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Home My WebLink About5076-24 Reconfirming Resolution Aunalytics, Inc. RESOLUTION No. 5076-24 Passed by the Common Council of the City of South Bend, Indiana April 22, 24 20 Attest: 141:' City Clerk Bianca L. Tirado Attest: 6VUlAcx IA/tr?I1.c rcL President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana Noil 20 24 Vaiwi./.(A) k City Clerk Bianca L. Tirado Approved and signed by me APr. I 0 20 Z . Mayor United States of America - FILED - -RECEIVED- MAY 16 2024 MAY 1 6 2024 AUDITOR _ • , ST.JOSEPH COUNTY ST. JOSEPH COUNTY • ASSESSOR Certificate STATE OF INDIANA, COUNTY OF ST. JOSEPH, ss: I, Bianca L. Tirado, Clerk of the City of South Bend, County of St. Joseph, Indiana, hereby certify that the attached and foregoing is a full, true, and correct copy of RESOLUTION NO. 5076-24 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA RECONFIRMING A FINAL DETERMINATION AND RECONFIRMING DECLARATORY RESOLUTION NO. 4174-12 CONCERNING A PROPERTY TAX EXEMPTION FOR CERTAIN ENTERPRISE INFORMATION TECHNOLOGY EQUIPMENT PURSUANT TO INDIANA CODE 6-1.1-10- 44 AT AN AREA WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 1440 IGNITION DRIVE, SOUTH BEND, INDIANA 46601 FOR AUNALYTICS, INC. ADOPTED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APRIL 22, 2024 PRESENTED TO APPROVED AND SIGNED BY MAYOR JAMES MUELLER, APRIL 30, 2024 ATTEST: SHARON L. MCBRIDE, PRESIDENT OF THE COMMON COUNCIL ATTEST: BIANCA L. TIRADO, CITY CLERK the original of which is now on file in the office of the Clerk of the City of South Bend, St. Joseph County, Indiana IN WITNESS WHEREOF, I have hereunto stet my hand and affixed official Seal the City of South Bend, St. Joseph County, Indiana, this l� day of 20 Bianca L. Tirado Clerk of the City of South Bend St. Joseph County, Indiana By: ` f ` 4A„„,,Qt Deputy BILL NO. 24-13 RESOLUTION NO. 5076-24 A RESOLUTION RECONFIRMING A FINAL DETERMINATION AND RECONFIRMING DECLARATORY RESOLUTION NO. 4174-12 CONCERNING A PROPERTY TAX EXEMPTION FOR CERTAIN ENTERPRISE INFORMATION TECHNOLOGY EQUIPMENT PURSUANT TO INDIANA CODE 6-1.1-10-44 AT AN AREA WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 1440 Ignition Drive, South Bend, Indiana 46601 FOR Aunalytics, Inc. WHEREAS, Indiana Code 6-1.1-10-44 was established by Public Law 163-2009 and was amended by Public Law 173-2011,Public Law 158-2012,and Public Law 256-2019,respectively; and WHEREAS, Indiana Code 6-1.1-10-44, as amended (the "Act"), authorizes the Common Council (the "Common Council") of the City of South Bend, Indiana (the "City"), to make a determination that certain qualified personal property owned by an eligible business is exempt from property taxation to the extent such property is located in the City; and WHEREAS. the Common Council, pursuant to Resolution No. 4174-12 adopted by the Common Council on April 23, 2012 (the "Declaratory Resolution"), provisionally declared, subject to the completion of the proceedings set forth in the Act at the time and Section III of the Declaratory Resolution, that (1) Data Realty Northern Indiana, LLC ("Data Realty Northern Indiana"), constituted an eligible business under the Act at the time and the Declaratory Resolution; (2) certain personal property of Data Realty Northern Indiana constituted qualified property under the Act at the time and the Declaratory Resolution; and (3) the qualified property was exempt from property taxation for an unlimited term provided that Data Realty Northern Indiana continues to qualify for the exemption thereunder and under the Act at the time; and WHEREAS, the Common Council adopted Resolution No. 4278-13 (the "Confirming Resolution")on September 9, 2013, confirming its findings in the Declaratory Resolution that the qualified property of Data Realty Northern Indiana is and shall be exempt from property taxation for an unlimited term provided the company continues to qualify for the exemption under the Act at the time; and WHEREAS, the Common Council, pursuant to the Confirming Resolution, further confirmed the final determination that Data Realty Northern Indiana is an eligible business meeting the requirements of the Act at the time; and WHEREAS, the Common Council,pursuant to the Confirming Resolution, also approved of the form of Letter Agreement with Data Realty Northern Indiana, which was attached to the Declaratory Resolution; and WHEREAS, the Act has since been amended such that "qualified property" now means certain "enterprise information technology equipment purchased after June 30, 2012, and any additions to or replacements to such property"; and WHEREAS, Aunalytics, Inc. (the "Company"), is a Delaware For-Profit Corporation authorized to conduct business in Indiana,with offices at 460 Stull Street, Suite 100, South Bend, Indiana 46601; and WHEREAS, Data Realty Northern Indiana is a wholly owned subsidiary of the Company; and WHEREAS, an "Eligible Business" as used herein and defined in the Act means an entity that meet each of the following requirements: (1) The entity is engaged in a business that operates or leases qualified property for use in one or more facilities or data centers dedicated to computing,networking,or data storage activities; (2) The entity's qualified property is located at a facility or data center in Indiana; (3) The entity, the lessor of qualified property (if the entity is a lessee), and all lessees of qualified property invest in the aggregate at least twenty-five million dollars ($25,000,000)in real and personal property at the facility or data center after June 30,2012; and (4) The average wage of employees who are located in the municipality and engaged in the operation of the facility or data center is at least one hundred twenty-five percent (125%) of the county average wage for the county in which the facility or data center operates; and WHEREAS, the Company has presented to this Common Council a Letter Agreement, a form of which is attached hereto as Exhibit A and the terms of which are incorporated herein(the "Agreement"); and WHEREAS, the Company has certified in the Agreement that it qualifies as an Eligible Business; and WHEREAS, the Company plans to purchase new enterprise information technology equipment; and WHEREAS,the Company has included as part of Exhibit A in the Letter Agreement a list of new enterprise information technology equipment (the "Qualified Property") and has certified in the Agreement that the Qualified Property meets the requirements as established by the Act;and WHEREAS, the Project and the additional personal and real property improvements to be made by Company will benefit the welfare of citizens and taxpayers of the City. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby finds, based up on the information provided by the Company in the Agreement,that the Company is,and its subsidiary Data Realty Northern Indiana has been, an Eligible Business as defined by the Act. SECTION II. The Common Council hereby reconfirms Resolution No. 4174-12 and Resolution No.4278-13 and finds the Qualified Property is and shall be exempt from property taxation for an unlimited term,provided that the Company continues to qualify for the exemption under the Act. SECTION III. The Common Council hereby approves of the form of Letter Agreement attached hereto as Exhibit A and authorizes the Mayor and Clerk to execute and attest, respectively, the form of Letter Agreement attached hereto as Exhibit A. SECTION IV. The Common Council further confirms that the final determination and property tax exemption confirmation for certain enterprise technology equipment is based on the Company's representations that: (1) It is engaged in a business in the City of South Bend at 1440 Ignition Drive that operates a facility dedicated to computing, networking, or data storage activities; (2) It is and will continue to be located at the Ignition Drive location; (3) Upon the completion of the proposed project,the Company will have invested in the aggregate at least twenty-five million dollars ($25,000,000) in real and personal property at the Ignition Drive location; and (4) The average wage of employees of the Company's Ignition Drive location is at least one hundred twenty-five percent(125%)of the average wage for St.Joseph County. SECTION V. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. ' ''/k/ Otiti.C\'1 1(\A ')AdA- Sha McBride, Council P esident South Bend Common Council Attest: Sia )< 1%4 ) Bianca Tirado, City Clerk Office of the City Clerk Presented by me, the undersigns Jerk of the Cit of South Bend, to the Mayor of the City of South Bend, Indiana, on the d J day of iii,a , 2024, at srf., o'clock Cl .m. Bianca Tirado, C t lerk Office of the City Clerk `Approved and signed by me on the 3 0r �• �day of fir ,2024,at o'clock f.m. PIA\.......---- J es Mueller, Mayor City of South Bend Exhibit A [Letter Agreement For New Qualified Property Under Indiana Code 6-1.1-10-44] LETTER AGREEMENT Tax Exemption for New Qualified Property Under Indiana Code 6-1.1-10-44 April 16,2024 Common Council of the City of South Bend, Indiana County-City Building, 4`h Floor South Bend, Indiana 46601 Dear Honorable Council Members, Aunalytics, Inc. and its wholly owned subsidiaries (the "Company") requests that the Common Council(the"Common Council")of the City of South Bend,Indiana(the"City"),take such action as is necessary and required pursuant to Indiana Code 6-1.1-10-44, as amended (the "Act"), to determine that certain new enterprise information technology equipment of the Company is exempt from property taxation pursuant to the Act. On April 23,2012,the Common Council adopted Resolution No.4174-12,a declaratory resolution which provided a tax exemption for an unlimited term pursuant to the Act for certain equipment for Data Realty Northern Indiana, LLC. A confirming resolution (Resolution No. 4278-13) was adopted by the Common Council on September 9, 2013. Data Realty Northern Indiana, LLC, evolved into what is today the Company and formally became a subsidiary in 2019. The Act provides that "any additions to or replacements to" enterprise information technology equipment that qualified for an exemption would also be defined as"qualified property"under the Act, and the exemption would apply to such property. The Company is planning a significant capital investment in personal and real property at its facility at 1440 Ignition Drive in South Bend (the"Project").The Company anticipates spending about$30 million to procure personal property for the Project including high-performance Graphics Processing Unit("GPU")servers to advance Artificial Intelligence ("Al") initiatives and expand advanced AI computing resources and services. The planned investment includes the renovation of existing real property to construct space for the establishment of a GPU server cloud. A list of the personal property the Company plans to purchase that meets the definition of "qualified property" under the Act is attached hereto as Exhibit 1 (the"Qualified Property"). The equipment is in addition to and replacing existing exempt personal property, and thus the 2012- 2013 exemption would apply to these new purchases.As such,the Company requests the Common Council to confirm that the exemption provided by Resolution No. 4174-12 and confirmed by Resolution No.4278-13 should be applied to the new Qualified Property. The undersigned,for and on behalf of the Company,hereby asserts and certifies that the Company continues to be an"eligible business"as defined by the Act ("Eligible Business"): • The Company operates a business in the City of South Bend at 1440 Ignition Drive that is dedicated to computing, networking, or data storage activities; • The Qualified Property is and will be located at the Ignition Drive location; • Upon completion of the Project,the Company will have invested more than$30 million in the aggregate in real and personal property at the Ignition Drive location after June 30, 2012; and • The average wage of Company employees located in the City and engaged in the operation of the Ignition Drive location is $42.03 per hour, which exceeds one hundred twenty-five percent(125%)of the average wage for St. Joseph County. The undersigned,for and on behalf of the Company,further asserts and certifies that the enterprise information technology equipment listed in Exhibit 1 is Qualified Property as defined by the Act: • The equipment does not constitute computer hardware designed for single user, workstation, or departmental level use; • The equipment will be purchased after June 30, 2012;and • The equipment constitutes: o Hardware supporting computing, networking, or data storage functions, including servers and routers; o Networking systems having an industry designation as equipment within the "enterprise" or "data center" class of networking systems that support the computing,networking, or data storage functions; or o Generators and other equipment used to ensure an uninterrupted power supply to equipment described above. The Company acknowledges and agrees that,to the extent that it no longer qualifies as an Eligible Business as defined herein and under the Act or to the extent that the enterprise information technology equipment for which the Company desires the tax exemption no longer qualifies as Qualified Property as defined herein or in the Act, said enterprise information technology equipment will no longer be subject to the tax exemption. Based on the approximately $30 million in total costs on personal property throughout the life of the Project,the estimated personal property tax savings to the Company related to this exemption is$2 million to$3 million. [Signature Page Follows] 2 Aunalytics, Inc. (the"Company") By: �- � Richard F. Carlton Printed Name: Its: President City Acknowledgement The undersigned, acting for an on behalf of the City, enters into and acknowledges the terms of the forgoing Letter Agreement. The Common Council, having adopted Resolution No. 4174-12, a declaratory resolution, on April 23, 2012, and Resolution No. 4278-13, a confirming resolution, on September 9,2013,which together provided a tax exemption for an unlimited term pursuant to the Act for certain equipment,has completed the actions necessary under the Act by the City to grant a property tax exemption for the Qualified Property of the Company for an unlimited term so long as the Company meets the requirements of this Agreement and the Act. City of South Bend, Indiana(the "City") Approved and signed by me on the II� day ofAt �•11 , 2024, at Ss o'clock V .m. Jam Mueller Ma or Attest: filitACW:* ) - j,140310 Bianca Tirado, City Clerk Exhibit 1 Qualified Property Listing The Company anticipates it will purchase and locate at 1440 Ignition Drive in South Bend, Indiana, Qualified Property, listed below,pursuant to the Act in an amount expected to exceed Thirty Million Dollars($30,000,000.00).As of the time of this Agreement,the equipment has not been bid. Property Description Estimated Amount Graphics Processing Units (GPU's) Servers $16,000,000 Storage Solutions $3,800,000 Software Licensing/Development $9,500,000 Networking Infrastructure $1,300,000 Data Center Infrastructure (racks, cooling, power, etc.) $5,800,000 Total $36,400,000 As part of the first phase of the Project,the Company has identified the specifications of certain servers and networking equipment. The below equipment is included for illustrative purposes as examples of the Qualified Property that will be procured and deployed: Qty Type Manufacturer Model Product CPU Storage Network Total CPU Description Count Memory 4 Server Supermicro SYS- GPU: 8 24TB 100Gb x ITB Intel 421GE- NVIDIA 2 6548Y+ TNRT Ada L40S 48GB 5 I Server Supermicro SYS- GPU: 8 64TB 100Gb x 2TB Intel 821GE- NVIDIA 2 8570 TNHR H100 80GB Qty Type Manufacturer Model Product Description 2 Switch Cisco N9K- Nexus 9300 C93180YCFX3- 48p1/10/25G6p40/100GMACsecSyncE RF 2 Switch Cisco CON-L1NCD- CX LEVEL 1 8X7NCD Nexus 9300 Support N9KC93x3 48p 1/10/25G, 6p 40/100G, MACse 4 Switch Power Cisco CAB-9K12A-NA Power Cord, 125VAC 13A NEMA 5-15 Cord Plug,North America 4 Qty Type Manufacturer Model Product Description 2 Switch Cisco Cl-SUBS- OPT OUT FOR "Default" DCN Subscription OPTOUT Subscription Selection 1 Blade Chassis Cisco UCSB-5108- UCS 5108 Blade Server AC2 Chassis/0 AC2= PSU/8 fans/0 FEX 1 Chassis Cisco CON-L14OS- CX LEVEL 1 24X7X4OS UCS 5108 Support 6508AC2 Blade Server AC2 Chassis, 0 PSU 4 Chassis Power Cisco UCSB-PSU- 2500W Platinum AC Hot Plug PSUDV 2500ACDV (Not EU/UK Lot 9 Compliant) 4 Chassis Power Cisco CAB-C 19-CBN Cabinet Jumper Power Cord, 250 VAC 16A, C20-C 19 Connectors 1 Chassis Cisco N20-FW018 UCS 5108 Blade Chassis FW Package Firmware 4.2 1 Chassis Cisco UCSB-5108- UCS 5108 Packaging for chassis with Packaging PKG-HW half width blades. 1 Chassis Power Cisco NO 1-UAC 1 Single phase AC power module for UCS 5108 1 Chassis Cisco N20-CAK Accessory kit for UCS 5108 Blade Accessory Kit Server Chassis 8 Chassis Blade Cisco N20-CBLKB 1 Blade slot blanking panel for UCS Blanks 5108/single slot 8 Chassis Fans Cisco N20-FAN5 Fan module for UCS 5108 2 Chassis IOMs Cisco UCS-IOM- UCS 2304V2 I/O Module(4 External, 2304V2 8 Internal 40Gb Ports) 1 Blade Cisco UCS-M6-MLB UCS M6 RACK, BLADE MLB 4 Blade Server Cisco UCSB-B200-M6- UCS B200 M6 Blade w/o CPU,mem, U HDD,mezz(UPG) 4 Blade Support Cisco CON-L1NCO- CX LEVEL 1 8X7XNCDOSUCS UCSB2M6U B200 M6 Blade wo CPU mem HDD mez 4 Blade RAID Cisco UCSB- Cisco M6 FlexStorage 12G SAS RAID Card RAID 12G-M6 Controller 4 Blade LOM Cisco UCSB-MLOM- Cisco UCS VIC 1440 modular LOM 40G-04 for Blade Servers 4 Blade Security Cisco UCSX-TPM- TPM 2.0,TCG, FIPS140-2, CC 002C EAL4+ Certified, for M6 servers 4 Blade Cisco N20-FW018 UCS 5108 Blade Chassis FW Package Firmware 4.2 80 Blade DIMM Cisco UCS-DIMM- UCS DIMM Blanks Blanks BLK 4 Blade Heatsink Cisco UCSB-HS-M6-F CPU Heat Sink for UCS B-Series M6 CPU socket(Front) 4 Blade Heatsink Cisco UCSB-HS-M6-R CPU Heat Sink for UCS B-Series M6 CPU socket(Rear) 8 Blade Cisco UCS-CPU-I8358 Intel 8358 2.6GHz/250W 32C/48MB Processor DDR4 3200MHz 5 Qty Type Manufacturer Model Product Description 48 Blade Memory Cisco UCS-MR- 64GB RDIMM DRx4 3200 (16Gb) X64G2RW 8 Blade Hard Cisco UCS- 120 GB 2.5 inch Enterprise Value 6G Drive SD 120GM6-EV SATA SSD 4 Blade FlexPod Cisco UCS-SID-INFR- Converged-FlexPod CFP 4 Blade Use Cisco UCS-SID-WKL- Other Workload OW 1 Blade Cisco DC-MGT- lntersight Opt Out Software Opt- OPTOUT Out 1 Blade Cisco OPTOUT-USE- Customer using alternate systems mgt. UCSM tool: UCSM 1 Header NetApp AFF-A400 AFF-A400, HEADER LINE Description 2 NetApp NetApp AFF-A400A-003 AFF-A400 HA System,Ethernet Controllers Bundle 4 Connectivity NetApp X1148A-N-C NIC 2-Pt BareCage 100GbE RoCE QSFP28 PCIe,-C 2 Connectivity NetApp X 1151 A-N-C NIC,100GbE, PCIe gen3 x 16, Smart IO,-C 2 Connectivity NetApp X1161A-C MEZZANINE,4-Pt,25G,CX5,-C 2 Data at Rest NetApp DATA-AT-REST- Data at Rest Encryption Capable Encryption ENCRYPTION Operating Sys 1 Rail Kit NetApp X-02659-00-N-C Rail Kit,4-Post,Rnd/Sq-Hole,Adj,24- 32,-C 1 Rail Kit NetApp X5532A-N-C Rai1,4-Post,Thin,Rnd/Sq- Hole,Sm,Adj,24-32,-C 8 SFPs NetApp X6589-N-C SFP+Optical 10Gb Shortwave,-C 8 QSFPs NetApp X65405-N-C QSFP28,100GbE,SR,-C 1 Physical NetApp X3166A-C Chassis,AFF-A400,FAS8300/8700,-C Chassis 1 Documentation NetApp DOC-AFF-A400- Documents,AFF-A400;C C 1 NVMe Disk NetApp NS224-B-0-24-C NVMe SHLF2U24EmptyNo PSU-C Shelf 6 Jumper Cord NetApp X800-42U-R6-C Jumper Crd,In-Cab,C 13-C 14,-C 8 Network NetApp X66200-5-N-C Cable,Cntlr-Switch Cabling 0M4,MPO/MPO,5m,-C 2 Network NetApp X66211A-05-N- Cable,100GbE,QSFP28- Cabling C QSFP28,Cu,0.5m,-C 4 Network NetApp X66211B-1-N-C Cable,100GbE,QSFP28- Cabling QSFP28,Cu,lm,-C 8 Network NetApp X66250-5-N-C Cable,LC-LC,OM4,5m,-C Cabling 6 Qty Type Manufacturer Model Product Description 2 Network NetApp X66240A-05-N- Cable,25GbE,SFP28-SFP28,Cu,0.5m,- Cabling C C 2 Power Supply NetApp X97602A-C Power Supply,1600W,Titanium,-C 4 Power Supply NetApp X737A-C Power Supply,1600W,-C 8 Hard Drives NetApp X4013A-2-N-C Drive Pack 2X7.6TB,NVMe,SED,-C 1,216 ONTAP NetApp SW-ONTAPO- SW,ONTAP One Package,Per- Software NVME-A03-C 0.1 TB,NVME,A03,-C 1 4hr Support NetApp CS-4HR- 4hr Parts Delivery and Replacement REPLACEMENT 1 Software NetApp CS-GI-SE- SupportEdge Advisor Intellegience ADVISOR 1 ONTAP NetApp SW SMIRROR- SW-SMIRROR-CLD-ONTAP-ONE Software CLD-ONTAP- Feature ONE 1 ONTAP NetApp SW-S3-SM- SW-S3-SM-ONTAP-ONE Software ONTAP-ONE Feature 1 Header NetApp AFF-A250 HEADER LINE Description 2 NetApp NetApp AFF-A250A-001 AFF A250 HA System Controllers 1 Description NetApp AFF-A250-200-C AFF A250NVMeZero DriveNo PSU-C 2 Power Supply NetApp X737A-C Power Supply,1600W,-C 7 Hard Drives NetApp X4011A-2-N-C Drive Pack 2X3.8TB,NVMe,SED,-C 4 QSFPs NetApp X65405-N-C QSFP28,100GbE,SR,-C 4 Network NetApp X66200-5-N-C Cable,Cntlr-Switch Cabling 0M4,MPO/MPO,5m,-C 2 Network NetApp X66240A-05-N- Cable,25GbE,SFP28-SFP28,Cu,0.5m,- Cabling C C 1 Rail Kit NetApp X5532A-N-C Rai1,4-Post,Thin,Rnd/Sq- Hole,Sm,Adj,24-32,-C 1 Documentation NetApp DOC-AFF-A250- Documents,AFF-A250;C C 2 Jumper Cord NetApp X800-42U-R6-C Jumper Crd,In-Cab,C 13-C 14,-C 532 ONTAP NetApp SW ONTAPO- SW,ONTAP One Package,Per- Software NVME-A01-C 0.1TB,NVMe,A01,-C 2 Network Card NetApp X1153-N-C MEZZANINE 2-Port 100GbE,-C 2 Data at Rest NetApp DATA-AT-REST- Data at Rest Encryption Capable Encryption ENCRYPTION Operating Sys 1 4hr Support NetApp CS-4HR- 4hr Parts Delivery and Replacement REPLACEMENT 1 Software NetApp CS-G1-SE- SupportEdge Advisor Intellegience ADVISOR 7 Qty Type Manufacturer Model Product Description 1 ONTAP NetApp SW-SMIRROR- SW-SMIRROR-CLD-ONTAP-ONE Software CLD-ONTAP- Feature ONE 1 ONTAP NetApp SW-S3-SM- SW S3-SM-ONTAP-ONE Software ONTAP-ONE Feature 8