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HomeMy WebLinkAboutRDC Packet 7.25.2024 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, July 25, 2024 – 9:30 a.m. https://tinyurl.com/RedevelopmentCommission or BPW Conference Room 13th Floor 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting pf 5.9.2024 B. Minutes of the Regular Meeting of 5.23.2024 C. Minutes of the Regular Meeting of 7.11.2024 3. Approval of Claims A. Claims Allowance 7.11.2024 4. Old Business A. None 5. New Business A. South Side Development Area 1. Resolution No. 3604 (466 Works) B. River West Development Area 1. Resolution No. 3605 (Affordable HomeMatters Indiana LLC/Intend Indiana) 2. First Amendment to Donation Agreement (YMCA Northside Site) 3. First Amendment to Lease Agreement (YMCA Leighton) 4. Purchase Agreement (SCI South Bend LLC/Allen Edwin) 5. Third Amendment to Purchase Agreement (Lafayette Building) 6. Purchase Agreement (Union Station Properties Holding/Union Station) 7. Purchase Agreement (Union Station Properties Holding/Claeys) 8. Development Agreement (Studebaker Admin QOZB) C. River East Development Area 1. Budget Request (Leeper Street Bridge) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting: Thursday, August 8, 2024, 9:30 am South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION SCHEDULED REGULAR MEETING May 9, 2024 – 9:30 am https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor Presiding: Troy Warner, President The meeting was called to order at 9:30 a.m. 1. ROLL CALL Members Present: Troy Warner, President – IP Dave Relos, Vice President – IP Marcia Jones, Commissioner – IP Eli Wax, Commissioner – IP Vivian Sallie, Secretary – IP Leslie Wesley, Commissioner – V IP = In Person V = Virtual Members Absent: None Legal Counsel: Danielle Campbell Weiss, Senior Assistant City Attorney Redevelopment Staff: Caleb Bauer, Executive Director Sarah Schaefer, Deputy Director Joseph Molnar, Property Manager Others Present: Alyssa Alstott Charlotte Brach Kara Boyles Jennifer Huddleston Leslie Biek Sue Smith Linda Martin DCI DPW DPW DCI DPW 2. Election of Officers President Jones expressed she did not wish to serve in the role of President any longer, but instead would like to serve as a regular Commissioner. President Jones asked for motions to change the officers for the Commission. South Bend Redevelopment Commission Regular Meeting – May 9, 2024 Secretary Sallie expressed interest in continuing to serve as Secretary. Secretary Sallie nominated Vice-President Troy Warner to serve as president. President Jones seconded the motion. Motion passed unanimously. President Troy Warner nominated Commissioner Dave Relos to serve as Vice President. Dave Relos seconded the motion. Motion passed unanimously. 3. Approval of Minutes A. Minutes of the Regular Meeting of Thursday, April 25, 2024 President Warner moved to table the minutes of April 25, 2024, because they were not prepared in time to be included in the meeting packet. Upon a motion by President Warner, seconded by all commissioners, the motion carried unanimously to table the minutes of the regular meeting of Thursday, April 25, 2024. 4. Approval of Claims A. Claims Allowance 04.30.24 Upon a motion by Commissioner Wax, seconded by President Warner, the motion carried unanimously for approval of the claims allowance of April 30, 2024. 5. Old Business A. Receipt of Bids: 525 S. Taylor Street, South Bend, IN 46601 Joseph Molnar, Property Manager reported there was quite a bit of interest in the Claeys building, and he took a couple of groups on tours. This morning right before the deadline, at 8:55am, 1 bid was received. Mr. Molnar read the name into the record as well as the bid price. The bidder is Stoic Beverage Company LLC who would like to utilize the former Clay’s Candy Factory for a distilled spirits plant, including production of vodka, rum, gin, whiskey and a variety of ready to drink cocktails. The minimum bid was $382,000 and that was the bid submitted by the entity. Staff requested to review the bid and come back with a recommendation at the next meeting. President Warner made a motion for staff to review the bid and provide a recommendation at the next meeting. Commissioner Wax seconded, and the motion was carried unanimously to review the bid at the next meeting. South Bend Redevelopment Commission Regular Meeting – May 9, 2024 6. New Business A. River West Development Area 1. Agency Agreement Regarding Park Board for Garage Management Joe Molnar, Property Manager, presented the Agency Agreement with Park Board Garage Managaement, this item is in relation to part of the larger Beacon-GLC- RDC Agreements. The agreements were approved in March and involved RDC taking ownership of the Leighton Garage, which had been under the Board of Public Works ownership, so the Commission could then lease the space to Beacon and then eventually, the YMCA. Those Agreements also involved RDC acquiring the garage at Main and Wayne St. Mr. Molnar stated that all of the City’s other parking garages are either owned by the Board of Public Works, or in one case, Transpo. Authority was given to the Parks Board to manage those garages, who then negotiated the contract with LAZ, who in turn manages the garages. Mr. Molnar explained all this agreement does is mirror the agreement that BPW has with the Parks Board and will allow the Parks Board to negotiate on behalf of RDC so that they can negotiate one contract for all City-owned garages, presumably with LAZ. Mr. Molar noted the Parks Board would have to approve this as well, and that this agreement would not allow the Parks Board to manage any retail space that would be included. President Warner asked whether there would be any changes in two-hour free parking. Mr. Molnar answered such a change would have to go through Council. This agreement would just be for the management of the actual garage. President Warner asked whether the agreement regarding use of the garage which Beacon had in place will also be the same with the YMCA as future tenants. Caleb Bauer, Executive Director of DCI answered that there is a condition to allow for parking for YMCA employees in that garage as part of the original ground lease with Beacon. Beacon had the ability to reserve other spaces for fitness center users at an agreed-upon price. That’s not part of the YMCA lease as it currently stands but there are ongoing discussions regarding this. Commissioner Jones asked whether the garage would take the old cards or if new cards will be necessary. Mr. Bauer answered the Beacon Health and Fitness cards would not work going forward once Beacon vacates. Mr. Molnar added that this agreement does not preclude the Commission from making agreements with the Y as to the Y’s use of the garage. This agreement just South Bend Redevelopment Commission Regular Meeting – May 9, 2024 speaks to the actual management, such as making sure the lights are on, if there’s a light broken who gets the lightbulb fixed, etc. Vice President Relos asked what department will take on cost for these garages. Mr. Bauer responded that’s a conversation currently happening internally. Mr. Molnar added that the current LAZ agreement with the Parks Board includes cost sharing, so they would get some of the revenue from the individuals who pay. President Warner made a motion to approve the Agency Agreement Regarding Park Board for Garage Management. Commissioner Jones seconded the motion, and the motion was carried unanimously. 2. Development Agreement (Aunalytics) Mr. Bauer presented the Development Agreement with Aunalytics and explained representatives from the company were present to give a short presentation as well. Mr. Bauer explained that Aunalytics was the first tenant in Ignition Park. They are located off Ignition Drive and have office spaces in Catalyst One. This agreement would help to assist in the expansion of Aunalytics’ data infrastructure as they make the shift to providing data services that incorporate artificial intelligence. The development agreement is for phase 1 of this expansion. Overall, it’s a total project of $30-$36 million. Phase 1, which is a ten-million-dollar phase would involve the acquisition of a graphics processing unit which is part of the server farm that would be part of the expansion. It would create 25 new jobs as part of phase 1 and Aunalytics, as part of the development agreement, is offering to provide discounted AI services for businesses in South Bend and the surrounding areas, so regional employers will have an opportunity to take advantage of the AI services. Mr. Bauer further explained that the development agreement is specifically focused on Phase I, a $10 million project. It would provide $1.5 million in Redevelopment Commission funding to purchase equipment and materials. Those would have to be procured through the public procurement process. The private investment commitment would be $8.5 million with 25 new full-time jobs and a discounted regional resources rate. Mr. Bauer then introduced the representative present from Aunalytics, Rich Carlton. Mr. Carlton explained Aunalytics’ goals in providing technology infrastructure locally. He explained the company has historically focused on managing, storing, and protecting data, but began focusing on the future with new technological advancements, particularly Artificial Intelligence, or AI. Mr. Carlton noted that when Aunalytics came before the Commission over ten years ago, the hope was to create 15 technology jobs as part of a redevelopment agreement. Today, they are at 240 employees, 135 of which are based in South Bend. The average wage of Aunalytics employees is above 150% of the County average wage. Mr. Carlton shared that Aunalytics also now has over 400 customers. He further explained that one of the goals of this project is to advance the infrastructure, which will not only add competitiveness to our region, but it also South Bend Redevelopment Commission Regular Meeting – May 9, 2024 will add jobs for Aunalytics and the other employers in the region as well. Mr. Carlton also shared that the larger $30 million project will be to continue to build within their current building. He noted Aunalytics bought all the land next door to it as well for future development. Mr. Bauer shared that this project already came before the Common Council to reconfirm the personal property tax exemption, which is a unique tool the State put in place that allows a longer term standard personal property tax exemption. President Warner made a motion to approve the Development Agreement with Aunalytics. Secretary Sallie seconded the motion, and the motion passed unanimously. 3. Second Amendment (Lafayette Building) Mr. Molnar reminded the Commissioners of the Real Estate Purchase Agreement approved in 2023 for the Lafayette Building. Mr. Molnar stated that since then, the organization that entered into that agreement, Lafayette Opco, has been working towards designing the redevelopment project as an apartment building with ground floor retail. Mr. Molnar explained this work has led to a lot of testing of the building, which is almost 130 years old at this point. Having apartments would be much heavier than the original office use, so the developers are continuing to do their due diligence on structural aspects of the building. Mr. Molnar explained that this Second Amendment simply extends the due diligence period to July 24, 2024. Mr. Molnar note that this work of determining the weight that the building can hold would have needed to have been done no matter who ended up with the building, so staff believes it’s valuable to get these assessments done and ensure that they are done right. Mr. Molnar stated there are no other changes that would be made to the original items in the purchase agreement. Vice President Relos asked whether there have there been any environmental or structural engineering reports done on the building. Mr. Molnar answered yes, there were slight environmental concerns, but staff believe they are manageable. Mr. Molnar explained, right now, it’s just a question of whether the structure can hold the load that they want to put on it, especially the lateral forces that will happen when you add that much weight, especially to the top two floors. So, they’re working with local architects or firms to determine it. Councilman Wax asked whether all the other deadlines are tied to due diligence. Mr. Molnar answered yes and explained that after due diligence, they would proceed to closing, then the closing date would dictate other deadlines for completion. Secretary Sallie pointed out a typo in the memo for this agenda item, specifically, a period in where it says “other changes” to the original purchase agreement. She also stated she has an affinity for this building because of its historic association South Bend Redevelopment Commission Regular Meeting – May 9, 2024 with the City, and expressed she is hoping by this time next year the developers are able to be up and running with the project. Secretary Sallie made a motion to approve the Second Amendment. Commissioner Wax seconded, and the motion passed unanimously. B. River East Development Area 1. Budget Request (Coal Line Trail Phase II) Leslie Biek, Assistant City Engineer, explained they are working to finalize Coal Line Trail Phase II. Construction has been completed and they are working on final items. Ms. Biek explained this request is for a budget increase tied to the inspection of the trail portion to evaluate additional services that were added to the project, specifically a guard rail in need of repair. She noted they are excited to have this project closed out. Commissioner Wax made a motion to approve the budget request. Vice President Relos seconded, and the motion passed unanimously. 7. Progress Reports A. Tax Abatement Mr. Bauer reported that, as mentioned during the Aunalytics item, there was a reconfirming resolution for the personal property tax exemption for Aunalytics for their project. This was approved by Council at the last meeting, and now coming up at the next meeting is a single-family residential tax abatement for Cross Community as they work to build two more houses for two additional properties in the near northwest neighborhood. B. Common Council Nothing to report. C. Other Nothing to report. 8. Next Commission Meeting: Thursday, May 23, 2024 9. Adjournment Thursday, May 9, 2024, at 10:17am. Vivian G. Sallie, Secretary Troy Warner, President South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION SCHEDULED REGULAR MEETING May 23, 2024 – 9:30 am https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor Presiding: Troy Warner, President The meeting was called to order at 9:30 a.m. 1. ROLL CALL Members Present: Troy Warner, President – IP David Relos, Vice-President - IP Vivian Sallie, Secretary – IP Eli Wax, Commissioner - IP Marica Jones, Commissioner – IP IP = In Person V = Virtual A = Absent Members Absent: Leslie Wesley, Commissioner Legal Counsel: Danielle Campbell, Asst. City Attorney Redevelopment Staff: Joseph Molnar, Property Manager Sarah Schaefer, Deputy Director, DCI Elizabeth Mayorga, Board Secretary Backup Others Present: Tim Corcoran Zach Hurst Gemma Stanton Charlotte Brach Jennifer Huddleston Alyssa Alstott Elizabeth Maradik Matt Barrett DCI Engineering Engineering Engineering Neighborhoods Neighborhoods Neighborhoods Resident 2. Approval of Claims A. Claims Allowance May 7, 2024 South Bend Redevelopment Commission Regular Meeting – May 23, 2024 B. Claims Allowance May 14, 2024 Upon a motion by Secretary Sallie to approve jointly 2A and 2B, seconded by Commissioner Jones, the motion carried unanimously via voice vote, the Commission approved the claims allowances of May 7, 2024, and May 14, 2024. 3. Old Business A. Opening Bids (Claeys Candy) Joseph Molnar, Property Manager Department of Community Investment, presented item 3A to the commission. We received one bid from Stoic Distillery Company for the minimum bid of $382,000. It was not a complete bid, however. After review from staff, it did not include some of the required items that were laid out in the disposition packet, including an incomplete narrative description, no site plan, and the affidavit of non- collusion was not complete. Staff recommended rejecting the bid as being incomplete and not meeting standards. We would like to continue working with Stoic. One other reason we would not want to accept the bid is that this time there would be no ability to put any restrictions on the sale of the building. We want to make sure that if the building is sold and the obligations are not met, there is potential recourse for the Commission. Upon a motion by Vice President Relos to reject the bid by Stoic, seconded by Commissioner Wax, the motion carried unanimously via voice vote; the Commission rejected the bid for Claeys Candy 4. New Business B. River West Development Area 1. Resolution No. 3601 (Disposition Offering Price River Glen) Joseph Molnar presented his role as the property development manager. Office on the 14th floor of the County City Building. For discussion is the beginning of the disposition process for the former River Glen Office Park, which is made up of the five parcels that you see here just to the South and East of downtown, along the river. It includes about 5.25 acres. The RDC officially closed on the parcel in early May of this year for $3.25 million, which was the purchase price. The staff and the RDC desire a quick turnaround, with the intent to not own the property for long. So, the first part of that process is, per state law, to open it up through the disposition process with bids due June 20th. The average of the two appraisals was $3,690,000. Upon a motion by Commissioner Jones to adopt Resolution No. 3601, seconded by Secretary Sallie, the motion carried unanimously via voice vote; the Commission approved River West Development Area – Item A1. Resolution No. 3601 (Disposition Offering Price River Glen) submitted on Thursday, May 23, 2024. 2. Bid Specifications (River Glen) South Bend Redevelopment Commission Regular Meeting – May 23, 2024 Upon a motion by Commissioner Wax to approve the bid specifications, seconded by Commissioner Jones, the motion carried unanimously via voice vote, the Commission approved River West Development Area – Item A2. Bid Specifications (River Glen) submitted on Thursday, May 23, 2024. 3. Request to Advertise (River Glen) Upon a motion by Commissioner Wax to approve the request to advertise, seconded by Secretary Sallie, the motion carried unanimously, the Commission approved River West Development Area – Item A3. Request to Advertise (River Glen) submitted on Thursday, May 23, 2024. 4. Mortgage Release (931 W LaSalle) Liz Maradik presented a Mortgage Release (931 W LaSalle) to the Commission. Before the Commission, similar items have been discussed a few times before. The property is related to the City's Home Repair Program. In the past it was offered with a loan and grant combination, and this is one of those loans that has been paid in full and is requesting the Commission to approve the mortgage release. Upon a motion by Vice President Relos to approve the mortgage release, seconded by Secretary Sallie, the motion carried unanimously, the Commission approved the Mortgage Release (931 W LaSalle) submitted on Thursday, May 23, 2024. B. River East Development Area 1. Budget Request (Demolition of Kelly’s Pub) Zach Hurst presented a River East Development Area item B1 Budget Request for (Demolition of Kelly’s Pub) to the Commission. The budget request for $125,000 out of River East development area. This would cover expenses related to the demolition of the former Kelly's Pub at 1150 E Mishawaka Ave. The intent of this summer would be to demolish the building, remove foundations, backfill the basement, and then seed the disturbed area and leave the asphalt parking in place. The building is not currently occupiable. Mr. Molnar stated there was a mass shooting at the site in 2019, where eleven people were injured and one person lost their life. The location has a memorial bench to the individual who lost their life. Staff has been in contact with the family, specifically the mother. She wants the bench to remain. She understands, though, that it will be removed for the construction. The bench will be put into storage in the meantime, and then, once the streetscapes are finished, it will be one of the benches that goes in. It has a plaque with his name. Upon a motion by Secretary Sallie, seconded by Commissioner Jones, the motion carried unanimously, the Commission approved the River East Development Area South Bend Redevelopment Commission Regular Meeting – May 23, 2024 item A4 Budget Request (Demolition of Kelly’s Pub) submitted on Thursday, May 23, 2024. C. Administrative 1. Resolution No. 3600 (Determining Tax Increment to be Collected in Year 2025) Danielle Campbell Weiss, Senior Justice City Attorney, presented the Administrative Item C1 Resolution No. 3600 (Detering Tax Increment to be Collected in Year 2025) to the Commission. This is just one of those things the Commission has to do every year, and by law, this comes every May or June. The resolution is authorizing that a letter can be sent. The letter will say that the Commission has determined there is no excess assessed value that may be allocated to the respective taxing units. One error was noted. The date needs to be corrected to today instead of the last meeting date. It says it should say May 23rd, so it should be corrected for the signed version. Upon a motion by Commissioner Wax to adopt the resolution, seconded by Vice President Relos, the motion carried unanimously via voice vote; the Commission approved the Administrative Item C1 Resolution No. 3600 (Determining Tax Increment to be Collected in Year 2025) submitted on Thursday, May 23, 2024. 5. Progress Reports A. Tax Abatement • President Warner gave a tax abatement update. Council approved for Cross Community a tax abatement for a lot on Harrison St next to a couple other homes that they've already done. The declaratory resolution was reviewed in the last meeting. The council meeting addressing the confirming resolution will be Tuesday instead of Monday due to Memorial Day. B. Common Council • None C. Other • Mr. Molnar noted that on the Diamond View project there is some construction fencing going up. Construction is expected to start within the next few weeks. They had to redesign the building slightly at the last minute to address utilities. They have got the permit for their foundations. Caleb met Real America last week. It is understood that they have to be open by the end of 2025, at least for the LIHTC portion of the agreement with them. The time limit was within 36 months of closing, and it was closed in February. 6. Next Commission Meeting: Thursday, June 13, 2024 South Bend Redevelopment Commission Regular Meeting – May 23, 2024 7. Adjournments Thursday, May 25, 2024, at 9:55 a.m. __________________________________ __________________________________ Vivian G. Sallie, Secretary Troy Warner, President South Be n d Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, IN SOUTH BEND REDEVELOPMENT COMMISSION SCHEDULED REGULAR MEETING July 11, 2024 – 9:30 am https://tinyurl.com/RedevelopmentCommission or BPW 13th Floor Presiding: Troy Warner, President The meeting was called to order at 9:30 a.m. 1. ROLL CALL Members Present: Troy Warner, President – IP David Relos, Vice-President - IP Vivian Sallie, Secretary – IP Eli Wax, Commissioner - IP Marcia Jones, Commissioner – IP Leslie Wesley, Commissioner - V IP = In Person V = Virtual Members Absent: Eli Wax, Commissioner Legal Counsel: Sandra Kennedy, Esq. Redevelopment Staff: Caleb Bauer, Executive Director, DCI Sarah Schaefer, Deputy Director, DCI Erik Glavich, Director, Growth and Opportunity, DCI Joseph Molnar, Property Manager Others Present: Elizabeth Mayorga, Board Secretary Backup Terri Kosik DCI Ready to Grow 2. Approval of Minutes • Approval of Minutes of the Regular Meeting of Thursday, May 9, 2024 • Approval of Minutes of the Regular Meeting of Tuesday, May 23, 2024 Upon a motion by Commissioner Sallie, seconded by Commissioner Relos, the South Bend Redevelopment Commission Regular Meeting – July 11, 2024 motion carried unanimously, the Commission tabled both the minutes of the regular meeting of May 9, 2024, and May 23, 2024. 3. Approval of Claims • Claims Allowance 6/25/2024 • Claims Allowance 7/2/2024 Upon a motion by Commissioner Relos, seconded by Commissioner Sallie, the motion carried unanimously, the Commission approved the claims allowances of June 25, 2024, and July 2, 2024. 4. Old Business There was no Old Business to discuss. 5. New Business A. RDC Pokagon Fund 1. Ready to Grow St. Joe Sarah Schaefer and Terri Kosik jointly presented the budget request for Ready to Grow St. Joe Upon a motion by Commissioner Sallie, seconded by Commissioner Relos, the motion carried unanimously, the Commission approved the RDC Pokagon Fund budget request for Ready to Grow St. Joe submitted on Thursday, July 11, 2024. 6. Progress Reports There were no progress reports given. 7. Next Commission Meeting: July 25, 2024 8. Adjournment Thursday, July 11, 2024, at 10:08 a.m. Vivian G. Sallie, Secretary Troy Warner, President City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Thursday, July 11, 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-0083566 $1,610,938.09 GBLN-0083966 $4,325,000.00 GBLN-0000000 $0.00 Total:$5,935,938.09 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: Attest:_______________________________ Name: Expenditure approval RDC Payments-? /9/24 Pymt Run GBLN-0083566 Payment method: Voucher: Payment date: Vendor# V-00000107 Payment method: Voucher: Payment date: Vendor# V-00000526 V-00000526 Payment method: Voucher: Payment date: Vendor# V-00000775 Payment method: Voucher: Payment date: Vendor# CHK-Total RDCP-00028621 7/9/2024 Name AMERICAN STRUCTURE POI NT INC ACH-Total RDCP-00028622 7/9/2024 Name ENFOCUS INC ENFOCUS INC CHK-Total RDCP-00028623 7/9/2024 Name HRP CONSTRUCTIO N INC CHK-Total RDCP-00028624 7/9/2024 Name Invoice# 176934 Invoice# 1201804788 1201804788 Invoice# APP #7 Invoice# Line description Market District Preliminary Engineering Line description Commuters Trust - EnFocus Fellow Commuters Trust - Transportation Costs Line description LaSalle Park Improvements - Pay App#7 Line description Due date 7/14/2024 Due date 7/14/2024 7/14/2024 Due date 8/2/2024 Due date Invoice amount Financial dimensions $13,365.25 324-10-102-121-431002-­ PROJ00000526 Invoice amount Financial dimensions 433-10-102-123-439300-- $3,227.98 PROJ00000383 433-10-102-123-439300-- $9,917.98 PROJ00000383 Invoice amount Financial dimensions $112,352.78 452-11-206-289-444000-- Invoice amount Financial dimensions Purchase order PO-0029308 Purchase order PO-0029761 PO-0029761 Purchase order Purchase order V-00000982 Payment method: Voucher: Payment date: Vendor# V-00001518 Payment method: Voucher: Payment date: Vendor# V-00004725 Payment method: Voucher: Payment date: Vendor# V-00012241 V-00012241 V-00012241 LAWSON­ FISHER ASSOCIATES ACH-Total RDCP-00028625 7/9/2024 Name SMITHGROUP INC CHK-Total RDCP-00028626 7/9/2024 Name Hanson Professiona I Services Inc CHK-Total RDCP-00028627 7/9/2024 Name Garmong Construction Services Garmong Construction Services Garmong Construction Services 202206002240527 Coal Line Trail -Construction Inspection Services 6/30/2024 Invoice# Line description Due date 90597 Seitz Park - Amendment #7 - Design & Construction Mgmt 7/18/2024 Invoice# Line description Due date ARIV1006665 SBCC Traffic Impact Study 7/4/2024 Invoice# Line description Due date APP #7 MLK Dream Center 7/17/2024 APP #7 MLK Cream Center 7/17/2024 APP #7 MLK Dream Center - Change order #3 (Plank Siding) 7/17/2024 $13,529.90 429-10-102-121-444000-­ PROJ00000018 Invoice amount Financial dimensions 436-10-102-121-444000-- $7,899.39 PROJ00000079 Invoice amount Financial dimensions $975.00 Invoice amount $309,669.81 $1,000,000.00 $140,000.00 324-10-102-121-431 OOO-­ PROJ00000462 Financial dimensions 324-10-102-121-443001-- PROJ00000298 422-10-102-121-431000-- PROJ00000298 422-10-102-121-431000-- PROJ00000298 PO-0031710 Purchase order PO-0006606 Purchase order PO-0027207 Purchase order PO-0027136 PO-0027136 PO-0027136 Redevelopment Commission Agenda Item DATE: 7/23/24 FROM: Erik Glavich, Director, Growth & Opportunity SUBJECT: Resolution No. 3604 (466 Works) Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Resolution No. 3604 appropriating TIF revenues for 466 Works scattered site infill housing project SPECIFICS: The Commission will consider a resolution that will appropriate an amount not to exceed $1.25 million for the first draw for the 466 Works scattered site infill housing project. 466 Works will build 30 new single-family homes over 3 years and can draw up to $116,000 for each house it plans to build each year. On June 25, the Commission approved a development agreement and a resolution, respectively, providing TIF funds for the project. As a reminder, the total funding provided by Commission will not exceed $3,500,000 and the private investment by the Developer will be no less than $5,283,000. The Developer agrees to complete the project by December 31, 2027. Funding will be provided via a loan that will be forgiven if the Developer completes the project as committed. 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 RESOLUTION NO. 3604 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROPRIATING CERTAIN FUNDS IN CONNECTION WITH A DIRECT LOAN TO THE DEVELOPER OF AN ECONOMIC DEVELOPMENT FACILITY (SOUTHEAST NEIGHBORHOOD PROJECT) WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City of South Bend, Indiana (the “District”), exists and operates under the provisions of Indiana Code 36-7-14, as amended from time to time (the “Act”); and WHEREAS, the Commission is committed to improving the City of South Bend, Indiana (the “City”) by administering and funding projects that support economic development, public infrastructure, and neighborhood revitalization; and WHEREAS, the Commission has previously adopted a declaratory resolution, as subsequently confirmed and amended, which (i) declared the South Side Development Area (the “South Side Development Area”) as redevelopment area pursuant to Section 15 of the Act, (ii) designated the South Side Development Area as an allocation area pursuant to Section 39 of the Act (the “South Side Allocation Area”), for the purpose of capturing property tax proceeds derived from incremental assessed valuation of real property in such allocation area which is in excess of the “base assessed value” (such property tax proceeds, hereinafter referred to as “South Side TIF Revenues”), (iii) created the South Side Allocation Area Fund into which all South Side TIF Revenues are deposited, all pursuant to and as described Section 39 of the Act, and (iv) approved a development plan for the South Side Development Area; and WHEREAS, 466 Works Community Development Corporation, an Indiana nonprofit corporation (the “Developer”), has informed the City that it desires to acquire and construct certain economic development facilities within the meaning of Indiana Code 36-7-11.9 and 36-7-12 within the City which will consist of up to thirty (30) single-family detached homes containing two (2) to four (4) bedrooms of which (i) at least forty percent (40%) of the homes will be sold at a price that is affordable to households earning one hundred twenty percent (120%) or less of the Area Median Income, with an approximate total development cost of Eight Million Eight Hundred Seventy- three Thousand Dollars ($8,873,000), on certain parcels of real property generally located in the Southeast neighborhood in the City (collectively, the “Project”), and has requested that the City make a loan to the Developer on a draw basis for the purposes of financing or reimbursing the Developer for a portion of the costs of acquisition and construction of the Project; and WHEREAS, the Common Council of the City adopted its loan ordinance (the "Loan Ordinance") on July 22, 2024, which Loan Ordinance authorizes the issuance and funding of a forgivable loan from the City to the Developer on an annual draw basis (the "Loan") over a three (3) year period, with each annual draw amount equal to the sum of approximately $116,000 per home the Developer expects to construct each year, in the total aggregate principal amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) to finance a portion of the Project; and 2 WHEREAS, the Commission previously adopted its Resolution No. 3602 on June 27, 2024, determining, subject to annual appropriation by the Commission, to make available the South Side TIF Revenues to simultaneously reimburse the City for its costs incurred to fund each draw on the Loan to the Developer with respect to the Project; and WHEREAS, the Commission now desires to appropriate an amount not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) to fund the first draw on the Loan to the Developer with respect to the Project; and WHEREAS, notice has been given and this date a public hearing has been conducted regarding such appropriation, as required by Indiana law; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION, AS FOLLOWS: SECTION 1. 1. An appropriation in an amount not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000), is hereby made for the purpose of simultaneously reimbursing the City for expenditures made, or to be made, by the City to fund the first draw on the Loan to the Developer with respect to the Project, and the funds to meet this appropriation will be provided out of the South Side TIF Revenues collected in the South Side Allocation Area. Said appropriation shall be in addition to all other appropriations provided for in the existing budget and tax levy. SECTION 2. The officers of the Commission and the Controller of the City are hereby directed to make any and all required filings, if any, with the Department of Local Government Finance in connection with this resolution. SECTION 3. The President, Vice President or any other officer or member of the Commission are hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this resolution, in such forms as such officer or member executing the same shall deem proper, to be conclusively evidenced by the execution thereof. SECTION 4. This Resolution shall be in full force and effect from and after its passage. ADOPTED at a meeting of the South Bend Redevelopment Commission held on July 25, 2024, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. SOUTH BEND REDEVELOPMENT COMMISSION By: Troy Warner, President ATTEST: Vivian G. Sallie, Secretary DMS 43957138v1 Redevelopment Commission Agenda Item DATE: 7/23/24 FROM: Erik Glavich, Director, Growth & Opportunity SUBJECT: Resolution No. 3605 (Affordable HomeMatters Indiana LLC/Intend Indiana) Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Resolution No. 3605 appropriating TIF revenues for Affordable HomeMatters Indiana LLC/Intend Indiana scattered site infill housing project SPECIFICS: The Commission will consider a resolution that will appropriate an amount not to exceed $1.125 million for the first draw for the Affordable HomeMatters Indiana LLC/Intend Indiana scattered site infill housing project. Affordable HomeMatters Indiana LLC/Intend Indiana will build 92 new single-family homes over 5 years and can draw up to the appropriated amount of $1.125 million per year. On June 25, the Commission approved a development agreement and a resolution, respectively, providing TIF funds for the project. As a reminder, the total funding provided by Commission will not exceed $5 million and the private investment by the Developer will be no less than $20 million. The Developer agrees to complete the project by December 31, 2029. Funding will be provided via a loan that will be forgiven if the Developer completes the project as committed. 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 RESOLUTION NO. 3605 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROPRIATING CERTAIN FUNDS IN CONNECTION WITH A DIRECT LOAN TO THE DEVELOPER OF AN ECONOMIC DEVELOPMENT FACILITY (LINCOLN PARK PROJECT) WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the South Bend Department of Redevelopment and the Redevelopment District of the City of South Bend, Indiana (the “District”), exists and operates under the provisions of Indiana Code 36-7-14, as amended from time to time (the “Act”); and WHEREAS, the Commission is committed to improving the City of South Bend, Indiana (the “City”) by administering and funding projects that support economic development, public infrastructure, and neighborhood revitalization; and WHEREAS, the Commission has previously adopted a declaratory resolution, as subsequently confirmed and amended, which (i) declared the River West Economic Development Area (the “River West Economic Development Area”) as an economic development area pursuant to Section 41 of the Act, (ii) designated the River West Economic Development Area as an allocation area pursuant to Section 39 of the Act (the “River West Allocation Area”), for the purpose of capturing property tax proceeds derived from incremental assessed valuation of real property in such allocation area which is in excess of the “base assessed value” (such property tax proceeds, hereinafter referred to as “River West TIF Revenues”), (iii) created the River West Allocation Area Fund into which all River West TIF Revenues are deposited, all pursuant to and as described Section 39 of the Act, and (iv) approved an economic development plan for the River West Economic Development Area; and WHEREAS, Affordable HomeMatters Indiana LLC, a single member limited liability company owned and operated by Intend Indiana, Inc., an Indiana nonprofit corporation (the “Developer”), has informed the City that it desires to acquire and construct certain economic development facilities within the City which will consist of up to ninety-two (92) single-family detached homes containing two (2) to four (4) bedrooms of which (i) at least forty (40) homes will be sold to households earning less than eighty percent (80%) of the Area Median Income (“AMI”), (ii) at least seventeen (17) homes will be sold to households earning between eighty percent (80%) of AMI and one hundred twenty percent (120%) of AMI, and (iii) the remainder will be sold at the market rate, with an approximate total development cost of Twenty-five Million Dollars ($25,000,000), on certain parcels of real property generally located in the Lincoln Park neighborhood in the City (collectively, the “Project”), and has requested that the City make a loan to the Developer on a draw basis for the purposes of financing or reimbursing the Developer for a portion of the costs of acquisition and construction of the Project; and WHEREAS, the Common Council of the City adopted its loan ordinance (the "Loan Ordinance") on July 22, 2024, which Loan Ordinance authorizes the issuance and funding of a forgivable loan from the City to the Developer on an annual draw basis (the "Loan") over a five (5) year period, with each annual draw amount totaling not more than $1,125,000, in the total 2 aggregate principal amount not to exceed Five Million Dollars ($5,000,000) to finance a portion of the Project; WHEREAS, the Commission previously adopted its Resolution No. 3603 on June 27, 2024, determining, subject to annual appropriation by the Commission, to make available the River West TIF Revenues to simultaneously reimburse the City for its costs incurred to fund each draw on the Loan to the Developer with respect to the Project; and WHEREAS, the Commission now desires to appropriate an amount not to exceed One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) to fund the first draw on the Loan to the Developer with respect to the Project; and WHEREAS, notice has been given and this date a public hearing has been conducted regarding such appropriation, as required by Indiana law; NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION, AS FOLLOWS: SECTION 1. 1. An appropriation in an amount not to exceed One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000), is hereby made for the purpose of simultaneously reimbursing the City for expenditures made, or to be made, by the City to fund the first draw on the Loan to the Developer with respect to the Project, and the funds to meet this appropriation will be provided out of the River West TIF Revenues collected in the River West Allocation Area. Said appropriation shall be in addition to all other appropriations provided for in the existing budget and tax levy. SECTION 2. The officers of the Commission and the Controller of the City are hereby directed to make any and all required filings, if any, with the Department of Local Government Finance in connection with this resolution. SECTION 3. The President, Vice President or any other officer or member of the Commission are hereby authorized to take all such actions and to execute all such instruments as are desirable to carry out the transactions contemplated by this resolution, in such forms as such officer or member executing the same shall deem proper, to be conclusively evidenced by the execution thereof. SECTION 4. This Resolution shall be in full force and effect from and after its passage. ADOPTED at a meeting of the South Bend Redevelopment Commission held on July 25, 2024, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. SOUTH BEND REDEVELOPMENT COMMISSION By: Troy Warner, President ATTEST: Vivian G. Sallie, Secretary DMS 43957660v1 Redevelopment Commission Agenda Item DATE: 07/22/2024 FROM: Joseph Molnar SUBJECT: 1st Amendments Lease Agreement & Donation Agreement YMCA Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Separate approval of Separate Amendments to the Donation Agreement and Lease Agreement with the YMCA On April 25th 2024, the RDC approved two separate agreements with the YMCA of Greater Michiana for the lease of the 3, 4, 5 floors of the Leighton Healthplex Building and the donation of the former YMCA on Northside Blvd. to the RDC. The Donation Agreement was for eight separate parcels which made up the former Northside Blvd. YMCA. In exchange for the donation of those eight parcels, the YMCA would lease their space rent-free and would pay 1/3 of the total utility costs for the Leighton Building during the term of the lease, which extends through December 31, 2032. The YMCA officially opened the full- service fitness center on June 10th, 2024. During Due Diligence, it was discovered that one of the eight donation parcels had concerns regarding the Title Work and would not be easily transferred to the RDC. To ensure that the RDC took ownership of the former YMCA Northside property in a timely manner, the proposed amendments remove the subject parcel and reduce the rental term length in a corresponding manner. The parcel in question constitutes a little less than 1/8th of the total former YMCA Northside property. The Lease Agreement Amendment changes the rental period to extend through December 31, 2031, which is a little less than 1/8th of the original term. No other changes are made to either original agreement besides extending the time for closing on the Northside property. Staff requests approval of both amendments. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Page | 2 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 $_____________ Redevelopment Commission Agenda Item DATE: 07/22/2024 FROM: Joseph Molnar SUBJECT: Purchase Agreement – Allen Edwin/SCI South Bend Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Approval of Purchase Agreement for Marion/Leland Properties In 2023, the RDC accepted bids for a variety of properties through a large Request for Proposals. During that process, Allen Edwin submitted interest in current RDC owned property at the Marion/Leland intersection. After opening of the submissions, the RDC directed staff to negotiate with Allen Edwin for a purchase agreement regarding the development of land at Marion/Leland. The following Purchase Agreement is the result of that negotiation. The buyer commits to a reduced sales price of $1,000 and in exchange agrees to within thirty-six (36) months after closing, expending no less than $2,400,000 on the construction of seventeen (17) housing units. The buyer commits that construction will begin within twelve (12) months of closing. RDC staff believe this is an exciting opportunity to see even more growth of housing opportunities in the Near Northwest Neighborhood as well as the introduction of a new home builder to the City of South Bend. Staff requests approval of the Purchase 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 _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Page | 2 Is this item ready to encumber now? ____ Existing PO#__________ Inc/Dec $_____________ REAL ESTATE PURCHASE AGREEMENT Redevelopment, acting by and through its governing body, the South Bend Redevelopment SCI South Bend, LLC, a Michigan limited liability company with authority to transact business in Indiana, with its registered office at 2186 E Centre Avenue, Portage Michigan 49002 RECITALS A. Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7- B. In furtherance of its purposes under the Act, Seller owns certain real property Exhibit A C. Pursuant to the Act, Seller adopted its Resolution No. 3562 on November 10, 2022, whereby Seller established a scattered site request for proposals for multiple properties owned by the Seller, including the Property. D. Pursuant to the Act, Seller adopted its Resolution No. 3568 on January 26, 2023, whereby Seller established an offering price of Seventy-Two Thousand Nine Hundred Fifty-TwoDollars ($72,952.00) for the Property and other surrounding lots. E. Pursuant to the Act, on January 26, 2023 Seller authorized the publication, on February 3, 2023, and February 10, 2023, respectively, of a notice of its intent to sell the Property and its desire to receive bids for said Property and other lots on or before February 23 2023, at 9:30A.M. F. As of February 23, 2023, at 9:30A.M., Seller received no bids for the Property, and, therefore, having satisfied the conditions stated in Section 22 of the Act, Seller now desires to sell the Property to Buyer on the terms stated in this Agreement. G. In accordance with Section 22 of the Act, Seller now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, on the terms stated in this Agreement. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. RECITALS The recitals above are hereby incorporated into this Agreement by reference. 2. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Buyer, constitutes offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend 1400 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend 1200 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with applicable laws, to the following TO BUYER: Tom Larabel Vice President of Land Development SCI South Bend, LLC 795 Clyde Ct SW Byron Center, MI 49315tlarabel@allenedwin.com WITH COPY TO: Brian Farkas Director of Workforce Housing SCI South Bend, LLC 795 Clyde Ct SW Byron Center, MI 49315 bfarkas@allenedwin.com Eric Guerin General Counsel SCI South Bend, LLC 2186 E Centre Ave Portage, MI 49002 eguerin@allenedwin.com 3. PURCHASE PRICE AND EARNEST MONEY DEPOSIT A. Purchase Price. The purchase price for the Property shall be One Thousand Dollars ($1,000 closing described in B. Earnest Money Deposit. Within five (5) business days after the Contract Date, Buyer will deliver to Seller the sum of One Hundred Dollars ($100.00), which Seller will hold as an earnest money deposit (the Money Seller will be responsible for disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing occurs, refunded or forfeited as provided below. C. Termination During Due Diligence Period. If Buyer exercises its right to terminate this Agreement by written notice to Seller in accordance with Section 4 below, the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement by written notice to Seller within the Due Diligence Period, then the Earnest Money Deposit shall become non-refundable. D. Liquidated Damages. If Seller complies with its obligations hereunder and Buyer, not having terminated this Agreement during the Due Diligence Period in accordance with Section 4 below, fails to purchase the Property on or before the Closing Date, the Earnest Money Deposit shall be forfeited by Buyer and retained by Seller as liquidated damages in lieu of any other damages. 4. DUE DILIGENCE A. Investigation. Buyer and Seller have made and entered into this Agreement based on their mutual understanding that Buyer intends to develop the Property into seventeen (17) housing units of Therefore, of the Property is conditioned upon the satisfactory completion, in discretion, sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Due Diligence Period. Buyer shall have a period of one hundred eighty (180) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 Additional, Buyer shall have the right to one (1) ninety (90) day extension and additional extensions if mutually agreed to. (i) Prior to Closing, Buyer agrees to provide the design, plans, and specifications for Property Improvements consistent with City standards and zoning for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same. the Planning Director or their designee shall indicate acceptance of the design and plans prior to closing. (ii) Seller commits to working with the Buyer to finalize plans, designs, and specifications for Property Improvements to the satisfaction of the City departments, consistent with City standards. C. Authorizations During Due Diligence Period. During the Due Diligence Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars ($1,000,000), naming Seller as an additional insured and covering the activities, acts, and omissions of Buyer and its representatives at the Property, to (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof and Buyer may not conduct any invasive testing at the Property express prior written consent, which may not be unreasonably withheld; further provided, that if the transaction contemplated herein is not consummated, Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for any such application is required by any such agency for consideration or acceptance of any such application Buyer may request from Seller such consent or signature, which Seller shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other commitments that would further restrict the future use or development of the Property, beyond the restrictions in place as a result of the current zoning of the Property, shall be subject to prior review and written approval. D. Environmental Site Assessment. expense, obtain a Phase I environmental site assessment of the Property pursuant to and limited by the authorizations stated in this Section 4. E. Termination of Agreement. If at any time within the Due Diligence Period Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Representative, and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 5. DOCUMENTS Upon engineering, title, and survey reports and documents in possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and 6. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, Seller acknowledges that Buyer intends to obtain, at sole expense, and survey of the Property (the identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 7 below). 7. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for insurance issued by a title twenty (20) days after the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be 8. REVIEW OF TITLE COMMITMENT AND SURVEY written notice of any objections to the Title Commitment. Within twenty (20) receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such If the Seller is unable or unwilling to correct the title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period, in which case the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to so the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 9. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care -City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer 2 above. Either Party may, by written notice, modify its address or representative for future notices. 10. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date not later than sixty (60) days after the end of the Due Diligence Period, or any extensions thereof. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on delivery of the Deed, in the form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 7 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) Seller shall also provide evidence that the $750,000 in funds for the GAP SUBSIDY PROGRAM has been appropriated to a capital account (or similar) specifically for this project. (12 of the 17 homes in the agreement will be subsidized by the GAP SUBSIDY PROGRAM) C. Closing Costs. Buyer shall pay all of the Title closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 11. POST-CLOSING DEVELOPMENT OBLIGATIONS A. Property Improvements; Proof of Investment. Within Thirty-Six (36) months after the Closing Date, the Buyer will expend an amount not less than Two Million and Four Hundred Thousand Dollars ($2,400,00.00) on improvements to the site, which include the cost of equipment, management, and design needed to redevelop the Property for the uses set forth herein including the construction of seventeen (17) housing units Seller agrees that Buyer may seek incentives for reimbursement of improvements and any reimbursable expenses, grants, or otherwise shall not count against its initial expense on said improvements. Promptly upon completing the Property Improvements, and obtaining a Certificate of Occupancy for all seventeen (17) housing units, Buyer will submit to Seller satisfactory records, as determined , but reasonable discretion, proving the above required expenditures and will permit completed satisfactorily. B. Post-Closing Buyer Commitments. The Buyer shall: (i) Commence construction of the project within twelve (12) months of the Closing Date; (ii) Complete construction of the project and Property Improvements within thirty-six (36) months of the Closing Date, including receiving Certificates of Occupancy for all seventeen (17) housing units from the South Bend Building Department; (iii) In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary. C. Certificate of Completion. Promptly after Buyer completes the Property Improvements and satisfactorily proves the same in accordance with the terms of Section 11.A. above, as well as compliance with Section 11.B. above, Seller will issue to Buyer a certificate reversionary interest in the Property (the of in the form attached hereto as Exhibit C. The Parties agree to record the Certificate of Completion immediately upon issuance, and Buyer will pay the costs of recordation. D. Remedies Upon Default. (i) Buyers Default: In the event Buyer fails to complete the Property Improvements or to comply with Section 11.B., above, or satisfactorily to prove such performance, in accordance with Section 11.A above, then, in addition to pursuing any other remedies available at law or in equity, Seller shall have the right to: re-enter and take possession of the Property and to terminate and revest in Seller the estate conveyed to Buyer at Closing and all of rights and interests in the Property, subject to Property including architectural, engineering, building, or other planning documents, documented by sufficient invoices, receipts, and delivery of the subject reports less the value of any existing liens and encumbrances, including unpaid taxes, outstanding on the Property. shall not include any costs associated with , any fees associated with permitting, legal services, or property taxes. The Parties acknowledge and agree that Buyer is receiving funding from the City of South Bend through another related agreement in the amount of Seven Hundred Fifty Thousand Doll or Gap Subsidy Program payment to Buyer under this Section will only cover eligible expenses that exceed the City Funding. Notwithstanding the foregoing, Buyer may extend the Projected Completion Date by an additional twelve (12) months to the date that is Forty-Eight (48) months after the Closing Date (the Extended Projected Completion Date, Buyer shall (i) provide written notice to Seller of the extension on or before the date that is Thirty (30) months after the Closing Date, and (ii) complete at least Seventy-Five percent (75%) of the Property Improvements by the Projected Completion Date. The Parties agree that conveyance of the Property to Buyer at Closing will be made on the condition subsequent set forth in the foregoing sentences and the terms of this Section 11 will be referenced in the deed. (ii) fails to complete its responsibilities under this agreement, Buyer shall have the right to pursue all legal and equitable remedies. 12. ACCEPTANCE OF PROPERTY AS-IS -is, where- warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 13. TAXES assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. Seller shall have no liability for any real property taxes associated with the Property, and nothing in this Agreement shall be construed to require the proration or 14. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non- defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the respective rights and remedies concerning this Agreement and the Property are cumulative. 15. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 16. INDEMNITY The Parties agree to indemnify, save harmless, and defend each other from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party. 17. INTERPRETATION; APPLICABLE LAW As both Parties have participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 18. 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. 19. In the event the Seller pursues any legal action (including arbitration) to enforce or interpret this (including expert witness fees). 20. WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 21. 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. 22. 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. 23. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 24. ASSIGNMENT Except for an assignment by Buyer to an entity of which Buyer has management control, Buyer and Seller agree that this Agreement or any of rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 25. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 26. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and havebeen fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 27. TIME Time is of the essence of this Agreement. [Signature page follows.] IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase Agreement to be effective as of the Contract Date stated above. BUYER: SCI South Bend, LLC By: Printed: Its: Dated: SELLER: South Bend Redevelopment Commission Troy Warner, President ATTEST: Vivian G. Sallie, Secretary EXHIBIT A Description of Property Parcel I Key No. 018-1055-2365 LOT 14 SMITH & JACKSONS SUB Commonly Known As: 621 W Marion St. South Bend IN Parcel II Key No. 018-1055-2366 Legal Description: Lot 12, excluding 9 feet off East side and Lot 13 Smith & Jacksons subdivision Commonly Known As: 617-619 W Marion St. South Bend IN Parcel III Key No. 018-1055-2343 Legal Description: S 1/2 LOT 11 EX 6 WLY SIDE KENT & GARRISON ADD Commonly Known As: 615 Marion, South Bend, IN Parcel IV 018-1055-2342 Legal Description: Lot Numbered 10 and the North Half of Lot Numbered 11 in Kent and Garrison's Subdivision of Out Lot Numbered 1 of and Grant's Addition to the Town, now City of South Bend, Indiana, as per plat thereof recorded August 13, 1881 in Plat Book 4, page 16 in the Office of the Recorder of Saint Joseph County, Indiana, EXCEPTING THEREFROM 6 feet off the Westerly side of said Lot 11. Commonly Known As: 611 Marion St., South Bend, IN Parcel V Key No. 018-1021-0869 Legal Description: LOT 66 W 1-2 HENRICKS & GRANTS Commonly Known As: 18 Vac Lot 600 Blk Marion, South Bend, IN Parcel VI Key No. 018-1021-0868 Legal Description: Fifty-four (54') feet off of and from the South End of the East one-half (1/2) of Lot Numbered 66, and Fifty-four (54') feet off of and from the South End of the East one-half (1/2) of Lot Numbered 65, as shown on the recorded Plat of Henricks and Grant's Addition to the Town, now City of South Bend, Indiana. Commonly Known As: 603 West Marion Street, South Bend, IN Parcel VII Key No. 018-1055-2341 Legal Description: 10.2 FT S SIDE LOT 5 N PT LOT 28 KENTS SUB BOL 114 Commonly Known As: 517 Leland, South Bend, IN Parcel VIII Key No. 018-1055-2340 Legal Description: N END LOT 28 KENTS SUB BOL 114 Commonly Known As: 515 Leland, South Bend, IN EXHIBIT B Form of Special Warranty Deed TRANSFER NO. TAXING UNIT DATE KEY NO. Multiple See Attached SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, CONVEYS AND SPECIALLY WARRANTS to SCI South Bend, LLC (the for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the See Attached Exhibit 1 Page 1 of 3 The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all pr 2019 River West Development Area Plan, as thereafter amended from time to time, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Pursuant to Section 11 of the Purchase Agreement, the Grantor conveys the Property to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Property Improvements, or satisfactorily to prove such performance, in accordance with Section 11 of the Purchase Agreement, then the Grantor shall have the right to re-enter and take possession of the Property and to terminate and revest in the Grantor the estate conveyed to the Grantee by this deed and all of the rights and interests in the Property improvements to the Property, documented by sufficient invoices and receipts, less the value of any existing liens and encumbrances, including unpaid taxes, outstanding on the Property. The recordation of a Certificate of Completion in accordance with Section 11 of the Purchase Agreement will forever release and discharge the reversionary interest stated in this paragraph. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that s/he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. [SIGNATURE PAGE FOLLOWS] Page 2 of 3 GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Vivian G. Sallie, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Vivian G. Sallie, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2024. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana 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, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601 Page 3 of 3 EXHIBIT 1 Description of Property Parcel I Key No. 018-1055-2365 Legal Description: LOT 14 SMITH & JACKSONS SUB Commonly Known As: 621 W Marion St. South Bend IN Parcel II Key No. 018-1055-2366 Legal Description: Lot 12, excluding 9 feet off East side and Lot 13 Smith & Jacksons subdivision Commonly Known As: 617-619 W Marion St. South Bend IN Parcel III Key No. 018-1055-2343 Legal Description: S 1/2 LOT 11 EX 6 WLY SIDE KENT & GARRISON ADD Commonly Known As: 615 Marion, South Bend, IN Parcel IV Key No. 018-1055-2342 Legal Description: Lot Numbered 10 and the North Half of Lot Numbered 11 in Kent and Garrison's Subdivision of Out Lot Numbered 1 of and Grant's Addition to the Town, now City of South Bend, Indiana, as per plat thereof recorded August 13, 1881 in Plat Book 4, page 16 in the Office of the Recorder of Saint Joseph County, Indiana, EXCEPTING THEREFROM 6 feet off the Westerly side of said Lot 11. Commonly Known As: 611 Marion St., South Bend, IN Parcel V Key No. 018-1021-0869 Legal Description: LOT 66 W 1-2 HENRICKS & GRANTS Commonly Known As: 18 Vac Lot 600 Blk Marion, South Bend, IN Parcel VI Key No. 018-1021-0868 Legal Description: Fifty-four (54') feet off of and from the South End of the East one-half (1/2) of Lot Numbered 66, and Fifty-four (54') feet off of and from the South End of the East one-half (1/2) of Lot Numbered 65, as shown on the recorded Plat of Henricks and Grant's Addition to the Town, now City of South Bend, Indiana. Commonly Known As: 603 West Marion Street, South Bend, IN Parcel VII Key No. 018-1055-2341 Legal Description: 10.2 FT S SIDE LOT 5 N PT LOT 28 KENTS SUB BOL 114 Commonly Known As: 517 Leland, South Bend, IN Parcel VIII Key No. 018-1055-2340 Legal Description: N END LOT 28 KENTS SUB BOL 114 Commonly Known As: 515 Leland, South Bend, IN EXHIBIT C Form of Certificate of Completion Redevelopment Commission Agenda Item DATE: 07/22/2004 FROM: Joseph Molnar SUBJECT: 3rd Amendment Real Estate Purchase Agreement Lafayette Building Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: 3rd 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 twice in two separate amendments since the initial agreement. Lafeyette OpCo has requested the due diligence period be extended to December 31, 2024, to finalize all analysis of the building. This due diligence is collecting vital information regarding the building such as its current structural capacity which is needed no matter what type of renovation would potentially occur. Staff believe it is in the City’s best interest to allow these structural investigations to continue. No 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 ________________; _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Page | 2 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 $_____________ DMS 42892473.1 THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Third Amendment to Real Estate Purchase Agreement (this “Amendment”) is made and effective as of July 25, 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, and that certain Second Amendment to Real Estate Purchase Agreement, dated effective May 9, 2024 (as amended, 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 through December 31, 2024. The term “Due Diligence Period” means the period commencing on the Contract Date and continuing through December 31, 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 Jul 22, 2024 Redevelopment Commission Agenda Item DATE: July 23, 2024 FROM: Caleb Bauer, DCI Executive Director SUBJECT: River Glen Office Park Purchase Agreement Funding Source* (circle one) River West; River East; South Side; Douglas Road; West Washington; RDC General *Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. Purpose of Request: Approval of real estate purchase agreement for the $2.43M purchase of the Grand Hall and Parking Lot of Union Station, sale of former Claeys Candy building, and Development Agreement for the stabilization of the Studebaker Administration Building Specifics: The Department of Community Investment requests approval of the purchase of the purchase of the 0.95 acres that includes the Grand Hall and Parking Lot of Union Station for a purchase price of $2.43M (which reflects the average of two independent appraisals). The administration believes that ownership of this historic building is a good long-term investment for the Commission and could facilitate passenger rail connections in partnership with Amtrak in the near future. Related to the purchase, staff also request approval for a sale of the former Claeys Candy building for $1,000 to allow for its activation as part of a new data center owner at the remaining Union Station property. Separately but related, staff propose approval of a Development Agreement with Studebaker Admin QOZB LLC for the stabilization of the Studebaker Administration building. The Commission would commit no more than $825,000 for lead and asbestos identification and abatement to be paired with a private investment commitment of $3.3M. Though this agreement does not fully activate the building, it will stabilize and preserve it and ensure that it can be redeveloped in the future. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION SPECIAL WARRANTY DEED AUDITOR'S RECORD TRANSFER NO. ___ _ TAXING UNIT ------DATE KEYNOS. 018-3043-1653 018-3043-1650THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the "Grantor") CONVEYS AND SPECIALLY WARRANTS to ---�--(the "Grantee"), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the "Property"): [Parcel I Address: 525 S Taylor St. Parcel Number: 018-3043-1650 State Parcel Number: 71-08-11-426-002.000-026 Legal Description: Lots 1 & 2 & Vac Alley N & Adj Touhey & Hagerty's Sub Of Bol 59 Parcel II Address: 525 S Taylor St. Parcel Number: 018-3043-1653 State Parcel Number: 71-08-11-426-003.000-026 Legal Description: LOTS 3 & 4 TOUHEY & HA GERTY'S SUB OF LOT 59 BOL] The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; and subject to all applicable building codes and zoning ordinances. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property at any time. These restrictions shall run with the land and be binding upon the Grantee, as well as all future owners of interest in all or any portions of the Property and their respective successors and assigns. 1611245359.4 4876-4069-6523.5 Page 1 of2 Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies thats/he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. ATTEST: Vivian G. Sallie, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) GRANTOR: SOUTHBEND REDEVELOPMENT COMMISSION Troy Warner, President Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Vivian G. Sallie, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the_ day of _____ � 2024. My Commission Expires: Notary Public Residing in St Joseph County, Indiana I affmn, 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 I Danielle Campbell Weiss. This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 1611245359.4 4876-4069-6523.5 Page 2 of2 7/23/2024 Redevelopment Commission Agenda Item DATE: 7/16/2024 FROM: Chana Roschyk, Project Engineer SUBJECT: 124-008 Leeper Ave Bridge Repairs Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Request additional funding of $120,000 for the construction of the repairs for the Leeper Ave Bridge. Specifics: The portion of the East Bank Trail that goes over the Leeper St. Bridge is currently closed due to safety concerns for the bridge decking. This bridge is a critical part of the East Bank Trail, which will remain impacted until the work is complete. Bids for the Leeper Ave Bridge Repair Concrete Decking came in above the consultant’s engineering estimate. To be able to award and commence construction additional funding is requested. 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