HomeMy WebLinkAboutEDC Agenda & Packet 6.18.26
South Bend
Economic Development Commission
215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana
Page | 1
Agenda
Scheduled Meeting
June 18, 2026, at 1 p.m.
City Hall Council Chambers 3rd Floor or via:
https://tinyurl.com/EDC-June2026
Meeting Recording Link: https://tinyurl.com/EDC-Meeting-Recordings
1. Roll Call
• Cecilia Lopez Monterrosa, President – (Mayor) Feb. 2024 – Feb. 2028
• Rafael Morton, Vice-President – (Mayor) June 2024 – June 2028
• Renata Matousova, Secretary – (Mayor) Jan. 2025 – Jan. 2029
• Luis Zapata, Commissioner – (Mayor) Feb. 2024 – Feb. 2028
• Karen White, Commissioner – (Mayor) May 2024 – May 2028
2. Approval of Minutes
A. February 5, 2026
3. New Business
A. Beacon Heights Project (Beacon Apartments Preservation LLC)
a. Presentation of Project
b. Overview of Documents for Approval
i. Project Report
ii. Form of Financing and Loan Agreement
iii. Form of Funding and Reimbursement Agreement
iv. Form of Common Council Loan Ordinance
c. Public Hearing Regarding Project and Loan
d. Approval of Resolution No. 2026-02 Authorizing a Direct Loan to the
Developer of An Economic Development Facility (Beacon Heights Project)
and Approving Other Matters in Connection Therewith.
4. Adjournment
South Bend
Economic Development Commission
215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana
Minutes
Scheduled Meeting
February 5, 2026 – 9:30 a.m.
City Hall Council Chambers 3rd Floor or via:
https://tinyurl.com/EDC-Jan2026
Meeting Recording Link: https://tinyurl.com/EDC-Meeting-Recordings
The South Bend Economic Development Commission was called to order at 10:11 p.m.
1. Roll Call
Members Present: Cecilia Lopez Monterrosa, President
Rafael Morton, Vice-President
Renata Matousova, Secretary
Karen White, Commissioner
Members Virtually: Luis Zapata, Commissioner
Legal Counsel: Jenna Throw, City Attorney
Staff Present: Caleb Bauer, Executive Director, DCI
Erik Glavich, Director, Growth & Opportunity, DCI
Joseph Molnar, Asst. Dir. of Growth and Opp., DCI
Laura Hensley, Board Secretary, DCI
Attending: Thomas Everett, Barnes & Thornburg
Steve Condrin, Colfax Corner ML, LLC
Juliane Balog, South Bend Tribune
Murray Miller, 23698 Western Ave.
Tom Sardelli, Ancora – Virtual
2. Approval of Minutes
A. Approval of the Minutes of September 18, 2025
The motion was made by Renata Matousova and seconded by Karen White.
On the motion to approve the Minutes of the Meeting of September 18,
2025:
• Cecilia Lopez Monterrosa, President: YEA
• Rafael Morton, Vice-President: YEA
• Renata Matousova, Secretary: YEA
• Luis Zapata, Commissioner: YEA
CITY OF SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION MEETING – February 5, 2026
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• Karen White, Commissioner: YEA
The motion carried with all 5 YEAs and the Commission approved the
Minutes of the Meeting of September 18, 2025.
3. Election of Officers
A. Nominations were made by Renata Matousova for Cecilia Lopez
Monterrosa to be the President, seconded by Rafael Morton.
On the motion to approve Cecilia Lopez Monterrosa to be the President on
February 5, 2026:
• Cecilia Lopez Monterrosa, President: YEA
• Rafael Morton, Vice-President: YEA
• Renata Matousova, Secretary: YEA
• Luis Zapata, Commissioner: YEA
• Karen White, Commissioner: YEA
The motion carried with all 5 YEAs and the Commission approved Cecilia
Lopez Monterrosa to be the President on February 5, 2026.
B. Nominations were made by Karen White for Rafael Morton to be the Vice-
President, seconded by Renata Matousova.
On the motion to approve Rafael Morton to be the Vice-President on
February 5, 2026:
• Cecilia Lopez Monterrosa, President: YEA
• Rafael Morton, Vice-President: YEA
• Renata Matousova, Secretary: YEA
• Luis Zapata, Commissioner: YEA
• Karen White, Commissioner: YEA
The motion carried with all 5 YEAs and the Commission approved Rafael
Morton to be the Vice-President on February 5, 2026.
C. Nominations were made by Cecilia Lopez Monterrosa for Renata
Matousova to be the Secretary, seconded by Rafael Morton
On the motion to approve Renata Matousova to be the Secretary on
February 5, 2026:
• Cecilia Lopez Monterrosa, President: YEA
CITY OF SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION MEETING – February 5, 2026
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• Rafael Morton, Vice-President: YEA
• Renata Matousova, Secretary: YEA
• Luis Zapata, Commissioner: YEA
• Karen White, Commissioner: YEA
The motion carried with all 5 YEAs and the Commission approved Renata
Matousova to be the Secretary on February 5, 2026.
4. New Business
A. Colfax Corner Project (Colfax Corner ML, LLC)
a. Overview of Documents for Approval
i. Report of the South Bend Economic Development Commission
Concerning the Proposed Financing of Economic Development
Facilities for Colfax Corner ML, LLC
ii. Form of Trust Indenture
iii. Form of Financing and Loan Agreement
iv. Form of Common Council Bond Ordinance
Caleb Bauer, Executive Director of Community Investment, presented the
overview of documents. The proposed economic development agreement
applies to Colfax Corner MLLLC, which owns the former South Bend
Tribune building, as well as the Main Street Row properties. These
properties are currently part of active negotiations. There is more than $1.1
billion in private investment already planned for downtown South Bend.
This tool helps turn those plans into reality and could support even more
investment from future projects that are not yet under negotiation.
The district boundaries were intentionally drawn to focus on areas with low
current property value, such as parking lots, vacant sites, and underused or
deteriorating buildings. Higher-value properties were largely excluded. This
is because only new tax revenue generated after the district is established
will be captured, and the goal is to avoid redirecting revenue from
properties that already contribute significantly. An agreement between the
City of South Bend and the State of Indiana, signed by the Indiana Economic
Development Corporation (IEDC), governs how funds are distributed to the
City, the Redevelopment Commission, and the Economic Development
Commission. The Innovation Development District (IDD) was established as
of March 15 of this year. That date sets the baseline for sales and income tax
revenue within the district. Any revenue above that baseline is considered
incremental and can be captured for up to 30 years. The district can capture
up to $15 million per year in combined state sales and income tax revenue.
It will take many years to reach that level. The first $7.5 million each year is
automatically returned to the City for use within the district. The second
$7.5 million requires prior approval from IEDC, which ensures coordination
CITY OF SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION MEETING – February 5, 2026
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and alignment with state priorities. The approval process is designed to be
streamlined.
Over 30 years, the state’s total contribution is capped at $225 million. If
that cap is reached before the district expires, the agreement allows for
good-faith negotiations to potentially increase the cap. This district
provides strong returns on investment for both the City and the State. If the
full $225 million is realized, it would fund major strategic downtown
projects. A Baker Tilly analysis estimates that the completed district could
add more than $1 billion annually to Indiana’s GDP and generate over $600
million in state and local tax revenue. State incentives would not exceed
20% of any single project. The district is expected to support nearly 2,500
new jobs in South Bend, with additional indirect and induced job growth. It
also supports the creation of an innovation hub that enables the University
of Notre Dame to expand applied research. In a full build-out scenario, the
district could generate approximately $45 million annually in state sales and
income tax revenue, meaning the state would return only about one-third of
what is generated.
The district aligns closely with the downtown plan currently under
development. Projects underway, proposed developments, and future
opportunity sites largely overlap with the IDD boundary. This gives the City
a powerful tool to move quickly on future redevelopment opportunities. The
long-term vision is a vibrant, connected downtown that welcomes everyone
to gather, live, work, and enjoy community life.
Mr. Bauer stated that before you today are several agreements and a
resolution related to the Colfax Corner MLLLC project. As part of today’s
process, a public hearing is required. The Colfax Corner project is located on
the block north of Colfax Ave., between Lafayette Bldv. and Main St. The
project includes both redevelopment and new construction. The existing
South Bend Tribune building will be renovated, and a new office building will
be constructed on the site currently occupied by the Main Street Row
buildings. The financing terms range from 25 to 30 years. No existing City
revenue is pledged to this project. Instead, the project uses only the new
taxes generated once development is complete. This approach allows the
City to preserve other revenue for core services and infrastructure needs
elsewhere.
Key metrics include approximately 400 full-time employees (or equivalent)
occupying about 202,000 square feet across the renovated existing building
and the new construction. The total investment is $154 million, with an
estimated direct economic impact of more than $750 million over 10 years.
Approximately 35% of the space will be occupied by university faculty and
staff, and 90% of construction labor will be sourced locally.
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The only additional commitment from the City and State relates to
stormwater management. Much of downtown west of the river uses a
combined sewer system, where stormwater and wastewater share the same
pipes. Under the City’s EPA-mandated Long Term Control Plan, South Bend
is working to reduce sewer overflows into the St. Joseph River. This is a
long-term effort with costs exceeding $600 million. Because of the
combined sewer system, stormwater management can be challenging in
dense urban areas. While developments are typically required to store
stormwater on site, that can be difficult when buildings cover most of a
parcel. For this project, the developer will store as much stormwater on site
as possible, and the City is already designing a shared stormwater solution
that will connect to an existing outfall. This system would serve multiple
development sites and would involve utility funds already planned for this
purpose.
As of today, February 5, this project is in the second step of the approval
process. The Common Council has completed the first reading of the related
bond ordinance. Today’s actions include a public hearing and a resolution to
adopt the financing documents. If approved, the item will be returned to the
Common Council on February 9, with final approval expected at the
Redevelopment Commission on February 12. The requested bond
authorization is up to $30.8 million. This amount represents a maximum cap.
The final bond amount will be set at closing and will not exceed this
authorization, as final documents and projections are completed.
Tom Sardelli with Ancora stated that we are partnering with the University
of Notre Dame on the development side of this project. I want to express
our sincere appreciation for the City’s support. Quite simply, without the
City’s partnership, this project would be financially challenging to deliver.
We are grateful for the collaboration and for the opportunity to move this
forward as a catalytic project—not only for the Tech and Talent District, but
for downtown as a whole. Thank you for your continued consideration of
the Colfax Corner project.
A question was then raised by Secretary Matousova regarding bond
financing: Since this is a developer-purchased, negotiated bond, how is the
interest rate determined? Additionally, if project revenues do not fully
support debt service, is the City responsible in any way for repayment?
Caleb Bauer responded that the interest rate we have been using is based
on monitoring comparable taxable and tax-exempt issuances as a general
benchmark; however, the final rate will be negotiated. We will finalize the
interest rate as we get closer to closing, but in general it is expected to be
lower than what we would obtain through the public bond market.
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With respect to risk, there is no obligation on the part of the City of South
Bend. If project revenues are not generated at a level sufficient to cover
debt service obligations, that risk rests entirely with the developer. In this
case, because the developer is also the purchaser of the bonds, it is easier
for them to absorb that risk than it would be under a traditional taxpayer-
backed agreement. Importantly, there is no obligation for the City to levy
new taxes or take any other action if revenues do not support the debt
service obligations.
Vice President Morton asked of the approximately 400 jobs being
projected, how many are expected to be affiliated with the university? Mr.
Bauer explained approximately one-third of the projected jobs, roughly 100
to 150 positions, would be affiliated with the university, based on current
estimates. The remaining two-thirds would be associated with other tenants
located within the development. There are active discussions underway
with additional tenants that may be located on the campus. While the
university will defer announcements of any such tenants, both the
university and the development partners, including Colfax Corner ML LLC,
are engaged in ongoing lease negotiations. At this time, those conversations
are active, though no specific tenant announcements have been finalized.
Mr. Sardelli clarified that, beyond Notre Dame’s role as the anchor
institution within the development, we are targeting companies in advanced
industries—such as advanced computing, data analytics, and artificial
intelligence—whose research and development activities complement the
university’s strengths. These represent the key focus areas we are targeting
at a high level, and we are encouraged by the interest the project has
already generated. We are currently engaged in several productive
conversations, and when the appropriate time comes, we will be able to
share more specific information about those prospective partners.
Commissioner White had concerns about how many of these jobs might be
filled by local residents versus individuals relocating from outside the area.
She continues that we have a responsibility to ensure qualified local
candidates have access to these opportunities. Mr. Bauer responded that,
we won’t have a detailed breakdown of where employees will come from
until leases are finalized. That said, the intent is to strike a balance—both
attracting talent from outside the community and ensuring the project
delivers meaningful benefits locally. The development includes community-
facing programming and university-related uses that will relocate to this
site, creating shared benefits for the community, the university, and the city
overall. In addition, the goal is for this to be a catalytic environment by
bringing students, researchers, and employers together in a central location.
While that may attract some out-of-market talent, it is also expected to
support local businesses and encourage additional housing, dining, and
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retail activity, ensuring strong local participation and economic benefits.
Mr. Sardelli added, as we think about our target tenants and bring students,
researchers, and employers together in a central location, the goal is to
create a catalytic environment. This is not only about attracting some talent
from outside the region, but also about supporting local businesses and
encouraging new housing, dining, and retail activity in the core. Overall, the
intent is to draw the community into the project while balancing the
attraction of out-of-market talent with opportunities to leverage and
benefit local residents as well.
President Monterrosa expressed concerns about whether that focus may
limit opportunities for local residents and result primarily in university-
affiliated hires. If this project is supported by community investment, it’s
important that it meaningfully benefits the local community as well.
Mr. Sardelli responded that while some new positions will be in advanced
sectors, the broader goal is to connect university programs, workforce
training, and high-tech employers in a central downtown location to create
jobs, skills, and shared spaces that benefit the entire community. Although
the focus may appear sector-specific, we also anticipate broader community
benefits, including increased housing, dining, and retail activity nearby. We
recognize the need to balance these priorities and are committed to staying
attentive to that as the project moves forward.
Secretary Matousova asked with the university relocating some jobs and
new tenants being added, is the intent for this space to function as an
incubation environment for startups—perhaps commercializing Notre
Dame technologies—or is it more focused on research and
commercialization more broadly? I’m trying to better understand the overall
goal of the project.
Mr. Sardelli explained that portions of the program will focus on
entrepreneurship, linking commercialization with research and innovation.
Some Notre Dame units will support these efforts, along with intentional
engagement of local entrepreneurs. While this represents a limited portion
of the overall presence, it is an intentional part of the program mix.
As a follow-up, will Notre Dame employees working in the development be
included in the income-tax capture referenced in the IDD and Mr. Bauer
stated yes.
B. Public Hearing on Project and Economic Development Revenue Bond
Financing
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A notice was published in the South Bend Tribune on January 23, 2026,
regarding the public hearing to consider the Project and Economic
Development Revenue Bond Financing.
A Public Hearing regarding the Project and Economic Development
Revenue Bond Financing was opened to the public for comments and
considerations. There were no questions or comments. The Public Hearing
was closed.
C. Resolution No. 2026-01
The motion was made by Rafael Morton and seconded by Renata
Matousova.
On the motion for Approving and Authorizing Certain Actions and
Proceedings with Respect to Certain Proposed Taxable Economic
Development Revenue Bonds and Related Matters:
• Cecilia Lopez Monterrosa, President: ABSTAIN
• Rafael Morton, Vice-President: YEA
• Renata Matousova, Secretary: YEA
• Luis Zapata, Commissioner: YEA
• Karen White, Commissioner: YEA
The motion carried with 4 YEAs and 1 Abstain: the Commission approved
Resolution No. 2026-01 for Approving and Authorizing Certain Actions and
Proceedings with Respect to Certain Proposed Taxable Economic
Development Revenue Bonds and Related Matters on February 5, 2026.
5. Adjournment
The Commission adjourned the meeting at 10:55 p.m.
______________________________ ______________________________
Cecilia Lopez Monterrosa, President Renata Matousova, Secretary
REPORT OF THE SOUTH BEND ECONOMIC
DEVELOPMENT COMMISSION CONCERNING THE
PROPOSED FINANCING OF ECONOMIC
DEVELOPMENT FACILITIES FOR BEACON
APARTMENTS PRESERVATION LLC (BEACON
HEIGHTS PROJECT)
The South Bend Economic Development Commission (the “Commission”) proposes to
recommend to the Common Council of the City of South Bend, Indiana (the “City”), that it make
a direct loan to Beacon Apartments Preservation LLC, an Indiana limited liability company (the
“Applicant”) for the financing of certain economic development facilities in the City.
In connection therewith, the Commission hereby reports as follows:
A. The proposed economic development facilities consist of the construction,
renovation and/or rehabilitation, as the case may be, of the project listed in Exhibit A hereto
(the “Project”).
B. The Commission estimates that no public works or services, including
public ways, schools, water, sewer, street lights and fire protection, will be made necessary
or desirable by the Project, because any such works or services already exist or will be
provided by the Project itself or by Applicant or other parties.
C. The Commission estimates that the total cost of financing the Project for
which funding is not otherwise available will not exceed $1,250,000.
D. Based on information supplied by the Applicant, the Commission estimates
that the Project will create approximately 65-70 temporary construction jobs with an
estimated average hourly wage of not less than $25.00 per hour.
E. The Commission finds that the Project will not have a material adverse
competitive effect on similar facilities already constructed or operating in the City.
Adopted this 18th day of June, 2026.
___________________________________
President, South Bend
Economic Development Commission
Attest:
_____________________________
Secretary, South Bend
Economic Development Commission
EXHIBIT A
DESCRIPTION OF THE PROJECT
The construction, renovation and/or rehabilitation, as the case may be, of certain economic
development facilities within the City which will consist of up to one hundred seventy-four (174)
affordable housing units in the existing Beacon Heights development in the River West
Development Area in the City, with an approximate total redevelopment cost of Forty-Seven
Million Dollars ($47,000,000) including a private investment of no less than Forty-Seven Million
Dollars ($47,000,000) to be expended by the Applicant, on certain parcels of real property which
are located in or physically connected to, and will directly serve and benefit, the River West
Development Area and the River West Development Area Allocation Area.
DMS 53075197v1
FUNDING AND REIMBURSEMENT AGREEMENT
between
CITY OF SOUTH BEND, INDIANA
and
CITY OF SOUTH BEND, INDIANA, REDEVELOPMENT DISTRICT
Re:
CITY OF SOUTH BEND, INDIANA
(BEACON HEIGHTS PROJECT)
Dated as of July 1, 2026
FUNDING AND REIMBURSEMENT AGREEMENT
This FUNDING AND REIMBURSEMENT AGREEMENT, is made and entered into as
of July 1, 2026 (the “Agreement”) by and between the CITY OF SOUTH BEND, INDIANA (the
“City”), a municipal corporation duly organized and validly existing under the laws of the State of
Indiana (the “State”), and the SOUTH BEND REDEVELOPMENT COMMISSION (the
“Redevelopment Commission”), as governing body of the CITY OF SOUTH BEND
REDEVELOPMENT DISTRICT, a special taxing district duly organized and validly existing
under the laws of the State of Indiana (the “District”).
WHEREAS, Indiana Code 36-7-11.9 and 36-7-12, as supplemented and amended
(collectively, the “Act”), authorizes and empowers the City to make direct loans to users or
developers (each as defined under the Act) for the cost of acquisition, construction, or installation
of economic development facilities, with such loans to be secured by the pledge of one or more
taxable or tax-exempt debt obligations of the users or developers, for diversification of economic
development and promotion of job opportunities in or near such City and vests the City with
powers that may be necessary to enable it to accomplish such purposes; and
WHEREAS, the City, upon finding that the Project (as hereinafter defined) and the
proposed financing of the construction thereof will create additional employment opportunities in
the City; will benefit the health, safety, morals, and general welfare of the citizens of the City and
the State; and will comply with the purposes and provisions of the Act, adopted an ordinance
approving a loan to Beacon Apartments Preservation LLC, an Indiana limited liability company
(the “Borrower”); and
WHEREAS, the City intends to make a direct loan to the Borrower, pursuant to the
provisions of the Act, this Agreement, and the Financing and Loan Agreement, dated as of July 1,
2026, between the City and the Borrower (the “Loan Agreement”), all for the purpose of financing
a portion of the Project; and
WHEREAS, pursuant to Indiana Code 36-7-14-39(b)(4), the Redevelopment Commission
may use certain incremental property taxes to reimburse the City for expenditures (including loans)
made for local public improvements (which include buildings and all expenses reasonably incurred
in connection with the acquisition and redevelopment of property) that are physically located in or
physically connected to the Allocation Area (as defined herein); and
WHEREAS, pursuant to Resolution No. 3672, adopted by the Redevelopment Commission
on June 11, 2026, a copy of which is attached hereto as Exhibit A (the “Authorizing Resolution”),
the Commission has authorized the use of Tax Increment Revenues (as defined herein), in the total
amount of not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) from
moneys then currently on deposit in the Allocation Fund (as defined herein), in order to reimburse
the City for expenditures made, or to be made, to finance a portion of the Project costs.
NOW THEREFORE, in consideration of the premises, the covenants and agreements
hereinafter contained, and for other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City and the District hereby agree and covenant.
(End of Recitals)
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ARTICLE I.
DEFINITIONS AND EXHIBITS
Section 1.1. Terms Defined. As used in this Agreement, the following terms shall have
the following meanings unless the context clearly otherwise requires:
“Act” means, collectively, Indiana Code 36-7-11.9, Indiana Code 36-7-12, Indiana Code
36-7-14, and Indiana Code 36-7-25, each as amended.
“Allocation Area” means the River West Development Area Allocation Area previously
established by the Redevelopment Commission within the River West Development Area in
accordance with Indiana Code 36-7-14-39 for the purposes of capturing incremental ad valorem
real property taxes levied and collected on all taxable property in such allocation area.
“Allocation Fund” means the River West Development Area Allocation Area Allocation
Fund established under Indiana Code 36-7-14 for the Tax Increment Revenues collected in the
Allocation Area.
“Authorizing Resolution” shall have the meaning set forth in the recitals hereof.
“Borrower” means Beacon Apartments Preservation LLC, an Indiana limited liability
company, duly organized and validly existing under the laws of the State of Indiana and qualified
to do business in the State of Indiana, or any successors thereto.
“City” means the City of South Bend, Indiana, a municipal corporation duly organized and
validly existing under the laws of the State.
“Costs of Construction” means the costs of providing for an “economic development
facility” as defined and set forth in the Act, including any legal, accounting, management, program
or consulting fees and expenses of the Borrower, the City or the District, and any other costs
permitted under the Act related thereto.
“Development Agreement” means the Development Agreement, dated as of July 1, 2026,
by and between the Borrower, the City and the Redevelopment Commission.
“District” means the Redevelopment District of the City.
“Loan” means the loan from the City to the Borrower in the original aggregate principal
amount of not to exceed $1,250,000, which will be made under the terms of the Loan Agreement,
the proceeds of which will be used by the Borrower to pay a portion of the Costs of Construction
for the Project.
“Loan Agreement” means the Financing and Loan Agreement, dated as of July 1, 2026,
between the City and the Borrower.
“Project” means the construction, renovation and/or rehabilitation of up to one hundred
seventy-four (174) affordable housing rental units in the existing Beacon Heights development in
the River West Development Area in the City, with an approximate total redevelopment cost of
Forty-Seven Million Dollars ($47,000,000) including a private investment of no less than Forty-
Seven Million Dollars ($47,000,000) to be expended by the Borrower.
3
“Project Fund” means the Project Fund established and held by the City or by a financial
institution or custodian selected by the City for such purpose, as the case may be, for purposes of
paying Costs of Construction of the Project.
“Redevelopment Commission” means the South Bend Redevelopment Commission,
governing body of the District.
“River West Development Area” means the economic development area within the District
previously established by the Redevelopment Commission in accordance with Indiana Code 36-
7-14.
“State” means the State of Indiana.
“Tax Increment Revenues” means the property tax proceeds received by the
Redevelopment Commission which are derived from the assessed valuation of real property in the
Allocation Area in excess of the assessed valuation described in Indiana Code 36-7-14-39(b)(1)
and Indiana Code 36-7-14-39(b)(2), as such statutory provision exists on the date of execution of
this Agreement.
Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a
part of this Agreement.
Exhibit A. Copy of Authorizing Resolution.
(End of Article I)
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ARTICLE II.
REPRESENTATIONS; LOAN TO BORROWER
Section 2.1. Representations by City. The City represents and warrants that:
(a) The City is a municipal corporation organized and existing under the laws of the
State of Indiana. Under the provisions of the Act, the City is authorized to enter into the
transactions contemplated by this Agreement and to carry out its obligations hereunder. City has
been duly authorized to execute and deliver this Agreement. City agrees that it will do or cause to
be done all things within its control and necessary to preserve and keep in full force and effect its
existence.
(b) Concurrently with the execution and delivery of the Loan Agreement and this
Agreement, the City agrees to make the Loan to the Borrower (upon the District making funds
available to simultaneously reimburse the City for such purpose in accordance with the terms of
this Agreement) for the purpose of financing a portion of the Costs of Construction for the Project,
in order to create additional employment opportunities in the City and to benefit the health, safety,
morals and general welfare of the citizens of the City and the State.
Section 2.2. Representations by Redevelopment District. The Redevelopment
Commission, governing body for the District, represents and warrants that:
(a) The Redevelopment Commission is the governing body of the District, which is a
special taxing district organized and existing under the laws of the State of Indiana. Under the
provisions of the Act, the Redevelopment Commission is authorized to enter into the transactions
contemplated by this Agreement and to carry out its obligations hereunder. The Redevelopment
Commission has been duly authorized to execute and deliver this Agreement. The Redevelopment
Commission agrees that it will do or cause to be done all things within its control and necessary to
preserve and keep in full force and effect its existence.
(b) In order to simultaneously reimburse the City for its costs incurred, or to be
incurred, in providing the Loan pursuant to Section 2.3 of the Loan Agreement to finance a portion
of the Costs of Construction for the Project, the Redevelopment Commission agrees that it will
consider appropriations from the Tax Increment Revenues then currently on deposit in the
Allocation Fund for the purpose of paying to, or upon the order of, the City for depositing into the
Project Fund, with the sum of such appropriations not to exceed an aggregate principal amount
equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000).
(c) The Redevelopment Commission acknowledges and agrees that the Loan being
made by the City to the Borrower is subject to forgiveness in the sole discretion of the City and
upon the Borrower’s satisfaction of certain conditions set forth in Section 4.3 of the Loan
Agreement.
(End of Article II)
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ARTICLE III.
MISCELLANEOUS PROVISIONS
Section 3.1. Supplements and Amendments to this Agreement. The Borrower, the City
and the District may from time to time, upon the written agreement of all parties hereto, enter into
such supplements and amendments to this Agreement as to them may seem necessary or desirable
to effectuate the purposes or intent hereof, which consent and agreement to such supplement or
amendment hereto may be withheld in the sole discretion of any party.
Section 3.2. Agreement for Benefit of Parties Hereto. Nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon, or to give to, any person other
than the parties hereto, and their successors and assigns, any right, remedy or claim under or by
reason of this Agreement or any covenant, condition or stipulation hereof; and the covenants,
stipulations and agreements in this Agreement contained are and shall be for the sole and exclusive
benefit of the parties hereto, and their successors and assigns.
Section 3.3. Severability. In case any one or more of the provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby.
Section 3.4. Counterparts. This Agreement is being executed in any number of
counterparts, each of which is an original and all of which are identical. Each counterpart of this
Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but
one instrument.
Section 3.5. Governing Law. It is the intention of the parties hereto that this Agreement
and the rights and obligations of the parties hereunder shall be governed by and construed and
enforced in accordance with, the laws of the State of Indiana.
(End of Article III)
IN WITNESS WHEREOF, the City and the Redevelopment Commission, acting for and
on behalf of the District, have caused this Agreement to be executed in their respective names, and
the City and the Redevelopment Commission, acting for and on behalf of the District, have caused
their corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of
the date first above written.
(SEAL)
CITY OF SOUTH BEND, INDIANA
By:
Mayor
Attest:
Clerk
CITY OF SOUTH BEND
REDEVELOPMENT DISTRICT, acting by
and through the SOUTH BEND
REDEVELOPMENT COMMISSION
President
Attest:
Secretary
Signature Page to the Funding and Reimbursement Agreement, dated as of July 1, 2026, between
the City of South Bend, Indiana and
the City of South Bend, Indiana, Redevelopment District
DMS 52744203.2 A-1
EXHIBIT A
Copy of Authorizing Resolution
FINANCING AND LOAN AGREEMENT
between
CITY OF SOUTH BEND, INDIANA
and
BEACON APARTMENTS PRESERVATION LLC
Re:
CITY OF SOUTH BEND, INDIANA
(BEACON HEIGHTS PROJECT)
Dated as of July 1, 2026
FINANCING AND LOAN AGREEMENT
THIS FINANCING AND LOAN AGREEMENT made and entered into as of July 1, 2026,
by and between the City of South Bend, Indiana, a municipal corporation and political subdivision
existing under the laws of the State of Indiana (the “City”), and Beacon Apartments Preservation
LLC, an Indiana limited liability company (the “Borrower”), under the following circumstances
summarized in the following recitals (the capitalized terms not defined in the recitals are as defined
in Article I hereof):
A. Indiana Code, Title 36, Article 7, Chapters 11.9 and 12, each as supplemented and
amended (collectively, the “Act”), authorizes and empowers the City to make loans to provide
funding for economic development projects and facilities and vests the City with powers that may
be necessary to enable it to accomplish such purposes.
B. The Borrower has requested a certain economic development incentive from the
City in the form of a loan to the Borrower in the amount not to exceed One Million Two Hundred
Fifty Thousand Dollars ($1,250,000) (the “Loan”), to finance a portion of the construction,
renovation and/or rehabilitation of economic development projects and facilities within the
meaning of the Act, consisting of the construction, renovation and/or rehabilitation of up to one
hundred seventy-four (174) affordable housing rental units in the existing Beacon Heights
development in the River West Development Area in the City, with an approximate total
redevelopment cost of Forty-Seven Million Dollars ($47,000,000.00) including a private
investment of no less than Forty-Seven Million Dollars ($47,000,000.00) to be expended by the
Borrower (collectively, the “Project”).
C. The City believes that developing the Project as described herein is in the best
interests of the health, safety and welfare of the City and its residents and complies with the public
purposes and provisions of the Act, and based upon the information presented to the City by the
Borrower, the City has determined that the Project constitutes an economic development project
and an economic development facility as defined by applicable law.
D. The City desires to facilitate the development of the Project by making the Loan to
the Borrower from available funds of the City and the Redevelopment Commission (as hereinafter
defined) to finance a portion of the Project.
E. This Loan Agreement provides for the repayment by the Borrower of the Loan and
further provides for the Borrower’s repayment obligation to be evidenced by the promissory note
in substantially the form attached as Exhibit A hereto (the “Note”), unless the Loan is forgiven
upon satisfaction of the conditions set forth in Section 4.3 hereof.
F. The parties hereto agree that it is of mutual benefit for the parties hereto to enter
into this Agreement relating to the Project and the Loan that will include the commitments of each
of the parties.
G. The South Bend Redevelopment Commission, for and on behalf of the City of
South Bend, Department of Redevelopment, and the Borrower have entered into a Development
2
Agreement dated as of the date hereof (the “Development Agreement”) pursuant to which the
parties agreed to their respective commitments with respect to the development of the Project.
NOW, THEREFORE, in consideration of the premises and the mutual representations and
agreements hereinafter contained, the City and the Borrower agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.1. Use of Defined Terms. In addition to the words and terms defined
elsewhere in this Agreement or by reference to another document, the words and terms set forth in
Section 1.2 hereof shall have the meanings set forth therein unless the context or use clearly
indicates another meaning or intent. Such definitions shall be equally applicable to both the
singular and plural forms of any of the words and terms defined therein.
Section 1.2. Definitions. As used herein:
“Act” means, collectively, Indiana Code 36-7-11.9 and 36-7-12, as enacted and amended.
“Agreement” means this Financing and Loan Agreement as amended or supplemented
from time to time.
“Bond Regulatory Agreement” means that certain Regulatory Agreement or similar
agreement to be executed by the Borrower, as the same may be amended, restated, supplemented
or otherwise modified from time to time, relating to the tax-exempt bonds to be issued to finance
the Project and imposing certain income and rent restrictions on the Project pursuant to Section
142(d) of the Internal Revenue Code of 1986, as amended.
“Borrower” means Beacon Apartments Preservation LLC, an Indiana limited liability
company, and its lawful successors and assigns to the extent permitted by this Agreement and the
Development Agreement.
“Business Day” means any day other than a Saturday, Sunday, or a day on which banks in
the State of Indiana or the Federal Reserve Bank of Chicago are authorized or required by law or
executive order to be closed.
“City” means the City of South Bend, Indiana, a municipal corporation and political
subdivision existing under the laws of the State of Indiana.
“Closing Date” mean July __, 2026.
“Common Council” means the Common Council of the City.
“Completion Date” means the date of completion of the Project evidenced in accordance
with the requirements of Section 3.2 hereof.
“Designated Representative” means Jeffrey Moelis, Adam Hellegers, Eben Ellerston
and/or Carrie Van Syckel or the person at the time designated to act on behalf of the Borrower by
3
written certificate furnished to the City and signed on behalf of the Borrower by a duly authorized
officer. That certificate may designate an alternate or alternates. In the event that all persons so
designated become unavailable or unable to act and the Borrower fails to designate a replacement
within 10 days after such unavailability or inability to act, the City may appoint an interim
Designated Representative until such time as the Borrower designates that person.
“Development Agreement” means the Development Agreement, dated as of the date
hereof, by and between the Borrower and the City of South Bend, Department of Redevelopment,
acting by and through its governing body, the Redevelopment Commission.
“Event of Default” means any of the events described as an Event of Default in Section 6.1
hereof.
“Land Use Restriction Agreement” means that certain Land Use Restriction Agreement or
similar agreement to be executed by the Borrower, as the same may be amended, restated,
supplemented or otherwise modified from time to time, imposing certain income and rent
restrictions on the Project pursuant to Section 42 of the Internal Revenue Code of 1986, as
amended.
“Loan” means the loan by the City to the Borrower pursuant to the terms of this Agreement.
“Mandatory Project Completion Date” means December 31, 2029, or as agreed to by the
Borrower or the Redevelopment Commission pursuant to Section 3.3 of the Development
Agreement, subject to the Unavoidable Delay provisions of Section 7.12 of this Agreement and
Force Majeure provisions of Section 6.2 of the Development Agreement.
“Maturity Date” means December 31, 2056.
“Note” means the Borrower’s promissory note in the form attached as Exhibit A hereto,
which shall be unsecured.
“Notice Address” means:
As to the City: City of South Bend Department of Community
Investment
215 S. Dr. Martin Luther King, Jr. Blvd., Suite 500
South Bend, IN 46601
Attention: Executive Director
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
As to the Borrower:
Beacon Apartments Preservation LLC
4
2 Park Avenue, 23rd Floor
New York, New York 10016
Attention: Jeffrey Moelis and Adam Hellegers, Esq.
Email: jmoelis@lmdp.com and
ahellegers@lmdp.com
With a copy to: Cohen Liuzzo PLLC
88 Pine Street, Suite 1430
New York, New York 10005
Attention: Anthony Bargnesi, Esq. and Eleor
Cohen, Esq.
Email: abargnesi@cohenliuzzo.com and
ecohen@cohenliuzzo.com
As to Investor Member : Cinnaire Fund for Housing Limited Partnership 45
c/o Cinnaire 45, LLC
1118 South Washington
Lansing, Michigan48910
With a copy to Kutak Rock LLP
1650 Farnam Street
Omaha, NE 68102
Attn: Asher R. Ball
or such additional or different address, notice of which is given under Section 7.2 hereof.
“Ordinance” means Ordinance No. 36-27 of the Common Council of the City adopted on
June 22, 2026, authorizing the Loan and the execution and delivery of this Agreement.
“Person” or words importing persons mean firms, associations, partnerships (including
without limitation, general and limited partnerships), limited liability companies, joint ventures,
societies, estates, trusts, corporations, public or governmental bodies, other legal entities and
natural persons.
“Project” has the meaning set forth in Recital B hereof.
“Redevelopment Commission” means the South Bend Redevelopment Commission.
“State” means the State of Indiana.
Section 1.3. Interpretation. Any reference herein to the City, to the Common Council,
to the Redevelopment Commission, or to any member or officer of the City includes entities or
officials succeeding to their respective functions, duties or responsibilities pursuant to or by
operation of law or lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State or the Act, or to a
section, provision or chapter of the Indiana Code or to any statute of the United States of America,
5
includes that section, provision or chapter or statute as amended, modified, revised, supplemented
or superseded from time to time; provided, that no amendment, modification, revision, supplement
or superseding section, provision or chapter or statute shall be applicable solely by reason of this
provision, if it constitutes in any way an impairment of the rights or obligations of the City or the
Borrower under this Agreement.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder” and
similar terms refer to this Agreement; and the term “hereafter” means after, and the term
“heretofore” means before, the date of the Loan. Words of any gender include the correlative
words of the other genders, unless the sense indicates otherwise.
The Form of Promissory Note, attached hereto as Exhibit A, is by reference made a part
hereof.
Section 1.4. Captions and Headings. The captions and headings in this Agreement are
solely for convenience of reference and in no way define, limit or describe the scope or intent of
any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.
ARTICLE II.
REPRESENTATIONS; LOAN TO THE BORROWER
Section 2.1. Representations of the City. The City represents and warrants that:
(a) The City is a municipal corporation organized and existing under the laws of the
State. Under the provisions of the Act, the City is authorized to enter into the transactions
contemplated by this Agreement and to carry out its obligations hereunder. The City has been
duly authorized to execute and deliver this Agreement.
(b) The City agrees to make the Loan to the Borrower in the amount of not to exceed
$1,250,000 pursuant to the terms and conditions hereof and the Development Agreement for the
costs associated with the acquisition, construction, reconstruction and/or rehabilitation of the
Project to create additional employment opportunities in the City and to benefit the health, safety,
morals and general welfare of the citizens of City and the State.
Section 2.2. Representations and Covenants of the Borrower. The Borrower represents
and warrants, as of the date hereof, that:
(a) It is an Indiana limited liability company duly organized and validly existing under
the laws of the State and authorized to do business in the State, is not in violation of any laws in
any manner material to its ability to perform its obligations under this Agreement and the Note,
has full power to enter into and perform its obligations under this Agreement and the Note, and by
proper action has duly authorized the execution and delivery of this Agreement and the issuance
of the Note.
6
(b) All of the proceeds from the Loan provided hereunder (including any income
earned on the investment of such proceeds) will be used for costs of acquiring, constructing,
reconstructing and/or rehabilitating the Project.
(c) The provision of financial assistance to be made available to it under this
Agreement from the proceeds of the Loan and the commitments therefor made by the City have
induced the Borrower to undertake the Project and such Project will create additional jobs and
employment opportunities within the boundaries of the City and result in the private investment
of the Project of approximately Forty-Seven Million Dollars ($47,000,000).
(d) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby including execution and delivery of the Note, nor the fulfillment
of or compliance with the terms and conditions of this Agreement, conflicts with or results in a
breach of the terms, conditions or provisions of the Borrower’s Articles of Organization or any
restriction or any agreement or instrument to which the Borrower is now a party or by which it is
bound or to which any of its property or assets is subject or of any statute, order, rule or regulation
of any court or governmental agency or body having jurisdiction over the Borrower or its property
that will have a material and adverse effect on the Borrower, City or the Project, or constitutes a
default under any of the foregoing that will have a material and adverse effect on the Borrower,
City or the Project, or results in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets of the Borrower under the terms of any instrument
or agreement, except as set forth in this Agreement or in such manner as will not materially and
adversely impair the ability of the Borrower to perform its obligations hereunder.
(e) The execution, delivery and performance by the Borrower of this Agreement and
the Note do not require the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action in respect of, any federal, state or other governmental authority or
agency, not previously obtained or performed.
(f) This Agreement and the Note have been duly executed and delivered by the
Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable
against the Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in
general. The enforceability of the Borrower’s obligations under said documents is subject to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).
(g) The Borrower shall use commercially reasonable efforts to complete the
rehabilitation of the Project by not later than the Mandatory Project Completion Date, subject to
the Unavoidable Delay provisions of Section 7.12 of this Agreement and the Force Majeure
provisions of Section 6.2 of the Development Agreement. The Borrower shall apply all of the
proceeds of the Loan toward the costs of the Project and shall finance all remaining costs of the
Project from other available funds of the Borrower, including, but not limited to, construction
financing.
(h) No portion of the proceeds of the Loan will be used to provide any private or
commercial golf course, country club, massage parlor, tennis club, skating facility (including roller
7
skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball
court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box,
health club facility, facility primarily used for gambling or store, the principal business of which
is the sale of alcoholic beverages for off premises consumption.
(i) No litigation at law or in equity nor any proceeding before any governmental
agency or other tribunal involving the Borrower is pending or, to the actual knowledge of the
Borrower threatened, in which any liability of the Borrower is not adequately covered by insurance
and in which any judgment or order would have a material and adverse effect upon the business
or assets of the Borrower or would materially and adversely affect the Project, the validity of this
Agreement or the performance of the Borrower’s obligations thereunder or the transactions
contemplated hereby.
(j) No event has occurred and is continuing which with the lapse of time or the giving
of notice would constitute an event of default under this Agreement or the Note.
Section 2.3. Loan . The City will fund the Loan in full on the Closing Date, provided
that the Borrower provides the City with at least ten (10) Business Days advance notice of said
Closing Date, utilizing tax increment revenues then currently on deposit in the allocation fund for
the River West Allocation Area of the River West Development Area available to the Borrower as
provided herein (it being understood the total amount of the Loan shall not exceed $1,250,000).
The Borrower acknowledges and agrees that such tax increment revenues are subject to
appropriations thereof by the Redevelopment Commission. Such Loan is being evidenced by the
execution and delivery by the Borrower of the Note substantially in the form attached hereto as
Exhibit A. Within ninety (90) days after the Closing Date, and every ninety (90) days thereafter
until all Project costs paid from the Loan have been reported, the Borrower shall submit to the
City’s Department of Community Investment (the “Department”) a report detailing: (a) the costs
of the Project paid from the Loan; (b) a summary of vendors and amounts paid to each; and (c)
copies of paid invoices.
ARTICLE III.
COMPLETION OF THE PROJECT
Section 3.1. Acquisition, Construction, Reconstruction, Rehabilitation, Equipping and
Improving of Project. It is understood that improvements made for the Project are that of the
Borrower and any contracts made by the Borrower with respect thereto shall acquire, construct,
reconstruct and/or rehabilitate the Project. The Borrower shall use commercially reasonable efforts
to construct, reconstruct and/or rehabilitate the Project with all reasonable dispatch and to complete
the Project by no later than the Mandatory Project Completion Date, and shall pay when due all
fees, costs and expenses incurred in connection with that acquisition, construction, reconstruction
and/or rehabilitation from funds made available therefor. It is further understood that any contracts
made by the Borrower with respect to the Project, whether construction contracts or otherwise, or
any work to be done by the Borrower on the Project are made or done by the Borrower on its own
behalf and not as agent or contractor for the City.
Section 3.2. Completion Date. The Borrower shall notify the City of the Completion
Date for the Project by a certificate signed by the Designated Representative stating:
8
(a) the date on which the Project is substantially completed, which shall be evidenced
by the issuance of a temporary or permanent certificate of occupancy by the City (or its local
equivalence), if the City provides such certificates of occupancy,
(b) that all other facilities necessary in connection with the Project have been acquired,
constructed, reconstructed, rehabilitated, equipped and improved, and
(c) that to the date hereof, the acquisition, construction, reconstruction, rehabilitation,
equipping and improvement of the Project and those other facilities have been accomplished in
such a manner as to conform in all material respects with all applicable zoning, planning, building,
environmental and other similar governmental regulations.
The certificate shall be delivered as promptly as practicable after the occurrence of the
events and conditions referred to in subsections (a) through (c) of this Section (the date of delivery
of such certificate being, the “Completion Date”). The Project must be completed prior to the
Mandatory Project Completion Date.
ARTICLE IV.
LOAN BY CITY; FORGIVENESS OF THE LOAN
Section 4.1. Loan. The City hereby makes the Loan to the Borrower. Subject to the
terms and conditions hereof, the Loan shall bear no interest and shall be evidenced by the Note.
The Loan shall be non-recourse against the Borrower and the Project.
Section 4.2. Payment of Principal, Premium and Interest. (a) Subject at all times to
Section 4.3 hereof, the Borrower will duly and punctually pay the principal of, premium, if any,
and interest on the Note at the rates, at the times and the places and in the manner mentioned in
the Note and this Agreement according to the true intent and meaning thereof and hereof, until the
principal of, premium, if any, and interest on the Note shall have been fully paid.
(b) Subject at all times to Section 4.3 hereof, the Borrower also agrees to pay (i) all
reasonable out of pocket expenses incurred in connection with the enforcement of any rights under
this Agreement; and (ii) all other payments of whatever nature which the Borrower has agreed to
pay or assume under the provisions of this Agreement; provided, however, that the Borrower may,
without creating a default under this Agreement, contest in good faith the necessity for any such
services and expenses and the reasonableness of any such fees, charges or expenses.
(c) Subject at all times to Section 4.3 hereof, except as provided herein, the Borrower
covenants and agrees with and for the express benefit of the City that all payments pursuant hereto
and to the Note shall be made by the Borrower on or before the date the same become due, and the
Borrower shall perform (in all material respects) all of its other obligations, covenants and
agreements hereunder, without notice or demand (except as provided herein), and without
abatement, deduction, reduction, diminution, waiver, abrogation, set-off, counterclaim,
recoupment, defense or other modification (except for defenses and counter claims brought in good
faith and excepting the defense of full payment and/or performance) or any right of termination or
cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising,
and notwithstanding any damage to, or loss, theft or destruction of, the Project or any part thereof,
9
expiration of this Agreement, any failure of consideration or frustration of purpose, or whether
with or without the approval of the City, any change in the tax or other laws of the United States
of America, the State of Indiana, or any political subdivision of either thereof, any change in the
City’s legal organization or status, and regardless of the invalidity of any portion of this
Agreement; and to the extent permitted by applicable law, the Borrower hereby waives the
provisions of any statute or other law now or hereafter in effect impairing or conflicting with any
of its obligations, covenants or agreements under this Agreement or which releases or purports to
release the Borrower therefrom. Nothing in this Agreement shall be construed as a waiver by the
Borrower of any rights or claims the Borrower may have against the City under this Agreement or
otherwise, but any recovery upon such rights and claims shall be had from the City separately, it
being the intent of this Agreement that the Borrower shall be unconditionally and absolutely
obligated without right of set-off or abatement, to perform fully all of its obligations, agreements
and covenants under this Agreement in all material respects for the benefit of the City.
(d) Subject at all times to Section 4.3 hereof, the obligations of the Borrower to make
the required payments and to perform and observe the other agreements on its part shall be absolute
and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim
it might otherwise have against the City (except for defenses and counter claims brought in good
faith and excepting the defense of full payment and/or performance), and the Borrower shall pay
absolutely during the term of this Agreement the payments to be made on account of the Loan and
all other payments required thereunder free of any deductions and without abatement, diminution
or set-off; and the Borrower: (i) will not suspend or discontinue any payments of the Loan; (ii)
will perform and observe all of its other agreements contained in this Agreement; and (iii) will not
terminate this Agreement for any cause, including, without limiting the generality of the foregoing,
failure of the Borrower to complete the Project, the occurrence of any acts or circumstances that
may constitute failure of consideration, commercial frustration of purpose, any change in the tax
laws of the United States of America or of the State of Indiana or any political subdivision of either
thereof, liability or obligation arising out of or connected with this Agreement.
(e) Subject to receipt by the Borrower of sufficient insurance and/or condemnation
proceeds, the Borrower shall be obligated to continue to pay all amounts specified herein and in
the Note regardless of whether any portion of the Project is damaged, destroyed, or taken by
condemnation, and there shall be no abatement of any such payments or other charges by reason
of any such damage, destruction, or taking.
Section 4.3. Forgiveness. Notwithstanding anything herein to the contrary, but subject
to the Unavoidable Delay provisions of Section 7.12 of this Agreement, the principal of the Loan
may be forgiven, in the sole discretion of the City, following the expiration of the Qualified Project
Period (as defined in the Land Use Restriction Agreement); provided that, as a condition of any
such forgiveness, the Borrower shall be in compliance with all of its obligations under the Land
Use Restriction Agreement, the Bond Regulatory Agreement and the Development Agreement at
the time of forgiveness. In the event the Loan is forgiven by the City, in its sole discretion, pursuant
to this Section 4.3, it is hereby acknowledged that the consideration for the Loan is the completion
of the construction, reconstruction and/or rehabilitation of the Project by the Borrower and the
resulting economic benefits to the City. In the event that the Borrower abandons the Project or
otherwise fails to proceed to substantially complete the Project by the Mandatory Project
10
Completion Date as required by this Agreement and the Development Agreement subject to the
Unavoidable Delay provisions of Section 7.12 hereof and the Force Majeure provisions of Section
6.2 of the Development Agreement, the repayment of any outstanding amount of the Loan (the
“Outstanding Amount”) will be on a date not later than thirty (30) days from the date when the
Department, on behalf of the City, provides written notice to the Borrower that, in its sole
discretion, it has determined that the Borrower has abandoned or failed to proceed with the Project
as required by this Agreement and the Development Agreement (the date of such written notice
being the “Trigger Date”) subject in all respects to the rights of Borrower’s senior lenders. Interest
will begin to accrue on the Outstanding Amount beginning on the Trigger Date at the Prime Rate
plus three percent (3.0%) (where the “Prime Rate” shall mean the Prime Rate as published in The
Wall Street Journal, and which is described as the base rate on corporate loans at large U.S. money
center commercial banks, as such rate may vary from time to time, to be determined as of the
Trigger Date) until the Outstanding Amount is fully paid by the Borrower. In the event The Wall
Street Journal ceases to publish a Prime Rate, the City shall use a similar source to determine the
Prime Rate.
ARTICLE V.
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1. Indemnification. The Borrower releases the City (including, but not limited
to, members of the Common Council, the Economic Development Commission, and the
Redevelopment Commission, and their respective attorneys, agents and employees) from, agrees
that the City (including, but not limited to, members of the Common Council, the Economic
Development Commission, and the Redevelopment Commission, and their respective attorneys,
agents and employees) shall not be liable for, and indemnifies the City against, all actual, out of
pocket liabilities, claims, costs and expenses, including reasonable attorneys’ fees and expenses,
imposed upon, incurred or asserted against the Common Council, Economic Development
Commission or the Redevelopment Commission, on account of: (a) any loss or damage to property
or injury to or death of or loss by any person that may be occasioned by any cause whatsoever
pertaining to the construction, maintenance, operation and use of the Project; and (b) any claim,
action or proceeding brought with respect to the matters set forth in (a) above.
In case any action or proceeding is brought against the City in respect of which indemnity
may be sought hereunder, the City promptly shall give notice of that action or proceeding to the
Borrower, and the Borrower upon receipt of that notice shall have the obligation and the right to
assume the defense of the action or proceeding; provided, that failure of the City to give that notice
shall not relieve the Borrower from any of its obligations under this Section unless that failure
prejudices the defense of the action or proceeding by the Borrower. At its own expense, the City
may employ separate counsel and participate in the defense. The Borrower shall not be liable for
any settlement made without its consent.
The indemnification set forth above is intended to and shall include the indemnification of
all affected officials, directors, officers and employees of the City, the Common Council, the
Economic Development Commission and the Redevelopment Commission. That indemnification
is intended to and shall be enforceable by the City to the full extent permitted by law.
Notwithstanding anything herein, no indemnity shall be required hereunder for damages that result
from the negligence, gross negligence, fraud or willful misconduct on the part of any of the parties
11
subject to indemnification hereby, nor shall the Borrower have any liability hereunder with respect
to any claims or liability that arises from actions that first occur after the Borrower is no longer in
possession of the Project.
ARTICLE VI.
EVENTS OF DEFAULT AND REMEDIES
Section 6.1. Events of Default. Each of the following shall be an Event of Default: The
Borrower shall fail to observe and perform in all material respects any agreement, term or condition
contained in this Agreement or the Development Agreement, and the continuation of such failure
for a period of thirty (30) days after notice thereof shall have been given to the Borrower by the
City and received by it, or for such longer period as the City may agree to in writing; provided,
that if the failure is of such nature that it can be corrected but not within the applicable period, that
failure shall not constitute an Event of Default so long as the Borrower institutes curative action
within the applicable period and diligently pursues that action to completion.
The declaration of an Event of Default, and the exercise of remedies upon any such
declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or
precluding that declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization proceedings, and shall be subject in all respects to the
rights of Borrower’s senior lenders.
To the extent permitted by applicable law, the Borrower hereby unconditionally waives
diligence, presentment, protest, notice of dishonor, and notice of default of the payment of any
amount at any time payable to the City under or in connection with the Loan except as required
herein, including, but not limited to the first paragraph of this Section 6.1. All amounts payable
under the Loan and the Note are payable with reasonable attorney fees and costs of collection and
without relief from valuation and appraisement laws.
Section 6.2. Remedies on Default. Whenever an Event of Default shall have happened
and be subsisting past the expiration of any notice and cure period, any one or more of the
following remedial steps may be taken:
(a) The City may have access to, inspect, examine and make copies of the books,
records, accounts and financial data of the Borrower pertaining to the Project; and
(b) The City may pursue all remedies now or hereafter existing at law or in equity, plus
recover all actual expenses including reasonable attorney fees as provided in Section 6.4 or to
enforce the performance and observance of any other obligation or agreement of the Borrower
hereunder.
Notwithstanding the foregoing or any other provision in this Agreement, the City shall not be
obligated to take any step that in its opinion will or might cause it to expend time or money or
otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the
City at no cost or expense to the City.
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Section 6.3. No Remedy Exclusive. No remedy conferred upon or reserved to the City
by this Agreement is intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement, or now or hereafter existing at law, in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair that right or power
or shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the City to exercise any
remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any
notice required by law or for which express provision is made herein.
Section 6.4. Attorneys' Fees and Costs of Collection. If a default by the Borrower or the
City shall occur, the Prevailing Party shall, to the extent permitted by applicable law, be entitled
to recover from the non-prevailing party all reasonable costs, actual expenses and attorneys' fees
(including court costs and other expenses through all appellate levels) that it incurs in connection
therewith. For purposes hereof, the term "Prevailing Party" includes a party who obtains legal
counsel or brings any action against another party by reason of an alleged breach or default and
obtains substantially the relief sought, whether by compromise, settlement or judgment.
Section 6.5. No Waiver. No failure by the City to insist upon the strict performance by
the Borrower of any provision hereof shall constitute a waiver of their right to strict performance
and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy
the failure by the Borrower to observe or comply with any provision hereof. The City may waive
any Event of Default hereunder.
Section 6.6. Notice of Default. The Borrower shall notify the City promptly if it
becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or
event which, with the giving of notice or passage of time or both, would become an Event of
Default.
ARTICLE VII.
MISCELLANEOUS
Section 7.1. Term of Agreement. This Agreement shall be and remain in full force and
effect from the date of Loan until such time as Loan shall have been fully paid or forgiven, pursuant
to the terms hereof except for obligations of the Borrower under Sections 5.1 hereof, which shall
survive any termination of this Agreement.
Section 7.2. Notices. All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when mailed by
registered or certified mail, postage prepaid, and addressed to the appropriate Notice Address. The
Borrower and the City, by notice given hereunder, may designate any further or different addresses
to which subsequent notices, certificates, requests or other communications shall be sent.
Section 7.3. Extent of Covenants of the City; No Personal Liability. All covenants,
obligations and agreements of the City contained in this Agreement shall be effective to the extent
authorized and permitted by applicable law. No such covenant, obligation or agreement shall be
deemed to be a covenant, obligation or agreement of any present or future member, officer, agent
13
or employee of the City or the Common Council in other than his or her official capacity, and
neither the members of the Common Council nor any official of the City shall be subject to any
personal liability or accountability by reason of the covenants, obligations or agreements of the
City contained in this Agreement.
Section 7.4. Binding Effect. This Agreement shall inure to the benefit of and shall be
binding in accordance with its terms upon the City, the Borrower and their respective permitted
successors and assigns. This Agreement may be enforced only by the parties, their assignees and
others who may, by law, stand in their respective places.
Section 7.5. Amendments and Supplements. This Agreement may not be effectively
amended, changed, modified, altered or terminated except as may be evidenced in a writing
executed by the appropriate representatives of the City and the Borrower.
Section 7.6. Execution Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be regarded as an original and all of which shall constitute but
one and the same instrument.
Section 7.7. Severability. If any provision of this Agreement, or any covenant,
obligation or agreement contained herein is determined by a court to be invalid or unenforceable,
that determination shall not affect any other provision, covenant, obligation or agreement, each of
which shall be construed and enforced as if the invalid or unenforceable portion were not contained
herein. That invalidity or unenforceability shall not affect any valid and enforceable application
thereof, and each such provision, covenant, obligation or agreement shall be deemed to be
effective, operative, made, entered into or taken in the manner and to the full extent permitted by
law.
Section 7.8. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is named or referred to, the successors and assigns of such party shall be deemed to be
included and all the covenants, promises and agreements in this Agreement contained by or on
behalf of the Borrower, or by or on behalf of the City, shall bind and inure to the benefit of the
respective successors and assigns, whether so expressed or not. The Borrower may assign its
interest in this Agreement to any affiliate of the Borrower (or any direct or indirect member of the
Borrower) or any third party with the prior approval of the City, which approval shall not be
unreasonably withheld, conditioned or delayed, and the Borrower may further mortgage and assign
all of the Borrower's interest in this Agreement to secure mortgage loans or other indebtedness
incurred by the Borrower with respect to the acquisition, construction, reconstruction,
rehabilitation, equipping and improvement of the Project. The Borrower may not otherwise assign
its interest in this Agreement without obtaining the prior approval of the City, which approval shall
not be unreasonably withheld, conditioned or delayed. Notwithstanding any such assignment, the
Borrower shall not be released from any liability or obligations hereunder. Notwithstanding
anything to the contrary contained herein or in the Note, the following shall be permitted without
consent of the City and shall not constitute an event of default or result in any fee: (i) the transfer
of investor member interests in Borrower pursuant to the terms of Borrower’s First Amended and
Restated Operating Agreement (“Operating Agreement”); (ii) transfer of an interest in Cinnaire
Fund for Housing Limited Partnership 45 to Affiliates of Cinnaire Corporation (including, but not
limited to, a transfer to a fund in which an Affiliate of Cinnaire Corporation is a manager or
14
managing member); (iii) the removal and replacement of the managing member of the Borrower
in accordance with the terms of the Operating Agreement; and/or (iv) an amendment of the
Operating Agreement memorializing the transfers or removal described above. In addition to the
foregoing, and notwithstanding anything to the contrary contained herein or in the Note, for the
avoidance of doubt, the transfer of any direct or indirect interest in the Borrower to a constituent
owner of the Borrower, including, but not limited to, the managing member of the Borrower, its
managers, members, partners and/or shareholders (or any affiliate of the foregoing) shall be
permitted without consent of the City and shall not constitute an event of default or result in any
fee.
Section 7.9. Third Party Beneficiary. The Borrower acknowledges and agrees that (i)
the Redevelopment Commission is hereby deemed a third-party beneficiary of this Agreement and
(ii) the terms of this Agreement may be enforced by the Redevelopment Commission.
Section 7.10. Governing Law. This Agreement shall be deemed a contract made under
the laws of the State and for all purposes shall be governed by and construed in accordance with
the laws of the State without giving effect to its conflict of laws rules.
Section 7.11. Dispute Resolution. The Borrower and the City agree to use their best
efforts to resolve quickly and informally any disputes that may arise under this Agreement. In the
event such informal means are unsuccessful, any such disputes shall be attempted to be resolved
first by mediation in accordance with the Indiana Rules of Dispute Resolution; provided, however,
the City may exercise any remedy available to it in the event the Borrower fails to pay, when due,
any outstanding amount of the Loan. Any litigation commenced by either of the City or the
Borrower related to or arising out of this Agreement must be filed in the state courts of St. Joseph
County, Indiana. The Parties further consent to the personal jurisdiction by said courts over it and
hereby expressly waive, in the case of any such action, any defenses thereto based on jurisdictions,
venue or forum non conveniens.
Section 7.12. Unavoidable Delay. In the event that the Borrower shall be delayed,
hindered in or prevented from the performance of any act required under this Agreement by reason
of any unusually inclement weather, strikes, lock-outs, labor troubles, inability to procure materials
which could not have been reasonably anticipated and avoided by the Borrower, failure of power
to the Project for reason other than acts of the Borrower or any person or party acting by, through
or under the Borrower, restrictive governmental laws or regulations, act of God, fire, earthquake,
flood, explosion, terrorism, action of the elements, war (declared or undeclared), police action,
invasion, insurrection, riot, mob violence, sabotage, health pandemic or epidemic, the act, failure
to act or default of the City, or other causes beyond the Borrower's reasonable control, then
performance of such act shall be extended for a period necessitated by such delay.
Section 7.13. Subordination and No Limitation on Mortgagee or Financing Party. Any
and all rights of the City and obligations and liabilities of the Borrower under this Agreement
and/or relating to the Loan shall be expressly subject and subordinate to any mortgage loans or
other indebtedness incurred by the Borrower with respect to the acquisition, construction,
reconstruction and/or rehabilitation of the Project. Notwithstanding anything in this Agreement to
the contrary, (a) no provision of this Agreement shall restrict or otherwise limit (i) any foreclosure
by or other transfer of title to any mortgagee or financing party of the Project, or (ii) any transfer
15
of ownership of any interest in the Borrower to such mortgagee or financing party or any
constituent owner of the Borrower, and (b) in the event of any such foreclosure by or other transfer
of title to any mortgagee or financing party, as permitted in clause (a)(i) above, any such mortgagee
or financing party (or any party taking by, through or under any such mortgagee or financing party)
shall take title to the Project free and clear of any responsibility, obligation and/or liability under
this Agreement and/or the Loan and without liability for the responsibilities, obligations and/or
liabilities of the Borrower under this Agreement and/or with respect to the Loan.
Section 7.14. Limitation of Liability. Notwithstanding anything contained herein to the
contrary, the parties hereby agree that (i) the obligations of the Borrower hereunder shall not be
recourse to the members, partners, shareholders, agents or employees of the Borrower; (ii) no
punitive, special, speculative, loss of profit or consequential damages shall be awarded in any
suit, action or other proceeding arising out of or based upon this Agreement or the subject matter
hereof; (iii) the Borrower shall not be liable to the extent any liability hereunder arose from the
fraud, gross negligence or willful misconduct of the City, Commission or any of their agents and
(iv) the Borrower shall not be liable for any liability hereunder that first arises after the Borrower
is no longer in possession of the Project.
[Signature Page Follows]
IN WITNESS WHEREOF, the City and the Borrower have caused this Agreement to be
duly executed in their respective names, all as of the day and year first written above.
City:
CITY OF SOUTH BEND, INDIANA
By:
Mayor
ATTEST:
________________________________
Clerk
Borrower:
BEACON APARTMENTS PRESERVATION LLC
an Indiana limited liability company
By: ______________________________
Name: Adam Hellegers
Title: Authorized Signatory
Signature Page to the Financing and Loan Agreement, dated as of July 1, 2026, between the City
of South Bend, Indiana and Beacon Apartments Preservation LLC.
A-1
EXHIBIT A
FORM OF PROMISSORY NOTE
Original Principal: $1,250,000
Maturity Date: December 31, 2056
Interest Rate: 0%*
FOR VALUE RECEIVED, the undersigned, Beacon Apartments Preservation LLC
("Borrower"), a limited liability company organized and existing under the laws of the State of
Indiana, hereby promises to pay to the order of the City of South Bend, Indiana ("City"), in
immediately available funds, the principal, interest, if any, and any other amounts due under the
Financing and Loan Agreement, dated as of July 1, 2026, between the City and Borrower (the
“Loan Agreement”), upon maturity or earlier under the terms of the Loan Agreement, unless this
Promissory Note is forgiven in the sole discretion of the City pursuant to the Loan Agreement, at
such place as the City may direct.
In certain events and in the manner set forth in the Loan Agreement, payments due under
this Promissory Note may be subject to forgiveness in the sole discretion of the City.
This Promissory Note is issued pursuant to the Loan Agreement, and is entitled to the
benefits, and is subject to the conditions thereof. The Borrower’s obligations under this
Promissory Note are subject in all respects to the further provisions of the Loan Agreement. The
obligations of the Borrower to make the payments required hereunder shall be absolute and
unconditional without any defense or right of set-off, counterclaim or recoupment by reason of
any default by the City under the Loan Agreement or under any other agreement between the
Borrower or the City or out of any indebtedness or liability at any time owing to the Borrower by
the City or for any reason, except for the forgiveness of the Loan as described in the Loan
Agreement.
This Promissory Note is the Note referred to in the Loan Agreement and is subject to, and
is executed in accordance with, all of the terms, conditions and provisions thereof, including those
respecting prepayments.
In any case where the date of payment hereunder shall not be on a Business Day (as defined
in the Loan Agreement), then such payment shall be made on the next succeeding Business Day
with the same force and effect as if made on the date of payment hereunder.
The Borrower hereby unconditionally waives diligence, presentment, protest, and notice
of dishonor of the payment of any amount at any time payable to the City under or in connection
with this Note. All amounts payable hereunder are payable with reasonable attorneys’ fees and
costs of collection and without relief from valuation and appraisement laws.
All terms used in this Promissory Note which are defined in the Loan Agreement shall have
the meanings assigned to them in the Loan Agreement. Section 7.14 of the Loan Agreement is
hereby included by reference with the same force and effect as if set forth herein in its entirety.
* Subject to Section 4.3 of the Loan Agreement
A-2
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and
attested by its duly authorized officers or representatives.
Dated: ________________, 2026.
BEACON APARTMENTS PRESERVATION LLC
an Indiana limited liability company
By:______________________________
Name: Adam Hellegers
Title: Authorized Signatory
DMS 52595667v3
BILL NO. __________
ORDINANCE NO. ____________
AN ORDINANCE OF THE COMMON COUNCIL OF THE
CITY OF SOUTH BEND, INDIANA, AUTHORIZING A
DIRECT LOAN TO THE DEVELOPER OF AN ECONOMIC
DEVELOPMENT FACILITY (BEACON HEIGHTS
PROJECT) AND APPROVING OTHER MATTERS IN
CONNECTION THEREWITH
STATEMENT OF PURPOSE AND INTENT
The City of South Bend, Indiana (the “City”), is a municipal corporation and political
subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9, I.C. 36-7-12 and I.C. 36-7-14
(collectively, the “Act”), is authorized and empowered to adopt this ordinance (this “Ordinance”)
and to carry out its provisions.
The Act declares that the financing and refinancing of economic development facilities (as
defined in the Act) constitutes a public purpose.
Pursuant to the Act, the City is authorized to make loans for the purpose of financing,
reimbursing or refinancing all or a portion of the costs of acquisition, construction, renovation,
installation and equipping of economic development facilities in order to foster diversification of
economic development and creation or retention of opportunities for gainful employment in or
near the City.
Beacon Apartments Preservation LLC, an Indiana limited liability company (the
“Developer”) has informed the City that it desires to construct, renovate and/or rehabilitate certain
economic development facilities within the City which will consist of up to one hundred seventy-
four (174) affordable housing rental units in the existing Beacon Heights development in the River
West Development Area in the City, with an approximate total redevelopment cost of Forty-Seven
Million Dollars ($47,000,000) including a private investment of no less than Forty-Seven Million
Dollars ($47,000,000) to be expended by the Developer (collectively, the “Project”), and has
requested that the City make a loan to the Developer for the purposes of financing or reimbursing
the Developer for a portion of the costs of construction, renovation and/or rehabilitation of the
Project.
The Project will be located in or physically connected to, and will directly serve and
benefit, the River West Development Area and the River West Development Area Allocation Area
(the “Allocation Area”).
2
The Developer has requested from the City and the City of South Bend Economic
Development Commission (the “Commission”) that the City make a loan to the Developer
pursuant to the Act in a total amount not to exceed One Million Two Hundred Fifty Thousand
Dollars ($1,250,000) for the purpose of financing or reimbursing a portion of the costs of the
Project (the “Loan”) as described in the proposed Financing and Loan Agreement between the
City and the Developer (the “Loan Agreement”).
The completion of the Project will result in the creation of jobs, the diversification of
industry and the creation of business opportunities in the City.
Pursuant to I.C. § 36-7-12-24, the Commission published notice of a public hearing on the
proposed financing of a portion of the Project costs (the “Public Hearing”).
On the date specified in the notice of the Public Hearing, the Commission conducted the
Public Hearing, and adopted its evaluative report and resolution, which have been transmitted to
the Common Council, finding that the financing of a portion of the Project complies with the
purposes and provisions of the Act and that such financing will be of benefit to the health and
welfare of the City and its citizens.
The Commission has performed all actions required of it by the Act preliminary to the
adoption of this Ordinance and has approved and forwarded to the Common Council the forms of:
(1) the Loan Agreement; (2) the Funding and Reimbursement Agreement (the “Funding
Agreement”) between the City and the South Bend Redevelopment Commission (the
“Redevelopment Commission”); and (3) this Ordinance (the Loan Agreement, the Funding
Agreement, and this Ordinance, collectively, the “Financing Agreements”).
Pursuant to Indiana Code 36-7-14-39(b)(4), the Redevelopment Commission may use
certain incremental property taxes, among other purposes, to reimburse the City for expenditures
(including loans) made for local public improvements (which include buildings, parking facilities,
and all expenses reasonably incurred in connection with the acquisition and redevelopment of
property) that are physically located in or physically connected to the Allocation Area.
The Redevelopment Commission has adopted its Resolution No. 3672 on June 11, 2026,
determining, subject to appropriation by the Redevelopment Commission, to make available tax
increment revenues on deposit in the allocation fund for the Allocation Area (the “River West TIF
Revenues”) to simultaneously reimburse the City for its costs incurred to fund the Loan to the
Developer with respect to the Project.
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF SOUTH BEND, INDIANA, AS FOLLOWS:
SECTION I. Findings; Public Benefits. The Common Council hereby finds and
determines that the Project involves the acquisition and construction of an “economic development
facility” as that phrase is used in the Act; that the Project will increase employment opportunities
and increase diversification of economic development in the City, will improve and promote the
economic stability, development and welfare in the City, will encourage and promote the
expansion of industry, trade and commerce in the City and the location of other new industries in
the City; that the public benefits to be accomplished by the making of the Loan to the Developer
3
to finance and/or reimburse Project costs, in tending to overcome insufficient employment
opportunities, insufficient diversification of industry and lack of adequate housing, are greater than
the cost of public works or services (as that phrase is used in the Act) which will be required by
the Project; and, therefore, that the financing of a portion of the Project by the making the Loan to
the Developer under the Act: (i) will be of benefit to the health and general welfare of the City;
and (ii) complies with the Act.
SECTION II. Approval of Financing. The proposed financing of the Project by
the funding of the Loan to the Developer under the Act, in the form that such financing was
approved by the Commission, is hereby approved.
SECTION III. Terms of the Loan. (a) A portion of the costs of the Project will be
funded by the Loan to the Developer. The City shall fund the Loan in the aggregate principal
amount not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000), from River
West TIF Revenues then on deposit in the allocation fund for the Allocation Area, and made
available by the Redevelopment Commission to the City for the purposes of making the Loan to
the Developer under the Act and the terms of the Loan Agreement. The Loan shall (i) mature no
later than December 31, 2056, on the date set forth in the final Loan Agreement (the “Maturity
Date”), (ii) bear no interest, except as provided herein, and (iii) be secured by the pledge of an
unsecured promissory note of the Developer. Subject to the Unavoidable Delay provisions of the
Loan Agreement, the principal of the Loan may be forgiven, in the sole discretion of the City,
following the expiration of the Qualified Project Period (as defined in the Loan Agreement) and
subject to the conditions contained in Section 4.3 of the Loan Agreement. In the event that the
Developer abandons the Project or otherwise fails to proceed to substantially complete the Project
as required by the Loan Agreement and the Development Agreement between the Redevelopment
Commission and the Developer (the “Development Agreement”), the repayment of any
outstanding amount of the Loan (the “Outstanding Amount”) will be on a date not later than thirty
(30) days from the date when the City’s Department of Community Investment, on behalf of the
City, provides written notice to the Developer that, in its sole discretion, it has determined that the
Developer has abandoned or failed to proceed with the Project as required by the Loan Agreement
and the Development Agreement (the date of such written notice being the “Trigger Date”) subject
in all respects to the rights of Developer’s senior lenders. Interest will begin to accrue on the
Outstanding Amount beginning on the Trigger Date at the Prime Rate (as defined in the Loan
Agreement) plus three percent (3.0%) until the Outstanding Amount is fully paid by the Developer.
In the event that the Loan is forgiven, it is hereby acknowledged that the consideration received
by the City for the Loan being forgiven is the completion of the Project by the Developer and the
economic benefits resulting to the City therefrom.
(b) The Loan does not and shall never constitute an indebtedness of, or a charge against
the general credit or taxing power of, the City. Forms of the Financing Agreements are before this
meeting and are by this reference incorporated in this Ordinance, and the Clerk of the City is
hereby directed, in the name and on behalf of the City, to insert them into the minutes of the
Common Council and to keep them on file.
SECTION IV. Execution and Delivery of Financing Agreements. The Mayor, the
Clerk and the Controller of the City are hereby authorized and directed, in the name and on behalf
4
of the City, to execute or endorse and deliver the Financing Agreements, submitted to the Common
Council, which are hereby approved in all respects.
SECTION V. Changes in Financing Agreements. The Mayor, the Clerk and the
Controller of the City are hereby authorized, in the name and on behalf of the City, without further
approval of the Common Council or the Commission, to approve such changes in the Financing
Agreements as may be permitted by the Act, such approval to be conclusively evidenced by their
execution thereof.
SECTION VI. General. The Mayor, the Clerk and the Controller of the City, and
each of them, are hereby authorized and directed, in the name and on behalf of the City, to execute
or endorse any and all agreements, documents and instruments, perform any and all acts, approve
any and all matters, and do any and all other things deemed by them, or either of them, to be
necessary or desirable in order to carry out and comply with the intent, conditions and purposes of
this Ordinance (including the preambles hereto and the documents mentioned herein), the Project,
the making of the Loan, and the securing of the Loan under the Financing Agreements, and any
such execution, endorsement, performance or doing of other things heretofore effected be, and
hereby is, ratified and approved.
SECTION VII. Binding Effect. The provisions of this Ordinance and the Financing
Agreements shall constitute a binding contract between the City and the Developer, and after
making the Loan, this Ordinance shall not be repealed or amended in any respect which would
adversely affect the rights of the Developer.
SECTION VIII. Repeal. All ordinances or parts of ordinances in conflict herewith
are hereby repealed.
SECTION IX. Effective Date. This Ordinance shall be in full force and effect
immediately upon adoption and compliance with I.C. 36-4-6-14.
SECTION X. Copies of Financing Agreements on File. Two copies of the
Financing Agreements incorporated into this Ordinance were duly filed in the office of the Clerk
of the City, and are available for public inspection in accordance with I.C. 36-1-5-4.
[Signature Page Follows]
5
Duly passed and adopted on this _____ day of _____________, 2026 by the Common
Council of the City of South Bend, Indiana.
Canneth Lee, Council President
South Bend Common Council
Attest:
________________________________
Bianca Tirado, City Clerk
Office of the City Clerk
Presented by me, the undersigned Clerk of the City of South Bend, to the Mayor of the City of
South Bend, Indiana on the _______ day of ____________________, 2026, at _______ o’clock
___. m.
__________________________________________
Bianca Tirado, City Clerk
Office of the City Clerk
Approved and signed by me on the ______ day of _____________, 2026, at ___ o’clock
___.m.
__________________________________________
James Mueller, Mayor
City of South Bend, Indiana
DMS 52744581v2
DMS 52739115.3
NOTICE OF PUBLIC HEARING OF THE
SOUTH BEND ECONOMIC DEVELOPMENT COMMISSION
Notice is hereby given that the South Bend Economic Development Commission (the
“Commission”) will hold a public hearing on Thursday, June 18, 2026, at 1:00 p.m., in the Council
Chambers located on the 3rd floor of South Bend City Hall, 215 S. Dr. Martin Luther King, Jr.
Blvd., South Bend, Indiana, concerning the funding of a forgivable loan to Beacon Apartments
Preservation LLC, an Indiana limited liability company (the “Developer”), in an amount not to
exceed $1,250,000 (the “Loan”) to be evidenced by the Developer’s promissory note (the “Note”)
to finance a portion of the construction, renovation and/or rehabilitation of economic development
projects and facilities within the meaning of Indiana Code 36-7-11.9 and 36-7-12 (the “Act”),
consisting of the construction, renovation and/or rehabilitation up to one hundred seventy (170)
affordable housing units in the existing Beacon Heights development in the River West
Development Area in the City of South Bend, Indiana (the “City”), with an approximate total
redevelopment cost of Forty-Seven Million Dollars ($47,000,000) including a private investment
of no less than Forty-Seven Million Dollars ($47,000,000) to be expended by the Developer
(collectively, the “Project”).
The Loan will be made by the City pursuant to the Act, an ordinance (the “Loan
Ordinance”) proposed for adoption by the Common Council of the City (the “Council”), a
Financing and Loan Agreement between the City and the Developer (the “Loan Agreement”), and
a Funding and Reimbursement Agreement between the City and the South Bend Redevelopment
Commission (the “Funding Agreement” and with the Loan Ordinance and the Loan Agreement,
collectively, the “Financing Agreements”).
Copies of the form of the Financing Agreements will be on file with the Clerk of the City
and are available for public inspection at the office of the Clerk of the City during regular business
hours daily, except Saturdays, Sundays and legal holidays.
At the time and place fixed for the public hearing, all taxpayers, residents or interested
persons will be given an opportunity to express their views for or against the proposed financing
for the Project in writing or in person. Following the public hearing, the Commission will consider
whether the financing of the Project will have an adverse competitive effect on any similar
facilities already constructed or operating in the City. If the Commission shall find for itself and
on behalf of the City that the proposed financing will be of benefit to the health and welfare of the
City and complies with the purposes and provisions of the Act, the Commission will adopt a
resolution approving the proposed financing and the form of the Financing Agreements, including
the Loan in the aggregate principal amount not to exceed One Million Two Hundred Fifty
Thousand Dollars ($1,250,000), and the form of the proposed Loan Ordinance to be recommended
to the Council for adoption.
SOUTH BEND ECONOMIC
DEVELOPMENT COMMISSION
[ PUBLISHED IN THE SOUTH BEND TRIBUNE ON MONDAY, JUNE 8, 2026]
RESOLUTION NO. 2026-02
A RESOLUTION OF THE SOUTH BEND ECONOMIC
DEVELOPMENT COMMISSION AUTHORIZING A
DIRECT LOAN TO THE DEVELOPER OF AN ECONOMIC
DEVELOPMENT FACILITY (BEACON HEIGHTS
PROJECT) AND APPROVING OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the City of South Bend, Indiana (the “City”), is a municipal corporation and
political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9, I.C. 36-7-12 and I.C.
36-7-14 (collectively, the “Act”) and has previously established the South Bend Economic
Development Commission (the “Commission”) to investigate, study, and survey the need for
additional job opportunities, industrial diversification, water services, and pollution control
facilities in the City, and recommend actions to improve or promote job opportunities, industrial
diversification, water services, and availability of pollution control facilities in the City; and
WHEREAS, the Act declares that the financing and refinancing of economic development
facilities (as defined in the Act) constitutes a public purpose; and
WHEREAS, pursuant to the Act, the City is authorized to make loans for the purpose of
financing, reimbursing or refinancing all or a portion of the costs of acquisition, construction,
renovation, installation and equipping of economic development facilities in order to foster
diversification of economic development and creation or retention of opportunities for gainful
employment in or near the City; and
WHEREAS, Beacon Apartments Preservation LLC, an Indiana limited liability company
(the “Developer”) has informed the City that it desires to construct, renovate and/or rehabilitate
certain economic development facilities within the City which will consist of up to one hundred
seventy-four (174) affordable housing units in the existing Beacon Heights development in the
River West Development Area in the City, with an approximate total redevelopment cost of Forty-
Seven Million Dollars ($47,000,000) including a private investment of no less than Forty-Seven
Million Dollars ($47,000,000) to be expended by the Developer (collectively, the “Project”), and
has requested that the City make a loan to the Developer for the purposes of financing or
reimbursing the Developer for a portion of the costs of construction, renovation and/or
rehabilitation of the Project; and
WHEREAS, the Project will be located in or physically connected to, and will directly
serve and benefit, the River West Development Area and the River West Development Area
Allocation Area (the “Allocation Area”); and
WHEREAS, the Developer has advised the City and the Commission regarding the Project,
and requested that the City make a loan to the Developer pursuant to the Act in a total amount not
to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) for the purpose of
financing or reimbursing a portion of the costs of the Project (the “Loan”) as described in the
proposed Financing and Loan Agreement between the City and the Developer (the “Loan
Agreement”); and
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WHEREAS, the Commission has studied the Project and the proposed financing of the
Project and its effect on the health and general welfare of the City and its citizens; and
WHEREAS, the completion of the Project results in the diversification of industry, the
creation of jobs and the creation and retention of business opportunities in the City; and
WHEREAS, pursuant to I.C. § 36-7-12-24, the Commission published notice of a public
hearing (the “Public Hearing”) on the proposed financing of a portion of the costs of the Project,
and the Commission held the public hearing on the Project on June 18, 2026; and
WHEREAS, there has been submitted to the Commission prior to this meeting substantially
final forms of: (a) the Loan Agreement; (b) the Funding and Reimbursement Agreement (the
“Funding Agreement”) between the City and the South Bend Redevelopment Commission (the
“Redevelopment Commission”); and (c) the Ordinance of the Common Council (the “Common
Council”) authorizing the Loan (the “Ordinance” and, together with the Loan Agreement and the
Funding Agreement, collectively, the “Financing Agreements”); and
WHEREAS, pursuant to Indiana Code 36-7-14-39(b)(4), the Redevelopment Commission
may use certain incremental property taxes, among other purposes, to reimburse the City for
expenditures (including loans) made for local public improvements (which include buildings,
parking facilities, and all expenses reasonably incurred in connection with the acquisition and
redevelopment of property) that are physically located in or physically connected to the Allocation
Area; and
WHEREAS, the Redevelopment Commission has adopted its Resolution No. 3672 on June
11, 2026, determining, subject to appropriation by the Redevelopment Commission, to make
available tax increment revenues on deposit in the allocation fund for the Allocation Area (the
“River West TIF Revenues”) to simultaneously reimburse the City for its costs incurred to fund
the Loan to the Developer with respect to the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND ECONOMIC
DEVELOPMENT COMMISSION AS FOLLOWS:
SECTION 1. The Commission hereby finds, determines, ratifies and confirms that the
diversification of industry, the retention of business opportunities and the retention of opportunities
for gainful employment within the jurisdiction of the City is desirable, serves a public purpose,
and is of benefit to the health and general welfare of the City; and that it is in the public interest
that the City take such action as it lawfully may to encourage the diversification of industry, the
retention of business opportunities, and the retention of opportunities for gainful employment
within the jurisdiction of the City.
SECTION 2. The Commission hereby determines that the Project is an “economic
development facility” within the meaning of I.C. 36-7-11.9-3.
SECTION 3. The Commission hereby determines that the Project will not have a material
adverse competitive effect on any similar facilities already constructed or operating in or near the
City.
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SECTION 4. The Commission hereby approves the report with respect to the Project
presented at this meeting. The Secretary of this Commission is directed to submit such report to
the executive director or chairman of the plan commission of the City.
SECTION 5. The Commission hereby finds, determines, ratifies and confirms that
making the Loan to the Developer, in an aggregate amount not to exceed One Million Two
Hundred Fifty Thousand Dollars ($1,250,000), to finance a portion of the cost of the Project, will
be of benefit to the health and general welfare of the City, will serve the public purposes referred
to above in accordance with the Act, and fully comply with the Act. Furthermore, the Commission
hereby finds and determines that the Loan may be subject to forgiveness upon satisfaction of
certain conditions described in the Financing Agreements, and acknowledges that, in the event that
the Loan is forgiven, the consideration received by the City for the Loan being forgiven is the
completion of the Project by the Developer and the economic benefits resulting to the City
therefrom.
SECTION 6. The financing of the Project by making the Loan to the Developer, in an
aggregate amount not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000),
is hereby approved.
SECTION 7. The Commission hereby approves and recommends to the Common
Council of the City the terms of the following documents in the form presented at this meeting: (a)
the Loan Agreement (including the promissory note from the Developer); (b) the Funding
Agreement; and (c) the Ordinance.
SECTION 8. Any officer of the Commission is hereby authorized and directed, in the
name and on behalf of the Commission, to execute any and all other agreements, documents and
instruments, perform any and all acts, approve any and all matters, and do any and all other things
deemed by him or her to be necessary or desirable in order to carry out and comply with the intent,
conditions and purposes of this resolution (including the preambles hereto and the documents
mentioned herein), the Project and the making of the Loan, and any such execution, performance,
approval or doing of other things heretofore effected be, and hereby is, ratified and approved.
SECTION 9. The Secretary of this Commission shall transmit this resolution, together
with the forms of the Financing Agreements approved by this resolution, to the Common Council.
SECTION 10. This resolution shall be in full force and effect upon adoption.
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Adopted this 18th day of June, 2026. SOUTH BEND ECONOMIC
DEVELOPMENT COMMISSION
______________________________________
President
Secretary
Member
DMS 53074886