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HomeMy WebLinkAbout11.14.24 RDC Full Packet South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, November 14, 2024 – 9:30 a.m. BPW Conference Room 13th Floor or https://tinyurl.com/RDC-Meeting-2T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of October 24, 2024 3. Approval of Claims A. Claims Allowance 10.29.2024 4. Old Business A. None 5. New Business A. Redevelopment Fund (a.k.a. Pokagon Fund) 1. Fourth Amendment to Agreement (Redevelopment Supervisory Services) 2. Sixth Amendment to Agreement (Engineering Services) B. River West Development Area 1. Resolution No. 3616 (Establishing Minimum Bid 214 W. Wayne St.) 2. Approve Bid Specifications (214 W. Wayne St.) 3. Notice of Intended Disposition (214 W. Wayne St.) 4. Development Agreement (321 W. Wayne St.) 5. Purchase Agreement (Stoic Beverages) 6. Resolution No. 3619 (Authorizing Staff Sherrif Sale Bid) C. River East Development Area 1. Second Amendment to Purchase Agreement (Former Firehouse #9) D. Administrative 1. Resolution No. 3617 (Authorizing DCI Staff for Administrative Acts) 2. Resolution No. 3618 (Staff Authority for Property Contracts Related Services) 3. Resolution No. 3620 (Adopting 2025 Annual Spending Plan) 4. Resolution No. 3610 (Commendation for Marcia Jones) South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Page 2 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Monday, November 25, 2024 due to the Thanksgiving Holiday week, at 9:30 a.m. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES October 24, 2024, at 9:30 a.m. BPW Conference Room, 13th Floor, County-City Building https://tinyurl.com/RDC-Meeting-4T The South Bend Redevelopment Commission was called to order at 9:30 a.m. President Troy Warner presiding. 1. ROLL CALL Members Present: Troy Warner, President David Relos, Vice President Vivian Sallie, Secretary Members Absent: Eli Wax, Commissioner Leslie, Wesley, Commissioner Legal Staff: Danielle Campbell Weiss, Asst. City Attorney Sandra Kennedy, Corporation Council - Virtual Redevelopment Staff: Caleb Bauer, Exec. Director, DCI Sarah Schaefer, Deputy Director, DCI Erik Glavich, Director of Growth and Opportunity, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI Tim Corcoran, Chief Planner, DCI Chris Dressel, Senior Planner, DCI Laura Hensley, Board Secretary, DCI Others Present: Jitin Kain, Assistant Director of Public Works Murray Miller, 23698 Western Ave. Daniel Hochstetter, WNDU Mark Peterson, WNDU Tina Patton, Cross Community Inc. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 2 Dee Johnson, Peak Consulting Ophelia Gooden-Rodgers, Councilwoman Co.-City Bldg. Barbara Dale, Sustainability Thomas Gryp, Virtual 2. Approval of Minutes A. Approval of Minutes of the Executive Session of September 12, 2024 Upon a motion by Vivian Sallie for approval, second by Troy Warner, the motion carried unanimously; the Commission approved the minutes of the executive session meeting of September 12, 2024. B. Approval of Minutes of the Regular Meeting of October 10, 2024 Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved the minutes of the regular meeting of October 10, 2024. 3. Approval of Claims A. Claims Allowances 10.8.2024 B. Claims Allowances 10.15.2024 Upon a motion by David Relos for approval second by Troy Warner, the motion carried unanimously; the Commission approved the claims allowances of October 24, 2024. 4. Old Business A. None 5. New Business A. River West Development Area 1. Budget Request (SB Chocolate Dinosaur Museum Traffic Impact Study) Charlotte Brach, Senior Engineer, presented a budget request for $14,000 for a traffic analysis. The initial traffic impact study with Hanson stated that the signal was warranted and INDOT asked for an additional study done at the 4-way interchange at the Olive Rd. intersection. Dee Johnson asked if nearby businesses will be impacted. Ms. Brach stated that Engineering is looking at this and will CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 3 be addressed with the analysis and no timeframe is established yet. INDOT would also need to be approved, and more follow-ups will be presented in the future. Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the budget request as presented on October 24, 2024. 2. Lease Agreement (Main/Wayne Parking Garage & SB Bike Garage Inc.) Erin Michaels, Property Development Manager, presented a lease agreement for the Main/Wayne Parking Garage retail space at 119 W. Wayne St. The agreement will be with the South Bend Bike Garage, a nonprofit organization currently located at old St. Joe High School building and their mission is to “get more people on bikes”. The term of the agreement is an 18-month term without rent, an option to renew the lease after the first term for two (2) years and rent will be negotiated at that time. They will operate the garage out of this 1,680 square foot space. The floor plan and photos were shared with the Commission. Commissioner Relos asked about the specific location of the space and Ms. Michaels explained it is the smaller (eastern) portion. Karen Hahn, Board Member for the Bike Garage stated that all of the volunteers receive no compensation, and they will be losing their current location. They give away free bikes to kids and rely on donations. They provide an “earn a bike program” as well as an elementary school program to help kids learn to ride and a junior mechanic program. Commissioner Sallie asked if they had plans to renovate and Ms. Hahn stated they have plans to paint the ceiling, floors and possibly murals. Commissioner Relos asked about utilities since the space has been vacant for decades and Ms. Michaels stated that would need to be investigated as well as the restrooms. Commissioner Sallie asked about insurance. Ms. Hahn stated that they currently have insurance and Danielle Campbell Weiss, Assistant City Attorney, stated that this is also a term of the lease agreement. Commissioner Warner asked if the approved budget request from the October 10th meeting for the attached parking garage had additional portions for the larger western space. Caleb Bauer, Executive Director of Community Investment, explained that the elevators are being looked at for repairs, and the basement space and the larger space would be good to eventually occupy. He stated that this space is not very marketable in its current condition and the bike garage is a good way to activate this retail space. Commissioner Relos commended Karen Hahn for her community service. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 4 Upon a motion by Vivian Sallie for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the lease agreement as presented on October 24, 2024. 3. Second Amendment (Tree Nursery Agreement) Joseph Molnar, Assistant Director of Growth & Opportunity, presented a second amendment agreement. In 2017 the RDC and Parks Board established a scattered lot urban tree nursery program near Lincoln Park neighborhood. Currently new locations are needed and for economic reasons, one site would be a better use of resources. This amendment would discontinue the scattered sites and move trees without taking them prematurely and will plant and maintain the new urban tree nursery program and assume all expenses and fees related to the nursery. Mr. Molnar presented an aerial view of the proposed site called the Half Moon lot in Ignition Park. Barbara Dale, Project Manager with the Office of Sustainability stated she worked on the USDA US Forest Service, Urban and Community Forestry grant that the city received for $1.87 million to expand our Urban Tree nursery program. Ms. Dale recommends changing the scope of the original agreement to condense and improve the efficiency of the program. Tina Patton wanted to clarify, are the trees being taken away from disadvantaged areas. Mr. Molnar stated that in the past, the trees were planted on vacant lots and now they will be consolidated to one place to allow for housing development and trees could be available and planted in these areas and low urban tree canopy neighborhoods. Ms. Dale confirmed that they are not taken away from disadvantaged areas. Caleb Bauer stated that, the goal is, instead of growing the trees in small lots all over the city and then having people go and eventually move them off those lots, we're consolidating the young trees into one area. Once they're at a maturity level, they can be made available to residents as part of Venues, Parks and Arts tree program or as part of the USDA program, making trees more broadly available to residents. Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the second amendment as presented on October 24, 2024. 4. Budget Request (Continental Divide Trail) Tim Corcoran, Chief Planner, presented a budget request for $150,000 to support a joint County-City initiative. This professional service will explore the feasibility of a shared use trail on the West side of South Bend called the Continental Divide Trail. Commissioner Relos asked CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 5 where this is being proposed and Mr. Corcoran explained, it is West of the South Bend Dinosaur Museum running North and South near the chain of lakes. Mr. Corcoran explained the County will be funding $300,000 and the City $150,000. Commissioner Warner asked about the breakdown of funding and Caleb Bauer, Executive Director of Community Investment stated that not knowing the exact route of the trail, the primary location is in the county and will potentially run into the city limits. Commissioner Warner asked if the state would help with funding and Mr. Bauer stated that there will be higher levels of government involvement just like the Coal Line Trail. There could be various networking points from Potato Creek to New Carlisle in the future. Dee Johnson asked to clarify, what the $150,000 if for? Mr. Bauer said, to work on a viable route for the potential trail system and its impact on properties, seeking service providers, and providing the request for proposals documents. Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the budget request as presented on October 24, 2024. 5. Resolution No. 3614 (SBCSC Bendix Site) President Troy Warner proposed items 5A5-7 be presented together. The Commissioners agreed. Joseph Molnar, Assistant Director of Growth & Opportunity, presented Resolution No. 3614, Bid Specifications, and the Notice of Intended Disposition for the 5-acre Lot 2 on Bendix Dr. Staff pledged to bring the lot forward for disposition if another site was selected. The old Cleveland Rd. site was approved at the October 10th meeting. Per state law, the minimum bid is $277,750 (average of two appraisals), bids due November 25, 2024, emphasis placed on compatibility with surrounding neighborhoods, and self-storage facilities, car washes, and/or gas stations will not be considered. Commissioner Sallie asked if there had been any interest in the property and Mr. Molnar stated there were interested parties in the beginning and the city would reach out to those individuals first. Tina Patton asked how individuals would know about the disposition and if local contractors would be contacted. Mr. Molnar explained the bid specification packets will be placed on the city website as well as an ad that will be posted in the South Bend Tribune per state ordinance and all interested parties have the same opportunity. Councilwoman Ophelia Gooden-Rodgers asked where the location was, and Mr. Molnar stated that it’s on Bendix Drive and it’s South of Nimz Parkway and North of the South Bend School Systems bus depot and is zoned high industrial. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 6 Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the Resolution as presented on October 24, 2024. 6. Bid Specifications (SBCSC Bendix Site) Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the bid specifications as presented on October 24, 2024. 7. Notice of Intended Disposition (SBCSC Bendix Site) Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the notice of intended disposition as presented on October 24, 2024. 8. Budget Request (City Hall & Leighton Renovations) includes REDA, SSDA & RERDA Jitin Kain, Deputy Director of Public Works, presented the budget request for $900,000 for the renovations of the former South Bend school corporation building to become the new city hall which will include full upgrades of the elevator, mechanicals, plumbing, electrical, and office spaces. $330,000 will be reimbursed back to the Commission after the last quarter’s appropriations in December. Troy Warner asked about the bids process and Mr. Kain explained that the bids have gone out and we expect to receive an award in approximately two weeks and hope to begin work in November 2024. Completion should take approximately nine months. Commissioner Relos asked about the Leighton portion and Mr. Kain stated that there will be an annex where future other city offices can be located. Commissioner Sallie asked about all of the city workers being at one location and Caleb Bauer stated the there is more consolidation with city hall than currently exist today. Commissioner Relos asked about municipal utilities and Mr. Kain stated that there will be a one-stop- shop for residents at the new city hall and the bulk of public interests will now be in one location with parking in the parking garage as well as on the street. Upon a motion by David Relos for approval, seconded by Troy Warner, the motion carried unanimously; the Commission approved the budget request as presented on October 24, 2024. 9. Resolution No. 3615 & Purchase Agreement (Elwood Shopping Plaza) CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 7 Caleb Bauer, Executive Director of Community Investment, requests approval for Resolution No. 3615 for a property acquisition for the Elwood Shopping Plaza at 1302 Elwood Ave. an 8.6-acre site, currently zoned as NC-Neighborhood Center. The proposed purchase price will be $1,400,000. Appraisals have been completed and the average is $907,000. The site is East of the Drewrys Brewery site where there is active cleanup work going on now. Mr. Bauer explained that, we are currently seeking federal funding through the EPA Community Change grant for the full redevelopment of the Drewrys site and if we were awarded that funding, that could provide up to $20 million for the redevelopment of that site. Mr. Bauer explains that the format of the request is an assignment and assumption. The Redevelopment Commission will be assigned a purchase agreement between Blair Adams Ret and Elwood Shopping Center LLC. Mr. Tom Gryp is affiliated with Blair Adams Ret and has negotiated with the owners and brought the agreement to the Redevelopment Commission to become the purchaser and would reimburse the earnest cost of $25,000. Mr. Bauer showed a conceptual plan for what the site might look like in the future, new affordable housing, revitalized Muessel Grove Park and a reimagined Elwood Shopping Plaza. Tom Gryp stated that his actions have nothing to do with the Notre Dame Federal Credit Union and it is his personal passion to help the city reclaim this corner. He stated that ever since the Martin family sold this property to the Spiegel company, he has been trying to get it back in the hands of local control. His hope is to get the signed agreement soon and to sign it over to the city at cost. Mr. Gryp is excited for this development as it will improve this corner as well as Portage Ave. going North and be the trigger that breathes life into that area. Commissioner Relos asked if the grant would include this area. Mr. Bauer stated that the potential grant award will focus primarily on the Drewry site, however, will set up other potential funding and other grant opportunities for Phase II of the Elwood Shopping Plaza piece. Mr. Relos also inquired about housing and that was confirmed. Commissioner Warner suggested that the retail portion may lend itself to the Lilly Endowment grant. Mr. Bauer also stated that the total site is about 28-acres not including Muessel Park with a potential of 130-140 housing units as part of the EPA grant. Tina Patton suggested a church and grocery store in the conceptual plans to support the future housing and community. Mr. Bauer agreed that all support services such as grocery store, childcare, mental health assistance, health care and those types of amenities would be a priority. Commissioner Warner asked about a possible fit for the United Way Center and Mr. Bauer stated it could be possible. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 8 Upon a motion by Vivian Sallie for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the property acquisition as presented on October 24, 2024. 10. Resolution No.3611 (Amending TIF District) Chris Dressel, Senior Planner presented the amended 2024 TIF District Adjustments request with all of the sites suggested by the Commission at the last meeting with one extra. Mr. Dressel explained with an illustration of each area and all of the added parcels. Mr. Dressel stated that we are able to stay on the timeline proposed. Commissioner Warner asked to give a brief explanation of what TIF expansion looks like for residents. Tim Corcoran, Chief Planner, explained that the expansion of TIF Districts allows the city to use redevelopment funds to support infrastructure projects, redevelopment of properties such as parks, fire department, etc. This does not change the tax base of the properties. Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the Resolution as presented on October 24, 2024. B. River East Development Area 1. Resolution No.3612 (Amending TIF District) Upon a motion by Vivian Sallie for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the Resolution as presented on October 24, 2024. C. South Side Development Area 1. Resolution No.3613 (Amending TIF District) Upon a motion by David Relos for approval, seconded by Vivian Sallie, the motion carried unanimously; the Commission approved the Resolution as presented on October 24, 2024. 6. Progress Reports A. Tax Abatement Joseph Molnar, Assistant Director of Growth & Opportunity, presented three (3) tax abatements. At the October 14th Common Council meeting, CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – October 24 , 2024 9 the Council adopted a confirming resolution which grants an 8-year tax abatement for Property Bros. LLC and supports the next phase of the legacy project. The Council also adopted 2 declaratory resolutions, the first being 10-year mixed use property tax abatement with Historic Hearthstone LLC for the property at 321 W. Wayne St, the estimated private investment for that project is $10.5 million for office space. The Council also approved a 9-year hotel motel, real property tax abatement for AST111 Corporation, which is the owner of the DoubleTree Hotel on Martin Luther King Drive. The owners would like to begin a $9.2 million renovation of that hotel, and they hope to begin that in February. At the next council meeting, DCI staff will present confirming resolutions for Hearthstone LLC and AST111 Corp. B. Common Council None C. Other None 7. Next Commission Meeting Thursday, November 14, 2024, 9:30 a.m. 8. Adjournment Thursday, October 24, 2024, 10:45 a.m. ______________________________ ______________________________ Vivan 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:Tuesday, October 29, 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-0092135 $754,612.80 GBLN-0092592 $10,016.75 GBLN-0000000 $0.00 Total:$764,629.55 _______________________________ 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: DANCH HARNER & V-00000434 ASSOCIATES INC 7144508 River West - TIF Legal Description 10/30/2024 $1,866.68 324-10-102-121-431001-- PROJ00000568 PO-0034099 Payment method: Voucher: CHK-Total RDCP-00032418 Payment date: 10/22/2024 Vendor# V-00000918 Name JONES PETRIE RAFINSKI Invoice# 49941 Line description Four Winds Field Renovation and Expansion Due date 10/31/2024 Invoice amount $225,237.50 Financial dimensions 324-10-102-121-444000-- PROJ00000454 Purchase order PO-0024886 Payment method: Voucher: CHK-Total RDCP-00032419 Payment date: 10/22/2024 Vendor# V-00001012 Name LOCHMUELLER GROUP INC Invoice# 51635 Line description Seitz Park Project - Amendment #3 Inspection Services Due date 8/29/2024 Invoice amount $16,608.21 Financial dimensions 436-10-102-121-444000-- PROJ00000079 Purchase order PO-0007779 V-00001012 LOCHMUELLER GROUP INC 515853 Seitz Park Project - Amendment #3 Inspection Services 10/30/2024 $18,125.13 436-10-102-121-444000-- PROJ00000079 PO-0007779 Payment method: Voucher: Payment date: CHK-Total RDCP-00032420 10/22/2024 Vendor# Name Invoice# Line description Due date Invoice amount Financial dimensions Purchase order NEAR NORTHWEST NEIGHBORHOO 433-10-102-123-439300-- V-00001188 D 8262024 Financial Empowerment Center Model 10/31/2024 $5,509.15 PROJ00000565 PO-0033403 Payment method: Voucher: Payment date: CHK-Total RDCP-00032421 10/22/2024 Expenditure approval RDC Payments-10/29/24 Pymt Run GBLN-0092582 Payment method: Voucher: Payment date: CHK-Total RDCP-00032615 10/29/2024 Vendor# Name CHRISTOPHER BURKE ENGINEERING Invoice# Line description Due date Invoice amount Financial dimensions 429-10-102-121-439018-- Purchase order V-00000332 LLC 35482 YMCA Northside Demolition/Clearance - YMCA SWPPP 11/2/2024 $1,652.50 PROJ00000564 PO-0033210 Payment method: Voucher: CHK-Total RDCP-00032616 Payment date: 10/29/2024 Vendor# Name Invoice# Line description Due date Invoice amount Financial dimensions Purchase order V-00001500 SHREWSBERRY 21339774 SRTS Our Lady of Hungary Neighborhood 10/28/2024 $50.00 324-10-102-121-431000-- PROJ00000339 PO-0016703 Payment method: Voucher: CHK-Total RDCP-00032617 Payment date: 10/29/2024 Vendor# Name Hanson Professional Invoice# Line description Due date Invoice amount Financial dimensions 324-10-102-121-431000-- Purchase order V-00004725 Services Inc Hanson Professional ARIV1009554 SBCC Traffic Impact Study 11/8/2024 $1,850.00 PROJ00000462 324-10-102-121-431000-- PO-0027207 V-00004725 Services Inc ARIV1009458 SBCC Traffic Impact Study 11/3/2024 $1,892.00 PROJ00000462 PO-0027207 Payment method: Voucher: ACH-Total RDCP-00032618 Payment date: 10/29/2024 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DAT E : 11/6/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Two Administrative Resolutions, Two Administrative Amendments Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 Four Administrative Updates SPECIFICS: Staff of the RDC are proposing four (4) administrative updates for approval, detailed below: 1.Setting Procedures for Contracts for Property Related Services. This resolution establishes which City staff are authorized to initiate contracts for services on behalf of the RDC. All contracts initiated by Staff must be related to property the RDC owns, is interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose. The resolution also sets a maximum amount for each respective service. 2.Appointing Authorized Representatives to Conduct Certain Administrative Acts Related to Property. This resolution establishes which City staff are authorized to perform on behalf of the Commission administrative acts related to the RDC’s owning, managing, leasing, and selling of property. 3.Fourth Amendment to Redevelopment Supervisory Services Agreement. This Fourth Amendment updates the fees for services which the RDC pays to the City General Fund for the work of City staff whose primary responsibilities are heavily related to RDC related activities. The total equates to One Hundred Thirty-Two Thousand One Hundred and Fifty-Seven Dollars ($132,157.00.00). 4.Sixth Amendment to Engineering Services Agreement 2024. This Sixth Amendment updates the fees for engineering services performed by City employed engineers on projects related to RDC. The total equates to Two Hundred One Thousand One Hundred Sixty Dollars ($201,160.00). Staff recommends approval of all four (4) items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 FOURTH AMENDMENT TO REDEVELOPMENT SUPERVISORY SERVICES AGREEMENT This Fourth Amendment to Redevelopment Supervisory Services Agreement (this “Fourth Amendment”) is made effective as of January 1, 2024 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (the “Commission”), and the City of South Bend, Indiana, an Indiana municipal corporation, acting by and through the City of South Bend, Indiana Board of Public Works (the “Provider”). RECITALS A.The Commission and the Provider entered into a Redevelopment Supervisory Services Agreement dated January 12, 2017, as amended by a First Amendment to Redevelopment Supervisory Services Agreement dated March 13, 2018, a Second Amendment to Redevelopment Supervisory Services Agreement dated effective January 1, 2020, and a Third Amendment to Redevelopment Supervisory Services Agreement dated effective January 1, 2023 (together, the “Services Agreement”), for the provision of supervisory services to the Commission in relation to the Commission’s Projects (as defined in the Services Agreement). B.The Commission and the Provider wish to amend the Services Agreement as set forth in this Fourth Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this Fourth Amendment and the Services Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1.As of the Effective Date, Section 4.A. of the Services Agreement shall be deleted in its entirety and replaced with the following: A.Fees for Services. The Provider will render the Requested Services to the Commission through the work of the Provider’s employees holding the position titles “Executive Director of Community Investment,” "Director of Growth & Opportunity," “Assistant Director of Growth & Opportunity,” and "Property Development Manager." Commencing on the Effective Date, the Annual Fee shall be one-fourth (¼) the maximum payable salary for the Executive Director of Community Investment, one-fourth (¼) the maximum payable salary for the Director of Growth & Opportunity, one-half (½) the maximum payable salary for the Assistant Director of Growth & Opportunity, and one-half (½) the maximum payable salary for the Property Development Manager as set forth in the applicable annual City salary ordinance, which, as of the Effective Date, equates to a total of One Hundred Thirty-Two Thousand One Hundred Fifty-Seven Dollars ($132,157.00.00). 2 2. Section 5 of the Agreement shall be deleted in its entirety and replaced with the following: SECTION 5. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall terminate in accordance with Section 6 of this Agreement or upon the parties’ mutual agreement. If not terminated under Section 6 of this Agreement or by the parties’ mutual agreement, this Agreement shall automatically renew on an annual basis. 3. Unless expressly modified by this Fourth Amendment, the terms and provisions of the Services Agreement remain in full force and effect. 4.Capitalized terms used in this Fourth Amendment will have the meanings set forth in the Services Agreement unless otherwise stated herein. 3 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Redevelopment Supervisory Services Agreement to be effective as of the Effective Date stated above. CITY OF SOUTH BEND, INDIANA SOUTH BEND REDEVELOPMENT BOARD OF PUBLIC WORKS COMMISSION __________________________________ __________________________________ Elizabeth Maradik, President Troy Warner, President __________________________________ __________________________________ Joseph Molnar, Vice President Vivian G. Sallie, Secretary __________________________________ Date: ____________________________ Breana Micou, Member __________________________________ Gary Gilot, Member __________________________________ Murray Miller, Member ATTEST: __________________________________ Theresa Heffner, Clerk Date:______________________________ South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DAT E : 11/6/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Two Administrative Resolutions, Two Administrative Amendments Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 Four Administrative Updates SPECIFICS: Staff of the RDC are proposing four (4) administrative updates for approval, detailed below: 1.Setting Procedures for Contracts for Property Related Services. This resolution establishes which City staff are authorized to initiate contracts for services on behalf of the RDC. All contracts initiated by Staff must be related to property the RDC owns, is interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose. The resolution also sets a maximum amount for each respective service. 2.Appointing Authorized Representatives to Conduct Certain Administrative Acts Related to Property. This resolution establishes which City staff are authorized to perform on behalf of the Commission administrative acts related to the RDC’s owning, managing, leasing, and selling of property. 3.Fourth Amendment to Redevelopment Supervisory Services Agreement. This Fourth Amendment updates the fees for services which the RDC pays to the City General Fund for the work of City staff whose primary responsibilities are heavily related to RDC related activities. The total equates to One Hundred Thirty-Two Thousand One Hundred and Fifty-Seven Dollars ($132,157.00.00). 4.Sixth Amendment to Engineering Services Agreement 2024. This Sixth Amendment updates the fees for engineering services performed by City employed engineers on projects related to RDC. The total equates to Two Hundred One Thousand One Hundred Sixty Dollars ($201,160.00). Staff recommends approval of all four (4) items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 SIXTH AMENDMENT TO ENGINEERING SERVICES AGREEMENT This Sixth Amendment to Engineering Services Agreement (this “Sixth Amendment”) is made effective as of January 1, 2024 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (the “Commission”), and the Civil City of South Bend, an Indiana municipal corporation, acting by and through the South Bend Board of Public Works (the “Provider”). RECITALS A.The Commission and the Provider entered into that certain Engineering Services Agreement dated November 22, 2016, as amended by the First Amendment to Engineering Services Agreement dated April 13, 2017, the Second Amendment to Engineering Services Agreement dated March 13, 2018, a Third Amendment to Engineering Services Agreement dated April 25, 2019, a Fourth Amendment to Engineering Services Agreement dated effective January 1, 2020, and a Fifth Amendment to Engineering Services Agreement dated effective January 1, 2023 (collectively, the “Services Agreement”), for the provision of engineering services to the Commission in relation to the Commission’s Projects (as defined in the Services Agreement). B.The Commission and the Provider wish to amend the Services Agreement to extend the term of the Services Agreement and provide for automatic renewal on an annual basis, commencing on the Effective Date as set forth in this Sixth Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this Sixth Amendment and the Services Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1.As of the Effective Date, Section 4.A. of the Services Agreement shall be deleted in its entirety and replaced with the following: A.Fees for Services. The Provider will render the Requested Services to the Commission through the work of the Provider’s employees holding the position titles “Assistant City Engineer,” "Senior Engineer," and "Project Engineer." As compensation for the Requested Services, the Commission agrees to pay the Provider a flat fee for each respective calendar year during which this Agreement is in effect (the “Annual Fee”). Commencing on the effective date, the Annual Fee shall be the maximum payable salary for one (1) Assistant City Engineer, the maximum payable salary of one (1) Senior Engineer, and one-fourth (¼) the maximum payable salary for one (1) Project Engineer as set forth in the applicable annual City salary ordinance, which, as of the Effective Date, equates to a total of Two Hundred One Thousand One Hundred Sixty Dollars ($201,160.00). 2 2.Section 5 of the Agreement shall be deleted in its entirety and replaced with the following: SECTION 5. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall terminate in accordance with Section 6 of this Agreement or upon the parties’ mutual agreement. If not terminated under Section 6 of this Agreement or by the parties’ mutual agreement, this Agreement shall automatically renew on an annual basis. 3.Unless expressly modified by this Sixth Amendment, the terms and provisions of the Services Agreement remain in full force and effect. 4.Capitalized terms used in this Sixth Amendment will have the meanings set forth in the Services Agreement unless otherwise stated herein. 3 IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment to Engineering Services Agreement to be effective as of the Effective Date stated above. SOUTH BEND BOARD OF PUBLIC WORKS __________________________________ __________________________________ Elizabeth Maradik, President Gary Gilot, Member __________________________________ __________________________________ Joseph Molnar, Vice President Murray Miller, Member __________________________________ Breana Micou, Member ATTEST: __________________________________ Theresa Heffner, Clerk Date:________________________ SOUTH BEND REDEVELOPMENT COMMISSION _________________________________ Troy Warner, President ATTEST: _________________________________ Vivian G. Sallie, Secretary Date:__________________________ South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 11/14/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Disposition of 214 W. Wayne St Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Begin Disposition Process of 214 W. Wayne St. SPECIFICS: The Redevelopment Commission (RDC) acquired 214 W. Wayne St. (the “Property”) through a certain Real Estate Purchase Agreement executed on November 15, 2023 for the sum of $200,000.00. Staff believe this property is a prime redevelopment opportunity for the Downtown area. The attached three documents – Bid Specifications, Noticed of Intended Disposition, and Resolution establishing offering price – are the beginning of the process for the property to be redeveloped and set the following conditions for a bid on the Property: - $226,000.00 minimum bid (average of two appraisals) -All bids will be due by 9:00 a.m. on December 12, 2024 and opened publicly at the RDC meeting on December 12, 2024 -During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. This parcel is currently a parking lot for City employees but will no longer be needed once the staff move to the new City Hall building in 2025. Staff requests approval of all three items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3616 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION ESTABLISHING THE OFFERING PRICE OF PROPERTY IN THE RIVER WEST DEVELOPMENT AREA WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the City of South Bend, Indiana, Department of Redevelopment, exists and operates pursuant to I.C. 36-7-14 (the “Act”); and WHEREAS, the Commission may dispose of real property in accordance with Section 22 of the Act; and WHEREAS, the real property identified at Exhibit A attached hereto and incorporated herein (the "Property") has been appraised by two qualified, independent, professional real estate appraisers and a written and signed copy of their appraisals is contained in the Commission’s files; and WHEREAS, each such appraisal has been reviewed by a qualified Redevelopment staff person, and no corrections, revisions, or additions were requested by such reviewer. NOW, THEREFORE, BE IT RESOLVED by the Commission, pursuant to Section 22 of the Act, that based upon such appraisals, the offering price of the Property described at Exhibit A is hereby established as stated therein, which amount is not less than the average of the two appraisals, and all documentation related to such determination is contained in the Commission’s files. IT IS FURTHER RESOLVED that all notices and other actions required by Section 22 of the Act be performed in order to effectuate the disposal of the Property. ADOPTED at a meeting of the South Bend Redevelopment Commission held on November 14, 2024 at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ____________________________ Troy Warner, President ATTEST: ____________________________ Vivian G. Sallie, Secretary EXHIBIT A TO RESOLUTION NO. ____ Offering Sheet Property Size Minimum Offering Price Proposed Re-Use Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend 018-3008-0251 71-08-12-160-001.000- 026 Commonly Known As 214 W. Wayne St. Site: 0.52 acres $226,000.00 Projects that are permitted within the DT Downtown zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the goals and objectives of the River West Development Area and the surrounding businesses and neighborhood. South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 11/14/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Disposition of 214 W. Wayne St Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Begin Disposition Process of 214 W. Wayne St. SPECIFICS: The Redevelopment Commission (RDC) acquired 214 W. Wayne St. (the “Property”) through a certain Real Estate Purchase Agreement executed on November 15, 2023 for the sum of $200,000.00. Staff believe this property is a prime redevelopment opportunity for the Downtown area. The attached three documents – Bid Specifications, Noticed of Intended Disposition, and Resolution establishing offering price – are the beginning of the process for the property to be redeveloped and set the following conditions for a bid on the Property: - $226,000.00 minimum bid (average of two appraisals) -All bids will be due by 9:00 a.m. on December 12, 2024 and opened publicly at the RDC meeting on December 12, 2024 -During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. This parcel is currently a parking lot for City employees but will no longer be needed once the staff move to the new City Hall building in 2025. Staff requests approval of all three items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Bid Specifications & Design Considerations Sale of Redevelopment Owned Property Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend Tax ID: 018-3008-0251 / Commonly Known As: 214 W. Wayne St. River West Development Area 1.All of the provisions of I.C. 36-7-14-22 will apply to the bidding process. 2.All offers must meet the minimum price listed on the Offering Sheet (page 7). 3.Proposals for redevelopment are required to be for projects that are permitted within the DT Downtown zoning designation. All proposals must conform to the existing zoning provisions as outlined in the South Bend Zoning Ordinance Title 21 of the City of South Bend Municipal Code. Proposals for the reuse of the property must include a basic reuse plan for the site and a project timeline detailing aspects of the site redevelopment and site improvements. During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. 4.Bidders are prohibited from the use of the property for speculation or land-holding purposes. 5.All other provisions of the River West Development Area Development Plan must be met. Proposal Documents and Forms for Property Disposition City of South Bend Redevelopment Commission Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend Commonly Known As: 214 W. Wayne St. Parcel ID 71-08-12-160-001.000-026 River West Development Area City of South Bend James Mueller Mayor Caleb Bauer Executive Director Department of Community Investment Sandra Kennedy Corporation Counsel Redevelopment Commission Troy Warner President Dave Relos Vice-President Vivian G. Sallie Secretary Eli Wax Member Bidding Expires at 9:00 a.m. (local time) on- December 12, 2024 1 Index of Documents Proposal Documents 1.Instructions to Applicants 2 2.Offering Sheet 7 3.Property Tax Number(s)8 4.Disposition Property Map 9 5.Bid Specifications & Design Considerations 10 6.Legal Notice 11 7.Resolution Regarding Prevailing Wage Rates 12 Proposal Forms 1. Proposal 1 2.Statement of Qualifications and Financial Responsibility 3 3.Statement for Public Disclosure 7 4.Affidavit of Non-Collusion 9 2 Instructions to Applicants The South Bend Redevelopment Commission (“Commission”) invites proposals for the purchase and re-use of certain real property with a legal description of Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend, commonly known as 214 W. Wayne St., within the River West Development Area, South Bend, Indiana. The Proposal Documents provide Applicants with essential information regarding the Disposition process and the Project Site. Each Applicant should read this information thoroughly before submitting a proposal to the Commission. The Proposal Forms are required as part of any proposal submitted for the purchase of Commission-owned land. All Forms must be complete. The Commission may reject any proposal submitted with incomplete or missing information. Evaluation Criteria The Commission may use the following criteria to guide its review and acceptance or denial of a proposal:  The degree to which the Applicant’s proposal meets the objectives of the Development Plan for the River West Development Area prepared by the Department of Community Investment and approved by the Commission, the South Bend Plan Commission, and the Common Council; and the surrounding businesses and neighborhood.  The use of the improvements proposed to be made by the Applicant on the real property; the Applicant's plans and ability to implement the re-use of the real estate with reasonable promptness; whether the real property will be sold or rented; the Applicant's proposed sale or rental prices; and any factors which will assure the Commission that the sale, if made, will further the execution of the River West Development Plan and will best serve the interest of the community, from the standpoint of both human and economic welfare.  The financial responsibility, qualifications, experience and ability of the Applicant to finance and complete the development.  The proposal which will provide the Commission with the best possible development, based upon the price offered for the property and consistent with the preceding objectives.  Any conflict among these criteria will be reconciled to the best interest of the Development Area and the City of South Bend, as determined by the Commission. 3 Disposition Process Bidding All bids for the purchase and re-use of certain property in the River West Development Area must be delivered to the Department of Community Investment (“Department”), located at: 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 on or before 9:00 a.m. (local time) on December 12, 2024. All proposals will be opened and made public at a public meeting of the South Bend Redevelopment Commission, held at 9:30 a.m. (local time) on December 12, 2024 at 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Proposals with completed forms and without any missing information will be reviewed by the Commission according to the Evaluation Criteria as stated above. The Commission reserves the right to reject any bid and may make awards to the highest and best bidder. Notice of acceptance or rejection will be mailed to each of the bidders via US Mail to the address stated on the Proposal Forms. All offers will be subject to the requirements of the Contract for Sale of Land as referenced on Page 6. After the Bidding Period Once the bidding period has expired, proposals may be made to the Commission for the remaining property available, if any. All Applicants should familiarize themselves with the Proposal Forms and any proposal submitted after the bidding period has expired shall be completed utilizing the Proposal Forms. Proposals after the termination of the bidding period are to be submitted to the Department for review and consideration. The Commission will review proposals based upon the Evaluation Criteria as stated above. The Commission reserves the right to reject any proposal. Notice of acceptance or rejection will be mailed to each of the Applicants via US Mail to the address as stated on the Proposal Forms. Proposals All proposals must be complete and include the information and documentation requested in the Proposal Forms. Proposals that are submitted with incomplete or missing information will not be accepted. Applicant must use the Proposal Forms as provided by the Department. 4 Proposal Forms The Proposal Forms must be complete before the Commission will review the proposal. The first and second pages of the Proposal Forms describe the Applicant's offer for the real property. Applicants shall fill in all applicable spaces and sign accordingly. Each Applicant shall submit the following as part of the Applicant’s proposed offer: Narrative Description (Proposal Forms, page 1) A Narrative Description of the Applicant’s proposed development project for the real property must be submitted as part of the proposal. The Narrative Description should note the exact nature, character and use of the proposed improvements. Maps, plans and drawings shall be included to clearly indicate the location, size, materials, style of structures, parking lots, and other improvements. All proposed improvements and uses must conform to the Bid Specifications and Design Considerations and the River West Development Area Development Plan. The maps, plans and drawings as submitted will be examined by the Commission to determine whether, in the Commission’s sole opinion, the Applicant’s proposal conforms to the Bid Specifications and the River West Development Plan. The Commission may reject any offer which does not conform to said Specifications, Guidelines and/or Plan. Proposed Site Plan (Proposal Forms, page 1) All Applicants must submit a site plan for the real property on which the Applicant has made an offer. This site plan should be included as Exhibit "A" of the proposal. If the Applicant's proposal is accepted, the Applicant will be required to formalize the site plan with Commission Staff as part of the final documentation. Faithful Performance Guaranty (Proposal Forms, page 2) All proposals must be submitted with a Faithful Performance Guaranty in an amount not less than 10% of the total purchase price offered for the property. The Faithful Performance Guaranty will secure the execution of the Contract and the development of the proposed improvements. The Faithful Performance Guaranty may be in the form of a certified or cashier's check or other security as approved by the Department. No offer will be considered unless it is accompanied by the required guaranty. All checks should be made payable to the City of South Bend, Department of Community Investment. Except as otherwise herein noted, the Faithful Performance Guaranty of all unsuccessful Applicants will be returned as soon as practicable after notice of rejection. 5 The Faithful Performance Guaranty will be refunded to the successful Applicant at such time that the Commission deems that Applicant has completed all improvements to the real property, as proposed, and the Commission has issued a Certificate of Completion evidencing same. Statement of Qualifications and Financial Responsibility (Proposal Forms, pages 3-6) The Commission shall have the right to make such investigations as it deems necessary to determine the ability of the Applicant to perform the obligations of the proposed offer. The Commission reserves the right to reject any proposed offer where the evidence or information does not satisfy the Commission that the Applicant is qualified to properly carry out the obligations of the proposed offer, or where the Applicant refuses to cooperate or assist the Commission in making such investigation. Statement for Public Disclosure (Proposal Forms, pages 7-8) The Commission shall have the right to make such investigations as it deems necessary to determine the completeness of the Applicant's disclosure. The Commission reserves the right to reject any proposed offer where the available evidence or information does not satisfy the Commission that the Applicant has made a full disclosure, or where the Applicant refuses to cooperate and assist the Commission in making such investigation, or the Commission otherwise determines said Statement to be unsatisfactory. Affidavit of Non-Collusion (Proposal Forms, page 9) The form of Affidavit of Non-Collusion is included in the Proposal Forms, and the Applicant must use the form provided. The Affidavit is to the effect that the Applicant has not colluded, conspired, connived, or agreed with any other Applicant or person, firm or corporation in regard to any offer submitted to the Commission. The failure of any Applicant to submit the Affidavit of Non-Collusion shall be cause for rejection of the offer. Corrections Erasures or other changes to the Proposal Forms must be explained or noted over the signature of the Applicant. Withdrawal of Proposals Proposals submitted prior to the scheduled public opening of the bids may be withdrawn upon written request of the Applicant if such request is received by the Department not less than twenty-four (24) hours prior to said public opening. Unopened bids will be returned promptly. Commission's Rights The Commission reserves the right to accept or reject any or all proposals and to waive any 6 formalities in bidding which are not mandatory requirements. Execution of Contract Upon award of the bid by the Commission, the successful Applicant shall enter into a Contract for Sale of Land with the Commission for the purchase and development of said property within 30 days of notice of acceptance. The Contract for Sale of Land will provide for the conveyance of the property therein purchased by quit-claim deed, together with title insurance policy showing good and merchantable title, upon payment of the full purchase price. Additional Information For further information as to the disposition program of the South Bend Redevelopment Commission, and to inquire about touring the property in advance of bidding, interested parties should contact the following staff member: Joseph Molnar Assistant Director of Growth and Opportunity 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 (574) 245-6052 (Office Phone) jrmolnar@southbendin.gov 7 Offering Sheet Property Size Minimum Offering Price Proposed Re-Use Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend 018-3008-0251 Site: 0.52 acres $226,000.00 Projects that are permitted within the DT Downtown zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the goals and objectives of the River West Development Area and the surrounding businesses and neighborhood. 71-08-12-160-001.00 0-026 Commonly Known as 214 W. Wayne St (See map on Page 10) 8 Property Tax Identification Numbers 018-3008-0251 9 Disposition Property Map 10 Bid Specifications & Design Considerations Sale of Redevelopment Owned Property Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend Property Tax ID: 018-3008-0251 Commonly Known As: 214 W. Wayne St. River West Development Area 1.All of the provisions of I.C. 36-7-14-22 will apply to the bidding process. 2.All offers must meet the minimum price listed on the Offering Sheet (page 7). 3.Proposals for redevelopment are required to be for projects that are permitted within the DT Downtown zoning designation. All proposals must conform to the existing zoning provisions as outlined in the South Bend Zoning Ordinance Title 21 of the City of South Bend Municipal Code. Proposals for the reuse of the property must include a basic reuse plan for the site and a project timeline detailing aspects of the site redevelopment and site improvements. During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. 4.Bidders are prohibited from the use of the property for speculation or land-holding purposes. 5.All other provisions of the River West Development Area Development Plan must be met. 11 Notice of Intended Disposition of Property RIVER WEST DEVELOPMENT AREA Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend Tax ID: 018-3008-0251 Commonly Known As: 214 W. Wayne St. South Bend, Indiana Notice is hereby given that the Redevelopment Commission of the City of South Bend, Indiana, will receive sealed offers for the purchase of certain property situated in the River West Development Area until 9:00 a.m. (local time) on December 12, 2024 in the Office of the Department of Redevelopment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. All offers will be publicly opened and read aloud at 9:30 a.m. (local time) on the December 12, 2024 at the Regular Meeting of the Redevelopment Commission to be held that date and time in Room 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Bid proposals for the purchase of the property offered will be considered. The property being offered is located at Lot 2 South Bend Comm School Corp Bendix Dr. Minor, Tax ID: 018-3008-0251, commonly known as 214 W. Wayne St. in the River West Development Area, South Bend, Indiana. Any proposal submitted must be for the site as noted on the Offering Sheet. The required re-use of the property is for projects that are permitted within the DT Downtown zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the River West Development Area and the surrounding businesses and neighborhood. A packet containing bid forms, the Offering Sheet and other pertinent information may be picked up at the Department of Community Investment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601. The Commission reserves the right to reject any and all bids, and to make the award to the highest and best bidder. In determining the best bid, the Commission will take into consideration the following: 1. The use of the improvements proposed to be made by each bidder on the property, and their compatibility with and support of the proposed re-use as described in the Offering Sheet; 2.Each bidder’s ability to improve the property with reasonable promptness; 3.Each bidder’s proposed purchase price; 4.Any factors which will assure the Commission that the sale, if made, will further the carrying out of the Development Plan for the River West Development Area and will best serve the interest of the community from the standpoint of human and economic welfare; and 5.The ability of each bidder to finance the proposed improvements to the property with reasonable promptness. The Commission further reserves the right to waive any formalities in bidding which are not mandatory requirements. A bid submitted by a trust (as defined in IC 30-4-1-1(a)) must identify each: (A)beneficiary of the trust; and (B) settlor empowered to revoke or modify the trust. To secure the execution of the disposition agreement, the purchase of the property and the redevelopment thereof in accordance with the agreement, the bidder must submit with the proposal a faithful performance guaranty, in the sum of ten percent (10%) of the amount offered for the purchase of the property. The guaranty sum may be in the form of a certified check, a cashier’s check, surety bond, letter of credit from a bank or trust company as approved by the Redevelopment Commission, or by other sufficient security, but the form, substance and terms of the performance guaranty must be approved as satisfactory by the Redevelopment Commission. The performance guaranty, if by cashier’s or certified check, shall be deposited in any account of the Department of Redevelopment, City of South Bend, in a bank or trust company selected by the Redevelopment Commission. CITY OF SOUTH BEND, INDIANA DEPARTMENT OF COMMUNITY INVESTMENT Joseph Molnar, Assistant Director of Growth & Opportunity Publish Dates: November22 and November 29 2024 12 Resolution Regarding Prevailing Wage Rates 1 Proposal Forms Proposal To: South Bend Redevelopment Commission 1400 S. County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 Commissioners: The Undersigned having familiarized itself with the present conditions of the Project Site as hereinafter designated and legally described and with the Proposal Documents and Forms; and certifying its desire to participate in the development of the said property pursuant to Federal, State and Local ordinances and regulations, and the Development Plan as approved by the Redevelopment Commission; hereby offers and proposes to purchase or lease all or part of the Disposition Parcel identified in Exhibit “A” made part of this proposal. The Applicant’s offer is described as follows: Project Area Disposition Parcel Number Total Acres Offer is for: Entire Parcel Part of Parcel Form of Contract: Purchase Lease Term Dollars $ Purchase Price Dollars $ Annual Lease Payment A Narrative Description of the proposed development on the Disposition Parcel identified in Exhibit “A”, describing the exact nature and character of the improvements proposed and their use; together with maps and plans sufficiently complete to indicate the general improvements to be made is attached and is to be considered a part of this proposal. (Maps and plans must be of sufficient scale to indicate clearly the location of the structures and other proposed improvements and should provide information on building elevations and materials.) The Proposal Forms as provided by the Department of Community Investment (Department) have been completed and are considered a part of this proposal. The Proposal Forms include: (1) a Statement of the Qualifications and Financial Responsibility; (2) a Statement for Public Disclosure, and; (3) a sworn Affidavit of Non-Collusion. It is the understanding of the Applicant that the Statement of the Qualifications and Financial Responsibility is confidential and to be used solely by the South Bend Redevelopment Commission and the Department. 2 A Faithful Performance Guaranty in the sum of Dollars ($ ), an amount equal to at least 10% of the total amount offered for the real property described in Exhibit “A”, it being understood by the Applicant that the Faithful Performance Guaranty shall guarantee the Applicant’s execution of and performance of the purchase or lease agreement. The Faithful Performance Guaranty will be refunded to the successful Applicant at such time the Commission deems that the improvements to the land, as proposed, have been completed and the Commission as evidenced by a Certificate of Completion issued by the Commission. The Faithful Performance Guaranty will be refunded in the event this offer is rejected. Acceptance or rejection of Applicant’s proposal shall be made by depositing such notification in the US Mail addressed to the undersigned (Applicant) at the address set forth below. In submitting this offer to purchase or lease, it is understood that the right to reject such offer is reserved by the Commission. The undersigned further agrees to execute a contract for the purchase or lease of land for development in the form prepared by the Department within thirty (30) days after notification of acceptance of this offer and to develop and use the above identified parcel(s) of land in conformity with the Federal, State and Local ordinances and regulations; applicable Development Plan; the Bid Specifications & Design Considerations; and the Narrative Description and maps and plans as submitted herein, with amendments, if any, as approved by the Commission. Dated Respectfully submitted, Name of Individual or Corporation By: Signature Name (type) Title ATTEST: (BY SECRETARY OF A Corporation) Address: By: Signature Name (type) Title Address: 3 Statement of Qualifications and Financial Responsibility Applicant: Address: 1. Is the Applicant a subsidiary of or affiliated with any other corporation or corporations orany other firm or firms? Yes No If yes, list each corporation or firm by name and address, specify its relationship to the Applicant, and identify the officers and directors or trustees common to the Applicant and such other corporation or firm: 2. The financial condition of the Applicant, as of ,, is as reflected in the attached financial statement. Name and address of auditor or public accountant who performed the audit on which saidfinancial statement is based: (NOTE: Attach to this statement a certified financial statement showing the assets and the liabilities, fully itemized in accordance with accepted accounting standards and based on a proper audit. If the date of the certified financial statement precedes the date of this submission by more than six months, also attach an interim balance sheet not more than 60 days old.) 3. If funds for development of the land are to be obtained from sources other than theApplicant’s own funds, a statement of the Applicant’s plan for financing the acquisitionand development of the land: 4 4. Sources and amount of cash available to Applicant to meet equity requirements of theproposed undertaking: a.In banks: Name and Address of Bank Amount b.By loans from affiliated or associated corporations or firms: Name and Address of Bank Amount c.By sale of readily salable assets: Description Market Value Mortgages or Liens 5.Names and addresses of bank references: 6.Has the Applicant or (if any), the parent corporation, or any subsidiary or affiliatedcorporation of the Applicant or said parent corporation, or any of the Applicant’s officersor principal members, shareholders or investors, or other interested parties (as listed initems 5, 6, and 7 of the Statement for Public Disclosure and referred to herein asprincipals of the Applicant) been adjudged bankrupt, either voluntary or involuntary,within the past 10 years? Yes No If yes, give date, place and under what name: 7. Has the Applicant or anyone referred to above as principals of the Applicant beenindicted for or convicted of any felony within the past 10 years? Yes No If yes, give for each case (1) date, (2) charge, (3) place, (4) Court, (5) action taken. Attach any explanation deemed necessary. 8. Undertakings, comparable to the proposed development, which have been completed bythe Applicant or any of the principals of the Applicant, including a brief description ofeach project and date of completion: 9. If the Applicant, or any principals of the Applicant, has ever been an employee, in asupervisory capacity, for a construction contractor or builder on undertakings comparable 5 to the proposed development, the name of such employee, name and address of employer, title, and brief description of work: 10. If the Applicant or a parent corporation, a subsidiary, an affiliate, or a principal of theApplicant is to participate in the development of the land as a construction contractor orbuilder: a.Name and address of such contractor or builder: b.Has such contractor or builder within the last 10 years ever failed to qualify as aresponsible bidder, refused to enter into a contract after an award has been made, orfailed to complete a construction or development contract Yes No If yes, explain: c.Total amount of construction or development work performed by such contractor orbuilder during the last three years: $ . General description of such work: d.Construction contracts or developments now being performed by such contractor orbuilder: Identification of Date to be Contract or Development Location Amount Completed 11.Brief statement regarding equipment, experience, financial capacity, and other resourcesavailable to such contractor or builder for the performance of the work involved in thedevelopment of the land, specifying particularly the qualifications of the personnel, thenature of the equipment and the general experience of the contractor: 12.Does any member of the South Bend Redevelopment Commission or any officer oremployee of the City of South Bend Department of Redevelopment have any direct or 6 indirect personal interest in the Applicant or the development of the land as proposed? Yes No If yes, explain: 13. Does any member of the governing body of the City of South Bend or any public official or employee of the City of South Bend have any direct or indirect personal interest in the applicant or the development of the land as proposed? If yes, explain: 14. Statements and other evidence of the Applicant’s qualifications and financial responsibilities (other than the financial statement referred to above) are attached hereto and hereby made a part hereof as follows: Certification I (We), Certify that this Statement of Qualifications and Financial Responsibility and the attached evidence of the Applicant’s qualifications and financial responsibility, including financial statements, are true and correct to the best of my (our) knowledge and belief. Name Name Signature Signature Title Title Date Date (If the Applicant is an individual, this statement should be signed by such individual; if a partnership, by one of the partners; if a corporation or other entity, by one of its chief officers having knowledge of the facts required by this statement) 7 Statement for Public Disclosure Applicant: Address: Taxpayer ID#: 1. Applicant proposes to enter into contract for the purchase or lease of land from the SouthBend Redevelopment Commission. Said land is more accurately described in Exhibit“A”. 2. Organizational Status of Applicant: An individual A corporation A not-for-profit corporation or charitable institution A partnership known as: A business association or a joint venture known as: A Federal, State or Local government or instrument thereof Other (explain): 3. Organized and operating under the laws of 4. Date of Organization: 5. Names, addresses, and title of principal officers, investors, members or shareholders ofApplicant, as follows: (attach additional sheets if necessary) a.CORPORATION: the officers, directors or trustees, and each stockholderowning more than 10% of any class stock b.NOT-FOR-PROFIT: the members who constitute the board of trustees or boardof directors or similar governing body c. PARTNERSHIP: each partner, whether a general or limited partner, and thenature and percent of interest d.BUSINESS ASSOCIATION OR JOINT VENTURE: each participant and thenature and percent of interest 8 e.OTHER ENTITY: the officers, the members of the governing body, and eachperson having an interest of more than 10% Name & Address Title and nature and percent of interest 6. Names, addresses, and the nature and percent of interest of each person or entity (notnamed in Item 5) who has a beneficial interest in any of the shareholders or investorsnamed in Item 5 which gives such person or entity more than a computed 10% interest inthe Applicant (for example, more than 20% of the stock in a corporation which holds50% of the stock of the Applicant; or more than 50% of the stock in a corporation whichholds 20% of the stock of the Applicant). Name & Address Title and nature and percent of interest 7. Names of officers and directors, or trustees of any corporation or firm listed under Item 5or Item 6 above. Name & Address Title and nature and percent of interest Certification I (We), Certify that this Statement for Public Disclosure is true and correct to the best of my (our) knowledge and belief. Name Name Signature Signature Title Title Date Date (If the Applicant is an individual, this statement should be signed by such individual; if a partnership, it should be signed by one of the partners; if a corporation or other entity, it should be signed by one of its chief officers having knowledge of the facts required by this statement) 9 Affidavit of Non-Collusion State of Indiana ) ) SS: County of St. Joseph ) The undersigned, being first fully sworn, deposes and says that: 1. He/she is: owner, partner, officer, representative, agent, of (applicant); 2. He/she is fully informed respecting the preparation and contents of the attached offer and of all pertinent circumstances respecting such offer; 3. Such offer is genuine and not a collusive or sham offer; 4. Neither said Applicant nor any of its officers, partners, owner’s agents, representatives, employees, or parties in interest, including this affiant, has in any way colluded, conspired, connived, or agreed directly or indirectly, with any other Applicant, firm or person to submit a collusive or sham offer in connection with the Contract for which the attached offer has been submitted or to refrain from making an offer in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Applicant, firm or person to fix the price or prices in the attached offer, or of any other Applicant, or to fix any overhead, profit, or cost element of the offering price of any other Applicant, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of South Bend and/or its Department of Community Investment and/or the South Bend Redevelopment Commission person interested in the proposed Contact; and 5. The price or prices quoted in the attached offer are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Applicant or any of its agents, representatives, owners, employees or parties in interest, including this affiant. Affiant Signature Title Before me, the undersigned, a Notary Public, _________________________________ subscribed and swore to this Affidavit of Non-Collusion on this _______________ day of _______________, ___________. (Seal) Notary Public A resident of ____________________________, County, _________________. South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 11/14/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Disposition of 214 W. Wayne St Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Begin Disposition Process of 214 W. Wayne St. SPECIFICS: The Redevelopment Commission (RDC) acquired 214 W. Wayne St. (the “Property”) through a certain Real Estate Purchase Agreement executed on November 15, 2023 for the sum of $200,000.00. Staff believe this property is a prime redevelopment opportunity for the Downtown area. The attached three documents – Bid Specifications, Noticed of Intended Disposition, and Resolution establishing offering price – are the beginning of the process for the property to be redeveloped and set the following conditions for a bid on the Property: - $226,000.00 minimum bid (average of two appraisals) -All bids will be due by 9:00 a.m. on December 12, 2024 and opened publicly at the RDC meeting on December 12, 2024 -During the review process, emphasis will be placed on compatibility with and support of the goals and objectives of the surrounding businesses and neighborhood and the Development Plan for the River West Development Area. This parcel is currently a parking lot for City employees but will no longer be needed once the staff move to the new City Hall building in 2025. Staff requests approval of all three items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Notice of Intended Disposition of Property RIVER WEST DEVELOPMENT AREA Lots 281 & 282 & W 1/2 Vac Alley E & Adj O P South Bend Tax ID: 018-3008-0251 Commonly Known As: 214 W. Wayne St. South Bend, Indiana Notice is hereby given that the Redevelopment Commission of the City of South Bend, Indiana, will receive sealed offers for the purchase of certain property situated in the River West Development Area until 9:00 a.m. (local time) on December 12, 2024 in the Office of the Department of Redevelopment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana, 46601. All offers will be publicly opened and read aloud at 9:30 a.m. (local time) on the December 12, 2024 at the Regular Meeting of the Redevelopment Commission to be held that date and time in Room 1308 County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601, or in the event of cancellation or rescheduling, at the Redevelopment Commission’s subsequent regular meeting or rescheduled regular meeting held at a time and place given by public notice. Bid proposals for the purchase of the property offered will be considered. The property being offered is located at Lot 2 South Bend Comm School Corp Bendix Dr. Minor, Tax ID: 018-3008-0251, commonly known as 214 W. Wayne St. in the River West Development Area, South Bend, Indiana. Any proposal submitted must be for the site as noted on the Offering Sheet. The required re-use of the property is for projects that are permitted within the DT Downtown zoning designation. Strong emphasis will be placed during the review process on compatibility with and support of the River West Development Area and the surrounding businesses and neighborhood. A packet containing bid forms, the Offering Sheet and other pertinent information may be picked up at the Department of Community Investment, 1400 S. County-City Building, 227 West Jefferson Boulevard, South Bend, IN 46601. The Commission reserves the right to reject any and all bids, and to make the award to the highest and best bidder. In determining the best bid, the Commission will take into consideration the following: 1. The use of the improvements proposed to be made by each bidder on the property, and their compatibility with and support of the proposed re-use as described in the Offering Sheet; 2.Each bidder’s ability to improve the property with reasonable promptness; 3.Each bidder’s proposed purchase price; 4.Any factors which will assure the Commission that the sale, if made, will further the carrying out of the Development Plan for the River West Development Area and will best serve the interest of the community from the standpoint of human and economic welfare; and 5.The ability of each bidder to finance the proposed improvements to the property with reasonable promptness. The Commission further reserves the right to waive any formalities in bidding which are not mandatory requirements. A bid submitted by a trust (as defined in IC 30-4-1-1(a)) must identify each: (A)beneficiary of the trust; and (B) settlor empowered to revoke or modify the trust. To secure the execution of the disposition agreement, the purchase of the property and the redevelopment thereof in accordance with the agreement, the bidder must submit with the proposal a faithful performance guaranty, in the sum of ten percent (10%) of the amount offered for the purchase of the property. The guaranty sum may be in the form of a certified check, a cashier’s check, surety bond, letter of credit from a bank or trust company as approved by the Redevelopment Commission, or by other sufficient security, but the form, substance and terms of the performance guaranty must be approved as satisfactory by the Redevelopment Commission. The performance guaranty, if by cashier’s or certified check, shall be deposited in any account of the Department of Redevelopment, City of South Bend, in a bank or trust company selected by the Redevelopment Commission. CITY OF SOUTH BEND, INDIANA DEPARTMENT OF COMMUNITY INVESTMENT Joseph Molnar, Assistant Director of Growth & Opportunity Publish Dates: November 22 and November 29 2024 11 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 11/1/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: 321 W. Wayne Development Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 the 321 W Wayne Development Agreement SPECIFICS: Historic Hearthstone LLC, a local development group, has proposed redevelopment of a century old warehouse building at 321 W Wayne Street in downtown South Bend. The attached Development Agreement (Agreement) commits the developer to investing $1,500,000 into the building and the establishment of a brewery with a family friendly entertainment activity. The Agreement commits the Redevelopment Commission to $70,000 in local public improvements to aid the project. Staff believe that this investment will eliminate blight, activate a currently vacant building, and create a cultural and entertainment destination that enhances the vibrancy of downtown South Bend. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of November 14, 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 Historic Hearthstone LLC, an Indiana Limited Liability Company, with offices at 615 W. Colfax South Bend, Indiana 46601 (the “Developer”) (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, the Developer owns certain real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developer Property”); and WHEREAS, the Developer currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B; and WHEREAS, the Developer Property is located within the corporate boundaries of the City 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 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 undertaking the local public improvements stated in Exhibit C (the “Local Public Improvements”) and the financing thereof, subject to the terms and conditions of this Agreement and in accordance with the Act. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 2 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Seventy Thousand Dollars ($70,000.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements. 1.4 Private Investment. “Private Investment” means an amount no less than One Million Five Hundred Thousand Dollars ($1,500,000.00) to be expended by the Developer for the costs associated with constructing the improvements set forth in the Project Plan, including architectural, engineering, and any other costs directly related to completion of the Project that are expected to contribute to increases in the Assessed Value of the Developer Property. SECTION 2. INTERPRETATION, TERMS, AND RECITALS. 2.1 Interpretation. (a)The terms “herein,” “hereto,” “hereunder,” and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b)Unless otherwise specified, references in this Agreement to (i) “Section” or “Article” shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this “Agreement” shall mean this Agreement and any exhibits and attachments hereto. (c)Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d)The terms “include,” “including,” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. SECTION 3. ACCESS. 3.1 Grant of Easement. The Developer will grant to the Commission a temporary, non- exclusive easement on, in, over, under and across any part(s) of the Developer Property (the “Easement”) in the form attached hereto as Exhibit D, to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission 3 and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER’S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 The Project. (a)The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b)The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.3 Cooperation. The Developer agrees to endorse and support the Commission’s efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.4 Obtain Necessary Easements. The Developer agrees to obtain any and all easements from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvement s, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.5 Timeframe for Completion. The Developer hereby agrees to complete the Project as set forth in the Project Plan and any other obligations the Developer may have under this Agreement by December 31, 2027 (the “Mandatory Project Completion Date”). The Developer further agrees the total Project will be completed in accordance with the Project Plan attached hereto as Exhibit B. Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 4.6 Reporting Obligations. 4 (a)Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b)On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report, in the format set forth as Exhibit E, demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, and (iv) a status report of the number of jobs created for employment at the Developer Property. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City’s Executive Director Department of Community Investment, or his or her designee, who may approve or disapprove said plans and specifications for the Project in his or her sole discretion and may request revisions or amendments to be made to the same. 4.8 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of planning, construction, management, and all other activities or purposes associated with the Project (including legal, architectural, and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.9 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City of South Bend Engineering Department (the “Engineering Department”). The Engineering Department may approve or disapprove said bid specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. The Commission shall not be required to expend the Funding Amount unless the Engineering Department has approved all bid specifications. 4.10 Non-Interference. Developer hereby agrees to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.11 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 5 or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit F attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission’s commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public Improvements. (a)The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit C attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b)Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.9 (“Specifications for Local Public Improvements”) of this Agreement. (c)The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d)Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for such purpose. If Developer chooses not to pay any such excess costs of the Local Public Improvements (above the Funding Amount), the Commission may reduce the scope of the Local Public Improvements to the amount which may be funded with the Funding Amount. In no event will the Commission be required to spend more than the Funding Amount in connection with the Local Public Improvements. 5.3 Cooperation. The Commission agrees to endorse and support the Developer’s efforts to expedite the Project through any required planning, design, permitting, waiver, and 6 related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5.4 Public Announcements, Press Releases, and Marketing Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developer. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel; however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7.1, then no default shall exist and the noticing Party shall take no further action. 7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then the Commission shall be entitled to recover from Developer, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual damages to the Commission, the City, and its citizens in the event of a default by Developer would be difficult or impossible to determine, and the Liquidated Damages set forth above represents the best estimate of the Parties as to the amount of such damages at the time of execution and delivery of this Agreement. If the Developer fails to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the 7 Project, including, redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a)The Project is a private development; (b)None of the Commission, the Board of Works, or the Developer has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c)The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or 8 the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a)The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees 9 to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b)The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developer: HISTORIC HEARTHSTONE LLC 615 W. Colfax Ave. South Bend, IN 46601 r.emberton@outlook.com 574-274-1912 Attn: Regina Emberton Commission: South Bend Redevelopment Commission 1400S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Executive Director, South Bend Department of Community Investment With a copy to: South Bend Legal Department 1200S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Corporation Counsel 9.9 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana. 9.10 Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this 10 Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission’s consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 11 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Vivan G. Sallie, Secretary Historic Hearthstone LLC ______________________________ Regina Emberton, Manager 12 EXHIBIT A Description of Developer Property Tax ID No. 018-3011-0402 Parcel Key No. 71-08-11-283-016.000-026 Legal Description: 68.6 FT E SIDE LOT 4 JOHNSONS 2 AC SUB Commonly known as: 321 W Wayne 13 EXHIBIT B Project Plan The Developer will complete the development of certain property to revive a 17,000 sq. ft. century-old warehouse, eliminating blight and creating a cultural and entertainment destination that enhances the vibrancy of downtown South Bend. Specifically, this development will include: •$1,500,000 total investment into the Property •Opening of a brewery containing a pizza kitchen, tap room, and a family entertainment activity (such as duckpin bowling), which shall remain in operation for a minimum of three (3) years from the date of opening for business •Renovation of the entire 17,000 sq. ft. building The Developer will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. The structures will be considered complete upon the issuance of Certificates of Occupancy and documented evidence of the full $1,500,000 investment. 14 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: •Installation of new utilities, including sewer lines; •Construction of curbs, sidewalks, and/or pedestrian walkways; •Landscaping improvements and; •Installation of new windows. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The Developer shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.9 (“Specifications for Local Public Improvements”) or that require funding above the Funding Amount are the sole responsibility of the Developer. 15 EXHIBIT D Form of Easement 16 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the 14 of November 2024 (the “Effective Date”), by and between Historic Hearthstone LLC, an Indiana Limited Liability Company, with offices at 615 W. Colfax South Bend, Indiana 46601 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated November 14, 2024 (the “Development Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. 17 IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: Historic Hearthstone LLC Printed: Regina Emberton Its: Manager STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Regina Emberton, to me known to be the Manager of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this __________ day of _______________, 20____. ________________________________________________ ___________________________________, Notary Public Residing in _________________ County, _____________ My Commission Expires: _______________________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 18 EXHIBIT 1 Description of Property Tax ID No. 018-3011-0402 Parcel Key No. 71-08-11-283-016.000-026 Legal Description: 68.6 FT E SIDE LOT 4 JOHNSONS 2 AC SUB Commonly known as: 321 W Wayne 19 EXHIBIT E Form of Report to Commission 20 City of South Bend Department of Community Investment Development Agreement Review 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: ___________________ 21 EXHIBIT F Minimum Insurance Amounts A.Worker’s Compensation 1.State Statutory 2.Applicable Federal Statutory 3.Employer’s Liability $100,000.00 B.Comprehensive General Liability 1.Bodily Injury a.$5,000,000.00 Each Occurrence b.$5,000,000.00 Annual Aggregate Products and Completed Operation 2.Property Damage a.$5,000,000.00 Each Occurrence b.$5,000,000.00 Annual Aggregate C.Comprehensive Automobile Liability 1.Bodily Injury a.$500,000.00 Each Person b.$500,000.00 Each Accident 2.Property Damage a.$500,000.00 Each Occurrence South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 11/7/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Stoic Beverages Purchase Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 a Purchase Agreement for 410 W Wayne Street Stoic Beverages SPECIFICS: Attached is a Purchase Agreement (“Agreement”) with Stoic Beverages LLC (“Stoic”) for the purchase of the former Gates Service Building at 410 W Wayne Street. Stoic submitted a response to the Redevelopment Commission’s (“RDC ”) Request for Proposal for the property earlier this year and are proposing redeveloping the property as a full-service distillery with a publicly opened tasting room. The Agreement commits Stoic to the following terms following closing on the property: -Purchase price of Twenty Thousand Dollars ($20,000) -Commence construction within twelve (12) months -Complete construction within thirty-six (36) months -Operate a full-service distillery and tasting room -Minimum Three Hundred Thousand ($300,000) investment in improvements to the property Stoic Beverages has provided documentation to RDC staff demonstrating financing secured for the project. Staff believe this project will activate long-vacant property, create new jobs, and bring vitality to downtown South Bend. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/7/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Authorizing Staff to Bid at Sheriffs Sale Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Resolution Authorizing Staff to Bid on Acquisition List Properties at Sheriff’s Sale SPECIFICS: Periodically the St. Joseph County Sheriff’s Office holds auctions for properties. The attached resolution allows certain Redevelopment Commission Staff to bid on behalf of the RDC at these auctions. Staff may only bid on properties which have been added to the already approved River West Acquisition List. This resolution authorizes staff to bid at Sheriff Sales through June 30, 2025. Each bid placed by Staff must be approved by the Executive Director or any properly appointed Acting Executive Director of the City's Department of Community Investment. Following the conclusion of any Sheriff Sale in which a bid is placed by Staff on behalf of the Commission, at the next regularly scheduled meeting of the Commission, Staff will provide an overview of the Acquisition List Properties that Staff bid on and the bid results. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3619 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPOINTING AUTHORIZED REPRESENTATIVES TO BID ON PROPERTIES FOR SALE AT ST. JOSEPH COUNTY SHERIFF’S SALE AUCTIONS WHEREAS, the South Bend Redevelopment Commission (the “Commission”) exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, cited as Indiana Code § 36-7-14 (the “Act”); and WHEREAS, Section 12.2 of the Act provides that the Commission may acquire by purchase, exchange, gift, grant, condemnation, or lease, or any combination of methods any interest in real property needed for the redevelopment of areas that are located within the boundaries of the unit; and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) its River West Development Area Plan (the “Plan”), which contemplates development of the real property located within its River West Development Area; and WHEREAS, in connection with the accomplishment of the Plan, the Commission maintains a list of real property in the River West Development Area in which the Commission has an interest in acquiring (the “Acquisition List Properties”), which is described in Exhibit A, attached hereto and incorporated herein, and may be amended from time to time; and WHEREAS, Acquisition List Properties are regularly available for public bid at St. Joseph County Sheriff’s Sale auctions (“Sheriff Sale”), which are scheduled from time to time; and WHEREAS, pursuant to Section 19 of the Act, the Commission is not required to obtain two independent appraisals before acquiring properties for sale at auction; and WHEREAS, the Commission wishes to delegate to certain staff members of the City of South Bend (the “City”) the authority, on behalf of the Commission, to bid on Acquisition List Properties available at Sheriff Sale if such acquisition of property would advance the goals of the Commission and its Plan. NOW, THEREFORE, BE IT RESOLVED by the Commission as follows: I.The following staff members (“Staff”) are authorized, on behalf of the Commission, to bid on Acquisition List Properties listed in Exhibit A that are being auctioned at a Sheriff Sale: a.Joseph Molnar b.Caleb Bauer 2.Staff’s authority to bid on the Acquisition List Properties offered for sale at Sheriff Sale is limited to a total maximum of Eight Hundred and Fifty Thousand ($850,000.00), and is subject to adequate funds being available in the River West Development Allocation Area. 3. Each bid placed by Staff must be approved by the Executive Director or any properly appointed Acting Executive Director of the City's Department of Community Investment. 4. Following the conclusion of any Sheriff Sale in which a bid is placed by Staff on behalf of the Commission, at the next regularly scheduled meeting of the Commission, Staff will provide an overview of the Acquisition List Properties that Staff bid on and the bid results. 5. The authority granted to Staff under this Resolution shall expire on June 30, 2025. 6. This Resolution shall be in full force and effect after its adoption. ADOPTED at a meeting of the Commission held on November 14, 2024, at 1308 County- City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION ________________________________________ Troy Warner, President ATTEST: ___________________________________ Vivian G. Sallie, Secretary EXHIBIT A ACQUISION PROPERTIES RIVER WEST DEVELOPMENT AREA PARCELID Properties approved Resolution #215 Properties approved Resolution #256 Properties approved Resolution #542 Properties approved Resolution #550 Properties approved Resolution #633 Properties approved Resolution #636 Properties approved Resolution #655 Properties approved Resolution #682 Properties approved Resolution #690 Properties approved Resolution #737 Properties approved Resolution #738 Properties approved Resolution #795 Properties approved Resolution #881 Properties approved Resolution #893 Properties approved Resolution #921 Properties approved Resolution #923 Properties approved Resolution #924 Properties approved Resolution #937 Properties approved Resolution #944 Properties approved Resolution #955 Properties approved Resolution #962 Properties approved Resolution #965 Properties approved Resolution #966 Properties approved Resolution #1077 018-2165-6042 018-2182-679501 018-2182-6796 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018-4060-2222 018-4060-2223 018-4060-2225 018-4060-2226 018-4060-2228 018-4060-2229 018-4060-2231 018-4060-2232 018-4060-2233 018-4060-2234 018-4060-2235 018-4060-2236 018-7164-577404 018-7164-577406 025-1009-0146 025-1009-014601 025-1012-0198 025-1012-019805 025-1012-019806 025-1012-019807 018-3003-0046 018-3003-0047 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/7/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: 2nd Amendment to Purchase Agreement for former Firehouse #9 Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Resolution Authorizing Staff to Bid on Acquisition List Properties at Sheriff’s Sale SPECIFICS: The Commission on June 9th, 2022, entered into a purchase agreement with Fire Station No 9 for the purchase of former Firehouse #9. The Buyer has requested an extension for their Post-Closing Development Obligations of twelve (12) months to finish construction. Staff believes this request is valid as the Buyer has invested $150,000 of the total $250,000 required per the Purchase Agreement for renovations to the property included but not limited to demo of old fire operations equipment, new roof, new insulation, new air conditioning, new electrical and rough plumbing on second floor. There are no other substantive changes to this agreement. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This Second Amendment To Real Estate Purchase Agreement (this “First Amendment”) is made on November 14, 2024 (the “Effective Date”), by and between the South Bend Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment (“Seller”), and Fire Station No 9 LLC, a foreign limited liability company authorized to transact business in the State of Indiana, with its registered office at 424 S. Michigan Street, Unit 913, South Bend, IN 46624 (“Buyer”) (each a “Party,” and collectively the “Parties”). RECITALS A. Seller and Buyer entered into that certain Real Estate Purchase Agreement dated June 9, 2022, as amended by that certain First Amendment to Real Estate Purchase Agreement, dated effective August 25, 2022, and as assigned and assumed by that certain Assignment and Assumption Agreement dated effective October 27, 2022 (collectively, the “Purchase Agreement”), for the purchase and sale of the Property (as defined in the Purchase Agreement) located in the City of South Bend. B. Buyer is continuing its construction of improvements of the Property pursuant to Section 12 of the Purchase Agreement and has requested an extension of the Buyer’s Post-Closing Development Obligations Period. C. Seller desires to grant the requested extension as stated in this Second Amendment. NOW, THEREFORE, in consideration of the mutual promises and obligations in this Second Amendment and the Purchase Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: 1. Section 12.A. of the Purchase Agreement shall be revised to replace the term “Twenty-Four (24) months” with the term “Thirty-Six (36) months” and shall read as follows: 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 Hundred and Fifty Thousand Dollars ($250,000.00) on improvements to the site, as well as the cost of equipment, needed to redevelop the Property for the uses set forth herein (“Property Improvements”). Promptly upon completing the Property Improvements, Buyer will submit to Seller satisfactory records, as determined in Seller’s sole discretion, proving the above required expenditures and will permit Seller (or its designee) to inspect the Property to ensure that Buyer’s Property Improvements were completed satisfactorily. 2. Section 12.B.(ii) shall be revised to replace the term “24 months” with the term “36 months” and shall read as follows: (ii) Complete construction of the project within 36 months of the Closing Date; 3. Unless expressly modified by this Second Amendment, the terms and provisions of 2 the Purchase Agreement remain in full force and effect. 4. Capitalized terms used in this Second Amendment will have the meanings set forth in the Purchase Agreement unless otherwise stated herein. [Signature page follows.] 3 IN WITNESS WHEREOF, the Parties hereby execute this Second Amendment to Real Estate Purchase Agreement to be effective on the Effective Date stated above. BUYER: Fire House No 9 LLC a foreign limited liability company authorized to transact business in the State of Indiana By:_____________________________________ Printed: _________________________________ Its: _____________________________________ Dated:___________________________________ SELLER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission Troy Warner, President ATTEST: Vivian G. Sallie, Secretary South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/6/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Two Administrative Resolutions, Two Administrative Amendments Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 Four Administrative Updates SPECIFICS: Staff of the RDC are proposing four (4) administrative updates for approval, detailed below: 1.Setting Procedures for Contracts for Property Related Services. This resolution establishes which City staff are authorized to initiate contracts for services on behalf of the RDC. All contracts initiated by Staff must be related to property the RDC owns, is interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose. The resolution also sets a maximum amount for each respective service. 2.Appointing Authorized Representatives to Conduct Certain Administrative Acts Related to Property. This resolution establishes which City staff are authorized to perform on behalf of the Commission administrative acts related to the RDC’s owning, managing, leasing, and selling of property. 3.Fourth Amendment to Redevelopment Supervisory Services Agreement. This Fourth Amendment updates the fees for services which the RDC pays to the City General Fund for the work of City staff whose primary responsibilities are heavily related to RDC related activities. The total equates to One Hundred Thirty-Two Thousand One Hundred and Fifty-Seven Dollars ($132,157.00.00). 4.Sixth Amendment to Engineering Services Agreement 2024. This Sixth Amendment updates the fees for engineering services performed by City employed engineers on projects related to RDC. The total equates to Two Hundred One Thousand One Hundred Sixty Dollars ($201,160.00). Staff recommends approval of all four (4) items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 RESOLUTION NO. 3617 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPOINTING AUTHORIZED REPRESENTATIVES TO CONDUCT CERTAIN ADMINISTRATIVE ACTS RELATING TO REDEVELOPMENT PROPERTY WHEREAS, the South Bend Redevelopment Commission (the “Commission”) is the governing body of the City of South Bend Department of Redevelopment established under the Redevelopment of Cities and Towns Act of 1953, as amended, being I.C. 36-7-14-1 et seq. (the “Act”); and WHEREAS, I.C. 36-7-14-12.2 provides that the Commission may acquire, hold, use, sell, exchange, lease, rent, or otherwise dispose of property for the purposes set forth and described in I.C. 36-7-14; and WHEREAS, the Commissioners have the authority under I.C. 36-7-14-8(g) to adopt such rules and bylaws as they consider necessary for the proper conduct of their proceedings and the carrying out of their duties and the safeguarding of money and property placed in their custody; and WHEREAS, the Commission owns, manages, leases, and sells property within the boundaries of the City of South Bend (the “City”); and WHEREAS, as a result of such owning, managing, leasing, and selling of property, City staff members receive frequent requests to perform administrative functions on behalf of the Commission, including but not limited to, the approval of plats, the release of obsolete financing documents, the submission of forms to other various entities, and the execution of documents related to the ownership, maintenance, and disposition of property; and WHEREAS, the City’s staff members are familiar with the property owned by the Commission; and WHEREAS, the Commission desires to expressly authorize certain members of the City’s staff to take such administrative acts and to execute such administrative documents as necessary to provide for the proper maintenance and management of its property interests. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1.The following staff members of the City are authorized to perform, on behalf of the Commission, all administrative acts related to the Commission’s owning, managing, leasing, and selling of property, including, but not limited to, acts relating to the disposition of property, the closing of a property transaction, a re- platting process, a tax appeal process, the release of obsolete financing documents, a petition or application regarding land use before an administrative body, or any 2 other review process, whether such process was initiated by the Commission or another entity: a. Caleb Bauer; b.Sarah Schaefer; c.Erik Glavich; d. Joseph Molnar; and e. Erin Michaels. Such authority shall include the authority to execute documents on behalf of the Commission that relate to the completion of such administrative acts, provided, however, that staff members are not authorized to execute any deed of conveyance on behalf of the Commission. For purposes of this Resolution, an administrative act is one in which the authorized staff member determines, upon the advice of legal counsel, that said act occurs within the normal course of owning, managing, leasing, or selling property and does not adversely impact an interest of the Commission in light of the Commission’s overall purpose and goals as set forth under the Act. 2.This Resolution supersedes Resolution No. 3583, and the authority granted under this Resolution continues until further action of the Commission. 3.This Resolution shall be in full force and effect after its adoption. ADOPTED at a meeting of the South Bend Redevelopment Commission held on November 14, 2024. SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Vivian G. Sallie, Secretary South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DAT E : 11/6/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Two Administrative Resolutions, Two Administrative Amendments Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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 Four Administrative Updates SPECIFICS: Staff of the RDC are proposing four (4) administrative updates for approval, detailed below: 1.Setting Procedures for Contracts for Property Related Services. This resolution establishes which City staff are authorized to initiate contracts for services on behalf of the RDC. All contracts initiated by Staff must be related to property the RDC owns, is interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose. The resolution also sets a maximum amount for each respective service. 2.Appointing Authorized Representatives to Conduct Certain Administrative Acts Related to Property. This resolution establishes which City staff are authorized to perform on behalf of the Commission administrative acts related to the RDC’s owning, managing, leasing, and selling of property. 3.Fourth Amendment to Redevelopment Supervisory Services Agreement. This Fourth Amendment updates the fees for services which the RDC pays to the City General Fund for the work of City staff whose primary responsibilities are heavily related to RDC related activities. The total equates to One Hundred Thirty-Two Thousand One Hundred and Fifty-Seven Dollars ($132,157.00.00). 4.Sixth Amendment to Engineering Services Agreement 2024. This Sixth Amendment updates the fees for engineering services performed by City employed engineers on projects related to RDC. The total equates to Two Hundred One Thousand One Hundred Sixty Dollars ($201,160.00). Staff recommends approval of all four (4) items. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 RESOLUTION NO. 3618 RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION SETTING PROCEDURES FOR CONTRACTS FOR PROPERTY RELATED SERVICES WHEREAS, I.C. 36-7-14-12.2 provides that the South Bend Redevelopment Commission (the "Commission") may acquire, hold, use, sell, exchange, lease, rent or otherwise dispose of property for the purposes set forth and described in I.C. 36-7-14 (the "Act"); and WHEREAS, the Commissioners have the authority under I.C. 36-7-14-5(g) to adopt such rules and bylaws as they consider necessary for the proper conduct of their proceedings and the carrying out of their duties and the safeguarding of money and property placed in their custody; and WHEREAS, the Commission enters into contracts, from time to time, with title companies, appraisers, surveyors, and environmental contractors so as to better understand the status of title and the condition of real estate in which the Commission has a current or prospective interest; and WHEREAS, the Commission wishes to delegate to certain staff members of the City of South Bend (the "City") the authority to initiate certain contracts with title companies, appraisers, surveyors, and environmental contractors subject to the limitations stated in this Resolution. NOW, THEREFORE, BE IT RESOLVED by the Commission as follows: I.The following staff members or their successors ("Staff') are authorized to initiate contracts for services (the "Contracts") on behalf of the Commission: a. Caleb Bauer; b.Sarah Schaefer; c.Erik Glavich d. Joseph Molnar; and e. Erin Michaels II.All Contracts initiated by Staff must be related to property the Commission owns, is interested in acquiring, or intends to sell, use, exchange, lease or otherwise dispose in furtherance of its purposes under the Act. The Contracts shall be strictly limited to the services identified in paragraph 5 of this Resolution. III.Each Contract must be approved by the Executive Director or any properly appointed Acting Executive Director of the City's Department of Community Investment (the "Director"). IV.Each Contract shall be entered into with a service provider duly licensed and/or authorized to do business in the State of Indiana. V.Staff’s authority to initiate the Contracts is limited to the following maximum amount for each respective service: 2 Title Searches and Policies: $1,000.00 per parcel Appraisals (Commercial/Industrial): $10,000.00 per appraisal Appraisals (Residential): $4,000.00 per appraisal Land Surveys/Replats/Subdivisions: $10,000.00 per survey/replat/subdivision Environmental Assessments: $10,000.00 per assessment VI.All Contracts initiated by Staff must be presented to the Commission as part of the Commission's regular claims approval process or separately for ratification by the Commission. VII.This Resolution supersedes Resolution No. 3584, and the authority granted under this Resolution continues until superseded or rescinded by a separate written resolution of the Commission. VIII.This Resolution shall be in full force and effect after its adoption. ADOPTED at a meeting of the Commission held on November 14, 2024, at 1308 County- City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. SOUTH BEND REDEVELOPMENT COMMISSION _____________________________ Tory Warner, President ATTEST: __________________ Vivian G. Sallie, Secretary South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE: November 8, 2024 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Resolution No. 3620 and 2025 Annual Spending Plan Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * 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: Resolution No. 3620 adopting 2025 Annual Spending and providing RDC staff authority to update the plan as necessary SPECIFICS: Under IC 36-7-14-12.7, the RDC is required to file by December 1 an annual spending plan for the upcoming calendar year with the Department of Local Government Finance, Office of the Mayor, and the Common Council. This requirement is new for this year and was added to State Code by P.L.236-2023, SEC.172. Pending adoption by the RDC, this resolution would accomplish the following: 1.Formally approve the enclosed Annual Spending Plan for 2025 2.Direct RDC staff to file the spending plan as required 3.Provide RDC staff the authority to amend the spending plan if necessary _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3620 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION ADOPTING AN ANNUAL SPENDING PLAN FOR YEAR 2025 AND AUTHORIZING REDEVELOPMENT STAFF TO UNDERTAKE CERTAIN RELATED ACTS WHEREAS, the South Bend Redevelopment Commission (“Commission”) is the governing body of the City of South Bend Department of Redevelopment established under the Redevelopment of Cities and Towns Act of 1953, as amended, being I.C. 36-7-14-1 et seq. (the “Act”); and WHEREAS, Section 12.7 of the Act requires the Commission to file with the Department of Local Government Finance, Office of the Mayor, and the Common Council an annual spending plan for the upcoming calendar year setting forth its planned expenditures; and WHEREAS, Department of Redevelopment staff members (“Redevelopment Staff”) have helped to prepare a spending plan for the Commission for calendar year 2025 (the “2025 Spending Plan”), attached hereto as Exhibit A; and WHEREAS, the Commission now desires to approve and adopt the 2025 Spending Plan and authorize Redevelopment Staff to conduct certain acts related thereto. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1. The Commission approves and adopts the 2025 Spending Plan attached hereto as Exhibit A. 2. The Commission directs Redevelopment Staff to take all necessary steps to file the 2025 Spending Plan with the Department of Local Government Finance, Office of the Mayor, and the South Bend Common Council, and to take any other steps required under the Act. 3. In the event amendments to the 2025 Spending Plan are later needed, the Commission hereby directs Redevelopment Staff to amend the 2025 Spending Plan accordingly, and take all other appropriate measures to document any such amendments as required by the Act. 4. . This Resolution shall be in full force and effect after its adoption by the South Bend Redevelopment Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on November 14, 2024. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: _______________________ Vivian G. Sallie, Secretary EXHIBIT A 2025 South Bend Redevelopment Commission Spending Plan South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana TO: Indiana Department of Local Government Finance Mayor James Mueller South Bend Common Council FROM: Troy Warner, President, South Bend Redevelopment Commission DATE: November 14, 2024 RE: Annual Spending Plan of the South Bend Redevelopment Commission for Calendar Year 2025 (IC 36-7-14-12.7) SPENDING PLAN FOR 2025 (Note: The following represent anticipated amounts.) A. Overview Under Indiana Code (“IC”) 36-7-14-12.7, the South Bend Redevelopment Commission (the “Redevelopment Commission” or the “Commission”) is required to file an annual spending plan for the upcoming calendar year with the Department of Local Government Finance, Office of the Mayor, and the Common Council. The report below describes planned expenditures by the Redevelopment Commission for calendar year 2025. This spending plan is based on projected incremental revenues for all development areas to be $42,029,227 and anticipated revenue for the Redevelopment General Fund to be $1,530,000. This spending plan has been prepared using information currently available to the Redevelopment Commission and its staff. Unexpected opportunities or needs may arise in 2025, making it appropriate for the Redevelopment Commission to make expenditures not anticipated by this spending plan. Such unanticipated expenditures could arise for several reasons including, but not limited to, the necessity to complete unforeseen projects; opportunities to modify debt payments; new unanticipated economic development or redevelopment opportunities; and support from both public and private entities, including grants or loans. In the event amendments to this spending plan are needed, the Redevelopment Commission will comply with the instructions set forth in the Memorandum issued by the Department of Local Government Finance on August 28, 2024. South Bend Redevelopment Commission 2 B. Debt Payments Anticipated debt payments in 2025 are provided below. T71521 - River West Development Area • Lease Rental Revenue Bonds of 2023, Series A: $1,226,400 • Lease Rental Revenue Bonds of 2024, Series B: $1,505,740 • 200 - Lease Rental Revenue Bonds of 2019 (Double Tracking Project): $1,035,500 • 210 - Taxable Economic Development Tax Increment Revenue Bonds, Series 2020 (Community Ed. Center): $325,615 • South Bend Redevelopment Authority Lease Rental Revenue Refunding Bonds, Series 2013: $283,500 • 013 - 2006 City of South Bend Main/Colfax Parking Garage Lease: $45,205 • 169 - Redevelopment District Bonds, Series 2018: $990,775 • 135 - 2015 Redevelopment Authority Lease Rental Revenue Bonds: $1,713,500 T71522 - River East Development Area • Lease Rental Revenue Bonds of 2023, Series A: $817,600 T71523 - River East Residential • 2015 Eddy Street Commons Refunding Revenue Bonds: $2,470,000 • 163 - 20117 Taxable Economic Development Revenue Bonds, Series 2017 (Eddy Street Commons Phase II): $1,955,125 As of the date of this report, the total anticipated debt payments in 2025 will be $12,368,960. The anticipated debt payments described above include permissible reimbursements to the City of South Bend pursuant to IC 36-7-14-39(b)(4) for debt payments. The Redevelopment Commission would consider additional debt payments in 2025 as part of its annual spending plan if the need for such additional expenditures materializes that would further the goals of the Redevelopment Commission. C. Payments to Eligible Entities for Educational and Training Programs (e.g., School Corporation(s)) (pursuant to IC 36-7-25-7) As of the date of this report, the Redevelopment Commission anticipates payments in 2025 to eligible entities for educational and training programs pursuant to IC 36-7-25-7 will be $90,976. The Redevelopment Commission would consider additional payments in 2025 to eligible entities for educational and training programs (pursuant to IC 36-7-25-7) as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. South Bend Redevelopment Commission 3 D. Capital Expenditures Contemplated by the Economic Development Plan(s) or Redevelopment Plan(s), as amended Commission-controlled funds can be used as capital expenditure allocations in support of economic development and/or redevelopment. These types of projects include (1) transportation enhancement projects (e.g., curbs, gutters, shoulders, street paving, street construction, bridge improvements, sidewalk improvements, pathway improvements, street lighting, traffic signals, signage, parking lot improvements, site improvements, landscape buffers, and demolition costs); (2) utility infrastructure projects such as utility relocation, water lines, water wells, water towers, lift stations, wastewater lines, storm water lines, retention ponds, ditches, and storm water basin improvements; (3) public park improvements; (4) recreational improvements and equipment; and (5) projects to enhance cultural attractiveness. Capital expenditures can also include the use of funds for real property acquisition and improvements, as well as for equipment and personal property acquisitions and installation. Permissible incentives provided through a development agreement or real estate purchase agreement that support a development or a redevelopment project are also considered capital expenditures. As of the date of this report, the Redevelopment Commission anticipates the following capital expenditures in 2025: • Real property acquisition and improvements: $19,684,463 • Infrastructure improvements including, but not limited to, transportation enhancement projects, utility infrastructure projects, and public park improvements: $7,342,226 The Redevelopment Commission would consider additional capital expenditures in 2025 as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. E. Expenditures from the Redevelopment General Fund (a.k.a. Pokagon Fund) Expenditures by the Redevelopment Commission from the Redevelopment General Fund are to be used in support of initiatives broadly aimed at contributing to the improvement of educational opportunities in the City of South Bend and addressing poverty and unemployment in the City. As of the date of this report, the estimated sum of expenditures in 2025 from the Redevelopment General Fund not discussed elsewhere in this report will be up to $4,230,000. The Redevelopment Commission would consider additional expenditures from the Redevelopment General Fund in 2025 that contribute to the improvement of educational opportunities in the City of South Bend or address poverty and unemployment in the City as part of its annual spending plan if the need for such additional expenditures materializes that would further the goals of the Redevelopment Commission. South Bend Redevelopment Commission 4 F. Grants and Contributions 1. Contributions to Local Economic Development Organizations and similar organizations As of the date of this report, the Redevelopment Commission does not anticipate any contributions in 2025 to Local Economic Development Organizations and similar organizations. However, the Commission would consider making contributions to Local Economic Development Organizations and similar organizations in 2025 as part of its annual spending plan if the need for such a contribution materializes that would further the goals of the Redevelopment Commission. 2. Contributions to local non-profit organizations The Redevelopment Commission has in the past supported local non-profit organizations whose missions, services, and commitments to the community would further the goals of the Commission. The support of the Commission to these organizations can be provided through mechanisms such as donation agreements or contracted services, among other ways. As of the date of this report, total estimated contributions to local non-profit organizations in 2025 will be $133,479. The Redevelopment Commission would consider providing additional contributions to local non-profit organizations in 2025 as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. 3. Grants or loans to enable eligible low-income individuals and families to purchase or lease residential units in a multiple unit residential structure (pursuant to IC 36-7-14- 12.2(a)(24)) As of the date of this report, the Redevelopment Commission does not anticipate any expenditure in 2025 in the form of a grant or loan to enable eligible low-income individuals and families to purchase or lease residential units in a multiple unit residential structure. However, the Commission would consider providing grants or loans in 2025 to enable eligible low-income individuals and families to purchase or lease residential units in a multiple unit residential structure as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. 4. Grants or loans to provide financial assistance to neighborhood development corporations (pursuant to IC 36-7-14-12.2(a)(25)) to permit them to: (A) provide financial assistance for the purposes described in paragraph F.3 above; or (B) construct, rehabilitate, or repair commercial property As of the date of this report, the Redevelopment Commission does not anticipate supporting neighborhood development corporations through expenditures that will permit them to provide financial assistance for the purposes described in paragraph F.3 above or construct, rehabilitate, or repair commercial property. However, the Commission would consider providing grants or loans in 2025 to provide financial assistance to South Bend Redevelopment Commission 5 neighborhood development corporations (pursuant to IC 36-7-14-12.2(a)(25)) as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. 5. Other legally permitted grants or loans As of the date of this report, the Redevelopment Commission does not anticipate expenditures in 2025 for any legally permitted grants or loans that have not been addressed elsewhere in this report. The Redevelopment Commission would consider providing other legally permitted grants or loans in 2025 as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. G. Professional Expenses (e.g., legal, accounting, project supervision expenses, and other) The Redevelopment Commission provides support for redevelopment projects, infrastructure projects, and other initiatives through expenditures for professional services including, but not limited to, legal services, engineering and design services, studies, and more. As of the date of this report, the Redevelopment Commission anticipates expenditures for professional expenses in 2025 will be $2,409,123. The Redevelopment Commission would consider additional expenditures for permitted professional expenses in 2025 as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. H. Expenditures Related to Capital and Operating Expenses for Police or Fire Services (including such things as salaries and benefits, and acquisition of public safety vehicles and equipment) As of the date of this report, the Redevelopment Commission does not anticipate expenditures in 2025 for expenditures related to capital and operating expenses for police or fire services. However, the Commission would consider expenditures related to capital and operating expenses for police or fire services as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. I. Expenditures from Proceeds of Bonds (Including Expenditures for Residential Housing Development Programs), Lease Financings, or Tax Anticipation Warrants As of the date of this report, the Redevelopment Commission does not anticipate expenditures in 2025 from proceeds of bonds (including expenditures for residential housing development programs), lease financings, or tax anticipation warrants that are not discussed elsewhere in this report. The Redevelopment Commission would consider expenditures from proceeds of bonds (including expenditures for residential housing development programs), lease financings, or South Bend Redevelopment Commission 6 tax anticipation warrants as part of its annual spending plan if the need for such an expenditure materializes that would further the goals of the Redevelopment Commission. J. Other Anticipated Expenditures As of the date of this report, the Redevelopment Commission does not anticipate other expenditures in 2025 that are not discussed elsewhere in this report. TOTAL OF (B)-(J): $46,259,227 K. Expenditures from State or Federal Grants or Loans, Foundation Grants or Loans, or Funds Provided to Redevelopment Commission by Other Political Subdivisions Expenditures from state or federal grants or loans, foundation grants or loans, or funds provided to the Redevelopment Commission by other political subdivisions have been included in the estimated expenditure amounts already discussed in this report. This includes grants the City has received in support of projects, including the following: • Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant: The City was awarded this $2,400,000 grant from the U.S. Department of Transportation in August 2022. The available funding will reimburse the City for expenses incurred to study needed transportation improvements in the street network around the South Bend Farmers Market, commonly referred to as the Market District. The City’s match for the grant is $600,000. • Outdoor Recreation Legacy Partnership Grant: In April 2024, the City was awarded a $7,500,000 grant from the National Parks Service for the Kennedy Park Rehabilitation Project, which includes a new outdoor aquatic facility, picnic pavilions, walking paths, educational naturalized landscaping, playground, athletic fields/courts, and improved access for the surrounding neighborhood. The City’s match for the grant is $7,500,000. • Regional Economic Acceleration and Development Initiative (READI) Grant: The historic redevelopment project in downtown South Bend—the Madison Lifestyle District—was awarded $11,780,000 in READI funds in October 2022 by the Indiana Economic Development Corporation. The funds awarded to the developer will reimburse the City for expenditures associated with the project. The City’s commitment after reimbursement will be $12,220,000. The City has and will occasionally apply for grants and other sources of funding that would complement support for projects provided by the Redevelopment Commission. The Commission may incur additional unforeseen expenditures in 2025 if the City is awarded financial support for projects that otherwise may not have been included in the discussions throughout this spending plan. In the event the Commission incurs unplanned spending in 2025, this spending plan will be amended accordingly. RESOLUTION NO. 3610 A RESOLUTION COMMENDING MARCIA I. JONES FOR EXTRAORDINARY SERVICE TO THE SOUTH BEND REDEVELOPMENT COMMISSION WHEREAS, Marcia I. Jones has been a member of the Redevelopment Commission for the City of South Bend since 1999, and prior to that, also served in a volunteer capacity as a member of other City boards, including the Advisory Commission on Industrial Development for the City of South Bend; and WHEREAS, during her time volunteering on the Redevelopment Commission, Marcia took a leadership role, serving as Vice President for more than 4 years before serving as the President of the Commission for 20 years; and WHEREAS, during her 25 years on the Commission, Marcia has attended more than 500 Commission meetings and devoted thousands of volunteer hours to the City of South Bend; and WHEREAS, Marcia has worked with her fellow Commissioners, residents, the Mayor’s Office and the Department of Community Investment on at least hundreds of developments that have helped build the City of South Bend and its infrastructure into what it is today, thereby improving the quality of life of the residents of South Bend; and WHEREAS, during Marcia’s time as a Commissioner, Marcia oversaw redevelopment efforts furthering renovations to key City assets including the Morris Performing Arts Center, Century Center, Palais Royale, Howard Park, Four Winds Field, and other City facilities; environmental rehabilitation efforts in numerous locations; connectivity improvements including Smart Streets, South Shore Double Tracking, and the Coal Line Trail; support for many area nonprofits; and numerous completed and in- progress projects, including improvements to Leighton Plaza, Ignition Park, The Ivy at Berlin Place, Eddy Street Commons, Studebaker Building 84, The LaSalle Apartments, JMS Building, the Armory, Stephenson Mills, Courtyard by Marriott, the Cascades, Indiana Dinosaur Museum, MarMain Apartments, Liberty Tower/Aloft Hotel, the Nexus Center, Diamond View Apartments, The Monreaux, 466 Works, Intend Indiana, the Madison Lifestyle District, and many, many more; and WHEREAS, Marcia always has been a patient, steady and reliable source of objective information to guide the Commissions in making sound decisions; and WHEREAS, Marcia has never forgotten the public that she serves, and has been committed to the public process of decision making, recognizing its importance as necessary and beneficial to the decision being made; and WHEREAS, Marcia has served the public, giving unselfishly of her time for the betterment of the community with no concern for individual recognition; and WHEREAS, after decades of loyal service, Marcia has elected to bring to a close her term of membership on the Commission. NOW, THEREFORE, BE IT RESOLVED that the South Bend Redevelopment Commission hereby recognizes Marcia I. Jones for her extraordinary commitment and distinguished service to the City of South Bend through her role as a Commissioner and leader to the South Bend Redevelopment Commission. The Commission thanks her for the outstanding contributions she has made and declares that her incredible knowledge of South Bend, her diligent work, and her presence at future meetings will be sincerely missed. ADOPTED at a meeting of the South Bend Redevelopment Commission held on November 14, 2024 ATTEST: Vivian Sallie, Secretary SOUTH BEND REDEVELOPMENT COMMISSION By: _________________________ Troy Warner, President