HomeMy WebLinkAbout5A2 Development Agreement (Milkweed Gardens Inc.) - SignedSouth Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : 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
March 27, 2025
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:
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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.
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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.
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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.
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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
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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
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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
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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.
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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
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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
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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
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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
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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.
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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.
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EXHIBIT D
Form of Easements
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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.
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.
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.
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EXHIBIT E
Form of Report to Commission
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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: ___________________
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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