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HomeMy WebLinkAbout11.25.24 RDC Full Packet South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, Monday, November 25 – 9:30 a.m. BPW Conference Room 13th Floor or https://tinyurl.com/RDC-Meeting-11252024 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of November 11, 2024 3. Approval of Claims A. Claims Allowance 11.12.2024 4. Old Business A. None 5. New Business A. River West Development Area 1. Purchase Agreement (Stoic Beverages) 2. Development Agreement (Revs Development LLC) 3. First Amendment to Lease Agreement (Beacon Health System) 4. Sixth Amendment to Purchase Agreement (Real America) 5. Third Amendment to Purchase Agreement (The Monreaux, LLC) 6. Opening of Bids (Lot 2 Bendix Dr. Minor Subdivision) 7. Real Estate Purchase Agreement (415 E. Madison St.) 8. Assignment Agreement (Great Lakes Capital) 9. Confirmation Agreement (Great Lakes Capital) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, December 12, 2024, 9:30 a.m. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES November 14, 2024, at 9:30 a.m. BPW Conference Room, 13th Floor, County-City Building https://tinyurl.com/RDC-Meeting-2T 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: Sandra Kennedy, Corporation Council - Virtual Danielle Campbell Weiss, Asst. City Attorney Redevelopment Staff: Caleb Bauer, Exec. Director, DCI Sarah Schaefer, Deputy Director, DCI - Virtual Erik Glavich, Director of Growth and Opportunity, DCI Rosa Tomas, Director of Finance, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI Laura Hensley, Board Secretary, DCI Others Present: Regina Emberton, 615 W. Colfax Ave. Jonathan Boulos, 1304 Leeper Ave. Matt Barrett, 110 S. Niles Ave. David Michael, Stoic Distillery Rex Weaver, Stoic Distillery Tina Patton, Cross Community CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 2 Tiernan Kane, 1024 Leeper Ave. 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, October 24, 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 24, 2024. 3. Approval of Claims A. Claims Allowances 10.29.2024 Upon a motion by David Relos for approval second by Vivian Sallie, the motion carried unanimously; the Commission approved the claims allowances of October 24, 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) Caleb Bauer, Executive Director of Community Investment, clarified that both items 5A1 & 5A2 will come from the General Fund. He stated that the 4th amendment to the agreement for redevelopment supervisory services updates the fees for service which the Commission pays back into the city general fund for city staff. A portion of the salaries for the Executive Director, the Director of Growth and Opportunity, the Assistant Director of Growth and Opportunity, and the Property Development Manager whose responsibilities handle most of the workload would be included. Commissioner Relos asked that it pays 1/4 of the maximum budgeted salary. Mr. Bauer explained that the adjustment is linked to the salary cap for those positions, ensuring that the amounts only increase annually with the cost of living. This avoids the need for constant adjustments beyond a percentage increase. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 3 Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved the Four Amendment to Agreement as presented on November 14, 2024. 2. Sixth Amendment to Agreement (Engineering Services) Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved the Sixth Amendment to Agreement as presented on November 14, 2024. B. River West Development Area 1. Resolution No. 3616 (Establishing Minimum Bid 214 W. Wayne St.) Erin Michaels, Property Development Manager, presented items 5B1, 5B2 and 5B3 together. Ms. Michaels stated that the minimum bid is $226,000 (an average of two appraisals), bids will be due December 12, 2024, at 9 a.m. The property was purchased by the RDC in November of 2023 with the intent of potential redevelopment. It’s currently a parking lot for city employees and when the city moves in 2025, city employees will be parking in the adjacent parking garage. She explained that we would place an emphasis for approval on compatibility with surrounding businesses as well as the surrounding neighborhood and the River West Development Plan and the parcel is currently zoned DT Downtown. President Troy Warner asked how the timing will work with the move. Ms. Michaels explained that we will have a clause in the purchase agreement that staff can use until our move. Commissioner Relos asked if someone wanted to purchase the property to keep it a parking lot. Ms. Michaels stated that the preference would be for redevelopment, but we would be open to keeping it a parking lot as well. Upon a motion by Vivian Sallie for approval, second by Troy Warner, the motion carried unanimously; the Commission approved Resolution No. 3616 as presented on November 14, 2024. 2. Approve Bid Specifications (214 W. Wayne St.) Upon a motion by David Relos for approval, seconded by Troy Warner, the motion carried unanimously; the Commission approved the Bid Specifications as presented on November 14, 2024. 3. Notice of Intended Disposition (214 W. Wayne St.) CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 4 Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved the Notice of Intended Disposition as presented on November 14, 2024. 4. Development Agreement (321 W. Wayne St.) Joseph Molnar, Asst. Director of Growth and Opportunity, presented a development agreement for the renovation of a blighted former industrial building with the purpose of instituting a new brewery with family entertainment options, as well as some of the building being renovated for professional offices. The developer commits $1.5 million in private investment improvements to the building, and the agreement commits the Redevelopment Commission to $70,000 local public improvements to be completed by December 31, 2027. Mr. Molnar showed renderings of the design of the building and explained it will have family-friendly space included. Indiana Historic Landmarks have stated that they would also go into that space. Regina Emberton, with Historic Hearthstone, owns the 17,000 square foot facility and would be leasing to Ivy Alley Brewhouse. She stated that she has engaged Keel Architecture to help with renovations and hopes to keep the historic nature of the building. Ms. Emberton explained that they have leased at no cost the 4500 square foot basement level to South Bend Trade Works, which deals with vintage restoration of construction materials. President Warner asked about the timeline for the project. Ms. Emberton stated that the goal would be to be open by the start of the baseball season next year. Jonathan Boulos spoke in favor of the project. Upon a motion by Troy Warner for approval, second by Vivian Sallie, the motion carried unanimously; the Commission approved the Development Agreement as presented on November 14, 2024. 5. Purchase Agreement (Stoic Beverages) Joseph Molnar, Asst. Director of Growth and Opportunity, presented a purchase agreement for a property the city re-acquired in early 2024 from Bear Hands Brewery, which the city had sold the property a number of years earlier to Bear Hands and re-acquired after they did not meet the minimum investment and the terms of their purchase agreement. A competitive request for proposals was issued and Stoic Distilling Co. demonstrated firm financing and experience for the site. The purchase price is $20,000 for a full-service distillery with $300,000 in private investment to begin construction in 12 months and to finish in 36 months. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 5 David Michael and Rex Weaver with Stoic Distillery explained that they will be committed to the community with hosting fundraising events and partnering with local vendors to provide Stoic with everything to produce their products. Mr. Weaver stated that he has over 10 years of experience in distilling and Mr. Michael has contractor and mechanical engineering experience to help with the renovations. Commissioner Relos asked if they’d purchased the distilling equipment and Mr. Michael stated that it's already in the building. President Warner asked about kitchen services. Mr. Michael stated that they have restaurant experience and there will be a commercial kitchen and will serve a limited menu of grilled cheese sandwiches as well as salads and soups. He stated that it will be a family-friendly environment with games and music. Commissioner Sallie asked about how many jobs they anticipate creating. Mr. Michael stated 25-30 people at full capacity. Tiernan Kane, project lead for Unity LLC, shared his opposition to the proposal choice. He shared his vision for the site and asked the Commissioners to not make their decision today. Caleb Bauer, Executive Director of Community Investment, stated that this doesn't necessarily preclude agreements between private property owners. Therefore, if Stoic Distilling Co. chose to become part of a larger development in the future, a purchase agreement between the private entities could occur without involving the Commission, though it might still need the Commission's approval for the development agreement. Mr. Bauer did not see a reason to delay a viable project without clear evidence of financing for a compelling vision. Tina Patton, Jonathan Boulos, Gabriella Girgis, Matt Barrett, Kim Kennedy, Monica McDaniels, and Zach Coddington were against making the decision today. David Michael, Rex Weaver, Regina Emberton, and staff asked the Commission to approve the purchase agreement. Upon a motion by Troy Warner to table the decision until the next meeting, second by Vivian Sallie, the motion was opposed by David Relos; the Commission will table the Purchase Agreement as presented on November 14, 2024. 6. Resolution No. 3619 (Authorizing Staff Sherrif Sale Bid) Joseph Molnar, Asst. Director of Growth and Opportunity, presented the Sheriff's Office holding periodic auctions for properties, both land and buildings as well as other items and some of those properties are on the River West acquisition list. The Resolution authorizes certain staff to bid at auction and may only do so with the express approval of the Executive Director. After the auction, staff must report back to the Redevelopment Commission regarding any bids made on their behalf CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 6 at the next meeting. The Resolution will be valid through June 30, 2025. Commissioner Relos asked if there is an $850,000 limit and 10% down and Mr. Molnar stated that there have to be fund transfers that day and the city controller is also involved, appraisals and prices also need to be researched ahead of time. Tina Patton asked if the city wins the bid, what happens next. Mr. Molnar explained it would be the same as any other purchase and if the city wished to redevelop, it would go through an open bidding process and the RDC would approve. Upon a motion by David Relos for approval, second by Vivian Sallie, the motion carried unanimously; the Commission approved Resolution No. 3619 as presented on November 14, 2024. C. River East Development Area 1. Second Amendment to Purchase Agreement (Former Firehouse #9) Joseph Molnar, Asst. Director of Growth and Opportunity, presented the second amendment to the purchase agreement to add 12 months to the due date for the former Firehouse #9. Mr. Molnar did note that this purchase agreement was for two parcels, however, there's one tiny sliver at the bottom and it has a tax bill of $30.00 due. He asks that if approved, it would be subject to those taxes being paid. Commissioner Relos asked what the City is planning for the property and Mr. Molnar stated it will be renovated for professional office use. Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved the Second Amendment to the Purchase Agreement subject to the taxes being paid on November 14, 2024. D. Administrative 1. Resolution No. 3617 (Authorizing DCI Staff for Administrative Acts) Caleb Bauer, Executive Director of Community Investment, asked that items D1 and D2 be heard together. He stated that both of these Resolutions the Commission has seen annually authorizing staff to conduct acts on behalf of the Redevelopment Commission. Resolution No. 3617 establishes which City staff may be authorized to perform administrative acts related to the RDC’s owning, managing, leasing and selling property. Resolution No. 3618 establishes which City staff may be authorized to initiate contracts for services related to property ownership and also sets a maximum amount for each respective service. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 7 Upon a motion by David Relos for approval, second by Vivian Sallie, the motion carried unanimously; the Commission approved Resolution No. 3617 as presented on November 14, 2024. 2. Resolution No. 3618 (Staff Authority for Property Contracts Related Services) Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved Resolution No. 3618 as presented on November 14, 2024. 3. Resolution No. 3620 (Adopting 2025 Annual Spending Plan) Caleb Bauer, Executive Director of Community Investment, presented a Resolution adopting the 2025 Annual Spending Plan. He explains that Indiana’s Code 36-7-14-12.7(a) has changed which now requires the submission of a yearly spending plan. The spending plan is uploaded onto the Indiana Gateway and available publicly and will likely be amended throughout the year as adjustments are made. Mr. Bauer explained that it is our best estimate for spending for the coming year. Mr. Bauer states that the resolution approves the plan, direct staff to file it, and provides staff the authority to amend the plan to reflect appropriations made by the Commission throughout the year 2025. The methodology for the plan is using our estimated 2025 tax increment financing revenues based on our 2024 revenues and some trending development areas and includes the redevelopment general fund. Mr. Bauer explained the graph displaying the combined increments collected across all development areas over the past few years. He noted a dip after 2020, followed by significant growth, which is expected to continue into 2025. He also reviewed the end-of-year fund balances graph, highlighting the healthy reserves maintained in each development area. The intent is not to hoard large reserves but to reinvest tax refinancing dollars back into the district. Any remaining funds are reserved for debt service obligations. Detailing the last chart of the annual spending plan, Mr. Bauer stated that DCI has projected expenditures into broad categories per Indiana Code guidance. The largest category is capital expenditures, including real property improvements and acquisitions, followed by debt service obligations as the second-largest category of appropriations and will fall off in the River East development area and at least one bond issuance in the River West Development area in the next couple of years, and that number is expected to shrink. Also, capital CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 8 expenditures, infrastructure and improvements, the redevelopment general fund, professional expenses and other smaller categories. Commissioner Relos asked if the projections were internal estimates and Mr. Bauer stated that they were a 3% escalator on our current 2024 June distribution and then using the past five years distribution ratio compared from June to December to extrapolate that out. Matt Barrett asked how much money is available in each of the districts. Caleb Bauer explained if you subtract the debt service obligations from that pie chart, the rest of those funds when they are received in June and December of 2025 are available. Also, not knowing what the Commission is going to actually appropriate in any given year, we are obliged to prepare this report, we are obliged to categorize it in high level categories, and we've done that and we're requesting the Commission's permission to amend the plan throughout the year. Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved Resolution No. 3620 as presented on November 14, 2024. 4. Resolution No. 3610 (Commendation for Marcia Jones) President Troy Warner thanked Marcia for her 40 plus years of services on different types of economic and development Commissions for the City of South Bend. The current Commission is very grateful for her service. Commissioner Relos expressed that she was fun and a great baker. Commissioner Sallie was delighted to work with her on the Studebaker Commission. Upon a motion by Vivian Sallie for approval, second by David Relos, the motion carried unanimously; the Commission approved Resolution No. 3610 as presented on November 14, 2024. 6. Progress Reports A. Tax Abatement Erik Glavich, Director of Growth and Opportunity, stated that on October 28, 2024, the Common Council approved confirming resolutions for two real property tax abatements. The property at 321 W. Wayne Street received a 10-year abatement, and the DoubleTree hotel received a 9- year abatement. B. Common Council CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 14, 2024 9 C. Other 7. Next Commission Meeting Monday, November 25, 2024 due to the Thanksgiving Holiday week, at 9:30 a.m. 8. Adjournment Thursday, November 14, 2024, 10:56 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, November 12, 2024 claims andPursuant to Indiana Code 36-4-8-7, I have audited and certified the attached submit them for allowance in the following amounts: GBLN-0093246 $7,482.41 GBLN-0093238 $1,089,448.90 GBLN-0093738 $208,276.77 Total:$1,305,208.08 _______________________________ 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: claims and ance Expenditure approval RDC Payments-Oct 2024 Wires GBLN-0093246 Payment method: Voucher: Payment date: Vendor# V-00001077 Wire-Total RDCP-00032826 10/3/2024 Name MERIDIAN TITLE CORP Invoice# 2417768 Due date Line description Affordable HomeMatters Transfer Agreement - Judgement payment due from City 10/3/2024 Invoice amount Financial dimensions $7,482.41 324-10-102-121-441000-- Purchase order PO-0034056 Expenditure approval RDC Payments-11/5/24 Pymt Run GBLN-0093238 Payment method: Voucher: Payment date: Vendor# V-00000191 Payment method: Voucher: Payment date: Vendor# V-00000526 V-00000526 V-00000526 Payment method: Voucher: Payment date: Vendor# V-00000775 Payment method: Voucher: Payment date: CHK-Total RDCP-00032815 11/5/2024 Name BARNES & THORNBURG LLP ACH-Total RDCP-00032816 11/5/2024 Name ENFOCUS INC ENFOCUS INC ENFOCUS INC CHK-Total RDCP-00032817 11/5/2024 Name HRP CONSTRUCTIO N INC CHK-Total RDCP-00032818 11/5/2024 Invoice# 3313591 Invoice# 1201805186 1201805186 1201805186 Invoice# APP #9 Line description Legal Services -RDC Matters Line description Commuters Trust - EnFocus Fellow Commuters Trust - Transportation Costs Commuters Trust - MISC Costs Line description LaSalle Park Improvements - Final Pay Application Due date Invoice amount Financial dimensions 11/13/2024 $661.50 433-10-102-123-431001-- Due date 11/15/2024 11/15/2024 11/15/2024 Due date 11/5/2024 Invoice amount Financial dimensions 433-10-102-123-439300-- $5,166.67 PROJ00000383 433-10-102-123-439300-- $10,826.06 PROJ00000383 433-10-102-123-439300-- $25.00 PROJ00000383 Invoice amount Financial dimensions $39,439.22 324-10-102-121-444000-­ PROJ00000241 Purchase order PO-0034227 Purchase order PO-0029761 PO-0029761 PO-0029761 Purchase order PO-0024048 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: 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 Beverages”) for the purchase of the former Gates Service Building at 410 W Wayne Street (the “Property”). Below is a timeline of 410 W Wayne since reacquisition by the Redevelopment Commission (“RDC”) of the Property. - March 7, 2024, Deed recorded reconvening property back to RDC after a defaulted Development Agreement. The RDC never lost title rights to the Property. - June 27, 2024, the RDC approved a comprehensive Request for Proposal (“RFP”) for the Property. The RFP set out how the submitted bids would be reviewed by RDC and RDC Staff. The RFP was shared extensively with potential developers and interested parties with a substantial period for potential submitters to comply with the requirements of the RFP. - August 22, 2024, the RDC opened bids for the RFP of which there were four (4) total submitted. - September 26, 2024, RDC Staff requested two (2) additional weeks to continue reviewing submitted bids and discuss with potential developers. o RDC Staff had direct conversations with developers at this time. - October 10, 2024, RDC Staff presented recommendations on the submitted bids. Recommendation was approved by RDC to enter into direct negotiations with Stoic Beverages as the bid which most closely met the RFP evaluation criteria and requirements. - November 14, 2024, RDC Staff presented the Agreement with Stoic Beverages which RDC tabled until November 25, 2024. In total, it has been approximately five (5) months since the RFP for the Property was publicly released. RDC Staff have submitted Stoic Beverages for the Agreement as their bid has met the stated evaluation criteria set out in the RFP better than other submissions including the following specific criteria: - Experience. Stoic Beverages partners each have a decade plus experience in both the renovation of older buildings and owning/operating a distillery. One partner owns a renovation/construction _________________________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 company while the second partner has experience as the head distiller at multiple successful distilleries. - Financial Responsibility. Stoic Beverages has provided documented evidence from a local financial institution that they have full financing secured to complete the project. Stoic Beverages was the only of the four (4) bidders to provide evidence of secured financing. - Purchase Price. Stoic Beverages proposed the largest purchase price of any of the four (4) bidders. Their purchase price, while being the highest, also is only for the Gates Service building and smaller lot accompanied to it and does not include the larger parking lot to the direct south which would still be held by RDC for a potential future development. - Consistence with River West Development Area Plan. The Stoic Beverages proposal met the following Objectives identified by the River West Development Area Plan: Economic Development (including opportunities to promote entrepreneurship); Placemaking and the Built Environment (including creating a vibrant urban downtown core and prioritize projects that preserve and rehabilitee existing buildings over ones of new construction); and Sustainability and Environmental Management (including encouraging reuse of existing properties). The Agreement commits Stoic Beverages 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 o As one of the partners of Stoic Beverages own a construction company, which work performed would not count towards $300,000 commitment, total project costs are estimated around $550,000. Staff believe this Agreement will activate long-vacant property, create new jobs, and bring vitality to downtown South Bend while also preserving other nearby owned RDC properties for potential redevelopment projects. Staff recommends approval. REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on November 25, 2024 (the “Contract Date”), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (“Seller”) and Stoic Beverages LLC a Indiana limited liability corporation with its registered office at 26829 County Road 52, Nappanee, IN, 46550 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A.Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”). B.In furtherance of its purposes under the Act, Seller owns certain real property located in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit A (the “Property”). C.Pursuant to the Act, Seller adopted its Resolution No. 3151 on August 15, 2013, whereby Seller established an offering price of Tow Hundred and Twenty-Seven Thousand Five Hundred Dollars ($227,500.00) for the Property. D.Pursuant to the Act, on August 15, 2013 Seller authorized the publication, on August 23, 2013, and August 30, 2013, respectively, of a notice of its intent to sell the Property and its desire to receive bids for said Property on or before September 12, 2013, at 9:30A.M. E.On September 12 2013, at 9:30A.M., Seller received no bids for the Property, and, therefore, having satisfied the conditions stated in Section 22 of the Act, Seller now desires to sell the Property to Buyer on the terms stated in this Agreement. F.Subsequently, Seller entered into a Real Estate Purchase Agreement with another purchaser, dated effective August 25, 2016, which agreement was modified by amendments one through seven from December 15, 2016 to February 1, 2023, and the Property was return ed to Seller pursuant to the terms of a Settlement Agreement by Warranty Deed recorded as Instrument No. 2024-04864 on March 7, 2024. G.A Request for Proposals for the Property was approved by Seller on June 27, 2024 and disseminated; four bids were received and opened by Seller on August 21, 2024. H.On October 10, 2024, Seller determined that it was in the best interest of the City of South Bend, Indiana to commence negotiations with Buyer for the sale of the Property. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. RECITALS The recitals above are hereby incorporated into this Agreement by reference. 2. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following representative (“Seller’s Representative”): TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend 1400 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend 1200 S. County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 This offer shall expire thirty (30) days after delivery unless accepted by Seller. To accept Buyer’s offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with applicable laws, to the following (“Buyer’s Representative”): TO BUYER: Stoic Beverage LLC 26829 County Road 52 Nappanee, IN, 46550 _____________________________ WITH COPY TO: 3. PURCHASE PRICE AND EARNEST MONEY DEPOSIT A. Purchase Price. The purchase price for the Property shall be Twenty Thousand Dollars ($20,000.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in Section 10 below (the “Closing,” the date of which is the “Closing Date”). B. Earnest Money Deposit. Within five (5) business days after the Contract Date, Buyer will deliver to Seller the sum of Two Thousand Dollars ($2,000.00), which Seller will hold as an earnest money deposit (the “Earnest Money Deposit”). Seller will be responsible for disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing occurs, refunded or forfeited as provided below. C. Termination During Due Diligence Period. If Buyer exercises its right to terminate this Agreement by written notice to Seller in accordance with Section 4 below, the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement by written notice to Seller within the Due Diligence Period, then the Earnest Money Deposit shall become non-refundable. D. Liquidated Damages. If Seller complies with its obligations hereunder and Buyer, not having terminated this Agreement during the Due Diligence Period in accordance with Section 4 below, fails to purchase the Property on or before the Closing Date, the Earnest Money Deposit shall be forfeited by Buyer and retained by Seller as liquidated damages in lieu of any other damages. 4. BUYER’S DUE DILIGENCE A. Investigation. Buyer and Seller have made and entered into this Agreement based on their mutual understanding that Buyer intends to develop the Property into a distillery (the “Buyer’s Use”). Seller acknowledges that Buyer’s determination of whether Buyer’s Use is feasible requires investigation into various matters (Buyer’s “Due Diligence”). Therefore, Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Due Diligence Period. Buyer shall have a period of ninety (90) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 (the “Due Diligence Period”). C. Authorizations During Due Diligence Period. During the Due Diligence Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars ($1,000,000), naming Seller as an additional insured and covering the activities, acts, and omissions of Buyer and its representatives at the Property, to (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof and Buyer may not conduct any invasive testing at the Property without Seller’s express prior written consent; further provided, that if the transaction contemplated herein is not consummated, Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or Buyer’s agents or representatives; and (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated use of the Property. If Seller’s written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application Buyer may request from Seller such consent or signature, which Seller shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other commitments that would further restrict the future use or development of the Property, beyond the restrictions in place as a result of the current zoning of the Property, shall be subject to Seller’s prior review and written approval. D. Environmental Site Assessment. Buyer may, at Buyer’s sole expense, obtain a Phase I environmental site assessment of the Property pursuant to and limited by the authorizations stated in this Section 4. E. Termination of Agreement. If at any time within the Due Diligence Period Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller’s Representative, and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 5. SELLER’S DOCUMENTS Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection, engineering, title, and survey reports and documents in Seller’s possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Seller’s Representative with or without a written request by Seller. 6. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 8 below). 7. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within twenty (20) days after the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be responsible for all of the Title Company’s title search charges and all costs of the Title Commitment and owner’s policy. 8. REVIEW OF TITLE COMMITMENT AND SURVEY Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within twenty (20) days after Buyer’s receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period, in which case the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to so terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 9. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care of Buyer’s Representative at their respective addresses stated in Section 2 above. Either Party may, by written notice, modify its address or representative for future notices. 10. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date not later than sixty (60) days after the end of the Due Diligence Period. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of the Deed, in the form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 8 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 11. BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS A. Property Improvements; Proof of Investment. Within Thirty-Six (36) months after the Closing Date, the Buyer will expend an amount not less than Three Hundred Thousand Dollars ($300,000.00) on improvements to the site, as well as the cost of equipment and design, needed to redevelop the Property for the uses set forth herein including renovating the property as a full service distillery with publicly opened tasting room (“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. B. Post-Closing Buyer Commitments. The Buyer shall: (i) Commence construction of the project within twelve (12) months of the Closing Date; (ii) Complete construction of the project and Property Improvements within thirty-six (36) months of the Closing Date; (iii) In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary. (iv) Provide the design, plans, and specifications for Property Improvements consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same. Acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion. C. Certificate of Completion. Promptly after Buyer completes the Property Improvements and satisfactorily proves the same in accordance with the terms of Section 11.A. above, as well as compliance with Section 11.B. above, Seller will issue to Buyer a certificate acknowledging such completion and releasing Seller’s reversionary interest in the Property (the “Certificate of Completion”). The Parties agree to record the Certificate of Completion immediately upon issuance, and Buyer will pay the costs of recordation. D. Remedies Upon Default. In the event Buyer fails to complete the Property Improvements or to comply with Section 11.B., above, or satisfactorily to prove such performance, in accordance with Section 11.A above, then, in addition to pursuing any other remedies available at law or in equity, Seller shall have the right to: re-enter and take possession of the Property and to terminate and revest in Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without offset or compensation for the value of any improvements made by Buyer. The Parties agree that Seller’s conveyance of the Property to Buyer at Closing will be made on the condition subsequent set forth in the foregoing sentence and the terms of this Section 11 will be referenced in the deed. 12. SELLER'S POST-CLOSING OBLIGATIONS On and after the Closing Date, the Seller commits to working with the Buyer to finalize plans, designs, and specifications for Property Improvements to the satisfaction of the City departments, consistent with City standards. 13. ACCEPTANCE OF PROPERTY AS-IS Buyer agrees to purchase the Property “as -is, where-is” and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 14. TAXES Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date. Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on the Property. 15. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non- defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 16. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 17. INDEMNITY The Parties agree to indemnify, save harmless, and defend each other from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party. 18. INTERPRETATION; APPLICABLE LAW As both Parties have participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 19. 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. 20. ATTORNEYS’ FEES In the event the Seller pursues any legal action (including arbitration) to enforce or interpret this Agreement, the Buyer shall pay Seller’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 21. 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. 22. 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. 23. 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. 22 ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 23. ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 24. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 25. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 26. TIME Time is of the essence of this Agreement. [Signature page follows.] EXHIBIT A Description of Property 410 W Wayne St. 71-08-11-284-001.000-026 018-3012-044003 Lot A Vails Sub First Replat EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. __________________ SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 1400 S. County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to XXX (the “Grantee”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”): 410 W Wayne St. 71-08-11-284-001.000-026 018-3012-044003 Lot A Vails Sub First Replat Page 1 of 3 The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all provisions and objectives contained in the Commission’s 2019 River West Development Area Plan, as thereafter amended from time to time, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Pursuant to Section 11 of the Purchase Agreement, the Grantor conveys the Property to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Property Improvements, or satisfactorily to prove such performance, in accordance with Section 11 of the Purchase Agreement, then the Grantor shall have the right to re-enter and take possession of the Property and to terminate and revest in the Grantor the estate conveyed to the Grantee by this deed and all of the Grantee’s rights and interests in the Property without offset or compensation for the value of any improvements to the Property made by the Grantee. The recordation of a Certificate of Completion in accordance with Section 11 of the Purchase Agreement will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that s/he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. [SIGNATURE PAGE FOLLOWS] Page 2 of 3 GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Vivian G. Sallie, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Marcia I. Jones and Vivian Sallie, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2024. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Sandra Kennedy This instrument was prepared by Sandra Kennedy, Corporation Counsel, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. . Page 3 of 3 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11.21.24 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Revs Development LLC 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 Development Agreement with Revs Development LLC SPECIFICS: Revs Development LLC (“Developer”) has recently acquired property located at the intersection of Orange Street and Johnson Street consisting of six (6) parcels in total (the “Property”). On the Property is a church that suffered a fire while under previous ownership. The church is beyond repair and needs to be demolished. The proposed Development Agreement (“Agreement”) commits the Redevelopment Commission to expending not to exceed $150,000 on the deconstruction of the existing church structure and removal of the dilapidated existing parking lot. The Agreement then commits the Developer to expending not less than $400,000 on constructing improvements on the Property including the construction of a minimum of two (2) housing units on the Property as well as reconstructing the sidewalks. Furthermore, the Agreement commits the Developer agrees to grant the RDC an exclusive option to purchase the Property. The Option Agreement shall be triggered only if the Developer fails to complete the project improvements or expend the full amount of private investment by December 31, 2028. The Property resides in the Kennedy Park neighborhood which has not seen the construction of new housing in decades and has seen large scale population decline. Demolition of a currently blighted and hazardous building while also committing to the construction of two new housing units just a few blocks west of the new Dream Center will help increase the quality of life for all nearby residents. Staff recommends approval of the Agreement. _________________________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 25, 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”), REVS DEVELOPMENT LLC, an Domestic Limited Liability Company, with offices at 56085, South Bend, Indiana 46619 (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 and the Project will serve the West Washington 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 One Hundred and Fifty Thousand Dollars ($150,000.00) 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 Four Hundred Thousand ($400,000.00) 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 Improvements, 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, 2028 (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 4.6 Reporting Obligations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b) On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report, in the format set forth as Exhibit E, demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, 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 5 shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit F attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. 4.13 Option to Purchase. In consideration of the Commission’s commitment to construct the Local Public Improvements, Developer agrees to grant the Commission an exclusive option to purchase the Developer Property (“Option”) in the form Option to Purchase Agreement attached hereto as Exhibit G, which shall be executed herewith. The Option shall be triggered only if 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. As further evidence of the Option, the Parties shall execute, record, and place of record a memorandum of this Option, in the form attached hereto as Exhibit H, in the office of the County Recorder of St. Joseph County, Indiana. Promptly upon substantial completion of the Project, as evidenced by a Certificate of Occupancy, and submission of proof of full Private Investment expended, each prior to the Mandatory Project Completion Date, the Commission will issue to Developer a certificate acknowledging such completion and expenditures and releasing the Commission’s Option on the Developer Property (the “Certificate of Completion”). The Parties agree to record the Certificate of Completion immediately upon issuance, and Developer will pay the costs of recordation. 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 6 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 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 7 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 Option or 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 exercise its Option to purchase the Developer Property. In the event the Commission elects not to exercise its Option to purchase the Developer Property, the Commission may instead recover, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of its 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 for completion, the Parties agree that 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 on the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the Project, including redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such 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 8 such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c) The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further 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 9 a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 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: REVS DEVELOPMENT LLC 56085 Chapel Lane South Bend, IN 46619 Attn: Barbara Turner 10 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 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. 11 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 12 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Vivan G. Sallie, Secretary ______________________________ REVS DEVELOPMENT LLC ______________________________ Barbara Turner, Manager 13 EXHIBIT A Description of Developer Property Tax ID No. 018-2006-005801 Parcel Key No. 71-08-10-207-002.000-026 Legal Description: 60.6' BY 120' NW PT LOT 18 COLLEGE GROVE ADD Commonly known as: 215 JOHNSON ST Tax ID No. 018-2006-005802 Parcel Key No. 71-08-10-207-003.000-026 Legal Description: 30 X 120 Ft Se Cor Lot 18 College Grove Commonly known as: 213 JOHNSON ST Tax ID No. 018-2006-0059 Parcel Key No. 71-08-10-207-004.000-026 Legal Description: N 1/2 LOT 19 COLLEGE GROVE Commonly known as: 207 JOHNSON ST Tax ID No. 018-2006-005901 Parcel Key No. 71-08-10-207-006.000-026 Legal Description: E 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 203 JOHNSON ST Tax ID No. 018-2006-005902 Parcel Key No. 71-08-10-207-005.000-026 Legal Description: W 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 2013 ORANGE ST Tax ID No. 018-2006-0058 Parcel Key No. 71-08-10-207-001.000-026 Legal Description: 51.5' BY 90.6' W PT LOT 18 COLLEGE GROVE ADDN Commonly known as: 2014 PARALLEL ST 14 EXHIBIT B Project Plan The Developer will complete the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: • The Developer will construct a minimum of two (2) housing units. • Fully reconstruct sidewalks 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 substantially complete upon the issuance of Certificates of Occupancy. 15 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: • Deconstruction of the existing former church structure on the site; • Remove the existing parking lot; and • Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The Developer shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.9 (“Specifications for Local Public Improvements”) or that require funding above the Funding Amount are the sole responsibility of the Developer. 16 EXHIBIT D Form of Easement 17 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the 25 of November 2024 (the “Effective Date”), by and between REVS DEVELOPMENT LLCwith offices at 56085 Chapel Lane, South Bend, Indiana 46619 (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 25, 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. 18 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: ________________________________ Printed: -______________ Its: Manager STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Barbara Turner, 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. 19 EXHIBIT 1 Description of Property Tax ID No. 018-2006-005801 Parcel Key No. 71-08-10-207-002.000-026 Legal Description: 60.6' BY 120' NW PT LOT 18 COLLEGE GROVE ADD Commonly known as: 215 JOHNSON ST Tax ID No. 018-2006-005802 Parcel Key No. 71-08-10-207-003.000-026 Legal Description: 30 X 120 Ft Se Cor Lot 18 College Grove Commonly known as: 213 JOHNSON ST Tax ID No. 018-2006-0059 Parcel Key No. 71-08-10-207-004.000-026 Legal Description: N 1/2 LOT 19 COLLEGE GROVE Commonly known as: 207 JOHNSON ST Tax ID No. 018-2006-005901 Parcel Key No. 71-08-10-207-006.000-026 Legal Description: E 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 203 JOHNSON ST Tax ID No. 018-2006-005902 Parcel Key No. 71-08-10-207-005.000-026 Legal Description: W 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 2013 ORANGE ST Tax ID No. 018-2006-0058 Parcel Key No. 71-08-10-207-001.000-026 Legal Description: 51.5' BY 90.6' W PT LOT 18 COLLEGE GROVE ADDN Commonly known as: 2014 PARALLEL ST 20 EXHIBIT E Form of Report to Commission 21 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: ___________________ 22 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 23 EXHIBIT G Option to Purchase Agreement 24 OPTION TO PURCHASE AGREEMENT THIS EXCLUSIVE OPTION TO PURCHASE AGREEMENT (the "Option Agreement") is made and entered into by and between the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment ("Commission"), and REVS DEVELOPMENT LLC, an Domestic Limited Liability Company, with offices at 56085 Chapel Lane, South Bend, Indiana 46619(the “Developer”) (the “Developer”) (the Commission and the Developer are each sometimes referred to herein as a "Party" or collectively as the "Parties"). PRELIMINARY STATEMENT Developer is the owner of certain real estate, as more particularly described in Exhibit 1 to this Option Agreement (the "Property"). The Parties have entered into a certain Development Agreement dated November 25 2024 (the “Development Agreement”) relating to the Developer’s construction of new housing units in South Bend and the Commission’s contribution to certain Local Public Improvements on the Property (the "Development Agreement"). The Parties acknowledge and agree if the Developer does not proceed with completing the Project as set forth in the Development Agreement, the Commission, the City, and citizens of the South Bend will suffer significant injury. Therefore, if 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 in accordance with the requirements set forth in the Development Agreement, the Commission shall be entitled to an exclusive option to purchase the Project Property (“Option”), and, in the event of exercise of said Option, Developer agrees to sell the Property to the Commission, upon the terms and conditions hereinafter set forth. Unless otherwise specified herein, all capitalized terms have the meaning set forth in the Development Agreement. In consideration of the mutual promises contained in this Option Agreement, the Parties agree to the following: AGREEMENT 1. Exclusive Option to Purchase. The Developer hereby grants the Commission the exclusive Option to purchase the Property, subject to the terms and conditions set forth herein. The Option must be exercised by Commission, if at all, no later than one year after the trigger events set forth in the Development Agreement (the “Option Period”), which shall occur if Developer fails to (a) 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 in accordance with the requirements set forth in the Development Agreement. 2. Consideration. As a consideration for this Option, the Parties acknowledge that the Commission will pay the Funding Amount and construct the Local Public Improvements as set forth in the Development Agreement (the “Option Payment”). 25 3. Exercise of Option. Commission may exercise the Option by giving notice to the Developer in writing during the Option Period in the manner provided for the giving of notices in Section 10 of this Option Agreement. 4. Purchase Price. In the event of exercise, the Commission shall purchase from Developer and Developer shall sell to the Commission, the Property for the purchase price of One Dollar ($1.00), as well as any costs typically paid by the seller at closing, including but not limited to taxes, closing costs, and transfer fees (the "Purchase Price"). 5. Purchase Agreement and Closing. If the Option is exercised, the Commission and Developer will promptly negotiate the terms of a purchase agreement for the Property, which shall include the Purchase Price and shall specify that the Commission shall accept Property described in Exhibit 1, as-is with all faults. The Commission and its counsel shall be responsible for preparing the initial draft of the purchase agreement, which will be in a form customary for transactions of similar scope and significance to the Parties and, with the exception of the foregoing, will include customary representations, warranties, indemnities, covenants, customary conditions of closing and other customary matters. At closing, Developer shall deliver a special warranty deed free and clear of all encumbrances excepting and subject to all legal highways, applicable zoning ordinances, and easements of record and real estate taxes and assessments prorated in accordance with local custom. 6. Recording of Memorandum. The Parties shall, concurrently herewith, execute, record, and place of record a memorandum of this Option Agreement in the office of the County Recorder of St. Joseph County, Indiana. 7. Governing Law and Jurisdiction. This Option Agreement will be governed by Indiana law, without regard to principles of conflicts of law. Any dispute between the Parties shall be heard in any court of competent jurisdiction in St. Joseph County, Indiana. 8. Benefit of the Parties. This Option Agreement is made solely for the benefit of the Parties, and no one else shall acquire or have any right under (or by virtue of) this Option Agreement. 9. Binding Effect and Assignment. This Option Agreement shall be binding upon and inure to the benefit of the Parties and to their respective successors and assigns. The rights and obligations contained in this Option Agreement shall not be assigned by either Party. 10. Amendment. This Option Agreement may only be amended or modified as may be agreed upon in writing by all Parties. 11. Notices. All notices and other communications hereunder shall be in writing and shall be furnished by hand delivery or by registered or certified mail to the Parties at the addresses set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses shown below, addressed as follows: If to the Commission, to: 26 South Bend Redevelopment Commission c/o Department of Community Investment 227 W. Jefferson Blvd., Suite 1400 S. South Bend, IN 46601 Attn: Executive Director With a copy to: City of South Bend Department of Law 227 W. Jefferson Blvd., Suite 1200 S. South Bend, IN 46601 Attn: Corporation Counsel If to Developer, to: REVS DEVELOPMENT LLC 56085 Chapel Lane South Bend, IN 46619 Attn: Barbara Turner 12. Severability. If any term, provision, covenant or restriction contained in this Option Agreement that is intended to be binding and enforceable is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 13. 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 nay 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. 14. 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 Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 15. Time. Time is of the essence of this Agreement. 16. Entire Agreement. The Parties acknowledge that upon final execution of this Option Agreement, all previous statements, proposals, offers and information and any oral statements or understandings are hereby rendered void, null, and of no legal consequence 27 in connection with the subject matter hereof and that this Option Agreement represents an expression of the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or understandings of any kind between the Parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have executed this Option to Purchase Agreement on the 25 day of November 2024. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Vivian G. Sallie, Secretary REVS DEVELOPMENT LLC ______________________________ Barbara Turner, Manager 28 EXHIBIT 1 Property Description Tax ID No. 018-2006-005801 Parcel Key No. 71-08-10-207-002.000-026 Legal Description: 60.6' BY 120' NW PT LOT 18 COLLEGE GROVE ADD Commonly known as: 215 JOHNSON ST Tax ID No. 018-2006-005802 Parcel Key No. 71-08-10-207-003.000-026 Legal Description: 30 X 120 Ft Se Cor Lot 18 College Grove Commonly known as: 213 JOHNSON ST Tax ID No. 018-2006-0059 Parcel Key No. 71-08-10-207-004.000-026 Legal Description: N 1/2 LOT 19 COLLEGE GROVE Commonly known as: 207 JOHNSON ST Tax ID No. 018-2006-005901 Parcel Key No. 71-08-10-207-006.000-026 Legal Description: E 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 203 JOHNSON ST Tax ID No. 018-2006-005902 Parcel Key No. 71-08-10-207-005.000-026 Legal Description: W 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 2013 ORANGE ST Tax ID No. 018-2006-0058 Parcel Key No. 71-08-10-207-001.000-026 Legal Description: 51.5' BY 90.6' W PT LOT 18 COLLEGE GROVE ADDN Commonly known as: 2014 PARALLEL ST 29 EXHIBIT H Memorandum of Option Agreement 30 MEMORANDUM OF OPTION AGREEMENT This Memorandum of Option Agreement (this “Memorandum”) is entered into as of the 25 day of November, 2024 (the “Effective Date”), by and between South Bend Redevelopment Commission, governing body of the Department of Redevelopment of the City of South Bend, Indiana (the “Commission”), and REVS DEVELOPMENT LLC, an Doemstic Limited Liability Company, with offices at 56085 Chapel Lane, South Bend, IN, 46619 (the “Developer”) (the Commission and the Developer are each sometimes referred to herein as a "Party" or collectively as the "Parties"). WITNESSETH WHEREAS, the Developer is the owner of that certain real estate situated in the City of South Bend, County of St. Joseph and State of Indiana, comprising six (6) parcels which are more particularly described on Exhibit 1, attached hereto and made a part hereof as if fully rewritten herein (the “Property”); and WHEREAS, as of the date hereof, the Commission and the Developer entered into an Option Agreement (the “Agreement”) whereby the Developer granted the Commission an exclusive option (the “Option”) to purchase the Property (the “Option Property”) upon terms and conditions more particularly set forth in the Agreement, and pursuant to the terms of a certain Development Agreement between the Parties dated November 25 2024 (the “Development Agreement”); and WHEREAS, the parties are desirous of placing their interests therein as a matter of record. NOW, THEREFORE, in consideration of the mutual covenants herein contained and the parties intending to be legally bound thereby, the parties hereto hereby agree as follows: 1. The term of the Option commenced upon the Effective Date and shall continue until the Developer completes the Project by the Mandatory Completion Date set forth in Section 4.5 of the Development Agreement and expends the full amount of Private Investment as defined in Section 1.3 of the Development Agreement for the Project by the end of the Mandatory Completion Date, which must be evidenced by a Certificate of Completion, unless earlier terminated pursuant to terms set forth in the Agreement. 2. This Memorandum may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be an original, but all such counterparts when taken together shall constitute but one and the same Memorandum. 31 3. The recitals set forth above are true and correct and are hereby incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. SOUTH BEND REDEVELOPMENT COMMISSION By: Troy Warner, President ATTEST: By: Vivian G. Sallie, Secretary STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Troy Warner and Vivian G. Sallie, known by me to be President and Secretary, respectively, of the Commission in the foregoing Memorandum, and who, in such capacity, acknowledged the execution of the same, being authorized so to do. WITNESS my hand and Notarial Seal this day of _______________, 2024. ____________________________________ ____________________, Notary Public Residing in County, IN My Commission Expires: _______________________ 32 REVS DEVELOPMENT LLC _____________________ Barbara Turner, Manager STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Barbara Turner, to me known to be the Manager, of the Developer in the above Memorandum of Option and acknowledged the execution of the same as his free and voluntary act and deed. WITNESS my hand and Notarial Seal this day of _______________, 2024. ____________________________________ ____________________, Notary Public Residing in County, IN My Commission Expires: _______________________ This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, Indiana, 227 W. Jefferson Boulevard, 1200S, South Bend, Indiana 46601. 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 33 EXHIBIT 1 Property Description Tax ID No. 018-2006-005801 Parcel Key No. 71-08-10-207-002.000-026 Legal Description: 60.6' BY 120' NW PT LOT 18 COLLEGE GROVE ADD Commonly known as: 215 JOHNSON ST Tax ID No. 018-2006-005802 Parcel Key No. 71-08-10-207-003.000-026 Legal Description: 30 X 120 Ft Se Cor Lot 18 College Grove Commonly known as: 213 JOHNSON ST Tax ID No. 018-2006-0059 Parcel Key No. 71-08-10-207-004.000-026 Legal Description: N 1/2 LOT 19 COLLEGE GROVE Commonly known as: 207 JOHNSON ST Tax ID No. 018-2006-005901 Parcel Key No. 71-08-10-207-006.000-026 Legal Description: E 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 203 JOHNSON ST Tax ID No. 018-2006-005902 Parcel Key No. 71-08-10-207-005.000-026 Legal Description: W 1/2 S 1/2 LOT 19 COLLEGE GROVE Commonly known as: 2013 ORANGE ST Tax ID No. 018-2006-0058 Parcel Key No. 71-08-10-207-001.000-026 Legal Description: 51.5' BY 90.6' W PT LOT 18 COLLEGE GROVE ADDN Commonly known as: 2014 PARALLEL ST South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/25/2024 FROM: Erin Michaels – Property Development Manager SUBJECT: First Amendment to Beacon Lease at Leighton Building 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: Extend term of the Lease Agreement approved by the RDC on April 23, 2024 with Beacon Health System by four (4) months SPECIFICS: The Redevelopment Commission approved a Lease Agreement with Beacon Health System for the first floor of the Leighton Building located at 111 W. Jefferson Blvd, South Bend, IN 46601. This First Amendment to the Lease Agreement would extend the term of the lease from December 31, 2025 to April 30, 2026 per the Tenant’s request. There are no other substantive changes to this agreement. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (“First Amendment”) is made effective as of November 25, 2024 (the “Effective Date”) by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Landlord”) and Beacon Health System, an Indiana nonprofit corporation (“Tenant” and collectively with the Landlord, the “Parties”). Each of the Parties may be referred to in this Amendment as a “Party.” Recitals A. The Parties entered into a Lease Agreement dated April 23, 2024 (the “Lease”), in which they agreed the Tenant would lease from the Landlord certain portions of the real property commonly known as 111 W. Jefferson Blvd., South Bend, Indiana 46601, parcel number 71-08-12-153-003.000-026 (the “Property”). B. Tenant has requested to extend the term of the Lease, and Landlord believes an extension of the Lease term is in the best interests of the health, safety, and welfare of the City and its residents. C. The Parties now desire to modify certain portions of the Lease as further set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this First Amendment and the Lease and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The phrase “December 31, 2025” shall be deleted from Section 2.a. and replaced with the phrase “April 30, 2026”. 2. Unless expressly modified by this First Amendment, the terms and provisions of the Lease remain in full force and effect. 3. Capitalized terms used in this First Amendment will have the meanings set forth in the Lease unless otherwise stated herein. 4. The recitals set forth above are hereby incorporated into the operative provisions of this First Amendment. 5. This First Amendment will be governed and construed in accordance with the laws of the State of Indiana. 6. This First Amendment 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. Signature Page Follows IN WITNESS WHEREOF, the undersigned have executed this Seventh Amendment as of the date set forth after their signatures. SOUTH BEND REDEVELOPMENT COMMISSION By: Troy Warner, President ATTEST: Vivian G. Sallie, Secretary Date: _____________ BEACON HEALTH SYSTEM, INC Jeffrey P. Costello, Chief Financial Officer Date:_______________________ South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/15/2024 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Sixth Amendment to Real America 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: Separation of LIHTC and Market Rate Closing Dates SPECIFICS: In 2021, Real America and the RDC approved an agreement to sell RDC owned real estate at the northwestern corner of South St. and Lafayette Blvd. for the construction of affordable income restricted and market rate apartment units. The fifth amendment approved by the RDC on February 5, 2024, separates out the market rate and LIHTC parcels for separate closing dates. This sixth amendment extends the closing for the market rate parcel only for no later than March 31, 2025.This is due to the environmental abatement for the market rate parcel being projected to be completed no later than January 2025 with final reporting being provided in March 2025. Staff requests approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION SIXTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This SIXTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this “Sixth Amendment”) is made and entered into to be effective as of November 25, 2024, by and between South Bend Redevelopment Commission (“Seller”), as Seller, and RealAmerica Development, LLC, an Indiana limited liability company (“Buyer”), as Buyer. RECITALS A. Seller and Buyer entered into that certain Real Estate Purchase Agreement, dated effective as of July 22, 2021, as amended by the First Amendment to Real Estate Purchase Agreement, dated effective as of May 26, 2022, as further amended by the Second Amendment to the Real Estate Purchase Agreement, dated effective as of November 21, 2022, as further amended by the Third Amendment to the Real Estate Purchase Agreement, dated effective as of May 25, 2023, as further amended by the Fourth Amendment to the Real Estate Purchase Agreement, dated effective as of December 14th 2023, and as further amended by the Fifth Amendment to the Real Estate Purchase Agreement, dated effective as of February 8, 2024 (collectively, the “Agreement”) for the purchase and sale of certain real property located in the in St. Joseph County, City of South Bend, State of Indiana as more particularly described in Exhibit A of the Agreement (the “Property”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. B. Seller and Buyer now desire to amend the Agreement in order to provide for an extension of the date of the Second Closing for the Market Rate Units Parcel, all as set forth hereunder. AGREEMENT NOW, THEREFORE, in consideration of these premises, and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 1.Recitals. The recitals set forth above, including each and every recital contained therein, are incorporated into and made a part of this Sixth Amendment as though fully set forth herein. 2.Amendments. The Agreement is hereby amended as follows: a)The third sentence of Section 7(a) shall be amended to replace references to “December 31, 2024” with “March 31, 2025” and will now read as follows: The second closing date will pertain to Lot 1 of the Diamond View Minor Subdivision (the “Market Rate Units Parcel”) and shall occur on March 31, 2 2025, or such earlier or later date as may be agreed to in writing by Seller and Buyer (“Second Closing).” 3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms, conditions and agreements contained in the Agreement remain unmodified and in full force and effect. To the extent a conflict exists between the terms of this Sixth Amendment and the Agreement, the terms of this Sixth Amendment shall control. 4. Counterparts; Electronic or Facsimile Transmission. This Sixth Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this Sixth Amendment shall be binding upon the party whose signature is contained on the transmitted copy. [Signature Page Follows.] IN WITNESS WHEREOF, Buyer and Seller have executed this Sixth Amendment to Real Property Purchase Agreement to be effective as of the date set forth above. “BUYER”: RealAmerica Development, LLC By: Ronda Shrewsbury, President “SELLER”: South Bend Redevelopment Commission By: Troy Warner, President Attest: Vivian Sallie, Secretary South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/20/2024 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Third Amendment to Real Estate Purchase Agreement for The Monreaux 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: Extending Time Frame for former Fat Daddy’s Site Purchase Agreement SPECIFICS: This Third Amendment Agreement extends the closing date and contingency date for the former Fat Daddy’s site Purchase Agreement. On July 14, 2022, the Commission approved a Purchase Agreement with Devereaux Peters for the sale of the site for a Low-Income Housing Tax Credit Project. The project was awarded tax credits as part of the fall 2023 period. Devereaux Peters applied for the READI Grant as a part of this project and the announcement for that grant has been delayed. The amendment takes into consideration that time difference delay and extends the deadline for closing to June 30th, 2024. All commitments remain the same. The planned project is a sixty (60) unit apartment building, forty- eight (48) affordable income restricted apartments with a total investment of at least $16 million. Staff requests approval of this Amendment. _________________________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 : 11/20/2024 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Opening of Bids of Lot 2 Bendix Drive Minor Subdivision 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: Opening of Bids for Lot 2 of the Bendix Drive Minor Subdivision SPECIFICS: The Redevelopment Commission (RDC) issued a Notice of Intended Disposition and requested bids for property located at Lot 2 Bendix Drive Minor Subdivision. Bids are due at 9:00 a.m. on November 25 2024. Any and all bids received by that time will be publicly opened and read aloud at the November 25th RDC meeting. _________________________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 : 11.20.24 FROM: Joseph Molnar, Assistant Director of Growth and Opportunity SUBJECT: Acquisition of 415 E Madison 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 real estate purchase agreement for the $300,000 purchase of 415 E Madison SPECIFICS: The Department of Community Investment requests approval of the purchase of 415 E Madison Street. On the property which borders the St. Joseph River is a three-story building that was originally erected for industrial purposes in 1868 by the Singer Sowing Company but has since been converted to offices. The building contains a total of 60,216 square feet of usable space. The total property is 3.39 acres along the St. Joseph River in the East Bank Neighborhood. Staff proposes the acquisition to allow for the redevelopment of a major portion of the St. Joseph Riverbank as well as preserve one of the oldest commercial structures in St. Joseph County. Staff believe there is the potential for higher and better use of the site than currently utilized. Upon closing, staff will begin work to issue a request for proposals for redevelopment of the site. _________________________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 : 11/21/2024 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Assignment Agreement & Confirmation Agreement (Great Lakes Capital) 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: Assignment Agreement and Confirmation Agreement together enable the READI grant proceeds from the Northern Indiana Regional Development Authority (RDA) for the Madison Lifestyle District project to be directed to the Redevelopment Commission SPECIFICS: Great Lakes Capital and the RDA have entered into an agreement in which the RDA has agreed to provide $11,780,000 in support of the Madison Lifestyle District project. Adoption of the Assignment Agreement (with consent of the RDA) will allow the RDA to reimburse the Redevelopment Commission directly for costs incurred throughout the project. The Assignment Agreement is necessary for the Redevelopment Commission to receive the READI grant proceeds awarded to the project. The Confirmation Agreement between the Redevelopment Commission and Great Lakes Capital serves to set forth certain obligations of the Commission with respect to any portion of the READI grant funds received by the Commission and clarify certain aspects regarding the scope and advancement of the Madison Lifestyle District project. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 1 ASSIGNMENT OF PROJECT FUNDS AGREEMENT (WITH SEPARATE CONSENT) THIS ASSIGNMENT OF PROJECT FUNDS AGREEMENT (WITH SEPARATE CONSENT) (this Assignment Agreement made and entered into effective as of November _25_, 2024 (the , by and between Great Lakes Capital Development, LLC, an Indiana limited liability company and GLC Madison Development Corp., an Indiana corporation (together, the Assignor the City of South Bend, Department of Redevelopment, acting by and through its governing Assignee , with consent of the Northern Indiana Regional Development Authority, a Regional Development authority organized under Indiana Code § 36-7.6-1 et seq. and the laws of the State of Ind RDA . BACKGROUND A. Assignor and RDA are parties to a certain Northern Indiana Regional Development Authority Regional Economic Acceleration and Development Initiative Subgrant Agreement dated ___________________ Subgrant Agreement , pursuant to which the RDA has agreed to provide the sum of Eleven Million Seven Hundred Eighty Thousand Dollars ($11,780,000) Project Funds to perform work necessary in connection with the Project, all as defined in and subject to the terms of the Subgrant Agreement. B. Assignor and Assignee are parties to a certain Development Agreement dated on or which sets forth various rights and obligations related to development of the Project, including (among other things) the use of Project Funds to pay or reimburse for site work, local public improvements and related site costs as part of the Project. C. The Assignor desires to assign to Assignee, and Assignee desires to accept such assignment, of a portion (or all) of the Project Funds from time to time for use in connection with the Project, including (among others) for site assembly, demolition and for site work and local public improvements all on the terms and conditions set forth herein (and as contemplated under Section 29 of the Subgrant Agreement). NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee covenant and agree as follows: 1. Assignment. From and after the Effective Date, Assignor agrees that (a) it may, from time to time, submit a Claims Voucher (with the joinder signature of Assignee) to the RDA for payment of a portion (or all) of the Project Funds to the Assignee (, and (b) any Claim for City is deemed an assignment to, and assumption by, Assignee of the portion of the Project Funds set forth in the Claim for City, and (c) any assignment/assumption and Claim for City shall be subject to all terms and provisions set forth herein and in the Subgrant Agreement. The parties covenant and agree that as a condition to Assignor and Assignee submitting a Claim for City, there shall be no default by Assignor under the Subgrant Agreement or separate Repayment Agreement between the RDA and Assignor. November 18 ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 2 2.Acceptance. As a condition to Assignee receiving any Project Funds requested in a Claim for City, Assignee hereby covenants and agrees (subject to it having signed a Claim for City and receiving any portion of Project Funds) to be bound by the terms and conditions of the READI program as well as certain provisions of the Subgrant Agreement as if Assignee were an original party/grantee thereto, including the following Sections: Section Section Heading Section 8 Restrictions of Project Funds Section 10 Compliance with Laws Section 11 Compliance with Audit and Reporting Requirements; Maintenance of Records Section 25 Periodic Monitoring Reviews Section 30 Good Faith Assurances Assignor and Assignee agree to cooperate, in good faith, with making any certifications required from the RDA and/or to (a) respond to reasonable requests from the RDA with respect to the any and all Claims for City, and (b) otherwise comply in full with the Subgrant Agreement for any Claim for City. 3.Signatures. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto may execute and deliver this Assignment by forwarding facsimile, e-mail, or other means of copies of this Assignment showing execution by the party sending the same, and the parties agree and intend that such signature shall have the same effect as an original signature and that the parties shall be bound by such means of execution and delivery. 4.Governing law. This Assignment Agreement shall be construed and enforced in accordance with the internal laws of the State of Indiana. Neither party hereto shall have the right to further assign any rights to Project Funds or other benefits under the Subgrant Agreement without obtaining the prior written agreement of the counterparty hereto, together with consent of the RDA. 5.Miscellaneous. A. The headings in this Assignment Agreement are intended solely for reference and will be given no effect in the construction or interpretation of this Agreement. B. The parties agree that this Assignment Agreement, including any attached exhibits and/or attachments, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire agreement of the parties with respect to the subject matter hereof. ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 3 C. This Assignment Agreement may not be altered or amended except in writing, signed by each of Assignor and Assignee, with a separate consent of the RDA. D. No waiver of any default, failure to perform, condition, provision, or breach of this Agreement will be deemed to imply or constitute a waiver of any other like default, failure to perform, condition, provision, or breach of this Agreement. F. If any paragraph, term, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, or if any paragraph, term, condition, or provision is found to violate or contravene the laws of the State of Indiana, then the paragraph, term, condition, or provision so found will be deemed severed from this Agreement, but all other paragraphs, terms, conditions, and provisions will remain in full force and effect. G. The undersigned on behalf of each of Grantor and Grantee attests, subject to the penalties for perjury, that the undersigned is the Grantor or Grantee (as the case may be), or that the undersigned is the properly authorized representative, agent, member, or officer of Grantor or Grantee (as the case may be) and has all due authority to execute this Agreement. [Signature Page Follows] ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 4 IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement as of the Effective Date first above written. SSIGNEE SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: Troy Warner, President By: Printed: Vivian G. Sallie, Secretary SSIGNOR GREAT LAKES CAPITAL DEVELOPMENT, LLC By: Printed: Bradley J. Toothaker, Manager GLC MADISON DEVELOPMENT CORP. By: Printed: Bradley J. Toothaker, President ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 5 CONSENT OF NORTHERN INDIANA REGIONAL DEVELOPMENT AUTHORITY This Consent is made by the Northern Indiana Regional Development Authority (the and is attached to and made a part of that certain ASSIGNMENT OF PROJECT FUNDS AGREEMENT (WITH SEPARATE CONSENT) Assignment Great Lakes Capital Development, LLC, an Indiana limited liability company and GLC Madison Assignor Department of Redevelopment, acting by and through its governing body, the South Bend Assignee The RDA does hereby consent to the terms of the [Remainder of Page Intentionally Blank] CONFIRMATION AGREEMENT PAGE 1 CONFIRMATION AGREEMENT THIS CONFIRMATION AGREEMENT Agreement made and entered into effective as of November _25th, 2024 , by and between Great Lakes Capital Development, LLC, an Indiana limited liability company and the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend (each, a Party, and collectively, the arties ). BACKGROUND A. Developer and Commission are parties to a certain Development Agreement dated which sets forth various rights and obligations related to development of the Project Property for the Project (as defined in the Development Agreement, as may be amended from time to time). Terms used but not otherwise defined herein are as defined in the Development Agreement. B. parties to a certain Northern Indiana Regional Development Authority Regional Economic Acceleration and Development Initiative Subgrant Agreement dated _November 18_____, 2024 (the award $11,780,000 (the to perform work necessary in connection with the Project as well as a Repayment Agreement regarding the repayment of all or portion of the READI Grant in certain events (the . C. The Development Agreement contemplates that the Parties use the READI Grant (as defined in the Development Agreement, as may be amended from time to time) for the Project. D. Simultaneous with this Agreement, the Developer and Commission are entering into a certain Assignment of Project Funds Agreement (with separate consent of RDA), for Parties to apply for and receive all or a portion of the READI Grant from the RDA subject to the terms of such agreement (the E. The Parties desire to make a claim for the RDA to pay a portion of the READI Grant to Commission, for reimbursement to or use by the Commission in connection with work to be performed in furtherance of the Project, which includes demolition of the six-story office building located at 531 N. Main Street, South Bend, Indiana 46601 owned by Beacon Health System and/or its affiliates, construction of a surface parking lot on the site, and other activities . F. The Parties acknowledge that use of the READI Grant for Other Work (although permitted under the Subgrant Agreement with the RDA) is not contemplated under the Development Agreement as part of spending required for Local Public Improvements for the Project as of March 28, 2024. CONFIRMATION AGREEMENT PAGE 2 G.The Parties enter into this Agreement to (i) set forth certain obligations of the Commission with respect to any portion of the READI Grant advanced to Commission, either (x) for its use or as a reimbursement for items other than as contemplated in the Development Agreement, and/or (y) prior to the Developer and Commission executing a Notice to Commence under the Development Agreement, and (ii) memorialize certain aspects regarding the scope and advancement of the Project. NOW, THEREFORE, in consideration of the background above (including without limitation the Assignment Agreement), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Commission and Developer agree as follows: 1.Background Provisions. The background provisions above are incorporated into the body of this Agreement as if fully set forth herein and made a part hereof. 2.Assignment of READI Grant. assignment of all or any portion of the READI Grant to Commission, the Commission acknowledges and agrees that: a.Use for Other Work. Any Other Work performed by the Commission does defined in the Development Agreement) toward Local Public Improvements under such Development Agreement. In this regard, any portion of the READI Grant assigned to the Commission for payment or reimbursement to the Commission (directly or indirectly) for t toward Local Public Improvements under the Development Agreement. For example, if and to the extent the RDA advances $5,000,000 of the READI Grant to Commission as a reimbursement of certain demolition costs as part of Other Work, the Commission is responsible to pay $5,000,000 toward Local Public Improvements as defined by the Development Agreement for the Project to ensure that One Hundred Percent (100%) of the READI Grant amount is used toward the Local Public Improvements (in addition to any other obligations of Commission under the Development Agreement). b.Advancement Prior to Notice to Commence. The Commission shall be solely responsible to pay Developer, any amount that Developer is required to repay the RDA under the Repayment Agreement (up to the amount of the READI Grant received by the Commission) if and to the extent any such portion of the READI Grant is advanced prior to the Parties entering into a Notice to Commence under the Development Agreement and the Parties do not enter into such a Notice to Commence. In such event, any such payment to Developer shall be required at the same time Developer is required to repay amounts to the RDA under the Repayment Agreement. c.Repayment with any Default by Commission. Notwithstanding anything herein to the contrary, the Commission agrees to pay Developer any amount that Developer is required to pay the RDA under the Repayment Agreement (up to the amount of the CONFIRMATION AGREEMENT PAGE 3 READI Grant advanced to the Parties), due to any default or breach by the Commission of its obligations under the Assignment Agreement or Development Agreement. 3.Confirmation of Certain Project Items. The Parties, desiring to confirm certain items with the Project, agree that: a.Cooperation/Reporting. The Commission will lead the public procurement process for any Local Public Improvements in the Development Agreement. Developer will cooperate in good faith with supporting such process. In addition, the Commission agrees to assist Developer, on reasonable request, with providing documentation and reporting to the RDA (if and when required under the Subgrant Agreement and/or Assignment Agreement) regarding the deployment and use of the READI Grant. b.Coordination. The Parties agree to cooperate in good faith and coordinate for the Project to utilize existing/improved off-site stormwater infrastructure when feasible for release into the river at no cost to Developer. Any off-site infrastructure would reduce any on-site percentage requirements. Commission will be responsible for the relocation of utilities, if any, and delivery of the Project Property in pad ready (unencumbered condition for development), with utilities stubbed to Project Property without use of the Funding Amount, for the Parties to then advance with respective portions of the Project set forth in the Development Agreement. The Parties agree to cooperate to evaluate and, if and to the extent feasible and mutually agreeable, locate some project stormwater facilities under Madison Street. c.Funding Amount. The Funding Amount, plus such additional sums as are necessary to complete the Local Public Improvements (as well as delivery of the Project Property in pad ready condition) are the responsibility of Commission under the Development Agreement. In order to advance with Project planning before a Notice to Commence (in order to maintain a critical path schedule for completion dates under the Development Agreement and Subgrant Agreement), the Commission will provide support for the Project Plan to meet or exceed an eight percent (8%) return on cost if and in the event financial metrics are below this minimum. Such support may include (among others), paying for the ground lease for location of structured parking, making additional financial contributions or expansion of Local Public Improvements, master leasing of space within the Project upon completion and/or acquiring and preparing additional land for development for the Project with reduced cost to the Project. d.Parking License. The Parties are advancing with preparation of the Ground Lease, Structure Easement and Parking License as provided in Sections 4.4 and 4.5 of the Development Agreement, prior to entering into a Notice to Commence. Such parking license will reserve to Commission, the sole responsibility for all costs of maintaining and operating the Garage. The Parties agree to cooperate in good faith to identify the parking required to support the operations of the Project (beyond those reserved by Commission for Beacon and for use by the public) during the initial intended twenty-five (25) year term of the Parking License, together with any charges (if applicable) as part of meeting or exceeding the minimum financial metrics set forth above for Project viability. CONFIRMATION AGREEMENT PAGE 4 4.Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties hereto may execute and deliver this Assignment by forwarding facsimile, e-mail, or other means of copies of this Agreement showing execution by the Party sending the same, and the Parties agree and intend that such signature shall have the same effect as an original signature and that the Parties shall be bound by such means of execution and delivery. [Signature Page Follows] CONFIRMATION AGREEMENT PAGE 5 IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement as of the Effective Date first above written. SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: Troy Warner, President By: Printed: Vivian G. Sallie, Secretary GREAT LAKES CAPITAL DEVELOPMENT, LLC By: Printed: Bradley J. Toothaker, Manager Page 1 of 21 NORTHERN INDIANA REGIONAL DEVELOPMENT AUTHORITY REGIONAL ECONOMIC ACCELERATION AND DEVELOPMENT INITIATIVE SUBGRANT AGREEMENT This Regional Economic Acceleration and Development Initiative Subgrant Agreement (“Agreement”) is entered into as of November 18, 2024 (“Effective Date”), by and between the Northern Indiana Regional Development Authority, a Regional Development Authority organized under Indiana Code § 36-7.6-1 et seq. and the laws of the State of Indiana (the “RDA”), Great Lakes Capital Development, LLC, an Indiana limited liability company (the “Sponsor”) and GLC Madison Development Corp., an Indiana corporation (“Grantee”). WHEREAS, the Indiana Economic Development Corporation (the “IEDC”) is a pass- through subrecipient of federal monies granted from Coronavirus State Fiscal Recovery Funds to the State of Indiana (the “Federal Program”). WHEREAS, the RDA is a lower tier subrecipient under the Federal Program and has entered into a grant agreement with the IEDC, a copy of which is attached hereto as Exhibit “A” and made a part hereof (the “IEDC Agreement”), to enable the IEDC to award a grant of Fifty Million Dollars ($50,000,000.00) to the RDA (the “Grant”) for certain eligible costs to implement the RDA’s Regional Economic and Acceleration Development Initiative (“READI”), which includes awards to other public and private entities for the performance of a service or project. WHEREAS, Sponsor and Grantee have proposed the project as described on Exhibit “B” attached hereto and made a part hereof (“Project”) and the RDA wishes to provide a portion of the Grant funds to Grantee for Grantee to perform (or cause to be performed subject to this Agreement) the work necessary to complete such Project. WHEREAS, pursuant to the IEDC Agreement, the RDA has requested and received approval of Grant funds for the Project from the IEDC, in accordance with the Claim Form (as hereinafter defined) in the amount of ELEVEN MILLION SEVEN HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($11,780,000.00) (“Project Funds”). WHEREAS, Grantee requests that Project Funds be obtained and disbursed to Grantee to be utilized for the Project pursuant to the terms and conditions of this Agreement. WHEREAS, the RDA agrees to disburse Project Funds in accordance with this Agreement. WHEREAS, it is understood that Michiana Partnership, Inc. d/b/a South Bend-Elkhart Regional Partnership, an Indiana nonprofit corporation (the “Administrator”), will provide administrative and operational assistance to the RDA in regard to certain of the RDA’s obligations under the IEDC Agreement and this Agreement, including distribution of Project Funds, all in accordance with that certain Contract for Services dated May 26, 2022 by and between the RDA and the Administrator, as amended by that certain First Amendment of Contract for Services dated February 1, 2022, and as amended by that certain Second Amendment of Contract for Services dated August 1, 2022 (collectively the “Administrative Agreement”). NOW, THEREFORE, in consideration of the mutual promises herein contained and other Page 2 of 21 good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. TERM OF AGREEMENT. This Agreement shall be effective upon the Effective Date and shall remain in full force and effect, unless sooner terminated in accordance with the terms herein or otherwise extended by the terms hereof, until a letter of completion is issued by the IEDC (the “Expiration Date”). 2. PROJECT CLAIM FORM. Prior to the execution of this Agreement, Grantee completed and submitted the Regional Development Plan Project Claim Form (“Claim Form”) to the RDA for approval and submittal to the IEDC. The Claim form was approved by the RDA, submitted to the IEDC, and approved by the IEDC for the Project. The approved Claim Form (and all other approval documents provided by the IEDC) is attached hereto as Exhibit “C” and made a part hereof. In connection with the submission of the Claim Form, if applicable to Grantee, the RDA shall require Grantee to provide its indirect cost rate, as defined in 2 CFR § 200.414, as amended from time to time. 3. DUTIES AND RESPONSIBILITIES OF GRANTEE. Grantee shall use the Project Funds received pursuant to this Agreement exclusively in compliance with the provisions of this Agreement, the approved Claim Form, the IEDC Agreement, the RDA’s Regional Development Plan (“RDP”), and federal and state (in conformance with Indiana Code §5-28-37, Indiana Code §5-28-38, and other legal authority affecting the use of Project Funds) laws. In exchange for receipt of the Project Funds for the Project, the Grantee also agrees to comply with the following: A. Compliance with IEDC Agreement; Federal Statutes and Regulations. Grantee shall comply with any and all of the applicable terms, provisions, conditions and restrictions contained in the IEDC Agreement. Grantee shall remain in compliance with the federal statutes and regulations at 2 C.F.R. § 200 et seq., and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including, but not limited to, Subparts A-F. By submitting a Claim Form and/or Claim Voucher (as hereinafter defined), the Grantee certifies to the RDA that all claims for payment are allowable, allocable, and reasonable in accordance with 2 C.F.R. § 200.403 and the other cost principles in Subpart E of Part 200, as all are amended from time to time. Grantee represents, as is applicable, that it is currently in compliance with and shall remain in compliance with 2 C.F.R. Part 25, as amended from time to time, requiring registration in the federal System for Award Management (SAM.gov), and 2 C.F.R. Part 170, as amended from time to time, requiring reporting of subaward and executive compensation information, as amended from time to time. B. Distribution of Project Funds. Grantee understands and agrees that local and private dollars will be expended by Grantee for projects funded by the Grant and the totality of the Grant through READI requires a minimum of a 4:1 ratio to Grant funds by the completion of READI. The 4:1 match must be comprised of a minimum of a 1:1 ratio in Grant funds to local public funding by the completion of READI. Public funding may, as appropriate, include private non-profit economic development organizations and foundations. Grantee must provide evidence of compliance with this paragraph 3.B upon Page 3 of 21 completion of the Project in a format designated by the RDA or the IEDC, and the commitments made by Grantee, in the Claim Form, as to sources of funds must be maintained in order for the RDA to properly satisfy its obligations. C. Applying for Funding. Grantee shall be solely responsible for applying for, securing, and retaining federal, state, or other public or private funding of any nature the Grantee wishes to obtain to assist Grantee in carrying out the Project. D. Design and Implementation. The Grantee shall be solely responsible for overseeing and/or completing the proper design and implementation of the Project approved by the RDA. E. Documentation. Upon request, Grantee shall provide the RDA with any necessary information or documentation regarding any contracts, agreements, or similar documents with other parties relating to this Agreement or the Project, including, but not limited to, any subcontract agreements, interlocal memorandums of understanding, letters of intent from financial institutions, agreements with other state agencies, federal grants, developer specifications, and tenant arrangements that, upon Grantee’s reasonable best efforts, are available. Grantee shall provide notice to the RDA of any material changes to the aforementioned contracts, agreements, or similar documents. Upon request, Grantee shall submit the materially changed contracts, agreements, or similar documents to the RDA. Grantee acknowledges and agrees that all elements required by 2 CFR § 200.332(a), as amended from time to time, shall be included in the award of Project Funds and the Grantee shall provide such information, as necessary. F. Grantee’s Contractors. Grantee understands and agrees that Grantee and any of its selected contractors and/or subcontractors are solely responsible for the selection of vendors, contractors, subcontractors, and similar parties for the performance of all aspects of the Project. The RDA has no role in selecting any vendors, contractors, subcontractors, or similar party for the performance of the Project, regardless of whether the RDA has listed the vendor, contractor, subcontractor, or similar party on the Claim Form. Grantee may enter into any contracts or agreements necessary or incidental to the performance of this Agreement or the Project; however, the RDA shall not be bound by any contracts or agreements of Grantee unless otherwise agreed to by RDA in writing. G. Further Assurances. Grantee shall from time to time execute and deliver all other documents and instruments and do all things and acts as the RDA reasonably deems necessary to comply with the IEDC Agreement or carry out, better evidence, or perfect the full meaning of this Agreement. 4. PROJECT COMPLETION ACCORDING TO CLAIM FORM. Grantee represents and warrants it has furnished all information, plans, drawings, and specifications as part of the Claim Form in connection with the Project. Grantee shall discharge the services and/or complete the work according to the true intent and meaning of this Agreement, for such intent and meaning the RDA shall be the sole interpreter. It is intended that the Claim Form shall include everything required and necessary to complete the entire Project properly, even though certain minor items may not be mentioned. All services shall be completed in accordance with the Claim Page 4 of 21 Form and all work when finished shall be in a complete and undamaged condition. Unless otherwise set forth in this Agreement, Grantee shall not discharge any services nor undertake any work on the Project without an approved Claim Form. The Project is to be made complete in accordance with the Claim Form and to the satisfaction of the RDA notwithstanding any omissions in the information, plans, drawings, or specifications submitted to the RDA. Grantee hereby warrants to the RDA that Grantee shall (i) complete or caused to be completed the structured parking components of the Project by December 31, 2026, with the balance of the Project completed on or before the Completion Date (as defined below) and (ii) expend Project Funds in accordance with this Agreement and the IEDC Agreement for the Project, in full prior to December 31, 2026. Grantee acknowledges and agrees that any breach of the warranties herein shall constitute an event of default hereunder and shall entitle the RDA to claw back Project Funds previously paid to Grantee in accord with this Agreement, including Sections 8 and 15 herein, or to suspend payments of ongoing or future Project Funds, as the case may be. Grantee shall comply with all applicable administrative actions and work required by 2 CFR § 200.344, as amended from time to time. Grantee agrees that the Project must be completed no later than the date as may be provided in the Project Claim Form and in no event later than December 31, 2028, unless as otherwise agreed to by the RDA and IEDC in writing (such date the “Completion Date”). Grantee’s failure to complete the Project by the Completion Date shall constitute an event of default under this Agreement. 5. MATERIAL CHANGE. Grantee shall provide notice to the RDA within fifteen (15) days of any material change to the Project on the form attached hereto as Exhibit “D”, which is made a part hereof (a “Material Change Notice”). A material change occurs when there is any of the following: (i) an increase in the total cost of the Project of five percent (5%) or more and which, as a result of said increase, would require additional Project Funds for the Project, or (ii) a change in the nature of the Project from the Grantee’s submission on the approved Claim Form as further described on Exhibit B attached hereto (“Material Change”). After the RDA’s receipt of a Material Change Notice, the RDA will notify the IEDC to determine if an amended Claim Form is required to proceed with the Project. In the event there is a Material Change requiring an amended Claim Form, such Claim Form will be subject to the IEDC’s further approval or denial. Notwithstanding any other remedy herein, in the event that Project Funds have been disbursed to the Grantee and the IEDC and/or the RDA reasonably determines the Project is becoming unviable for any reason, including due to a Material Change, or either the RDA or IEDC reasonably determines Project Funds have or will be used in a manner not permitted by this Agreement, the Grantee shall return all Project Funds transferred to it by the RDA, if so demanded in writing by the RDA, and shall cease any further expenditure of Project Funds for the Project until such time as the parties reach an agreement in writing on how to proceed. 6. ADMINISTRATIVE FEE. As set forth in the IEDC Agreement, Administrator, pursuant to the terms of the IEDC Agreement and the Administrative Agreement with the RDA, may request in the submitted Claim Form to retain up to three percent (3%) of the total cost of the Project from the Project Funds (“Administrative Fee”). Administrator, pursuant to the terms of the IEDC Agreement and the Administrative Agreement, may use the Administrative Fee to defray the administrative costs directly associated with implementing READI. 7. DISBURSEMENT OF PROJECT FUNDS. Page 5 of 21 A. Grantee agrees that the Project Funds, less any Administrative Fee to be retained by Administrator, shall be disbursed in accordance with Section 6 of the IEDC Agreement and the Claims Voucher process set forth herein. Each application for disbursement of Project Funds shall be made in writing and shall be directed to the RDA in the form of the Claim Voucher attached hereto and incorporated herein as Exhibit “E” (“Claim Voucher”). The parties reasonably anticipate that payments under each Claim Voucher shall be made in the amounts and on or about the designated date or Project completion thresholds included on Schedule 1 attached hereto. Grantee hereby warrants to complete the Project and expend Project Funds in strict accordance with this Agreement and the IEDC Agreement. B. In the sole discretion of the RDA, Schedule 1 may be modified in writing by the parties hereto in the event that larger disbursements are needed for the success of the Project. Claim Vouchers shall be submitted to the IEDC within thirty (30) calendar days following the end of the month in which work on or for the Project was performed. The RDA shall review and, if appropriate, approve, each Claim Voucher, which Claim Voucher shall then be reviewed and, if appropriate, approved by the IEDC. Each submission of a Claim Voucher shall be deemed a certification by Grantee that as of the date of such submission, all representations and warranties contained in this Agreement are true and correct and that Grantee is in compliance with all the provisions of this Agreement and the IEDC Agreement. The RDA’s obligation to make each disbursement of the Project Funds under this Agreement shall be subject to the approval by the IEDC of the Claim Voucher and, if requested by the RDA, (i) the receipt by the RDA of a certification by an engineer, architect, or other qualified inspector acceptable to the RDA that the construction of the Project has reached the required percentage stage of completion set forth above and such construction has complied with and will continue to comply with all applicable statutes, ordinances, codes, regulations and other similar requirements as set forth in the Claim Form and this Agreement, and (ii) such supportive documentation as designated by the IEDC, which may include evidence that the Project is materially compliant with the timeline provided in the Claim Form. After the Claim Voucher has been approved by the IEDC, disbursement of Project Funds shall be made by the IEDC within thirty-five (35) days of receipt of the application and supporting documentation outlined herein and shall be made in accordance with this Agreement. Grantee shall provide notice to the RDA when the Project is completed. The RDA will subsequently notify the IEDC who shall review the Project and shall issue a letter of completion to the RDA to acknowledge the Project completion. C. The RDA’s obligation to make disbursement of the Project Funds under this Agreement shall be subject to receipt by the RDA of all applicable documentation, including, without limitation, some or all of the following as determined by and in the sole discretion of the RDA: (1) receipt of final approved plans and specifications and construction budget acceptable to the RDA, for any or all of the Project for which Project Funds are requested, providing sufficient detail to ensure adequate monitoring during construction and confirmation that the budget is adequate to complete the work outlined in the plans and specifications; Page 6 of 21 (2) executed Statement of Compliance that the Project Description identified in Exhibit “B” is in all material respects the same Project that will be constructed using Project Funds; (3) fully executed: (a) financing agreements, if any, (including without limitation, loan agreements, notes, guaranties, mortgages, security agreements, title insurance, surveys, environmental site assessments, and such other documents) provided to the lender or as otherwise required by the RDA; (b) all economic incentive agreements other than the Project Funds from all sources, including state, federal and local; (c) all documents evidencing (coupled with the Project Funds) that all necessary funds to complete the Project have been obtained; (d) Performance Bond, Payment Bond, Personal Guaranty, or such other form of guaranty as may be required by the RDA from the Grantee in an amount equal to the Project Funds to assure that the Project Funds are used in the Project in accordance with this Agreement; (4) proof of ownership, leasehold rights or other rights reasonably satisfactory to the RDA that Grantee has the right and access to the real property for which the Project will be completed; (5) all required land use and other federal, State or local approvals; (6) corporate documentation reasonably satisfactory to the RDA establishing Grantee’s corporate (or other form) existence and authority, as well as establishing the authority of the signatory below to execute this Agreement; (7) that certain Commitment and Repayment Agreement duly executed by and between Sponsor and the RDA (the “Repayment Agreement”); and (8) if applicable, that certain Assignment of Project Funds Agreement (the “Assignment Agreement”) as further defined in Section 29. 8. RESTRICTIONS OF PROJECT FUNDS. Grantee, upon its own credit and expenses, assumes the sole risk for all costs incurred prior to the RDA and the IEDC’s approval of the Claim Form. Grantee may incur any cost for the Project it deems appropriate, without RDA’s approval, if Grantee does not intend to request reimbursement for such expenses with Project Funds. Grantee represents and warrants that any Project Funds it receives for the Project will be used only as permitted by this Agreement and the IEDC Agreement, as applicable. Project Funds shall not be expended by Grantee to cover any costs associated with the following: (i) travel expenses or meals; (ii) applying for READI; or (iii) any costs incurred before January 1, 2022. Project Funds may only be expended by Grantee to cover the costs deemed an Eligible Cost (as defined in the IEDC Agreement). Eligible Costs are defined as: Page 7 of 21 A. Statutory Uses. (1) To respond to the COVID-19 public health emergency or its negative economic impacts; (2) To respond to workers performing essential work during the COVID-19 public health emergency by providing grants to eligible employers that have eligible workers who performed essential work; (3) For the provision of government services, to the extent the reduction in revenue of such recipient due to the COVID-19 public health emergency, relative to revenues collected in the most recent full fiscal year of the recipient prior to the emergency; and/or (4) To make necessary investments in water, sewer or broadband infrastructure. B. Administrative Uses. Administrative Uses shall include but are not limited to project support costs, grant management, grant compliance, office personnel, legal fees subject to the limitations of 2 CFR §§ 200.435 and 200.441, accounting fees, audit fees and all other administrative costs not specifically prohibited by the IEDC Agreement. Grantee shall use Project Funds in compliance with the Eligible Costs, as further detailed in Schedule 2 attached hereto. Grantee shall promptly notify the RDA of any known or suspected failure to use the Project Funds in accordance with this Agreement. Upon such notification, the RDA and Grantee shall work together to resolve the concerns. In the event that the RDA determines that there has been a failure to use Project Funds in accordance with this Agreement and such failure cannot be immediately resolved, the RDA may: (i) notify Grantee to return all Project Funds transferred to it by the RDA and may use any and all legal remedies to collect the same if Grantee is noncompliant with such request or (ii) take any other action permitted by this Agreement or otherwise permitted by law to recover the Project Funds not used in accordance with this Agreement. If Grantee fails to comply with applicable laws, rules, regulations, terms and conditions of this Agreement, the RDA may, in its sole discretion, suspend or terminate this Agreement as set forth herein. 9. PROJECT CONSTRUCTION. The Grantee shall, through itself, contractors, or vendors, furnish all labor, supervision, materials, temporary structures, scaffolding, equipment, tools, and appliances of any sort which are necessary to complete the Project. All construction equipment shall be of adequate size and capacity to safely and efficiently handle the work for which it is used. 10. COMPLIANCE WITH LAWS. A. Grantee shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions, including but not limited to federal laws and guidance of the American Rescue Plan Act of 2021 (“ARPA”), U.S. Treasury guidance and policies, Office of Management and Budget (“OMB”) and/or State Board of Accounts (“SBA”) policies and procedures for reporting, SBA guidance on administration and Page 8 of 21 tracking of federal COVID funds, and any policies or procedure implemented by the RDA and/or the IEDC for administration of READI. All such materials required thereby to be included herein are hereby incorporated by reference. The enactment or modification of any applicable state or federal statute or the promulgation of rules or regulations thereunder after execution of this Agreement shall be reviewed by the RDA to determine whether the provisions of this Agreement require formal modification. B. Grantee and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State of Indiana as set forth in IC § 4-2- 6, et seq., IC § 4-2-7, et seq. and the regulations promulgated thereunder. If Grantee has knowledge, or would have acquired knowledge with reasonable inquiry, that a state officer, employee, or special state appointee, as those terms are defined in IC 4-2-6-1, has a financial interest in Project Funds, Grantee shall ensure compliance with the disclosure requirements in IC § 4-2-6-10.5 prior to the execution of this Agreement. If Grantee is not familiar with these ethical requirements, Grantee should refer any questions to the Indiana State Ethics Commission or visit the Indiana Inspector General’s website at http://www.in.gov/ig/. If Grantee or its agents violate any applicable ethical standards, the RDA may, in its sole discretion, terminate this Agreement immediately upon notice to Grantee. In addition, Grantee may be subject to penalties under IC §§ 4-2-6, 4- 2- 7, 35-44.1-1-4, and under any other applicable laws, all as amended from time to time. C. Grantee certifies by entering into this Agreement that, to the best of its knowledge, it is not presently in arrears in payment of taxes, permit fees or other statutory, regulatory, or judicially required payments to the State of Indiana. D. Grantee warrants that, to the best of its knowledge, it has no current, pending or outstanding criminal, civil, or enforcement actions initiated by the State of Indiana, and agrees that it will immediately notify the RDA of any such actions. During the term of such actions, Grantee agrees that the RDA may suspend funding for the Project. E. Grantee warrants that, to the best of its knowledge, Grantee and any contractors performing work in connection with the Project shall obtain and maintain all required permits, licenses, registrations, and approvals, and shall comply with all health, safety, and environmental statutes, rules, and regulations in the performance of work activities for the State of Indiana. Failure to do so may be deemed a material breach of this Agreement and grounds for immediate termination and denial of grant opportunities with the State of Indiana. F. Grantee affirms that, if it is an entity described in Indiana Code Title 23, it is properly registered and owes no outstanding reports to the Indiana Secretary of State. G. If the RDA is asked by the IEDC or the SBA or any agency or instrumentality of the Federal government to repay any Grant funds that the RDA has disbursed to Grantee, Grantee shall, within fifteen (15) days of notice of such demand, reimburse those funds to the RDA. H. As required by IC § 5-22-3-7, as amended from time to time: Page 9 of 21 (1) Grantee certifies that: (a) Grantee, except for de minimis and nonsystematic violations, has not violated the terms of: (i) IC § 24-4.7 [Telephone Solicitation Of Consumers]; (ii) IC § 24-5-12 [Telephone Solicitations]; or (iii) IC § 24-5-14 [Regulation of Automatic Dialing Machines]; in the previous three hundred sixty-five (365) days, even if IC 24- 4.7 is preempted by federal law, all as amended from time to time; and (b) Grantee will not violate the terms of IC § 24-4.7 for the duration of this Agreement, even if IC §24-4.7 is preempted by federal law, all as amended from time to time. (2) Grantee certifies that no affiliate of Grantee or any agent acting on behalf of Grantee or on behalf of an affiliate of Grantee, except for de minimis and nonsystematic violations, (a) has violated the terms of IC § 24-4.7 in the previous three hundred sixty-five (365) days, even if IC § 24-4.7 is preempted by federal law, all as amended from time to time; or (b) will violate the terms of IC § 24-4.7 for the duration of this Agreement even if IC § 24-4.7 is preempted by federal law, all as amended from time to time. I. Grantee shall complete and return the Information and Questionnaire, attached hereto as Exhibit “F”, and incorporated fully herein. J. Grantee warrants that to the best knowledge of the undersigned on behalf of Grantee, neither the undersigned nor any other member, employee, representative, agent, or officer of Grantee, directly or indirectly, has entered into or been offered any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face hereof. K. Notwithstanding anything herein to the contrary, any obligation, duties or compliance responsibility set forth under this Agreement on Grantee shall rest fully and solely with said Grantee entity and not be an obligation, duty or compliance responsibility of the individual volunteer member, officer, agent, or representative serving said Grantee entity, except for any intentional malicious actions by such individual. L. Grantee warrants and certifies that prior to the Effective Date, it provided Page 10 of 21 to the RDA a complete, accurate, and truthful description of: (1) all civil and administrative complaints against the Grantee or any of its Principals within the five (5) years before the Effective Date for the violation of any state or federal law that (a) resulted in a fine or penalty of more than ten thousand dollars ($10,000) or (b) alleged an act or omission that constitutes a material violation of state or federal law; (2) all pending criminal complaints alleging the violation of any state or federal laws that have been filed against the Grantee or any of its Principals within the five (5) years before the Effective Date; and (3) all judgments of criminal conviction entered against the Grantee or any of its Principals within five (5) years before the Effective Date. For purposes of this Section 10.L., “Principal” shall mean (i) an officer, a corporation director, or a senior management official of Grantee, if Grantee is a is corporation, partnership, limited liability company, or business association; or (ii) an individual, a corporation, a limited liability company, a partnership, or a business association that owns, directly or indirectly, at least a twenty percent (20%) interest in Grantee. 11. COMPLIANCE WITH AUDIT AND REPORTING REQUIREMENTS; MAINTENANCE OF RECORDS. A. Grantees shall submit to an audit by the State of Indiana, or its authorized designee, of funds paid through this Agreement and shall make all books, accounting records and other documents available at all reasonable times during the term of this Agreement and for a period of five (5) years after final payment for inspection by the IEDC or its authorized designee. One (1) copy shall be furnished to the IEDC at no cost. B. Grantee shall arrange for a financial and compliance audit that complies with 2 C.F.R. 200.500 et seq. if required by applicable provisions of 2 C.F.R. § 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements). C. Separate and apart from the Grantee’s status in paragraph 11.B, if Grantee is a non- governmental unit, Grantee shall file the Form E-1 annual financial report required by IC § 5-11- 1-4. The E-1 entity annual financial report will be used to determine audit requirements applicable to non-governmental units under IC § 5-11-1-9. Audits required under this section must comply with the SBA Uniform Compliance Guidelines for Examination of Entities Receiving Financial Assistance from Governmental Sources, found at: https://www.in.gov/sboa/files/guidelines- examination-entities-receiving- financial- assistance-government-sources.pdf, as amended from time to time. 12. RISK OF LOSS AND INSURANCE. The Project shall be under the charge and control of Grantee and all risks of loss or damage in connection therewith and the materials, supplies and equipment to be used therein shall be borne exclusively by the Grantee. The Grantee shall maintain, at Grantee’s own expense, insurance coverages insuring the Grantee, Grantee’s Page 11 of 21 employees, agents and designees and the indemnitees as required herein in commercially reasonable amounts, which insurance shall name the RDA and any additional party requested by the RDA as an additional insured and shall incorporate a provision requiring the giving of written notice to the RDA at least thirty (30) days prior to the cancellation, non-renewal or material modification of any such policies as evidenced by return receipt of United States Certified Mail: (a) Comprehensive General Liability Insurance in the amount of Five Million Dollars ($5,000,000.00) including coverage for blanket contractual liability, broad form property damage, and personal injury; (b) Worker’s Compensation insurance in the amount of the statutory maximum with an employer’s liability coverage of at least Five Hundred Thousand Dollars ($500,000.00); (c) Builder’s Risk Insurance in an amount at least equal to the projected completion value of the Project covering property damage, as to any building or construction activity; and (d) property insurance in an amount at least equal to the projected completion value of the Project. All deductibles of any policy of insurance to be purchased by Grantee hereunder shall be borne by Grantee. Grantee shall submit valid certificates in form and substance satisfactory to the RDA evidencing the effectiveness of the foregoing insurance policies along with copies of the amendatory riders to any such policies. Grantee hereby agrees to maintain the insurance described hereinabove for the period of this Agreement and that referenced in Section 12(a) and (d) for two (2) years following completion of the Project. Grantee hereby waives all rights of subrogation against the RDA and such policies of insurance required herein shall include a waiver of subrogation in favor of the RDA, which waiver shall be effective notwithstanding any duty to indemnify otherwise imposed by contract or applicable law. 13. INDEMNITY. Grantee shall INDEMNIFY, DEFEND, AND HOLD HARMLESS the RDA and its officers, board members, members, employees, and agents, from any and all damages, losses, claims, demands, suits, liabilities, penalties, or forfeitures of every kind and nature (collectively “Claims”), including, but not limited to, reasonable attorneys’ and experts’ fees and expenses, and other costs and expenses of defending against the same, and payment of any settlement or judgment therefore, by reason of bodily and other personal injuries to or deaths of persons; damages to tools or equipment owned or leased by Grantee; damages to other property; the release or threatened release of a hazardous substance or any pollution or contamination of or other adverse effects on the environment; violations of any applicable laws; or infringement of patent, copyright, trademark, trade secret, or other property right to the extent resulting or alleged to have resulted from acts or omissions of Grantee, its employees, agents, contractors, subcontractors, or other representatives or otherwise arising out of, relating to, or in connection with, directly or indirectly, the performance of this Agreement, the Project or otherwise, whether suffered directly by the RDA or indirectly by reason of third party claims, demands, or suits. This obligation to indemnify, defend, and hold harmless shall survive termination or expiration of this Agreement and shall apply whether or not it is alleged that the RDA in any way contributed to the Claims or is liable due to a non-delegable duty; however, Grantee shall not be responsible for any Claim(s) which are caused by the sole negligence or sole willful misconduct of the RDA where such is contrary to law. The indemnification obligation under this Agreement may not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Grantee or any contractor(s), subcontractor(s) or materialmen under worker’s or workmen’s compensation acts, disability benefit acts or other employee benefits acts. Without limiting the generality of the foregoing, the indemnity herein shall include all Claims arising out of personal injury, death, or damage to personal property of the Grantee or its contractors or subcontractor’s employees or agents or licensees or invitees or to any other persons, whether based Page 12 of 21 upon or claimed to be based upon, statutory, contractual, common law, tort (including but not limited to negligence, fraud, conversion, intentional tort or other common law tort) or other liability of Grantee, Grantee’s representatives, employees, contractors, subcontractors, material men or suppliers or any other persons. The promise of indemnification herein shall be construed to reflect Grantee’s intent to indemnify the RDA to the fullest extent permitted by law for such Claims. Grantee shall insure specifically the indemnity contained hereinabove and shall include the RDA as an additional insured by causing amendatory riders or endorsements to Grantee’s insurance policies. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMS FOR STATUTORY OR COMMON LAW INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR TREBLE DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) SUCH AS, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, DEPRECIATION OR DIMINUTION IN VALUE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 14. LIENS. The Grantee shall make prompt payments to all persons who have done work or furnished materials for the Grantee’s performance of the work and shall, from time to time upon demand, furnish satisfactory evidence to the RDA that such persons are entitled to no further compensation. In the event a lien shall be filed against the Project, by any person who has, or has alleged to have, done work or furnished materials for or in the performance of the Grantee or its representatives work, the Grantee shall at its expense, upon demand of the RDA, take all necessary action, by bond or otherwise, to cause any such lien to be released or discharged therefrom, and Grantee shall fully indemnify the RDA against any loss or expense in connection therewith, including reasonable expert and attorneys’ fees incurred by the RDA. 15. TERMINATION. A. Termination for Cause. A breach by Grantee of any representation, certification, or warranty made herein, or Grantee’s failure to complete the Project in accordance with Section 4 herein or to expend Project Funds in accordance with this Agreement and the IEDC Agreement may be considered a material breach hereof and shall entitle the RDA to (i) suspend payment of Project Funds, (ii) suspend Grantee’s participation in the RDA, READI, and/or the IEDC grant programs until such time as all material breaches are cured to the RDA’s and/or the IEDC’s satisfaction, and/or (iii) deem all Project Funds, spent or unspent, due and payable to the RDA. The expenditure of Project Funds other than in conformance with this Agreement and the IEDC Agreement may be deemed a breach of this Agreement. Grantee explicitly covenants that it shall repay to the RDA all funds not spent in conformance with this Agreement and/or the IEDC Agreement within twenty (20) days following the RDA’s demand for payment of such. If the RDA or the IEDC is subject to any fine, penalty or fee as a result of Grantee’s improper expenditure of Project Funds, Grantee shall fully reimburse the RDA and/or the IEDC for any such fine, penalty or fee and any other related incurred expense. B. Termination for Convenience. Grantee acknowledges and agrees that unless prohibited by a statute or regulation relating to the award of the Grant, the IEDC Agreement Page 13 of 21 may be terminated, in whole or in part, by the IEDC whenever, for any reason. Upon termination of the IEDC Agreement, this Agreement shall terminate. Termination shall be effected by delivery to Grantee of a termination notice, specifying the extent to which such termination becomes effective. Absent an existing default or breach by Grantee as of the date of the termination notice contemplated herein, Grantee shall be compensated for completion of the Project properly done prior to the effective date of the termination. The RDA will not be liable for work on the Project performed after the effective date of the termination. In no case shall total payment made to Grantee exceed the original Project Funds award. C. Notice. In all instances of termination for cause or for convenience, Grantee will be provided notice and an opportunity for a hearing according to 2 CFR § 200.340 through § 200.343, as amended from time to time. 16. CANCELLATION OF FUNDING. In the event the Director of the SBA makes a written determination that Grant and/or Project Funds are not appropriated or otherwise available to support the continuation of performance of this Agreement, such determination shall be final and conclusive, and this Agreement shall be immediately cancelled. 17. EMPLOYMENT ELIGIBILITY VERFICATION. As required by IC § 22-5- 1.7, as amended from time to time, if Grantee has employees, Grantee hereby swears or affirms under the penalties of perjury that: A. Grantee has enrolled and is participating in the E-Verify program; B. Grantee has provided documentation to the IEDC that it has enrolled and is participating in the E-Verify program; C. Grantee does not knowingly employ an unauthorized alien; D. Grantee shall require its contractors who perform work under this Agreement to certify to Grantee that the contractor does not knowingly employ or contract with an unauthorized alien and that the contractor has enrolled and is participating in the E-Verify program. Grantee shall maintain this certification throughout the duration of the term of any contract or agreement with a contractor. The RDA may terminate this Agreement for default if Grantee fails to cure a breach of this provision no later than thirty (30) days after being notified by the RDA. 18. DRUG-FREE WORKPLACE CERTIFICATION. As required by Executive Order No. 90-5, dated April 12, 1990, issued by the Governor of Indiana, as amended from time to time, the Grantee, if it has employees, hereby covenants and agrees to make a good faith effort to provide and maintain a drug-free workplace. The Grantee will give written notice to the RDA within ten (10) days after receiving actual notice that the Grantee, or an employee of Grantee in the State of Indiana, has been convicted of a criminal drug violation occurring in the workplace. False certification or violation of this certification may result in sanctions including, but not limited to, suspension of disbursements under this Agreement, termination of this Agreement, and/or debarment of contracting opportunities with the State of Indiana for up to three (3) years. Page 14 of 21 In addition to the provisions of the above paragraph, if the total amount set forth in this Agreement is in excess of $25,000.00, the Grantee agrees that it will provide a drug-free workplace by: A. Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Grantee’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; B. Establishing a drug-free awareness program to inform its employees of: (1) the dangers of drug abuse in the workplace; (2) the Grantee’s policy of maintaining a drug- free workplace; (3) any available drug counseling, rehabilitation, and employee assistance programs; and (4) the penalties that may be imposed upon an employee for drug abuse violations occurring in the workplace; C. Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment the employee will: (1) abide by the terms of the statement; and (2) notify the Grantee of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; D. Notifying the RDA in writing within ten (10) days after receiving notice from an employee under subdivision (2) above, or otherwise receiving actual notice of such conviction; E. Imposing, within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2) requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and F. Making a good faith effort to maintain a drug-free workplace through the implementation of subparagraphs (A) through (E) above. 19. NONDISCRIMINATION. Pursuant to Indiana Code § 22-9-1-10, the federal Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act, the Grantee covenants that it shall not discriminate against any employee or applicant for employment related to this Agreement or the Project with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, religion, sex, age, disability, national origin, ancestry, status as a veteran, or any other characteristic protected by federal, state, or local law. Breach of this covenant may be regarded as a material breach of this Agreement. Furthermore, Grantee certifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination based on these protected characteristics in the provision of services. Grantee understands that the RDA is a recipient of federal funds, and therefore, where applicable, Grantee and its subcontractors shall comply with requisite affirmative action requirements, including Page 15 of 21 reporting, pursuant to 41 CFR Chapter 60, as amended, and Section 202 of Executive Order 11246 as amended by Executive Order 13672, all as amended from time to time. 20. DIVERSITY BUSINESSES. Grantee shall use its reasonable best efforts and is encouraged to contract for services with or purchase materials from Indiana-based persons, including contracting with Indiana minority, women’s, and veteran’s business enterprises. 21. INFORMATION TECHNOLOGY ACCESSIBILITY STANDARDS. Any information technology related products or services purchased, used, or maintained through Project Funds must be compatible with the principles and goals contained in the Electronic and Information Technology Accessibility Standards adopted by the Architectural and Transportation Barriers Compliance Board under Section 508 of the federal Rehabilitation Act of 1973 (29 U.S.C. §794d), as amended from time to time. The federal Electronic and Information Technology Accessibility Standards can be found at: https://www.access-board.gov/ict.html 22. DEBARMENT AND SUSPENSION. A. Grantee represents, warrants, and certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Agreement by any federal agency, branch of government, or by any department, agency, or political subdivision of the State of Indiana. The term “principal” for the purposes of this Agreement shall mean any officer, director, or member. B. Grantee represents, warrants, and certifies that it has verified the suspension and debarment status for all subcontractors, vendors, or other lower tier subrecipients receiving funds under this Agreement and shall be solely responsible for any recoupments or penalties that might arise from non-compliance. Grantee shall immediately notify the RDA if any subcontractors, vendors, or other lower tier subrecipients become debarred or suspended, and shall, at the RDA’s request, take all steps required to terminate its contractual relationship with the subcontractors, vendors, or other lower tier subrecipients. C. The RDA reserves the right to immediately suspend, in whole or in part, this Agreement, including any further disbursements of Project Funds, for the appearance of an actual or potential violation of this Agreement or any relevant provision of federal or State laws, rules, or regulations. Grantee shall be provided with notice of the suspension and a thirty (30) day period in which to cure said violation or demonstrate to the RDA that no violation exists. In the event an act (or failure) of the Grantee requires prompt intervention by the RDA, an authorized RDA representative may provide the Grantee with verbal notification of the suspension and extent thereof. Written notice of the suspension shall be provided to the Grantee within fifteen (15) days from the date of verbal notification. The notice shall include the qualifying violation(s) for such suspension and the extent of the suspension. In determining the suspension, the RDA may consider the following criteria: (i) the severity of the violation; (ii) the number of similar violations; (iii) whether the violations were willful or intentional; (iv) whether the violations involved dishonesty; (v) the history of prior violations; or (vi) such other information the RDA determines in its sole discretion is relevant. In the event the RDA determines that the issue Page 16 of 21 is sufficiently resolved, the RDA shall provide notice to the Grantee that the parties shall resume, as soon as practical, their duties of this Agreement. No disbursements of Project Funds shall be issued to the Grantee during the suspension period. In the event the RDA determines that the issue is not sufficiently resolved, the RDA may terminate this Agreement in accordance with Section 15. 23. INDEPENDENT CONTRACTOR. Grantee shall perform and execute the provisions of this Agreement as an independent contractor to the RDA and shall not in any respect be deemed or act, or hold itself out, as an agent of the RDA or the IEDC or an authorized representative of the same for any purpose or reason whatsoever. Grantee shall be solely responsible for providing insurance and other benefits as it deems necessary for its employees. Grantee is an independent contractor, and all of its agents and employees shall be subject solely to the control, supervision, and authority of Grantee. The RDA and Grantee disclaim any intention to create a partnership or joint venture. Grantee shall not be entitled to act for or have any power or authority to assume any obligation or responsibility on behalf of, the RDA or the IEDC or their respective authorized representatives. Since Grantee is an independent contractor, the RDA will not make any deductions from payments due Grantee from the RDA under this Agreement for any payroll or similar taxes, premiums or contributions now or hereafter required to be collected and/or paid by an employer for or on account for such employer’s employees. Without limiting the generality of the preceding sentence, the RDA will not deduct from sums due Grantee, nor pay for or on account of Grantee any (i) federal, state or local income tax withholding, (ii) social security or Medicare tax, (iii) health, accident, disability or life insurance premiums mandated by any governmental agency, (iv) unemployment compensation premium or tax, or (v) workers’ compensation premium or tax that would be required to be withheld and/or paid by the Grantee. The RDA shall not have any right to determine the route or means of transportation to and from the various places that Grantee must travel for the Project under this Agreement, and Grantee will be responsible for providing its own tools and equipment in connection with the Project. 24. NOTICES. All notices to be given under this Agreement shall be in writing, and shall be deemed to have been given and served when delivered in person, by Federal Express, UPS or similar overnight carrier, or by United States mail, postage pre-paid to the addressee at the following addresses: RDA: Northern Indiana Regional Development Authority c/o South Bend-Elkhart Regional Partnership 635 S. Lafayette Boulevard, Suite 123 South Bend, Indiana 46601 ATTN: Bethany Hartley BHartley@southbendelkhart.org (574) 344-4686 Copy to: Krieg DeVault LLP 4101 Edison Lakes Parkway, Suite 100 Mishawaka, Indiana 46545 ATTN: Stephen A. Studer, Esq. sstuder@kdlegal.com (574) 277-1207 Page 17 of 21 Grantee: GLC Madison Development Corp. 7410 Aspect Drive, Suite 100 Granger, IN 46530 Attn: Bradley J. Toothaker, President Sponsor: GLC Madison Development Corp. 7410 Aspect Drive, Suite 100 Granger, IN 46530 Attn: Richard J. Deahl, General Counsel Any party may change its mailing address by serving written notice of such change and of such new address upon the other party. 25. PERIODIC MONITORING REVIEWS. The IEDC may carry out periodic monitoring reviews (“Periodic Monitoring Reviews”) of the RDA and/or the Project, as deemed appropriate by the IEDC. The Grantee shall extend to the IEDC and/or RDA and its authorized designees its full cooperation and give full access to its Project sites and to relevant documentation. The RDA shall not be required to provide the Grantee advance notice of such Periodic Monitoring Reviews except as reasonably required to make sure the necessary individuals and materials are available. Grantee shall cooperate in such monitoring and evaluation efforts and shall produce all documentation reasonably requested by the IEDC. The IEDC shall designate the location of the Periodic Monitoring Reviews (e.g., onsite, the IEDC’s premises or at a location of the RDA’s). Periodic Monitoring Reviews may consist of the following: (i) whether a Project’s activities are consistent with those set forth in this Agreement, the approved Claim Form, the RDP, or any additional information or documentation the RDA has submitted to the IEDC; (ii) a complete, detailed analysis of actual non-public funds, State support, and other public funds expended to date on the on a Project and conformity with a Claim Form; (iii) a detailed listing of a Project’s costs by Project budget line item which are accrued yet unpaid, if applicable; (iv) a written evaluation of a Project with respect to the RDA and/or Grantee’s timely progress in Project management, financial management, control systems, procurement systems and methods, and performance relative to timely submission of the RDA’s quarterly progress reports required pursuant to the IEDC Agreement. Grantee shall take all actions reasonably necessary to correct or cure any issues identified by the IEDC during its Periodic Monitoring Reviews. Failure to do so may allow the RDA to suspend or terminate this Agreement. In the event that the IEDC requests a final audit following the completion of the Project, the Grantee shall cooperate with such audit and any and all other requests for monitoring or evaluation efforts required by the RDA or the IEDC. 26. DISCLOSURE OF PUBLIC RECORDS. Grantee understands that this Agreement is a public record as defined by the Indiana Access to Public Records Act (Indiana Code § 5-14-3-1, et seq. (“APRA”)), and, once fully executed, will be posted on the IEDC’s transparency portal, which is available at https://transparency.iedc.in.gov. The Claim Form and any reports submitted to the IEDC by the RDA under this Agreement are also public documents and are subject to public inspection pursuant to the Indiana Access to Public Records Act. Page 18 of 21 Confidential financial information and other information that Grantee desires to be withheld from disclosure in accordance with the Indiana Access to Public Records Act shall be submitted in a separate addendum clearly designated by Grantee as confidential along with reference to the basis for such non-disclosure pursuant to APRA. The RDA shall not be liable to Grantee for any claims or damages arising from the disclosure of any documents or information marked confidential. Grantee shall also allow the RDA to distribute public information, data, or statistics that the RDA collects on its RDP and the Project to third parties. If requested, the Grantee shall work together with the RDA or a third party, as applicable, on the terms of the data collection, format, submission timelines and distribution methods. 27. PUBLIC RELEASE. Grantee shall use reasonable efforts to coordinate with the RDA in advance of issuing any public relations communications and/or materials, including press releases, or otherwise responding to media inquiries (collectively, “Public Release”) in relation to the subject matter of this Agreement, including the Project. Should the RDA reasonably object to the Grantee’s Public Release, the parties agree to work together to resolve and/or revise the Public Release. Grantee shall ensure that prompt responses and materials are provided to the RDA for the preparation of any Public Release. Grantee shall designate an individual to serve as the primary contact regarding Public Releases. In no event shall Grantee be required to notify the RDA prior to making a notice, submission, or disclosure required by law. 28. USE OF IEDC AND RDA NAME. The RDA and the IEDC have not granted any rights to use their name, trademark, intellectual property, or logos under this Agreement or the IEDC Agreement. Grantee shall not use the IEDC’s or the RDA’s name or intellectual property, including IEDC or RDA trademarks or logos, in any manner, including commercial advertising or as a business reference, without the prior written consent of the IEDC or the RDA, as applicable. For any purposes outside those contemplated by this Agreement, and for which the IEDC’s participation will be referenced, the IEDC or the RDA shall have the right of review and approval of the use, disclosure, and the finished product prior to publication. All such requests from the Grantee must be made in writing and delivered to the RDA for approval at its sole discretion. Any requests by Grantee for the use of the IEDC name or intellectual property shall be first submitted to the RDA who shall work with the IEDC regarding review and approval. The Grantee shall not invoke the name of the RDA or any officer, director or agent of the RDA in connection with any public or private presentation or meeting with respect to the Project, including, without limitation, that the RDA, officer, director or agent supports the Project, without the prior written permission of the RDA. The approval of Project Funds relates only to the issue of the Project as being, in general, of regional importance, and not an endorsement of the physical project or the Grantee. 29. ASSIGNMENT. The RDA shall have the right to unilaterally assign its rights to recover Project Funds and delegate its rights under this Agreement to the IEDC. In such event, the RDA shall provide notice to Grantee of such unilateral assignment and delegation. THE PARTIES AGREE THAT IN NO EVENT SHALL THIS PROVISION BE VOIDED OR CONSTITUTE A MATERIAL BREACH AS SIGNATURE TO THIS AGREEMENT SHALL CONSTITUTE THE PARTIES’ CONSENT TO THE RDA’S UNILATERAL ASSIGNMENT AND DELEGATION Page 19 of 21 TO THE IEDC. Grantee shall not assign, transfer, or convey or otherwise dispose of this Agreement or any part hereof, to any person, company, or corporation, without the prior written consent of the RDA, except that Grantee may, with the approval of the RDA in its sole discretion and in no case other than pursuant to a separate agreement between Grantee, the RDA, Sponsor, and the City of South Bend or an entity thereof (the “City”), assign the Project Funds to the City, provided that no default by Grantee or Sponsor exists under this Agreement or the Repayment Agreement, the City agrees to be bound by the terms and conditions of the READI program and Sections 8, 10, 11, and 25 herein, and Grantee remains fully responsible for compliance with the terms of this Agreement. Any assignment hereunder shall in no way modify or affect Sponsor’s obligations under the Repayment Agreement. Any assignment in violation of this Section 29 shall be null and void. 30. GOOD FAITH ASSURANCES. The parties to this Agreement shall in good faith undertake to perform their obligations under this Agreement, to satisfy all conditions and to cause the transactions contemplated by this Agreement to be carried out promptly in accordance with the terms of this Agreement. Upon the execution of this Agreement and thereafter, each party shall do such things as may be reasonably requested by the other party hereto in order more effectively to consummate or document the transactions contemplated by this Agreement. 31. ADDITIONAL RIGHTS. If at any time during the term of this Agreement, Grantee fails to submit any documentation required herein within a reasonable time following the RDA’s written request, such failure shall be deemed an event of default under this Agreement and the Repayment Agreement, and the RDA may terminate this Agreement; provided, that Grantee shall have thirty (30) days following receipt of written notice from the RDA of such failure to cure any such failure. During the aforementioned cure period, Grantee shall, with respect to matters within its control, act with diligence to effectuate said cure. Upon termination of this Agreement under this Section and without affecting the RDA’s rights under the Repayment Agreement, Grantee, upon demand of the RDA, shall pay to the RDA damages in an amount not to exceed the total amount of Project Funds received by Grantee. 32. MISCELLANEOUS. A. The headings in this Agreement are intended solely for reference and will be given no effect in the construction or interpretation of this Agreement. B. The parties agree that this Agreement, including any attached exhibits and/or attachments, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire agreement of the parties with respect to the subject matter hereof. C. This Agreement may not be altered or amended except in writing, signed by authorized representatives of the RDA and Grantee. D. No waiver of any default, failure to perform, condition, provision, or breach of this Agreement will be deemed to imply or constitute a waiver of any other like default, Page 20 of 21 failure to perform, condition, provision, or breach of this Agreement. E. If any paragraph, term, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, or if any paragraph, term, condition, or provision is found to violate or contravene the laws of the State of Indiana, then the paragraph, term, condition, or provision so found will be deemed severed from this Agreement, but all other paragraphs, terms, conditions, and provisions will remain in full force and effect. F. This Agreement shall be governed in accordance with the laws of the state of Indiana. The venue for disputes hereunder shall be exclusive to local and federal courts of St. Joseph County, Indiana. G. The Grantee shall be responsible for providing all legally required unemployment and workers’ compensation insurance for its employees, if any. H. Unless otherwise terminated or modified as expressly permitted hereunder, this Agreement shall remain in force during the term of this Agreement. Notwithstanding anything contained herein to the contrary, provisions of this Agreement which by their nature contemplate rights and obligations of the parties to be enjoyed or performed after the Expiration Date shall survive until their purposes are fulfilled. I. This Agreement may be executed through an original or electronically, and in duplicate or through counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same agreement. J. If the Grantee refers to more than one entity, each entity shall be jointly and severally responsible to satisfy the obligations under this Agreement. In the event of a default, all entities are jointly and severally liable for the obligations in this Agreement, irrespective of which entity caused the default. K. Nothing in this Agreement shall be construed to confer any rights or remedies on any third party not a signatory to this Agreement, including the employees, or other contractors of the Grantee. L. This Agreement was reviewed and/or revised by legal counsel for the RDA and Grantee, and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. M. Nothing in this Agreement is intended to preclude or limit the RDA’s ability to seek remedies available at law or in equity against the Grantee in respect to claims of mismanagement, misappropriation, fraud, concealment, or similar claims of disbursed Project Funds. N. The undersigned on behalf of Grantee attests, subject to the penalties for Page 21 of 21 perjury, that the undersigned is the Grantee, or that the undersigned is the properly authorized representative, agent, member, or officer of Grantee and has all due authority to execute this Agreement. [Reminder of Page Intentionally Left Blank; Signature Page Follows] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. “RDA”: NORTHERN INDIANA REGIONAL DEVELOPMENT AUTHORITY “GRANTEE”: GLC MADISON DEVELOPMENT CORP., an Indiana corporation By: John DeSalle, Board Chair By: Bradley J. Toothaker, President “SPONSOR”: GREAT LAKES CAPITAL DEVELOPMENT, LLC, an Indiana limited liability company By: Bradley J. Toothaker, President Index of Exhibits Schedule 1 – Disbursement of Funds Schedule Schedule 2 – Use of Project Funds Detail Exhibit A – IEDC Agreement Exhibit B – Project Description Exhibit C – READI Claim Form Exhibit D – Project Change Form Exhibit E – Claim Voucher Exhibit F – Information and Questionnaire SCHEDULE 1 to SUBGRANT AGREEMENT [DISBURSEMENT OF FUNDS SCHEDULE ATTACHED] SCHEDULE 2 to SUBGRANT AGREEMENT [USE OF PROJECT FUNDS DETAIL ATTACHED] IEDC Project #: 00213 Project Name: Beacon GLC Integrated Health and Lifestyle District USE OF PROJECT FUNDS DETAIL Total READI Project Funds: ________ $11,780,00.00 # Line-Item Description Use of Project Funds Project Funds Allocation 1. Design & Bidding- parking structure soft $ 1,780,000.00 2. Construction- parking structure $ $10,000,000.00 3. $ 4. $ 5. $ 6. $ 7. $ 8. $ 9. $ 10. $ 11. $ 12. $ 13. $ 14. $ [Schedule 2 to Regional Economic Acceleration and Development Initiative Subgrant Agreement] EXHIBIT “A” to SUBGRANT AGREEMENT [IEDC AGREEMENT ATTACHED] EXHIBIT A The complete Exhibit A can be found at the following link: https://www.iedc.in.gov/program/indiana- readi/regions EXHIBIT “B” to SUBGRANT AGREEMENT [PROJECT DESCRIPTION ATTACHED] EXHIBIT “C” to SUBGRANT AGREEMENT [READI CLAIM FORM ATTACHED] EXHIBIT “D” to SUBGRANT AGREEMENT [MATERIAL CHANGE FORM ATTACHED] REGIONAL ECONOMIC ACCELERATION AND DEVELOPMENT INITIATIVE SUBGRANT AGREEMENT (“AGREEMENT”) MATERIAL CHANGE FORM Name of Grantee: Project Name: Grantee Contact Name: Date of “Material Change”: Description of “Material Change”: Pursuant to Section 5 of the Agreement, Grantee shall provide notice to the RDA within fifteen (15) days of any material change to the Project on this form. A material change occurs when there is any of the following: (i) an increase in the total cost of the Project of five percent (5%) or more and which, as a result of said increase, would require additional Project Funds for the Project, or (ii) a change in the nature of the Project from the Grantee’s submission on the approved Claim Form. This form shall be delivered to the RDA in person, by Federal Express, UPS or similar overnight carrier, or by United States mail, postage pre-paid to the RDA’s address in the Agreement. Grantee Contact Signature Title Date [Exhibit D to Regional Economic Acceleration and Development Initiative Subgrant Agreement] EXHIBIT “E” to SUBGRANT AGREEMENT [CLAIM VOUCHER ATTACHED] EXHIBIT “F” to SUBGRANT AGREEMENT [INFORMATION AND QUESTIONNAIRE ATTACHED]