HomeMy WebLinkAbout5109-25 Reconfirming Resolution - Personal Property Tax Abatement for 3820 West Calvert Street United States of America
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2025-01959
AUDITOR . RECORDED AS PRESENTED ON
ST. JOSEPH COUNTYCertificate CA�2'NDAC/zoE2oa:
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S. OWN
ST.JOSEPH COUNTY
RECORDER
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STATE OF INDIANA, COUNTY OF ST. JOSEPH, ss:
I, Bianca L. Tirado, Clerk of the City of South Bend, County of St. Joseph, Indiana, hereby
certify that the attached and foregoing is a full, true, and correct copy of
RESOLUTION NO. 5109-25
A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION
OF DECLARATORY RESOLUTION NO. 4944-22 DESIGNATING
CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA,
COMMONLY KNOWN AS 3820 WEST CALVERT STREET, SOUTH BEND,
IN 46613 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF
A FIVE-YEAR (5) PERSONAL PROPERTY TAX ABATEMENT FOR
GREENLEAF HOLDCO LLC
ADOPTED BY THE COMMON COUNCIL OF THE CITY OF SOUTH
BEND, INDIANA, JANUARY, 13, 2025
PRESENTED TO, APPROVED AND SIGNED BY MAYOR JAMES
MUELLER, JANUARY, 15, 2025
ATTEST: CANNETH LEE, PRESIDENT OF THE COMMON COUNCIL
ATTEST: BIANCA L. TIRADO, CITY CLERK
the original of which is now on file in the office of the Clerk of the City of South Bend, St. Joseph
County, Indiana.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official Seal of the City
;h
of South Bend, St. Joseph County, Indiana, this Z1'— day of 3trlHark/ 20 25 .
Bianca L. Tirado
"'eolith
7 a Al'
� Clerk of the City of South Bend
Ot ' ` `11111/111fi1;'e'l'A
\ , St. Joseph County, Indiana
1.4
\,„ ` /} M2.1414cw Nita( Deputy City Clerk
may . 1865 •
RESOLUTION No . 5109_25
Passed by the Common Council of the City of South Bend, Indiana
January 13, 20 25
Attest: G , City Clerk
Bianca L. Tirado
Attest: try,,,,,,, a-0---- President of Common Council
Presented by me to the Mayor of the City of South Bend, Indiana
January 14, 20 25
oL
City Clerk
Bianca L. Tirado
Approved and signed by me 11%4% i c/ 20 25
' Mayor
5 NA
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BILL NO. 25-03
RESOLUTION NO. 5109-25
A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF
DECLARATORY RESOLUTION NO. 4944-22 DESIGNATING CERTAIN
AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY
KNOWN AS
3820 West Calvert Street, South Bend, IN 46613
AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A
FIVE-YEAR (5) PERSONAL PROPERTY TAX ABATEMENT FOR
Greenleaf Holdco LLC
WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a
Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas
for the purpose of tax abatement consideration; and
WHEREAS, Declaratory Resolution No. 4944-22 designated the area commonly known
as 3820 W. Calvert Street, South Bend, Indiana 46613, and which is more particularly described
as:
Business Personal Property
and which has Key Numbers to be assigned, as an Economic Revitalization Area under the
provisions of Indiana Code 6-1.1-12.1 et seq., and South Bend Municipal Code Sections 2-76 et
seq.; and
WHEREAS, upon proper notice, a public hearing was held, after which the Common
Council adopted Confirming Resolution No. 4945-22 on February 14, 2022, confirming the
adoption of Declaratory Resolution No. 4944-22; and
WHEREAS, the Common Council, through the adoption of Confirming Resolution No.
4945-22, provided a personal property tax abatement to Greenleaf Holdco LLC for the purchase
and installation of equipment to be used in a new commercial facility for food production at the
area designated as an Economic Revitalization Area through the adoption of Declaratory
Resolution No. 4944-22; and
WHEREAS, Pure Green Farms is an assumed business name of Greenleaf Holdco LLC as
certified by the Office of the Secretary of State of the State of Indiana; and
WHEREAS, Greenleaf Holdco LLC, operating as Pure Green Farms, plants, grows,
harvests,packages, and distributes lettuces grown at an existing greenhouse facility at the location
commonly known as 3820 W. Calvert Street, South Bend, Indiana 46613; and
WHEREAS, Greenleaf Holdco LLC was granted a three-year (3) designation period in
Confirming Resolution No. 4945-22, which will expire on January 24, 2025; and
WHEREAS, construction on the new commercial facility for food production was delayed
by project development challenges and other issues outside of the control of Greenleaf Holdco
LLC; and
WHEREAS, completion of the project by end of the original designation period was not
possible; and
WHEREAS, Greenleaf Holdco LLC has not yet purchased and installed equipment that
would have qualified for the personal property tax abatement provided through the adoption of
Confirming Resolution No. 4945-22; and
WHEREAS, the project will be completed by the end of 2026; and
WHEARAS, Greenleaf Holdco LLC has requested that the designation period confirmed
by Confirming Resolution No. 4945-22 be extended; and
WHEREAS, the Common Council desires to reconfirm the designation of the area
designated by Declaratory Resolution No. 4944-22 and confirmed by Confirming Resolution No.
4945-22 as an Economic Revitalization Area for purposes of a five-year(5)personal property tax
abatement; and
WHEREAS, the Common Council desires to extend the designation period confirmed by
Confirming Resolution No. 4945-22; and
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South
Bend, Indiana, as follows:
SECTION I. The Common Council hereby reconfirms Declaratory Resolution No. 4944-22 and
Confirming Resolution No. 4945-22 for purposes of a five-year(5) real property tax abatement.
SECTION II. The designation as an Economic Revitalization Area for purposes of a five-year(5)
personal property tax abatement expires on December 31, 2026.
SECTION III. The Common Council hereby determines that Greenleaf Holdco LLC is qualified
and is granted property tax deduction for a period of five (5) years as shown in Section V of
Declaratory Resolution No. 4944-22 and further determines that the petition, the Statement of
Benefits, and the Memorandum of Agreement between Greenleaf Holdco LLC and the City of
South Bend associated with Declaratory Resolution No. 4944-22 as adopted on January 24, 2022,
and Confirming Resolution No. 4945-22 as adopted on February 14, 2022, comply with Chapter
2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq.
SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the
Common Council and approved by the Mayor.
4 A2..
Canneth Lee, ouncil President
South Bend Common Council
Attest:
Bianca Tirado, ity Clerk
Office of the City Clerk
Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the
City of South Bend, Indiana on the 14th day of January , 2025, at 12
o'clock p.m.
4144414/
Bianca Tirado, C. lerk
Office of the Cit Jerk
Approved and signed by me on the day of J•l b a f/ , 2025, at I o'clock
.m. /
Jam Mueller, Mayor
Cit of South Bend, Indiana
.--'-7� STATEMENT OF BENEFITS
. PERSONAL PROPERTY FORM SB-1 1 PP
State Form 51764(R5/1-21) PRIVACY NOTICE
6' -- ' t
Prescribed by the Department of Local Government Finance
Any information concerning the cost
of the property and specific salaries paid
to Individual employees by the property
owner is confidential per IC 6-1.1-12.1-5.1.
INSTRUCTIONS:
1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requires
information from the applicant in making its decision about whether to designate an Economic Revitalization Area. Otherwise this statement must be
submitted to the designating body BEFORE a person installs the new manufacturing equipment and/or research and development equipment,and/or
logistical distribution equipment and/or information technology equipment for which the person wishes to claim a deduction.
2. The statement of benefits form must be submitted to the designating body and the area designated an economic revitalization area before the installation of
qualifying abatable equipment for which the person desires to claim a deduction.
3. To obtain a deduction,a person must file a certified deduction schedule with the person's personal property return on a certified deduction schedule
(Form 103-ERA)with the township assessor of the township where the property is situated or with the county assessor if there is no township assessor for
the township. The 103-ERA must be filed between January 1 and May 15 of the assessment year in which new manufacturing equipment and/or research
and development equipment and/or logistical distribution equipment and/or information technology equipment is installed and fully functional,unless a filing
extension hes been obtained. A person who obtains a filing extension must file the form between January 1 and the extended due date of that year.
4. Property owners whose Statement of Benefits was approved,must submit Form CF-i/PP annually to show compliance with the Statement of Benefits.
(IC 6-1.1-12.1-5.6)
5. For a Form SB-1/PP that is approved after June 30,2013,the designating body is required to establish an abatement schedule for each deduction allowed.
For a Form SB-1/PP that is approved prior to July 1,2013,the abatement schedule approved by the designating body remains in effect. (IC 6-1.1-121-17)
SECTION 1 TAXPAYER INFORMATION
Name of taxpayer Name of contact person
Greenleaf Holdco LLC dba Pure Green Farms First Name: Joe Last Nam'McGuire
Address of taxpayer Number and Street City State ZIP Telephone number Email
3820 W. Calvert Street South Bend IN 46613 (863)370-3154 jmcguire@gopgf.com
SEC I ION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT
Name of designating body Resolution number(s)
Common Council of the City of South Bend 5►al-25
Location of property Number and Street City State 'LIP County DLGF taxing district number
3820 W.Calvert Street South Bend IN 46613 St. Joseph 026(South Bend-Portage)
Description of manufacturing equipment and/or research and development equipment ESTIMATED
and/or logistical distribution equipment and/or information technology equipment. START DATE COMPLETION DATE
(Use additional sheets if necessary.)
Refer to supplemental sheet Manufacturing Equipment 4/1/2025 12/31/2026
R&D Equipment
Logist Dist Equipment
IT Equipment 4/1/2025 12/31/2026
SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS RESULT OF PROPOSED PROJECT
Current Number Salaries Number Retained Salaries Number Additional Salaries
25 $ 1,650,000 25 $ 1,650,000 75 $2,750,000
SECTION 4 ESTIMATED TOTAL COST AND VALUE OF PROPOSED PROJECT
NOTE:Pursuant to IC 6-1.1-12.1-5.1 (d)(2)the MANUFACTURING R&D EQUIPMENT LOGIST DIST IT EQUIPMENT
EQUIPMENT EQUIP ENT
COST of the property is confidential. COST ASSESSED COST ASSESSED COST ASSESSED COST ASSESSED
VALUE VALUE VALUE VALUE
Current values $21,000,000 $80,000
Plus estimated values of proposed project $70,000,000 $30,000
Less values of any property being replaced
Net estimated values upon completion of project $91,000,000 $0 $o $0 $0 $0 $110,000 $0
SECTION 5 WASTE CONVERTED AND OTHER BENEFITS PROMISED BY THE TAXPAYER
Estimated solid waste converted(pounds) 0 Estimated hazardous waste converted(pounds) 0
Other benefits:
Refer to supplemental sheet
SECTION 6 TAXPAYER CERTIFICATION
I hereby certify that the representations in this statement are true.
Signature• authorized represe tative Date signed(month,d y,year)
I�t ,r�c J -,w�— o I (O$ (a e a S
Printe•1:11 fauthorized representative Title.1VC- kk(( &i({ _CcO
Page 1 of 2
FOR USE OF THE DESIGNATING BODY
We have reviewed our prior actions relating to the designation of this economic revitalization area and find that the applicant meets the general standards
adopted in the resolution previously approved by this body. Said resolution, passed under IC 6-1.1-12.1-2.5, provides for the following limitations as
authorized under IC 6-1.1-12.1-2.
A. The designated area has been limited to a period of time not to exceed N/A calendar years'(see below). The date this designation expires
is 12/31/2026 . NOTE:This question addresses whether the resolution contains an expiration date for the designated area.
B. The type of deduction that is allowed in the designated area is limited to:
1 . Installation of new manufacturing equipment; ❑r Yes ❑No ❑ Enhanced Abatement per IC 6-1.1-121-18
2. Installation of new research and development equipment; ❑Yes .No Check box if an enhanced abatement was
approved for one or more of these types.
3. Installation of new logistical distribution equipment. ❑Yes ❑No
4. Installation of new information technology equipment; El Yes ❑N o
C.The amount of deduction applicable to new manufacturing equipment is limited to$ N/A cost with an assessed value of
$ N/A . (One or both lines may be filled out to establish a limit,if desired.)
D. The amount of deduction applicable to new research and development equipment is limited to$ N/A cost with an assessed value of
$ N/A . (One or both lines may be filled out to establish a limit,if desired.)
E. The amount of deduction applicable to new logistical distribution equipment is limited to$ N/A cost with an assessed value of
$ N/A . (One or both tines may be filled out to establish a limit,if desired.)
F. The amount of deduction applicable to new information technology equipment is limited to$ N/A cost with an assessed value of
$ N/A . (One or both lines may be filled out to establish a limit,if desired.)
G Other limitations or conditions(specify) N/A
H. The deduction for new manufacturing equipment and/or new research and development equipment and/or new logistical distribution equipment and/or
new information technology equipment installed and first claimed eligible for deduction is allowed for:
❑ Year 1 ❑ Year 2 ❑ Year 3 ❑ Year 4 I❑ Year 5 ❑Enhanced Abatement per IC 6-1.1-12.1-18
Number of years approved:
❑ Year 6 ❑ Year 7 ❑ Year 8 ❑ Year 9 D Year 10 (Enter one to twenty(1-20)years:may not
exceed twenty(20)years.)
I. For a Statement of Benefits approved after June 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-17? ❑Yes ❑No
If yes,attach a copy of the abatement schedule to this form.
If no,the designating body is required to establish an abatement schedule before the deduction can be determined.
Also we have reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have
determi that the totality of benefits is sufficient to justify the deduction described above.
pl-134E°2s
Appro d by:.(eignature and title riz ber of designating body) Telephone number D igned(month,d y,ye •
( 9l14 )235 93ZI C ).-
Prin name of authorized mem of designating body Name of designating body
Common Council of the City of South Bend,Indiana
Attested by:(si ature a title of attester) Printed name of attester i
If the designating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a
taxpayer is entitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17.
IC 6-1.1-12.1-17
Abatement schedules
Sec.17. (a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under
section 4 or 4.5 of this chapter an abatement schedule based on the following factors:
(1) The total amount of the taxpayer's investment in real and personal property.
(2) The number of new full-time equivalent jobs created.
(3) The average wage of the new employees compared to the state minimum wage.
(4) The infrastructure requirements for the taxpayer's investment.
(b)This subsection applies to a statement of benefits approved after June 30.2013. A designating body shall establish an abatement schedule
for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the
deduction.Except as provided in IC 6-1.1-12.1-18,an abatement schedule may not exceed ten(10)years.
(c)An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under
the terms of the resolution approving the taxpayer's statement of benefits.
Page 2 of 2
Filed in Clerk's Office
:;hiv f1 u C U1Z I
Pure Green Farms Supplemental Sheet DAV'rc.- -
Form SB-1/PP Section 2: Description of Manufacturing Equipment and WastetonVersi6in';U 3 BEND,IN
Benefits
Our current location in South Bend is situated strategically and employs advanced technology to
promote a safe and sustainable environment in which to grow its leafy greens(additional
vegetable/fruit varieties are being researched). With the use of sun and minimal reliance on
artificial light, energy efficiency is maximized.The current site rests on a 64-acre purchased
parcel that can potentially expand up to 300 acres.
The growing and packing systems are the most advanced in the industry,allowing for very
minimal human hands touching the product.Robotics,sensors and video technology are installed
throughout the greenhouse and the harvesting area.This streamlines our farm to table process
and gives our customers peace of mind that they are getting their greens safely and sooner for a
better-quality experience.
The current(and all future additional)greenhouses deploy advanced automated growing systems
that control and regulate all processing,growing,harvesting and production evolutions in the
produce cycle.The greenhouse uses innovative climate management technologies to monitor and
control the heating,the lighting,the air movement,general atmosphere,and concentration of
CO2,
Multiple screens in the greenhouse growing enclosures help manage light and temperature. The
operations are also economically sustainable,utilizing recycling and using an estimated 90%less
water compared to field grown lettuce or operating in a fully pest free environment.
As the greens grow,automated gutters move and adjust to allow for increased spacing between
plants. This helps the company achieve space efficiency throughout the facility. Labor efficiency
is also significantly improved through Pure Green's automatic seeding,harvesting,and packing
technology.
Food safety is also top of mind at Pure Green. The indoor farm environment is pesticide-free and
uses less water,meaning Pure Green's products are fresh,crisp,and offer the buy-side a long
shelf life.Unique,high-quality varieties distributed to a select region maximize natural resources
and minimize shrink and overall waste.
MEMORANDUM OF AGREEMENT
(PERSONAL PROPERTY TAX ABATEMENT)
This Memorandum of Agreement (Agreement) dated as January 7, 2025, serves as
confirmation of a commitment by Greenleaf Holdco LLC (the "Applicant"),pending a January 13,
2025,public hearing,to comply with the project description,job creation,and retention(and associated
wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and
this Agreement(Commitments).
1. Commitments of City and Applicant.Subject to the adoption of a Declaratory Resolution and
a Confirmatory Resolution by the South Bend Common Council(the"SBCC"),the City of South Bend,
Indiana, (the "City") commits to provide a five-year (5) personal property tax abatement for the
Applicant, based on the Applicant's commitment set forth in its Application. The Applicant commits
to the following(the"Commitments"):
(a)making a capital expenditure of no less than Sixty-Eight Million Dollars ($68,000,000.00)
associated with the purchase of new logistical distribution equipment for Greenleaf Holdco located at
3820 W Calvert Street, South Bend, IN 46613, and has Key Numbers 71-08-16-400-004.000-026 and
71-08-16-400-008.000-026.
(b)retaining twenty-five (25)permanent full-time jobs with a total estimated annual payroll of
$1,650,000 and creating at least seventy-five (75) permanent full-time jobs with a total estimated
annual payroll of$2,750,000 within the first three years of the tax abatement. During the first year of
the abatement, the Applicant's lowest paid permanent full-time employee shall be compensated at an
hourly rate of at least Fifteen Dollars($15.00)per hour("Minimum Wage Rate"),and,in all subsequent
years of the abatement,the Minimum Wage Rate of the Applicant shall increase by at least two percent
(2%) over the previous year.
(c)acting in good faith to complete the project as described in its Application.
2. Applicant's Compliance with City and State Laws. During the term of the abatement, the
Applicant shall comply with Chapter 2, Article 6, of the South Bend Municipal Code, entitled "Tax
Abatement Procedures," and all governing provisions of the Indiana Code. During the term of this
abatement,the City may annually request information from the Applicant concerning the nature of the
Project, the approved capital expenditure of the Project, the number of full-time permanent positions
newly created by the Project, and the average wage rates and salaries (excluding benefits&overtime)
associated with the positions,and the Applicant shall provide the City with adequate written evidence
thereof within fifteen (15) days of such request (the "Annual Survey"). The City shall utilize this
information and the information required to be filed by the Applicant in the CF-1 Compliance with the
Statement of Benefits form to verify that the Applicant has at all times complied with the Commitments
after the Commitment Date and during the duration of the abatement and for no other purpose. The
Applicant further agrees to provide the City with such additional information as requested by the City
to determine Applicant's compliance with the Commitments and with local and state requirements
within twenty(20)days following any such request. Notwithstanding anything herein to the contrary,
the Applicant acknowledges that the City may be required to disclose certain documents provided by
the Applicant as required by a court order or applicable law.
1
3. Substantial Compliance and Rights of Termination. The City, by and through the SBCC,
reserves the right to terminate the Economic Revitalization Area designation and associated property
tax abatement deductions if it reasonably determines that the Applicant has not made reasonable efforts
to substantially comply with all the Commitments,as defined in Section 1 of this Agreement,and the
Applicant's failure to substantially comply with the Commitments was not due to factors beyond its
reasonable control, as described in Section 4 below.
4. Factors Beyond Control. As used in this Agreement, factors beyond the control of the
Applicant shall only include factors not reasonably foreseeable at the time of designation application
and submission of Statement of Benefits which are not caused by any act or omission of the Applicant,
and which materially and adversely affect the ability of the Applicant to substantially comply with this
Agreement.Applicant has the burden to communicate to the City any such factors in which it believes
is beyond its control and impacting its ability to fulfill the terms of this Agreement or any tax abatement
benefit provided to the City. The City reserves the right to investigate the factors cited by Applicant
under this Section 4 to the fullest extent possible and may deny Applicant's request upon the
completion of the City's investigation.
5. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the
Applicant shall: (a) be delinquent or in default with respect to any tax payment in St. Joseph County,
Indiana; or(b)cease operations at the facility for which the tax abatement was granted;or(c)announce
the cessation of operations at such facility, then the City may immediately terminate the Economic
Revitalization Area designation and associated tax abatement deductions, and upon such termination,
require Applicant to repay all of the tax abatement savings received through the date of such
termination.
6. Notice/Hearing of Termination. In the event that the City determines that the Economic
Revitalization Area designation and associated tax abatement deductions should be terminated or that
all or a portion of the tax abatement savings should be repaid,it will give the Applicant notice of such
determination,including a written statement calculating the amount due from the Applicant, and will
provide the Applicant with an opportunity to meet with the City's designated representatives to show
cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall
state the names of the person with whom the Applicant may meet and will provide that the Applicant
shall have thirty (30) days from the date of such notice to arrange such meeting and to provide its
evidence concerning why the abatement termination and/or tax savings repayment should not occur.
If,after giving such notice and receiving such evidence,if any,the City determines that the abatement
termination and/or the tax repayment action is proper, the Applicant shall be provided with written
notice and a hearing before the SBCC before any final action shall be taken terminating the abatement
and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination
to a St. Joseph County Superior or Circuit Court.
7. Repayment. In the event the City requires repayment of the tax abatement savings as provided
hereunder, it shall provide Applicant with a written statement calculating the amount due (the
"Statement"), and Applicant shall make such repayment to the City within one hundred twenty(120)
days of the date of the Statement. If the Applicant does not make timely repayment,the City shall be
entitled to all reasonable costs and attorneys' fees incurred in the enforcement of this Agreement and
the collection of the tax abatement savings required to be repaid hereunder.
2
8. Voidance of Previous Agreement. This Agreement supersedes the Memorandum of
Agreement dated March 10,2022,as agreed to by the Applicant and the City.
9. Modification/Entire Agreement. This Agreement and the schedules attached hereto as Exhibit
A contain the entire understanding between the City and the Applicant with respect to the subject
matter hereof, and supersede all prior and contemporaneous agreements and understandings,
inducements, and conditions, expressed or implied, oral, or written, except as herein contained. This
Agreement may not be modified or amended other than by an agreement in writing signed by the City
and the Applicant. The Applicant understands that any and all filings required to be made or actions
required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant.
10. Waivers. Neither the failure nor any delay on the part of the City 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 other right,remedy,power,or privilege with respect to any occurrence or be construed
as a waiver of 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.
11. Governing Laws of Indiana. This Agreement and all questions relating to its validity,
interpretation,performance,and enforcement shall be governed by the laws and decisions of the courts
of the State of Indiana.
12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the
jurisdiction of the Courts of the State of Indiana and of the St.Joseph County Circuit or Superior Court
in connection with any action or proceeding arising out of or relating to this Agreement or any
documents or instrument delivered with respect to any of the obligations hereunder, and any action
related to this Agreement shall be brought in such County and in such Court.
13. Notices.All notices,requests,demands,and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been received when delivered by hand
or by facsimile(with confirmation by registered or certified mail)or on the third business day following
the mailing,by registered or certified mail,postage prepaid,return receipt requested,thereof,addressed
as set forth below:
If to Applicant: Greenleaf Holdco, LLC
3820 W Calvert St,
South Bend,IN 46613
Attn: Joe McGuire,CEO
3
If to the City: (City of South Bend,Indiana
227 W. Jefferson Boulevard, Suite 1400S
South Bend, Indiana 46601
Attn: Executive Director of Community
Investment
14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the
benefit of the City and the Applicant and their successors and assigns, except that no party may assign
or transfer its rights or obligations under this Agreement without the prior written consent of the other
party hereto, in which consent shall not be unreasonably withheld.
15. Valid and Binding Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon,and all of which shall together constitute one and the same instrument. By executing
this Agreement, each person so executing affirms that he has been duly authorized to execute this
Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation
of the party.
16. Severability. The provisions of this Agreement and of each section or other subdivision herein
are independent of and separable from each other,and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or
unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby.
17. No Personal Liability. No official, director, officer, employee, or agent of the City shall be
charged personally by the Applicant, its employees, or its agents with any liabilities or expenses of
defense or be held personally liable to the Applicant under any term or provision of this Agreement or
because of the execution by such party of this Agreement or because of any default by such party
hereunder.
[Remainder of page intentionally blank.]
4
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first
above written.
"Applicant" "City"
Greenleaf Holdco LLC City of South Bend,Indiana
By: \•. l 1 By:Niqk
-- —�'— -- —
Jo- McGuire Canneth Lee
ief Executive Officer President, South Bend Common Council
By:/r774/"°°'°'°2-•''"-----------
Approved as to Legal Adequacy and Form this
Troy Warner
/
day of 2025. Chairperson,Community Investment
Committee
Counsel, South Bend Common Council/P*7 /1 By:
Erik Glavich
Department of Community Investment
Counsel for Applicant
By: .A11
J es Mueller
ayor
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EXHIBIT A
Abatement Schedule
Subject to the adoption by the SBCC of a resolution reconfirming the adoption of Declaratory
Resolution No.No.4944-22,the property owner is qualified for and is granted a personal property
tax abatement for a period of five(5) years as shown by the schedule outlined below.
Year I - 100%
Year 2 - 100%
Year 3 - 100%
Year 4 - 100%
Year 5 - 100%
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