HomeMy WebLinkAbout5A2 Resolution Nos. 3637 & 3638 RIF Bonds (Drewrys Portage Elwood) - SignedSouth Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : 4/22/2025
FROM: Joe Molnar, Assistant Director of Growth &
Opportunity
SUBJECT: Resolutions and Public Hearing Supporting
Residential Infrastructure Improvements at the
Drewrys Site
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: (1) Resolution No. 3637 authorizing the issuance of bonds in support of a residential
development at the Drewrys Site; (2) Public hearing on the appropriation of bond proceeds; and (3) Resolution
No. 3638 appropriating proceeds from the sale of bonds to support infrastructure improvements at the Drewrys
Site.
SPECIFICS: The Commission will consider two resolutions that, if adopted, would authorize the issuance and
repayment of bonds as well as appropriate the proceeds from the sale of the bonds in support of residential
infrastructure improvements at the Drewrys Site. The Commission will also hold a public hearing on the
appropriation of bond proceeds.
On April 10, 2025, the Commission adopted Resolution No. 3633, which provided a preliminary determination to
issue bonds for the purpose of financing all or a portion of the costs associated with the Drewrys Site
revitalization residential housing development. Resolution No. 3633 also authorized bond payments to be made
using tax increment and other legally available revenues from the River West Development Area.
The Commission will now consider the following resolutions:
•Resolution No. 3637: Authorizing Tax Increment Revenue Bonds Supporting Residential
Infrastructure Improvements at the Drewrys Site
o Authorizes the issuance of bonds in a principal amount not to exceed $2.57 million for the
purpose of paying for cost related to the Drewrys residential project
o Asserts that the bonds shall be payable from and secured by an irrevocable pledge of Tax
Increment from the River West Development Area
o Authorizes the City to enter into a Financial Assistance Agreement with the Indiana Finance
Authority
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
April 24, 2025
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
•Resolution No. 3638: Appropriating the Proceeds of the Tax Increment Revenue Bonds for the
Purpose of Residential Infrastructure Improvements at the Drewrys Site
o Appropriates the proceeds of the bond sale for purposes of providing funds to pay the costs
of the Drewrys residential project, including related costs and the costs of issuing the
bonds.
The RIF loan can be used for the continued environmental remediation, installation of public utilities, and related
public infrastructure improvements to support the Drewrys Site Revitalization residential housing development.
The RIF loan funds can also be used for legal counsel and municipal advisory services related to the issuance of
the bonds.
If Resolution No. 3637 and Resolution No. 3638 are adopted, then staff would present to the Common Council at
its May 12 meeting a resolution that would approve the issuance of TIF Revenue Bonds.
SOUTH BEND REDEVELOPMENT COMMISSION
RESOLUTION NO. 3637
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF TAX INCREMENT
REVENUE BONDS FOR THE PURPOSE OF PROVIDING FUNDS FOR
THE COSTS OF CERTAIN LOCAL PUBLIC IMPROVEMENTS THAT
SUPPORT RESIDENTIAL HOUSING DEVELOPMENT AND
INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON
ACCOUNT OF THE ISSUANCE OF THE BONDS
WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the
governing body of the South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bend, Indiana (the “District”), exists and operates under the provisions of
Indiana Code 36-7-14, as amended from time to time (the “Act”); and
WHEREAS, the Commission has previously designated and declared an area in the City
of South Bend, Indiana (the “City”) known as the River West Development Area as an economic
development area (the “Area”) and designated portions of the Area from time to time as allocation
areas pursuant to Section 39 of the Act (each such allocation area within the Area, excluding the
Riverwalk Allocation Area designated by Resolution No. 3627 adopted by the Commission on
January 9, 2025, an “Allocation Area” and collectively, the “Allocation Areas”); and
WHEREAS, the Commission has previously created an allocation fund for each of the
Allocation Areas (each an “Allocation Fund and collectively, the “Allocation Funds”), and has
provided that tax increment revenues derived from each respective Allocation Area (collectively,
the “Tax Increment”) shall be deposited into the respective Allocation Fund; and
WHEREAS, the Commission previously has adopted Resolution No. 3633 at a meeting
held on April 10, 2025, preliminarily determining to issue bonds for the purpose of financing the
cost of certain local public improvements in or serving the Allocation Areas that support the
redevelopment of the Drewrys Site located at 1408 Elwood Avenue in the City (the “Project Site”)
into a new residential housing development, including without limitation (i) continued
environmental remediation of the Project Site, (ii) the construction of new streets, curbs, sidewalks
and tree lawns, (iii) the construction of a storm sewer system, (iv) the installation of sanitary sewer
lines, (v) the installation of water main lines and a lateral connection system and (vi) the
installation of street lighting, (items (i) through and including (vi), collectively, the “Project”); and
WHEREAS, the Commission now deems it advisable to issue bonds of the District issued
in the name of the City and payable solely out of Tax Increment pledged therefor and any legally
available revenues of the Commission, designated as the “City of South Bend, Indiana
Redevelopment District Taxable Tax Increment Revenue Bonds, Series 2025 (Residential
Infrastructure Fund Loan)” (with such further or different designation as the President of the
Commission shall approve) (the “Bonds”), in one or more series, in an original principal amount
not to exceed Two Million Five Hundred Seventy Thousand Dollars ($2,570,000) (the “Authorized
Amount”) for the purpose of providing funds to pay for all or any portion of (a) the costs related
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to the Project, (b) funding of a debt service reserve to secure the payment of the Bonds, if
necessary, and (c) the costs of issuance and expenses incurred in connection with and on account
of the issuance and sale of the Bonds; and
WHEREAS, the District has previously pledged the Tax Increment to pay the principal of
and interest on the City of South Bend, Indiana Taxable Economic Development Tax Increment
Revenue Bonds, Series 2020 (Community Education Center Project) (the “2020 Obligation”) and
the Commission has previously issued its City of South Bend, Indiana Redevelopment District
Bonds, Series 2018 (the “2018 Obligation”) and entered into certain leases with the South Bend
Redevelopment Authority (the “Authority”) pursuant to which the Commission pays lease rentals
to the Authority which the Authority applies to pay the principal of and interest on the Authority’s
Lease Rental Revenue Refunding Bonds, Series 2013 (Century Center Project), Lease Rental
Revenue Bonds of 2015, Lease Rental Revenue Bonds of 2019 (Double Tracking Project), Lease
Rental Revenue Bonds of 2023, Series A and Taxable Lease Rental Revenue Bonds of 2024, Series
B (Madison Lifestyle District Project) (such lease rental obligations and the 2018 Obligation being
collectively referred to herein as the “Junior Obligations”) (the Junior Obligations, together with
the 2020 Obligation, the “Outstanding Obligations”); and
WHEREAS, the debt service and lease rentals, respectively, for the Junior Obligations are
each payable from the levy of a special tax upon all of the taxable property within the District (the
“Special Tax”), but the Commission has used and reasonably expects to continue to use Tax
Increment to pay all or a portion of the respective debt service and lease rentals for the Junior
Obligations; and
WHEREAS, the Bonds to be issued pursuant to this resolution will constitute a first charge
against the Tax Increment on parity with the 2020 Obligation and senior to the payment of the
Junior Obligations to allow the Commission to avoid the need to levy the Special Tax; and
WHEREAS, other than the Outstanding Obligations, there are no other bonds, pledges or
obligations payable from the Tax Increment; and
WHEREAS, the Commission may enter into one or more Residential Housing
Infrastructure Financial Assistance Agreements (substantially in the form attached as Exhibit A
hereto and made a part hereof), together with any subsequent amendments thereto (the “Financial
Assistance Agreement”), with the Indiana Finance Authority (the “Authority”) as part of its
residential housing infrastructure assistance program, established and existing pursuant to Ind.
Code 5-1.2-15.5 (the “IFA Program”), and may enter into a Trust Indenture or a Depositary
Agreement (each being referred to herein as the “Agreement”) by and between the District and a
bank, all pertaining to the Project and the financing of the Project if the Bonds are sold to the
Indiana Finance Authority under the IFA Program; and
WHEREAS, it would be of public utility and benefit and in the best interests of the District
and its citizens to pay the costs of the Project and of the sale and issuance of the Bonds, which will
provide special benefits to property owners in the District; and
WHEREAS, the amount of proceeds of the Bonds allocated to pay costs of the Project,
together with estimated investment earnings thereon, does not exceed the cost of the Project, as
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estimated by the Commission; and
WHEREAS, the Project to be financed by the Bonds is located in, or directly serves and
benefits, the Allocation Areas; and
WHEREAS, all conditions precedent to the adoption of a resolution authorizing the
issuance of the Bonds have been complied with in accordance with the applicable provisions of
the Act;
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND
REDEVELOPMENT COMMISSION AS FOLLOWS:
Section 1. Authorization for Bonds. In order to provide financing for the Project as
described above and the costs of selling and issuing the Bonds, the District shall borrow money,
and the City, acting for and on behalf of the District, shall issue the Bonds as herein authorized.
Section 2. General Terms of Bonds.
(a)Issuance of Bonds. In order to procure said loan for such purposes, the Commission
hereby authorizes the issuance of the Bonds, in one or more series, as described herein. The
Controller of the City (the “Controller”) is hereby authorized and directed to have prepared and to
issue and sell the Bonds as negotiable, fully registered bonds of the District, in one (1) or more
series, in an aggregate amount not to exceed the Authorized Amount.
The Bonds shall be signed in the name of the City, acting for and on behalf of the District,
by the manual or facsimile signature of the Mayor of the City (the “Mayor”) and attested by the
manual or facsimile signature of the Controller, who shall affix or caused to be affixed the seal of
the City to each of the Bonds manually or shall have the seal imprinted or impressed thereon by
facsimile or other means. In case any officer whose signature or facsimile signature appears on
the Bonds shall cease to be such officer before the delivery of Bonds, such signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in office until
delivery thereof. The Bonds also shall be, and will not be valid or become obligatory for any
purpose or entitled to any benefit under this resolution unless and until, authenticated by the
manual signature of the Registrar (as defined in Section 4 hereof). Subject to the provisions of this
Resolution regarding the registration of the Bonds, the Bonds shall be fully negotiable instruments
under the laws of the State of Indiana.
The Bonds (i) shall be numbered consecutively from R-1 upward, (ii) shall be issued in
denominations of Five Thousand Dollars ($5,000), or any integral multiple thereof, or shall be
issued in denominations of One Hundred Thousand Dollars ($100,000) and integral multiples of
Five Thousand Dollars ($5,000) above such amount (or $1.00 or any integral multiple thereof
consistent with the requirements of the IFA Program), as determined by the Controller or President
of the Commission (the “President”), (iii) shall be originally dated as of the date of issuance of the
Bonds, and (iv) shall bear interest payable semi-annually on each February 1 and August 1,
beginning on a date determined by the President at the time of the sale of the Bonds based upon
the advice of the Commission’s municipal advisor but in any event not earlier than August 1, 2025,
at a rate or rates not exceeding five and one-half percent (5.5%) per annum (the exact rate or rates
to be determined by negotiation as set forth in Section 6 hereof), calculated on the basis of a 360-
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day year comprised of twelve 30-day months.
The Bonds shall mature serially on the dates determined by the President at the time of the
sale of the Bonds, over a period beginning not earlier than August 1, 2025, and ending not later
than 20 years from the date of issuance, each serial maturity to be in such principal amount as
determined by the President, with the advice of the Commission’s municipal advisor; provided
that if the Bonds are sold to the Indiana Finance Authority as part of the IFA Program, then in such
amounts that will produce annual debt service that is as level as practicable, except as otherwise
provided in the Financial Assistance Agreement. The Bonds may be issued as either taxable or
tax-exempt bonds for purposes of the Internal Revenue Code based solely on the determination of
the President upon advice of the Commission’s bond counsel at the time of issuance of the Bonds.
Notwithstanding anything to the contrary herein, all or a portion of the Bonds may be aggregated
into and issued as one or more term bonds. The term bonds will be subject to mandatory sinking
fund redemption with sinking fund payments and final maturities corresponding to the serial
maturities described above. Sinking fund payments shall be applied to retire a portion of the term
bonds as though it were a redemption of serial bonds, and, if more than one term bond of any
maturity is outstanding, redemption of such maturity shall be made by lot. Sinking fund
redemption payments shall be made in a principal amount equal to such serial maturities, plus
accrued interest to the redemption date, but without premium or penalty. For all purposes of this
resolution, such mandatory sinking fund redemption payments shall be deemed to be required
payments of principal which mature on the date of such sinking fund payments. Appropriate
changes shall be made in the definitive form of Bonds, relative to the form of Bonds contained in
this resolution, to reflect any mandatory sinking fund redemption terms.
Notwithstanding anything contained herein, the City may accept any other forms of
financial assistance, as and if available, from the IFA Program (including without limitation any
forgivable loans, grants or other assistance whether available as an alternative to any Bond related
provision otherwise provided for herein or as a supplement or addition thereto). If required by the
IFA Program to be eligible for such financial assistance, one or more of the series of the Bonds
issued hereunder may be issued on a basis such that the payment of the principal of or interest on
(or both) such series of Bonds is junior and subordinate to the payment of the principal of and
interest on other series of Bonds issued hereunder (and/or any other revenue bonds secured by a
pledge of the Tax Increment, whether now outstanding or hereafter issued), all as provided by the
terms of such series of Bonds as modified pursuant to this authorization. Such financial assistance,
if any, shall be as provided in the Financial Assistance Agreement and the Bonds of each series of
Bonds issued hereunder (including any modification made pursuant to the authorization in this
paragraph to the form of Bond otherwise contained herein).
(b)Source of Payment. The Bonds, together with any bonds ranking on a parity
therewith, shall be payable from and secured by an irrevocable pledge of Tax Increment derived
from each of the Allocation Areas and deposited into the respective Allocation Fund, along with
any legally available revenues of the Commission, on a parity with the 2020 Obligation and senior
to the payment of the Junior Obligations. For the avoidance of doubt, tax increment revenues
derived from the Riverwalk Allocation Area designated within the Area are not pledged to the
payment of principal of and interest on the Bonds.
(c) Payments. All payments of interest on the Bonds shall be paid by check mailed
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one business day prior to the interest payment date to the registered owners thereof as of the
fifteenth (15th) day of the month prior to the month in which interest is payable (the “Record Date”)
at the addresses as they appear on the registration and transfer books of the Commission kept for
that purpose by the Registrar (the “Registration Record”) or at such other address as is provided
to the Paying Agent (as defined in Section 4 hereof) in writing by such registered owner. Each
registered owner of One Million Dollars ($1,000,000) or more in principal amount of Bonds shall
be entitled to receive interest payments by wire transfer by providing written wire instructions to
the Paying Agent before the Record Date for such payment. All principal payments and premium
payments, if any, on the Bonds shall be made upon surrender thereof at the principal office of the
Paying Agent, in any U.S. coin or currency which on the date of such payment shall be legal tender
for the payment of public and private debts, or in the case of a registered owner of $1,000,000 or
more in principal amount of Bonds, by wire transfer on the due date upon written direction of such
owner provided at least fifteen (15) days prior to the maturity date or redemption date.
Interest on Bonds shall be payable from the interest payment date to which interest has
been paid next preceding the authentication date thereof unless such Bonds are authenticated after
the Record Date for an interest payment and on or before such interest payment date in which case
they shall bear interest from such interest payment date, or unless authenticated on or before the
Record Date for the first interest payment date, in which case they shall bear interest from the
original date, until the principal shall be fully paid.
(d)Transfer and Exchange. Each Bond shall be transferable or exchangeable only
upon the Registration Record, by the registered owner thereof in writing, or by the registered
owner’s attorney duly authorized in writing, upon surrender of such Bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the registered
owner or such attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate
principal amount, and of the same maturity, shall be executed and delivered in the name of the
transferee or transferees or the registered owner, as the case may be, in exchange therefor. The
costs of such transfer or exchange shall be borne by the Commission, except for any tax or
governmental charges required to be paid in connection therewith, which shall be payable by the
person requesting such transfer or exchange. The City, the Commission, the Registrar and the
Paying Agent may treat and consider the persons in whose names such Bonds are registered as the
absolute owners thereof for all purposes including for the purpose of receiving payment of, or on
account of, the principal thereof and interest and premium, if any, due thereon.
(e)Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated,
lost, stolen or destroyed, the City may execute and the Registrar may authenticate a new bond of
like date, maturity and denomination as that mutilated, lost, stolen or destroyed, which new bond
shall be marked in a manner to distinguish it from the bond for which it was issued, provided that,
in the case of any mutilated bond, such mutilated bond shall first be surrendered to the Registrar,
and in the case of any lost, stolen or destroyed bond there shall be first furnished to the Registrar
evidence of such loss, theft or destruction satisfactory to the Controller and the Registrar, together
with indemnity satisfactory to them. In the event any such bond shall have matured, instead of
issuing a duplicate bond, the City and the Registrar may, upon receiving indemnity satisfactory to
them, pay the same without surrender thereof. The City and the Registrar may charge the owner
of such Bond with their reasonable fees and expenses in this connection. Any Bond issued
pursuant to this paragraph shall be deemed an original, substitute contractual obligation of the City,
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acting for and on behalf of the District, whether or not the lost, stolen or destroyed Bond shall be
found at any time, and shall be entitled to all the benefits of this resolution, equally and
proportionately with any and all other Bonds issued hereunder.
Section 3. Terms of Redemption. The Bonds may be made redeemable at the option
of the Commission, upon notice duly given in accordance with the terms hereof, in whole or in
part, in any order of maturities selected by the Commission and by lot within a maturity (or in the
case of any Bonds sold to the Indiana Finance Authority, in inverse order of maturity), on dates and with
premiums, if any, and other terms as determined by the President with the advice of the
Commission’s municipal advisor, as evidenced by delivery of the form of Bonds to the Controller;
provided, however, if the Bonds are sold to the Indiana Finance Authority through its IFA Program
and registered in the name of the Indiana Finance Authority, the Bond shall not be redeemable at
the option of the Commission unless and until consented to by the Indiana Finance Authority. The
exact redemption dates and premiums, if any, shall be established by the President of the
Commission, with the advice of the Commission’s municipal advisor, prior to the sale of the
Bonds.
Notice of redemption shall be mailed by first-class mail to the address of each registered
owner of a Bond to be redeemed as shown on the Registration Record not more than sixty (60)
days and not less than thirty (30) days prior to the date fixed for redemption except to the extent
such redemption notice is waived by owners of Bonds redeemed, provided, however, that failure
to give such notice by mailing, or any defect therein, with respect to any Bond shall not affect the
validity of any proceedings for the redemption of any other Bonds. The notice shall specify the
date and place of redemption, the redemption price and the CUSIP numbers, if any, of the Bonds
called for redemption. The place of redemption may be determined by the Commission. Interest
on the Bonds so called for redemption shall cease on the redemption date fixed in such notice if
sufficient funds are available at the place of redemption to pay the redemption price on the date so
named, and thereafter, such Bonds shall no longer be protected by this resolution and shall not be
deemed to be outstanding hereunder, and the holders thereof shall have the right only to receive
the redemption price.
All Bonds which have been redeemed shall be canceled and shall not be reissued; provided,
however, that one or more new registered bonds shall be issued for the unredeemed portion of any
Bond without charge to the holder thereof.
No later than the date fixed for redemption, funds shall be deposited with the Paying Agent
or another paying agent to pay, and such agent is hereby authorized and directed to apply such
funds to the payment of, the Bonds or portions thereof called for redemption, including accrued
interest thereon to the redemption date. No payment shall be made upon any Bond or portion
thereof called for redemption until such bond shall have been delivered for payment or cancellation
or the Registrar shall have received the items required by this resolution with respect to any
mutilated, lost, stolen or destroyed bond.
Section 4. Appointment of Registrar and Paying Agent. The Controller is hereby
appointed to serve as registrar and paying agent or designated to appoint a financial institution to
serve as registrar and paying agent for the Bonds (together with any successor, the “Registrar” or
“Paying Agent”). The Registrar is hereby charged with the responsibility of authenticating the
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Bonds, and shall keep and maintain the Registration Record at its office. Either the Mayor or the
Controller is hereby authorized to enter into such agreements or understandings with an institution
as will enable the institution to perform the services required of the Registrar and Paying Agent.
The Controller is authorized to pay such fees as an institution may charge for the services it
provides as Registrar and Paying Agent.
The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by
giving thirty (30) days written notice to the Commission and to each registered owner of the Bonds
then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon
the earlier appointment of a successor Registrar and Paying Agent by the Commission. Such notice
to the Commission may be served personally or be sent by first-class or registered mail. The
Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the
Commission, in which event the Commission may appoint a successor Registrar and Paying Agent.
The Commission shall notify each registered owner of the Bonds then outstanding of the removal
of the Registrar and Paying Agent. Notices to registered owners of the Bonds shall be deemed to
be given when mailed by first-class mail to the addresses of such registered owners as they appear
on the Registration Record. Any predecessor Registrar and Paying Agent shall deliver all the
Bonds, cash and investments related thereto in its possession and the Registration Record to the
successor Registrar and Paying Agent. At all times, the same entity shall serve as Registrar and
as Paying Agent.
Section 5. Form of Bonds.
(a)The form and tenor of the Bonds shall be substantially as follows, all blanks
to be filled in properly and all necessary additions and deletions to be made prior to delivery
thereof:
R-
UNITED STATES OF AMERICA
STATE OF INDIANA COUNTY OF ST. JOSEPH
CITY OF SOUTH BEND, INDIANA
REDEVELOPMENT DISTRICT TAXABLE TAX INCREMENT REVENUE BOND, SERIES
2025 (RESIDENTIAL INFRASTRUCTURE FUND LOAN)
Maturity
Date
Interest
Rate
Original
Date
Authentication
Date
_________ 1, 20__ __% ________, 20__ ________, 20__
REGISTERED OWNER:
PRINCIPAL SUM: ________________________________ Dollars ($______________)
The City of South Bend, Indiana (the “City”), acting for and on behalf of the South Bend
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Redevelopment District (the “District”), for value received, hereby promises to pay to the
Registered Owner set forth above, the Principal Sum set forth above on the Maturity Date set forth
above (unless this bond is subject to and is called for redemption prior to maturity as hereafter
provided), and to pay interest thereon until the Principal Sum shall be fully paid at the Interest Rate
per annum specified above from the interest payment date to which interest has been paid next
preceding the Authentication Date of this bond unless this bond is authenticated after the first day
of the month in which interest is payable (the “Record Date”) and on or before such interest
payment date in which case it shall bear interest from such interest payment date, or unless this
bond is authenticated on or before [January/July] 15, 20__ in which case it shall bear interest from
the Original Date, which interest is payable semi-annually on February 1 and August 1 of each
year, beginning on _____ 1, 20__. Interest shall be calculated on the basis of a 360-day year
comprised of twelve 30-day months.
Pursuant to the provisions of the Act and the Resolution (as hereinafter defined), the
principal of and interest on this bond and all other bonds of said issue, and any other bonds issued
hereafter on a parity herewith, are payable from the sources described in the Resolution, which
consist of allocated incremental taxes on certain property located in certain allocation areas (the
“Allocation Areas”) designated within the River West Development Area of the District received
by the District in accordance with Indiana Code 36-7-14-39 (the “Tax Increment”). The District
irrevocably pledges the Tax Increment to the prompt payment of principal of and interest on the
bonds authorized by the Resolution, of which this is one, and any bonds ranking on a parity
therewith, including, without limitation, the 2020 Obligation (as defined in the Resolution) and
senior to the payment of any obligations which by their terms are junior to the Bonds and the 2020
Obligation, including, without limitation, the Junior Obligations (as defined in the Resolution).
Reference is made to the Resolution for a more complete statement of the revenues from
which and conditions under which this bond is payable, a statement of the conditions on which
obligations may hereafter be issued on a parity with this bond, the manner in which the Resolution
may be amended and the general covenants and provisions pursuant to which this bond has been
issued.
The principal of and premium, if any, on this bond are payable at the principal office of
Bank of New York Mellon Trust Company, N.A. (the “Registrar” or “Paying Agent”), in
Indianapolis, Indiana. All payments of interest on this bond shall be paid by check mailed one
business day prior to the interest payment date to the Registered Owner as of the Record Date at
the address as it appears on the registration books kept by the Registrar or at such other address as
is provided to the Paying Agent in writing by the Registered Owner. All payments of principal of
and premium, if any, on this bond shall be made upon surrender thereof at the principal office of
the Paying Agent in any U.S. coin or currency which on the date of such payment shall be legal
tender for the payment of public and private debts, or in the case of a registered owner of
$1,000,000 or more in principal amount of bonds, by wire transfer on the due date upon written
direction of such owner provided at least fifteen (15) days prior to the maturity date or redemption
date.
This bond is one of an authorized issue of bonds of the District of like original date, tenor
and effect, except as to denomination, numbering, interest rates, redemption terms and dates of
maturity, in the total amount of [Two Million Five Hundred Seventy Thousand Dollars
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($2,570,000)], numbered consecutively from R-1 upward, issued for the purpose of providing
funds (a) to pay the costs of certain local public improvements located in or serving the Allocation
Areas that support residential housing development, (b) fund a debt service reserve fund (if
necessary), and (c) for the purpose of paying incidental expenses to be incurred in connection
therewith and on account of the sale and issuance of bonds therefor, as authorized by Resolution
No. _______ adopted by the South Bend Redevelopment Commission (the “Commission”) on the
24th day of April, 2025, entitled “A RESOLUTION OF THE SOUTH BEND
REDEVELOPMENT COMMISSION AUTHORIZING THE ISSUANCE OF BONDS FOR THE
PURPOSE OF PROVIDING FUNDS FOR THE COSTS OF CERTAIN LOCAL PUBLIC
IMPROVEMENTS THAT SUPPORT RESIDENTIAL HOUSING DEVELOPMENT AND
INCIDENTAL EXPENSES IN CONNECTION THEREWITH AND ON ACCOUNT OF THE
ISSUANCE OF THE BONDS” (the “Resolution”), and in accordance with the provisions of
Indiana law, including without limitation Indiana Code 36-7-14, Indiana Code 36-7-25 and other
applicable laws, as amended (collectively, the “Act”), all as more particularly described in the
Resolution. The owner of this bond, by the acceptance hereof, agrees to all the terms and
provisions contained in the Resolution and the Act.
THIS BOND DOES NOT CONSTITUTE AN OBLIGATION OR INDEBTEDNESS OF
THE DISTRICT OR THE CITY, BUT IS PAYABLE OUT OF ALLOCATED INCREMENTAL
TAXES ON CERTAIN PROPERTY LOCATED IN THE ALLOCATION AREAS AS SET
FORTH IN THE RESOLUTION AND DEPOSITED INTO THE RESPECTIVE ALLOCATION
FUNDS ESTABLISHED BY THE DISTRICT FOR SUCH ALLOCATION AREAS (THE “TAX
INCREMENT”), AS DESCRIBED IN THE RESOLUTION. NEITHER THE FULL FAITH
AND CREDIT NOR THE TAXING POWER OF THE CITY NOR THE DISTRICT IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS.
[The bonds of this issue are redeemable at the option of the Commission on any date, on
sixty (60) days’ notice, in whole or in part, in [any order of maturities selected by the
Commission][inverse order of maturity] and by lot within a maturity, at 100% of face value plus
accrued interest to the date fixed for redemption; provided, however, if the Bonds are sold to the
Indiana Finance Authority through its IFA Program and registered in the name of the Indiana
Finance Authority, the Bond shall not be redeemable at the option of the Commission unless and
until consented to by the Indiana Finance Authority. Each minimum authorized denomination in
principal amount shall be considered a separate bond for purposes of partial redemption.]
[The bonds of this issue maturing on _________, 20__, are subject to mandatory sinking
fund redemption by lot on the dates and in the principal amounts shown below, plus accrued
interest with without premium:
Date Principal Amount
*
* Final Maturity]
Notice of such redemption shall be mailed by first-class mail not more than sixty-five (65)
10
days and not less than sixty (60) days prior to the date fixed for redemption to the address of the
registered owner of each bond to be redeemed as shown on the registration record of the
Commission except to the extent such redemption notice is waived by owners of the bond or bonds
redeemed, provided, however, that failure to give such notice by mailing, or any defect therein,
with respect to any bond shall not affect the validity of any proceedings for the redemption of any
other bonds. The notice shall specify the date and place of redemption, the redemption price and
the CUSIP numbers of the bonds called for redemption. The place of redemption may be
determined by the Commission. Interest on the bonds so called for redemption shall cease on the
redemption date fixed in such notice if sufficient funds are available at the place of redemption to
pay the redemption price on the date so named, and thereafter, such bonds shall no longer be
protected by the Resolution and shall not be deemed to be outstanding thereunder.
This bond is subject to defeasance prior to payment or redemption as provided in the
Resolution.
If this bond shall not be presented for payment or redemption on the date fixed therefor,
the Commission may deposit in trust with the Paying Agent or another paying agent, an amount
sufficient to pay such bond or the redemption price, as the case may be, and thereafter the
Registered Owner shall look only to the funds so deposited in trust for payment and the City shall
have no further obligation or liability in respect thereto.
This bond is transferable or exchangeable only upon the registration record kept for that
purpose at the office of the Registrar by the Registered Owner in person, or by the Registered
Owner’s attorney duly authorized in writing, upon surrender of this bond together with a written
instrument of transfer or exchange satisfactory to the Registrar duly executed by the Registered
Owner or such attorney duly authorized in writing, and thereupon a new fully registered bond or
bonds in the same aggregate principal amount, and of the same maturity, shall be executed and
delivered in the name of the transferee or transferees or the Registered Owner, as the case may be,
in exchange therefor. The City, the Commission, any registrar and any paying agent for this bond
may treat and consider the person in whose name this bond is registered as the absolute owner
hereof for all purposes including for the purpose of receiving payment of, or on account of, the
principal hereof and interest and premium, if any, due hereon.
The bonds maturing on any maturity date are issuable only in the denomination of [$5,000
or any integral multiple thereof/One Hundred Thousand Dollars ($100,000) and integral multiples
of Five Thousand Dollars ($5,000) above such amount/$1.00 and integral multiples thereof], not
exceeding the aggregate principal amount of the bonds maturing on such date.
It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the execution, issuance and delivery of this bond have been done and performed
in regular and due form as provided by law.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
11
IN WITNESS WHEREOF, the South Bend Redevelopment Commission, State of Indiana,
has caused this bond to be executed in the name of such City, for and on behalf of the
Redevelopment District of said City, by the manual or facsimile signature of the Mayor, and
attested by manual or facsimile signature by the Controller of said City, and the seal of said City
or a facsimile thereof to be affixed, engraved, imprinted or otherwise reproduced hereon.
CITY OF SOUTH BEND, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Controller
REGISTRAR’S CERTIFICATE OF AUTHENTICATION
It is hereby certified that this bond is one of the bonds described in the within-mentioned
Resolution duly authenticated by the Registrar.
By:
as Registrar
,
Authorized Representative
The following abbreviations, when used in the inscription on the face of this bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN. COM. as tenants in common
TEN. ENT. as tenants by the entireties
JT. TEN. as joint tenants with right of survivorship and not as
tenants in common
UNIF. TRANS.
MIN. ACT __________________Custodian
____________________
(Cust) (Minor)
under Uniform Transfers to Minors Act
(State)
12
Additional abbreviations may also be used although not in the
above list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
________________________________________ (Please Print or Typewrite Name and Address
and Social Security or Other Identifying Number) $__________________ principal amount (must
be a multiple of $_____) of the within bond and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney to transfer the within bond on
the books kept for the registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a Securities Transfer Association recognized
signature guarantee program.
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within bond in every
particular, without alteration or enlargement or
any change whatever.
(End of Form of Bond)
Section 6. Sale of Bonds. Pursuant to Indiana Code 5-1-11-1(a), the President is
hereby authorized to negotiate the sale of the Bonds to one or more purchasers thereof (each, a
“Purchaser”), at an interest rate or rates not exceeding five and one-half percent (5.5%) per annum
and with a purchase price of not less than ninety-nine percent (99%) of the principal amount of the
Bonds. The President is hereby authorized to (i) execute a purchase agreement, term sheet, or
other similar instrument with the Purchaser concerning the terms of the sale and purchase of the
Bonds (the “Purchase Agreement”), and (ii) sell such Bonds upon such terms as are acceptable to
the President consistent with the terms of this Resolution. The final form of the Purchase
Agreement shall be approved by the President, upon the advice of the Commission’s bond counsel,
and the President is hereby authorized and directed to complete, execute and attest the same on
behalf of the Commission so long as its provisions are consistent with this resolution.
After the Bonds have been properly sold and executed, the Controller shall receive payment
from the purchasers for the Bonds and shall provide for delivery of the Bonds to the purchasers.
The Controller is hereby authorized and directed to obtain a legal opinion as to the validity
of the Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the purchasers of the
Bonds or to cause a copy of said legal opinion to be printed on each Bond. The cost of such
opinion shall be paid out of the proceeds of the Bonds.
Notwithstanding anything contained herein, the President may negotiate the sale of one or
more series of the Bonds to the Indiana Finance Authority. The President, Mayor and the
Controller are hereby authorized to (i) submit an application to the Indiana Finance Authority
through its IFA Program, (ii) execute one or more Financial Assistance Agreement (including any
13
amendment thereof) with the Indiana Finance Authority with terms conforming to this resolution,
(iii)execute an Agreement with a bank to be selected by the Mayor, in a form to be approved by
the Mayor as evidenced by his execution thereof, and (iv) sell one or more series of the Bonds
upon such terms as are acceptable to the Mayor and the Controller consistent with the terms of this
resolution. The Financial Assistance Agreement (including any amendment thereof) for one or
more series of the Bonds and the Project shall be executed by the authorized officers of the City
and the Indiana Finance Authority. The substantially final form of the Financial Assistance
Agreement is attached hereto as Exhibit A, and incorporated herein by reference and is hereby
approved by the Commission, and the Mayor and the Controller are hereby authorized to execute
and deliver the same and to approve any changes in form or substance to the Financial Assistance
Agreement, which are consistent with the terms of this resolution, and such approval shall be
conclusively evidenced by its execution. The Mayor and the Controller are hereby authorized to
execute and deliver an amended and restated Financial Assistance Agreement or a subsequent
Financial Assistance Agreement if an earlier series of Bonds has been purchased by the Indiana
Finance Authority and may approve any changes in form or substance, which are consistent with
the terms of this resolution, to any attached Financial Assistance Agreement as they determined to
be necessary or desirable in connection therewith, and such approval shall be conclusively
evidenced by its execution.
Section 7. Funds and Accounts.
(a)Use of Bond Proceeds; Capital Fund. Any accrued interest and any premium
received at the time of delivery of the Bonds will be deposited on a pro rata basis into each
respective Principal and Interest Account (defined below) and applied to payments on the Bonds
on the first interest payment date. If so determined by the President, an amount equal to the Debt
Service Reserve Requirement (defined below) may be deposited into the respective 2025 Reserve
Account (defined below) of each respective Allocation Fund. The remaining proceeds received
from the sale of the Bonds shall be deposited into the fund hereby created and designated as the
“South Bend Redevelopment District 2025 Bonds Capital Fund” (the “Capital Fund”). The
proceeds deposited into the Capital Fund, together with all investment earnings thereon, shall be
expended by the Commission only for the purpose of paying expenses incurred in connection with
the Project and on account of the sale and issuance of the Bonds. Any balance remaining in the
Capital Fund after the completion of the Project which is not required to meet unpaid obligations
incurred in connection therewith and on account of the sale and issuance of the Bonds may be (i)
used to pay debt service on the Bonds, or (ii) otherwise used as permitted by law.
(b)Allocation Funds. Each of the Allocation Funds created by the Act for each of the
Allocations Areas is hereby continued; and there is hereby created and continued in each respective
Allocation Fund,
(i)a Tax Increment Revenue Account, into which all Tax Increment for the
respective Allocation Area received and such other revenues available to the Commission
(including any Tax Increment on deposit in the respective Allocation Fund as of the date
of delivery of the Bonds) shall be deposited and held in reserve for payment of debt service
on the Bonds, the 2020 Obligation and any parity bonds issued pursuant to Section 9 of
this Resolution and Indiana Code 36-7-14-39, senior to the payment of the Junior
Obligations (the Bonds, the 2020 Obligation and any such other parity bonds are
14
collectively referred to herein as the “Parity Bonds”); and
(ii)a Principal and Interest Account (the “Principal and Interest Account”); and
(iii)a Debt Service Reserve Account (the “2025 Reserve Account”), if
determined by the President to be necessary; and
(iv)a General Account (the “General Account”).
On June 30, 2025, and each June 30 and December 30 thereafter, moneys in each respective
Tax Increment Revenue Account shall be set aside in the following accounts within each respective
Allocation Fund, in the following order of priority: (a) the respective Bond Principal and Interest
Account; (b) the respective 2025 Reserve Account (if any); and (c) the respective General Account.
(c)Bond Principal and Interest Accounts. There shall be set aside within each
respective Allocation Fund and deposited into each respective Bond Principal and Interest Account
from each respective Tax Increment Revenue Account, on a pro rata basis, an aggregate amount
equal to the principal of and interest due on the Parity Bonds for the twelve (12) month period
beginning on July 1, 2025, and each twelve (12) month period beginning on each July 1 thereafter
(the “Pledge Period”). No deposit need be made into the respective Bond Principal and Interest
Account if the amount contained therein is at least equal to the pro rata amount of principal and
interest due and payable with respect to the Parity Bonds during the remainder of the current Pledge
Period and for the Pledge Period next following. All money in each respective Bond Principal and
Interest Account shall be used and withdrawn solely for the purpose of paying, on a parity basis,
the interest on and the principal of the Parity Bonds as it shall become due and payable to the
extent it is required therefor (including accrued interest on any Parity Bonds purchased or
redeemed prior to maturity).
(d)2025 Reserve Account. If at the time of the sale of the Bonds it is determined by
the President to establish a Reserve Account for the Bonds, then the President of the Commission
shall cause a 2025 Bond Reserve Account (the “2025 Reserve Account”) to be established in each
respective Allocation Fund. If each such 2025 Reserve Account is not fully funded at the time that
the Bonds are issued then, after making the required deposits into each respective Bond Principal
and Interest Account, there shall be set aside from each respective Allocation Fund and deposited
into each respective 2025 Reserve Account from the respective Allocation Fund an amount of
money that, in aggregate, shall be required to maintain the Reserve Account until the balance
therein equals but does not exceed the least of (i) the maximum annual debt service on the Bonds,
(ii) 125% of average annual debt service on the Bonds, or (iii) 10% of the proceeds of the Bonds
(the “Reserve Requirement”). The Reserve Requirement will be deposited into each respective
2025 Reserve Account, on a pro rata basis, at the election of the President with the advice of the
Commission’s municipal advisor, either (i) in a single payment, to be paid on the date of the
issuance of the Bonds, or (ii) in equal semi-annual installments, over a period not to exceed five
(5) years after the date of issuance of the Bonds, with the first installment due and payable on the
date of the issuance of the Bonds, and the remaining installments payable on each January 15 and
July 15 thereafter.
All money in each respective 2025 Reserve Account shall be used and withdrawn by the
15
District solely for the purpose of making deposits into the respective Principal and Interest
Account, in the event of any deficiency at any time in such account, or for the purpose of paying
the interest on or principal of or redemption premiums, if any, on the Bonds, in the event that no
other money is lawfully available therefor. If the aggregate amount of each 2025 Reserve Account
is in excess of the Reserve Requirement, a pro rata amount shall be withdrawn from each respective
2025 Reserve Account and deposited into the respective Bond Principal and Interest Account.
Money in each 2025 Reserve Account shall also be available to make the final payments of interest
and principal on the Bonds.
Any deficiency in the balance maintained in any 2025 Reserve Account shall be promptly
made up from the next available Tax Increment remaining after credits into the respective Principal
and Interest Account. If moneys in any 2025 Reserve Account are transferred to the respective
Bond Principal and Interest Account to pay principal and interest on outstanding Bonds, then this
depletion of the balance in such 2025 Reserve Account shall be made up from the next available
Tax Increment after the credits into the respective Bond Principal and Interest Account.
(e) General Accounts. Any amounts remaining in each Tax Increment Revenue
Account which in aggregate are in excess of (i) the pro rata amount of Tax Increment held in
reserve for payment of debt service on the Parity Bonds, and (ii) the amounts payable into each
2025 Reserve Account, shall be deposited into the respective General Account of the Allocation
Fund and available only for expenditures permitted under the Act.
(f)Excess Funds. When the aggregate money in each Allocation Fund is sufficient to
pay when due all principal and interest payments for that year on the Parity Bonds, and is not
needed for that year for the other purposes described above (including without limitation the
maintaining of property taxes collected in a given year in the Allocation Fund as a reserve to pay
principal and interest on the Parity Bonds payable in the year following such year of collection in
the manner and at the times specified herein), money in each respective Allocation Fund in excess
of that amount (the “Excess Funds”) shall be paid to the Controller who shall, deposit such Excess
Funds as provided in subsection (g) and (h) below.
(g)Payments to Taxing Units in Certain Situations. Except as provided in subsection
(h), before August 1 of each year, the Commission shall (1) determine the amount, if any, of Excess
Funds in the following year; and (2) notify the Auditor of St. Joseph County of the amount, if any,
of the Excess Funds that the Commission has determined may be paid to the respective taxing
units entitled thereto, provided that the Commission may not authorize a payment to the respective
taxing units under this subsection if to do so would endanger the interests of the holders of the
Parity Bonds.
(h)General Provisions.
a.The Tax Increment, other than the Excess Funds shall be
irrevocably pledged for the purpose set forth in this Section 7, on parity with the 2020
Obligation and any bonds or obligations issued or entered into which by their terms are on
parity therewith and senior to the payment of the Junior Obligations.
b.All money in each of the accounts in each Allocation Fund shall be
held in trust for the benefit of the holders of the Parity Bonds and shall be applied, used
16
and withdrawn only for the purposes authorized in this Section. The proceeds of the
Allocation Fund shall be deposited with a legally qualified depository or depositories for
funds of the City as now provided by law and shall be segregated and kept separate and
apart from all other funds of the City and may be invested as permitted by law. Interest
earned in each account or fund established under this resolution shall be credited thereto.
c.Except as otherwise specifically provided in Section 9 hereof, so
long as any of the Bonds are outstanding, no additional bonds or other obligations pledging
any portion of the Tax Increment shall be authorized, executed, or issued by the District,
except those as shall be made subordinate and junior in all respects to the Bonds herein
authorized, unless the Bonds are redeemed or defeased pursuant to Section 8 hereof
coincidentally with the delivery of such additional bonds or other obligations.
Section 8. Defeasance. If, when the Bonds or any portion thereof shall have become
due and payable in accordance with their terms or shall have been duly called for redemption or
irrevocable instructions to call the Bonds or any portion thereof for redemption have been given,
and the whole amount of the principal, premium, if any, and the interest so due and payable upon
such bonds or any portion thereof then outstanding shall be paid, or (i) cash, or (ii) direct non-
callable obligations of or unconditionally guaranteed by (including obligations issued or held in
book entry form on the books of) the Department of the Treasury of the United States of America,
and securities fully and unconditionally guaranteed as to the timely payment of principal and
interest by the United States of America, the principal of and the interest on which when due
without reinvestment will provide sufficient money, or (iii) any combination of the foregoing, shall
be held irrevocably in trust for such purpose, and provision shall also be made for paying all fees
and expenses for the payment, then and in that case the Bonds or such designated portion thereof
shall no longer be deemed outstanding or secured by this resolution.
Section 9. Issuance of Additional Bonds. The Commission reserves the right to issue
bonds, enter into leases, or enter into additional pledges payable from Tax Increment, in whole or
in part, on a parity with the pledge for the Parity Bonds for the purposes of raising money for future
capital projects in, serving or benefiting the Allocation Areas (collectively, “Parity Obligations”)
or for the purpose of refunding any Parity Bonds. The authorization and issuance of such Parity
Obligations shall be subject to the following conditions precedent:
(a) All payments of principal and interest on the Parity Bonds and any other
obligations payable from the Tax Increment shall be current to date in accordance with the
terms thereof, with no payment in arrears.
(b) The Commission obtains a projection, using reasonable assumptions, prepared
by a recognized certified public accounting firm with experience in public finance in the
State of Indiana (the “Certifier”), which projects that the Tax Increment will equal at least
125% of the principal and interest on the Parity Bonds and all debt service on all then
outstanding Parity Obligations, the Outstanding Obligations and the proposed Parity
Obligations (collectively, the “Obligations”) for each year in which any Obligations
payable from Tax Increment are outstanding. In estimating the Tax Increment to be
received in any future year, the Certifier shall base the calculation on assessed valuation
actually assessed or estimated to be assessed as of the assessment date immediately
preceding the issuance of the Parity Obligations; provided, however, the Certifier shall
17
adjust such assessed values for the current and future reductions of real property tax
abatements granted to property owners in the respective Allocation Area. For purposes of
determining whether Tax Increment will be considered to be reasonably expected to be
collected and available to provide for the timely payment of the Obligations, the following
shall control:
(1) if for any reason St. Joseph County shall have refused to pay any portion
of the Tax Increment, such portion shall not be considered available;
(2) the estimated Tax Increment to be collected shall be based on the
existing assessed valuation (unless such valuation has been challenged by the owner
of the property, in which case the prior assessed value shall be used) and the then
current tax rate;
(3) any delinquent payments of property taxes constituting Tax Increment
shall not be considered available; and
(4) if there is any pending challenge against the establishment or propriety
of the Tax Increment, or the proposed uses thereof, such challenged portion of the
Tax Increment shall not be considered available.
(c) Principal of and interest on any Parity Obligations and lease rentals on Parity
Obligations that are leases shall be payable on February 1 and/or August 1.
The Commission shall approve and confirm the findings and estimates set forth in the
above-described projection in any resolution authorizing the Parity Obligations. Except as
provided in this resolution, the terms and conditions of any Parity Obligations shall be set forth in
the resolution authorizing such Parity Obligations.
Section 10. Amendments. Subject to the terms and provisions contained in this section,
and not otherwise, the owners of not less than sixty-six and two-thirds percent (66-2/3%) in
aggregate principal amount of the Bonds then outstanding shall have the right, from time to time,
to consent to and approve the adoption by the Commission of such resolution or resolutions
supplemental hereto as shall be deemed necessary or desirable by the Commission for the purpose
of amending in any particular any of the terms or provisions contained in this resolution, or in any
supplemental resolution; provided, however, that nothing herein contained shall permit or be
construed as permitting:
(a)An extension of the maturity of the principal of or interest or premium, if any, on
any Bond or an advancement of the earliest redemption date on any Bond, without the consent of
the holder of each Bond so affected; or
(b)A reduction in the principal amount of any Bond or the redemption premium or rate
of interest thereon, or a change in the monetary medium in which such amounts are payable,
without the consent of the holder of each Bond so affected; or
(c)A preference or priority of any Bond over any other Bond, without the consent of
the holders of all Bonds then outstanding; or
18
(d)A reduction in the aggregate principal amount of the Bonds required for consent to
such supplemental resolution, without the consent of the holders of all Bonds then outstanding.
If the Commission shall desire to obtain any such consent, it shall cause the Registrar to
mail a notice, postage prepaid, to the addresses appearing on the Registration Record. Such notice
shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy
thereof is on file at the office of the Registrar for inspection by all owners of the Bonds. The
Registrar shall not, however, be subject to any liability to any owners of the Bonds by reason of
its failure to mail such notice, and any such failure shall not affect the validity of such supplemental
resolution when consented to and approved as herein provided.
Whenever at any time within one year after the date of the mailing of such notice, the
Commission shall receive any instrument or instruments purporting to be executed by the owners
of the Bonds of not less than sixty-six and two-thirds per cent (66-2/3%) in aggregate principal
amount of the Bonds then outstanding, which instrument or instruments shall refer to the proposed
supplemental resolution described in such notice, and shall specifically consent to and approve the
adoption thereof in substantially the form of the copy thereof referred to in such notice as on file
with the Registrar, thereupon, but not otherwise, the Commission may adopt such supplemental
resolution in substantially such form, without liability or responsibility to any owners of the Bonds,
whether or not such owners shall have consented thereto.
No owner of any Bond shall have any right to object to the adoption of such supplemental
resolution or to object to any of the terms and provisions contained therein or the operation thereof,
or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the
Commission or its officers from adopting the same, or from taking any action pursuant to the
provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions
of this section, this resolution shall be, and shall be deemed, modified and amended in accordance
therewith, and the respective rights, duties and obligations under this resolution of the Commission
and the City and all owners of Bonds then outstanding shall thereafter be determined, exercised
and enforced in accordance with this resolution, subject in all respects to such modifications and
amendments.
Notwithstanding anything contained in the foregoing provisions of this resolution, the
rights, duties and obligations of the Commission and the City and of the owners of the Bonds, and
the terms and provisions of the Bonds and this resolution, or any supplemental resolution, may be
modified or amended in any respect with the consent of the Commission and the consent of the
owners of all the Bonds then outstanding.
Without notice to or consent of the owners of the Bonds, the Commission may, from time
to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent
with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part
hereof); provided, however, that in any case so long as the Bonds are outstanding and held by the
Indiana Finance Authority, the Commission shall not amend or supplement this resolution without
the prior written consent of the Indiana Finance Authority,
(a)To cure any ambiguity or formal defect or omission in this resolution or in any
supplemental resolution; or
19
(b)To grant to or confer upon the owners of the Bonds any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the owners of the
Bonds; or
(c)To procure a rating on the Bonds from a nationally recognized securities rating
agency designated in such supplemental resolution, if such supplemental resolution will not
adversely affect the owners of the Bonds; or
(d)To obtain or maintain bond insurance with respect to the Bonds; or
(e)To provide for the refunding or advance refunding of the Bonds; or
(f)To make any other change which, in the determination of the Commission in its
sole discretion, is not to the prejudice of the owners of the Bonds.
Section 11. Other Action. The Mayor and the Controller or any officer of the
Commission may take such other actions or deliver such other certificates and documents needed
for the Project or the financing as they deem necessary or desirable in connection therewith.
Section 12. No Conflict. All resolutions and orders or parts thereof in conflict with the
provisions of this resolution are to the extent of such conflict hereby repealed. After the issuance
of the Bonds and so long as any of the Bonds or interest or premium, if any, thereon remains
unpaid, except as expressly provided herein, this resolution shall not be repealed or amended in
any respect which will adversely affect the rights of the holders of the Bonds, nor shall the
Commission adopt any law or resolution which in any way adversely affects the rights of such
holders.
Section 13. Severability. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
Section 14. Non-Business Days. If the date of making any payment or the last date for
performance of any act or the exercising of any right, as provided in this resolution, shall be a legal
holiday or a day on which banking institutions in the City or the jurisdiction in which the Registrar
or Paying Agent is located are typically closed, such payment may be made or act performed or
right exercised on the next succeeding day not a legal holiday or a day on which such banking
institutions are typically closed, with the same force and effect as if done on the nominal date
provided in this resolution, and no interest shall accrue for the period after such nominal date.
Section 15. Interpretation. Unless the context or law clearly requires otherwise,
references herein to statutes or other laws include the same as modified, supplemented or
superseded from time to time.
Section 16. Effectiveness. This resolution shall be in full force and effect from and after
its adoption by the Commission.
[SIGNATURE PAGE FOLLOWS]
ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 24,
2025 in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana,
46601.
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Troy Warner, President
ATTEST:
Eli Wax, Secretary
1
EXHIBIT A
Financial Assistance Agreement
2
RESIDENTIAL HOUSING INFRASTRUCTURE
FINANCIAL ASSISTANCE AGREEMENT
RESIDENTIAL HOUSING INFRASTRUCTURE FINANCIAL ASSISTANCE
AGREEMENT made this _____ day of _____________, 20__ by and between the Indiana
Finance Authority (the “Finance Authority”), a body politic and corporate, not a state agency but
an independent instrumentality of the State of Indiana (the “State”) and the City of South Bend,
Indiana a “Participant” as defined in I.C. 5-1.2-2-54, duly organized and validly existing under
State law (the “Participant”).
RECITALS
1.The attached Appendix A sets forth terms applicable to this Agreement including
the Residential Housing Infrastructure Assistance Program from which the hereafter referenced
Financial Assistance is to be made available to the Participant by the Finance Authority.
2.Such Residential Housing Infrastructure Assistance Program is subject to a certain
First Amended and Restated Residential Housing Infrastructure Assistance Fund Trust Indenture,
dated August 1, 2024 (the “Indenture”), entered into by the Finance Authority pursuant to IC 5-
1.2-1 through IC 5-1.2-4 and IC 5-1.2-15.5 (together with other applicable State law, the
“Authorizing Law”), and the parties desire capitalized terms herein contained and not otherwise
defined herein to have the same meanings ascribed to them under the Indenture.
3.The Finance Authority has established under the Indenture a Residential Housing
Infrastructure Assistance Fund into which certain monies are deposited, held, and applied as
allowed by such Indenture and Authorizing Law (such fund, herein, the “Fund”).
4.The Indenture and Authorizing Law authorize the Finance Authority to make loans
(the “Financial Assistance”) from the Fund to or for the benefit of participants public
infrastructure for the support of residential housing and purposes as more fully provided in the
Indenture and Authorizing Law.
5.The Participant's project (the “Project”) and Financial Assistance are more fully
described on Appendix A to this Agreement.
6.The Finance Authority has reviewed the Project and the Financial Assistance
therefor and approved the Project and Financial Assistance therefor.
7.The Finance Authority desires to provide the Financial Assistance to the Participant
for the Project (and for no other purpose), and the Participant desires to receive the Financial
Assistance from the Finance Authority for the Project (and for no other purpose).
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth in this Agreement, the Finance Authority and the Participant agree that:
3
ARTICLE I
A.The Finance Authority covenants and agrees with the Participant, subject to this
Agreement and State law, including the Authorizing Law, to provide the Financial Assistance,
which is comprised of a loan (the “Loan”), as more fully described on Appendix A to this
Agreement, to the Participant for the Project, in accordance with the Authorizing Law and this
Agreement. The Loan must be repaid in accordance with its terms.
B.The terms of any Loan shall be those set forth in the form of the bonds or other
obligations of the Participant issued or delivered to the Finance Authority in accordance with
applicable laws of the State pursuant to this Agreement (the “Obligating Instrument”). The form
and substance of the Obligating Instrument, the ordinance or resolution, as applicable, authorizing
the issuance of the Obligating Instrument (the “Authorizing Instrument”), and the other related
certifications and opinions, shall be acceptable to the Finance Authority, in its sole discretion.
C.The Financial Assistance will be disbursed as set forth in this paragraph. First, the
Loan will be disbursed for any disbursement made on the date hereof. Second, the Loan will be
disbursed on an as-needed basis upon presentation of accurate and complete claims to the Finance
Authority. Loan disbursements made to or for the benefit of the Participant shall be deemed to be
a purchase of the Obligating Instrument in such amounts and with such maturities as achieves
annual debt service as level as practical, and with no maturity longer than the original maturity
schedule. Unless the Finance Authority consents in writing, no Loan disbursements shall be made
more than one year after substantial completion of construction of the Project.
D.Notwithstanding any provision herein to the contrary, the Finance Authority may
require the Participant to borrow all available funds from loans or other financial assistance, if any,
made available to the Participant for the Project from the Finance Authority's amounts held in the
wastewater revolving loan fund established or the drinking water revolving loan fund established
pursuant to IC 5-1.2-1 through IC 5-1.2-4 and IC 5-1.2-10, before all or some portion of the
Financial Assistance hereunder from the Fund is loaned or paid to the Participant.
ARTICLE II
The Participant covenants and agrees with the Finance Authority that:
A.The Participant will use the Financial Assistance to acquire, construct and equip the
Project and for no other purpose without the prior written consent of the Finance Authority. The
Participant agrees to undertake and complete the Project in a timely manner and to receive and
expend the Loan proceeds in accordance with this Agreement.
B.The sum of the Financial Assistance and other moneys on hand or available
lawfully to the Participant are sufficient to complete the Project, and the Participant understands
that the Finance Authority is not in any manner obligated to provide additional Financial
Assistance for the Project.
4
C.The Project is expected to be completed not later than three (3) years after the date
to this Agreement. In the event (1) physical construction of the Project has not commenced
pursuant to a duly bid and awarded construction contract within six (6) months after the date to
this Agreement or (2) the Finance Authority, in its discretion, shall determine that construction of
the Project has been abandoned by the Participant, upon notice given to the Participant by the
Finance Authority, any further disbursement of Financial Assistance may be terminated.
D.The Participant will use the Financial Assistance and acquire, construct, and equip
the Project, in accordance with all applicable laws. The Participant will maintain and operate the
Project in accordance with the applicable laws.
E.The Participant will report to the Finance Authority on the Participant's expenditure
of the Financial Assistance and the status of the Project on the first day of January following the
date of this Agreement, and on the first day of every January thereafter until the Participant
expends all the Financial Assistance and completes the Project, whichever is later. At the time the
Participant completes the Project, the Participant will provide promptly to the Finance Authority
a final report (the “Final Report”). All reports to the Finance Authority will be in form and
substance satisfactory to the Finance Authority.
F.The Finance Authority and its agents, officers and employees will have ready
access at the Participant's offices to the Participant's agents, officers and employees, and its books
and records, at all reasonable times from the date of this Agreement to and including the third
anniversary of the day the Participant submits to the Finance Authority its Final Report. Upon the
Finance Authority's written request therefor, the Participant will promptly provide to the Finance
Authority, at no cost to the Finance Authority, certified copies of the Participant's books and
records or any portion thereof.
G.The Participant will own, operate, and maintain (in good condition) the Project for
its useful life (or cause it to be so operated and maintained).
H.The Participant will establish, adjust, and maintain rates and charges at levels
adequate to maintain sufficient revenues to operate and maintain (in good condition) the Project
and to repay all the Participant's indebtedness, including the Loan as evidenced by the Obligating
Instrument and the Authorizing Instrument.
I.Except as permitted by the Authorizing Instrument, the Participant will not incur
additional indebtedness on parity with the Obligating Instrument in connection with or related to
the Project, including any utility or other works to which the Project is a part, without the prior
written consent of the Finance Authority.
J.To the extent permitted by law, the Participant agrees to indemnify, defend and
hold harmless the Finance Authority and its agents, officers and employees from any and all claims
and actions of any nature arising out of this Agreement (or any action taken hereunder), the
Financial Assistance or the Project (or the planning, design, acquisition, construction or equipping
or operating of the Project), from all judgments or recoveries resulting therefrom and for all costs
in defending or appealing such claims or actions or judgments or recoveries, including court costs
5
and attorneys' fees.
K.The Participant shall provide to the Finance Authority audited financial statements
of the Participant inclusive of the activities of the Participant’s utility system to be improved by
the Financial Assistance, commencing with financial statements for a calendar year period that
ends not more than two (2) years after the date of this Agreement (and for each calendar year
period that ends every two (2) years thereafter until the Financial Assistance has been repaid),
which audit (i) shall have been performed by the Indiana State Board of Accounts or by an
independent public accountant and (ii) shall be submitted to the Finance Authority no later than
nine (9) months following the end of the calendar year period to which such audit pertains.
ARTICLE III
A.The Finance Authority's obligation to make a disbursement of the Financial
Assistance to the Participant under this Agreement may be terminated at the option of the Finance
Authority, without giving any prior notice to the Participant, in the event: (1) the Participant fails
to undertake or perform in a timely manner any of its agreements, covenants, terms or conditions
set forth herein or in any paper entered into or delivered in connection herewith; or (2) any
representation or warranty made by the Participant as set forth herein or in any paper entered into
or delivered in connection herewith is materially false or misleading. Any such event shall
constitute an event of default. If an event of default occurs, the Finance Authority without giving
any prior notice, may declare the entire outstanding principal amount of the Loan, together with
accrued interest thereon, immediately due and payable.
B.Failure on the part of the Finance Authority in any instance or under any
circumstance to observe or perform fully any obligation assumed by or imposed upon the Finance
Authority by this Agreement or by law shall not make the Finance Authority liable in damages to
the Participant or relieve the Participant from paying any Obligating Instrument or fully
performing any other obligation required of it under this Agreement or the Authorizing Instrument;
provided, however, that the Participant may have and pursue any and all other remedies provided
by law for compelling performance by the Finance Authority of such obligation assumed by or
imposed upon the Finance Authority. Neither the Finance Authority nor any agent, attorney,
member, or employee of the Finance Authority shall in any event be liable for damages, if any, for
the nonperformance of any obligation or agreement of any kind whatsoever set forth in this
Agreement.
C.This Agreement does not create a debt or a liability of the Finance Authority under
the constitution of the Finance Authority or a pledge of the faith or credit of the Finance Authority
and does not directly, indirectly or contingently obligate the Finance Authority to levy any form
of taxation, or to make any appropriation, for the payment or fulfillment of any terms of this
Agreement. The Financial Assistance shall be funded solely from uncommitted, appropriated, and
available funds held in the Fund or from other sources the Finance Authority, in its sole discretion,
may designate. It shall be a condition precedent to the disbursement of the Financial Assistance or
any portion thereof, that there shall be available to the Finance Authority uncommitted funds in an
amount sufficient to satisfy the Finance Authority's obligations hereunder in the Fund.
6
D.When the Finance Authority makes a written determination that funds are not
appropriated or otherwise available to support continuation of performance of this Agreement, this
Agreement shall be canceled. Any determination by the Finance Authority that funds are not
appropriated or otherwise available shall be final and conclusive.
E.Pursuant to Indiana Code 22-9-1-10, the Participant and its contractors, subgrantees
or contractors and subcontractors, if any, shall not discriminate against any employee or applicant
for employment, to be employed in the performance of this Agreement with respect to hire, tenure,
terms, conditions or privileges of employment or any matter directly or indirectly related to
employment, because of race, color, religion, sex, handicap, national origin or ancestry. Breach
of this covenant may be regarded as a material breach of this Agreement.
F.The Participant hereby covenants and agrees to make a good faith effort to provide
and maintain during the term of this Agreement, a drug-free workplace and that it will give written
notice to the Finance Authority and the Indiana Department of Administration within ten (10) days
after receiving actual notice that an employee of the Participant has been convicted of a criminal
drug violation occurring in the Participant's workplace. Failure of the Participant to, in good faith,
comply with this Paragraph shall constitute a material breach of this Agreement and shall entitle
the Finance Authority to impose sanctions against the Participant including suspension of
payments and termination of this Agreement.
ARTICLE IV
A.All appendices to this Agreement are incorporated into this Agreement and made a
part of this Agreement. Capitalized terms herein contained and not otherwise defined herein to
have the same meanings ascribed to them under the Indenture.
B.This Agreement may be executed in any number of counterparts, each of which
shall be executed by the Finance Authority and the Participant, and all of which shall be regarded
for all purposes as one original and shall constitute one and the same instrument.
C.The Participant will give any notice or other writing to the Finance Authority in
writing by certified United States mail, postage prepaid or hand delivery to the Indiana Finance
Authority, Residential Housing Infrastructure Assistance Fund, 100 North Senate, Room 1275,
Indianapolis, Indiana 46204, Attention: Director of Indiana Housing Infrastructure Assistance
Program, or such other persons or address as shall be given properly to the Finance Authority. The
Finance Authority may give any notice or other writing to the Participant by first-class United
States mail, postage prepaid or hand delivery to the person and address set forth in Appendix A or
such other person or address as shall be given properly to the Participant.
D.This Agreement will be construed in accordance with State law. Any claim or
action must be brought in the courts of the State.
E.No amendment of this Agreement will be valid unless duly authorized, executed
and delivered by the Participant and the Finance Authority.
F.Neither this Agreement, nor the Financial Assistance may be assigned by the
7
Participant without the prior written consent of the Finance Authority and any attempt at such an
assignment without such consent shall be void.
G.This Agreement contains the entire agreement between the parties hereto and there
are no promises, agreements, conditions, undertakings, warranties, and representations, either
written or oral, expressed or implied between the parties hereto other than as herein set forth or as
may be made in the Authorizing Instrument and the other papers delivered in connection herewith.
In the event there is a conflict between the terms of this Agreement and the Authorizing Instrument,
the terms of this Agreement shall control. It is expressly understood and agreed that except as
otherwise provided herein this Agreement represents an integration of any and all prior and
contemporaneous promises, agreements, conditions, undertakings, warranties, and representations
between the parties hereto.
H.Neither the failure nor the delay of the Finance Authority to exercise any right,
power or privilege under this Agreement shall operate as a waiver thereof or shall any single or
partial exercise of any right, power or privilege preclude any further exercise of any other right,
power or privilege.
I. The Participant agrees to pay (a) the fees, costs and expenses in connection with making
the Loan, including issuing the Obligating Instrument (including attorneys’ fees incurred by the
Finance Authority which may be paid from the Loan) and (b) any and all costs and expenses,
including attorneys’ fees, incurred by the Finance Authority in connection with the enforcement
of this Agreement, the Authorizing Instrument and the Obligating Instrument in the event of the
breach by the Participant of or a default under this Agreement, the Authorizing Instrument or the
Obligating Instrument.
J.The undersigned attests, subject to the penalties of perjury, that he/she is an authorized
officer or representative of the Participant, that he/she has not, nor has any other officer or
representative of the Participant, directly or indirectly, to the best of the undersigned's knowledge,
entered into or offered to enter into any combination, collusion or agreement to receive pay, and
that the undersigned has not received or paid any sum of money or other consideration for the
execution of this agreement other than that which appears upon the face of the agreement or is a
payment to lawyers, accountants and engineers by the Participant related to customary services
rendered in connection with the Financial Assistance.
[Remainder of Page Left Blank]
(Signature Page to Residential Housing Infrastructure Financial Assistance Agreement)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers or officials, all as of the date first above written.
[_________________________________]
“Participant”
By: _______________________________
Attest: __________________________
INDIANA FINANCE AUTHORITY
By:
Sherry Seiwert
Director of the Residential Housing
Infrastructure Assistance Program
APPENDIX A: Project, Financial Assistance
A-1
APPENDIX A
Project, Financial Assistance
1.The Project. The proceeds of the Obligating Instrument (described below) will be applied to construct
and acquire the Project which consists of the following:
•certain local public improvements, including without limitation (i) continued environmental
remediation of the Project Site, (ii) the construction of new streets, curbs, sidewalks and tree
lawns, (iii) the construction of a storm sewer system, (iv) the installation of sanitary sewer lines,
(v) the installation of water main lines and a lateral connection system and (vi) the installation
of street lighting, all of which to support the redevelopment of the Drewrys Site located at 1408
Elwood Avenue in the City of South Bend, Indiana into a new residential housing development
2.Financial Assistance
A.Loan: $[_________________]
B.Obligating Instrument: The Loan shall be evidenced by the Participant’s Redevelopment
District Taxable Tax Increment Revenue Bonds, Series 2025 (Residential Infrastructure Fund Loan), (the
“Bonds”), which will bear interest at the per annum rate of [______ percent (__%). The Bonds will be in
the aggregate principal amount of the Loan.
3.Participant's Notice Address:
227 West Jefferson Blvd.
Suite 1400 N
South Bend, Indiana 46601
Attention: Kyle Willis, Controller__________
4.Additional Terms:
A.The Participant and the Finance Authority agree that any event of default occurring under
the Financial Assistance Agreement, dated as of June 4, 2024, between the Finance
Authority and the Participant (the “Financial Assistance Agreement”) or the Prior
Agreement (as defined in the Financial Assistance Agreement), shall constitute an event of
default under this Agreement. Similarly, the Participant and the Finance Authority agree
that any event of default under this Agreement, or under any subsequent financial
assistance or aid agreement entered into between the Participant and the Finance Authority,
shall constitute an event of default under the Financial Assistance Agreement, the Prior
Agreement, and the subsequent financial assistance or aid agreement, if any, as the case
may be.
[End of Appendix A]
STATE OF INDIANA
DRUG-FREE WORKPLACE CERTIFICATION
Pursuant to Executive Order No. 90-5, April 12, 1990, issued by Governor Evan Bayh, the Indiana Department of
Administration requires the inclusion of this certificate in all contracts with and grants from the State of Indiana in
excess of $25,000. No award of a contract or grant shall be made, and no contract, purchase order or agreement, the
total amount of which exceeds $25,000, shall be valid unless and until this certification has been fully executed by the
Contractor or Grantee and attached to the contract or agreement as part of the contract documents. False certification
or violation of the certification may result in sanctions including, but not limited to, suspension of contract payments,
termination of the contract or agreement and/or debarment of contracting opportunities with the State for up to three
(3) years.
The Contractor/Grantee certifies and agrees that it will provide a drug-free workplace by:
(a)Publishing and providing to all of its employees a statement notifying employees that the unlawful
manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violations of such prohibitions; and
(b)Establishing a drug-free awareness program to inform employees about (1) the dangers of drug
abuse in the workplace; (2) the Contractor's policy of maintaining a drug-free workplace; (3) any available drug
counseling, rehabilitation, and employee assistance programs; and (4) the penalties that may be imposed upon an
employee for drug abuse violations occurring in the workplace;
(c)Notifying all employees in the statement required by subparagraph (a) above that as a condition of
continued employment the employee will (1) abide by the terms of the statement; and (2) notify the employer of any
criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such
conviction;
(d)Notifying in writing the contracting State Agency and the Indiana Department of Administration
within ten (10) days after receiving notice from an employee under subdivision (c) (2) above, or otherwise receiving
actual notice of such conviction;
(e)Within thirty (30) days after receiving notice under subdivision (c) (2) above of a conviction,
imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations
occurring in the workplace: (1) take appropriate personnel action against the employee, up to and including
termination; or (2) require such employee to satisfactorily participate in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency;
and
(f)Making a good faith effort to maintain a drug-free workplace through the implementation of
subparagraphs (a) through (c) above.
THE UNDERSIGNED AFFIRMS, UNDER PENALTIES OF PERJURY, THAT HE OR SHE IS
AUTHORIZED TO EXECUTE THIS CERTIFICATION ON BEHALF OF THE DESIGNATED ORGANIZATION.
Printed Name of Organization Contract/Grant ID Number
X
Signature of Authorized Representative Date
Printed Name and Title
RESOLUTION NO. 3638
A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT
COMMISSION APPROPRIATING THE PROCEEDS OF TAX
INCREMENT REVENUE BONDS OF THE SOUTH BEND
REDEVELOPMENT DISTRICT, INCLUDING INVESTMENT
EARNINGS THEREON, AND RELATED MATTERS
WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the
governing body of the South Bend Department of Redevelopment and the Redevelopment District
of the City of South Bend, Indiana, exists and operates under the provisions of Indiana Code 36-
7-14, as amended from time to time (the “Act”); and
WHEREAS, the Commission has previously designated and declared an area in the City
of South Bend, Indiana (the “City”) known as the River West Development Area as an economic
development area (the “Area”) and designated portions of the Area from time to time as allocation
areas pursuant to Section 39 of the Act (each such allocation area within the Area, excluding the
Riverwalk Allocation Area designated by Resolution No. 3627 adopted by the Commission on
January 9, 2025, an “Allocation Area” and collectively, the “Allocation Areas”); and
WHEREAS, the Commission previously has adopted Resolution No. 3633 at a meeting
held on April 10, 2025, preliminarily determining to issue bonds for the purpose of financing the
cost of certain local public improvements in or serving the Allocation Areas that support the
redevelopment of the Drewrys Site located at 1408 Elwood Avenue in the City (the “Project Site”)
into a new residential housing development, including without limitation (i) continued
environmental remediation of the Project Site, (ii) the construction of new streets, curbs, sidewalks
and tree lawns, (iii) the construction of a storm sewer system, (iv) the installation of sanitary sewer
lines, (v) the installation of water main lines and a lateral connection system and (vi) the
installation of street lighting, (items (i) through and including (vi), collectively, the “Project”); and
WHEREAS, the Commission by its Resolution No. 3637 (the “Bond Resolution”),
adopted on April 24, 2025, approved the issuance of the “City of South Bend, Indiana
Redevelopment District Taxable Tax Increment Revenue Bonds, Series 2025 (Residential
Infrastructure Fund Loan)” (the “Bonds”) in one or more series, in an original principal amount
not to exceed Two Million Five Hundred Seventy Thousand Dollars ($2,570,000) (the “Authorized
Amount”) for the purpose of providing funds to pay for all or any portion of (a) the costs related
to the Project, (b) funding of a debt service reserve to secure the payment of the Bonds, if
necessary, and (c) the costs of issuance and expenses incurred in connection with and on account
of the issuance and sale of the Bonds; and
WHEREAS, the Commission did not include the proceeds of the Bonds in the regular
budget for the year 2025; and
WHEREAS, there are insufficient funds available or provided for in the existing budget
and tax levy which may be applied to the costs of the Project and the costs associated therewith,
and the issuance of the Bonds have been authorized to procure the necessary funds and a necessity
exists for the making of the additional appropriation set out herein; and
2
WHEREAS, notice of a public hearing on said appropriation has been duly given by
publication as required by Indiana law, and the hearing on said appropriation has been held on the
date hereof at which all taxpayers had an opportunity to appear and express their views as to such
appropriation.
NOW, THEREFORE, BE IT RESOLVED BY THIS SOUTH BEND
REDEVELOPMENT COMMISSION AS FOLLOWS:
SECTION 1. There is hereby appropriated a sum not to exceed the Authorized Amount
out of the proceeds of the Bonds, together with all investment earnings thereon, for purposes of
providing funds to pay the costs of the Project, including related costs and the costs of issuing the
Bonds, as provided in the Bond Resolution. Such appropriation shall be in addition to all
appropriations provided for in the existing budget and shall continue in effect until the completion
of the herein described purposes.
SECTION 2. The officers of the Commission and the Controller of the City are hereby
authorized and directed to make any and all required filings, if any with the Department of Local
Government Finance in connection with this resolution.
SECTION 3. The President, Vice President, Secretary, or any other officer or member of
the Commission is authorized to take all such actions and to execute all such instruments as are
desirable to carry out the transactions contemplated by this Resolution, in such forms as such
officer or member executing the same shall deem proper, to be conclusively evidenced by the
execution thereof.
SECTION 4. This Resolution shall be in full force and effect after its adoption by the
Commission.
[SIGNATURE PAGE FOLLOWS]
3
ADOPTED at a meeting of the South Bend Redevelopment Commission held on April 24,
2025, in Room 1308, County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana,
46601.
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Troy Warner, President
ATTEST:
Eli Wax, Secretary
DMS 47060409