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HomeMy WebLinkAboutRedevelopment Commission Agenda & Packet 02.13.25 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, February 13, 2025 – 9:30 a.m. BPW Conference Room 13th Floor or https://tinyurl.com/RDC-2025-2T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of January 23, 2025 3. Approval of Claims A. Claims Allowance January 21, 2025 B. Claims Allowance January 28, 2025 4. Old Business A. None 5. New Business A. Redevelopment General Fund (a.k.a. Pokagon Fund) 1. Budget Request (NNN) B. River East Development Area 1. Budget Request (Mishawaka Streetscape Design) 2. Budget Request (Potawatomi Park, Phase I) C. West Washington Development Area 1. Budget Request (MLK Dream Center Financial Empowerment Center) D. River West Development Area 1. Purchase Agreement (State Theater) 2. Development Agreement (Grand Leader) 3. Budget Request (Riverfront West Engineering Services) 6. Progress Reports A. Tax Abatement B. Common Council C. Other (Election of Secretary) 7. Next Commission Meeting Thursday, February 27, 2025, 9:30 a.m. BPW Conference Room 13th Floor CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES January 23, 2025, at 9:30 a.m. Council Chambers 4th Floor or https://tinyurl.com/RDC-2025-4T The South Bend Redevelopment Commission was called to order at 9:32 a.m. President Troy Warner presiding. 1. ROLL CALL Members Present: Troy Warner, President David Relos, Vice President Vivian Sallie, Secretary Eli Wax, Commissioner Gillian Shaw, Commissioner Leslie Wesley, Member At-Large Legal Staff: Danielle Campbell Weiss, Asst. City Attorney Redevelopment Staff: Erik Glavich, Director of Growth and Opportunity, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI Laura Hensley, Board Secretary, DCI Others Present: Greg Swiercz, South Bend Tribune Matt Barrett, 110 S. Niles Ave. Tina Patton, 707 Sherman Ave. Carlos Leyva, SBCSC Board Member Pastor David & Dr. LaRissa Buggs 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, January 9, 2025 CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – January 23, 2025 2 Upon a motion by Vivian Sallie for approval, second by Eli Wax, the motion carried unanimously; the Commission approved the minutes of the regular meeting of January 9, 2025. 3. Approval of Claims A. Claims Allowances January 7, 2025 Upon a motion by David Relos, second by Vivian Sallie for approval, the motion carried unanimously; the Commission approved the claims allowances of January 7, 2025. 4. Old Business A. None 5. New Business A. River West Development Area 1. Option to Purchase Agreement (4124 Old Cleveland Rd.) Joseph Molnar, Assistant Director of Growth and Opportunity, presented this Option to Purchase Agreement for 4124 Old Cleveland Rd. and shared a map of the location next to the proposed property for the New Day Intake Center. The current owners have signed the agreement, subject to them finding a new home. An initial payment of $25,000 to the owners of the property for the right of that exclusive option that would last five years. The Commission could only move forward with the purchase of the building and exercise that option if building permits are pulled for the New Day Intake Center or a similar type of facility. After that, they would have six months to close and to vacate the building. The average of the two appraisals that were received for the property is $374,000 and that is part of the agreement. Mr. Molnar stated that the house on the property is in good condition, and it could be incorporated into the new development. Commissioner Wax asked if the New Day Intake Center has interest in the property. Mr. Molnar stated that it could be a part of the overall campus and wanted to make sure the option is approved ahead of time as well as the County may have interest in combining the parcels. Commissioner Wax asked how the $375,000 investment would benefit the project and Mr. Molnar stated that the homeowners didn’t know about the Intake Center when they purchased the property, and this option would benefit the immediate neighborhood and there is value in the site for the City. Vice President Relos asked if this was the only neighboring property and Mr. Molnar explained that there is one more residential CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – January 23, 2025 3 property to the West, an industrial property to the East, and another possible residential/business to the East. Commissioner Wax asked about the County-owned property and if they could give us access/easement and Mr. Molnar stated that would be a good upcoming conversation. Commissioner Shaw asked if this sets a precedent of selling your property to the City if you’re disappointed with what’s happening in the nearby community. Mr. Molnar explained that this is a very unique situation where the RDC purchased property for a specific type of development and there may be challenges with the use but will ultimately be value added. Commissioner Wesley asked if others asked the City to purchase their property in fairness, would the City consider the request. Mr. Molnar explained that staff are willing to discuss any possible purchases, however, this is a unique situation, and it was on the acquisition list. Commissioner Wax explained he would oppose the purchase at this time. The motion was made by David Relos to approve the Option to Purchase Agreement, second by Vivian Sallie. On the motion: • Troy Warner, President: YEA • David Relos, Vice President: YEA • Vivian Sallie, Secretary: YEA • Eli Wax, Commissioner: NO • Gillian Shaw, Commissioner: YEA The motion carried; the Commission approved the Option to Purchase Agreement as presented on January 23, 2025 B. South Side Development Area 1. Development Agreement (The Nexus Center) Erik Glavich, Director of Growth and Opportunity, presented this Development Agreement at 3607 S. Main Street owned by Pastor David & Dr. LaRissa Buggs for $300,000 for the installation of a new elevator. The agreement is with both the Nexus Center LLC and Cultivating Life Clinic. RDC support would be $300,000 and private investment would be $745,000 with a completion date of December 31, 2026. Both development agreements combined would be RDC support of $825,000 with private investment commitment of $2,345,000. Pastor David Buggs thanked the Commission for all they have done. He explained that this facility impacted lives in a most positive way and CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – January 23, 2025 4 would like to complete the facility to best serve the community. Dr. LaRissa Buggs stated that there is a need for mental health care and as an African American clinician, she hopes to delivery that care with accessing all areas of the facility. She explained that the accessibility ramp from Phase I has been tremendous by making the rear of the building accessible to all where the clinic entrance is located. The request for the elevator would create access to the educational offerings or life skills training areas. Pastor Buggs stated that the newly renovated areas are beautiful however, not everyone can get to them to utilize their full potential. Commissioner Sallie stated that she had toured the facility and was impressed with what had been accomplished. She has also talked with Oaklawn Center, and they have expressed that it’s been helpful to have an additional facility. Commissioner Wesley also spoke in favor of the development on the South Side of South Bend. Tina Patton expressed enthusiasm with the project and hopes that this facility will help the community overcome the stigma about mental health assistants. Councilman Canneth Lee also spoke in favor of the agreement and stated that this could be a great beacon of hope for our community. Commissioner Wax asked about the non-profit aspect verses the for- profit side of the business and how many people utilize the services with the increased changes before the Commission. Pastor David Buggs explained that there is an event space in the building, and they can charge for the use of the space. Mr. Buggs stated that there will also be a state-of-the-art commercial kitchen available for individuals to use soon and provide excellence for the community. Dr. Buggs explained that between St. Joseph and Elkhart counties there are approximately 115 people using their services and about 70 people she has regular contact with. She also explained that by having the elevator, they partner with Nurse Family Partnership and have a difficult time getting necessary supplies to the second floor. Dr. Buggs stated that the potential could be significant. Upon a motion by Vivian Sallie for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved the Development Agreement as presented on January 23, 2025. 6. Progress Reports A. Tax Abatement Erik Glavich, Director of Growth and Opportunity, presented that at the Common Council meeting coming up this Monday, DCI will be presenting CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – January 23, 2025 5 to Council a vacant building tax abatement for the Studebaker Administrative Building. The vacant building tax abatement would essentially provide two years of tax relief that can then be directed into the project of stabilizing and saving that building. Mr. Glavich explained that DCI will also present to the Common Council a real property tax abatement and a personal property tax abatement for a South Bend manufacturer called GTA Containers. He stated they are working through GLC, and they will be expanding their operations and investing approximately $11 million in expanding operations on the West Side near Linden Ave. and Sheridan Ave. Joseph Molnar, Assistant Director of Growth and Opportunity, presented an update on the Drewry’s Brewery demolition site. Mr. Molnar shared photos of the site and the progress since 2022. There have been thousands of tons of rubble removed and after the EPA $1.7 million cleanup in December of 2023, all asbestos was removed (14,000 tons of debris). He showed before and after photos and today there is only the smokestack remaining so that it might be incorporated into the new plan. RDC staff will be presenting at the Common Council meeting this Monday the rezoning of the property with a mix of residential options. Commissioner Wax asked if the EPA has signed off for residential use. Mr. Molnar stated that yes, it has been approved for multifamily use, however, there is a restrictive covenant on single family homes that we're going through the process of getting that soil removed and that should happen this year. Commissioner Wax appreciates the efforts of staff on this project and requested a progress report on the YMCA demolition project as well. B. Other President Warner expressed his thanks to Commission Leslie Wesley for her service to this Commission. Ms. Wesley stated that she enjoyed serving and will continue to support the Commission and introduced her replacement, Mr. Carlos Leyva, the South Bend School Corporation Board member. Ms. Wesley stated that she is grateful to have this opportunity and has learned a great deal and encouraged others to get involved. 7. Next Commission Meeting Thursday, February 13, 2025, 9:30 a.m. in the BPW Conference Room 13th Floor 8. Adjournment Thursday, January 23, 2025, 10:22 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, January 21, 2025 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0098289 $374,113.09 GBLN-0098519 $2,169,160.43 GBLN-0098701 $339,082.25 Total:$2,882,355.77 _______________________________ 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: d claims and City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, January 28, 2025 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0099165 $86,186.78 GBLN-0000000 $0.00 GBLN-0000000 $0.00 Total:$86,186.78 _______________________________ 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: ance Attest: _______________________________ Name: d claims and V-00001368 V-00001368 Payment method: Voucher: Payment date: Vendor# V-00001712 R YODER CONSTRUCTIO N INC R YODER CONSTRUCTIO N INC ACH-Total RDCP-00035219 1/28/2025 Name UBER TECHNOLOGIES INC APP #14 APP #14 Invoice# 3E30C4 Fire Station 8 Construction 1/25/2025 CO #1A - Fire Station 8 Design 1/25/2025 Line description Due date Commuters Trust Uber agreement 2024 1/31/2025 430-10-102-121-443001-- $32,005.31 PROJ00000355 430-10-102-121-443001-- $7,448.00 PROJ00000355 Invoice amount Financial dimensions $2,863.47 433-10-102-123-439300-­ PROJ00000383 PO-0026318 PO-0026318 Purchase order PO-0030939 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 2/11/2025 FROM: Sarah Schaefer, Deputy Director, Community Investment SUBJECT: Budget request for infill housing development 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: Budget request of $65,000 from Redevelopment Commission General Fund (Pokagon Fund) to allow the Near Northwest Neighborhood Inc. (NNN) to complete an affordable, urban infill housing project. SPECIFICS: This budget request would provide $65,000 to the NNN for the construction of a single-family home on 748 Harrison St. that will be sold to a household earning at or below 80 percent of Area Median Income. The total cost to build the home is $426,100. The single-family home is part of a larger project that includes a duplex and accessory dwelling unit, for a total of 4 units, at a total cost of $1,147,175. The project was awarded $500,000 in funding from the Urban Enterprise Association (UEA) through the Sherman-Harrison Development Request for Proposals. The goal of the RFP is to support the City’s urban neighborhoods by introducing new housing, improving quality of life, and promoting market potential to a broader audience. Following RFP award, construction costs for the 4 units came in higher than anticipated, necessitating additional subsidy to close the financing gap and make the project feasible. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Redevelopment Commission Agenda Item DATE: 2/13/2025 FROM: Leslie Biek, PE, Assistant City Engineer SUBJECT: 121-072 Mishawaka Streetscape Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Request additional funding of $500,000 for Construction of Mishawaka Streetscape project from Longfellow/Byers to Emerson. SPECIFICS: The construction of Mishawaka Ave Streetscape includes the following components: •Lane reduction to 2 lanes with a turn lane •Separated bike path on the south side •Water main replacement •Storm sewer installation •Streetscape elements such as lighting, benches, bike hitches, street trees _________________________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 : February 13, 2025 FROM: Tim Corcoran SUBJECT: Greenlawn and Wall Street Improvements 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: The purpose of this request is twofold. The primary purpose is to add pedestrian safety elements, traffic calming and additional parking on both Green Lawn Avenue and Wall Street to accommodate the increasing popularity of Potawatomi Park and Zoo. Secondly, the demolition of the pool is included in this request. SPECIFICS: The current construction estimate for Greenlawn and Wall Street is $4,048,155 which includes a contingency. The pool demo estimate is $379,210. Both combined are an estimated are $4,427,365. We are asking for $4,500,000 from the River East TIF to cover the costs of both projects. _________________________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 : 2/11/2025 FROM: Sarah Schaefer, Deputy Director, Community Investment SUBJECT: Budget request for South Bend Financial Empowerment Center office 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: Budget request of $40,000 from West Washington Development Area to fund the Financial Empowerment Center office at the MLK Dream Center. SPECIFICS: This budget request is for $40,000 to build-out the space for the South Bend Financial Empowerment Center (SBFEC) at the new MLK Dream Center, including infrastructure and office furniture. The office will have desks for three employees and a private room for FEC counseling sessions. The FEC is expected to open in April 2025 at the MLK Dream Center and expects to hold approximately 960 counseling sessions in its first year. Counseling sessions are free and available to any South Bend resident. SBFEC counselors will help individuals manage their finances, pay down debt, increase savings, establish and build credit, and access safe and affordable mainstream banking products. _________________________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 : 2/10/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Purchase Agreement – State Theatre 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 $800,000 purchase of the State Theatre located at 212 & 216 S Michigan St SPECIFICS: The Department of Community Investment requests approval of the purchase agreement of the former State Theatre located at 212 & 216 Michigan St for the purchase price of $800,000 which is under the average value of two appraisals. The State Theatre was originally erected in 1917, and the current building is approximately 16,995 SF. The building is currently owned by a financing organization which acquired the building due to the former owner of the building defaulting on the mortgage. Staff proposes the acquisition of this property to allow for the redevelopment of a significant historic structure in downtown South Bend. Staff believe there is the potential for a higher and better use of the site than currently utilized. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (“Agreement”) is made by and between _______________, with an address _________ (“Seller”) and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, with an address of 227 W. Jefferson Boulevard, Suite 1400 S, South Bend, Indiana 46601 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A. Buyer exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, cited as Indiana Code 36-7-14 (the “Act”). B. In furtherance of its purposes under the Act, Buyer desires to purchase from Seller certain real property located at 212 S MICHIGAN ST and 216 S MICHIGAN ST in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit A (the “Property”). C. The Property is situated in the River West Development Area and is set forth on the acquisition list related thereto, pursuant to Buyer’s Resolution No. 215 D. Seller desires to sell the Property to the Buyer in accordance with Section 36-7-14-19 of the Act and this Agreement. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Seller, constitutes Seller’s offer to sell the Property and once signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement. A copy signed by Buyer shall be delivered to the Seller, in care of the following representative (“Seller’s Representative”): ______________ ______________ ______________ Seller shall return a signed copy of this Agreement to the following representative (“Buyer’s Representative”): Executive Director of Community Investment City of South Bend 1400S County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 AMF Holdings, LLC Keith C. Crandall 230 W Towne Ridge Pkwy STE 520 Sandy, UT 84070 2 With a 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 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 by Buyer and Seller (the “Contract Date”). 2. PURCHASE PRICE A. Purchase Price. The purchase price for the Property shall be Eight Hundred Thousand Dollars ($800,000.00) (the “Purchase Price”), payable by Buyer to Seller as described in Section 7 (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 Twenty Four Thousand Dollars ($24,000.00), 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. 3. BUYER’S DUE DILIGENCE A. Investigation. Seller acknowledges that Buyer’s determination to purchase the Property requires a process of investigation (Buyer’s “Due Diligence”) into various matters. 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. Authorizations During Due Diligence Period. Seller authorizes Buyer, as of the Contract Date and continuing until the end of the Due Diligence Period (as defined below), to: (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, however, that Buyer may not take any action upon the Property which reduces the value thereof without Seller’s express written consent, which shall not be unreasonably delayed or 3 withheld; and further provided that if Closing does not occur, Buyer shall promptly restore the Property to its condition prior to entry; 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 forward necessary, reasonable forms created by the governmental agency to and request from Seller such consent or signature, which Seller shall not unreasonably withhold after being reimbursed for Seller’s expenses. C. Due Diligence Period. Buyer shall have a period of forty-five (45) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the “Due Diligence Period”). Upon written notice, the Parties may proceed to Closing prior to the expiration of the Due Diligence period described in this Section. D. 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 and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 4. PRESERVATION OF TITLE AND CONDITION A. After the date Seller receives a copy of this Agreement as described in Section 1, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any new interests, liens, restrictions, easements, covenants, reservations or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). B. Seller hereby covenants that Seller will not alter the condition of the Property at any time after the date Seller receives a copy of this Agreement as described in Section 1. Further, Seller will not release or cause to be released any hazardous substances on or near the Property and will not otherwise collect or store hazardous substances or other materials, goods, refuse or debris at the Property. 5. TITLE COMMITMENT AND SURVEY 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. Buyer, at its option, may obtain a survey of the Property, at its sole expense. The Property shall be conveyed to Buyer free of all encumbrances, including but not limited to mortgages, judgments, and taxes, unless otherwise waived in writing by Buyer. The Title Commitment will be 4 issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”). The Title Commitment shall: (1) Agree to insure good, marketable and indefeasible fee simple title to the Property in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed from the Seller to the Buyer. (2) Provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject only to any encumbrances waived by Buyer. Regardless of whether this transaction closes, Buyer shall be responsible for the title search charges, the cost of the Title Commitment and owner’s policy. Within thirty (30) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within thirty (30) 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. 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. 6. SELLERS’ REPRESENTATIONS AND WARRANTIES The undersigned Seller represents and warrants to Buyer that Seller owns fee simple title to the Property and has not granted any option or right of first refusal to any person or entity to acquire the Property or any interest therein. The undersigned Seller further represents and warrants it is fully empowered to sell the Property to Buyer under the terms and conditions stated in this Agreement, and that it has disclosed to Buyer any notifications from any local, state, or federal authority regarding environmental matters pertaining to the Property. Seller shall provide Buyer a copy of all known environmental inspection reports, 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. 7. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the transfer of title contemplated by this Agreement (the “Closing”) shall be held at the office of the Title Company on a mutually agreeable date not later than twenty (20) days after the end of the Due Diligence Period. B. Closing Procedure. 5 (1) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of a special warranty deed, substantially in the form attached hereto as Exhibit B, conveying the Property to the Buyer, free and clear of all liens, encumbrances, judgments, title defects and exceptions, except those expressly waived by Buyer, and the Title Company’s delivery of the Title Commitment to Buyer in accordance with Section 5 above. (2) The possession of the Property shall be delivered to the Buyer at Closing, in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement. D. Personal Property. Any personal property remaining at the Property after Closing will be deemed to be abandoned by the Seller, and Buyer, in its sole discretion, may choose to exercise possession of and control over any such personal property. E. Seller’s Due Diligence. Seller acknowledges that Seller has conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Seller may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement. 8. ACCEPTANCE OF PROPERTY “AS-IS” Except as otherwise set forth herein, 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 shall be construed to constitute such a representation or warranty as to condition or fitness. 9. TAXES Seller shall be responsible for all taxes related to the Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. Buyer, or Buyer’s successors and assigns, shall be liable for all real property taxes accruing against the Property after the Closing Date, if any. 10. COMMISSIONS The Parties acknowledge that neither Buyer nor Seller are represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold one another harmless from any claim for commissions in connection with the transaction contemplated in this Agreement. 11. INTERPRETATION; APPLICABLE LAW; JURISDICTION 6 Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 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. 12. 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, or to Buyer in care of Buyer’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) at the respective addresses stated in Section 1 above. Either Party may, by written notice, modify the address for future notices to such Party. 13. 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. 7 14. 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 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. 15. INDEMNITY The Parties agree to reimburse each other for 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 in default of this Agreement. In the event of legal action initiated by a third party as a result of a breach of this Agreement, the breaching party shall assume the defense of the non-breaching party, including all costs associated therewith. 16. 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. 17. 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. 18. 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. 8 19. TIME Time is of the essence of this Agreement. 20. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements between Seller and Buyer concerning the transaction contemplated in this Agreement, whether written or oral. 21. 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. Facsimile signatures will be regarded as original signatures. 22. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the Parties each represent and certify that they are the duly authorized representatives of the respective Parties and have been fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. Further, the undersigned representative of Seller represents and warrants that Seller is duly organized, validly existing, and in good standing under the laws of the State of Indiana. [Signature Page Follows] 9 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the _____ day of _____ 2025. BUYER: South Bend Redevelopment Commission By: __________________________ Troy Warner, President ATTEST: By: __________________________ Vivian G. Sallie, Secretary SELLER: __________________________ __________________________ Keith C. Crandall, Vice President, AMF Holdings, LLC 10 Feb EXHIBIT A Description of Property Commonly Known: 212 S MICHIGAN ST Parcel ID: 018-3003-0047 State ID: 71-08-12-158-003.000-026 Legal Description: S 1/2 Lot 57 & 20 Ft 8 3-4 1 Inches N Side Lot 56 O P South Bend Commonly Known: 216 S MICHIGAN ST Parcel ID: 018-3003-0048 State ID: 71-08-12-158-004.000-026 Legal Description: 45 Ft S Side Lot 56 O P South Bend EXHIBIT B Form of Special Warranty Deed 1 AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE ___________________ KEY NO. See Attachment SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that ____________________ (the “Grantor”) CONVEYS AND WARRANTS to the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate in St. Joseph County, Indiana (the “Property”): See Attached Exhibit A 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. Further, Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; and subject to all applicable building codes and zoning ordinances. The undersigned person executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered 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 2 GRANTOR: __________________________________ By: STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared ______________, known to me to be the _______________ of ____________ and acknowledged the execution of the foregoing Special Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2025. 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 do cument, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601. 3 EXHIBIT A Description of Property Commonly Known: 212 S MICHIGAN ST Parcel ID: 018-3003-0047 State ID: 71-08-12-158-003.000-026 Legal Description: S 1/2 Lot 57 & 20 Ft 8 3-4 1 Inches N Side Lot 56 O P South Bend Commonly Known: 216 S MICHIGAN ST Parcel ID: 018-3003-0048 State ID: 71-08-12-158-004.000-026 Legal Description: 45 Ft S Side Lot 56 O P South Bend South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 2/10/25 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Development Agreement Grand Leader 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: Development Agreement for property located at 229 & 225 S. Michigan Street formerly Center City Building SPECIFICS: The Commission will consider a Development Agreement with Benjamin Miller, who with his wife Christina Miller, are in the process of purchasing the former Center City Building. The developer will be completing a multi-year rehabilitation project of the building including renovating the ground floor for new retail opportunities as well as renovation of the top two (2) floors for a hotel. The project plan also envisions restoring the historic 1920s façade of the building. This Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission will not exceed $900,000 (2) the Developers will take possession of the building no later than July 31, 2025, and (3) the Private Investment by the Developers will be no less than $5.1 million. The Developer agrees to complete the project by the end of 2028. The Funding Amount will be used to replace the roof, restoration of historic façade including new windows, and reconnecting utilities. The reactivation of this long vacant building will restore a historic structure while also bringing vitality and increased commercial activity to downtown South Bend. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of February 13, 2025 (the “Effective Date”), by and between the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and Benjamin Miller and Christina Miller, individuals, with offices at 231 S MICHIGAN ST, South Bend, Indiana 46601 (collectively, the “Developers”) (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, Developers are in the process of acquiring certain real property described in Exhibit A, and have entered into a purchase agreement (“Purchase Agreement”) attached hereto as Exhibit B, to acquire said property, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto; and WHEREAS, the Developers currently have private financing and desire 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 C; and WHEREAS, the Developer Property is located within the corporate boundaries of the City within the River West Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the Developer Property is considered a local historic structure, and its activation will contribute to the commercial activity and ongoing revitalization of the downtown area; 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 D (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: 2 SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 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 Nine Hundred Thousand Dollars ($900,000.00) 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 Five Million One Hundred Thousand Dollars ($5,100,000.00) to be expended by the Developers 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. 3 SECTION 3. ACCESS. 3.1 Grant of Easement. Upon execution of this Agreement, the Developers will grant to the Commission a temporary, non-exclusive easement on, in, over, under and across any part(s) of the property described in Exhibit A in the form attached hereto as Exhibit F to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The grants of easement described in this section shall (i) inure to the benefit of the Commission 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; (ii) shall bind the Developers and their grantees, successors, and assigns; and (iii) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPERS’ 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 Developers’ commitment to perform and abide by the covenants and obligations of the Developers contained in this Agreement and the Purchase Agreement. 4.2 Timeframe for Acquisition of Property. The Developers, individually or jointly, will assume ownership of the property described in Exhibit B no later than July 31, 2025. Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to assume ownership of the property described in Exhibit B by July 31, 2025 will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure, which will relieve the Commission of any obligations under this Agreement to complete the Local Public Improvements and expend the Funding Amount contemplated herein. 4.3 The Project. (a) The Developers will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit C and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.8 (“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 Developers will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit C and the plans and specifications to be approved by the Commission pursuant to Section 4.8 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.4 Cooperation. The Developers agree 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. 4.5 Obtain Necessary Easements. The Developers agree to obtain any and all easements from any governmental entity and/or any other third parties that the Developers or the Commission deems necessary or advisable in order to complete the Local Public Improvement s, 4 and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.6 Timeframe for Completion. The Developers hereby agree to complete the Project as set forth in the Project Plan and any other obligations the Developers may have under this Agreement by December 31, 2028 (the “Mandatory Project Completion Date”). The Developers further agrees the total Project will be completed in accordance with the Project Plan attached hereto as Exhibit C. Notwithstanding any provision of this Agreement to the contrary, the Developers’ failure to complete the Project or any other obligations the Developers 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. 4.7 Reporting Obligations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developers 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 Developers shall submit to the Commission a report, in the format set forth as Exhibit F, demonstrating the Developers’ 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. 4.8 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 Developers 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. 4.9 Costs and Expenses of Construction of Project. The Developers hereby agree 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. 4.10 Specifications for Local Public Improvements. The Developers will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developers 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 5 Commission will be deducted from the Funding Amount. The Developers 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. 4.11 Non-Interference. Developers hereby agree to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.12 Insurance. The Developers shall purchase and maintain comprehensive insurance coverage as is appropriate for the work being performed with respect to the Project. The Developers 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 Developers shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit G 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). 4.13 Information. The Developers agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developers’ 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 D attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developers, as may be modified due to unforeseen circumstances and delays. In the event that the Purchase Agreement is terminated, or the transfer of property contemplated therein otherwise does not occur, this Development Agreement shall become null and void, and the Commission shall have no obligation to complete or cause to be completed the Local Public Improvements or expend the Funding Amount. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.9 (“Specifications for Local Public Improvements”) of this Agreement. 6 (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, Developers, 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 Developers choose 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 Developers’ 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 Developers. 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, Developers 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 Developers’ attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) 7 days after the notice described in this Section 7.1, then no default shall exist and the noticing Party shall take no further action. 7.2 Reimbursement Obligation. In the event that the Developers fail (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then the Commission shall be entitled to recover from Developers, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual damages to the Commission, the City, and its citizens in the event of a default by Developer s 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 Developers fail to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the 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 Developers has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developers 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 Developers and agree that nothing contained herein or in any document executed 8 in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developers. 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 Developers, 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 Developers, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developers or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developers agree 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 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 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, Developers shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developers, for themselves and their successors and assigns, agree that during the construction of the Project: (a) The Developers will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developers agree to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developers will state, in all solicitations or advertisements for employees placed by or on behalf of the Developers, 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. Developers: Benjamin Miller 231 S MICHIGAN ST South Bend, Indiana 46601 Christina Miller 231 S MICHIGAN ST South Bend, Indiana 46601 10 With a copy to:______________________________ ______________________________ ______________________________ Attn:_________________________ 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 Developers’ rights under this Agreement shall be personal to the Developers and shall not run with the land. Upon providing the Commission with advance written notice, the Developers may assign their rights and obligations under this Agreement to an entity wholly owned by Benjamin Miller and/or Christina Miller; however, the Developers may not assign their rights or obligations under this Agreement to any other 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 Developers seek the Commission’s consent to any such assignment, the Developers 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). 11 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 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: ______________________________ _______________________, Secretary DEVELOPERS: ______________________________ Benjamin Miller _______________________________ Christina Miller 13 EXHIBIT A Description of Developer Property Tax ID No. 018-3007-0248 Parcel Key No. 71-08-12-157-010.000-026 Legal Description: 24'S SIDE LOT 287 O P SO BEND Commonly known as: 229 S Michigan St. Tax ID No. 018-3007-0247 Parcel Key No. 71-08-12-157-009.000-026 Legal Description: 42' North Side Except 5 3/8 North Side Lot 287 Op South Bend Commonly known as: 225 S. Michigan St. 14 EXHIBIT B PURCHASE AGREEMENT 15 EXHIBIT C Project Plan The Developers 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 Developers will complete the rehabilitation of the property known as City Center Plaza, including, but not restricted, to: • Rehabilitation of ground floor for commercial use; and • Rehabilitation of the second and third floors as a hotel or office space. The Developers will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with any and all necessary approvals and procedures required South Bend Municipal Code, as well as all other applicable laws and regulations. The structures will be considered complete upon the issuance of Certificates of Occupancy for all three floors. 16 EXHIBIT D 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: • Reconstruction of the roof; • Installation of windows; • Reconnecting of utilities; and • Rehabilitation and reconstruction of the historic masonry, including tuck pointing. It is understood between the Parties the Commission shall not have any obligation to undertake any of the Local Public Improvements until the Developers assume ownership of the Developer Property. It is further understood by the Parties that once ownership is assumed by the Developers, 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 Developers shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds the Funding 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 Developers. 17 EXHIBIT E Form of Easement 18 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _______ day of ______________, 2025 (the “Effective Date”), by and between Benjamin Miller and Christina Miller, with offices at 231 S. Michigan, South Bend, Indiana 46601 (the “Grantors”), 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 Grantors hereby acknowledge, Grantors hereby grant, convey, and warrant 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 Grantors and Grantee, dated February 13, 2025 (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 Grantors, 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 Grantors, 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 Grantors and Grantee may agree to in writing. 19 IN WITNESS WHEREOF, Grantors have executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTORS: ___________________________________ Benjamin Miller Christina Miller STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Benjamin Miller and Christina Miller, to me known to be the Grantors 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. 20 EXHIBIT 1 Description of Property Tax ID No. 018-3007-0248 Parcel Key No. 71-08-12-157-010.000-026 Legal Description: 24'S SIDE LOT 287 O P SO BEND Commonly known as: 229 S Michigan St. Tax ID No. 018-3007-0247 Parcel Key No. 71-08-12-157-009.000-026 Legal Description: 42' North Side Except 5 3/8 North Side Lot 287 Op South Bend Commonly known as: 225 S. Michigan St. 21 EXHIBIT F Form of Report to Commission 22 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: ___________________ 23 EXHIBIT G Minimum Insurance Amounts A. Worker’s Compensation 1. State Statutory 2. Applicable Federal Statutory 3. Employer’s Liability $100,000.00 B. Comprehensive General Liability 1. Bodily Injury a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate Products and Completed Operation 2. Property Damage a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate C. Comprehensive Automobile Liability 1. Bodily Injury a. $500,000.00 Each Person b. $500,000.00 Each Accident 2. Property Damage a. $500,000.00 Each Occurrence South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : February 13, 2025 FROM: Charlotte Brach SUBJECT: Budget Request – Riverfront West Design 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: Budget request of $665,000 for design for the Riverfront West Infrastructure Improvements Project. SPECIFICS: This request will cover 10% design of the utilities and street network for the Riverfront West Urban Neighborhood Development, and full design and bid documents for the portion of the public infrastructure serving the JC Hart development. This will include utility coordination to manage the relocations of the many utilities through the area, design of new water, sanitary, and storm sewer mains, and streetscape design, including sidewalks, lighting, and landscaping. This will also include completing a primary plat for the Major Subdivision to establish the new right-of-way for the new street network, and the secondary plat for the JC Hart development. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION