Under this Agreement, the Parks Board is neither required nor permitted to act as the RDC's
agent with respect to the storefront retail space contained within the Leighton Garage or the
storefront retail space contained within the Main Wayne Street Garage.
2.Operations. The Parks Board will carry out all necessary or appropriate functions
related to the management and operations of vehicular parking in the Garages. The Parks
Board is hereby authorized to contract, in accordance with applicable laws and procedures, with
third parties for the provision of necessary goods and services to carry out the management and
operations of vehicular parking in the Garages.
3.Garage and On-Street Enforcement. In accordance with the RDC's authority,
the Parks Board is hereby authorized to contract, in accordance with applicable laws and
procedures, with third parties for the enforcement of parking regulations in the Garages and on
public rights-of-way.
4.Termination. This Agreement, and the authority granted herein, will terminate
upon thirty (30) days' written notice by either Party to the other in advance of the date of
termination.
5.Cooperation. As needed on a case-by-case basis, the Parties agree to
cooperate with one another to carry out the purposes of this Agreement.
6.Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the RDC and the Parks Board and their respective successors-in-interest and permitted
assigns. This Agreement may not be assigned by any Party without the prior written consent
of the other Party.
IN WITNESS WHEREOF, the RDC and the Parks Board have executed this Agency
Agreement to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND REDEVELOPMENT COMMISSION
________________________________
_______________________, President
__________________________________________________________________
________________________, Secretary
SOUTH BEND BOARD OF PARK COMMISSIONERS
____________________________________________________________________
_____________________________, President
____________________________________________________________________
_________
_________________________, Secretary
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Redevelopment Commission Agenda Item
DATE: 5/7/24
FROM: Erik Glavich, Director, Growth & Opportunity
SUBJECT: Aunalytics, Inc. Development Agreement
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: Development Agreement for property located at 1440 Ignition Drive, South
Bend, Indiana 46601 (Aunalytics, Inc.)
SPECIFICS: The Commission will consider a Development Agreement with Aunalytics, Inc., a
local company that provides data, analytics, and IT services. Aunalytics is based in Ignition Park.
This Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission
will not exceed $1.5 million and (2) the Private Investment by the Developer will be no less than
$8.5 million. The RDC funding will support the first phase of a project that will ultimately exceed
$30 million. Moreover, as part of this first phase, Aunalytics commits to hiring 25 full-time
employees in South Bend and will provide discounted AI services for employers based in South
Bend and the surrounding area until the cumulative total of discounts equals the RDC funding.
The Developer agrees to complete the project by the end of 2026. The Funding Amount will be
used to purchase new servers.
Staff recommends approval of this Development Agreement.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
Approved Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
ITEM 6A2
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DEVELOPMENT AGREEMENT
This Development Agreement (this “Agreement”), is effective as of May 9, 2024 (the
“Effective Date”), by and between the City of South Bend, Department of
Redevelopment, acting by and through its governing body, the South Bend Redevelopment
Commission (the “Commission”), and Aunalytics, Inc. (“Aunalytics”), a Delaware For-Profit
Corporation authorized to conduct business in Indiana, with offices at 460 Stull Street, Suite 100,
South Bend, Indiana 46601, and Data Realty Northern Indiana, LLC (“Data Realty
Northern Indiana”), an Indiana Domestic Limited Liability Company with offices at 460 Stull
Street, Suite 100, South Bend, Indiana 46601 (each, a “Party,” and collectively, the “Parties”).
RECITALS
WHEREAS, the Commission exists and operates under the provisions of
the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the
“Act”); and
WHEREAS, the Act provides that the clearance, replanning, and redevelopment of
redevelopment areas are public uses and purposes for which public money may be spent; and
WHEREAS, Aunalytics and Data Realty Northern Indiana (collectively, the “Developer”),
are common entities and desire to share the rights and obligations under this Agreement; and
WHEREAS, the Developer owns certain real property described in Exhibit A, together
with all improvements thereon and all easements, rights, licenses, and other interests appurtenant
thereto (collectively, the “Developer Property”); and
WHEREAS, the Developer currently has private financing and desires to construct,
renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in
accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B; and
WHEREAS, the Developer Property is located within the corporate boundaries of the City
of South Bend, Indiana (the “City”), within the River West Development Area (the “Area”); and
WHEREAS, the Commission has adopted (and subsequently amended, from time to time)
a development plan, which contemplates development of the Area consistent with the Project; and
WHEREAS, the Developer Property is located within Ignition Park, a Certified
Technology Park intended to support technical innovation; and
WHEREAS, as a result of the Project, Developer is committing to (a) the creation of at
least twenty-five (25) permanent full-time jobs in South Bend, and (b) offering a discounted rate
of 20% off list prices for artificial intelligence computing resources for employers in South Bend
and surrounding areas, as further set forth herein; and
WHEREAS, the Commission believes that accomplishing the Project as described herein
is in the best interests of the health, safety, and welfare of the City and its residents; and
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WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the
local public improvements stated in Exhibit C (the “Local Public Improvements”) and the
financing thereof, subject to the terms and conditions of this Agreement and in accordance with
the Act.
NOW, THEREFORE, in consideration of the mutual promises and obligations stated in
this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS.
Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have
the following meanings:
1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property,
used for property tax assessment purposes as determined by the St. Joseph County Assessor.
1.2 Board of Works. “Board of Works” means the Board of Public Works of the City,
a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12.
1.3 Funding Amount. “Funding Amount” means an amount not to exceed One Million
Five Hundred Thousand Dollars ($1,500,000.00) of tax increment finance revenues to be used for
paying the costs associated with the construction, equipping, inspection, and delivery of the Local
Public Improvements.
1.4 Private Investment. “Private Investment” means an amount no less than Eight
Million Five Hundred Thousand Dollars ($8,500,000.00) to be expended by the Developer for the
costs associated with constructing the improvements set forth in the Project Plan, including
architectural, engineering, and any other costs directly related to completion of the Project that are
expected to contribute to increases in the Assessed Value of the Developer Property.
SECTION 2. INTERPRETATION, TERMS, AND RECITALS.
2.1 Interpretation.
(a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) “Section” or
“Article” shall be deemed to refer to the Section or Article of this Agreement bearing the
number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement
bearing the letter or number so specified, and (iii) references to this “Agreement” shall
mean this Agreement and any exhibits and attachments hereto.
(c) Captions used for or in Sections, Articles, and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
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(d)The terms “include,” “including,” and “such as” shall each be construed as
if followed by the phrase “without being limited to.”
2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this
Agreement for all purposes.
SECTION 3. ACCESS.
3.1 Grant of Easement. The Developer will grant to the Commission a temporary, non-
exclusive easement on, in, over, under and across any part(s) of the Developer Property (the
“Easement”) in the form attached hereto as Exhibit D, to permit the Commission to fulfill its
obligations under this Agreement, including the construction, equipping, inspection, and delivery
of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission
and the Board of Works or any contractors acting on behalf of the Commission in connection with
the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall
bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than
upon completion of the Local Public Improvements, as determined by the Board of Works.
SECTION 4. DEVELOPER’S OBLIGATIONS.
4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements
to perform and abide by the covenants and obligations set forth in this Agreement are material
consideration for the Developer’s commitment to perform and abide by the covenants and
obligations of the Developer contained in this Agreement.
4.2 The Project.
(a)The Developer will perform all necessary work to complete the
improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and
specifications to be approved by the City Planner, or his designee, pursuant to Section 4.8
(“Submission of Plans and Specifications for Project”) of this Agreement, which
improvements shall comply with all zoning and land use laws and ordinances.
(b)The Developer will expend the Private Investment to complete the Project
in accordance with the Project Plan attached hereto as Exhibit B and the plans and
specifications to be approved by the Commission pursuant to Section 4.8 (“Submission of
Plans and Specifications for Project”) of this Agreement.
4.3 Additional Developer Commitments. The Developer agrees to (a) create, as a result
of the Project, at least Twenty-Five (25) permanent full-time jobs in South Bend associated with
the real property described in Exhibit A and (b) provide a discounted rate of Twenty percent (20%)
off list prices for artificial intelligence computing resources for employers located in South Bend
and surrounding areas upon completion of the Commission’s Local Public Improvements as set
forth in Exhibit C. The discounted rate as set forth in this Section shall continue to be offered to
employers located in South Bend and surrounding areas until the sum of the discounts offered by
the Developer reaches a total equivalent to the Commission’s Funding Amount.
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4.4 Cooperation. The Developer agrees to endorse and support the Commission’s
efforts to expedite the Local Public Improvements through any required planning, design, public
bidding, construction, inspection, waiver, permitting, and related regulatory processes.
4.5 Obtain Necessary Easements. The Developer agrees to obtain any and all
easements from any governmental entity and/or any other third parties that the Developer or the
Commission deems necessary or advisable in order to complete the Local Public Improvement s,
and the obtaining of such easements is a condition precedent to the Commission’s obligations
under this Agreement.
4.6 Timeframe for Completion. The Developer hereby agrees to complete the Project
as set forth in the Project Plan and any other obligations the Developer may have under this
Agreement by December 31, 2026 (the “Mandatory Project Completion Date”). The Developer
further agrees the total Project will be completed in accordance with the Project Plan attached
hereto as Exhibit B.
Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to
complete the Project or any other obligations the Developer may have under this Agreement by
the Mandatory Project Completion Date will constitute a default under this Agreement without
any requirement of notice of or an opportunity to cure such failure.
4.7 Reporting Obligations.
(a)Upon the letting of contracts for substantial portions of the Project and again
upon substantial completion of the Project, the Developer hereby agrees to report to the
Commission the number of local contractors and local laborers involved in the Project, the
amount of bid awards for each contract related to the Project, and information regarding
which contractor is awarded each contract with respect to the Project.
(b)On or before June 30 and December 31 of each year until substantial
completion of the Project, the Developer shall submit to the Commission a report, in the
format set forth as Exhibit E, demonstrating the Developer’s good-faith compliance with
the terms of this Agreement. The report shall include the following information and
documents: (i) a status report of the construction completed to date, (ii) an update on the
project schedule, (iii) an itemized accounting generally identifying the Private Investment
to date, (iv) a status report of the number of jobs created for employment at the Developer
Property, and (v) a status report on the discounted services offered to employers located in
South Bend and surrounding areas for artificial intelligence computing resources.
(c)On or before June 30 of the year that is one year after substantial completion
of the Project and on or before each June 30 thereafter until June 30 of the year which is
ten (10) years after substantial completion of the Project or the year following the final
discount under this Agreement is provided by the Developer, whichever is sooner, the
Developer shall submit to the Commission a report with the following information: (i) the
number of jobs created as a result of the Project and wage and benefit information for the
jobs created; (ii) a description of the job and wage details for the number of people
employed by the Developer in connection with the Project; and (iii) total sums of
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discounted services offered to employers located in South Bend and surrounding areas for
artificial intelligence computing resources.
4.8 Submission of Plans and Specifications for Project. Promptly upon completion of
all plans and specifications for the Project, or changes thereto, and prior to the Commission’s
expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City’s
Executive Director Department of Community Investment, or his or her designee, who may
approve or disapprove said plans and specifications for the Project in his or her sole discretion and
may request revisions or amendments to be made to the same.
4.9 Costs and Expenses of Construction of Project. The Developer hereby agrees to
pay, or cause to be paid, all costs and expenses of planning, construction, management, and all
other activities or purposes associated with the Project (including legal, architectural, and
engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the
Commission by and through the Funding Amount subject to the terms of this Agreement.
4.10 Specifications for Local Public Improvements. The Developer will be responsible
for the preparation of all bid specifications related to the Local Public Improvements, and the
Developer will pay all costs and expenses of such preparation, provided, however, that if the
Commission pays any costs or expenses of such preparation, then the amount paid by the
Commission will be deducted from the Funding Amount. The Developer will submit all bid
specifications related to the Local Public Improvements to the City of South Bend Engineering
Department (the “Engineering Department”). The Engineering Department may approve or
disapprove said bid specifications for the Project in its sole discretion and may request revisions
or amendments to be made to the same. The Commission shall not be required to expend the
Funding Amount unless the Engineering Department has approved all bid specifications.
4.11 Non-Interference. Developer hereby agrees to use commercially reasonable efforts
to minimize disruption for those living and working near the Developer Property during
construction of the Project.
4.12 Insurance. The Developer shall purchase and maintain comprehensive insurance
coverage as is appropriate for the work being performed with respect to the Project. The Developer
shall provide proof of such adequate insurance to the Commission and shall notify the Commission
and the City of any change in or termination of such insurance. During the period of construction
or provision of services regarding any Local Public Improvements, the Developer shall maintain
insurance in the kinds and for at least the minimum amounts as described in Exhibit F attached
hereto and the Commission and the City shall be named as additional insureds on such policies
(but not on any worker’s compensation policies).
4.13 Information. The Developer agrees to provide any and all due diligence items with
respect to the Project reasonably requested by the Commission.
SECTION 5. COMMISSION’S OBLIGATIONS.
5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to
perform and abide by the covenants and obligations set forth in this Agreement is material
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consideration for the Commission’s commitment to perform and abide by the covenants and
obligations of the Commission contained in this Agreement.
5.2 Completion of Local Public Improvements.
(a)The Commission hereby agrees to complete (or cause to be completed) the
Local Public Improvements described in Exhibit C attached hereto on a schedule to be
reasonably determined and agreed to by the Commission and the Developer, as may be
modified due to unforeseen circumstances and delays.
(b)Before any work on the Local Public Improvements will commence, (a) the
Commission will have received satisfactory plans and specifications for the Project and
responded in accordance with Section 4.8 (“Submission of Plans and Specifications for
Project”) of this Agreement, and (b) the Engineering Department will have received
satisfactory bid specifications for the Local Public Improvements and approved the same
in accordance with Section 4.10 (“Specifications for Local Public Improvements”) of this
Agreement.
(c)The Local Public Improvements will be completed in accordance with all
applicable public bidding and contracting laws and will be subject to inspection by the
Engineering Department or its designee.
(d)Notwithstanding anything contained herein to the contrary, in the event the
costs associated with the Local Public Improvements are in excess of the Funding Amount,
Developer, at its sole option, may determine to pay to the Commission the amount of the
excess costs to permit timely completion of the Local Public Improvements by the
Commission, or an agent of the Commission, which amounts shall be applied for such
purpose. If Developer chooses not to pay any such excess costs of the Local Public
Improvements (above the Funding Amount), the Commission may reduce the scope of the
Local Public Improvements to the amount which may be funded with the Funding Amount.
In no event will the Commission be required to spend more than the Funding Amount in
connection with the Local Public Improvements.
5.3 Cooperation. The Commission agrees to endorse and support the Developer’s
efforts to expedite the Project through any required planning, design, permitting, waiver, and
related regulatory processes, provided, however, that the Commission will not be required to
expend any money in connection therewith.
5.4 Public Announcements, Press Releases, and Marketing Materials. The
Commission hereby agrees to coordinate all public announcements and press releases relating to
the Project with the Developer.
SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
6.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
settlement or final judgment including all appeals. Each Party shall select its own legal counsel;
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however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated
with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall
the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties
agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated,
rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by
the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside.
SECTION 7. DEFAULT.
7.1 Default. Any failure by either Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other Party, shall constitute a default under this Agreement. Any
notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this
Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel
specific performance) seeking remedies for such default. If the default is cured within thirty (30)
days after the notice described in this Section 7.1, then no default shall exist and the noticing Party
shall take no further action.
7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete
the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the
Private Investment by the Mandatory Project Completion Date, then the Commission shall be
entitled to recover from Developer, as liquidated damages, One Hundred Fifty Percent (150%) of
the portion of the Funding Amount expended by the Commission in furtherance of the Local Public
Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual
damages to the Commission, the City, and its citizens in the event of a default by Developer would
be difficult or impossible to determine, and the Liquidated Damages set forth above represents the
best estimate of the Parties as to the amount of such damages at the time of execution and delivery
of this Agreement. If the Developer fails to perform and complete the work within the timeframe
fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed
upon monetary damages sustained by the Commission, the City, and citizens of South Bend for
the Commission’s direct investment into the Project, the negative impact upon the Commission’s
ability to develop other projects in South Bend, and expenses of City employees supporting the
Project, including, redevelopment staff, engineering staff, legal department staff, and a
construction manager on site.
7.3 Force Majeure. Notwithstanding anything to the contrary contained in this
Agreement, none of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
restrictions imposed or mandated by governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environments regulations, contract defaults by
third parties, or similar basis for excused performance which is not within the reasonable control
of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the
Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
8
cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
as may be mutually agreed upon by all the Parties.
SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF
INTEREST; INDEMNITY.
8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that:
(a)The Project is a private development;
(b)None of the Commission, the Board of Works, or the Developer has any
interest or responsibilities for, or due to, third parties concerning any improvements until
such time, and only until such time, that the Commission, the Board of Works, and/or the
Developer expressly accepts the same; and
(c)The Parties hereby renounce the existence of any form of agency
relationship, joint venture or partnership between the Commission, the Board of Works,
and the Developer and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as creating any such relationship between the
Commission, the Board of Works, and the Developer.
8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No
member, official, or employee of the Commission or the City may have any personal interest,
direct or indirect, in this Agreement, nor shall any such member, official, or employee participate
in any decision relating to this Agreement which affects his or her personal interests or the interests
of any corporation, partnership, or association in which he or she is, directly or indirectly,
interested. No member, official, or employee of the Commission or the City shall be personally
liable to the Developer, or any successor in interest, in the event of any default or breach by the
Commission or for any amount which may become due to the Developer, or its successors and
assigns, or on any obligations under the terms of this Agreement. No partner, member, employee,
or agent of the Developer or successors of them shall be personally liable to the Commission under
this Agreement.
8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the
Commission and the City from and against any third-party claims suffered by the Commission or
the City resulting from or incurred in connection with the Local Public Improvements or the
Project.
SECTION 9. MISCELLANEOUS.
9.1 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
of this Agreement shall continue in full force and effect unless amended or modified by mutual
consent of the parties.
9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any
right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power, or privilege preclude any other or further
9
exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence
be construed as a waiver of any such right, remedy, power, or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.
9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all
such other further instruments and documents as may be reasonably necessary to accomplish the
Project and the Local Public Improvements contemplated by this Agreement and to provide and
secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder.
Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated
by this Agreement may be required to be undertaken by persons, agencies, or entities that are not
a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals
(to the extent they have not yet been obtained and completed), and that any action by such third
parties shall require independent approval by the respective person, agency, entity, or governing
body thereof.
9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or
conditions of this Agreement or otherwise concerning a dispute under this Agreement will be
commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an
alternative method of dispute resolution. The Parties acknowledge that disputes arising under this
Agreement are likely to be complex and they desire to streamline and minimize the cost of
resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial
by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject
matter of this Agreement. This waiver applies to all claims against all parties to such actions and
proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties.
9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including
arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable
attorneys’ fees and other costs and expenses (including expert witness fees).
9.6 Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
(a)The Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The Developer agrees
to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause; and
(b)The Developer will state, in all solicitations or advertisements for
employees placed by or on behalf of the Developer, that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or national origin.
9.7 Counterparts. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute one and the
same instrument. Any electronically transmitted version of a manually executed original shall be
deemed a manually executed original.
10
9.8 Notices and Demands. Any notice, demand, or other communication required or
permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be
deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Party’s respective addresses
and representatives stated below.
Developer: Aunalytics, Inc.
460 Stull Street, Suite 100
South Bend, Indiana 46601
Attn: Rich Carlton, President
Data Realty Northern Indiana, LLC
460 Stull Street, Suite 100
South Bend, Indiana 46601
Attn: Rich Carlton, President
With a copy to: ______________________________
______________________________
______________________________
Attn: _________________________
Commission: South Bend Redevelopment Commission
1400S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Executive Director, South Bend Department
of Community Investment
With a copy to: South Bend Legal Department
1200S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
9.9 Governing Law. This Agreement is governed by and construed in accordance with
the laws of the State of Indiana.
9.10 Authority. Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
11
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties herein.
9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the
Developer and shall not run with the land. The Developer may not assign its rights or obligations
under this Agreement to any third party without obtaining the Commission’s prior written consent
to such assignment, which the Commission may give or withhold in its sole discretion. In the
event the Developer seeks the Commission’s consent to any such assignment, the Developer shall
provide to the Commission all relevant information concerning the identities of the persons or
entities proposed to be involved in and an explanation of the purposes for the proposed
assignment(s).
9.13 Further Assurances. The Parties agree that they will each undertake in good faith,
as permitted by law, any action and execute and deliver any document reasonably required to carry
out the intents and purposes of this Agreement.
9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into
this Agreement by reference.
9.15 Entire Agreement. No representation, promise, or inducement not included in this
Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except
by mutual agreement of the Parties set forth in a written instrument signed by the Parties’
authorized representatives.
9.16 Time. Time is of the essence of this Agreement.
Signature Page Follows
12
IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of
the Effective Date stated above.
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
______________________________, President
ATTEST:
______________________________
______________________________, Secretary
Aunalytics, Inc.
______________________________
Rich Carlton, President
Data Realty Northern Indiana, LLC
______________________________
Rich Carlton, President
13
EXHIBIT A
Description of Developer Property
Tax ID No. 018-8021-084914
Parcel Key No. 71-08-14-276-033.000-026
Legal Description: Lot 4A Ignition Park Major Sub Sec 1 13/14 NP#8283 11-30-12 12/13
NP#4074 06-15-11
Commonly known as: 1440 Ignition Drive, South Bend, Indiana 46601
14
EXHIBIT B
Project Plan
The Developer will complete the following work in accordance with the terms and
conditions of this Agreement and in compliance with all applicable laws and regulations:
The Developer will renovate its existing real property and construct space for the
establishment of a Graphics Processing Unit (“GPU”) server cloud to advance Artificial
Intelligence (“AI”) initiatives and will develop AI computing resources and services,
specifically:
•Purchase high-performance GPU servers;
•Develop necessary networking infrastructure;
•Acquire or develop necessary software and development tools;
•Construct a server farm facility for high-performance GPU servers; and
•Complete all necessary steps to create a cloud computing platform which will
provide computing resources for companies to train and deploy AI models at scale
and speed.
15
EXHIBIT C
Description of Local Public Improvements
The Commission will complete, or cause to be completed, the following work in
accordance with the terms and conditions of this Agreement and in compliance with all applicable
laws and regulations:
•Purchase technological equipment and materials for the Project; and
•Complete any other local public improvements eligible to be paid from tax
increment finance revenues as agreed upon between the Parties.
It is understood between the Parties that the Commission will contribute an amount not to
exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public
Improvements. The Developer shall have the sole responsibility to fund any and all costs
associated with Local Public Improvements which exceeds this amount. Any and all costs
associated with improvements not explicitly described above and not approved pursuant to
Section 4.10 (“Specifications for Local Public Improvements”) or that require funding
above the Funding Amount are the sole responsibility of the Developer.
16
EXHIBIT D
Form of Easement
17
GRANT OF TEMPORARY EASEMENT
THIS INDENTURE, made as of the _________ of ____________, 2024 (the “Effective
Date”), by and between Data Realty Northern Indiana, LLC, an Indiana Domestic Limited
Liability Company. with offices at 460 Stull Street, Suite 100, South Bend, Indiana 46601 (the
“Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South
Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson
Boulevard, South Bend, Indiana 46601 (the “Grantee”).
WITNESSETH:
For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt
of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee
a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real
property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and
delivery of certain improvements on the Property (the “Local Public Improvements”), together
with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain
Development Agreement by and between Grantor and Grantee, dated ____________, 2024 (the
“Development Agreement”). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Development Agreement.
The Easement granted herein shall pertain to the air, surface, and subsurface rights and
interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent
necessary to accomplish and carry out the construction, equipping, and delivery of the Local
Improvements on the Property. The Easement hereby granted includes the right and privilege for
Grantee at reasonable times to clean and remove from said Easement any debris or obstructions
interfering with said Easement.
The Easement granted herein, and its associated benefits and obligations, shall inure to the
benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the
Local Public Improvements.
Notwithstanding anything contained herein to the contrary, unless extended in writing by
Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter,
the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local
Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c)
such earlier date as Grantor and Grantee may agree to in writing.
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IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on
the date shown in the acknowledgment set forth below to be effective as of the Effective Date.
GRANTOR:
Data Realty Northern Indiana, LLC
Printed: Rich Carlton
Its: President
STATE OF _________________ )
) SS:
COUNTY OF _________________ )
Before me, the undersigned, a Notary Public in and for said State, personally appeared
_______________________, to me known to be the _____________ of the Grantor in the above
Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free
and voluntary act and deed.
WITNESS my hand and Notarial Seal this __________ day of _______________, 20____.
________________________________________________
___________________________________, Notary Public
Residing in _________________ County, _____________
My Commission Expires: _______________________
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless
required by law. /s/ Danielle Campbell Weiss
This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W.
Jefferson Boulevard, Suite 1200S, South Bend, IN 46601.
19
EXHIBIT 1
Description of Property
Tax ID No. 018-8021-084914
Parcel Key No. 71-08-14-276-033.000-026
Legal Description: Lot 4A Ignition Park Major Sub Sec 1 13/14 NP#8283 11-30-12 12/13
NP#4074 06-15-11
Commonly known as: 1440 Ignition Drive, South Bend, Indiana 46601
20
EXHIBIT E
Form of Report to Commission
City of South Bend
Department of Community Investment
Answer the below questions and return to the Department of Community Investment.
Project Information
Project Name: __________________________________________________________________
Address: _______________________________________________________________________
Construction Completed to Date:
Project Schedule Update:
Itemized Accounting of Private Investment to Date:
Number of Jobs Created:
Name: _______________________________________
Address: _______________________________________
_______________________________________
Position: _______________________________________
Email: _______________________________________
Signature: _______________________________________ Date: ___________________
Development Agreement Review
EXHIBIT F
Minimum Insurance Amounts
A.Worker’s Compensation
1.State Statutory
2.Applicable Federal Statutory
3.Employer’s Liability $100,000.00
B.Comprehensive General Liability
1.Bodily Injury
a.$5,000,000.00 Each Occurrence
b.$5,000,000.00 Annual Aggregate Products
and Completed Operation
2.Property Damage
a.$5,000,000.00 Each Occurrence
b.$5,000,000.00 Annual Aggregate
C.Comprehensive Automobile Liability
1.Bodily Injury
a.$500,000.00 Each Person
b.$500,000.00 Each Accident
2.Property Damage
a.$500,000.00 Each Occurrence
Redevelopment Commission Agenda Item
DATE: 05/06/2024
FROM: Joseph Molnar
SUBJECT: 2nd Amendment Real Estate Purchase Agreement
Lafayette Building
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST: 2nd Amendment Purchase Agreement for the Lafayette Building and 117/119
Lafayette for the purpose of restoration and redevelopment.
Specifics:
On September 28, 2023 the RDC and Lafayette OpCo LLC entered into a Purchase Agreement
for the Lafayette Building and adjacent parking lot. Since then, Lafayette OpCo has been doing
due diligence on the building including extensive architectural review, building conditions
reports, and environmental review. The due diligence period was extended during the 1st
Amendment to the Purchase Agreement on January 11th 2024.
Lafeyette OpCo has requested the due diligence period be extended an additional 90 days
which would continue the due diligence period through July 24, 2024 in order to finalize all
analysis of the building. other changes are being made to the original purchase agreement.
Staff requests approval of this Agreement.
INTERNAL USE ONLY: Project Code: _______________________________________________;
Total Amount new/change (inc/dec) in budget: _______________; Break down:
Costs: Engineering Amt: ______________________; Other Prof Serv Amt_________________;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________;
Building Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Y/N
Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
ITEM 6A3
DMS 42892473.1
SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
This Second Amendment to Real Estate Purchase Agreement (this “Amendment”) is made
and effective as of May 9, 2024 (“Effective Date”), by and between the City of South Bend,
Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend
Redevelopment Commission (“Seller”) and Lafayette OpCo LLC, an Indiana limited liability
company (“Buyer”) (each a “Party” and together the “Parties”).
RECITALS
A.Seller and Buyer are parties to that certain Real Estate Purchase Agreement dated
September 28, 2023, as amended by that certain First Amendment to Real Estate Purchase
Agreement, dated effective January 11, 2024 (the “Purchase Agreement”).
B.Seller and Buyer desire to further amend the Agreement on the terms hereinafter
provided.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Seller and Buyer do hereby promise, covenant and agree as follows:
1.Capitalized terms used in this Amendment but not otherwise defined herein shall
have the meanings assigned to such terms in the Purchase Agreement.
2.Seller and Buyer hereby agree to extend the Due Diligence Period by an additional
ninety (90) days. The term “Due Diligence Period” means the period commencing
on the Contract Date and continuing through July 24, 2024.
3.The Agreement shall continue in full force and effect, unmodified except to the
extent provided by this Amendment, and the Seller and Buyer hereby RATIFY and
AFFIRM the same.
[Signature Page Follows]
DMS 42892473.1
IN WITNESS WHEREOF, the Parties hereby execute this Amendment effective as of the
Effective Date
BUYER:
LAFAYETTE OPCO LLC
BY: LAFAYETTE PARENTCO LLC
ITS: MANAGER
By:
Rachel Brandenberger, Manager
Date:
SELLER:
SOUTH BEND REDEVELOPMENT COMMISSION
President
ATTEST:
Secretary
April 29, 2024
Redevelopment Commission Agenda Item
DATE: 5/9/2024
FROM: Leslie Biek, Assistant City Engineer
SUBJECT: Coal Line Trail Ph II Budget Request
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST:
Staff requests the approval of an additional $19,500 to be budgeted for the inspection of the Coal Line
Trail Ph II (between Riverside Drive and IN 933).
This requests will cover an increase in inspection services that occurred during the project for additional
work that was added. The amendment will be approved by the Board of Public
Works. .
INTERNAL USE ONLY: Project Code: __PN 115-064; PROJ 18___;
Total Amount new/change ( inc/dec) in budget: _$19,500____; Break down:
Costs: Engineering Amt: ________________; Other Prof Serv Amt___$19,500___;
Acquisition of Land/Bldg (circle one) Amt: ___________; Street Const Amt ________________; Building
Imp Amt_________; Sewers Amt_________; Other (specify) Amt: ________________
___________________________________________. Going to BPW for Contracting? Yes
Is this item ready to encumber now? _Y___ Existing PO#__14118________ Inc/Dec $__19,500_____
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
ITEM 6B1