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Home My WebLink AboutRedevelopment Commission Agenda & Packet 03.27.25 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, March 27, 2025 – 9:30 a.m. BPW Conference Room 13th Floor or https://tinyurl.com/RDC-2025-4T 1. Roll Call 2. Approval of Minutes A. Minutes of the Regular Meeting of March 13, 2025 3. Approval of Claims A. Claims Allowance March 4, 2025 B. Claims Allowance March 18, 2025 4. Old Business A. Purchase Agreement Termination (Lafayette Building) 5. New Business A. River West Development Area 1. 7th Amendment to Purchase Agreement (Real America Development, LLC) 2. Development Agreement (Milkweed Gardens Inc.) 3. Development Agreement (Penny Hill Homes LLC) 4. Budget Request (Main/Wayne Parking Garage Elevator) B. Administrative 1. Fiscal Report for the Redevelopment Commission 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, April 10, 2025, 9:30 a.m. BPW Conference Room 13th Floor CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES March 13, 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, Secretary Gillian Shaw, Commissioner Ophelia Gooden-Rodgers, Commissioner Marcus Ellison, Member At-Large Legal Staff: Sandra Kennedy, Corporation Council Danielle Campbell Weiss, Senior 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, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI Laura Hensley, Board Secretary, DCI Others Present: John Martinez, Chief of Park Operations, VPA Greg Swiercz, SB Tribune Jim Bognar, 807 W. Washington St. Victoria Garcia, 707 Shermon Ave. Karen White, Councilwoman Donny Rogers, 505 ½ W. Washington St. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 2 Matt Barrett, 110 S. Niles Ave. Roseanna Lemrow, 921 W. Washington St. Tina Patton, 707 Sherman Ave. Jessica Frye, 27453 CR 150 Rafael Morton, County Commissioner Zach Hurst, Senior Engineer Allison Doctor, Project Manager, DCI 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, February 27, 2025 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 February 27, 2025. B. Approval of Amended Minutes of the Regular Meeting of Thursday, January 9, 2025 Upon a motion by David Relos for approval, second by Troy Warner, the motion carried unanimously; the Commission approved the amended minutes by adding a footnote and updating the packet of the regular meeting of January 9, 2025. C. Approval of Amended Memo for Resolution No. 3626 of the Regular Meeting of Thursday, January 9, 2025 Upon a motion by Eli Wax for approval, second by David Relos, the motion carried unanimously; the Commission approved the amended memo by adding a footnote and updating the packet of the regular meeting of January 9, 2025. 3. Approval of Claims A. None 4. Old Business A. None 5. New Business (Item B now precedes Item A from the Agenda) A. South Side Development Area CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 3 1. Budget Request (Design of O’Brien Splash Pad & Restroom) John Martinez, Chief of Park Operations, VPA, presented the budget request for $150,000 to allow for the design and construction documents for the addition of a new public splash pad and restroom facility at O’Brien Park. Mr. Martinez explains that the O’Brien splash pad serves thousands of families as the sole splash pad on the South side of Ewing St. and was identified in the Aquatics Capital Replacement Plan for full replacement in 2025. Mr. Martinez stated that the splash pad features a mix of above ground features and ground jets, and the maintenance and expenses overtime have continued to grow. He’s hoping that this could be an opportunity to reimagine the park layout. Mr. Matinez stated that if the budget request is approved, the restroom would be able to be built within 300 feet of the pad per Indiana Pool Code and be ADA accessible and have its own water supply. Mr. Martinez explains that this park is heavily used, and the current condition does not serve the public well. Secretary Wax asked if the soft surface would be added, and Mr. Martinez stated that he was hopeful but this may not be possible due to budget restrictions. Vice-President Relos asked what the restroom would look like, and Mr. Martinez stated that it would be a prefabricated restroom similar to LaSalle park. Commissioner Gooden-Rodgers asked if there were other splash pads with the same limitations and Mr. Martinez stated that there are three (3) and they have been in budget considerations for ten years now. Caleb Bauer, Executive Director of Community Investment, explained that we along with VPA are taking a look at a number of facility improvements and incrementally working on those and asked the Commissioners to keep in mind that the design typically is 10% of the cost of construction and this project will most likely be seen again by the RDC. Secretary Wax asked how we decide when the RDC funds a public project versus the Council’s General Fund. Mr. Bauer explained that we look at the available funds within each development area as well as future projects and the needs of the public infrastructure due to the growth in the area. Tina Patton asked if the RFP has been issued, and Mr. Martinez stated that it has not and VPA would work with DCI and Engineering on how to proceed as well as give an update on the project at a later date. 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 March 13, 2025. 2. Budget Request (Marshall Park) CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 4 John Martinez, Chief of Park Operations, VPA, presented the budget request for $315,000 to allow for repair and resurfacing of the Marshall Park tennis courts and adjacent sidewalks to address safety and liability issues. Mr. Martinez explained that a total of four (4) courts, two concrete and two asphalt that exist at the park which are in constant need of routine repair. Also, the 1,200 linear feet of sidewalk that borders the park are hazardous and have high traffic due to the proximity to Marshall school. Mr. Martinez explains that this could be an opportunity to improve the South side with basketball, tennis, pickle ball, and mixed play activities. Secretary Wax asked for clarification on the property lines and Mr. Martinez stated that when he looked at the tax records, the field area on the map was City-owned property. Commissioner Shaw asked if there would be any consideration to use different materials other than concrete and Mr. Martinez, due to the weather in Northern Indiana, this is the best investment for maintaining the multi-use courts. Vice- President Relos stated that MACOG is not always correct and there have been issues in the past with property lines. Mr. Martinez stated that we can pull the deed from the archive, and this has also been an issue with the Dr. Martin Luther King Dream Center and the school system does not consider this park their property. Commissioner Ellison asked if this would be voted on contingent upon property lines and Secretary Wax stated that there can’t be contingencies legally, it would need to be approved or denied as is. Commissioner Wax requested an update by the next meeting with verification that the City owns the parcel. President Warner explained that the Council has distributions for hazardous sidewalks in need of repair and is in favor of this project. Vice-President Relos asked if this could qualify for the Safe Routes to School project. Mr. Bauer explained that dating back to the 1960’s there has historically been confusion between parcel lines and land owned by the school corporation due to agreements that changed the use of the land, and the DCI team has frequently run into these issues, however, supports the neighborhood connectivity and improvements requested. Commissioner Shaw asked about the breakdown of the budget and Mr. Martinez stated that we have the specifications and would have the details after estimates were received within the budget. The Commissioners thanked John Martinez for his many years of service and expertise. Upon a motion by David Relos for approval, seconded by Gillian Shaw, the motion carried, and Ophelia Gooden-Rodgers abstained; the Commission approved the Budget Request as presented on March 13, 2025. B. River West Development Area CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 5 1. First Amendment Economic Development Agreement (J.C. Hart) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the First Amendment to the Economic Development Agreement which provides further details regarding the scope of the RDC’s commitments as outlined in the agreement, including specifications for roadway improvements, utility relocations, and easement releases committed and identifying details of construction standards, coordination of work, other related terms, and no monetary changes or changes for J. C. Hart’s commitments. Vice-President Relos asked to give examples of these details and Mr. Molnar explained the amendment specifies which easements will be released and their location. Secretary Wax asked to clarify why this is needed and Danielle Campbell Weiss, Senior Assistant City Attorney, stated that the level of detail wasn’t available at the time the first agreement was originally approved due to time restraints. Upon a motion by David Relos for approval, seconded by Ophelia Gooden-Rodgers, the motion carried unanimously; the Commission approved the Amended Agreement as presented on March 13, 2025. 2. Agreement to Suspend and Release Easement (River Glen) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the Agreement to develop the riverwalk project, to construct and dedicate certain public roadways, sidewalks, and related improvements paid for substantially through a READI 2.0 grant from the State of Indiana. The agreement would suspend all use of the easement during development and address clear safety concerns of pedestrians or vehicular access through an active construction site and pedestrians and vehicles would still have full access to Monroe and Columbia streets. The agreement will release and relinquish the easement upon the completion of the new public roadway and sidewalks. These roadway improvements once completed will provide access to and from the River Glen Office Park. The property owner of the former River Glen Office Park is willing to: (i) suspend all use of the easement during the development of the Riverwalk Project; and (ii) release and relinquish the easement upon the roadway completion and opening. Mr. Molnar also provided a map explaining where the new roadway and sidewalks will be. Vice-President Relos asked if the City would need to buy the easement back and Mr. Molnar stated that it will be dedicated as a public right-of- way and is a part of the plan at no additional cost. Secretary Wax CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 6 asked if the City would need to go through a legal process to suspend the public right-of-way during construction and Mr. Molnar explained that the easement is held by the RDC, and we will not demand J.C. Hart give us access during the construction process. Matt Barrett asked about the green and yellow areas designated on the map and Mr. Molnar stated that the green areas are held by the Holladay Corporation and will be used as parking for the Crowe headquarters, and the yellow will potentially be a future right-of-way extending West. Upon a motion by Eli Wax for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved the Agreement as presented on March 13, 2025. 3. Resolution No. 3631 Accepting Transfer of Real Property from BPW (Colfax Utilities Building) Erin Michaels, Property Development Manager, presented this Resolution accepting Lot 2 of Morris Civic Minor Sub (South Bend Water Works Utility Building) located at Main and Colfax from the Board of Public Works. At their meeting on March 11, 2025, BPW approved the transfer of property. Ms. Michaels explained that since the City staff will be moving to the new City Hall leaving this building vacant, this property will be included in the scope of an active RFP for a future housing development. Vice-President Relos asked if it was part of the Main Street Housing RFP and Ms. Michaels stated that it was. Secretary Wax asked if there could be problems with staff staying there until City Hall is completed and Ms. Michaels stated that it’s currently managed by Central Services and there shouldn’t be issues when the title changes. Upon a motion by David Relos for approval, seconded by Eli Wax, the motion carried unanimously; the Commission approved Resolution No. 3631 as presented on March 13, 2025. C. West Washington Development Area 1. Budget Request (Former SB Range Demolition & Site Cleanup) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the budget request for $1.3 million for demolition of the structure at the former South Bend Range site located at 133 Cherry St. and general site cleanup in 2025. Mr. Molnar shared a map of the area located at the edge of the Near Westside Neighborhood. In January, it was purchased through a tax sale from BPW. Mr. Molnar explained that the property had been abandoned for years and had CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 7 fallen into severe disrepair and is a concern for residents in the community. Staff have secured the site and will continue to monitor the building, however, there are significant structural issues. Secretary Wax asked if there were any potential development ideas for the site and Mr. Molnar stated that not in its current state, however, after the demolition and cleanup those conversations would likely occur. He explained the RDC does own the site just North, however, there are environmental concerns. Commissioner Gooden-Rodgers asked about the language in the slide stating “Any remaining funds would be used to clear debris” and wouldn’t the demolition also remove the debris? Mr. Molnar stated that there is additional debris on the site that this is speaking to. Secretary Wax asked about the history of the previous owners and Mr. Molnar stated that there is an active case file. Caleb Bauer stated that the previous owners were Scorpio Properties, LLC and tax delinquency was what led to BPW taking the title due to remediating environmental concerns. Mr. Bauer explained that we are actively working with the Indiana Department of Environmental Management to explore the existence of any potentially responsible parties or any existing insurance policies and claims to recoup some of the costs and would not likely offset the full costs of the work. Secretary Wax pointed out that they haven’t paid taxes in at least 12- 25 years and are delinquent $146,000 and why it hadn’t been addressed earlier. Mr. Bauer explained that there was a recent bidder and putting money down to go through the redemption process, however, did not complete the process. That triggered a redemption process and delayed it coming back until the next sale which further added to the delays. Commissioner Wax asked that the City be more proactive in this process and Mr. Bauer agreed and stated that in recent years, we have been requesting properties of interest be removed from the sale and County Commissioners considering remitting those certificates to the City. Tina Patton, Jim Bognar, Roseanna Lemrow, Donny Rogers spoke in favor of the request. Matt Barrett asked if the City paid last year’s tax payment of $5,900 and Mr. Bauer stated yes, however, the property will be tax exempt going forward. Vice-President Relos also spoke in favor of the demolition and asked what this leaves for the West Washington TIF. Mr. Bauer explained that the West Washington TIF will stop drawing in June of this year. However, tax payments received this year and based on our projections and past revenues, there would probably be about $800,000 remaining in the development area when it ceases drawing any more revenue. Commissioner Shaw is in favor of the project, however, asked about the environmental hazards and remediation costs in the future. Mr. Bauer explained that there will be additional investigations on the site once the demolition has taken CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 8 place and we can have better access for testing. Secretary Wax also wanted to thank Councilwoman Karen White, other Council members and the Administration for their efforts over the years to remediate immediate concerns with this property and address the public’s health and safety. Vice-President Relos, a resident of the Near West side neighborhood for 38 years also acknowledged this community in being instrumental in setting up this TIF district as well as the first national historic district in South Bend. Commissioner Relos asked that any remaining funds go back to this neighborhood due to all of the work the residents put into saving the homes along W. Washington St. Mr. Bognar wanted to acknowledge the late Jeff Gibbs, Carl Wolf, Tom & Suzanne Miller, and many others that were instrumental in supporting this neighborhood. 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 March 13, 2025. 6. Progress Reports A. Tax Abatement Erik Glavich, Director of Growth and Opportunity, stated that The Common Council approved three (3) tax abatements, two for Penny Hill Homes, one a vacant building tax abatement and a real property tax abatement. The third is the Inwood building, a 10-year real property tax abatement that would abate the new incrementally assessed value of the building at 425 S. Michigan St. that has been vacant for 25 years. The Council also approved a confirming resolution for the new headquarters for HRP Construction, which are consolidating their operations to a new campus within the City limits in South Bend on newly annexed land on the far West side. B. Common Council President Warner announced that the Redevelopment Commission is scheduled to hold an informal training session on March 30th. Both Community Investment and the Council will participate, as there is overlapping approval required, with matters being reviewed by the RDC first before proceeding to the Council. C. Other CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – March 13, 2025 9 7. Next Commission Meeting Thursday, March 27, 2025, 9:30 a.m. BPW Conference Room 13th Floor. 8. Adjournment Thursday, March 13, 2025, 10:55 a.m. ______________________________ ______________________________ Eli Wax, 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, March 4, 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-0101283 $1,646,394.95 GBLN-0101989 $598,831.80 GBLN-0000000 $0.00 Total:$2,245,226.75 _______________________________ 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: ance d claims and Expenditure approval RDC Payments-2/25/25 Pymt Run GBLN-0101283 Payment method: Voucher: Payment date: Vendor# V-00000019 Payment method: Voucher: Payment date: Vendor# V-00000472 Payment method: Voucher: Payment date: Vendor# V-00000788 Payment method: Voucher: Payment date: Vendor# V-00001012 ACH-Total RDCP-00036215 2/25/2025 Name ABONMARCHE CONSULTANTS OF IN CHK-Total RDCP-00036216 2/25/2025 Name DLZ IN DIANA LLC CHK-Total RDCP-00036217 2/25/2025 Name HWC ENGINEERING INC CHK-Total RDCP-00036218 2/25/2025 Name LOCH MUELLER GROUP INC Invoice# 15610 Invoice# 604285 Invoice# 2024118S5 Invoice# 516513 Line description Due date Design Potawatomi Park Improvements 3/1/2025 Line description Due date Safe Routes to School (SRTS) Kennedy Academy - Design 3/1/2025 Line description Due date Design of Portage Prairie Water Main Extension 3/2/2025 Line description Due date Seitz Park -Amendment #4 Final Inspection Services 3/2/2025 Invoice amount Financial dimensions $41,275.00 429-10-102-121-431002- PROJ00000554 Invoice amount Financial dimensions 324-10-102-121-431002-- $16,370.00 PROJ00000411 Invoice amount Financial dimensions $9,675.00 324-10-102-121-431002- PROJ00000553 Invoice amount Financial dimensions 436-10-102-121-444000-- $1,565.77 PROJ00000079 Purchase order PO-0034615 Purchase order PO-0023413 Purchase order PO-0034619 Purchase order PO-0007779 Payment method: Voucher: Payment date: Vendor# V-00001712 V-00001712 Payment method: Voucher: Payment date: Vendor# V-00003121 Payment method: Voucher: Payment date: Vendor# V-00006617 Payment method: Voucher: Payment date: Vendor# V-00013114 ACH-Total RDCP-00036220 2/25/2025 Name UBER TECHNOLOGIES INC UBER TECHNOLOGIES INC CHK-Total RDCP-00036221 2/25/2025 Name THK Law, LLP ACH-Total RDCP-00036222 2/25/2025 Name RATIO Invoice# A68D75 1A7E82 Invoice# 25 Invoice# Architects, LLC 2105500036443 CHK-Total RDCP-00036223 2/25/2025 Name RAM Construction Services of Michigan, Inc. Invoice# APP #9 Line description Due date Commuters Trust Uber agreement 2024 3/3/2025 Commuters Trust Uber agreement 2024 3/3/2025 Line description Due date Legal Services -300 E. Lasalle/ CCD 2/27/2025 Line description Due date MPAC Additions Professional Services 3/2/2025 Line description Due date Liberty Tower Parking Garage -concrete removal/replacement and addition 12/24/2024 Invoice amount Financial dimensions 433-10-102-123-439300-- $3,118.16 PROJ00000383 433-10-102-123-439300-- $6,438.92 PROJ00000383 Invoice amount Financial dimensions $1,679.50 429-10-102-121-431001-- Invoice amount Financial dimensions 324-10-102-121-431002-- $18,532.25 PROJ00000294 Invoice amount Financial dimensions 324-10-102-121-443001-- $88,850.56 PROJ00000467 Purchase order PO-0030939 PO-0030939 Purchase order PO-0029493 Purchase order PO-0013835 Purchase order PO-0029080 Vendor# V-00001188 Payment method: Voucher: Payment date: Vendor# V-00001518 Payment method: Voucher: Payment date: Vendor# V-00001722 Payment method: Voucher: Payment date: Vendor# V-00012241 Payment method: Voucher: Payment date: Vendor# Name NEAR NORTHWEST NEIGHBORHOO D ACH-Total RDCP-00036419 3/4/2025 Name SMITHGROUP INC ACH-Total RDCP-00036420 3/4/2025 Name UNITED Invoice# 7 Invoice# 184589 Invoice# CONSULTING 2431108 CHK-Total RDCP-00036422 3/4/2025 Name Garmong Construction Services ACH-Total RDCP-00036423 3/4/2025 Name Invoice# APP #14 Invoice# Line description Due date Financial Empowerment Center Model 3/13/2025 Line description Due date Seitz Park -Amendment #8 -Design Services 3/12/2025 Line description Due date CE Services for SRTS Our Lady of Hungary 3/7/2025 Line description Due date MLK Dream Center - Design & Architectural 2/14/2025 Line description Due date Invoice amount Financial dimensions $9,136.12 433-10-102-123-439300- PROJ00000565 Invoice amount Financial dimensions 436-10-102-121-444000-- $1,625.44 PROJ00000079 Invoice amount Financial dimensions 324-10-102-121-442001-- $140.76 PROJ00000339 Invoice amount Financial dimensions $541,123.73 324-10-102-121-443001- PROJ00000298 Invoice amount Financial dimensions Purchase order PO-0033403 Purchase order PO-0006606 Purchase order PO-0029309 Purchase order PO-0027136 Purchase order City of South Bend Department of Administration & Finance Claims Allowance Request To: From: Date: South Bend Redevelopment Commission Kyle Willis, City Controller Tuesday, March 18, 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-0102593 $319,673.64 GBLN-0103308 $687,139.92 GBLN-0000000 $0.00 Total:$1,006,813.56 _______________________________ 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: ance d claims and Expenditure approval RDC Payments-3/11/25 Pymt Run GBLN-0102593 Payment method: Voucher: Payment date: Vendor# V-00000107 V-00000107 Payment method: Voucher: Payment date: Vendor# V-00000745 Payment method: Voucher: Payment date: Vendor# V-00001188 Payment method: Voucher: Payment date: CHK-Total RDCP-00036615 3/11/2025 Name AMERICAN STRUCTUREPOI NT INC AMERICAN STRUCTUREPOI NT INC CHK-Total RDCP-00036616 3/11/2025 Name HERRMAN & GOETZ ACH-Total RDCP-00036617 3/11/2025 Name NEAR NORTHWEST NEIGHBORHOO D CHK-Total RDCP-00036618 3/11/2025 Invoice# 186703 186329 Invoice# JC32888 Invoice# 212025 Due date 3/21/2025 Line description Beacon District Project - SBMF Demo PSA - Amend #3 (conceptual and schematic design) Market District Preliminary Engineering 3/15/2025 Line description Due date Studebaker Museum HVAC Replacement -HVAC Units and Install 3/19/2025 Line description Due date City Contribution - NNN Urban Infill Housing Project 3/3/2025 Invoice amount Financial dimensions 324-10-102-121-439018-- $26,208.10 PROJ00000528 324-10-102-121-431002-- $64,937.50 PROJ00000526 Invoice amount Financial dimensions 324-10-102-121-443001-- $39,600.00 PROJ00000524 Invoice amount Financial dimensions $65,000.00 433-10-102-123-439300-- Purchase order PO-0029313 PO-0029308 Purchase order PO-0035504 Purchase order PO-0036766 Vendor# V-00001789 Payment method: Voucher: Payment date: Vendor# V-00008672 Payment method: Voucher: Payment date: Vendor# V-00012353 Name Milestone Contractors North, Inc CHK-Total RDCP-00036619 3/11/2025 Name USI Invoice# APP #5 Invoice# Consultants, Inc 23834 CHK-Total RDCP-00036620 3/11/2025 Name Invoice # Community Redevelopment Partners LLC 25001 Line description Ameritech & Cleveland Intersection -Roadway Reconstruction Line description Inspection Svcs for Coal Line Phase 11 B Line description Continental Divide Trail -Professional Services Due date Invoice amount Financial dimensions 12/26/2024 $41,835.51 324-10-102-121-442001- PROJ00000461 Due date 3/17/2025 Due date 3/19/2025 Invoice amount Financial dimensions 324-10-102-121-444000-- $2,092.53 PROJ00000018 Invoice amount Financial dimensions 324-10-102-121-431002-- $80,000.00 PROJ00000578 Purchase order PO-0026602 Purchase order PO-0019649 Purchase order PO-0035041 Expenditure approval RDC Payments-3/18/25 Pymt Run GBLN-0103308 Payment method: Voucher: Payment date: Vendor# V-00000007 Payment method: Voucher: Payment date: Vendor# V-00000472 Payment method: Voucher: Payment date: Vendor# V-00001012 V-00001012 Payment method: Voucher: Payment date: Vendor# ACH-Total RDCP-00036817 3/18/2025 Name 466 WORKS Invoice# COMMUNITY DEVELOPMENT DRAW #2 CHK-Total RDCP-00036818 3/18/2025 Name DLZ IN DIANA LLC CHK-Total RDCP-00036819 3/18/2025 Name LOCH MUELLER GROUP INC LOCH MUELLER GROUP INC ACH-Total RDCP-00036820 3/18/2025 Name Invoice# 604245 Invoice# 516651 516651 Invoice# Line description Economic Development - Forgivable Loan Agreement Draw #1 Line description Kennedy Park Improvements design Line description PE Services for Coal Line Trail Phase Ill PE Services for Coal Line Trail Phase Ill Line description Due date 3/18/2025 Due date 3/1/2025 Due date 3/27/2025 3/27/2025 Due date Invoice amount Financial dimensions $580,000.00 430-10-102-121-444000- PROJ00000555 Invoice amount Financial dimensions 324-10-102-121-431002-- $22,000.00 PROJ00000401 Invoice amount Financial dimensions 324-10-102-121-444000-- $3,223.46 $8,082.08 PROJ00000314 324-10-102-121-431002- PROJ00000314 Invoice amount Financial dimensions Purchase order PO-0034689 Purchase order PO-0020654 Purchase order PO-0027674 PO-0027674 Purchase order South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 03/24/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Seventh Amendment to Real America Purchase Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Extension of Closing Date Real America Purchase Agreement SPECIFICS: In 2021, Real America and the RDC approved an agreement to sell RDC owned real estate at the northwestern corner of South St. and Lafayette Blvd. for the construction of apartment units at a variety of cost points. The fifth amendment approved by the RDC on February 5, 2024, separated out the market rate and Low-Income Housing Tax Credit (“LIHTC”) parcels for separate closing dates. The LIHTC parcel is currently under construction with anticipated opening of 60 affordable income restricted apartments by end of 2025. The sixth amendment extended the closing for the market rate parcel only for no later than March 31, 2025. This was due to environmental abatement work performed on the market rate parcel projected to be completed no later than January 2025 with final reporting being provided in March 2025. Due to unforeseen circumstances, and the environmental abatement becoming larger in scope than initially intended, the environmental abatement was not finished until February 2025. The work is complete, total costs being approximately $250,000 fully funded by the Indiana Brownfields Program (“IBP”) and the Developer is waiting for final release in the form of a Comfort Letter from the IBP. That release is expected for April 2025. After that release is granted, the Developer intends to proceed with closing. This Seventh Amendment extends the closing dates for the Market Rate parcels until July 31, 2025. No other substantive changes are considered. Staff requests approval. _________________________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 : 3/21/25 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Milkweed Development Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Development Agreement with EmpowerHer Development LLC, Milkweed Gardens Inc. and Herstoric Properties LLC for the Restoration of 512, 516, 520, and 530 S. Michigan Street SPECIFICS: The proposed development agreement with the above developers will help lead to the renovation of two buildings located at 530 S. Michigan and 516 S. Michigan Street. The buildings are known as the former Hope Rescue Mission and the Monarch Building respectively. Both buildings have been long-vacant and unused. The developers have envisioned transforming the two buildings and the vacant lot between them as Milkweed Commons. The end results will be 15 small businesses commercial spaces, community kitchen, and food market. The proposed agreement commits the Developer to expending a minimum of $2.2 million on the restoration of the property. The proposed agreement commits the Redevelopment Commission to expend no more than $350,000 to aiding in the redevelopment of the property including primarily replacement and installation of new roofs on the two buildings. The redevelopment of the property will allow for the activation of two long-vacant buildings in downtown South Bend. This activation and the creation of the Milkweed Commons campus will help the continued redevelopment of the south downtown, which has multiple active ongoing redevelopment projects. Projects like Milkweed Commons enhance the vibrancy of South Bend and ensure the stabilization of buildings vital to the urban fabric of the city. Staff recommends approval of the agreement. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of March 27, 2025 (the “Effective Date”), by and between EmpowerHer Development, LLC, an Indiana Limited Liability Company, with offices at 530 S. Michigan South Bend, Indiana 46601, and Milkweed Gardens Inc., an Indiana nonprofit corporation with offices at 1129 Riverside Dr, South Bend, IN, 46616and Herstoric Properties, LLC, an Indiana Limited Liability Company with offices at 614 S Saint Joseph St. South Bend, IN 46601 (collectively the “Developers”) and the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”)(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 Developers owns certain real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developers’ Property”); and WHEREAS, the Developers currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developers’ Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B; and WHEREAS, the Developers’ Property is located within the corporate boundaries of the City within the River West Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, The Commission believes that a completed Project will aid in the revitalization of south downtown South Bend and preserve two currently endangered buildings; 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: 2 SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Three Hundred and Fifty Thousand Dollars ($350,000.00) 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 Two Million Two Hundred Thousand Dollars ($2,200,000.00) 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 Developers’ Property. SECTION 2. INTERPRETATION, TERMS, AND RECITALS. 2.1 Interpretation. (a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b) Unless otherwise specified, references in this Agreement to (i) “Section” or “Article” shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this “Agreement” shall mean this Agreement and any exhibits and attachments hereto. (c) Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d) The terms “include,” “including,” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. 3 SECTION 3. ACCESS. 3.1 Grant of Easement. The Developers will grant to the Commission a temporary, non-exclusive easement on, in, over, under and across any part(s) of the Developers’ 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 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 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. 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 B and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The Developers will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.3 Cooperation. The 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 Improvement s, 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, 2028 (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 B. 4 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 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 E, demonstrating the Developers’ good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, and (iv) a status report of the number of jobs created for empl oyment at the Developers’ Property. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the 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. 5 4.10 Non-Interference. Developers hereby agree to use commercially reasonable efforts to minimize disruption for those living and working near the Developers’ 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 F attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The 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 C 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 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 Developers’ efforts to expedite the Project through any required planning, design, permitting, waiver, and related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5.4 Public Announcements, Press Releases, and Marketing Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developers. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel; however, Developers shall reimburse the Commission for its reasonable attorneys’ fees associated with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall the Commission be required to bear the fees and costs of the Developers’ attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7.1, then no default shall exist and the noticing Party shall take no further action. 7.2 Reimbursement Obligation. In the event that the Developers fail (a) to complete the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, then the Commission shall be entitled to recover from Developers, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual damages to the Commission, the City, and its citizens in the event of a default by Developers 7 would be difficult or impossible to determine, and the Liquidated Damages set forth above represents the best estimate of the Parties as to the amount of such damages at the time of execution and delivery of this Agreement. If the Developers fail to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the Project, including, redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a) The Project is a private development; (b) None of the Commission, the Board of Works, or the Developers has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developers expressly accepts the same; and (c) The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developers and agree that nothing contained herein or in any document executed 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 8 Commission or for any amount which may become due to the Developers, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developers or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developers agree to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of 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 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 itself and its successors and assigns, agree that during the construction of the Project: (a) The Developers will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developers agree to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developers will state, in all solicitations or advertisements for employees placed by or on behalf of the Developers, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developers: EMPOWERHER DEVELOPMENT LLC 530 S. Michigan South Bend, Indiana 46601 Milkweed Gardens Inc. 1129 Riverside Dr. South Bend, IN, 46616 Herstoric Properties LLC 614 S Saint Joseph St. South Bend, IN 46601 Commission: South Bend Redevelopment Commission 1400S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 10 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 Any Party may change its address for notice hereunder by notice to the other Parties given as set forth herein. 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 11 by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 12 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Eli Wax, Secretary EMPOWERHER DEVELOPMENT, LLC _________________________________ By: _____________________ Its: _____________________ MILKWEED GARDENS INC. ___________________________________ By: _____________________ Its: _____________________ HERSTORIC PROPERTIES, LLC ___________________________________ By: _____________________ Its: _____________________ 13 EXHIBIT A Description of Developers’ Property Tax ID No. 018-3017-0650 Parcel Key No. 71-08-12-307-005.000-026 Legal Description: Lot 11 Ex 23 Ft 10 7-8 In N Side Martins Add Commonly known as: 530 S. Michigan St. Tax ID No. 018-3017-0649 Parcel Key No. 71-08-12-307-004.000-026 Legal Description: LOT 10 & 23 FT 10 7/8 IN N SIDE LOT 11 MARTINS ADD Commonly known as: 520 S MICHIGAN ST Tax ID No. 018-3017-0646 Parcel Key No. 71-08-12-307-003.000-026 Legal Description: S 1/2 LOT 9 MARTINS ADD Commonly known as: 516 S MICHIGAN ST Tax ID No. 018-3017-0645 Parcel Key No. 71-08-12-307-002.000-026 Legal Description: N 1/2 LOT 9 MARTINS ADD Commonly known as: 512 S MICHIGAN ST 14 EXHIBIT B 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 development of certain property to renovate two existing commercial buildings at 530 S. Michigan Street and 516 S. Michigan Street, specifically: • 530 S. Michigan Street: o Provide a minimum of one (1) commercial space for rent which has received an individual Certificate of Occupancy from the St. Joseph County Building Department o Have a minimum of one (1) active business operating within space • 516 S. Michigan Street: o Provide a minimum of one (1) commercial space for rent which has received an individual Certificate of Occupancy from the St. Joseph County Building Department o Have a minimum of one (1) active business operating within space • Expend a minimum of $2,200,000 in restoration of the total Property 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 complete upon the issuance of Certificates of Occupancy. 15 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: • Installation and restoration of the roofs of both 530 S. Michigan Street and 516 S. Michigan Street. • Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The 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. 16 EXHIBIT D Form of Easements 17 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _________ of ____________, 2025 (the “Effective Date”), by and between Herstoric Properties LLC, an Indiana Limited Liability Company with offices at 614 S Saint Joseph St. South Bend, IN 46601 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated ____________, 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 Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. 18 IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: Herstoric Properties LLC Printed: Its: Manager STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared _________, to me known to be the Manager of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this __________ day of _______________, 20____. ________________________________________________ ___________________________________, Notary Public Residing in _________________ County, _____________ My Commission Expires: _______________________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 19 EXHIBIT 1 Description of Property Tax ID No. 018-3017-0646 Parcel Key No. 71-08-12-307-003.000-026 Legal Description: S 1/2 LOT 9 MARTINS ADD Commonly known as: 516 S MICHIGAN ST 20 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _________ of ____________, 2025 (the “Effective Date”), by and between EMPOWERHER DEVELOPMENT LLC, an Indiana Limited Liability Company, with offices at 530 S. Michigan South Bend, Indiana 46601 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 2 (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 ____________, 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 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. 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: EMPOWERHER DEVELOPMENT LLC Printed: Its: Manager STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared _________, to me known to be the Manager of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this __________ day of _______________, 20____. ________________________________________________ ___________________________________, Notary Public Residing in _________________ County, _____________ My Commission Expires: _______________________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 22 EXHIBIT 2 Description of Property Tax ID No. 018-3017-0650 Parcel Key No. 71-08-12-307-005.000-026 Legal Description: Lot 11 Ex 23 Ft 10 7-8 In N Side Martins Add Commonly known as: 530 S. Michigan St. 23 EXHIBIT E Form of Report to Commission 24 City of South Bend Department of Community Investment Development Agreement Review Answer the below questions and return to the Department of Community Investment. Project Information Project Name: __________________________________________________________ Address: _______________________________________________________________ Construction Completed to Date: Project Schedule Update: Itemized Accounting of Private Investment to Date: Number of Jobs Created: Name: _______________________________________ Address: _______________________________________ _______________________________________ Position: _______________________________________ Email: _______________________________________ Signature: ___________________________________ Date: ___________________ 25 EXHIBIT F Minimum Insurance Amounts A. Worker’s Compensation 1. State Statutory 2. Applicable Federal Statutory 3. Employer’s Liability $100,000.00 B. Comprehensive General Liability 1. Bodily Injury a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate Products and Completed Operation 2. Property Damage a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate C. Comprehensive Automobile Liability 1. Bodily Injury a. $500,000.00 Each Person b. $500,000.00 Each Accident 2. Property Damage a. $500,000.00 Each Occurrence South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 3/21/25 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: Penny Hill Development Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Development Agreement with Penny Hill Homes LLC for the Restoration of 425 & 435 S. Michigan Street SPECIFICS: The proposed development agreement with Penny Hill Homes LLC (the “Developer”) is for the renovation of 425 & 435 S. Michigan Street. The property, known as the Inwoods Building, has been vacant and dilapidated on the southern edge of downtown South Bend for over two decades. The proposed agreement commits the Developer to expending a minimum of $1.44 million on the restoration of the property and the creation of a minimum of three commercial spaces for rent, each receiving a Certificate of Occupancy from the Building Department. The proposed agreement commits the Redevelopment Commission to expending no more than $350,000 to aiding in the redevelopment of the property including primarily replacement and installation of a new roof. The redevelopment of the property will allow for the activation of a long-vacant building in downtown South Bend. This activation will help the continued redevelopment of the south downtown which has multiple active ongoing redevelopment projects as well as preserving a remaining piece of the historic urban fabric of downtown South Bend. Staff recommends approval of the agreement. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of March 27, 2025 (the “Effective Date”), by and between the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and PENNY HILL HOMES LLC, an Indiana Limited Liability Company, with offices at 1512 E. Wayne Street, South Bend, Indiana 46615 (the “Developer”) (each, a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953 , as amended (I.C. 36-7-14 et seq., the “Act”); and WHEREAS, the Act provides that the clearance, replanning, and redevelopment of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, the Developer owns certain real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developer Property”); and WHEREAS, the Developer currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B; and WHEREAS, the Developer Property is located within the corporate boundaries of the City within the River West Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, The Commission believes that a completed Project will aid in the revitalization of south downtown South Bend and preserve an endangered building; 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: 2 SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Three Hundred and Fifty Thousand Dollars ($350,000.00) 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 One Million Four Hundred and Forty-Four Thousand Dollars ($1,440,000.00) 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. 3 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 and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER’S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 The Project. (a) The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement. 4.3 Cooperation. The Developer agrees to endorse and support the Commission’s efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.4 Obtain Necessary Easements. The Developer agrees to obtain any and all easements from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvement s, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.5 Timeframe for Completion. The Developer hereby agrees to complete the Project as set forth in the Project Plan and any other obligations the Developer may have under this Agreement by December 31, 2027 (the “Mandatory Project Completion Date”). The Developer further agrees the total Project will be completed in accordance with the Project Plan attached hereto as Exhibit B. 4 Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. 4.6 Reporting Obligations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b) On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report, in the format set forth as Exhibit E, demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, and (iv) a status report of the number of jobs created for employment at the Developer Property. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City’s Executive Director Department of Community Investment, or his or her designee, who may approve or disapprove said plans and specifications for the Project in his or her sole discretion and may request revisions or amendments to be made to the same. 4.8 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of planning, construction, management, and all other activities or purposes associated with the Project (including legal, architectural, and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.9 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City of South Bend Engineering Department (the “Engineering Department”). The Engineering Department may approve or disapprove said bid specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. The Commission shall not be required to expend the Funding Amount unless the Engineering Department has approved all bid specifications. 5 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 shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit F attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission’s commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public Improvements. (a) The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit C attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.9 (“Specifications for Local Public Improvements”) of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the Engineering Department or its designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for such purpose. If Developer chooses not to pay any such excess costs of the Local Public 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; however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the 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 the Commission shall be entitled to recover from Developer, 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 would 7 be difficult or impossible to determine, and the Liquidated Damages set forth above represents the best estimate of the Parties as to the amount of such damages at the time of execution and delivery of this Agreement. If the Developer fails to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the Project, including, redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a) The Project is a private development; (b) None of the Commission, the Board of Works, or the 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 8 Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not 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 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developer: Penny Hill Homes LLC 1512 E. Wayne Street South Bend, IN 46601 Attn: Sarah Hill With a copy to: ______________________________ ______________________________ ______________________________ Attn: _________________________ Commission: South Bend Redevelopment Commission 1400S County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 10 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 Either Party may change its address for notice hereunder by notice to the other Parties given as set forth herein. 9.9 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana. 9.10 Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission’s consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 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. 11 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 12 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Eli Wax, Secretary PENNY HILL HOMES LLC ______________________________ Sarah Hill, Manager 13 EXHIBIT A Description of Developer Property Tax ID No. 018-3016-060001 Parcel Key No. 71-08-12-303-020.000-026 Commonly known as: 425 S. Michigan St. South Bend IN 46601 Tax ID No. 018-3016-060002 Parcel Key No. 71-08-12-303-021.000-026 Tax ID No. 018-3016-0600 Parcel Key No. 71-08-12-303-019.000-026 Commonly known as: 435 S. Michigan St. South Bend IN 46601 Tax ID No. 018-3016-060003 Parcel Key No. 71-08-12-303-022.000-026 14 EXHIBIT B Project Plan The Developer will complete the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: The Developer will complete the development of certain property to renovate and reactivate the Property , specifically: •Provide at a minimum three (3) commercial spaces for rent, each receiving individual Certificates of Occupancy issued from the St. Joseph County Building Department •Have a minimum of three (3) active businesses operating in the Property. •Invest no less than $1.44 million into the Property for its renovation and restoration The Developer will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. The structures will be considered complete upon the issuance of Certificates of Occupancy. 15 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: • Replacement and installation of a new roof; and • Construction of curbs, sidewalks, and/or pedestrian walkways. • Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The Developer shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.9 (“Specifications for Local Public Improvements”) or that require funding above the Funding Amount are the sole responsibility of the Developer. 16 EXHIBIT D Form of Easement 17 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the _________ of ____________, 2025 (the “Effective Date”), by and between Penny Hill Homes LLC, an Indiana Limited Liability Company, with offices at 1512 E. Wayne St, South Bend, Indiana 46601(the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 1400S County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated ____________, 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 Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. 18 IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: Penny Hill Homes LLC Printed: Sarah Hill Its: Manager STATE OF _________________ ) ) SS: COUNTY OF _________________ ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Sarah Hill, to me known to be the Manager of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this __________ day of _______________, 20____. ________________________________________________ ___________________________________, Notary Public Residing in _________________ County, _____________ My Commission Expires: _______________________ I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 19 EXHIBIT 1 Description of Property Tax ID No. 018-3016-060001 Parcel Key No. 71-08-12-303-020.000-026 Commonly known as: 425 S. Michigan St. South Bend IN 46601 Tax ID No. 018-3016-060002 Parcel Key No. 71-08-12-303-021.000-026 Tax ID No. 018-3016-0600 Parcel Key No. 71-08-12-303-019.000-026 Commonly known as: 435 S. Michigan St. South Bend IN 46601 Tax ID No. 018-3016-060003 Parcel Key No. 71-08-12-303-022.000-026 20 EXHIBIT E Form of Report to Commission 21 City of South Bend Department of Community Investment Development Agreement Review Answer the below questions and return to the Department of Community Investment. Project Information Project Name: __________________________________________________________ Address: _______________________________________________________________ Construction Completed to Date: Project Schedule Update: Itemized Accounting of Private Investment to Date: Number of Jobs Created: Name: _______________________________________ Address: _______________________________________ _______________________________________ Position: _______________________________________ Email: _______________________________________ Signature: ___________________________________ Date: ___________________ 22 EXHIBIT F Minimum Insurance Amounts A. Worker’s Compensation 1. State Statutory 2. Applicable Federal Statutory 3. Employer’s Liability $100,000.00 B. Comprehensive General Liability 1. Bodily Injury a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate Products and Completed Operation 2. Property Damage a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate C. Comprehensive Automobile Liability 1. Bodily Injury a. $500,000.00 Each Person b. $500,000.00 Each Accident 2. Property Damage a. $500,000.00 Each Occurrence South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 3/24/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Budget Request – Main Wayne Parking Garage Elevator Repair Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Budget Request for $550,000 for repair of the elevator at the Main Wayne Parking Garage located at 119 W Wayne St. SPECIFICS: On June 20, 2024, the Redevelopment Commission closed on the property commonly known as the Main Wayne Parking Garage located at 119 W Wayne St with the desire of opening it has a full public parking garage. Staff of both Venues Parks and the Arts and the RDC have been going through the process of getting the garage ready for public parking. This included updating signage, computer systems and internet connectivity, as well as new gate equipment. The intention is the garage will operate similar to the other three downtown public parking garages. As the south portion of downtown continues to be redeveloped and new buildings are constructed on existing parking lots, the need for public parking will grow. The elevator in the building currently needs reconstructed and repaired. The $550,000 would cover the consultation, design, and replacement of the elevator. Staff recommends approval. _________________________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 TO: South Bend Redevelopment Commission FROM: Kyle Willis, Controller, City of South Bend DATE: March 25, 2025 RE: Annual Fiscal Report (IC 36-7-14-8) 2024 Fiscal Report A. Overview Under Indiana Code (“IC”) 36-7-14-8(b), the treasurer1 of the South Bend Redevelopment Commission (the “Commission”) is required to report annually to the Commission. The report below provides an overview of the Tax Increment Financing (TIF) activity for fiscal year 2024, including revenues and expenses, as well as 2025 anticipated property tax increment revenues for each allocation area. B. 2024 Revenue For all allocation areas (TIF districts), incremental property tax revenue increased $4.23 million (11.5%) in 2024 compared to 2023. As shown in the table below, there was a positive change in incremental property tax revenue for every TIF district from the prior year. The table also provides projected 2025 revenues, which is assumed to be a 1.02 percent increase over 2024 revenues. TIF District FY25 Projected FY24 Actuals FY23 Actuals YoY Change River West TIF District $ 20,930,769 $ 20,520,362 $ 19,559,921 4.9% West Washington TIF District 622,319 610,117 490,344 24.4% River East 1 (Northeast) TIF District 8,386,270 8,221,833 6,216,898 32.2% Southside TIF District #1 3,514,176 3,445,271 2,986,918 15.3% Douglas Road TIF District 353,015 346,093 233,288 48.4% River East 2 (Northeast Residential) TIF District 7,954,585 7,798,613 7,228,216 7.9% Total Property Tax Revenue $ 41,761,134 $ 40,942,289 $ 36,715,585 11.5% 1 Per IC 36-7-14-8(b), the “treasurer” of the Commission is defined as the “fiscal officer of the unit establishing a redevelopment commission.” The Controller is the “fiscal officer” for the City of South Bend. South Bend Redevelopment Commission 2 C. 2024 Expenses The table below summarizes total expenditures in 2024 for each TIF district with a net increase of approximately $22.68 million (59.7%) in comparison to 2023. The majority of expenditures in 2024 are for public improvements. However, $13.53 million was attributed to debt service and approximately $565,000 was attributed to legal, engineering, and administrative service costs. Expenditures in 2024 include the costs incurred for the purchase of the Leighton Healthplex building ($4.00 million) and the Main/Wayne parking garage ($2.70 million). The two expenses are associated with the “Madison Lifestyle District” development, a project for which the City will be reimbursed $11.78 million through a READI grant. The City was reimbursed $556,700 by READI in 2024 and has been reimbursed about $4.86 million so far in 2025. TIF District FY24 Actuals FY23 Actuals YoY Change River West TIF District $ 39,245,605 $ 22,354,045 75.6% West Washington TIF District 1,208,357 99,745 1111.4% River East 1 (Northeast) TIF District 5,176,736 3,834,024 35.0% Southside TIF District #1 8,034,036 6,447,977 24.6% Douglas Road TIF District - - 0.0% River East 2 (Northeast Residential) TIF District 6,992,824 5,236,835 33.5% Total Expenditure $ 60,657,558 $ 37,972,627 59.7% D. Debt Service In 2024, total debt service was approximately $13.53 million and included two revenue bonds reaching maturity—the 2011 Airport Development Area TIF Bond (Refunding 2003) and the 2011 South Bend Downtown Central Development TIF Bond (Refunding 2003). The Commission also issued a $24 million bond in March 2024 for the development of the “Madison Lifestyle District” with payments set to begin in January 2025. TIF District FY24 Debt Service Payments River West TIF District $ 8,195,425 River East 1 (Northeast) TIF District 784,200 River East 2 (Northeast Residential) TIF District 4,554,889 Grand Total $ 13,534,514 E. Year-End Fund Balance TIF District FY24 Actuals FY23 Actuals YoY Change River West TIF District $ 28,107,758 $ 34,088,454 -17.5% West Washington TIF District 1,346,604 1,883,190 -28.5% River East 1 (Northeast) TIF District 21,696,392 14,630,846 48.3% Southside TIF District #1 8,620,393 12,834,453 -32.8% Douglas Road TIF District 980,537 604,408 62.2% River East 2 (Northeast Residential) TIF District 10,131,628 9,025,377 12.3% Grand Total $ 70,883,312 $ 73,066,730 -3.0%