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HomeMy WebLinkAboutRedevelopment Commission Agenda & Packet 10.09.25 South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Agenda Regular Meeting, October 9, 2025 – 9:30 a.m. Council Chambers 4th Floor, County/City Building or https://tinyurl.com/RDC-2025-2T Meeting Recording Link: https://tinyurl.com/RDC-Meeting-Recordings 1. Roll Call • Troy Warner, President – (Council) January 2025 to December 2025 • Dave Relos, Vice President – (Mayor) January 2025 to December 2025 • Eli Wax, Secretary – (Mayor) February 2025 to December 2025 • Gillian Shaw, Commissioner – (Mayor) January 2025 to December 2025 • Ophelia Gooden-Rodgers, Commissioner – (Council) February 2025 to December 2025 • Marcus Ellison, Non-Voting Advisor – (School Board) February 2025 to December 2026 2. Approval of Minutes A. Minutes of the Regular Meeting of September 25, 2025 3. Approval of Claims A. Claims Allowance September 16, 2025 4. Old Business A. None 5. New Business A. River West Development Area 1. Budget Request (Rabbi Shulman Demolition) 2. Purchase Agreement (3315 William Richardson Ct.) 3. Development Agreement (Cross Community) B. River East Development Area 1. Opening of Proposals (Former Singer Sewing Building – Oaklawn) C. Redevelopment General Fund (a.k.a. Pokagon Fund) 1. Budget Request (Early Childhood Learning Grant with Ready to Grow St. Joseph Co.) 6. Progress Reports A. Tax Abatement B. Common Council C. Other 7. Next Commission Meeting Thursday, October 23, 2025, 9:30 a.m. at the Council Chambers 4th. Floor County-City Building CITY OF SOUTH BEND REDEVELOPMENT COMMISSION SOUTH BEND REDEVELOPMENT COMMISSION MINUTES September 25, 2025, at 9:30 a.m. BPW Conference Room, 13th Floor, County-City Building https://tinyurl.com/RDC-2025-4T Meeting Recording Link: https://tinyurl.com/RDC-Meeting-Recordings The South Bend Redevelopment Commission was called to order at 9:34 a.m. President Troy Warner presiding. 1. ROLL CALL • Troy Warner, President – (Council) January 2025 to December 2025 • Dave Relos, Vice President – (Mayor) January 2025 to December 2025 • Eli Wax, Secretary – (Mayor) February 2025 to December 2025 • Gillian Shaw, Commissioner – (Mayor) January 2025 to December 2025 • Ophelia Gooden-Rodgers, Commissioner – (Council) February 2025 to December 2025 • Marcus Ellison, Non-Voting Advisor – (School Board) February 2025 to December 2026 Members Absent: Marcus Ellison Legal Staff: Sandra Kennedy, Corporation Council - Virtual Danielle Campbell Weiss, Senior Asst. City Attorney Redevelopment Staff: Caleb Bauer, Exec. Director, DCI Erik Glavich, Director of Growth and Opportunity, DCI Lewis Kouassi, Director of Finance, DCI Joseph Molnar, Asst. Dir. of Growth and Opp., DCI Erin Michaels, Property Development Manager, DCI - Virtual Allison Doctor, Project Manager, DCI - Virtual Laura Hensley, Board Secretary, DCI Others Present: Tina Patton, Cross Community Linda Brotherson, Great Lakes Capital Tom Everett, Barnes & Thornburg CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 2 Ginger Reilly, SB Tribune Nick Dybas, enFocus Matt Barrett, 110 S. Niles Ave. Richard Nussbaum, Sopko, Nussbaum, Inabnit & Kaczmarek 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, September 11, 2025 Upon a motion by David Relos for approval, second by Ophelia Gooden- Rodgers, the motion carried unanimously; the Commission approved the minutes of the regular meeting of September 11, 2025. 3. Approval of Claims A. Claims Allowances September 9, 2025 Upon a motion by David Relos for approval second by Gillian Shaw, the motion carried unanimously; the Commission approved the claims allowances of September 9, 2025. 4. Old Business A. None 5. New Business A. River West Development Area 1. Public Hearing on Additional Appropriations (New Day Intake Center Forgivable Loan) Caleb Bauer, Executive Director of Community Investment, presented items 5A1 & 5A2 together. This presentation revisits the proposal previously shared with the Commission, marking the final step in a multi-year effort to establish a low-barrier emergency shelter in South Bend. Project Overview • Location: 4022 Old Cleveland Road, part of a parcel acquired by the Redevelopment Commission. • Scope: The northern half of the parcel (approx. 7 acres) will be sold to New Day Intake Center for $1,000. • Facility: A 110-bed minimum (currently scoped at 120 beds) low- CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 3 barrier shelter. • Timeline: Construction must begin within 12 months and be completed within 36 months of closing. Financial Structure • Total Investment: $10 million. • City Contribution: $4 million in forgivable loan funds sourced from three TIF districts—River West, River East, and Southside. • Loan Conditions: o Forgiveness contingent on meeting construction, operational, and reporting benchmarks. o Includes a 5-year operating agreement with the City outlining service standards and annual reporting obligations. Development Agreements • Purchase Agreement: Covers Lot 1 on the north side of the site. • Option to Purchase: The City retains the right to acquire the Knights Inn site on Lincolnway West for $1 post-completion, with plans to demolish and redevelop the motel property. • Development Agreement: Previously approved, governs the terms of the forgivable loan and operational commitments. Community and Governance • The proposal has received approval from: o Economic Development Commission (EDC) o Common Council o Redevelopment Commission (RDC) Impact and Intent • The shelter will serve as the only low-barrier intake center in the municipality, benefiting all economic development areas. • The project aims to reduce homelessness, improve housing stability, and lower public costs through coordinated services. Acknowledgments This initiative spans eight years, beginning under the prior mayoral administration. The team expresses gratitude to all involved— Commissioners, Council members, EDC, and neighboring property owners—for their patience and collaboration. A notice was published in the South Bend Tribune on September 9, 2025, regarding the public hearing on additional appropriations for the New Day Intake Center Forgivable Loan. A Public Hearing on Additional Appropriations (New Day Intake Center Forgivable Loan) was opened to the public for comments and CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 4 considerations. No individuals in attendance, in person or online indicating a desire to speak, and the Public Hearing was closed. President Warner wanted to say a special thanks were extended to Caleb Bauer and staff for their dedication and leadership throughout the process. Secretary Wax expressed support for the project, referencing reasons shared in a previous meeting. However, he also voiced hesitation, emphasizing the need for: • Proper implementation that aligns with the community’s goals. • Strict adherence to requirements from the New Day Intake Center and related agreements. • Transparency and communication, asking the city administration to: o Keep the Redevelopment Commission informed. o Ensure updates don’t stop at the administration level but are shared with the Commission to monitor the investment’s impact. Mr. Wax also acknowledged the staff’s efforts and stressed the importance of handling the entire redevelopment site cohesively. Caleb Bauer thanked Dani Campbell Weiss and Tom Everett, our legal counsel. These forgivable loan agreements are incredibly document- intensive, and this particular one is layered with additional agreements that make the process even more complex. They’ve done outstanding work so far. While there’s still a lot ahead, I want to recognize their efforts—because pulling all of this together takes a tremendous amount of time and dedication. 2. Resolution No. 3652 Adopting Additional Appropriations (New Day Intake Center Forgivable Loan) Upon a motion by David Relos for approval, seconded by Ophelia Gooden-Rodgers, the motion carried unanimously; the Commission approved Resolution No. 3652 as presented on September 25, 2025. 3. Disposition of 1408 Elwood Ave. (Drewrys) Joseph Molnar, Assistant Director of Growth and Opportunity, presented items 5A3-5A5 together for the disposition process for one development opportunity. We’re evaluating all three properties together. Most of the buildings on these sites date back to the 1960s. The City acquired the former Drewrys site in 2022 through the county’s tax sale certificate process. The Redevelopment Commission purchased the Portage-Elwood Shopping Center last year and just CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 5 closed on the Sunoco building two days ago. So now, the RDC officially owns all three sites. The minimum bid amounts—based on the average of two appraisals— are: • Drewry site: $295,000. It’s the largest but still has some foundations to remove, so it’s not a fully cleared Greenfield site. • Shopping Center: $907,000. • Sunoco building: $100,850, which matches the RDC’s purchase price. Bids for these properties are due by October 23, 2025. The City has invested significant time and resources into acquiring these 24 acres. While we’ve made progress, challenges remain—like demolition and environmental cleanup. But we’re moving quickly and shifting focus from remediation to redevelopment. We’ve received strong interest from developers, especially since the Drewrys Brewery came down and RDC acquired the shopping center. However, none of the sites have gone through the formal disposition process yet, which makes it hard to engage developers meaningfully. Each bid packet will be posted online and will state that the City prefers proposals that include all three sites together. Our long-term goal is full redevelopment of the entire 24-acre area. We’re not looking for piecemeal interest in just one parcel like the Sunoco or shopping center. Today, we’re voting on the bid specifications, the Notice of Intended Disposition (which will be published twice in the South Bend Tribune as required by law), and the resolution for disposition of each property, which includes the minimum bid amounts. President Warner reviewed the City’s process prior to establishing a development agreement. Tina Patton asked for clarification of the demolition of the Elwood Shopping Plaza. Mr. Bauer stated that we plan to demolish the grocery store located in the shopping center. To confirm, yes—approval for the demolition has already been granted. However, I don’t believe the bid specifications have been advertised yet. We’re currently in the process, and this will be presented to the Board of Public Works soon. The funding for the demolition has already been appropriated. As you may recall, this project is supported by multiple grants and loans from the State of Indiana. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 6 One source is the Revolving Residential Infrastructure Loan from the Indiana Finance Authority, which has already been closed. These loan proceeds can be used to support the demolition. Additionally, there is a $3.5 million READI Blight and Redevelopment grant, awarded through a separate funding round from the READI 2.0 process. While the contract is still being finalized, this grant will likely be structured as a reimbursement and used primarily for further site preparation and infrastructure. President Warner stated, to summarize: no additional budget appropriation will be needed for the demolition. Ms. Patton, to further address your question—there are still some administrative steps to take. Our ultimate goal is to bring the entire area to Greenfield state by spring or early summer. This would allow us to issue an RFP in the spring and begin serious discussions around full site development. Yes, we do intend to bring all property to a shovel-ready Greenfield condition. Commissioner Shaw asked if we were communicating that we would like this project to be all one package. Mr. Molnar stated that so far, most of the interest we've received has come from developers who want to be involved in the project. This is likely because we've previously shared conceptual renderings that show single-family homes on the site. Many of the developers reaching out are builders of single-family homes. They're excited about the potential—both for affordable housing and market-rate options. We expect the final development to include a mix of both. There’s been less interest from developers wanting to take on the entire site themselves. I’d be surprised if we get a bid for all three parcels together, though anything is possible. Most of the interest has been from people saying, “I’d like to help build 20 homes,” or “I want to be part of improving the neighborhood.” Upon a motion by Eli Wax for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the Bid Specifications, Notice of Intended Disposition and Resolution No. 3649 as presented on September 25, 2025. 4. Disposition of 1335 Portage Ave. (Portage Sunoco) Upon a motion by Eli Wax for approval, seconded by Ophelia Gooden- Rodgers, the motion carried unanimously; the Commission approved the Bid Specifications, Notice of Intended Disposition and Resolution No. 3650 as presented on September 25, 2025. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 7 5. Disposition of 1302 Elwood Ave. (Elwood Shopping Center) Upon a motion by Eli Wax for approval, seconded by Troy Warner, the motion carried unanimously; the Commission approved the Bid Specifications, Notice of Intended Disposition and Resolution No. 3651 as presented on September 25, 2025. 6. Second Amendment to Development Agreement (Great Lakes Capital Development, LLC) Erik Glavich, Director of Growth and Opportunity, presented this second amendment to the development agreement to extend the due diligence period by 6 months. The Madison Lifestyle Development Agreement was approved in March 2024. The Redevelopment Commission committed $24 million to support this major project just south of Memorial Hospital. Public Improvements The City agreed to build two parking garages (Phase 1 and Phase 2) and handle other necessary infrastructure work. Private Investment Great Lakes Capital committed $102 million in private investment. Their due diligence period ends this month, but this proposed amendment would extend it by 6 months until March 28, 2026. Timeline Each phase must be completed within two years after the City finishes its part of the work. Safeguard Clause If Great Lakes Capital doesn’t meet its obligations, the Redevelopment Commission has the option to buy back the land and find a new developer. Project Details • Phase 1: 150-unit apartment building, 105-bed hotel, and 35,000+ sq ft of retail space. • Phase 2: 91-unit apartment building and 7,000+ sq ft of retail space. • Both phases will include wrapped parking garages built by the City. Past Amendments • August 2024: First amendment approved to include a small parcel that was missing. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 8 • November 2024: Two agreements approved: o Assignment Agreement: Allows the City to be reimbursed directly for work funded by the READI grant. o Confirmation Agreement: Clarifies that the City remains responsible for building the garages, even if READI funds are used for other parts of the project. Linda Brotherson with Great Lakes Capital explained that the main reason for extending the due diligence period is to give us more time to finalize several items outlined in the development agreement between the City and Great Lakes Capital (GLC). One key item is the INDOT right-of-way approval—we haven’t finalized the exact specifications yet, but we’re comfortable with the direction things are heading, and the project is still moving forward. Other items include tax abatement details, which GLC is still working through. There are also smaller issues, like the ongoing work on the parking lot, which will provide access to Phase 1 of the site. That work has been slightly delayed, so we’re not yet ready to finalize the parking license agreement. This extension gives us time to properly document everything and avoid rushing into a notice to commence or similar agreement prematurely. Upon a motion by Gillian Shaw for approval, seconded by Eli Wax, the motion carried unanimously; the Commission approved the Second Amendment as presented on September 25, 2025. 7. Two Parking Lease Agreements (Leighton Garage) and Property Transfer Agreement (Madison Lifestyle District) Erik Glavich, Director of Growth and Opportunity, presented these three (3) interrelated agreements as a package. As part of the Madison Lifestyle District project, there was one key parcel needed for Phase 2 that wasn’t owned by Beacon when the development and purchase agreements were signed. It’s located at the northeast corner of Madison and Dr. Martin Luther King Jr. Blvd and is currently a parking lot with 27 spaces. The owner also owns the Jefferson Centre building downtown. This parcel is essential for Phase 2 to move forward. Negotiations with the owner began about a year ago. He expressed concern about the lack of dedicated parking for Jefferson Centre tenants, which has made it difficult to lease the building, it’s only about 50% occupied. Previously, tenants used a parking garage that was demolished in the early 2000s to make way for the Courtyard by Marriott. To address this, we propose using Leighton Garage, which is directly across the street from Jefferson Centre. The three agreements are: CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 9 1. 75-Year Parking Lease – Transfers the 27 existing parking spaces to Leighton Garage for Jefferson Centre tenants at standard reserved rates. 2. 30-Year Parking Lease – Adds 53 more spaces under similar terms. 3. Property Transfer Agreement – In exchange for the parking leases, the owner will transfer ownership of the parcel at 333 N. Dr. Martin Luther King Jr. Blvd. to Great Lakes Capital, completing the land acquisition for the Madison Lifestyle District project. Together, these agreements support the development while helping the Jefferson Centre offer parking to its tenants. The Leighton Garage has enough capacity to handle this—currently less than 50% full during peak hours, and Beacon’s lease for 90 spaces will expire in 2026, freeing up even more room. Importantly, the parking spaces must be tied to actual leases to ensure they’re used appropriately. Mr. Glavich reviewed the economic estimates, and the break-even year would be year 17. Caleb Bauer, Executive Director of Community Investment, reiterated that in the original development agreement with Great Lakes Capital, if neither party issued a notice to proceed on this block, there was an option for the Redevelopment Commission to purchase all properties owned by Great Lakes Capital for $1.00. This property would fall under the same option and be subject to equivalent terms—essentially absorbed into that original agreement structure. Danielle Campbell Weiss, Senior Asst. City Attorney noted, one small change needed in both Parking Lease Agreements: there’s an incorrect reference in the assignment clause. The last sentence currently reads: “The Developer shall not assign its rights.” However, it should say: “The Tenant shall not assign its rights.” The rest of the paragraph consistently refers to the Tenant, and this was just an oversight. President Warner asked that at this time, I would request a motion to amend the agreements as proposed by legal counsel. Upon a motion by Eli Wax to amend the agreements as proposed by legal counsel, seconded by Troy Warner, the motion carried unanimously; the Commission approved the amended language as presented on September 25, 2025. Secretary Wax expressed reservations with the terms of the 30-Year Parking Lease. Caleb Bauer responded that the City has a strong long- term interest in developing these two blocks, which are located near other major downtown investments. These blocks are key to the overall CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 10 redevelopment of the area and are currently almost entirely vacant, except for one small operating business. This project represents a unique public-private partnership between Great Lakes Capital and Beacon Health System. The City has made commitments to Beacon that helped unlock these parcels, and certain aspects of the deal—like structured parking—could only be provided by the City. As with any negotiated deal, some elements were discussed, and others were not. Cash consideration was part of the conversation at one point, but the current structure protects the City’s interest in redeveloping these blocks—regardless of Great Lakes Capital’s ability to deliver Phase 2, which we remain confident they will. Still, in the broader picture, we can’t risk these blocks remaining undeveloped if economic conditions change. With this structure, the City now holds title interest in the property, ensuring redevelopment can move forward no matter what happens. Ms. Campbell Weiss also stated that with the original development agreement, one of the due diligence items agreed to be the Commission’s commitment to acquire this property, which would be at the Commission’s sole cost and expense. The need to still acquire this final parcel was also a key reason for the prior agenda item regarding the Second Amendment to Development Agreement. Richard Nussbaun spoke in favor of the project and thanked the Commission as well as City staff. Matt Barrett and Tina Patton asked to table the request due to concerns with the overall transaction. Vice President Relos also expressed concerns with the figures presented however, he asked the other Commissioners to look at the bigger picture and trust staff’s judgement and spoke in favor of the agreements. Commissioner Shaw stated that this creates a win-win situation: we can move forward with Phase 2 of the Madison Lifestyle District while also supporting the Jefferson Centre, which has lost access to parking over the past 25 years. Given the City’s ongoing downtown development efforts, which sometimes reduce available parking, this series of interrelated agreements helps balance both priorities. It supports the growth of the Madison Lifestyle District and gives the Jefferson Centre a better chance to increase occupancy. She also asked what does the Jefferson Centre predict an increase of occupancy; Mr. Glavich stated an estimate of 30 tenants at capacity but is currently only half rented with 15 tenants. Joe Molnar, Assistant Director of Growth and Opportunity, commented that Leighton Garage is currently underutilized so providing parking at CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 11 no charge to tenants of Jefferson Centre would not lower revenues. President Warner commented that he agreed with that point. Upon a motion by Eli Wax for approval, seconded by Gillian Shaw, the motion carried unanimously; the Commission approved 75-Year Parking Lease as presented on September 25, 2025. Upon a motion by Gillian Shaw for approval, seconded by Troy Warner, the motion carried via voice vote; however, Eli Wax voted no; the Commission approved 30-Year Parking Lease as presented on September 25, 2025. Upon a motion by Eli Wax for approval, seconded by Troy Warner, the motion carried unanimously; the Commission approved Property Transfer Agreement as presented on September 25, 2025. 8. Fifth Amendment to Purchase Agreement (The Monreaux) Joseph Molnar, Assistant Director of Growth and Opportunity, presented this amendment to extend the contingency date until November 30, 2025 and gave background of the project. Devereaux Peters explained that we’re moving full steam ahead toward closing, but with so many funding sources involved, the paperwork and terms can get complicated. Unfortunately, we’ve faced some unexpected delays with our Freddie Mac loan. Our original underwriter resigned, which set us back about three weeks while we waited for a replacement. Then, the new underwriter also resigned just two weeks after starting. These hurdles were beyond our control, but despite the setbacks, we’re making fast progress toward closing and beginning construction. Tina Patton, President Warner and other Commissioners spoke in favor of the project. Upon a motion by Ophelia Gooden-Rodgers for approval, seconded by David Relos, the motion carried unanimously; the Commission approved the Fifth Amendment as presented on September 25, 2025. 6. Progress Reports A. Tax Abatement None B. Common Council CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – September 25, 2025 12 President Warner Council stated they are wrapping up budget discussions. This was a tough first budget cycle, where we had to make some reductions. Part of that is due to the extra $60 million we received from the American Recovery Plan in 2021–2023. As those funds wind down, some programs are naturally shrinking, and we’re also preparing for possible future cuts—especially if Senate Bill 1 isn’t amended, particularly regarding income tax reductions. I expect we’ll see additional requests to the Redevelopment Commission (RDC) for street and infrastructure funding in the coming year, continuing the work we've done through the Rebuilding Our Streets initiative. We’re also exploring other ways RDC can support residents and city services using TIF resources. He also thanked all of the staff and Commissioners for their dedication and support. C. Other None 7. Next Commission Meeting Thursday, October 9, 2025, 9:30 a.m. at Council Chambers 4th. Floor County-City Building 8. Adjournment Thursday, September 25, 2025, 10:58 a.m. ______________________________ ______________________________ Eli Wax, Secretary Troy Warner, President City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, September 16, 2025 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0118200 $1,728,500.00 GBLN-0118258 $12,327.71 GBLN-0000000 $0.00 Total:$1,740,827.71 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: Attest:_______________________________ Name: Redevelopment Commission Agenda Item DATE: October 2, 2025 FROM: Caleb Bauer & Zach Hurst SUBJECT: Budget Request – Rabbi Shulman Demolition Funding Source* (circle one) River West; River East; South Side; Douglas Road; West Washington; RDC General *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: This budget request is for $1,500,000 to pay for demolition of the former Rabbi Shulman apartment building located on Western Avenue: _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Page | 2 Bids were opened and read aloud at the September 23 Board of Public Works meeting. Nine bids were received, with the lowest responsive bid being submitted by Green Demolition at a price of $1,348,000. The project is anticipated to begin in November with building cleanout and asbestos abatement. Demolition will continue through the winter with final grading and seeding to be completed before April 15, 2026. South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 10/2/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Purchase Agreement – Michigan Motorsports – 3315 William Richardson Court 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: Approval of Purchase Agreement with 4Boys4 Investments LLC for 3315 William Richardson Court SPECIFICS: The proposed Purchase Agreement (the “Agreement”) is for a property owned by the Redevelopment Commission (“RDC”) located at 3315 William Richardson Court. The RDC acquired this property from the Industrial Revolving Fund (“IRF”) on June 25th 2019 and per the Memorandum of Understanding dated December 13, 2018 between the RDC and IRF this transfer was solely to permit the RDC to market and sell the property to a third party and the proceeds of the sale will be transferred to IRF. 4Boys4 Investments LLC is an entity of Michigan Motorsports who wish to move their business to the City of South Bend from Niles, MI. Michigan Motorsports is a family-owned business that provides high-quality, affordable performance parts for various automotive engines. The Agreement commits Michigan Motorsports to the following terms: - Purchase Price: $50,000.00 - Due Diligence Period: 90 days - Closing Deadline: 30 days after due diligence period - Minimum Investment: $4,000,000.00 - Construction Start Deadline: 12 months after closing - Construction Completion Deadline: 36 months after closing - Certificate of Completion issued by the RDC once construction is complete - Job Creation Requirement: 20 full-time jobs and maintain for 5 years after Construction Completion Date - Reporting must be submitted to RDC on June 30th and December 31st of each year until substantial completion of construction and on April 15th of each year after completion of construction The sale of this property will bring currently vacant land to productive use, while bringing a successful business to the City of South Bend. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 10/3/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Development Agreement – Cross Community Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Development Agreement for a New Six-Unit Apartment Complex and two Single-Family Homes in the Near Northwest Neighborhood SPECIFICS: The Commission will consider a Development Agreement with Cross Community, a local nonprofit developer who has been building affordable housing in the Near Northwest Neighborhood. The Development Agreement commits Cross Community to constructing a new six-unit apartment complex and two affordable single-family homes. This Agreement specifies that (1) the Funding Amount provided by Redevelopment Commission will not exceed $480,000 and (2) the Private Investment by the Developer will be no less than $1.3 million. The Developer agrees to complete the project by the end of 2028. The Funding Amount will be used to install new utilities, construct new curbs, sidewalks and/or pedestrian walkways, and construct foundations of housing units in support of the project. Staff recommends approval. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), is effective as of October 9, 2025 (the “Effective Date”), by and between the City of South Bend, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), and Cross Community, Inc., an Indiana nonprofit corporation, with offices at 507 Sherman Ave., South Bend, Indiana 46616 (the “Developer”) (each, a “Party,” and collectively, the “Parties”). RECITALS WHEREAS, the Commission exists and operates under the provisions of the Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the “Act”); and WHEREAS, the Act provides that the clearance, replanning, and redevelopment of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, the Developer owns certain real property described in Exhibit A, together with all improvements thereon and all easements, rights, licenses, and other interests appurtenant thereto (collectively, the “Developer Property”); and WHEREAS, the Developer desires to redevelop the Developer Property into a new six- unit affordable housing apartment building and two new affordable single family homes; and WHEREAS, the Developer currently has private financing and desires to construct, renovate, or otherwise rehabilitate certain elements of the Developer Property (the “Project”) in accordance with the project plan (the “Project Plan”) attached hereto as Exhibit B; and WHEREAS, the Developer Property is located within the corporate boundaries of the City within the River West Development Area (the “Area”); and WHEREAS, the Commission has adopted (and subsequently amended, from time to time) a development plan, which contemplates development of the Area consistent with the Project; and WHEREAS, the Commission believes that accomplishing the Project as described herein is in the best interests of the health, safety, and welfare of the City and its residents; and WHEREAS, the Commission desires to facilitate and assist the Project by undertaking the local public improvements stated in Exhibit C (the “Local Public Improvements”) and the financing thereof, subject to the terms and conditions of this Agreement and in accordance with the Act. NOW, THEREFORE, in consideration of the mutual promises and obligations stated in this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows: 2 SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the following meanings: 1.1 Assessed Value. “Assessed Value” means the market value-in-use of a property, used for property tax assessment purposes as determined by the St. Joseph County Assessor. 1.2 Board of Works. “Board of Works” means the Board of Public Works of the City, a public body granted the power to award contracts for public works pursuant to I.C. 36-1-12. 1.3 Funding Amount. “Funding Amount” means an amount not to exceed Four Hundred and Eighty Thousand Dollars ($480,000.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the Local Public Improvements. 1.4 Private Investment. “Private Investment” means an amount no less than One Million Three Hundred Thousand Dollars ($1,300,000.00) to be expended by the Developer for the costs associated with constructing the improvements set forth in the Project Plan, including architectural, engineering, and any other costs directly related to completion of the Project that are expected to contribute to increases in the Assessed Value of the Developer Property. SECTION 2. INTERPRETATION, TERMS, AND RECITALS. 2.1 Interpretation. (a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section of, or Exhibit to this Agreement. (b) Unless otherwise specified, references in this Agreement to (i) “Section” or “Article” shall be deemed to refer to the Section or Article of this Agreement bearing the number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement bearing the letter or number so specified, and (iii) references to this “Agreement” shall mean this Agreement and any exhibits and attachments hereto. (c) Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d) The terms “include,” “including,” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. 3 SECTION 3. ACCESS. 3.1 Grant of Easement. The Developer will grant to the Commission a temporary, non- exclusive easement on, in, over, under and across any part(s) of the Developer Property (the “Easement”) in the form attached hereto as Exhibit D, to permit the Commission to fulfill its obligations under this Agreement, including the construction, equipping, inspection, and delivery of the Local Public Improvements. The Easement shall (a) inure to the benefit of the Commission and the Board of Works or any contractors acting on behalf of the Commission in connection with the construction, equipping, inspection, and delivery of the Local Public Improvements; (b) shall bind the Developer and its grantees, successors, and assigns; and (c) shall terminate no later than upon completion of the Local Public Improvements, as determined by the Board of Works. SECTION 4. DEVELOPER’S OBLIGATIONS. 4.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. 4.2 The Project. (a) The Developer will perform all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the City Planner, or his designee, pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, which improvements shall comply with all zoning and land use laws and ordinances. (b) The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the plans and specifications to be approved by the Commission pursuant to Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement. (c) The Developer will comply with the affordability requirements for the timeframes set forth in the Project Plan attached hereto as Exhibit B. 4.3 Cooperation. The Developer agrees to endorse and support the Commission’s efforts to expedite the Local Public Improvements through any required planning, design, public bidding, construction, inspection, waiver, permitting, and related regulatory processes. 4.4 Obtain Necessary Easements. The Developer agrees to obtain any and all easements from any governmental entity and/or any other third parties that the Developer or the Commission deems necessary or advisable in order to complete the Local Public Improvements, and the obtaining of such easements is a condition precedent to the Commission’s obligations under this Agreement. 4.5 Timeframe for Completion. The Developer hereby agrees to complete the Project as set forth in the Project Plan and any other obligations the Developer may have under this Agreement by December 31, 2028 (the “Mandatory Project Completion Date”). The Developer 4 further agrees the total Project will be completed in accordance with the Project Plan attached hereto as Exhibit B. Notwithstanding any provision of this Agreement to the contrary, the Developer’s failure to complete the Project or any other obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. In addition, Developer’s failure to comply with the affordability requirements set forth in the Project Plan in Exhibit B for the full timeframes required shall constitute a default constitute a default under this Agreement without any requirement of notice of an opportunity to cure such failure. 4.6 Reporting Obligations. (a) Upon the letting of contracts for substantial portions of the Project and again upon substantial completion of the Project, the Developer hereby agrees to report to the Commission the number of local contractors and local laborers involved in the Project, the amount of bid awards for each contract related to the Project, and information regarding which contractor is awarded each contract with respect to the Project. (b) On or before June 30 and December 31 of each year until substantial completion of the Project, the Developer shall submit to the Commission a report, in the format set forth as Exhibit E, demonstrating the Developer’s good-faith compliance with the terms of this Agreement. The report shall include the following information and documents: (i) a status report of the construction completed to date, (ii) an update on the project schedule, (iii) an itemized accounting generally identifying the Private Investment to date, and (iv) a status report of the number of jobs created for employment at the Developer Property. (c) On or before April 15 of the year that is one year after substantial completion of the Project and on each April 15 thereafter until April 15 of the year which is fifteen (15) years after substantial completion of the Project, the Developer shall submit to the Commission documentation to certify compliance with income and rent restrictions and maintain documentation sufficient to verify tenant eligibility and rent levels. 4.7 Submission of Plans and Specifications for Project. Promptly upon completion of all plans and specifications for the Project, or changes thereto, and prior to the Commission’s expenditure of the Funding Amount, the Developer shall deliver a complete set thereof to the City’s Executive Director Department of Community Investment, or his or her designee, who may approve or disapprove said plans and specifications for the Project in his or her sole discretion and may request revisions or amendments to be made to the same. 4.8 Costs and Expenses of Construction of Project. The Developer hereby agrees to pay, or cause to be paid, all costs and expenses of planning, construction, management, and all other activities or purposes associated with the Project (including legal, architectural, and engineering fees), exclusive of the Local Public Improvements, which shall be paid for by the Commission by and through the Funding Amount subject to the terms of this Agreement. 4.9 Specifications for Local Public Improvements. The Developer will be responsible for the preparation of all bid specifications related to the Local Public Improvements, and the 5 Developer will pay all costs and expenses of such preparation, provided, however, that if the Commission pays any costs or expenses of such preparation, then the amount paid by the Commission will be deducted from the Funding Amount. The Developer will submit all bid specifications related to the Local Public Improvements to the City of South Bend Engineering Department (the “Engineering Department”). The Engineering Department may approve or disapprove said bid specifications for the Project in its sole discretion and may request revisions or amendments to be made to the same. The Commission shall not be required to expend the Funding Amount unless the Engineering Department has approved all bid specifications. 4.10 Non-Interference. Developer hereby agrees to use commercially reasonable efforts to minimize disruption for those living and working near the Developer Property during construction of the Project. 4.11 Insurance. The Developer shall purchase and maintain comprehensive insurance coverage as is appropriate for the work being performed with respect to the Project. The Developer shall provide proof of such adequate insurance to the Commission and shall notify the Commission and the City of any change in or termination of such insurance. During the period of construction or provision of services regarding any Local Public Improvements, the Developer shall maintain insurance in the kinds and for at least the minimum amounts as described in Exhibit F attached hereto and the Commission and the City shall be named as additional insureds on such policies (but not on any worker’s compensation policies). 4.12 Information. The Developer agrees to provide any and all due diligence items with respect to the Project reasonably requested by the Commission. SECTION 5. COMMISSION’S OBLIGATIONS. 5.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to perform and abide by the covenants and obligations set forth in this Agreement is material consideration for the Commission’s commitment to perform and abide by the covenants and obligations of the Commission contained in this Agreement. 5.2 Completion of Local Public Improvements. (a) The Commission hereby agrees to complete (or cause to be completed) the Local Public Improvements described in Exhibit C attached hereto on a schedule to be reasonably determined and agreed to by the Commission and the Developer, as may be modified due to unforeseen circumstances and delays. (b) Before any work on the Local Public Improvements will commence, (a) the Commission will have received satisfactory plans and specifications for the Project and responded in accordance with Section 4.7 (“Submission of Plans and Specifications for Project”) of this Agreement, and (b) the Engineering Department will have received satisfactory bid specifications for the Local Public Improvements and approved the same in accordance with Section 4.9 (“Specifications for Local Public Improvements”) of this Agreement. (c) The Local Public Improvements will be completed in accordance with all applicable public bidding and contracting laws and will be subject to inspection by the 6 Engineering Department or its designee. (d) Notwithstanding anything contained herein to the contrary, in the event the costs associated with the Local Public Improvements are in excess of the Funding Amount, Developer, at its sole option, may determine to pay to the Commission the amount of the excess costs to permit timely completion of the Local Public Improvements by the Commission, or an agent of the Commission, which amounts shall be applied for s uch purpose. If Developer chooses not to pay any such excess costs of the Local Public 7 Improvements (above the Funding Amount), the Commission may reduce the scope of the Local Public Improvements to the amount which may be funded with the Funding Amount. In no event will the Commission be required to spend more than the Funding Amount in connection with the Local Public Improvements. 5.3 Cooperation. The Commission agrees to endorse and support the Developer’s efforts to expedite the Project through any required planning, design, permitting, waiver, and related regulatory processes, provided, however, that the Commission will not be required to expend any money in connection therewith. 5.4 Public Announcements, Press Releases, and Marketing Materials. The Commission hereby agrees to coordinate all public announcements and press releases relating to the Project with the Developer. SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. 6.1 Cooperation. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel; however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside. SECTION 7. DEFAULT. 7.1 Default. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. Upon the occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel specific performance) seeking remedies for such default. If the default is cured within thirty (30) days after the notice described in this Section 7.1, then no default shall exist and the noticing Party shall take no further action. Reimbursement Obligation. In the event that the Developer fails (a) to complete the Project by the Mandatory Project Completion Date, (b) to expend the full amount of the Private Investment by the Mandatory Project Completion Date, or (c) to comply with the affordability requirements set forth in the Project Plan for the full timeframe required, then the Commission shall be entitled to recover from Developer, as liquidated damages, One Hundred Fifty Percent (150%) of the portion of the Funding Amount expended by the Commission in furtherance of the Local Public Improvements (“Liquidated Damages”). The Parties acknowledge and agree that the actual damages to the Commission, the City, and its citizens in the event of a default by Developer would be difficult or impossible to determine, and the Liquidated Damages set forth above represents the 8 best estimate of the Parties as to the amount of such damages at the time of execution and delivery of this Agreement. If the Developer fails to perform and complete the work within the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed upon monetary damages sustained by the Commission, the City, and citizens of South Bend for the Commission’s direct investment into the Project, the negative impact upon the Commission’s ability to develop other projects in South Bend, and expenses of City employees supporting the Project, including, redevelopment staff, engineering staff, legal department staff, and a construction manager on site. 7.2 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 8. NO AGENCY, JOINT VENTURE, OR PARTNERSHIP; CONFLICT OF INTEREST; INDEMNITY. 8.1 No Agency, Joint Venture or Partnership. The Parties acknowledge and agree that: (a) The Project is a private development; (b) None of the Commission, the Board of Works, or the Developer has any interest or responsibilities for, or due to, third parties concerning any improvements until such time, and only until such time, that the Commission, the Board of Works, and/or the Developer expressly accepts the same; and (c) The Parties hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Commission, the Board of Works, and the Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the Commission, the Board of Works, and the Developer. 8.2 Conflict of Interest; Commission Representatives Not Individually Liable. No member, official, or employee of the Commission or the City may have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of the Commission or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the 9 Commission or for any amount which may become due to the Developer, or its successors and assigns, or on any obligations under the terms of this Agreement. No partner, member, employee, or agent of the Developer or successors of them shall be personally liable to the Commission under this Agreement. 8.3 Indemnity. The Developer agrees to indemnify, defend, and hold harmless the Commission and the City from and against any third-party claims suffered by the Commission or the City resulting from or incurred in connection with the Local Public Improvements or the Project. SECTION 9. MISCELLANEOUS. 9.1 Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the parties. 9.2 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 9.3 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all such other further instruments and documents as may be reasonably necessary to accomplish the Project and the Local Public Improvements contemplated by this Agreement and to provide and secure to the other Parties the full and complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the Parties understand and agree that certain actions contemplated by this Agreement may be required to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including, but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been obtained and completed), and that any action by such third parties shall require independent approval by the respective person, agency, entity, or governing body thereof. 9.4 Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 10 9.5 Attorneys’ Fees. In the event the Commission pursues any legal action (including arbitration) to enforce or interpret this Agreement, Developer shall pay Commission’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 9.6 Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Project: (a) The Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and (b) The Developer will state, in all solicitations or advertisements for employees placed by or on behalf of the Developer, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 9.7 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute one and the same instrument. Any electronically transmitted version of a manually executed original shall be deemed a manually executed original. 9.8 Notices and Demands. Any notice, demand, or other communication required or permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested (which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service (which will be deemed delivered on the next business day) to each Party’s respective addresses and representatives stated below. Developer: Cross Community Inc. Attn: Tina Patton 707 Sherman Ave. South Bend, IN 46616 Commission: South Bend Redevelopment Commission South Bend City Hall 215 S. Dr. Martin Luther King Jr. Blvd. Suite 500 South Bend, IN 46601 Attn: Executive Director, South Bend Department of Community Investment With a copy to: South Bend Legal Department South Bend City Hall 215 S. Dr. Martin Luther King Blvd. Suite 600 South Bend, IN 46601 Attn: Corporation Counsel 11 9.9 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana. 9.10 Authority. Each undersigned person executing and delivering this Agreement on behalf of a Party represents and certifies that he or she is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. 9.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 9.12 Assignment. The Developer’s rights under this Agreement shall be personal to the Developer and shall not run with the land. The Developer may not assign its rights or obligations under this Agreement to any third party without obtaining the Commission’s prior written consent to such assignment, which the Commission may give or withhold in its sole discretion. In the event the Developer seeks the Commission’s consent to any such assignment, the Developer shall provide to the Commission all relevant information concerning the identities of the persons or entities proposed to be involved in and an explanation of the purposes for the proposed assignment(s). 9.13 Further Assurances. The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 9.14 Exhibits. All exhibits described herein and attached hereto are incorporated into this Agreement by reference. 9.15 Entire Agreement. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ authorized representatives. 9.16 Time. Time is of the essence of this Agreement. Signature Page Follows 12 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date stated above. SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Eli Wax, Secretary CROSS COMMUNITY INC. Tina Patton, Manager 13 EXHIBIT A Description of Developer Property Parcel I Tax ID No. 018-1076-3181 Parcel Key No. 71-08-02-331-029.000-026 Legal Description: Lot 31 Cushings 2nd Commonly known as: 731 Allen St. Parcel II Tax ID No. 018-1076-3180 Parcel Key No. 71-08-02-331-028.000-026 Legal Description: Lot 30 Cushings 2nd Commonly known as: 733 Allen St. Parcel III Tax ID No. 018-1077-3247 Parcel Key No. 71-08-02-334-008.000-026 Legal Description: 17 Ft N Side Lot 3 16 Ft S Side Lot 4 A H Cushings Commonly known as: 630 Allen St. 14 EXHIBIT B Project Plan The Developer will complete the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: The Developer will complete each of the following improvements to the Developer Property: • 630 Allen Street: Construction of a six (6) unit residential building with all units offered at rents affordable to households earning less than 80% of the Area Median Income (AMI), as published annually by HUD, maintained for a minimum affordability period of fifteen (15) years. • 731 Allen Street and 733 Allen Street: Construction and completion of two (2) single-family residential units, each offered for sale at a price affordable to households earning no more than 100% of the Area Median Income (AMI) The Developer will complete the work contemplated herein in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. Each structure will be considered substantially complete upon the issuance of Certificates of Occupancy on each individual unit within the structure. Notwithstanding substantial completion, the affordability requirements set forth in this Agreement shall remain in full force and effect for the duration specified herein. 15 EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work serving the Developer Property in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: • Installation of new utilities; • Construction of curbs, sidewalks, and/or pedestrian walkways; • Construction of foundations for the housing units; • Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 of this Agreement for the Local Public Improvements. The Developer shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.9 (“Specifications for Local Public Improvements”) or that require funding above the Funding Amount are the sole responsibility of the Developer. 16 EXHIBIT D Form of Easement 17 GRANT OF TEMPORARY EASEMENT THIS INDENTURE, made as of the ninth of October, 2025 (the “Effective Date”), by and between Cross Community, Inc., an Indiana nonprofit corporation, with offices at 507 Sherman Ave., South Bend, Indiana 46616 (the “Grantor”), and the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 215 S. Dr. Martin Luther King, Jr. Blvd, Suite 500, South Bend, Indiana 46601 (the “Grantee”). WITNESSETH: For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which Grantor hereby acknowledges, Grantor hereby grants, conveys, and warrants to Grantee a temporary, non-exclusive easement (the “Easement”) on, in, over, under and across the real property described in attached Exhibit 1 (the “Property”) for the construction, equipping, and delivery of certain improvements on the Property (the “Local Public Improvements”), together with the right of ingress to and egress from the Easement for said purposes, all pursuant to a certain Development Agreement by and between Grantor and Grantee, dated October 9, 2025 (the “Development Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. The Easement granted herein shall pertain to the air, surface, and subsurface rights and interests of Grantor, for the use and benefit of Grantee, and its successors and assigns, to the extent necessary to accomplish and carry out the construction, equipping, and delivery of the Local Improvements on the Property. The Easement hereby granted includes the right and privilege for Grantee at reasonable times to clean and remove from said Easement any debris or obstructions interfering with said Easement. The Easement granted herein, and its associated benefits and obligations, shall inure to the benefit of Grantee and Grantee’s contractors acting on Grantee’s behalf in connection with the Local Public Improvements. Notwithstanding anything contained herein to the contrary, unless extended in writing by Grantor, the Easement shall terminate and be of no further force and effect on the date (hereinafter, the “Construction Termination Date”) of the earliest of the following: (a) completion of the Local Public Improvements; (b) expiration or earlier termination of the Development Agreement; or (c) such earlier date as Grantor and Grantee may agree to in writing. 18 IN WITNESS WHEREOF, Grantor has executed this Grant of Temporary Easement on the date shown in the acknowledgment set forth below to be effective as of the Effective Date. GRANTOR: Cross Community, Inc. Printed: Tina Patton Its: Manager STATE OF ) ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for said State, personally appeared Tina Patton, to me known to be the Manager of the Grantor in the above Grant of Temporary Easement, and acknowledged the execution of the same as the Grantor’s free and voluntary act and deed. WITNESS my hand and Notarial Seal this day of , 20 . , Notary Public Residing in County, My Commission Expires: I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, City of South Bend, Indiana, Department of Law, 227 W. Jefferson Boulevard, Suite 1200S, South Bend, IN 46601. 19 EXHIBIT 1 Description of Property Parcel I Tax ID No. 018-1076-3181 Parcel Key No. 71-08-02-331-029.000-026 Legal Description: Lot 31 Cushings 2nd Commonly known as: 731 Allen St. Parcel II Tax ID No. 018-1076-3180 Parcel Key No. 71-08-02-331-028.000-026 Legal Description: Lot 30 Cushings 2nd Commonly known as: 733 Allen St. Parcel III Tax ID No. 018-1077-3247 Parcel Key No. 71-08-02-334-008.000-026 Legal Description: 17 Ft N Side Lot 3 16 Ft S Side Lot 4 A H Cushings Commonly known as: 630 Allen St. 20 EXHIBIT E Form of Report to Commission 21 City of South Bend Department of Community Investment Answer the below questions and return to the Department of Community Investment. Project Information Project Name: Address: Construction Completed to Date: Project Schedule Update: Itemized Accounting of Private Investment to Date: Number of Jobs Created: Name: Address: Position: Email: Signature: Date: Development Agreement Review 22 EXHIBIT F Minimum Insurance Amounts A. Worker’s Compensation 1. State Statutory 2. Applicable Federal Statutory 3. Employer’s Liability $100,000.00 B. Comprehensive General Liability 1. Bodily Injury a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate Products and Completed Operation 2. Property Damage a. $5,000,000.00 Each Occurrence b. $5,000,000.00 Annual Aggregate C. Comprehensive Automobile Liability 1. Bodily Injury a. $500,000.00 Each Person b. $500,000.00 Each Accident 2. Property Damage a. $500,000.00 Each Occurrence South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 10/2/2025 FROM: Erin Michaels – Property Development Manager SUBJECT: Opening of Former Singer Manufacturing Building Proposals 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: Public Opening of Former Singer Manufacturing Building Request for Proposal Submissions SPECIFICS: On June 26th 2025 the Redevelopment Commission approved a Request for Proposal (RFP) that outlined the desire for the building to be completely rehabilitated while incorporating the existing childcare tenant space by a future developer. The building is approximately 60,000 square feet and located on 3.39 acres along the St. Joseph River. The RFP set 12:00pm local time, October 8, 2025 as the due date for all submissions. Any and all submissions received by that time will be opened publicly at the October 9, 2025 RDC meeting. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 10/7/25 FROM: Caleb Bauer, Exec. Dir. of Community Investment SUBJECT: Ready to Grow St. Joe Quality Improvement Grant 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: Funding in the amount of $100,000 for the 2025-2026 Quality Improvement Grant for Ready to Grow St. Joe. SPECIFICS: Ready to Grow St. Joe (RTG) is a collective of early childhood stakeholders committed to ensuring that all children in St. Joseph County, from birth to eight years old, have the foundation to thrive in school and life. RTG works through a coalition of members to engage the community, build systems, and empower families, focusing efforts on Quality Early Learning, Health & Wellness, and Family Support. The Quality Improvement Grant supports early childhood and childcare programs by providing quality learning materials for those enrolled in the Indiana Paths to Quality program, Indiana’s Quality Rating System for Child Care Programs. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION