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HomeMy WebLinkAbout5D1 3rd Amendment to Development Agreement (Wharf Partners LLC) - Fully ExecutedSouth Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana Redevelopment Commission Agenda Item D ATE : 3/23/2026 FROM: Joseph Molnar, Deputy Director, Community Investment SUBJECT: Third Amendment Cascade (Wharf) 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: Third Amendment to the Development Agreement with Wharf Partners, LLC, for completion of the Cascade development SPECIFICS: The Redevelopment Commission (RDC) entered into a Development Agreement with Wharf Partners LLC (the “Developer”) effective February 22, 2018, amended in 2018 and 2025. (collectively, the “Agreement”). The Agreement provides support for a two-phase project for the complete redevelopment of the property located just northwest of Seitz Park along the eastern bank of the St. Joseph River. Phase I was completed on December 23, 2019, with the completion of the seven-story tower and underground parking garage. The Developer’s commercial tenant opened a ground floor restaurant open to the public on August 15, 2024, and the jobs created by Phase 1 are more than double the number required by the Agreement. Through Phase I, the Developer significantly exceeded the required private investment. After delays Seitz Park finished allowing access to the Phase II site, the Second Amendment was approved which increased the project scope of Phase II, RDC commitment, and the private investment commitment. Since the Second Amendment was approved in 2025, the Developer has refined the designs of the Phase II while the City has clarified timelines and design on upcoming Colfax Ave Streetscape improvements. During that time, cost estimates have exceeded expectations in 2025, and staff have worked with the Developer to address the complicated scheduling of the City improvements to Colfax Ave while Phase II begins construction. Thus the following terms are proposed. •Increase the Funding Amount for Phase I & Phase II to $10,737,000 (up from $9,737,000) •Increase the Private Investment Commitment to $65,000,000 (up from $63,000,000 in the Second Amendment and $38,500,000 originally) •Update the Local Public Improvements to clarify that a portion of the Funding Amount will be expended during the Colfax Ave Streetscape installing water/sewer laterals _________________________Pres/V-Pres ATTEST: __________________Secretary Date: ____________________ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION March 26, 2026  South Bend Redevelopment Commission 227 West Jefferson Boulevard, Room 1308, South Bend, Indiana •Update the Project Plan to clarify the Developer will complete the Colfax Ave streetscape improvements adjacent to Phase II from the curb line to the Developer’s property In total, the Developer is intending to expend a minimum of $40,500,000 investment into Phase II of the project, far exceeding Phase II estimates at the time the Agreement was approved in 2018. This scale of construction will provide further tax revenues, add increased vitality to the East Bank area and greater Downtown South Bend, and activate a currently vacant lot. Staff recommend approval of the Third Amendment. 1 THIRD AMENDMENT TO DEVELOPMENT AGREEMENT This THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (this “Third Amendment”) is made and entered into to be effective as of March 26, 2026 (the “Effective Date”), by and between the South Bend Redevelopment Commission (the “Commission”), and Wharf Partners, LLC, an Indiana limited liability company with its registered address at P.O. Box 148, South Bend, Indiana 46624 (the “Developer”) (each a “Party,” and collectively the “Parties”). RECITALS A.The Commission and the Developer entered into a certain Development Agreement dated effective February 22, 2018, as amended by a First Amendment to Development Agreement dated December 13, 2018, and a Second Amendment to Development Agreement dated August 28, 2025 (collectively 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 East Development Area (the “Project”). B.The Development Agreement defined the Funding Amount to be an amount not to exceed Nine Million Seven Hundred Thirty-Seven Thousand Dollars ($9,737,000.00) 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 Sixty-Three Million Dollars ($63,000,000) for the costs associated with completing the improvements set forth in the Project Plan (inclusive of Phase I and Phase II , Parts 1 and 2), 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.As of the Effective Date of this Third Amendment, no portion of the Funding Amount has been expended on Phase II of the Project. D.The Parties desire to amend the Development Agreement to increase the Funding Amount and Private Investment, and to recognize certain other changes in the Project. E.The Commission believes that the Developer completing Phase II of the Project as described in this Third Amendment is in the best interests of the health, safety, and welfare of the City and its residents. F.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 Third Amendment, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1.Recitals. The recitals set forth above are incorporated into and made a part of this Third Amendment as though fully set forth herein. 2 2.Amendments. The Development Agreement is hereby amended as follows: a)In Section 1.3, the text “Nine Million Seven Hundred Thirty-Seven Thousand ($9,737,000.00)” shall be deleted and replaced with the following: “Ten Million Seven Hundred and Thiry-Seven Thousand ($10,737,000.00).” b)In Section 1.4, the text “Sixty-Three Million Dollars ($63,000,000.00)” shall be deleted and replaced with the following: “Sixty-Five Million Dollars ($65,000,000.00).” c)The entirety of Section 5.2(b)(i) shall be deleted. d)The entirety of Section 5.3 shall be deleted and replaced with the following: 5.3 Funding Amount Closing. Notwithstanding anything contained herein to the contrary, once the Commission has expended or obligated, through its own contracts or contracts entered into on its behalf by the Board of Works serving as its agent, at least Ten Million Six Hundred and Eighty-Seven Thousand ($10,687,000.00), the Commission will not be required to expend any further portion of the Funding Amount or otherwise complete any further Local Public Improvements. The Parties mutually acknowledge and agree that, in such circumstances, the Commission's obligation to expend the Funding Amount will be fully satisfied and discharged without the necessity of expending the entire sum of Ten Million Seven Hundred and Thiry-Seven Thousand ($10,737,000.00). e)Exhibit B (“Project Plan”) shall be replaced in its entirety with Exhibit B attached to this Third Amendment. f)Exhibit C (“Description of Local Public Improvements”) shall be replaced in its entirety with Exhibit C attached to this Third 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 Third Amendment and the Development Agreement, the terms of this Third Amendment shall control. Capitalized terms used in this Third Amendment will have the meanings set forth in the Development Agreement unless otherwise stated herein. 4.Counterparts; Electronic or Facsimile Transmission. This Third Amendment may be executed in counterparts which, when combined, shall constitute one instrument. The electronic or facsimile transmission of a signed counterpart of this Third Amendment shall be binding upon the party whose signature is contained on the transmitted copy. 3 Signature Page Follows EXHIBIT A Development Agreement, as amended EXHIBIT B Project Plan The Developer will complete the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: Phase I Construct a single building consisting, at a minimum, of the following: • Seven (7) stories with thirteen (13) housing units; • Commercial and multi-family space of no less than a combined seven thousand seven hundred (7,700) square feet; and • A private underground parking garage. Phase II Construct a single building consisting, at a minimum, of the following: • Seven (7) stories with twenty (20) housing units; and • Commercial space of no less than a combined ten thousand (10,000) square feet; • One of the following: (A) one (1) additional story with either four (4) additional housing units; or (B) one (1) additional story of commercial space; or (C) multi-family space totaling no less than ten thousand (10,000) square feet; and • A private underground parking garage. • Developer will require occupying portions of City’s right-of-way within the City’s planned work including the sidewalk and landscaping area behind the curb. The City will not be able to complete that work in this area as normally scheduled to ensure safety and site control during Cascade Phase II construction. The City will be able to install the curb, inlets and sewer laterals on the south side of Colfax, adjacent to the Cascades development, during the construction of the Colfax Ave Streetscape project. • Developer is responsible for completing the Colfax Ave Streetscape work adjacent to the project site from behind the curb to the property line. The contractor is required to attain a maintenance bond for this work. Developer is required to complete the work to City standards and to the specifications and plans outlined in the City’s project. EXHIBIT C Description of Local Public Improvements The Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: Phase I Site preparation, infrastructure elements, and/or other improvements to the Developer Property necessary for the Developer's completion of Phase I the Project, to be further specified by the Developer as soon as reasonably practicable. Phase II Site preparation, infrastructure elements, construction materials, and/or other exterior improvements to the Developer Property necessary for the Developer's completion of Phase II the Project, to be further specified by the Developer, and approved by the Commission, as soon as reasonably practicable. The Commission will perform the work of installing the water services and sewer laterals needed for Cascade Phase II during the construction of the Colfax Ave Streetscape project with the associated costs as determined by the Commission being paid for through the Funding Amount. It is understood between the Parties that the Commission will contribute an amount not to exceed the Funding Amount specified in Section 1.3 (Funding Amount) of this Agreement for the Local Public Improvements. The Developer shall have the sole responsibility to fund any and all costs associated with Local Public Improvements which exceeds this amount. Any and all costs associated with improvements not explicitly described above and not approved pursuant to Section 4.10 (Specifications for Local Public Improvements) or that require funding above the Funding Amount are the sole responsibility of the Developer.