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HomeMy WebLinkAboutRedevelopment Commission Agenda & Packet 12.11.25 South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Agenda Regular Meeting December 11, 2025 – 9:30 a.m. City Hall Council Chambers 3rd Floor or via: https://tinyurl.com/RDC2025-2026-Meetings Meeting Recording Link: https://tinyurl.com/RDC-Meeting-Recordings 1. Roll Call • Troy Warner, President – (Council) Jan. 2025 to Dec. 2025 • Dave Relos, Vice President – (Mayor) Jan. 2025 to Dec. 2025 • Eli Wax, Secretary – (Mayor) Feb. 2025 to Dec. 2025 • Gillian Shaw, Commissioner – (Mayor) Jan. 2025 to Dec. 2025 • Ophelia Gooden-Rodgers, Commissioner – (Council) Feb. 2025 to Dec. 2025 • Marcus Ellison, Non-Voting Advisor – (School Board) Feb. 2025 to Dec. 2026 2. Approval of Minutes A. Minutes of the Regular Meeting of November 24, 2025 3. Approval of Claims A. Claims Allowance October 14, 2025 B. Claims Allowance October 21, 2025 C. Claims Allowance November 4, 2025 D. Claims Allowance November 18, 2025 E. Claims Allowance November 25, 2025 4. Old Business A. None 5. New Business A. River West Development Area 1. Approval of Request for Proposal (State Theatre) 2. First Amendment to Development Agreement (Liberty Tower) 3. Certificate of Completion (Momentum Entrepreneurship Hub) 4. Resolution No. 3659 Approving Site Plans and Execution of Real Estate Purchase Agreement (Momentum Development Group, LLC) 5. First Amendment to Purchase Agreement (Property Bros.) 6. Resolution No. 3660 Certificate of Completion (Property Bros.) 7. First Amendment to Development Agreement (Property Bros.) 8. Budget Request (Union Station Planning/Analysis) South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Page | 2 B.River West Development Area (Riverwalk Allocation Area) 1.Second Amendment to Economic Development Agreement (J.C. Hart Co., Inc.) C.Redevelopment General Fund (a.k.a. Pokagon-South Bend Fund) 1.Budget Request (Dismas House) D.Administrative 1.Resolution No. 3657 (2026 RDC Meeting Schedule) 6.Progress Reports A.Tax Abatement B.Common Council C.Other 7.Next Commission Meeting Thursday, December 18, 2025, 9:30 a.m. at Council Chambers, Room 301 8.Adjournment South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Minutes Regular Meeting November 24, 2025 – 9:30 a.m. City Hall Council Chambers 3rd Floor or via: https://tinyurl.com/RDC2025-2026-Meetings Meeting Recording Link: https://tinyurl.com/RDC-Meeting-Recordings The South Bend Redevelopment Commission was called to order at 9:31 a.m. Secretary Eli Wax presiding. 1. ROLL CALL Members Present: Eli Wax, Secretary Ophelia Gooden-Rodgers, Commissioner Members Absent: Troy Warner, President Dave Relos, Vice President Marcus Ellison, Non-Voting Advisor Members Virtually: Gillian Shaw, Commissioner Legal Counsel: Danielle Campbell Weiss, Senior Asst. City Attorney Redevelopment Staff: Caleb Bauer, Executive Director, DCI Sarah Schaefer, Deputy 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 Charlotte Brach, Senior Engineer Zach Hurst, Senior Engineer - Virtual Laura Hensley, Board Secretary, DCI Attending: Mark Weber, YMCA Denise Peter, YMCA Matt Barrett, 110 S. Niles Ave. Tina Patton, 707 Sherman Ave. Murray Miller, 23698 Western Ave. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 2 2. Approval of Minutes A. Approval of Minutes of the Regular Meeting of Thursday, November 13, 2025 Motion was made by Ophelia Gooden-Rodgers to approve, second by Gillian Shaw. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Regular Meeting Minutes from November 13, 2025. 3. Approval of Claims A. None 4. Old Business A. None 5. New Business A. River West Development Area 1. Second Amendment to YMCA Lease (Leighton Building) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the Second Amendment to the YMCA lease in the Leighton Building in downtown South Bend. This building is at the corner of Main and Jefferson and extends to Michigan Street. Background: • In Spring 2024, the Redevelopment Commission (RDC) acquired the Leighton Building from Beacon Health System as part of a larger development agreement with Beacon and GLC. • On April 25, 2024, the RDC and YMCA entered into a partnership that included: o Donation of the old Northside Blvd. property. o A lease through 2031 for floors 3, 4, and 5 for a health and fitness center. • The YMCA invested heavily in renovations, including over $500,000 for the pool. They now have 3,500 members downtown, which is great for the City’s vitality. • Under the current Lease Terms, the YMCA also pays one-third of the building’s utility costs. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 3 Proposed Second Amendment: • Purpose: Expand quality childcare options downtown—a long-term City priority. • YMCA received a READI 2.0 grant to create a childcare center in the Leighton Building. • Starting May 1, 2026, YMCA will lease about 9,500 sq. ft. (≈ two- thirds of the first floor) after Beacon’s lease ends April 30, 2026. • Lease flexibility allows adjustments during demolition and build-out. • From calendar year 2026 onward, YMCA will reimburse half of all building utility costs. • YMCA will operate a full-service childcare facility for ages 6 months to 3 years, open to the public (not just YMCA members). • Lease term will remain through 2031. Why this matters: This project meets a critical need for downtown employees and families, offering convenient childcare and supporting downtown growth. Commissioner Gooden-Rodgers asked will families receive any grants or financial assistance to help cover the cost and how will this be advertised? Denise Peters, Chief Operating Officer from the YMCA, stated that she oversees programs at the YMCA. Their goal is for 60% of families to receive support through a sliding scale based on financial need and this program is for everyone and opened to the public by January of 2027. Commissioner Shaw asked will the YMCA contract with an outside childcare provider? If so, do we know their history and ability to serve local children? Ms. Peters stated no, the YMCA will not contract with another provider. The YMCA itself will operate the childcare center. They have a strong track record of providing quality childcare across their organization. Motion was made by Ophelia Gooden-Rodgers to approve, second by Gillian Shaw. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Amendment as presented on November 24, 2025. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 4 2. Budget Request (Leighton Building Improvements) Joseph Molnar, Assistant Director of Growth and Opportunity, is requesting $750,000 from the River West TIF for improvements at the Leighton Building for two main purposes: 1. Install a New Building Automation System • The current HVAC control system is outdated and inefficient. • A new system will allow better temperature control across all five floors, which is important for spaces like offices, a gym, and a pool that have different needs. • This upgrade will improve energy efficiency, reduce utility costs, and extend the life of the HVAC system. 2. Begin Second Floor Renovation • The second floor is mostly vacant except for pool equipment. • The plan is to relocate the City IT Department here since they don’t need public-facing space and currently lease at a separate location. • Funds will cover: o Internal demolition of old HealthWorks Museum space. o Structural improvements around the pool if needed. o Initial design and build-out for IT offices. • Design work has started, but demolition is needed to uncover any surprises before full renovation. Commissioner Gooden-Rodgers asked why demolition is needed. Mr. Molnar, we’ll need to demolish the existing interior to understand the space fully. We have the original blueprints, so we know the general layout, but the floor still has many walls and features from its previous use as the HealthWorks Museum. That includes things like a large brain exhibit, an auditorium, and several small offices. The space was designed for a children’s museum, not for offices, so it will require significant reconfiguration. Caleb Bauer, Executive Director of Community Investment, also shared that the City Hall development did not use TIF funds. For the Leighton Building, we’re requesting this appropriation to fully reactivate the building, similar to other Redevelopment Commission projects. Future IT department build-out will likely require Common Council approval for non-RDC budget funds. This request focuses on improvements that benefit the entire building, including YMCA activation and reusing the second floor. Budget Notes: CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 5 We don’t know the full cost for office build-out. When that figure is clear, we’ll request funds from the Common Council—not RDC. We do not expect another large RDC budget request for this project unless paired with a Common Council request. Secretary Wax asked how many employees from the IT Department will move. Mr. Bauer said about 20 employees will move from TRC to Leighton. This move will allow RDC to terminate the TRC lease, which can be done anytime with advance notice under the renegotiated terms. Secretary Wax asked whether the City would enter into a lease with the Redevelopment Commission. Mr. Bauer responded that this has not been considered at this time. Commissioner Shaw asked, does the IT department have any special requirements for the space such as equipment needs, demolition considerations, or load-bearing issues? Mr. Bauer stated not for this current request. When we move to the office build-out phase, there will be some unique needs related to network connectivity, and we’ll address those at that time. Commissioner Shaw also asked, “Can you explain how the building automation system will work”? Is it similar to a Nest thermostat but for commercial spaces, helping with energy efficiency and temperature control? Mr. Molnar explained, yes, that’s a good comparison. Each zone on each floor will have better temperature control. For example, if the pool area runs warm, that zone can be cooled more than the first floor, which stays cooler naturally. The system will direct heating or cooling where it’s needed, unlike the current system that treats the entire building the same. Ms. Shaw also inquired about the expected energy savings, maybe not something we can answer now, but it seems like a fantastic improvement. Motion was made by Gillian Shaw to approve, second by Ophelia Gooden-Rodgers. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Budget Request as presented on November 24, 2025. 3. Accepting Resolution No. 27-2025 Transfer of 105 S. Olive St. from BPW to RDC (Former SBARC Building) CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 6 Joseph Molnar, Assistant Director of Growth and Opportunity, presented this Resolution which transfers 105 S. Olive St. from the Board of Public Works (BPW) to the Redevelopment Commission (RDC). Background: • The building was originally constructed in the early 1900s as a fire station and later served as the Animal Care and Control facility. • It is located on Olive Street, just south of the railroad tracks and Washington Street. • The property is about 0.16 acres and includes a historic two-story structure. • The site has been vacant since Animal Care and Control relocated to Kennedy Park. Reason for Transfer: City staff believe RDC is better positioned to manage redevelopment opportunities. BPW has had occasional interest from individuals and businesses, but RDC can more effectively handle those processes. Status: • BPW approved its matching resolution on November 12, 2025. • This resolution simply accepts the property transfer from BPW to RDC. Secretary Wax asked if we anticipate any financial investment or related expenditure for that property and Mr. Molnar stated not at this time. Motion was made by Ophelia Gooden-Rodgers to accept, second by Gillian Shaw. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission accepting Resolution No. 27-2025 as presented on November 24, 2025. 4. Budget Request (Western Ave. Transformation) Charlotte Brach, Senior Engineer, presented a budget request of $100,000 for design and engineering services for the Western Ave. Transformation District project. Project Background: CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 7 • Redevelopment of the former Rabbi Shulman public housing site and nearby lots. • Planned: 208 mixed-income housing units. • Developer: The Michaels Organization. • Funding sources: Community Foundation of St. Joseph County, READI 2.0, HUD Section 108 loan, and LIHTC. Status Update: • Demolition of Rabbi Shulman building will begin soon. • HUD Section 108 loan is in process but delayed by the federal shutdown. • JPR selected as design/engineering firm. • Developer submitted LIHTC application for the 4% non-competitive round (due December). Budget Details: • Request: $100,000 from River West Development Area TIF for infrastructure design. • Total design contract: $850,000; full design and construction will be funded through HUD Section 108 loan. • Immediate need: Start survey and master site plan to support LIHTC application for Phase 1A. • This funding allows JPR to begin work while HUD funds are pending. Secretary Wax asked if the LIHTC application has been completed. Sarah Schaefer, Deputy Director of Community Investment explained that the application has been submitted . Commissioner Gooden-Rodgers inquired about the timeline and Zach Hurst, Senior Engineer, explained that the building clean-out and asbestos abatement are in progress. Full demolition of the structure is anticipated to begin in January, the design and engineering we hope to be done by May-June, and we should hear about the LIHTC award in March or April. Ms. Gooden-Rodgers also stated that several constituents have raised questions about pest infestations—specifically mice, bed bugs, and similar issues—prior to demolition. They want to know what measures will be taken to prevent these pests from spreading into the surrounding area or becoming a public nuisance. Mr. Hurst stated that he would get that information to the Commissioner’s soon and the contractor is required to follow all local, state and federal regulations when it comes to building cleaning out and building demolition. Motion was made by Gillian Shaw to approve, second by Ophelia Gooden-Rodgers. On the motion: CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 8 • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Budget Request as presented on November 24, 2025. 5. Recommendation for Submission Received (Carroll St. Lots Disposition) Joseph Molnar, Assistant Director of Growth and Opportunity, presented the property at Carroll Street and Monroe, just south of downtown, is split-zoned for mixed-use (Neighborhood Center) and residential (U2). The Redevelopment Commission (RDC) initiated the disposition process and opened bids at the last meeting. One bid was received from Allen Edwin Homes. Their proposal included detached single-family homes (3–4 bedrooms, ~1,600 sq. ft., with garages) and some townhome options. While the design aligns well with neighborhood scale, site efficiency, and walkability, the bid did not meet the required criteria outlined in the disposition packet. Missing items included the 10% faithful performance guarantee (check for 10% of the purchase price). Recommendation: • Reject the bid as it does not meet RDC’s disposition requirements. • Continue discussions with Allen Edwin Homes to explore future opportunities for a purchase agreement, as their concept shows strong potential for the site. Motion was made by Gillian Shaw to accept, second by Ophelia Gooden- Rodgers. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission to accept the Recommendation as presented on November 24, 2025. 6. Budget Request (Pre-Development Services) Caleb Bauer, Executive Director of Community Investment, presented this proposal to request appropriation from the three largest development areas to create a Pre-Development Services Fund. $200,000 from RWDA, $100,000 from REDA and $50,000 from SSDA. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 9 Purpose: As projects become more complex, we need funding before entering purchase or development agreements to perform due diligence. This includes: • Urban design studies to determine best site use and infrastructure placement. • Preliminary construction cost estimates from engineering firms. • Limited underwriting for multifamily projects to validate rent assumptions. How It Works: • Funds will cover early-stage work (e.g., design review, cost estimates). • When a development agreement is finalized, any pre-development expenses will be reimbursed to this fund from project allocations. • If a project does not proceed, the expense remains in this account. Why It Matters: This approach ensures the Commission has clear insight into potential costs and risks before committing to agreements, especially for large, complex downtown projects involving utilities, stormwater, and other infrastructure challenges. Recommendation: Approve the creation of this fund to improve due diligence and minimize financial risk for the Commission. Commissioner Gooden-Rodgers asked for clarification on when funds are used from this account, the Commission will receive updates throughout the year—not just during the annual budget review. Mr. Bauer explained that if a future development agreement comes before you, staff will note that $5,000 was spent on construction cost estimates to prepare that agreement. If the agreement includes an appropriation for infrastructure, that amount will reimburse the pre-development fund so it can continue to support other projects. Secretary Wax asked if the RDC has created an internal SOP for this process and Mr. Bauer stated we don’t have a formal SOP yet, but the intent is that these funds will only be used for professional services provided by designated Redevelopment Services staff. This is strictly for work that supports preparation of agreements with the Commission— not for publicly bid projects or construction work. Commissioner Shaw stated that these numbers don’t seem concerning, but how were they calculated? Are they based on typical pre-development costs? CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 10 Mr. Bauer’s response was: • The amounts are pro-rated based on revenues from each development area, about 1% of each area’s revenue. • This is a one-time allocation to create funds. As projects move forward, we’ll reimburse the account when development agreements include appropriations. • For very large projects, additional funding will still be needed later for full design work. • This fund is only for early-stage due diligence—like cost estimates and preliminary analysis, so agreements we bring to the Commission are accurate and minimize future surprises. • The goal is to avoid coming back for extra appropriations by having better estimates upfront and more precise underwriting. The biggest benefit of this fund will be for market-rate multifamily projects. It allows us to compare the developer’s proposed rent expectations with what our own market analysis suggests. This ensures the numbers align—or, if they differ, that there’s a clear and legitimate explanation. Secretary Wax asked if this is a one-time allocation to fully fund the account at this level. However, some expenses may not be reimbursed during the year, so we might need to top it off next year. Mr. Bauer explained we’ll report back around this time next year with a full update as part of the annual spending report, including: • How the pre-development services account was used • Current balance • Whether additional funding is needed To clarify, we do not expect to request 1% of revenues from each district every year—this is not an ongoing annual appropriation. Matt Barrett asked will the $350,000 be combined or kept separate by district? And will there be public announcements when funds are used for a project? Mr. Bauer answered: • The funds will be district-specific, not commingled. For example, River West has a larger share because more projects are located there. • All claims will still come before the Commission for approval. • For Commission-owned properties, we will continue to use the RFP process to attract multiple proposals. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 11 • If we are negotiating with a property owner (and the Commission does not own the site), we generally do not announce until an agreement is in place, because site control is critical before moving forward. Motion was made by Ophelia Gooden-Rodgers to approve, second by Gillian Shaw. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Budget Request as presented on November 24, 2025. B. Administrative 1. Management Agreements a. Fourth Amendment to Redevelopment Supervisory Services Agreement b. Sixth Amendment to Engineering Services Agreement c. First Amendment to Amended and Restated Redevelopment Legal Services Agreement Caleb Bauer, Executive Director of Community Investment, presented items 5B1a-c together. Before you are three service agreements for City of South Bend staff supporting the Redevelopment Commission: 1. Redevelopment Supervisory Services Agreement o Three-year term, now up for renewal. o Includes a 3% annual increase (2026–2028) to align with cost- of-living adjustments. o Executive Director, Director of Growth & Opportunity, Assistant Director of Growth & Opportunity, and Property Development Manager as designated RDC staff. We’re proposing an amendment to the three-year agreement that funds part of the salary caps for these positions. Each position has a different percentage, based on the estimated time spent on Redevelopment Commission work. 2. Engineering Services Agreement o Also, a three-year term, proposed for renewal. o Covers three positions in Public Works Engineering that manage RDC-funded projects (e.g., streetscapes, inspections, CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 12 contractor coordination). Assistant City Engineer, Senior Engineer, and Project Engineer as designated staff. o Includes a 3% annual increase (2026–2028): one senior engineer position adjusted by 10%, raising the total contract about $20,000. 3. Legal Services Agreement o Already an evergreen agreement (no set term). o Proposed amendment adds an additional annual amount of $10,000 to fund a summer legal intern assisting with RDC matters. o Also covers salary for one Assistant City Attorney, as it previously did. Commissioner Gooden-Rodgers asked does this have anything to do with the budget? Mr. Bauer answered, yes. If these agreements are approved, they go to the Board of Public Works. Once approved, interfund transfers occur between Redevelopment Commission funds and the City’s general fund. Here’s how it works: • These staff members are City employees, and the City pays their salaries. • Because they also work on Redevelopment Commission projects, the Commission reimburses the City for the portion of their salaries tied to RDC work. In short, this offsets costs in the City’s annual budget by transferring funds from the Commission back to the City. Motion was made by Ophelia Gooden-Rodgers to approve Three (3) Agreements, second by Gillian Shaw. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved the Three (3) Agreements as presented on November 24, 2025. 2. Resolution No. 3658 Accepting the 2026 Annual Spending Plan Erik Glavich, Director of Growth and Opportunity, explained that this is the second year of presenting an annual spending plan, which is now required by state law for redevelopment commissions. The plan must be approved for the upcoming calendar year and filed with the Department CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 13 of Local Government Finance (DLGF) by December 1. The state provides little guidance on what the plan should include, so we use a model format developed by Barnes & Thornburg, which is the same as last year. The resolution you’ll vote on does three things: 1. Approves the spending plan included in your packet. 2. Directs staff to file the report with DLGF. 3. Allow staff to adjust if needed. Key Points: • The plan focuses on revenues from TIF districts. • Revenue estimates for 2026 are based on 2025 projections, increased by 3% for conservative growth. • Fund balances remain strong, with significant growth in River West and River East areas. • Spending categories for 2026 include: o Debt service: $13.1M o Property acquisition/improvements: $11.8M o Infrastructure: Roads, sewers, etc.: $6M o Professional expenses: Design, engineering, legal services (e.g., YMCA demolition): $9M Overall, TIF areas are performing well, enabling continued reinvestment and redevelopment. Secretary Wax asked are the funds we’ve saved invested, or just sitting in a bank account? Do they earn interest? Mr. Bauer stated that public funds have strict investment limits, so they may be in approved instruments, but those typically earn very low interest in Indiana. It would be useful to compare: • Our annual return on reserves • The interest we pay on debt For example, if we have $90 million earning 0.7% while paying 2.3% on debt, it might make sense to consider paying down debt or adjusting our borrowing strategy—while still keeping healthy reserves for future opportunities. Mr. Bauer explained we’ll run those numbers. Note that some debt is developer-backed and self-financed, meaning the interest is paid from the project itself and carries no risk or obligation for the city. Those will be analyzed separately. Caleb Bauer also wanted to clarify, the Capital Expenditures – Real Property Improvements and Acquisitions category: This category includes property acquisitions and improvements to real property. We are not planning to spend $11.8 million solely on property purchases. Most of this amount will go toward real property CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 14 improvements—for example, if a development agreement includes construction work on a building, those costs fall under this category. Infrastructure work, such as roads or utilities, is shown separately in the light blue category. All construction will still be bid through the Board of Public Works. Also, the Professional Expenses category shows about $9 million, most of that is demolition work, not professional services. For example, all the demolitions funded by TIF last year are included here. It does cover professional services too, but the bulk of the spending in this category is demolition, not consulting or design fees. Commissioner Shaw asked for clarification that the plan shows spending about $2 million more than expected revenues, which means we’ll use cash reserves. Mr. Bauer stated that this is intentional. However, most appropriations aren’t fully spent in one calendar year. For example, if we allocate funds for an infrastructure project, the money is appropriated now but spent over time. Also, our revenue estimates are conservative. For 2026, we project $42.8 million, but based on 2024 trends, actual revenues may be higher. We’ll confirm after the December 2025 distribution and report back on how estimates compare to actuals. Both Commissioner Shaw and Wax requested a summary that shows expenditures from state and federal grants. It would be helpful to highlight how the city and RDC leverage these funds to increase overall investment. For example: • Show bullet points of projects where RDC dollars attracted additional funding. • Include an estimate of the leverage ratios such as, for every $1 invested by the city or RDC, about $0.20 comes from other sources (based on rough calculations). This kind of summary would clearly demonstrate the impact of combining RDC funds with grants and private investment. It could also include a total figure showing how $40 million of RDC funds helped generate much larger overall investment. Matt Barrett asked for clarification about the revenues that were $55M in 2024, but projections show $41M for 2025 and $42M for 2026. Is that correct? Also, could we get a breakout by district? Mr. Glavich stated that. • Yes, those are the current estimates. The drop from 2024 to 2025 is based on our formula using June disbursements (assumed to be 55% of annual revenue). CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 15 • 2024 actual revenues were much higher than projected because December disbursements—especially in River West, River East, and South Side—exceeded expectations. • For 2025, we estimate $41.6M using the same method, then add 3% for 2026. Actual numbers may be higher once December disbursements come in. • We’ll provide a district-level breakout in the annual TIF management report, which is published after neutralization in the Spring and presented to both RDC and Common Council. We’ll also review why 2024 revenues were so strong and confirm if adjustments to the formula are needed. Motion was made by Gillian Shaw to approve and request more information as to our December 2025 revenues in January 2026, second by Ophelia Gooden-Rodgers. On the motion: • Eli Wax, Secretary: Yea • Gillian Shaw, Commissioner: Yea • Ophelia Gooden-Rodgers, Commissioner: Yea The motion carried; the Commission approved Resolution No. 3658 as presented on November 24, 2025. 6. Progress Reports A. Tax Abatement None B. Common Council None C. Other Joseph Molnar, Assistant Director of Growth and Opportunity, gave an update, the state has announced winners of the Low-Income Housing Tax Credit (LIHTC) competitive awards, which provide federal tax credits for affordable housing projects. Key Highlights for South Bend: • Three projects in South Bend received awards, the most in city history and tied with Indianapolis for the highest number statewide. • Total investment: $75 million for 272 new affordable housing units across various income levels (30%–80% AMI), including permanent supportive housing. CITY OF SOUTH BEND REDEVELOPMENT COMMISSION REGULAR MEETING – November 24, 2025 Page | 16 • All projects are infill construction on vacant lots—no demolitions required. Awarded Projects: 1. Donald & Main – $13.8M, 50-unit affordable apartments (KCG Companies LLC). 2. Tri Day – $13.7M, 42 units including permanent supportive housing (South Bend Heritage Foundation). 3. Heritage Trails – $47.4M, 180 affordable apartments at 60% AMI (Birge & Held Development LLC). Two projects involve land sales by the Redevelopment Commission, and all three include city partnerships. Impact: These awards significantly expand affordable housing options in South Bend, from workforce housing to supportive housing, and strengthen neighborhood development. Secretary Wax and Commissioner Gooden-Rodgers thanked staff for this accomplishment. 7. Next Commission Meeting Thursday, December 11, 2025, 9:30 a.m. 8. Adjournment Monday, November 24, 2025, 11:12 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, October 14, 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-0119840 $95,855.09 GBLN-0120599 $1,334,904.92 GBLN-0000000 $0.00 Total:$1,430,760.01 _______________________________ Kyle Willis The attached claims described above were allowed in the following total amount at a public meeting on the date stated below: South Bend Redevelopment Commission By:_______________________________ Name: Date: Attest:_______________________________ Name: Expenditure approval RDC Payments-10/14/25 Pymt Run GBLN-0120599 Payment method: Voucher: Payment date: CHK-Total RDCP-00042629 10/14/2025 Vendor #Name Invoice #Line description Due date Invoice amount Financial dimensions Purchase order AMERICAN STRUCTUREPOI 324-10-102-121-431002-- V-00000107 NT INC 195327 Market District Preliminary Engineering 10/16/2025 $129,830.00 PROJ00000526 PO-0029308 AMERICAN STRUCTUREPOI 324-10-102-121-443001-- V-00000107 NT INC 195199 Leighton Renovation PSA 2 10/12/2025 $2,942.25 PROJ00000579 PO-0040200 Payment method: CHK-Total Voucher: Payment date: RDCP-00042630 10/14/2025 Vendor #Name Invoice #Line description Due date Invoice amount Financial dimensions Purchase order DLZ INDIANA 324-10-102-121-431002-- V-00000472 LLC 606425 Design 8/27/2025 $7.830.00 PROJ00000411 PO-0023413 Payment method: Voucher: Payment date: CHK-Total RDCP-00042631 10/14/2025 Vendor #Name Invoice #Line description Due date Invoice amount Financial dimensions Purchase order DONOHUE &430-10-102-121-431002-- V-00000476 ASSOCIATES 1469646 South Well Field Improvements - Amendment #4 10/19/2025 $14,913.00 PROJ00000082 PO-0000038 Payment method: Voucher: Payment date: ACH-Total RDCP-00042632 10/14/2025 Vendor #Name Invoice #Line description Due date Invoice amount Financial dimensions Purchase order City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, October 21, 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-0121111 $205,599.67 GBLN-0121446 $187,815.75 GBLN-0000000 $0.00 Total:$393,415.42 _______________________________ 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: City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, November 4, 2025 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0121593 $796,648.11 GBLN-0122040 $841,230.17 GBLN-0000000 $0.00 Total:$1,637,878.28 _______________________________ 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: City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, November 18, 2025 Pursuant to Indiana Code 36-4-8-7, I have audited and certified the attached claims and submit them for allowance in the following amounts: GBLN-0122467 $966,103.77 GBLN-0123283 $178,527.69 GBLN-0000000 $0.00 Total:$1,144,631.46 _______________________________ 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: City of South Bend Department of Administration & Finance Claims Allowance Request To:South Bend Redevelopment Commission From:Kyle Willis, City Controller Date:Tuesday, November 25, 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-0123717 $954,582.32 GBLN-0123744 $84,500.00 GBLN-0000000 $0.00 Total:$1,039,082.32 _______________________________ 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: Attest:_______________________________ Name: South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Erin Michaels – Property Development Manager SUBJECT: Request for Proposals for State Theatre 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: Request for Proposals for the State Theatre located at 212 & 216 S Michigan St. SPECIFICS: The Redevelopment Commission (RDC) acquired the State Theatre located at 212 & 216 S Michigan St in May of 2025. The building dates back to 1919 and is one of the few remaining historic theatres in South Bend. The site is a mixed-use building that includes four storefront spaces, a theatre lobby, auditorium and office space on the second floor. Staff believe this property is a prime redevelopment opportunity for downtown and opportunity to redevelop an important historical building. The State Theater is in need of a complete rehabilitation and overhaul of the existing space due to a decade plus of disinvestment by previous owners. The attached Request for Proposals (RFP) outlines the desire for the building to be completely rehabilitated with a Public-Private partnership. The building is approximately 42,000 square feet and located on 0.37 acres on the Michigan St corridor in downtown The RFP identifies the submission requirements, project requirements, evaluation criteria, and process for evaluation. The RFP leaves open for submission any uses that are compatible with the Downtown DT zoning district. If RDC approves the RFP all proposals would be due on April 9, 2026. _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION State Theatre Request for Proposals AT A GLANCE 0.37 ACRES 42,000 USABLE SQ FT MICHIGAN STREET CORRIDOR IN DOWNTOWN SOUTH BEND ADJACENT TO CITY-OWNED PARKING GARAGE WITH FREE PARKING PURPOSE & OVERVIEW The South Bend Redevelopment Commission (the “Commission”) is soliciting proposals for the former State Theatre located at 212 & 216 S Michigan St., South Bend, IN 46601. The 0.37-acre site is improved with a 4-story 42,000 sq ft building that dates back to 1919. The site is a mixed- use building and its primary west facade includes four storefront spaces, the theatre lobby and office space above. The original auditorium seated 2,500 patrons with a stage and wings. The Commission is primarily interested in a Public-Private Partnership for a full rehabilitation of the existing building and will accept any proposals that are for uses allowable by the Downtown Zoning District. Situated along the Michigan Street Corridor in the heart of downtown South Bend the site is ripe for redevelopment and investment. The parcel is located in downtown South Bend near new redevelopment sites such as Dainty Maid, the Grand Leader Building and adjacent to a City-owned parking garage with free parking options This RFP does not commit the Commission to award a contract or pay costs incurred in preparation of a proposal responding to this request. Proposals will be due on April 9, 2026 at 9:00 AM EST. Questions can be sent to Erin Michaels at emichaels@southbendin.gov. PROJECT REQUIREMENTS Meet zoning ordinance requirements; Plan for the full rehabilitation of the existing building as a part of a Public- Private Partnership Reflect the architectural character of surrounding properties and South Bend’s architectural history; Designated end use and operational plan for the building CURRENT CONDITIONS OF SITE Auditorium has been cleared of all seating Retail spaces have been gutted and all interior finishes removed Building has no active utility connections outside of the marquee sign BUDGET Provide a clear understanding of the overall project budget and funding source(s) and basic project pro forma, including the developer fee. TIMELINE Provide a start-to-finish timeline for the implementation of the project, including timeframes for completion of major milestones. E V I D E N C E O F F I N A N C I A L R E S P O N S I B I L I T Y Must demonstrate ability to execute proposed project (see form: Statement of Qualification and Financial Responsibility included in this document). AFFIDAVIT OF NON-COLLUSION Applicant shall complete the Affidavit of Non-Collusion on the form provided. The Affidavit is affirmation that the Applicant has not colluded, conspired, connived, or agreed with any other Applicant or person, firm, or corporation regarding any submittal to the Commission. The Commission shall not be responsible for errors and/or omissions on the part of the Applicant, and the Commission will not be responsible for making interpretations or deleting or correcting errors in calculations. The Commission expressly reserves the right to accept or reject any or all proposals, and to waive any informalities, irregularities, or technical defects if such are deemed, in the Commission’s sole opinion, to be immaterial. COVER LETTER Provide a brief cover letter including an overview of the Applicant’s organization, the proposed development, and proposed purchase price. ORGANIZATIONAL INFORMATION Detail the qualifications, skills, background, and relevant experience of the organization. Not-for-profit applicants must provide a copy of its tax-exempt nonprofit status under Section 501(c)(3) of the Internal Revenue Code. CONCEPTUAL FLOOR PLAN Provide a conceptual floor plan that illustrates the layout and design of the proposed project. The floor plan does not have to be to scale, but should give an overall sense of the proposed usage of the building. NARRATIVE DESCRIPTION A description of how the proposed project meets the evaluation criteria and guiding principles. A description of proposed building/property use(s) and how the proposed project would function as a Public-Private Partnership. Details about the project post-construction, such as proposed occupancy (i.e., rental, for-sale), overview of marketing plan for selling or renting mixed-use space(s) if applicable, and overview of property maintenance and management plan (if maintaining ownership). SUBMISSION REQUIREMENTS All proposals must be submitted using the legal name of the organization with whom a contract would be executed and must be signed by an authorized representative. An electronic copy of the submittal, in a single PDF document, shall be submitted to emichaels@southbendin.gov with subject line of “Proposal: State Theatre Redevelopment” and include each of the following: DEVELOPER REQUIREMENTS Applicants must be legally incorporated and in good standing or a validly formed not-for-profit organization capable of demonstrating proof of tax- exempt status under Section 501(c)(3) of the Internal Revenue Code. Preference given to applicants with prior experience managing and completing all phases of construction for a project of this size and scope as well as experience with rehabilitating historic buildings Applicants must comply with City of South Bend ordinances and all other federal, state, and local laws and regulations. Applicants must agree to hold the South Bend Redevelopment Commission harmless and to indemnify it and the City of South Bend for any damages or costs related to any claim, suit, or demand related to any action occurring as a result of the Applicant’s proposal. The Commission reserves the right to reject proposals submitted by Applicants who are not current on property taxes or utility payments for any properties currently owned, or for any other reason deemed to be in the best interest of City. D E S I G N The size and character of the proposed development fits the desire to rehabilitate the historic State Theatre. Specifically, the design, site layout, square footage of any mixed-use spaces, materials, and similar considerations will be evaluated. Special attention should be given to highlighting the historic nature of the building and how the proposed Public-Private Partnership would work. E X P E R I E N C E Applicant has sufficient experience and a successful track record of projects of similar type, size, and complexity. Preference will be given to applicants who have managed redevelopment projects for historic buildings. If the proposed end use for the applicant’s project is a type of public arts or theatre space then preference would be given to an applicant with experience managing a similar facility. F I N A N C I A L R E S P O N S I B I L I T Y The Applicant demonstrates the ability to finance and complete the Proposal in the timeframes stated. PRO J E C T S C O P E A competitive project, for example, would consist of a planned rehabilitation and reuse of the entire building--not just a partial reuse. Any other factors which will assure the Commission that the proposal will best serve the interest of the community, both from the standpoint of human and economic welfare and public funds expended. R F P R E Q U I R E M E N T S Proposal is complete and meets or exceeds the requirements of this request for proposals. C O N S I S T E N C Y W I T H C I T Y P L A N S A N D S T U D I E S Proposal is consistent with the goals of Downtown South Bend 2045 Draft Plan dated February 27, 2025. South Bend Zoning Ordinance TIF Districts Downtown South Bend 2045 Draft Plan The staff of the South Bend Redevelopment Commission will review all submittals to determine whether they are complete and responsive to this RFP. Only submittals that are complete, responsive, and meet all requirements of this RFP will be evaluated. Complete and responsive submittals from qualified applicants will be reviewed in detail as they are submitted. If warranted, the Commission reserves the right to request clarification or additional information from individual applicants. If a proposal is accepted, the proposal will be publicly recommended at a meeting of the South Bend Redevelopment Commission. EVALUATION CRITERIA PROCESS FOR EVALUATION RESOURCES For any and all tour requests, please contact Erin Michaels at emichaels@southbendin.gov by March 25, 2026. TOURS STATE THEATRE RFP TIMELINE RFP RELEASED December 11, 2025 PROPOSALS DUE 9:00 AM EST on April 9, 2026 REDEVELOPMENT COMMISSION PROPOSAL OPENING 9:30 AM EST on April 9, 2026 STAFF RECOMMENDATION TO REDEVELOPMENT COMMISSION 9:30 AM EST on June 11, 2026 INTERVIEWS/FOLLOW UP April 13 - May 29, 2026 South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE: 12/5/2025 FROM: Joseph Molnar, Assistant Director of Growth & Opportunity SUBJECT: First Amendment Liberty Tower Development Agreement Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Approval of First Amendment Liberty Tower Agreement SPECIFICS: The Commission and the Developer entered into a certain Development Agreement dated effective April 12, 2023, to renovate, rehabilitate, and activate the top half of Liberty Tower in downtown South Bend. The Developer committed to converting the top floors into 90 apartment units, repair and rehabilitate the attached parking garage, create meeting/event spaces, and open a 7th floor commercial establishment. The Developer ’s minimum investment commitment was $13.1 million for the improvements. The Developer has made significant progress towards the completion of the above commitments, including exceeding the minimum investment amount by several million dollars. While the improvements to the parking garage and event spaces are complete, the apartments will not be fully completed by the December 31, 2025, deadline Delays resulting from delayed material deliveries due to the Tariffs implemented in the spring of 2025 contributed significantly to delaying completion. Certificate of Occupancy are expected to be issued for all the apartments in the next few months. The attached First Amendment extends the completion of Phase I of the project to June 30, 2026, and Phase II of the project which is rehabilitating 4,000 square feet of commercial and/or retail space until June 30, 2027. The First Amendment also increases the minimum commitment by the Developer to $18 million while not increasing the Commission’s contribution to the project. Staff recommend approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First Amendment”) is made and entered into to be effective as of December 11, 2025 (the “Effective Date”), by and between the South Bend Redevelopment Commission (the “Commission”), and Washington Square Development LLC, an Indiana limited liability company with its offices at 5-44 47th Avenue, Long Island City, New York, 11101 (the “Developer”) (each a “Party,” and collectively the “Parties”). RECITALS A. The Commission and the Developer entered into a certain Development Agreement dated effective April 12, 2023, (the “Development Agreement,” attached hereto as Exhibit A), pertaining to certain Local Public Improvements (“LPI”) to renovate, rehabilitate, and activate the Developer Property, as defined in the Development Agreement, which is located in the River West Development Area (the “Project”). B. The Development Agreement defined the Funding Amount to be an amount not to exceed One Million Six Hundred Thousand Dollars ($1,600,000.00) of tax increment finance revenues to be used for paying the costs associated with the construction, equipping, inspection, and delivery of the LPI, with a minimum Private Investment amount of not less than Thirteen Million and One Hundred Thousand Dollars ($13,100,000) for the costs associated with completing 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. C. The Developer has expended more than the required Private Investment in furtherance of the Project Plan, and the Commission has fully expended the Funding Amount. D. The Development Agreement defined the Timeframe for Completion as no later than December 31, 2025. E. Developer has made significant progress towards full completion of the Project; however, due to unforeseen circumstances beyond the control of the Developer, the Developer is unable to meet the Timeframe for Completion as originally contemplated in the Development Agreement. F. The Developer has revised designs for the Project and is prepared to move forward to fulfill the commitments of the Development Agreement as set forth herein, with a commitment to increasing the Private Investment to match the updated Project Plan, and an extended Timeframe for Completion. G. The Commission believes that the Developer completing the Project as described in this First Amendment is in the best interests of the health, safety, and welfare of the City and its residents. H. The Parties now desire to amend the Development Agreement as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and obligations stated in the Development Agreement and this First Amendment, the adequacy of which is hereby acknowledged, the Parties agree as follows: 2 1. Recitals. The recitals set forth above, including each and every recital contained therein, are incorporated into and made a part of this First Amendment as though fully set forth herein. 2. Amendments. The Development Agreement is hereby amended as follows: a) In Section 1.4, the text “Thirteen Million One Hundred Thousand Dollars ($13,100,000.00)” shall be deleted and replaced with the following: “Eighteen Million Dollars ($18,000,000.00).” b) Section 4.5 shall be deleted in its entirety and replaced with the following: Timeframe for Completion. The Developer hereby agrees to complete the Project and any other obligations the Developer may have under this Agreement in two phases, as described in the Project Plan attached hereto as Exhibit B. Phase I shall be completed no later than June 30, 2026, and Phase II shall be completed no later than June 30, 2027. Each of these dates shall constitute a “Mandatory Project Completion Date” as that term is referenced in the Agreement, and failure to complete the Project or any other obligation the Developer may have under this Agreement by either date shall constitute a default under this Agreement without any requirement of notice or an opportunity to cure such failure. c) Exhibit B (“Project Plan”) shall be deleted in its entirety and replaced with the Exhibit B attached to this First Amendment. 3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms, conditions and agreements contained in the Development Agreement remain unmodified and in full force and effect. To the extent a conflict exists between the terms of this First Amendment and the Development Agreement, the terms of this First Amendment shall control. Capitalized terms used in this First Amendment will have the meanings set forth in the Development Agreement unless otherwise stated herein. 4. Counterparts; Electronic or Facsimile Transmission. This First Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this First Amendment shall be binding upon the party whose signature is contained on the transmitted copy. Signature Page Follows 3 IN WITNESS WHEREOF, Commission and Developer have executed this First Amendment to Development Agreement to be effective as of the date set forth above. SOUTH BEND REDEVELOPMENT COMMISSION ___________________________________ Troy Warner, President Attest: ___________________________________ Eli Wax, Secretary WASHINGTON SQUARE DEVELOPMENT LLC ___________________________________ Merkourios Angeliades, Manager EXHIBIT A Development Agreement (see attached) EXHIBIT B Project Plan The Developer will complete the work contemplated herein in two phases. All work shall be completed in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations. Each portion will be considered complete upon the issuance of Certificates of Occupancy. Phase I The Developer will complete a remodel of the property known as Liberty Tower, specifically: • Repair and rehabilitate the attached parking garage; • Construct approximately ninety (90) apartment units with Certificate of Occupancies from the South Bend Building Department; and • Create meeting and event spaces. Phase II The Developer will remodel the property known as Liberty Tower further by renovating and rehabilitating four thousand (4,000) square feet of commercial and/or retail space within the building, which shall be open to the public. South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Certificate of Completion – Momentum South Bend 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: Issue Certificate of Completion for Momentum South Bend SPECIFICS: On May 11, 2023, the RDC and Momentum Development Group entered into a Real Estate Purchase Agreement (the “Agreement”) for property located at 510 S Main Street in order to redevelop the property into a mixed-use building consisting of retail space, office space, and a commissary kitchen. Momentum Development Group has completed the redevelopment of the building and has performed all of the Buyer’s Post-Closing Development Obligations as required under the Purchase Agreement and provided the appropriate documentation. - Within Thirty-Six (36) Months after Closing expend no less than $6,000,000 on improvements to the site o Momentum Development Group expended greater than $6,000,000 on improvements to the site and have provided documentation demonstrating the expenses. - Commence Construction within Twelve Months of Closing Date o Momentum Development Group began construction within Twelve (12) months of Closing Date - Complete Construction within Thirty-Six Months of Closing Date o Momentum Development Group completed construction within Thirty-Six months of Closing Date Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION CROSS REFERENCE: Document No.2023-17136, recorded July 28, 2023 CERTIFICATE OF COMPLETION This Certificate of Completion (this “Certificate”) is issued on December 11, 2025, by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), pursuant to that certain Real Estate Purchase Agreement by and between the Commission and Momentum Development Group (the “Buyer”), dated May 11, 2023 (the “Agreement”). The Commission states as follows: 1. Pursuant to the Agreement, the Commission conveyed to the Buyer the real property described in attached Exhibit A (the “Property”) by the special warranty deed recorded on July 28, 2023 as Document No. 2023-17136 in the Office of the Recorder of St. Joseph County, Indiana (the “Deed”). 2. Section 11 of the Agreement established certain obligations of the Buyer following its acceptance of the Deed from the Commission (the "Buyer’s Post-Closing Development Obligations"). The Commission hereby acknowledges and affirms that the Buyer has performed all of the Buyer’s Post-Closing Development Obligations as required under the Agreement and has provided satisfactory evidence of the same. 3. This Certificate will serve as a conclusive determination of the Buyer’s satisfaction of the Buyer’s Post-Closing Development Obligations and, upon recordation, will constitute a full release of the Commission’s reversionary interest in the Property established under the Deed and Section 11 of the Agreement. 4. This Certificate does not amend or otherwise alter the Agreement, and this Certificate shall be binding upon the Commission and its successors and assigns and shall inure to the benefit of the Buyer and her successors in interest. [Signature page follows.] SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Eli Wax, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Eli Wax, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Certificate of Completion. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the ____ day of ____________ 20__. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana 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, 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600, South Bend, Indiana 46601. EXHIBIT A Description of Property Tax ID No. 018-3017-0618 Parcel Key Number: 71-08-12-306-001.000-026 Legal Description: W. 128' Lot 31, All Lots 32 & 33 & N. 1/2 Vac. Alley So. & Adj. Martins Addition Commonly known as: 510 S MAIN STREET South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Resolution No. 3659 Approving Certain Site Plans & Real Estate Purchase Agreement with Momentum Development Group 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 Resolution No. 3659 Approving Certain Site Plans & Real Estate Purchase Agreement with Momentum Development Group SPECIFICS: On May 25, 2023 the Redevelopment Commission and Momentum Development Group entered into a Real Estate Option Agreement as further amended by a First Amendment approved on August 8, 2024 in which the Commission agreed to grant Momentum Development Group an exclusive option to purchase five (5) parcels adjacent to Momentum South Bend which comprise the parking lot adjacent to the facility. Momentum Development Group has notified the Commission of their intent to execute the Option Agreement and in accordance with the terms of the Option Agreement Commission staff have negotiated a Real Estate Purchase Agreement for these parcels which is attached to this resolution as Exhibit B. The proposed Real Estate Purchase Agreement terms are below: - Purchase Price: $1,000 (As agreed upon in the Option Agreement) - Due Diligence Period: 30 Days - Closing Date: 15 Days after Due Diligence Period Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3659 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING CERTAIN SITE PLANS AND THE EXECUTION OF A REAL ESTATE PURCHASE AGREEMENT WITH MOMENTUM DEVELOPMENT GROUP, LLC WHEREAS, the South Bend Redevelopment Commission (the “Commission”), the governing body of the South Bend, Indiana, Department of Redevelopment (the “Department”), is the owner of certain real property, specifically parcel numbers 018-3017-0615, 018-3017- 0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly set forth in the attached Exhibit A (the “Property”); and WHEREAS, the Commission exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”); and WHEREAS, the Commission and the Momentum Development Group, LLC, an Indiana limited liability company with registered offices at P.O. Box 815, South Bend, IN 46601 (the “Buyer”), entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement), in which the Commission agreed to grant the Buyer an exclusive option to purchase the Property upon certain conditions being met by the Buyer. WHEREAS, during the Option Period, as defined by the Option Agreement, the Commission received the Buyer’s Notice of Intent to purchase the Property as provided for in the Option Agreement, which included detailed site plans and specifications for the Buyer’s proposed use of the Property that comply with all applicable zoning and land use laws and regulations; and WHEREAS, in accordance with the terms of the Option Agreement, the Commission and the Buyer have negotiated the terms of a real estate purchase agreement for the Property in the form attached hereto as Exhibit B (the “Purchase Agreement”); and WHEREAS, and the Commission believes that the approval of the Purchase Agreement is in the best interests of the citizens of the City and furthers redevelopment and therefore desires to approve the Buyer’s site plans the negotiated Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT COMMISSION AS FOLLOWS: 1.The site plans and specifications for the Property that were delivered with the Buyer’s Notice of Intent are hereby accepted and approved. 2.The Commission hereby approves the Purchase Agreement and deed in the forms attached hereto as Exhibit B and authorizes the President of the Commission and Secretary of the Commission to execute and attest, respectively, said Purchase 2 Agreement in the form attached hereto, with such beneficial insertions, omissions and changes as the President and Secretary shall approve, such approval to be evidenced by the execution and attestation thereof. 3. The Commission authorizes Joseph Molnar or Erin Michaels of the City’s Department of Community Investment to present for recordation in the Recorder of St. Joseph County, Indiana, the deed conveying the Property to the Buyer, as well as execute any other document necessary to effect the Commission’s conveyance to the Buyer. 4. This Resolution shall be in full force and effect upon its adoption. ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 11, 2025 at 215 S. Dr. Martin Luther King, Jr. Blvd. Room 301, South Bend, Indiana 46601. CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ______________________________ Signature ______________________________ Printed Name and Title ATTEST: ______________________________ Signature ______________________________ Printed Name and Title 3 EXHIBIT A Parcel Description Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN 4 EXHIBIT B Real Estate Purchase Agreement REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on December 11, 2025 (the “Contract Date”), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (“Seller”) and Momentum Development Group, LLC, an Indiana Limited Liability Company with a principal office address of 510 S. Main Street, South Bend, IN 46601 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A. Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”). B. In furtherance of its purposes under the Act, Seller owns five (5) parcels of real property located in South Bend, Indiana (the “City”), specifically parcel numbers 018-3017-0615, 018-3017-0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly described in attached Exhibit A (the “Property”). C. The Parties entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement”), in which the Seller agreed to grant the Buyer an exclusive option to purchase the Property. D. The Buyer has notified the Commission with a written notice of its intent to purchase the Property and provided with detailed site plans and specifications for the proposed development of the Property (the “Notice of Intent”), as required by the Option Agreement. E. The Parties now desire to proceed with the transfer of Property under the terms set forth in the Option Agreement and as further set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. RECITALS The recitals above are hereby incorporated into this Agreement by reference. 2. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following representative (“Seller’s Representative”): TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend Suite 500 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend Suite 600 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 This offer shall expire ten (10) days after delivery unless accepted by Seller. To accept Buyer’s offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with applicable laws, to the following (“Buyer’s Representative”): TO BUYER: Momentum Development Group, LLC P.O. Box 815 South Bend, IN 46624 Attn: Mark Neal Email:_________________ WITH COPY TO: ______________ ________________ ________________ ________________ 3. PURCHASE PRICE The purchase price for the Property shall be One Thousand Dollars ($1,000.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in Section 10 below (the “Closing,” the date of which is the “Closing Date”). 4. BUYER’S DUE DILIGENCE A. Investigation. Buyer and Seller have made and entered into this Agreement based on their mutual understanding that Buyer intends to develop the Property into an office and distribution center (the “Buyer’s Use”). Seller acknowledges that Buyer’s determination of whether Buyer’s Use is feasible requires investigation into various matters (Buyer’s “Due Diligence”). Therefore, Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Due Diligence Period. Buyer shall have a period of thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 (the “Due Diligence Period”). By mutual agreement, the Parties may proceed to Closing prior to the expiration of the Due Diligence Period described in this Section. C. Authorizations During Due Diligence Period. During the Due Diligence Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars ($1,000,000), naming Seller as an additional insured and covering the activities, acts, and omissions of Buyer and its representatives at the Property, to (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof and Buyer may not conduct any invasive testing at the Property without Seller’s express prior written consent; further provided, that if the transaction contemplated herein is not consummated, Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or Buyer’s agents or representatives; and (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated use of the Property. If Seller’s written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application Buyer may request from Seller such consent or signature, which Seller shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other commitments that would further restrict the future use or development of the Property, beyond the restrictions in place as a result of the current zoning of the Property, shall be subject to Seller’s prior review and written approval. D. Termination of Agreement. If at any time within the Due Diligence Period Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller’s Representative. 5. SELLER’S DOCUMENTS Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection, engineering, title, and survey reports and documents in Seller’s possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Seller’s Representative with or without a written request by Seller. 6. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 8 below). 7. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within ten (10) days after the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be responsible for all of the Title Company’s title search charges and all costs of the Title Commitment and owner’s policy. 8. REVIEW OF TITLE COMMITMENT AND SURVEY Within ten (10) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within ten (10) days after Buyer’s receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period. If Buyer fails to so terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 9. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller’s Representative (with a copy to South Bend Legal Department, 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600, South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care of Buyer’s Representative at their respective addresses stated in Section 2 above. Either Party may, by written notice, modify its address or representative for future notices. 10. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date not later than fifteen (15) days after the end of the Due Diligence Period. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of the Special Warranty Deed, in the form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 8 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 11. ACCEPTANCE OF PROPERTY AS-IS Buyer agrees to purchase the Property “as-is, where-is” and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 12. TAXES Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date, if any. Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on the Property. 13. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non- defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 14. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 15. INDEMNITY The Parties agree to indemnify, save harmless, and defend each other from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party. 16. INTERPRETATION; APPLICABLE LAW As both Parties have participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 17. 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. 18. ATTORNEYS’ FEES In the event either Party pursues any legal action (including arbitration) to enforce or interpret this Agreement, the Buyer shall pay Seller’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 19. 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. 20. 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. 21. 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. 22. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 23. ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 24. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 25. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 26. TIME Time is of the essence of this Agreement. [Signature page follows.] IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase Agreement to be effective as of the Contract Date stated above. BUYER: Momentum Development Group, LLC By: Printed: Its: Dated: SELLER: South Bend Redevelopment Commission Troy Warner, President ATTEST: Eli Wax, Secretary EXHIBIT A Description of Property Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NOS. 018-3017-0615 018-3017-0620 018-3017-0621 018-3017-0622 018-3017-0623 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 215 S. Martin Luther King Jr., Blvd., Suite 500, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to Momentum Development Group, LLC, an Indiana Limited Liability Company, with a mailing address of 510 S. Main Street, South Bend, IN 46601 (the “Grantee”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”): Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Page 1 of 2 The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all provisions and objectives contained in the Commission’s 2025 River West Development Area Plan, as thereafter amended from time to time, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Eli Wax, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Eli Wax, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2025. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana 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, 215 S. Dr. Martin Luther King Jr., Blvd. Suite 600,, South Bend, IN 46601. Page 2 of 2 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made on December 11, 2025 (the “Contract Date”), by and between the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (“Seller”) and Momentum Development Group, LLC, an Indiana Limited Liability Company with a principal office address of 510 S. Main Street, South Bend, IN 46601 (“Buyer”) (each a “Party” and together the “Parties”). RECITALS A. Seller exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Ind. Code 36-7-14 (the “Act”). B. In furtherance of its purposes under the Act, Seller owns five (5) parcels of real property located in South Bend, Indiana (the “City”), specifically parcel numbers 018-3017-0615, 018-3017-0620, 018-3017-0621, 018-3017-0622, and 018-3017-0623, and more particularly described in attached Exhibit A (the “Property”). C. The Parties entered into a certain Real Estate Option Agreement, dated May 25, 2023 as further amended by the First Amendment to Real Estate Option Agreement dated August 8, 2024 (the “Option Agreement”), in which the Seller agreed to grant the Buyer an exclusive option to purchase the Property. D. The Buyer has notified the Commission with a written notice of its intent to purchase the Property and provided with detailed site plans and specifications for the proposed development of the Property (the “Notice of Intent”), as required by the Option Agreement. E. The Parties now desire to proceed with the transfer of Property under the terms set forth in the Option Agreement and as further set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. RECITALS The recitals above are hereby incorporated into this Agreement by reference. 2. OFFER AND ACCEPTANCE A copy of this Agreement, signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement and shall be delivered to Seller, in care of the following representative (“Seller’s Representative”): TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend Suite 500 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 WITH COPY TO: South Bend Legal Department Attn: Corporation Counsel City of South Bend Suite 600 215 S. Dr. Martin Luther King Blvd 46601 South Bend, Indiana 46601 This offer shall expire ten (10) days after delivery unless accepted by Seller. To accept Buyer’s offer, Seller shall return a copy of this Agreement, counter-signed by Seller in accordance with applicable laws, to the following (“Buyer’s Representative”): TO BUYER: Momentum Development Group, LLC P.O. Box 815 South Bend, IN 46624 Attn: Mark Neal Email:_________________ WITH COPY TO: ______________ ________________ ________________ ________________ 3. PURCHASE PRICE The purchase price for the Property shall be One Thousand Dollars ($1,000.00) (the “Purchase Price”), payable by Buyer to Seller in cash at the closing described in Section 10 below (the “Closing,” the date of which is the “Closing Date”). 4. BUYER’S DUE DILIGENCE A. Investigation. Buyer and Seller have made and entered into this Agreement based on their mutual understanding that Buyer intends to develop the Property into an office and distribution center (the “Buyer’s Use”). Seller acknowledges that Buyer’s determination of whether Buyer’s Use is feasible requires investigation into various matters (Buyer’s “Due Diligence”). Therefore, Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Due Diligence Period. Buyer shall have a period of thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 4 (the “Due Diligence Period”). By mutual agreement, the Parties may proceed to Closing prior to the expiration of the Due Diligence Period described in this Section. C. Authorizations During Due Diligence Period. During the Due Diligence Period, Seller authorizes Buyer, upon Buyer providing Seller with evidence that Buyer has general liability insurance reasonably acceptable to Seller, in the amount of at least One Million Dollars ($1,000,000), naming Seller as an additional insured and covering the activities, acts, and omissions of Buyer and its representatives at the Property, to (i) enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof and Buyer may not conduct any invasive testing at the Property without Seller’s express prior written consent; further provided, that if the transaction contemplated herein is not consummated, Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or Buyer’s agents or representatives; and (ii) file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated use of the Property. If Seller’s written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application Buyer may request from Seller such consent or signature, which Seller shall not unreasonably withhold. Notwithstanding the foregoing, any zoning commitments or other commitments that would further restrict the future use or development of the Property, beyond the restrictions in place as a result of the current zoning of the Property, shall be subject to Seller’s prior review and written approval. D. Termination of Agreement. If at any time within the Due Diligence Period Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller’s Representative. 5. SELLER’S DOCUMENTS Upon Buyer’s request, Seller will provide Buyer a copy of all known environmental inspection, engineering, title, and survey reports and documents in Seller’s possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Seller’s Representative with or without a written request by Seller. 6. PRESERVATION OF TITLE After the Contract Date, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Seller’s title (such matters are referred to as “Encumbrances”). Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and to rely upon a commitment for title insurance on the Property (the “Title Commitment”) and a survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date. The Property shall be conveyed to Buyer free of any Encumbrances other than Permitted Encumbrances (as defined in Section 8 below). 7. TITLE COMMITMENT AND POLICY REQUIREMENTS Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”) within ten (10) days after the Contract Date. The Title Commitment shall (i) agree to insure good, marketable, and indefeasible fee simple title to the Property (including public road access) in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be responsible for all of the Title Company’s title search charges and all costs of the Title Commitment and owner’s policy. 8. REVIEW OF TITLE COMMITMENT AND SURVEY Within ten (10) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller written notice of any objections to the Title Commitment. Within ten (10) days after Buyer’s receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period. If Buyer fails to so terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 9. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care of Seller’s Representative (with a copy to South Bend Legal Department, 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600, South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care of Buyer’s Representative at their respective addresses stated in Section 2 above. Either Party may, by written notice, modify its address or representative for future notices. 10. CLOSING A. Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date not later than fifteen (15) days after the end of the Due Diligence Period. B. Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller’s delivery of the Special Warranty Deed, in the form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 8 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document preparation fees and all recordation costs associated with the transaction contemplated in this Agreement. 11. ACCEPTANCE OF PROPERTY AS-IS Buyer agrees to purchase the Property “as-is, where-is” and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 12. TAXES Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date, if any. Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on the Property. 13. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non- defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 14. COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 15. INDEMNITY The Parties agree to indemnify, save harmless, and defend each other from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party. 16. INTERPRETATION; APPLICABLE LAW As both Parties have participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 17. 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. 18. ATTORNEYS’ FEES In the event either Party pursues any legal action (including arbitration) to enforce or interpret this Agreement, the Buyer shall pay Seller’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 19. 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. 20. 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. 21. 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. 22. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement. 23. ASSIGNMENT Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide any and all information reasonably demanded by Seller in connection with the proposed assignment and/or the proposed assignee. 24. BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 25. AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. Further, the undersigned representative of Buyer represents and warrants that Buyer is duly organized, validly existing, and in good standing under the laws of the State of Indiana. 26. TIME Time is of the essence of this Agreement. [Signature page follows.] IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase Agreement to be effective as of the Contract Date stated above. BUYER: Momentum Development Group, LLC By: Printed: Its: Dated: SELLER: South Bend Redevelopment Commission Troy Warner, President ATTEST: Eli Wax, Secretary EXHIBIT A Description of Property Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN EXHIBIT B Form of Special Warranty Deed AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NOS. 018-3017-0615 018-3017-0620 018-3017-0621 018-3017-0622 018-3017-0623 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, 215 S. Martin Luther King Jr., Blvd., Suite 500, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to Momentum Development Group, LLC, an Indiana Limited Liability Company, with a mailing address of 510 S. Main Street, South Bend, IN 46601 (the “Grantee”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”): Tax ID No. 018-3017-0615 Parcel Key No. 71-08-12-306-008.000-026 Legal Description: E 37 FT LOT 31 MARTINS ADD Commonly known as: 114 MONROE Tax ID No. 018-3017-0620 Parcel Key No. 71-08-12-306-002.000-026 Legal Description: N 1/2 LOT 34 & S 1/2 VAC ALLEY N & ADJ MARTINS ADD Commonly known as: 520 S MAIN Tax ID No. 018-3017-0621 Parcel Key No. 71-08-12-306-003.000-026 Legal Description: S 1/2 LOT 34 MARTINS ADD Commonly known as: 524 S MAIN Tax ID No. 018-3017-0622 Parcel Key No. 71-08-12-306-004.000-026 Legal Description: 32 FT NO SIDE LOT 35 MARTINS ADD Commonly known as: 528 S MAIN Tax ID No. 018-3017-0623 Parcel Key No. 71-08-12-306-005.000-026 Legal Description: S 34 FT LOT 35 MARTINS ADD Commonly known as: 530 S MAIN The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Page 1 of 2 The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and zoning ordinances; and subject to all provisions and objectives contained in the Commission’s 2025 River West Development Area Plan, as thereafter amended from time to time, and any design review guidelines associated therewith. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. GRANTOR: SOUTH BEND REDEVELOPMENT COMMISSION Troy Warner, President ATTEST: Eli Wax, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Eli Wax, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Special Warranty Deed being authorized so to do. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day of , 2025. My Commission Expires: Notary Public Residing in St. Joseph County, Indiana 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, 215 S. Dr. Martin Luther King Jr., Blvd. Suite 600,, South Bend, IN 46601. Page 2 of 2 South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: First Amendment to Real Estate Purchase Agreement – Property Bros Sherman Ave Project 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: Approve First Amendment to Real Estate Purchase Agreement for Property Bros Sherman Ave Project SPECIFICS: On June 13, 2024, the RDC and Property Bros LLC entered into a Real Estate Purchase Agreement (the “Agreement”) to transfer property located at 619 & 620 Sherman Ave and 1021 ½ 1023 ½ Lincoln Way West in order to construct new duplexes with six (6) total new residential units. Property Bros LLC has completed the construction of the housing and was able to construct two (2) new housing structures with a total of six (6) residential units on the property located at 619 & 620 Sherman Ave . Property Bros LLC did not need to use the property located at 1021 ½ 1023 ½ Lincoln Way West to complete their commitments and desires to transfer back to the Commission’s ownership. Staff believe that transferring back this property for redevelopment in the future would be in the best interests of the Commission. Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT This FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this “First Amendment”) is made and entered into to be effective as of the 11th day of December, 2025, by and between South Bend Redevelopment Commission (“Seller”), as Seller, and Property Bros LLC, an Indiana Limited Liability Company, with its registered address being 1251 N. Eddy St, Suite 200, South Bend, IN 46617 (“Buyer”), as Buyer (each a “Party” and collectively, the “Parties”). RECITALS A. Seller and Buyer entered into that certain Real Estate Purchase Agreement, dated effective as of June 13, 2024 (the “Agreement”), for the purchase and sale of certain real property located in the in St. Joseph County, City of South Bend, State of Indiana as more particularly described in Exhibit A of the Agreement (the “Property”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. B. Certain circumstances have changed since the execution of the Agreement, and the Seller and the Buyer now collectively desire to amend the Agreement to create a voluntary process through which Buyer can transfer an undeveloped parcel of the Property back to Seller. C. The Seller believes that such actions are in the best interests of the health, safety, and welfare of the City and its residents. D. The Seller and the Buyer now desire to amend the Agreement as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of these premises, and the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 1. Recitals. The recitals set forth above, including each and every recital contained therein, are incorporated into and made a part of this Amendment as though fully set forth herein. 2. Amendments. The Agreement is hereby amended as follows: a) Seller’s contact information in Section 2 shall be deleted and replaced with the following: TO SELLER: Caleb Bauer Executive Director Department of Community Investment City of South Bend 215 S. Dr. Martin Luther King Jr., Blvd., Suite 500 South Bend, IN 46601 2 WITH COPY TO: Legal Department City of South Bend 215 S. Dr. Martin Luther King Jr., Blvd., Suite 600 South Bend, IN 46601 b) Section 11.D shall be deleted in its entirety and replaced with the following text: D. Remedies Upon Default. In the event Buyer fails to complete the Property Improvements or comply with Section 11.B above, or to satisfactorily prove such performance in accordance with Section 11.A above for all or a portion of the Property, then, in addition to pursuing any other remedies available at law or in equity, either of the following remedies for to the portion of the Property that remains undeveloped (the “Undeveloped Parcel”) may be pursued: (i) Automatic Reversion. Seller may re-enter and take possession of the Undeveloped Parcel and terminate and revest in Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Undeveloped Parcels without offset or compensation for the value of any improvements made by Buyer; or (ii) Alternative Voluntary Reconveyance Option. Upon Seller’s request, Buyer shall execute and deliver to Seller a special warranty deed, without receipt of additional consideration, reconveying all of Buyer’s right, title, and interest in the Undeveloped Parcel to Seller, free and clear of all liens, encumbrances, title defects, and exceptions. The special warranty deed shall be substantially in the form attached as Exhibit E and shall be recorded promptly upon execution. Buyer shall pay all costs of recordation. Upon recordation of the special warranty claim deed, the Parties shall release each other from any further obligations related to the Undeveloped Parcel; however, Seller’s acceptance of a special warranty deed for the Undeveloped Parcel shall not constitute a waiver of any other rights or remedies available to Seller under this Agreement or applicable law. The Parties acknowledge that Seller’s conveyance of the Property to Buyer at Closing was made on a condition subsequent, and Seller retains its reversionary interest each parcel comprising of the Property until the issuance of the Certificate of Completion pursuant to Section 11.C. c) A new Exhibit E shall be added in the form attached hereto. 3 3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms, conditions and agreements contained in the Agreement remain unmodified and in full force and effect. The Parties hereby expressly reaffirm their respective obligations under the Agreement, and unless expressly modified by this First Amendment, the terms and provisions of the Agreement remain in full force and effect. To the extent a conflict exists between the terms of this First Amendment and the Agreement, the terms of this First Amendment shall control. 4. Capitalized Terms. Capitalized Terms used in this First Amendment will have the same meanings set forth in the Agreement, except as otherwise stated herein. 5. Counterparts; Electronic or Facsimile Transmission. This First Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this First Amendment shall be binding upon the party whose signature is contained on the transmitted copy. [Signature Page Follows.] 4 IN WITNESS WHEREOF, Buyer and Seller have executed this First Amendment to Real Estate Purchase Agreement to be effective as of the date set forth above. “BUYER”: Property Bros LLC By: Jordan Richardson, Chief Executive Officer “SELLER”: South Bend Redevelopment Commission By: Troy Warner, President Attest: Eli Wax, Secretary EXHIBIT E Special Warranty Deed Reconveying Undeveloped Parcel AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NO. 018-1074-3131 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that Property Bros LLC (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to 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”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate in St. Joseph County, Indiana (the “Property”): Commonly Known: 1021 ½ - 1023 ½ Lincoln Way West Parcel ID: 018-1074-3131 State ID: 71-08-02-335-008.000-026 Legal Description: Lot 2 40 Ft W Side Cushings First Add Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Further, Grantor hereby conveys the Property to the Grantee free and clear of all liens, leases, or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; subject to the Permitted Encumbrances set forth in Exhibit 1 attached hereto; and subject to all applicable building codes and zoning ordinances. The undersigned person executing this deed on behalf of the Grantor represents and certifies that they are a duly authorized representative of the Grantor and has been fully empowered and authorized to execute and deliver this deed, and that all necessary action to complete this conveyance has been taken and done. Signature Page Follows GRANTOR: Property Bros LLC By: Jordan Richardson, Chief Executive Officer STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared ________________, known to me to be the ___________________ of Property Bros LLC and acknowledged the execution of the foregoing Special Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2025. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana 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, 215 S. Dr. Martin Luther King, Jr. Blvd., Suite 600, South Bend, Indiana 46601. South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Resolution No. 3660 Approving Certificate of Completion for Property Bros LLC and Authorizing Related Acts 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: Approving Resolution No. 3660 Approving Certificate of Completion for Property Bros LLC and Authorizing Related Acts SPECIFICS: On June 13, 2024, the RDC and Property Bros LLC entered into a Real Estate Purchase Agreement, as further amended by the first amendment dated December 11, 2025, if approved by the Commission, (the “Agreement”) for property located at 619 & 620 Sherman Ave in order to construct new duplexes with six (6) total new residential units. Property Bros LLC has completed the construction of all required housing units and has performed all of the Buyer’s Post-Closing Development Obligations as required under the Agreement and provided the appropriate documentation. - Within Thirty-Six (36) Months after Closing expend no less than $1,575,000.00 on improvements to the site o Property Bros LLC expended greater than $1,575,000 on improvements to the site - Commence Construction within Twelve (12) Months of Closing Date o Property Bros LLC began construction within Twelve (12) months of Closing Date - Complete Construction within Thirty-Six (36) Months of Closing Date o Property Bros LLC completed construction within Thirty-Six months of Closing Date - Construct Six (6) new residential units on site o Property Bros LLC has constructed the required six (6) new residential units at this site and Certificates of Occupancy have been issued. o Property Bros LLC was able to complete these new residential units utilizing only two of the three parcels that were transferred to their ownership. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana The proposed Resolution permits Staff to record the Certificate of Completion only after the parcel located at 1021 ½ 1023 ½ Lincoln Way West is transferred back to the Commission’s ownership per the proposed first amendment. RESOLUTION NO. 3660 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING THE CERTIFICATE OF COMPLETION FOR PROPERTY BROS LLC AND AUTHORIZING RELATED ACTS WHEREAS, the South Bend Redevelopment Commission ("Commission") exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953 (Ind. Code § 36-7-14 et seq., the “Act”); and WHEREAS, in furtherance of its purposes under the Act, the Commission entered into a certain Real Estate Purchase Agreement by and between the Commission and Property Bros LLC (the “Buyer”), dated June 13, 2024, as further amended by the First Amendment to Real Estate Purchase Agreement dated December 11, 2025 (the “Agreement”); and WHEREAS, under the original Agreement, three parcels of property were conveyed to Buyer in exchange for Buyer’s agreement to complete certain Post-Closing Development Obligations on those three parcels; and WHEREAS, the Buyer has performed all of its Post-Closing Development Obligations with regard to two of the parcels (the “Completed Parcels”), and the Commission wishes to acknowledge and affirm such completion the Completed Parcels by issuing a Certificate of Completion; and WHEREAS, the Commission and the Buyer agreed to create a voluntary process to allow Buyer to reconvey the remaining parcel of the Property that was not developed (the “Undeveloped Parcel”) back to the Commission; and WHEREAS, the Commission desires to issue a Certificate of Completion for the Completed Parcels, and upon confirmation of the reconveyance of the Undeveloped Parcel to the Commission and proper recordation thereof, cause the Certificate of Completion recorded. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1. The Commission hereby approves and the Certificate of Completion for the Completed Parcels in the form attached hereto as Exhibit A and authorizes the President and Secretary of the Commission to execute and attest, respectively, said Certificate of Completion. 2. The Certificate of Completion shall be held in escrow by the City’s Department of Community Investment until the Undeveloped Parcel is reconveyed to the Commission by Buyer and properly recorded. 3. Upon proof of the reconveyance of the Undeveloped Parcel to the Commission and proper recordation thereof with the St. Joseph County Recorder’s Office, the Commission directs and authorizes Joseph Molnar or Erin Michaels of the City’s Department of Community Investment to present for recordation to the Recorder of St. Joseph County, Indiana, the Certificate of Completion, as well as any other document necessary to release the Commission’s reversionary interest in the Completed Parcels specified in the Certificate of Completion. 4. This Resolution shall be in full force and effect after its adoption by the South Bend Redevelopment Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 11, 2025. SOUTH BEND REDELOPMENT COMMISSION ___________________________ Troy Warner, President ATTEST: _______________________ Eli Wax, S ecretary EXHIBIT A Certificate of Completion CROSS REFERENCE: Document No. 2024-22418, recorded September 24, 2024 CERTIFICATE OF COMPLETION This Certificate of Completion (this “Certificate”) is issued on December 11, 2025, by the City of South Bend, Indiana, Department of Redevelopment, acting by and through its governing body, the South Bend Redevelopment Commission (the “Commission”), pursuant to that certain Real Estate Purchase Agreement by and between the Commission and Property Bros LLC (the “Buyer”), dated June 13, 2024, as further amended by the First Amendment to Real Estate Purchase Agreement dated December 11, 2025 (the “Agreement”). The Commission states as follows: 1. Pursuant to the Agreement, the Commission conveyed to the Buyer the real property described in attached Exhibit A (the “Property”) by the special warranty deed recorded on September 24, 2024 as Document No. 2024-22418 in the Office of the Recorder of St. Joseph County, Indiana (the “Deed”). 2. Section 11 of the Agreement established certain obligations of the Buyer following its acceptance of the Deed from the Commission (the "Buyer’s Post-Closing Development Obligations"). The Commission hereby acknowledges and affirms that the Buyer has performed all of the Buyer’s Post-Closing Development Obligations pertaining to the Property described in Exhibit A as required under the Agreement, and has provided satisfactory evidence of the same. 3. This Certificate will serve as a conclusive determination of the Buyer’s satisfaction of the Buyer’s Post-Closing Development Obligations and, upon recordation, will constitute a full release of the Commission’s reversionary interest in the only the Property described in Exhibit A attached hereto established under the Deed and Section 11 of the Agreement. 4. This Certificate does not amend or otherwise alter the Agreement, and this Certificate shall be binding upon the Commission and its successors and assigns and shall inure to the benefit of the Buyer and her successors in interest. [Signature page follows.] SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Eli Wax, Secretary STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Troy Warner and Eli Wax, known to me to be the President and Secretary, respectively, of the South Bend Redevelopment Commission and acknowledged the execution of the foregoing Certificate of Completion. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the ____ day of ____________ 20__. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in St. Joseph County, Indiana 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, 1200 S. County-City Building, 215 S. Dr. Martin Luther King, Jr. Blvd., Suite 600., South Bend, Indiana 46601. EXHIBIT A Description of Property Parcel I Key Number: 71-08-02-335-005.000-026 Local Parcel Number: 018-1074-3128 Legal Description: Lot 5 Cushings 1st Commonly Known As: 620 Sherman Avenue Parcel II Key Number: 71-08-02-334-013.000-026 Local Parcel Number: 018-1074-3109 Legal Description: Lot 48 Cushings 1st Commonly Known As: 619 Sherman Avenue South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/3/25 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: First Amendment to Real Estate Development Agreement – Property Bros Sherman Ave Project 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: Approve First Amendment to Development Agreement for Property Bros Sherman Ave Project SPECIFICS: On June 13, 2024, the RDC and Property Bros LLC simultaneously entered into a Real Estate Purchase Agreement to transfer property located at 619 & 620 Sherman Ave and 1021 ½ 1023 ½ Lincoln Way West and a Development Agreement in order to construct new duplexes with six (6) total new residential units. Property Bros LLC has completed the construction of the housing and was able to construct two (2) new housing structures with a total of six (6) residential units on the property located at 619 & 620 Sherman Ave . Property Bros LLC did not need to use the property located at 1021 ½ 1023 ½ Lincoln Way West to complete their commitments and desires to transfer back to the Commission’s ownership. Staff believe that transferring back this property for redevelopment in the future would be in the best interests of the Commission. This amendment updates the Project scope to remove the parcel on Lincoln Way West. Staff requests approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “First Amendment”) is made and entered into to be effective as of December 11, 2025, 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 Property Bros LLC, an Indiana limited liability company with offices at 1251 N. Eddy St, Suite 200, South Bend, IN 46617(the “Developer”). RECITALS A. The Commission and the Developer entered into that certain Development Agreement dated effective June 13, 2024 (collectively the “Development Agreement” or as may be referred to as simply the “Agreement”), for development of certain real property located in St. Joseph County, City of South Bend, State of Indiana. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Development Agreement. B. Concurrently with the execution of the Development Agreement, the Commission entered into a certain Real Estate Purchase Agreement (the “Purchase Agreement”) under which the Commission agreed to sell to Developer certain real property to be included in the Project. C. Certain circumstances have changed since the execution of the Development Agreement and Purchase Agreement, and the Commission and the Developer now collectively desire to amend the Development Agreement to remove one of the parcels of real property from the Project scope, which parcel is expected to be transferred back to the Commission’s ownership through an amendment to the Purchase Agreement, executed concurrently herewith. D. The Commission believes that updating the terms of the Development Agreement to reflect such changes in the best interests of the health, safety, and welfare of the City and its residents. E. The Commission and the Developer now desire to amend the Development Agreement as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of these premises, and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Developer and the Commission hereby agree as follows: 1. Recitals. The recitals set forth above, including each and every recital contained therein, are incorporated into and made a part of this First Amendment as though fully set forth herein. 2. Amendments. The Development Agreement is hereby amended as follows: 2 a) The Commission’s notice and copy addresses provided in Section 9.8 Notice and Demands shall be amended to read as follows: Commission: South Bend Redevelopment Commission 215 S. Dr. Martin Luther King Jr. Blvd., Suite 500 South Bend, IN 46601 Attn: Executive Director, Department of Community Investment With a copy to: South Bend Legal Department 215 S. Dr. Martin Luther King Jr. Blvd., Suite 600 South Bend, IN 46601 Attn: Corporation Counsel b) The following text from Exhibit A shall be deleted in its entirety: Key Number: 71-08-02-335-008.000-026 Local Parcel Number: 018-1074-3131 Legal Description: Lot 2 40 Ft W Side Cushings First Add Commonly Known As: 1021 1/2-1023 1/2 Lincoln Way West 3. Entire Agreement; Conflict. Except as otherwise stated herein, all other terms, conditions and agreements contained in the Development Agreement remain unmodified and in full force and effect. To the extent a conflict exists between the terms of this First Amendment and the Development Agreement, the terms of this First Amendment shall control. Capitalized terms used in this First Amendment will have the meanings set forth in the Development Agreement unless otherwise stated herein. 4. Counterparts; Electronic or Facsimile Transmission. This First Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this First Amendment shall be binding upon the party whose signature is contained on the transmitted copy. Signature Page Follows 3 IN WITNESS WHEREOF, Commission and Developer have executed this First Amendment to Development Agreement to be effective as of the date set forth above. SOUTH BEND REDEVELOPMENT COMMISSION By:___________________________________ Troy Warner, President Attest: ___________________________________ Eli Wax, Secretary PROPERTY BROS LLC By:_____________________________ Jordan Richardson, Chief Executive Officer South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE: 12/08/2025 FROM: Allison Doctor, Project Manager Leslie Biek, Assistant City Engineer SUBJECT: Budget Request Union Station Consultant Services Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Budget request of $130,000 for professional services to support two key steps in returning passenger rail to Union Station: 1) feasibility analyses for a center platform and tunnel access to the platform; and 2) preparation for a federal grant opportunity. SPECIFICS: In August of 2024, the Redevelopment Commission acquired Union Station with the purpose of exploring its reactivation as a passenger rail station. The City has been exploring funding opportunities and has had productive meetings with Amtrak but needs to explore two key considerations: (1) the feasibility of a platform between the two existing rail tracks; and, 2) whether the existing tunnel can be repurposed to access a center platform. The City has engaged WSP, an engineering and consulting firm with expertise in railroad design, to assist the City with these analyses. A portion of this funding request would allow WSP to proceed with these studies. Additionally, the City is preparing an application for the Federal-State Partnership for Intercity Passenger Rail (FSP) Grant Program. If awarded, the grant would help the City make substantial progress in its goal to reactivate Union Station and return passenger rail service to downtown. WSP’s expertise and experience preparing similar applications, particularly the highly-technical benefit cost analysis, will make our submission more competitive. In 2024, WSP prepared an application on behalf of the City for this same funding opportunity; however, the DOT subsequently canceled the competition during the federal funding freeze. Since then, DOT has released a new funding opportunity under this same program and encouraged the City to reapply. A portion of this funding request would allow WSP to complete the benefit-cost analysis and assist with the grant narrative. The requested funds will help continue the City’s exploration of returning passenger rail to downtown. Staff recommends approval. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/8/25 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Second Amendment to Economic Development Agreement (J.C. Hart) 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 a Second Amendment to JC Hart Development Agreement SPECIFICS: This Second Amendment to the JC Hart development agreement simply extends the completion date, and other associated end dates, by one year to accommodate delays due to efforts to relocate utilities on and around the project site. Demolition of the existing building is ongoing and the City’s utility work is proceeding. This Second Amendment would make the following amendments to the development agreement: • Project Completion: The date by which JC Hart commits to have completed the project is changed to December 31, 2029, from December 31, 2028. • Closing with Respect to the Bonds: The date by which the closing with respect to the bonds must take place is updated to December 31, 2026, from December 31, 2025. As background, on January 9, 2025, the Commission entered into an economic development agreement with J.C. Hart Company in support of the transformational project taking place on the western bank of the St. Joseph River in downtown South Bend. The Developer commitments included the demolition of an existing office building, construction of two (2) new multi-family residential buildings with a minimum of two hundred and ninety-one (291) units, and a three hundred and ninety-eight (398) parking space garage. The minimum Developer investment is $61.5 million. The City committed to undertaking the construction of public infrastructure improvements to support the project, including those necessary to re-establish a street grid and utility network at the project site, including construction of new streets, curbs and sidewalks, installation of lighting, relocation of existing or building of new utilities serving the project site, and other improvements in support of the project as agreed upon between the parties. The agreement was amended on March 13, 2025 (the First Amendment) to better clarify the Local Public Improvements to which the City committed to complete. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION 1 SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (this “Second Amendment”), is made effective as of the _____ day of ___________________, 2025, by and among the CITY OF SOUTH BEND, INDIANA, a political subdivision and municipal corporation of the State of Indiana (the “City”), the CITY OF SOUTH BEND DEPARTMENT OF REDEVELOPMENT acting by and through its governing body, the SOUTH BEND REDEVELOPMENT COMMISSION (the “Redevelopment Commission” and together with the City, the “City Bodies”), and J.C. HART COMPANY, INC., an Indiana corporation (“Developer”). R E C I T A L S: A. The City Bodies and Developer are parties to a certain Economic Development Agreement dated as of January 9, 2025, as amended by that certain First Amendment to Economic Development Agreement made effective March 13, 2025 (as amended, the “Original Agreement”). B. The City Bodies and Developer desire to further modify and amend the terms of the Original Agreement to extend certain deadlines contained in the Original Agreement, all as set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follo ws: 1. Incorporation of Recitals; Definitions. The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Original Agreement. 2. Extension of Deadlines. The City Bodies and Developer agree to extend certain deadlines under the Original Agreement as follows: a. Completion Date. The City Bodies and Developer agree to extend the Completion Date by one (1) year. Accordingly, the date “December 31, 2028” located in the definition of Completion Date in Article I of the Original Agreement is hereby deleted and replaced with “December 31, 2029”. The date “December 31, 2028” located in Section 4.01 and Section 4.03 of the Original Agreement is hereby deleted and replaced with “December 31, 2029”. b. Costs. The City Bodies and Developer agree to extend the date by which Closing must occur to avoid triggering an obligation to pay certain costs and fees of the City Bodies by one (1) year. Accordingly, the date “December 31, 2025” located in Section 8.04 is hereby deleted and replaced with “December 31, 2026”. Docusign Envelope ID: 8FFF8F72-BEE0-4955-8960-3225BB960D2F 2 c. Termination. The City Bodies and Developer agree to extend the date by which Closing must occur to avoid triggering a right to terminate the Original Agreement in favor of the City Bodies by one (1) year. Accordingly, the date “December 31, 2025” located in Section 8.06 is hereby deleted and replaced with “December 31, 2026”. 3. Continuing Effect. Except as expressly set forth herein, the Original Agreement remains unmodified and in full force and effect. To the extent of any inconsistency between the terms and provisions of this Second Amendment and the Original Agreement, the terms and provisions of this Second Amendment shall control. 4. Miscellaneous. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument. Each party has the right to rely upon a facsimile or e-mail counterpart of this Second Amendment signed by the other party to the same extent as if such party received an original counterpart. This Second Amendment shall extend to, be binding upon and inure to the benefit of the respective heirs, devisees, legal representatives, successors, permitted assigns and beneficiaries of the parties hereto. [SIGNATURES ON THE FOLLOWING PAGE(S)] Docusign Envelope ID: 8FFF8F72-BEE0-4955-8960-3225BB960D2F 3 IN WITNESS WHEREOF, the City Bodies and Developer have executed this Second Amendment to be effective as of the date set forth above. CITY: CITY OF SOUTH BEND, INDIANA By: James Mueller, Mayor REDEVELOPMENT COMMISSION: SOUTH BEND REDEVELOPMENT COMMISSION By: Printed: ___________________________________ Title: _____________________________________ ATTEST: By: Printed: ___________________________________ Title: _____________________________________ [signatures continue on the following page] Docusign Envelope ID: 8FFF8F72-BEE0-4955-8960-3225BB960D2F 4 DEVELOPER: J.C. HART COMPANY, INC., an Indiana corporation By: ________________________________ John C. Hart, Jr., Chairman Docusign Envelope ID: 8FFF8F72-BEE0-4955-8960-3225BB960D2F South Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 12/8/25 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Budget Request: Dismas House Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. * Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Budget request for $125,000 to be provided to Dismas House of Indiana, Inc. via a donation agreement SPECIFICS: Dismas House, located on South Saint Joseph Street, provides housing and programming— including employment assistance—for individuals reentering our community following incarceration. Through a strong network of support, the organization helps residents rebuild their lives with dignity and purpose. Recently, Dismas House acquired the building at 402 East South Street, now serving as The Dismas Hub. This community space allows the organization to expand its programming and deepen its impact. The building also includes apartments on the second floor, further supporting transitional housing needs. While the Dismas Hub building is in good shape, it needs a new roof. This budget request would provide Dismas House with the funds to repair or replace the roof and make any other repairs or renovations the building needs. ______________ ___________Pres/V-Pres ATTEST: __________ ________Secretary Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION RESOLUTION NO. 3657 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION APPROVING A SCHEDULE OF REGULAR MEETING TIMES FOR CALENDAR YEAR 2026 WHEREAS, pursuant to Ind. Code § 36-7-14, the South Bend Redevelopment Commission (“Commission”) is the governing body of the City of South Bend Department of Redevelopment; and WHEREAS, pursuant to Ind. Code § 36-7-14-8(g), the Commissioners may adopt the rules and bylaws it considers necessary for the proper conduct of Commission proceedings and the carrying out of Commission duties; and WHEREAS, Article IV, Section 1 of the Second Amended and Restated By-Laws of the South Bend Redevelopment Commission effective July 9, 2020, provides that the Commission shall adopt a schedule of regular meetings, each for each calendar year; and WHEREAS, the Commission desires to approve and adopt a schedule of regular meeting dates and times for calendar year 2026; and NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission as follows: 1. The Commission approves and adopts as its regular meeting schedule for calendar year 2026 the meeting dates and times stated in the schedule attached hereto as Exhibit A. 2. Unless otherwise announced, regular meetings shall be held without further notice at 9:30 a.m., local time, in City Hall Council Chambers Room 301, 215 S. Dr. Martin Luther King, Jr. Blvd., South Bend, Indiana 46601 and virtually via https://tinyurl.com/RDC2025-2026-Meetings. 3. This Resolution shall be in full force and effect after its adoption by the South Bend Redevelopment Commission. ADOPTED at a meeting of the South Bend Redevelopment Commission held on December 11, 2025. SOUTH BEND REDEVELOPMENT COMMISSION ______________________________ Troy Warner, President ATTEST: ______________________________ Eli Wax, Secretary Resolution No. 3657 Exhibit A 2026 Meeting Schedule Except where indicated below, the South Bend Redevelopment Commission will hold its Regular Meetings on the 2nd and 4th Thursdays of each month at 9:30 a.m. at 215 S. Dr. Martin Luther King Jr. Blvd., City Hall Council Chambers on the 3rd Floor (Rm301) Each meeting will also be broadcast virtually via Microsoft Teams at the following link: https://tinyurl.com/RDC2025-2026-Meetings Date Time Notes January 8 January 22 9:30 a.m. 9:30 a.m. February 12 February 26 9:30 a.m. 9:30 a.m. March 12 March 26 9:30 a.m. 9:30 a.m. April 9 April 23 9:30 a.m. 9:30 a.m. May 14 May 28 9:30 a.m. 9:30 a.m. June 11 June 25 9:30 a.m. 9:30 a.m. July 9 July 23 9:30 a.m. 9:30 a.m. August 13 August 27 9:30 a.m. 9:30 a.m. September 10 September 24 9:30 a.m. 9:30 a.m. October 8 October 22 9:30 a.m. 9:30 a.m. November 12 November 23 9:30 a.m. 9:30 a.m. This date is Monday prior to the Thanksgiving Holiday December 10 December 21 9:30 a.m. 9:30 a.m. This date is Monday prior to the Christmas Holiday FOR HEARING AND SIGHT IMPAIRED PERSONS Auxiliary aid or other services are available upon request at no charge. Please make reasonable advance requests when possible.