HomeMy WebLinkAbout5A2 Development Agreement (RealAmerica)_signedCITY OF SOUTHBEND
REDEVELOPMENT COMMISSION
Pres/V-Pres
Redevelopment Commission Agenda Item ,
ATTEST creta ry
DATE: 1/8/24
Date: January 11, 2024
FROM: Erik Glavich, Director, Growth & Opportunity
SUBJECT: RealAmerica Development Agreement
Which TIF? (circle one River West; River East; South S
Approved ❑ Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
Doueias Road: West Washington
PURPOSE OF REQUEST: Development Agreement and Resolution Authorizing Use of TIF Revenues for
Diamond View Apartments LIHTC and Stadium Flats market -rate project (parcels northeast of the
intersection of S. Lafayette Blvd. and W. South St.)
SPECIFICS: The Commission will consider two separate items: (1) a Development Agreement
with RealAmerica Development LLC and Legacy25, Inc. (jointly the "Developer") to provide
funding in support of a 3-building project, which includes a 60-unit affordable apartment
building (Diamond View Apartments) and two 45-unit market -rate apartment buildings
(Stadium Flats); and (2) a Resolution authorizing the use of TIF funds in the form of a loan to the
Developer. Legacy25 is a non-profit entity created under common ownership with RealAmerica
Development LLC.
The Commission approved a Real Estate Purchase Agreement with RealAmerica Development
LLC on July 22, 2021, which was amended on May 26, 2022; November 21, 2022; May 25, 2023;
and December 14, 2023.
The Commission will first consider for adoption the Development Agreement. If the
Commission approves the Agreement, the Commission will then consider the Resolution.
The Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission
will not exceed $3,800,000 and (2) the Private Investment by the Developer will be no less than
$21,500,000. In alignment with the Real Estate Purchase Agreement, as amended, the
Developer agrees to complete the project within 36 months of the Closing Date.
Staff recommends the Commission approve the Development Agreement and adopt the
Resolution.
EXCELLENCE ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT
1400S County -City Building 227 W. Jefferson Blvd. 'South Bend, Indiana 46601 p 574.235.9371 f 574.235.9021 www.southbendin.gov
CITYOFSOUTHBEND I REDEVELOPMENT COMMISSION
INTERNAL USE ONLY: Project Code:
Total Amount new/change (inc/dec) in budget: ; Break down:
Costs: Engineering Amt: ; Other Prof Sery Amt
Acquisition of Land/Bldg (circle one) Amt: ; Street Const Amt
Building Imp Amt ; Sewers Amt ; Other (specify) Amt:
. Going to BPW for Contracting?
Is this item ready to encumber now? Existing PO# Inc/Dec $
Y/N
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement"), is effective as of January 11, 2024
(the "Effective Date"), by and between the City of South Bend, Department of
Redevelopment, acting by and through its governing body, the South Bend Redevelopment
Commission (the "Commission"), and RealAmerica Development, LLC ("RealAmerica"), an
Indiana Limited Liability Company, with offices at 8250 Dean Road, Indianapolis, Indiana
46240, and Legacy25, Inc. ("Legacy25"), an Indiana Nonprofit Corporation, with offices at
8250 Dean Road, Indianapolis, Indiana 46240 (each, a "Party," and collectively, the "Parties").
RECITALS
WHEREAS, the Commission exists and operates under the provisions of
the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the
"Act'); and
WHEREAS, the Act provides that the clearance, replanning, and redevelopment of
redevelopment areas are public uses and purposes for which public money may be spent; and
WHEREAS, RealAmerica entered into a Real Estate Purchase Agreement with the City
acting by and through its governing body, the South Bend Redevelopment Commission on July
22, 2021, as amended on May 26, 2022 by a First Amendment to Real Estate Purchase
Agreement, as subsequently amended on November 21, 2022 by a Second Amendment to Real
Estate Purchase Agreement, and further as amended on May 25, 2023, by a Third
Amendment to Real Estate Purchase Agreement, and as further amended by a Fourth
Amendment to the Real Estate Purchase Agreement, dated effective December 14, 2023
(collectively, the "Purchase Agreement") for certain vacant and inactive real property described
in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and
other interests appurtenant thereto (collectively, the "Developer Property"); and
WHEREAS, in exchange for the discounted purchase price for the Developer Property,
the Purchase Agreement contains certain post -closing development obligations that
RealAmerica must meet; and
WHEREAS, Legacy25 and RealAmerica (collectively, the "Developer"), are common
entities and desire to share the rights and obligations under this Agreement; and
WHEREAS, the Developer currently has private financing and desires to construct,
renovate, or otherwise rehabilitate certain elements of the Developer Property (the "Project") in
accordance with the project plan (the "Project Plan") attached hereto as Exhibit B; and
WHEREAS, the Developer intends to subdivide the Developer Property into two (2) lots,
with one lot to be developed for purposes of constructing, owning, and operating one (1)
residential apartment building containing sixty (60) apartment units, all of which will be leased
exclusively to tenants at or below eighty percent (80%) of the area median income (the
"Affordable Units"), and the second lot to be developed for purposes of constructing, owning,
and operating two (2) residential buildings, each of which will contain forty-five (45) market -
rate apartment units (the "Market Rate Units"); and
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WHEREAS, the Developer Property is located within the corporate boundaries of the City
of South Bend, Indiana (the "City"), within the River West Development Area (the "Area"); and
WHEREAS, the Commission has adopted (and subsequently amended, from time to time)
a development plan, which contemplates development of the Area consistent with the Project; and
WHEREAS, the City is committed to support the development of affordable housing in
South Bend, particularly for low-income residents; and
WHEREAS, the Project will create a total of one hundred fifty (150) residential units across
three (3) structures with no fewer than sixty (60) units dedicated for low- to moderate -income
households; and
WHEREAS, the Project will contribute to the revitalization of the surrounding area and
add vibrancy to the neighborhood; and
WHEREAS, the Commission believes that accomplishing the Project as described herein
is in the best interests of the health, safety, and welfare of the City and its residents; and
WHEREAS, the Commission desires to facilitate and assist the Project by financing the
local public improvements stated in Exhibit C (the "Local Public Improvements") in accordance
with the Act, subject to the terms and conditions of this Agreement and a certain loan agreement
(the "Loan Agreement") that the Parties anticipate executing.
NOW, THEREFORE, in consideration of the mutual promises and obligations stated in
this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows:
SECTION 1. DEFINITIONS.
Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have
the following meanings:
1.1 Assessed Value. "Assessed Value" means the market value -in -use of a property,
used for property tax assessment purposes as determined by the St. Joseph County Assessor.
1.2 Funding Amount. "Funding Amount" means an amount not to exceed Three
Million Eight Hundred Thousand Dollars ($3,800,000.00) of tax increment finance revenues
provided through the Loan Agreement subsequently executed by the Parties to be used for paying
the costs associated with the construction, equipping, inspection, and delivery of the Local Public
Improvements. For purposes of this Agreement, a portion of the Funding Amount equal to Five
Hundred Fifty Thousand Dollars ($550,000.00) will be deemed allocated to the Affordable Units
and the remaining Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) will be
deemed allocated to the Market Rate Units.
1.3 Private Investment. "Private Investment" means an amount no less than Twenty
One Million Five Hundred Thousand Dollars ($21,500,000.00) to be expended by the Developer
for the costs associated with constructing the improvements set forth in the Project Plan, including
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architectural, engineering, and any other costs directly related to completion of the Project that are
expected to contribute to increases in the Assessed Value of the Developer Property.
SECTION 2. INTERPRETATION, TERMS, AND RECITALS.
2.1 Inte retation.
(a) The terms "herein," "hereto," "hereunder," and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) "Section" or
"Article" shall be deemed to refer to the Section or Article of this Agreement bearing the
number so specified, (ii) "Exhibit" shall be deemed to refer to the Exhibit of this Agreement
bearing the letter or number so specified, and (iii) references to this "Agreement" shall
mean this Agreement and any exhibits and attachments hereto.
(c) Captions used for or in Sections, Articles, and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
(d) The terms "include," "including," and "such as" shall each be construed as
if followed by the phrase "without being limited to."
2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this
Agreement for all purposes.
SECTION 3. DEVELOPER'S OBLIGATIONS.
3.1 Generally. The Parties acknowledge and agree that the Commission's agreements
to perform and abide by the covenants and obligations set forth in this Agreement are material
consideration for the Developer's commitment to perform and abide by the covenants and
obligations of the Developer contained in this Agreement. Additionally, the Parties acknowledge
that the post -closing terms of the Purchase Agreement may conflict with the terms of this
Agreement, and in the event of which, the Parties agree that the term of this Agreement shall
prevail. The Parties further acknowledge and agree that Developer's obligations under this
Agreement are hereby conditioned upon the execution and closing of the Loan Agreement. In the
event that subsequent negotiations by the Parties do not result in an executed Loan Agreement by
January 31, 2024, this Agreement shall become null and void.
3.2 The Project.
(a) The Developer will perform all necessary work to complete the
improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and
specifications to be approved by the City Planner, or his designee, pursuant to Section 3.5
("Submission of Plans and Specifications for Project") of this Agreement, which
improvements shall comply with all zoning and land use laws and ordinances.
(b) The Developer will expend the Private Investment to complete the Project
in accordance with the Project Plan attached hereto as Exhibit B and the plans and
specifications to be approved by the Commission pursuant to Section 3.5 ("Submission of
Plans and Specifications for Project") of this Agreement.
3.3 Timeframe for Completion. The Developer hereby agrees to complete the Project
as set forth in the Project Plan and any other obligations the Developer may have under this
Agreement by the completion date established in the Purchase Agreement, or otherwise agreed
between the Developer and the Commission, as may be modified due to unforeseen circumstances
and delays (the "Mandatory Project Completion Date"). The Developer further agrees the total
Project will be completed in accordance with the Project Plan attached hereto as Exhibit B.
Notwithstanding any provision of this Agreement to the contrary, the Developer's failure to
complete the Project or any other obligations the Developer may have under this Agreement by
the Mandatory Project Completion Date will constitute a default under this Agreement without
any requirement of notice of or an opportunity to cure such failure, and the Developer will be
required to repay all Funding Amounts received pursuant to the terms of the Loan Agreement,
except as otherwise provided in Section 6.1 of this Agreement.
3.4 Reporting Obligations
(a) Upon the letting of contracts for substantial portions of the Project and again
upon substantial completion of the Project, the Developer hereby agrees to report to the
Commission the number of local contractors and local laborers involved in the Project, the
amount of bid awards for each contract related to the Project, and information regarding
which contractor is awarded each contract with respect to the Project.
(b) On or before June 30 and December 31 of each year until substantial
completion of the Project, the Developer shall submit to the Commission a report, in the
format set forth as Exhibit 0, demonstrating the Developer's good -faith compliance with
the terms of this Agreement. The report shall include the following information and
documents: (i) a status report of the construction completed to date, (ii) an update on the
project schedule, (iii) an itemized accounting generally identifying the Private Investment
to date, and (iv) a status report of the number of jobs created for employment at the
Developer Property.
3.5 Submission of Plans and Specifications for Project. Promptly upon completion of
all plans and specifications for the Project, or changes thereto, and prior to the Commission's
expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City's
Executive Director Department of Community Investment, or his or her designee, who may
approve or disapprove said plans and specifications for the Project in his or her sole discretion and
may request revisions or amendments to be made to the same.
3.6 Non -Interference. Developer hereby agrees to use commercially reasonable efforts
to minimize disruption for those living and working near the Developer Property during
construction of the Project.
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3.7 Insurance. The Developer shall purchase and maintain comprehensive insurance
coverage as is appropriate for the work being performed with respect to the Project. The Developer
shall provide proof of such adequate insurance to the Commission and shall notify the Commission
and the City of any change in or termination of such insurance. During the period of construction,
the Developer shall maintain insurance in the kinds and for at least the minimum amounts as
described in Exhibit E attached hereto and the Commission and the City shall be named as
additional insureds on such policies (but not on any worker's compensation policies).
3.8 Information. The Developer agrees to provide any and all due diligence items with
respect to the Project reasonably requested by the Commission.
SECTION 4. COMMISSION'S OBLIGATIONS.
4.1 Generally. The Parties acknowledge and agree that the Developer's agreement to
perform and abide by the covenants and obligations set forth in this Agreement is material
consideration for the Commission's commitment to perform and abide by the covenants and
obligations of the Commission contained in this Agreement.
4.2 Cooperation. The Commission agrees to endorse and support the Developer's
efforts to expedite the Project through any required planning, design, permitting, waiver, and
related regulatory processes, provided, however, that the Commission will not be required to
expend any money in connection therewith.
4.3 Public Announcements Press Releases and Marketina Materials. The
Commission hereby agrees to coordinate all public announcements and press releases relating to
the Project with the Developer.
SECTION 5. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
5.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
settlement or final judgment including all appeals. Each Party shall select its own legal counsel;
however, Developer shall reimburse the Commission for its reasonable attorneys' fees associated
with the Commission's defense of this Agreement against a third -party lawsuit. In no event shall
the Commission be required to bear the fees and costs of the Developer's attorneys. The Parties
agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated,
rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by
the terms of this Section 5.1, which shall survive such invalidation, nullification, or setting aside.
SECTION 6. DEFAULT.
6.1 DefauIt. Any failure by either Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other Party, shall constitute a default under this Agreement. Any
notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
occurrence of a default under this Agreement, the non -defaulting Party may (a) terminate this
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Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel
specific performance) seeking remedies for such default. If the default is cured within thirty (30)
days after the notice described in this Section 6.1, then no default shall exist and the noticing Party
shall take no further action. In the event that the Developer fails (a) to complete the Project by the
Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by
the Mandatory Project Completion Date, Developer will be considered in default, and the
Developer will be required to repay all Funding Amounts received in accordance with the terms
of the Loan Agreement; provided, however, that so long as the Developer has completed that
portion of the Project consisting of the Affordable Units by the Mandatory Project Completion
Date, the Developer shall not be obligated to repay the $550,000.00 portion of the Funding Amount
attributable to the Affordable Units, and shall only be required to repay the remaining
$3,250,000.00 portion of the Funding Amount attributable to the Market Rate Units. Provided
further, the failure of the Developer to comply with the terms and provisions of this Agreement
related to the development of the Market Rate Units shall not constitute a default by the Developer
in connection with the Affordable Units provided that the Developer has constructed or has caused
the construction of the Affordable Units in accordance with this Agreement.
6.2 Force Majeure. Notwithstanding anything to the contrary contained in this
Agreement, none of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
restrictions imposed or mandated by governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environments regulations, contract defaults by
third parties, or similar basis for excused performance which is not within the reasonable control
of the Party to be excused (each, an event of "Force Majeure"). Upon the request of any of the
Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
as may be mutually agreed upon by all the Parties.
SECTION 7. NO AGENCY, JOINT VENTURE. OR PARTNERSHIP; CONFLICT OF
INTEREST; INDEMNITY.
7.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that:
(a) The Project is a private development;
(b) None of the Commission or the Developer has any interest or
responsibilities for, or due to, third parties concerning any improvements until such time,
and only until such time, that the Commission and/or the Developer expressly accepts the
same; and
(c) The Parties hereby renounce the existence of any form of agency
relationship, joint venture or partnership between the Commission and the Developer and
agree that nothing contained herein or in any document executed in connection herewith
shall be construed as creating any such relationship between the Commission and the
Developer.
Col
7.2 Conflict of Interest; Commission Re resentatives Not Individually Liable. No
member, official, or employee of the Commission or the City may have any personal interest,
direct or indirect, in this Agreement, nor shall any such member, official, or employee participate
in any decision relating to this Agreement which affects his or her personal interests or the interests
of any corporation, partnership, or association in which he or she is, directly or indirectly,
interested. No member, official, or employee of the Commission or the City shall be personally
liable to the Developer, or any successor in interest, in the event of any default or breach by the
Commission or for any amount which may become due to the Developer, or its successors and
assigns, or on any obligations under the terms of this Agreement. No partner, member, employee,
or agent of the Developer or successors of them shall be personally liable to the Commission under
this Agreement.
7.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the
Commission and the City from and against any third -party claims suffered by the Commission or
the City resulting from or incurred in connection with the Local Public Improvements or the
Project.
SECTION 8. MISCELLANEOUS.
8.1 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
of this Agreement shall continue in full force and effect unless amended or modified by mutual
consent of the parties.
8.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any
right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power, or privilege preclude any other or further
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.
8.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all
such other further instruments and documents as may be reasonably necessary to accomplish the
Project and the Local Public Improvements contemplated by this Agreement and to provide and
secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder.
Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated
by this Agreement may be required to be undertaken by persons, agencies, or entities that are not
a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals
(to the extent they have not yet been obtained and completed), and that any action by such third
parties shall require independent approval by the respective person, agency, entity, or governing
body thereof.
8.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or
conditions of this Agreement or otherwise concerning a dispute under this Agreement will be
commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an
alternative method of dispute resolution. The Parties acknowledge that disputes arising under this
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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.
8.5 Attomeys' Fees. In the event the Commission pursues any legal action (including
arbitration) to enforce or interpret this Agreement, Developer shall pay Commission's reasonable
attorneys' fees and other costs and expenses (including expert witness fees).
8.6 Equal Employment Qpportunily. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Project:
(a) The Developer will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The Developer agrees
to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause; and
(b) The Developer will state, in all solicitations or advertisements for
employees placed by or on behalf of the Developer, that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or national origin.
8.7 Counterparts. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute one and the
same instrument. Any electronically transmitted version of a manually executed original shall be
deemed a manually executed original.
8.8 Notices and Demands. Any notice, demand, or other communication required or
permitted under the terms of this Agreement may be delivered (a) by hand -delivery (which will be
deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Party's respective addresses
and representatives stated below.
Developer: RealAmerica Development, LLC
8250 Dean Road
Indianapolis, IN 46240
Attn: Ronda Shrewsbury
Legacy25, Inc.
8250 Dean Road
Indianapolis, IN 46240
Attn: Ronda Shrewsbury
With a copy to: Kuhl & Grant LLP
429 N. Pennsylvania Street, Suite 210
Indianapolis, IN 46204
Attn: Gareth W. Kuhl
Commission: South Bend Redevelopment Commission
1400S County -City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Executive Director,
South Bend Department of Community Investment
With a copy to: South Bend Legal Department
1200S County -City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
8.9 Governing Law. This Agreement is governed by and construed in accordance with
the laws of the State of Indiana.
8.10 Authori . Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
8.11 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties herein.
8.12 Assignment. The Developer's rights under this Agreement shall be personal to the
Developer and shall not run with the land. The Developer may not assign its rights or obligations
under this Agreement to any third party without obtaining the Commission's prior written consent
to such assignment, which the Commission may give or withhold in its sole discretion. In the
event the Developer seeks the Commission's consent to any such assignment, the Developer shall
provide to the Commission all relevant information concerning the identities of the persons or
entities proposed to be involved in and an explanation of the purposes for the proposed
assignment(s).
8.13 Further Assurances. The Parties agree that they will each undertake in good faith,
as permitted by law, any action and execute and deliver any document reasonably required to carry
out the intents and purposes of this Agreement.
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8.14 Exhibits. All exhibits described herein and attached hereto are incorporated into
this Agreement by reference.
8.15 Entire A eement. No representation, promise, or inducement not included in this
Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except
by mutual agreement of the Parties set forth in a written instrument signed by the Parties'
authorized representatives.
8.16 Time. Time is of the essence of this Agreement.
Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of
the Effective Date stated above.
SOUTH BEND REDEVELOPMENT
COMMISSION
�4�y)�X4
Marcia I. Jones, President
ATTEST:
Vivian Sallie, Secretary
RealAmerica Development, LLC
no
Ronda Shrewsbury, President and Owner
Legacy25, Inc.
Ronda Shrewsbury, President
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EXHIBIT A
Description of Developer Property
Tax ID No. 018-3015-056301
Parcel Key No. 71-08-12-305-001.000-026
Legal Description: Lots 55 56 & 57 & W 1/2 Vac Alley E & Adj & N 1/2 Vac Alley S & Adj
To Lot 57 Martins Addn
Commonly known as: 504 S. Lafayette Blvd., South Bend, Indiana 46601
Tax ID No. 018-3015-0578
Parcel Key No. 71-08-12-305-005.000-026
Legal Description: S 1/2 Lot 44 & 3 Ft N Side Lot 45 E 1/2 Vac Alley W & Adj Martins Add
Commonly known as: 511 S. Main St., South Bend, Indiana 46601
Tax ID No. 018-3015-0579
Parcel Key No. 71-08-12-305-006.000-026
Legal Description: 32 Ft N Side Lot 45 & E 1/2 Vac Alley W & Adj Martins Add
Commonly known as: 515 S. Main St., South Bend, Indiana 46601
Tax ID No. 018-3015-0580
Parcel Key No. 71-08-12-305-007.000-026
Legal Description: 31 Ft Sside Lot 45 & N 1/2 Vac Alley So. & Adj & E 1/2 Vac Alley W &
Adj Martins Add
Commonly known as: 517 S. Main St., South Bend, Indiana 46601
Tax ID No. 018-3015-0563
Parcel Key No. 71-08-12-305-008.000-026
Legal Description: S 1/2 Lot 44 & 3 Ft N Side Lot 45 E 1/2 Vac Alley W & Adj Martins Add
Commonly known as: 520 S. Lafayette Blvd., South Bend, Indiana 46601
Tax ID No. 018-3015-0581
Parcel Key No. 71-08-12-305-009.000-026
Legal Description: Lot 46 47 48 1/2 Vac All No. & Adj & E 1/2 Vac Alley W & Adj Martins
Addition
Commonly known as: Northwest corner of S. Main St. and W. South St., South Bend, Indiana
46601
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EXHIBIT B
Project Plan
The Developer will complete the following work in accordance with the terms and
conditions of this Agreement and in compliance with all applicable laws and regulations:
The Developer will construct a new development which includes three (3) new residential
buildings, specifically:
• A new residential apartment building containing at least seventy thousand (70,000)
square feet, which shall include a minimum of sixty (60) total apartment units, of
which all sixty (60) apartment units will be exclusively available for tenants at
eighty percent (80%) or lower of the area median income ("AMI");
• A second new residential apartment building containing at least fifty thousand
(50,000) square feet, which shall include a minimum of forty-five (45) total market -
rate apartment units; and
• A third new residential apartment building containing at least fifty thousand
(50,000) square feet, which shall include a minimum of forty-five (45) total market -
rate apartment units.
The Project will not be considered substantially complete until the Developer obtains a Certificate
of Occupancy for all portions of the Developer Property.
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EXHIBIT C
Description of Local Public Improvements
Local Public Improvements will include site work and improvements in support of the
construction of the Project as agreed upon between the Parties, in accordance with all applicable
laws and regulations.
The Developer shall have the sole responsibility to fund any and all costs associated with
the Local Public Improvements that exceeds the Funding Amount.
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EXHIBIT D
Form of Report to Commission
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City of South Bend
Department of Community Investment
Answer the below questions and return to the Department of Community Investment.
Project Information
Project Name:
Address:
Construction Completed to Date:
Project Schedule Update:
Itemized Accounting of Private Investment to Date:
Number of Jobs Created:
Name:
Address:
Position:
Email:
Signature:
Date:
EXHIBIT E
Minimum Insurance Amounts
A. Worker's Compensation
1. State Statutory
2. Applicable Federal Statutory
3. Employer's Liability $100,000.00
B. Comprehensive General Liability
1. Bodily Injury
a. $5,000,000.00 Each Occurrence
b. $5,000,000.00 Annual Aggregate Products
and Completed Operation
2. Property Damage
a. $5,000,000.00 Each Occurrence
b. $5,000,000.00 Annual Aggregate
C. Comprehensive Automobile Liability
1. Bodily Injury
a. $500,000.00 Each Person
b. $500,000.00 Each Accident
2. Property Damage
a. $500,000.00 Each Occurrence