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Home My WebLink AboutRedevelopment Commission Agenda & Packet 01.23.25 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, January 23, 2025 – 9:30 a.m. Council Chambers 4th Floor or https://tinyurl.com/RDC-2025-4T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of January 9, 2025 3. Approval of Claims A. Claims Allowance 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.) B. South Side Development Area 1. Development Agreement (The Nexus Center) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, February 13, 2025, 9:30 a.m. in the BPW Conference Room 13th Floor South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, January 23, 2025 – 9:30 a.m. Council Chambers 4th Floor or https://tinyurl.com/RDC-2025-4T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of January 9, 2025 3. Approval of Claims A. Claims Allowance 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.) B. South Side Development Area 1. Development Agreement (The Nexus Center) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, February 13, 2025, 9:30 a.m. in the BPW Conference Room 13th Floor CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES January 9, 2025, at 9:30 a.m. BPW Conference Room, 13th Floor, County-City Building https://tinyurl.com/RDC-2025-2T 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 Eli Wax, Commissioner Gillian Shaw, Commissioner Leslie Wesley, Member At-Large Members Absent: Vivian Sallie, Secretary Legal Staff: Sandra Kennedy, Corporation Council - Virtual Danielle Campbell Weiss, Asst. City Attorney Redevelopment Staff: Caleb Bauer, Exec. Director, DCI Sarah Schaefer, Deputy Director, DCI Erik Glavich, Director of Growth and Opportunity, DCI Rosa Tomas, Director of Finance - Virtual Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager - Virtual Michael Divita, Principal Planner - Virtual Laura Hensley, Board Secretary, DCI Others Present: Ophelia Gooden-Rodgers, Councilwoman Greg Swiercz, SB Tribune Chandler Sturgis, J.C. Hart Company, Inc. Randy, Rompola, Barnes & Thornburg LLP CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 2 Matt Eckerle, Baker Tilly - Virtual Matt Barrett, 110 S. Niles Ave. Tina Patton, Cross Community Mark Peterson, WSBT News 2. 2025 Election of Officers A. Approval of 2025 Redevelopment Commission Board Upon a motion by Eli Wax for approval, second by Gillian Shaw, the motion carried unanimously; the Commission approved the Officers of the 2025 Redevelopment Commission. 3. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, December 12, 2024 Upon a motion by David Relos for approval, second by Eli Wax, the motion carried unanimously; the Commission approved the minutes of the regular meeting of December 12, 2024. 4. Approval of Claims A. Claims Allowances December 10, 2024 Commissioner Wax asked about the progress of Drewry’s site and Joseph Molnar, Assistant Director of Growth and Opportunity, stated that Phase II is wrapping up and Phase III will commence this summer. Commissioner Wax also asked about the progress on the YMCA demolition project and Mr. Molnar stated that 2/3 of the building is down. President Warner also stated that it will be going to Council for rezoning at the end of the month. Upon a motion by David Relos for approval second by Eli Wax, the motion carried unanimously; the Commission approved the claims allowances of December 10, 2024. B. Claims Allowances December 31, 2024 Upon a motion by David Relos for approval second by Eli Wax, the motion carried unanimously; the Commission approved the claims allowances of December 31, 2024. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 3 5.Old Business A.None 6.New Business A.River West Development Area 1.Resolution No. 3626 Approving Development Agreement (J.C. Hart Company) Caleb Bauer, Executive Director of Community Investment, presented items 6A1 and 6A2 together. This Resolution approving the Development Agreement for J.C Hart Company, Inc., supporting the redevelopment project in the Riverwalk Allocation Area. Mr. Bauer stated that this is a project-based tax-exempt financing development agreement with developers J.C. Hart Company Inc. Mr. Bauer explained the agreement is for transformative residential housing for two (2) multi-family residential buildings (291 total apartments) and a 398-space parking garage. A minimum $61.5 million in private investment with City funds infrastructure (new street; utilities) through $5.64 million READI 2.0 award on the west bank of the St. Joseph river. He stated that the Crowe headquarters would remain, however, the southern building would be demolished. Mr. Bauer explained that the apartments would be market rate and gave a breakdown of the units (12 studio units, 156 one-bedroom units, 103 two-bedrooms units, and 20 three-bedroom units) with 398 parking spaces in the garage and 214 surface lot spaces. Mr. Bauer stated that private investment commitment is $61.5 million minimum, a developer-purchase bond issuance that generates an estimated $14.845 million in gross proceeds, with $11.925 million in net proceeds after funding bond issuance costs and capitalized interest. 90% of incremental revenue pledged to debt service and an estimated total principal and interest of $29.7 million over a 20-year term. An additional 6%incremental revenue up to $1.342 million (then reverts to 90%). Mr. Bauer explained the timeline for the project starting January-March 2025, Redevelopment Commission, Economic Development Commission & Common Council review, end of March, developer closes on project property, mid-year, close the bond, then infrastructure and developer construction begins, and completion of the project will be then end of 2028. Vice President Relos asked about the additional 6% increment captured and Mr. Bauer stated that the debt service commitments we're proposing today is a self-funded incentive and only using property tax revenues from the development itself to fund this bond issuance. Commissioner Shaw asked about the READI 2.0 award and how it impacts this project. Mr. Bauer explained that it CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 4 was for the overall Riverfront West area, and this includes this project, and we were awarded $5.6 million, and it is enough for the J.C. Hart project for the street network and utility relocation costs. Chandler Sturgis, with J.C. Hart Company, Inc., explained that there is TIF funding needed at the site with all of the utilities underground and the expense of rerouting them as well as the demolition of the existing building. Mr. Sturgis stated that the parking garage will also factor into the cost. President Warner recapped, we are capturing the increase in taxes that will come from the finalized development and using that then to pay the bond plus then there will be the excess left from that to go towards the parking garage and $1.3 million and then potentially the excess will go into the TIF. Mr. Bauer stated that separately the READI 2.0 award, from the Regional Development Authority, is matched by the increment in the project-based TIFF. Therefore, at this time we're not requesting any appropriation of the River West Development Area tax agreement financing revenues. Commissioner Wax asked how confident the READI 2.0 award will cover the majority of the project needs and Mr. Bauer stated he was confident it would cover the utility relocation. Commissioner Wax also asked about previous J.C. Hart projects and Mr. Sturgis gave the success of Midtown Flats in Carmel, Modan Square and the East Bank in Noblesville as examples. He explained that J. C. Hart has been in business since 1976 and manages over 6000 units in the greater Indianapolis area as well as in Bloomington, West Lafayette and Toledo, Ohio. Commissioner Shaw asked about the use of local contactors and Mr. Sturgis stated that they would act as general contractors and would make the best effort to use local contactors as that is more cost effective. Mr. Randy Rompola with Barnes & Thornburg stated that the Bond is a common financing tool that's used across the state. He stated that the mechanism of financing is a bit unique in the sense that the Redevelopment Commission or the Redevelopment Authority isn't the bond issuer, it's the City of South Bend using the economic development statute. He explained that the Redevelopment Commission pledges the increment from the project to the payment of the debt service. The Common Council will adopt a bond ordinance that will authorize the issuance of the bonds, and the bonds will be issued through the City. The Redevelopment Commission’s role is to first adopt the declaratory resolution designate this project specific allocation area and complete that process. And the second step would be coming later, having a Redevelopment Commission Resolution where you would actually pledge the project increment to pay the debt service on the bonds, and that pledge goes to the payment of the bonds that are being issued by the City. The bond proceeds, then will be sold and the bond proceeds, then will be by the City loan pursuant CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 5 to a loan agreement to the developer. The obligation is for the City to act as a conduit, essentially, the City is not at risk. Mr. Bauer explained that this plays into the broader strategy in the downtown area of adding housing units that will enhance again the viability of retail and restaurants and then bring more full-time employees back into the downtown area from large employers as well as providing housing for all income levels. Matt Barrett asked that residential property does not increase in value and does not affect TIF zones. Mr. Bauer clarified that single family residential only applies to this not apartments which are considered commercial property, but this project would be considered commercial property. Mr. Matt Eckerle, with Baker Tilly stated that apartment complexes are assessed at 2% tax cap rules. Tina Patton asked about how long until the complex should be fully occupied, and Mr. Sturgis stated that there are many variables however, roughly 42 months from the Summer of 2025. Ms. Julie Morgan via Teams chat asked if there would be handicapped accessible units planned and Mr. Sturgis stated per building codes there would be 4 ground units and possibly more with the elevator. Commissioner Relos asked about the progress of the survey and Mr. Bauer stated the survey is on-going. Upon a motion by Eli Wax for approval, seconded by David Relos, the motion carried unanimously; the Commission approved Resolution No. 3626 as presented on January 9, 2025. 2. Resolution No. 3627 Establishing New Allocation Area (J.C. Hart Company) Upon a motion by Eli Wax for approval, seconded by David Relos, the motion carried unanimously; the Commission approved Resolution No. 3627 as presented on January 9, 2025. 3. Bid Specifications for Disposition of Property (808 S. Lafayette Blvd.) Joseph Molnar, Assistant Director of Growth and Opportunity, presented together Items 6A3, 6A4 and 6A5. The Bid Specifications & Design Considerations, Notice of Intended Disposition, and Resolution No. 3625 to begin the Disposition process for the property at 808 S. Lafayette Blvd. have already been through the disposition process and are tabled. Upon a motion by Eli Wax to table Items 6A3, 6A4 and 6A5, seconded by Troy Warner, the motion carried unanimously; the Commission tabled Items 6A3, 6A4 and 6A5 on January 9, 2025. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 6 4. Notice of Intended Disposition of Property (808 S. Lafayette Blvd.) 5. Resolution No. 3625 for Disposition of Property (808 S. Lafayette Blvd.) 6. Approval of Request for Proposal (Main Street Housing) Joseph Molnar, Assistant Director of Growth and Opportunity, presented this Request for Proposals for a long-term lease of the land located adjacent to the Morris Performing Arts Center to enhance the phase III parking garage with 60–90-unit housing development. Mr. Molnar stated that the RFP sets the project requirements, submission requirements, evaluation criteria, process for evaluation and timeline and proposed two options for developers to use. In one option the parking garage would go on top of the apartments and the other option they are distinctly separated. He also shared the timeline. President Warner asked about height requirements and Mr. Molnar stated that the downtown zoning ordinance is a 12-story limit. Vice President Relos asked about the Hoffman parcel and Mr. Molnar stated the RDC took ownership of that last year in an option to purchase agreement. President Warner suggested an open house to publicize the RFP as well as the standard advising that is required. Commissioner Wax asked about who would operate the garage. Mr. Bauer explained that the intent of the goals of the Raclin Murphy Encore Center is to have a parking structure connected to the Morris and as the costs increased, we needed a better option to find a developer that could capture that increment similar to the Eddy Street Commons garage. Ophelia Gooden-Rodgers, Councilwoman shared reservations with the request. Leslie Wesley, Member At-Large, asked where the production trucks would access the Morris and Mr. Bauer showed the rendering with the larger garage opening that would accommodate large trucks for the loading dock. Ms. Wesley asked about affordable housing options in these most recent proposals. Mr. Bauer explained that the Madison Lifestyle District project is going to be rented between 80 and 120% of area medium income, which is at a workforce housing level versus the J.C. Hart project on the riverfront for higher income levels. He stated that affordable housing requires a combination of federal, state and local subsidy. We've had great success with the local low- income housing tax credit awards with affordable housing being developed east of Four Winds Field at Diamond View, the corner of Michigan and Monroe, the Monreaux, which is the Devereaux Peters’ project as part of the READI awards and part of the Lilly Endowment gift aid awards. The Rabbi Shulman block, and through the combined awards is about $18 million that's been awarded to that redevelopment project of affordable housing. He explained that the findings of the CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 7 Kinder Institute report are that there is need for housing supply at different income levels. Ms. Wesley asked if this information is accessible on the website. Commissioner Wax reiterated that the RDC is aggressively and trying to rebuild South Bend both on the business side, but especially on the housing side to prevent providing opportunities literally across the spectrum from very affordable to the middle all the way to the top. Upon a motion by Eli Wax for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved the Request for Proposal as presented on January 9, 2025. 7. Budget Request (Improvements to RDC Owned Properties) Joseph Molnar, Assistant Director of Growth and Opportunity, presented this Budget Request for $100,000 to provide funds for improvements at the Leighton Building, Union Station downtown, the Main/Wayne Parking Garage, and the Portage Elwood Shopping Center with active tenants. Councilwoman Gooden-Rodgers, asked about specifics regarding improvements. Mr. Molnar shared it’s for things like new fire suppression systems that we have are no longer sufficient or up-to-code, and other improvements to the properties. Upon a motion by David Relos for approval, seconded by Eli Wax, the motion carried unanimously; the Commission approved the Budget Request as presented on January 9, 2025. 8. Fund Appropriation (Affordable HomeMatters Lincoln Park) Sarah Schaefer, Deputy Director of Community Investment, presented this Fund Appropriation for $1.25 million for the second year of the EDC statute forgivable loan to Affordable HomeMatters to build new housing in Lincoln Park. The request is for 92 new construction, single family homes in Lincoln Park with an expected completion date of December 2029. Ms. Schaefer explained that the appropriation is for 2025 and we're not giving this to the organizations right away. They would have to still make the request to us for the funds, but as the funding and reimbursement agreement says, the Commission considers appropriations on an annual basis for this loan. They have to submit an annual allocation plan to us before we approve their draw, they explain what they're planning to do in the coming year with the funding and what they've done in the past year. The progress to date on the Lincoln Park project, is they've done pre-development for 10 of the 92 lots, poured 5 foundations, hosted a meet-and-greet with local contractors and help “homeownership 101 series” to build potential buyers. Commissioner Wax asked if City staff was happy with the CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 8 progress and Ms. Schaefer stated that we are on pace and there has been discussion regarding design however, they are easy to work with and we are engaging local partners such as the South Bend Heritage Foundation and Habitat for Humanity as well. Upon a motion by Eli Wax for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the Fund Appropriation as presented on January 9, 2025. B. South Side Development Area 1. 2025 Fund Appropriation (466 Works Loan) Sarah Schaefer, Deputy Director of Community Investment, presented this Fund Appropriation for $1,160,000 million for the second year of the EDC statute forgivable loan to 466 Works to build new housing on the South side. The request is for 30 new construction, single family homes with an expected completion date of December 2027. Ms. Schaefer explained that this is the same forgivable loan approved last June under a $9 million project with $3.5 million from TIF. The difference is rather than a maximum per year appropriation, it's a maximum subsidy of $116,000 per house and expect to build 10 new homes in 2025 with the same draw process as Lincoln Park. Commissioner Wax asked about how to get to the $116 per house and Ms. Schaefer stated that the maximum is $116 per house. Commissioner Shaw asked if 10 was the maximum build and Ms. Shaefer confirmed that we would just prefer to do one appropriation per year. Tina Patton is in favor of the project. Upon a motion by Troy Warner for approval, seconded by Eli Wax, the motion carried unanimously; the Commission approved the Fund Appropriation as presented on January 9, 2025. 7. Progress Reports A. Tax Abatement B. Common Council C. Updates Joseph Molnar, Assistant Director of Growth and Opportunity, stated that the City met with the childcare center at 415 E. Madison (Oaklawn) and had a productive conversation about whether they wanted to stay in the building, and we will proceed with due diligence and work with them. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING –January 9, 2025 9 D. Other 8. Next Commission Meeting Thursday, January 23, 2025, 9:30 a.m. 9. Adjournment Thursday, January 9, 2025, 11:07 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 7, 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-0097689 $1,042,050.57 GBLN-0000000 $0.00 GBLN-0000000 $0.00 Total:$1,042,050.57 _______________________________ 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: Expenditure approval RDC Payments-1/7 /2025 Pymt Run GBLN-0097689 Payment method: Voucher: Payment date: Vendor# V-00000107 Payment method: Voucher: Payment date: Vendor# V-00000180 V-00000180 V-00000180 Payment method: Voucher: Payment date: Vendor# V-00000526 V-00000526 Payment method: CHK-Total RDCP-00034615 1/7/2025 Name AMERICAN STRUCTUREPOI Invoice# NT INC 184222 ACH-Total RDCP-00034616 1/7/2025 Name Invoice# BAKER TILLY MUNICIPAL ADVISORS LLC BTMA30124 BAKER TILLY MUNICIPAL ADVISORS LLC BTMA30123 BAKER TILLY MUNICIPAL ADVISORS LLC BTMA30125 ACH-Total RDCP-00034617 1/7/2025 Name Invoice# ENFOCUS INC 1201805364 ENFOCUS INC 1201805364 CHK-Total Line description Beacon District Project -SBMF Demo PSA -Amend #2 (design services) Line description River East -TIF Creation/Amendment Southside -TIF Creation/Amendment River West -TIF Creation/Amendment Line description Commuters Trust - Transportation Costs Commuters Trust - Transportation Costs Due date 1/16/2025 Due date 1/17/2025 1/17/2025 1/17/2025 Due date 1/15/2025 1/15/2025 Invoice amount Financial dimensions $31,584.70 Invoice amount $9,575.00 $10,355.00 $8,480.00 324-10-102-121-439018- PROJ00000528 Financial dimensions 429-10-102-121-431000-- PROJ00000568 430-10-102-121-431000-- PROJ00000568 324-10-102-121-431000-- PROJ00000568 Invoice amount Financial dimensions 433-10-102-123-439300-- ($28,866.39) $49,483.84 PROJ00000383 433-10-102-123-439300- PROJ00000383 Purchase order PO-0029313 Purchase order PO-0034098 PO-0034098 PO-0034098 Purchase order PO-0029761 PO-0029761 Vendor# V-00008672 Payment method: Voucher: Payment date: Vendor# V-00012694 Name USI Invoice# Consultants, Inc 22431 CHK-Total RDCP-00034623 1/7/2025 Name Reach Media Network Invoice# 25073 Line description Inspection Svcs for Coal Line Phase 11B Line description MarMain Apartments - Cameras, IP PoE Camera and Install Due date 1/14/2025 Invoice amount Financial dimensions 324-10-102-121-444000-- $3,043.68 PROJ00000018 Due date Invoice amount Financial dimensions 11/20/2024 $7,998.81 324-10-102-121-443001-- Purchase order PO-0019649 Purchase order PO-0035056 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 1/17/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Option to Purchase Agreement – 4124 Old Cleveland Road 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: Staff requests consideration of Option to Purchase Agreement for property located at 4124 Old Cleveland Road SPECIFICS: The proposed Option to Purchase Agreement for the property located at 4124 Old Cleveland Road is located near the property the Redevelopment Commission recently purchased located at 4022 Old Cleveland Road which has the intended use as the location of a Low-Barrier Intake Center that was originally proposed on N. Bendix Drive. The current owners of the property expressed their interest in selling the property located at 4124 Old Cleveland Road if the Low-Barrier Intake Center proceeds with construction. The proposed option would give the Redevelopment Commission an exclusive option to purchase the property within five (5) years of the effective date. The Commission can exercise this option when building permits are approved by the St. Joseph County Building Department for the proposed Low-Barrier Intake Center and purchase the property for $374,000 subject to two (2) independent appraisals and in consideration of this option the Commission would pay the current owners $25,000. The proposed option dictates the Closing Date to be six (6) months after the option is exercised and permits the current owners a period of six (6) months after the Closing Date to vacate the property located at 4124 Old Cleveland Road in order to have appropriate time to remove all personal property from premises. _________________________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 : 1/21/25 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Development Agreement (Nexus Center) 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 the rehabilitation of property located at 3607 S. Main Street (The Nexus Center) SPECIFICS: The Commission will consider a Development Agreement with The Nexus Center LLC, which is the operating entity for the property known as The Nexus Center, and Cultivating Life Clinic Incorporated, which is a non-profit organization operating out of the property. Both entities are under the common ownership of Pastor David Buggs and Dr. LaRissa Chism Buggs. The Development Agreement, if approved, would support the final phase of the Nexus Center rehabilitation project. This Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission will not exceed $300,000 and (2) the Private Investment by the Developer will be no less than $745,000. The RDC support would assist in the purchase and installation of an elevator, which the building currently does not have. An elevator would enable the services provided at the Nexus Center to be expanded to all levels of the building. The developer commits to completing the project by December 31, 2026. This new Development Agreement follows an earlier development agreement between the Commission and The Nexus Center LLC, which was approved in August 2021 and subsequently amended in September 2022 and October 2023. The Commission previously provided $525,000 in support for the Nexus Center rehabilitation project. That earlier agreement included a private investment commitment of no less than $1,600,000, and the developer met its obligations. When the earlier agreement is accounted for, and if the Commission were to approve the new Development Agreement, then the combined RDC support for the Nexus Center rehabilitation project would be $845,000 and the combined private investment commitment would be $2,345,000. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of _______________, 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”), The Nexus Center LLC, an Indiana Limited Liability Company, with a principal office address at 21710 Ravenna Drive, South Bend, IN, 46628 (the “Nexus Center”), and Cultivating Life Clinic Incorporated, an Indiana Nonprofit Corporation, with a principal office address of 3607 South Main Street, South Bend, IN 46614 (“Cultivating Life”) (the Nexus Center and Cultivating Life are referred to collectively herein as 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, the Commission and the Nexus Center previously entered into a certain Development Agreement dated August 12, 2021, as amended on September 8, 2022, and October 12, 2023 (collectively, the “2021 Development Agreement”), attached hereto as Exhibit A, pertaining to certain local public improvements to a cultural, community, and commercial center with a focus on family health and wellness, economic development, financial literacy, education, and crime prevention in the South Side Development Area; and WHEREAS, as set forth in the 2021 Development Agreement, the Nexus Center committed to expend a total amount equaling no less than One Million Six Hundred Thousand Dollars ($1,600,000.00) toward the renovation and activation of the Developer Property (as defined therein) into a cultural, community, and commercial center with a focus on family health and wellness, economic development, financial literacy, education, and crime prevention, and the Commission committed a maximum of Five Hundred Twenty-Five Thousand Dollars ($525,000.00) of tax increment financing revenues to complete certain local public improvements in support of the Nexus Center’s project; and WHEREAS, the Nexus Center fulfilled all obligations required under the 2021 Development Agreement within the timeframes required; and WHEREAS, the Nexus Center and Cultivating Life are related entities operating under shared ownership and own certain real property described in Exhibit B, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developer Property”); and WHEREAS, Cultivating Life is a nonprofit organization that provides, both at the Developer Property and out in the field, educational outreach and charitable mental health services to medically underserved populations in and around the City of South Bend; and 2 WHEREAS, Cultivating Life is a member of the National Association of Free and Charitable Clinics, an organization whose mission is building healthy communities for all through quality, equitable, and accessible health care; and WHEREAS, the Developers are committed to eliminating the stigma associated with needing and accessing mental health services and to removing barriers to all vital health care services, and partner with other health care providers to provide medically underserved populations in and around the City access to health care services such as prenatal and postnatal care, medications, and more; and WHEREAS, the Developers desire to expand the provision of services at the Developer Property, and the installation of an elevator would enable the Developers to expand access to additional charitable health care services for members of the community; and WHEREAS, the Developers currently have private financing and desire to complete additional improvements to the Developer Propety, which includes the construction, renovation, or other rehabilitation of 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 South Side Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the Commission believes that accomplishing the Project as described herein is in the best interests of the health, safety, and welfare of the City and its residents; and WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the local public improvements stated in Exhibit 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. 3 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Three Hundred Thousand Dollars ($300,000.00) 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 Seven Hundred Forty-Five Thousand Dollars ($745,000.00) 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. SECTION 3. ACCESS. 3.1 Grant of Easement. The Developers will grant to the Commission a temporary, non-exclusive easement on, in, over, under and across any part(s) of the Developer Property (the “Easement”) in the form attached hereto as Exhibit E, to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developers and their grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. 4 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. 4.2 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 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The 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 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.3 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. 4.4 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, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.5 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, 2026 (the “Mandatory Project Completion Date”). The Developers further agree 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. 4.6 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 agree to report to the Commission the number of local contractors and local laborers involved in the Project, the 5 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, (iv) a status report of the number of jobs created for employment at the Developer Property; and (v) a summary of the charitable health care services provided. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the 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. 4.8 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. 4.9 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 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. 4.10 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. 4.11 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 6 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). 4.12 Information. The Developers agree 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. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.9 (“Specifications for Local Public Improvements”) of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developers, at their 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. 7 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) 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. 8 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 have 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 accept 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 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. 9 SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, 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, agrees 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 10 (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: The Nexus Center LLC 3607 S. Main Street South Bend, IN 46614 Attn: David R. Buggs, Sr., Manager Cultivating Life Clinic Incorporated 3607 S. Main Street South Bend, IN 46614 Attn: Dr. LaRissa Chism Buggs, Director 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 11 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. The Developers may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the 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). 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 EXHIBIT A 2021 Development Agreement A-1 A-2 A-3 September 8 A-4 A-5 1 DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of August 12, 2021 (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 The Nexus Center LLC, an Indiana limited liability company, with its registered address at 21710 Ravenna Drive, South Bend, Indiana 46628 (the “Developer”) (each, a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the “Act”); and WHEREAS, the Act provides that the clearance, replanning, and redevelopment of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, the Developer owns certain vacant and inactive real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developer Property”); and WHEREAS, the Developer currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B in order to activate the Developer Property and create a positive effect in the neighborhood; and WHEREAS, the Developer Property is located within the corporate boundaries of the City of South Bend, Indiana (the “City”), within the South Side Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the Commission believes that accomplishing the Project as described herein is in the best interests of the health, safety, and welfare of the City and its residents; and WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the local public improvements stated in Exhibit C (the “Local Public Improvements”) and the financing thereof, subject to the terms and conditions of this Agreement and in accordance with the Act. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: A-6 2 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Three Hundred Thousand Dollars ($300,000.00) 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 a total amount over the course of the Project equaling no less than One Million Dollars ($1,000,000.00) to be expended by the Developer for the costs associated with constructing the improvements set forth in the Project Plan, including architectural, engineering, and any other costs directly related to completion of the Project that are expected to contribute to increases in the Assessed Value of the Developer Property. SECTION 2. INTERPRETATION, TERMS, AND RECITALS. 2.1 Interpretation. (a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b) Unless otherwise specified, references in this Agreement to (i) “Section” or “Article” shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this “Agreement” shall mean this Agreement and any exhibits and attachments hereto. (c) Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d) The terms “include”, “including” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. SECTION 3. ACCESS. 3.1 Grant of Easement. The Developer will grant to the Commission a temporary, non- exclusive easement on, in, over, under and across any part(s) of the Developer Property (the “Easement”) in the form attached hereto as Exhibit D, to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission A-7 3 and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER’S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 The Project. (a) The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.8 of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The Developer will expend the Private Investment to complete the first portion of the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.8 of this Agreement. 4.3 Cooperation. The Developer agrees to endorse and support the Commission’s efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.4 Obtain Necessary Easements. The Developer agrees to obtain any and all easements from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvements, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.5 Timeframe for Completion. The Developer hereby agrees to complete the Project and any other obligations the Developer may have under this Agreement, including the activation of a portion of the Developer Property as set forth in the Project Plan, by the date that is thirty-six (36) months after the Effective Date of this Agreement (the “Mandatory Project Completion Date”). Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. A-8 4 4.6 Reporting Obligations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b) On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, and (iii) an itemized accounting generally identifying the Private Investment to date. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City Planner, or his designee, who may request revisions or amendments to be made to the same and may approve or disapprove of such plans as they relate to the overall plan for the area and neighborhood, if any. 4.8 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of planning, construction, management, and all other activities or purposes associated with the Project (including legal, architectural, and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.9 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City of South Bend Engineering Department (the “Engineering Department”). The Engineering Department review the bid specifications in accordance with City requirements or policies and may request revisions or amendments to be made to the same. The Engineering Department may approve or disapprove said bid specifications for the Project in its sole discretion based upon their conformance with such City requirements or policies. The Commission shall not be required to expend the Funding Amount unless the Engineering Department has approved of all bid specifications. 4.10 Non-Interference. Developer hereby agrees to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.11 Insurance. The Developer shall purchase and maintain comprehensive insurance coverage as is appropriate for the work being performed with respect to the Project. The Developer A-9 5 shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit E attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. 4.13 Other Incentives. The Developer agrees that, for its completion of the Project, as defined in the Project Plan, the Developer will not request or pursue any financial incentive or support from the City other than the Commission's commitment of the Funding Amount under this Agreement, including without limitation ay tax abatement with respect to the Developer Property or any other property associated with the Project. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission’s commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public Improvements. (a) The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit C attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and approved the same in accordance with Section 4.8 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 of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for such purpose. If Developer chooses not to pay any such excess costs of the Local Public A-10 6 Improvements (above the Funding Amount), the Commission may reduce the scope of the Local Public Improvements to the amount which may be funded with the Funding Amount. In no event will the Commission be required to spend more than the Funding Amount in connection with the Local Public Improvements. 5.3 Cooperation. The Commission agrees to endorse and support the Developer’s efforts to expedite the Project through any required planning, design, permitting, waiver, and related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5.4 Public Announcements, Press Releases, and Marketing Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developer. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel and retain such counsel at its own expense, and in no event shall the Commission be required to bear the fees and costs of the Developer’s attorneys nor shall the Developer be required to bear the fees and costs of the Commission’s attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7.1, then no default shall exist and the noticing Party shall take no further action. 7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then upon the written demand of the Commission, the Developer will repay the Commission One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements as of the date of the Commission’s demand. A-11 7 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a) The Project is a private development; (b) None of the Commission, the Board of Works, or the Developer has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c) The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Project. A-12 8 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 nay single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 9.5 Attorneys’ Fees. In the event of any litigation, mediation, or arbitration between the Parties regarding an alleged breach of this Agreement, none of the Parties shall be entitled to any award of attorney’s fees. 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and A-13 9 (b) The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developer: The Nexus Center LLC 21710 Ravenna Drive South Bend, IN 46628 Attn: Manager With a copy to: ______________________ ______________________ ______________________ Attn: ______________________ Commission: South Bend Redevelopment Commission 1400 S. 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 1200 S. 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. A-14 10 9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission’s consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows A-15 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Marcia I. Jones, President ATTEST: Donald E. Inks, Vice-President THE NEXUS CENTER LLC By: _____________________________________ David R. Buggs, Sr., Manager A-16 EXHIBIT A Description of Developer Property Real property in St. Joseph County, Indiana, commonly known as 3607 S. Main Street, South Bend, Indiana, and more particularly described as Lots 1 through 5 of the Ida M. Walz Subdivision and Lots D & E of the J E Walz Revised and the vacated Street and vacated alley, along with Tr 28'N Side of Tr 200' East and West East of Jains Addition, also vacated alley N and Adjacent sec. 24-37-2e. Parcel Nos. 018-8019-079701 and 018-8019-079804 A-17 EXHIBIT B Project Plan The Developer will complete the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: Renovation and activation of the Developer Property into a cultural, community, and commercial center, with a focus on family health and wellness, economic development, financial literacy, education, and crime prevention. A-18 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations such local public improvements as agreed upon between the parties. A-19 EXHIBIT D Form of Easement A-20 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the day of _______________, 202__ (the “Effective Date”), by and between Cultivating Life, Inc., an Indiana nonprofit corporation with a registered office at 1042 Western Avenue, South Bend, Indiana 46601 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400 S. County- City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non- exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated August 12, 2021 (the “Development Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. 12 August 1 A-21 IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: CULTIVATING LIFE, INC. Printed: Its: STATE OF INDIANA ) ) SS: COUNTY OF ST. JOSEPH ) Before me, the undersigned, a Notary Public in and for said State, personally appeared _______________________, to me known to be the _____________ of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this day of _______________, 202__. _______________________________________ ____________________, Notary Public Residing in County, IN My Commission Expires: _______________________ This instrument was prepared by Sandra L. Kennedy, Corporation Counsel, City of South Bend, Indiana, 227 W. Jefferson Blvd., Ste. 1200S, South Bend, IN 46601. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. ______________________. A-22 EXHIBIT 1 Description of Property Real property in St. Joseph County, Indiana, commonly known as 3607 S. Main Street, South Bend, Indiana, and more particularly described as Lots 1 through 5 of the Ida M. Walz Subdivision and Lots D & E of the J E Walz Revised and the vacated Street and vacated alley, along with Tr 28'N Side of Tr 200' East and West East of Jains Addition, also vacated alley N and Adjacent sec. 24-37-2e. Parcel Nos. 018-8019-079701 and 018-8019-079804 A-23 A-24 A-25 EXHIBIT E 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 A-26 EXHIBIT B Description of Developer Property Tax ID No. 018-8019-079701 Parcel Key No. 71-08-24-353-001.000-026 Legal Description: Lots 1 Thru 5 Ida M. Walz Sub & Lots D & E. J E Walz Revised & Vac St. & Vac Alley Commonly known as: 3607 S. Main Street Tax ID No. 018-8019-079804 Parcel Key No. 71-08-24-353-002.00-026 Legal Description: Tr 28’ N Side of Tr 200’ E&W Of Jains Add Also Vac Alley N & Adj Sec 24-37-2e 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 final phases of the planned redevelopment of the Developer Property, which shall include the completion of the construction of: • a commercial kitchen; • event space(s); and • an amphitheater and/or an auditorium. The Developers will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. The structures will be considered substantially complete upon the issuance of Certificates of Occupancy. 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: • Installation of an elevator that ensures each floor or level of the Developer Property is physically accessible to people with disabilities. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The Developers shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.9 (“Specifications for Local Public Improvements”) or that require funding above the Funding Amount are the sole responsibility of the Developers. EXHIBIT E Form of Easement GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _________ of ____________, 2025(the “Effective Date”), by and between The Nexus Center LLC, an Indiana Limited Liability Company, with a principal office address at 21710 Ravenna Drive, South Bend, IN, 46628, and Cultivating Life Clinic Incorporated, an Indiana Nonprofit Corporation, with a principal office address of 3607 South Main Street, South Bend, IN 46614 (collectively, 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 acknowledges, Grantors hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantors and Grantee, dated ____________, 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 has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTORS: The Nexus Center, LLC Printed: David R. Buggs, Sr. Its: Manager Cultivating Life Clinic Incorporated _____________________________________ Printed: Dr. LaRissa Chism Buggs Its: Director STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared David Buggs, to me known to be the Manager of The Nexus Center, LLC, and Dr. LaRissa Chism Buggs, to me known to be the Director of Cultivating Life Clinic Incorporated, 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. EXHIBIT 1 Description of Property Tax ID No. 018-8019-079701 Parcel Key No. 71-08-24-353-001.000-026 Legal Description: Lots 1 Thru 5 Ida M. Walz Sub & Lots D & E. J E Walz Revised & Vac St. & Vac Alley Commonly known as: 3607 S. Main Street Tax ID No. 018-8019-079804 Parcel Key No. 71-08-24-353-002.00-026 Legal Description: Tr 28’ N Side of Tr 200’ E&W Of Jains Add Also Vac Alley N & Adj Sec 24-37-2e EXHIBIT F Form of Report to Commission 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: Summary of Charitable Health Care Servies Provided: Name: _______________________________________ Address: _______________________________________ _______________________________________ Position: _______________________________________ Email: _______________________________________ Signature: ___________________________________ 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