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HomeMy WebLinkAbout5D2 Development Agreement (Grand Leader) - SignedTit g` South Bend lc' Redevelopment Commission k p7_' ! .k ~ 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE: 2/10/25 FROM: SUBJECT: Funding Source* Joseph Molnar, Assistant Director of Growth & Opportunity Development Agreement Grand Leader Building Pres/V-Pres ATTEST- Secretary Date: APPROVED ❑ Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Con�r , 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 REtl1EST: 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 facade 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 fa4ade 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. EXCELLENCE ACCOUNTABILITY INNOVATION INCLUSION EMPOWERMENT 1400S County -City Building 227 W Jefferson Bvld South Bend, Indiana 46601 p 574235.9371 wvw.southbendin.gov 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: 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 Inte retation. (a) The terms "herein," "hereto," "hereunder," and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b) Unless otherwise specified, references in this Agreement to (i) "Section" or "Article" shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) "Exhibit" shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (Ili) 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. IA 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 (ill) 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 Improvements, 3 and the obtaining of such easements is a condition precedent to the Commission's obligations under this Agreement. 4.6 Timeframe for Corn letion. 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, (Ili) 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 4 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 4.8 ("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 4.10 ("Specifications for Local Public Improvements") of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, 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 Parry 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 -parry 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) t� 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 Developers 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 Partnershi . 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 7 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. 9.4 Dispute Resolution; Waiver of JuKy 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 Em to merit O ortunit . 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 M 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 Na Third -Fatly 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). 10 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties' authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 11 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, rresident ATTEST: DEVELOPERS: Benjamin Miller / /I,,/, Z /' W" /" -hristi6 Miller 12 EXHIBIT A Description of Developer Property Tax ED 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 ED 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. 13 EXHIBIT B PURCHASE AGREEMENT 14 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. 15 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 4.10 ("Specifications for Local Public Improvements") or that require funding above the Funding Amount are the sole responsibility of the Developers. 16 EXHIBIT E Form of Easement 17 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. 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. SS: COUNTY OF GRANTORS: Benjamin Miller Christina Miller 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 Residing in My Commission Expires: County, Notary Public 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. Is/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. iLl 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. 20 EXHIBIT F Form of Report to Commission 21 City of South Bend Department of Community Investment Answer the below questions and return to the Department of Community Investment. Project Information Project Name: Address: Construction Completed to Date: Project Schedule Update: Itemized Accounting of Private Investment to Date: Number of Jobs Created: Name: Address Position: Email: Signature: 22 Date: 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 23