Loading...
HomeMy WebLinkAbout5A2 Notice to Commence Agreement (Madison Lifestyle, Great Lakes Capitol) - Fully ExecutedSouth Bend Redevelopment Commission _ iaea 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE: June 23, 2026 FROM: Erik Glavich, Director of Growth & Opportunity SUBJECT: Notice to Commence (Great Lakes Capital Madison Lifestyle) Funding Source* (circle River West; fiver East; South Side, Douglas rr Pres/V-Pres ATTEST Secretary 4Date: C�J,� 2—G APPROVED ❑ Not Approved SOUTH BEND REDEVELOPMENT COMMISSION Road: West Washington: RDC General: Riv. East Res. * Funds are subject to the Ci er's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Notice to Commence Agreement with Great Lakes Capital (GLC) to begin construction of Phase 1 of the Madison Lifestyle District project SPECIFICS: On March 28, 2024, the Redevelopment Commission approved a Development Agreement with GLC for the Madison Lifestyle District. At the time, several key elements of the project were yet to be fully determined, so the Development Agreement contemplated that the Commission and GLC would enter into a Mutual Project Diligence period, after which a separate Notice to Commence would be required before construction by GLC would occur. The Agreement was subsequently amended to extend the Mutual Project Diligence period to June 28, 2026, by which date GLC and the Commission must issue a Notice to Commence for construction to proceed. The recent establishment of the Innovation Development District (IDD) has also informed and modified the analysis related to City/RDC support of the project since the original Development Agreement was executed. DCI Staff has been negotiating with GLC to set forth the terms of the Notice to Commence Agreement between the Commission and GLC, which authorizes commencement of construction of Phase 1 of the project, confirms the status of certain conditions and updates various obligations of the parties, and memorializes the Parties' mutual agreement regarding further process for Phase 2 planning of the project. • Authorization to Commence Construction: Through adoption of this Agreement, the Commission and GLC confirm that the conditions to Notice to Commence set forth in the Development Agreement are satisfied or otherwise waived. GLC further agrees that any outstanding items will not delay commencement of Phase 1 construction. • Phase 1 Project Plan: Since adoption of the Development Agreement in March 2024, the scope of Phase 1 has evolved. This Notice amends the Project Plan to reflect the updated scope, including: o Increase in multifamily units to approximately 190 units (from 150 units). o Increase in hotel scale to approximately 119 keys (from 105 beds). • Commitment to Complete Remaining Obligations: Section 4 of the Notice outlines the commitment of both the Commission and GLC to continue working in good faith to complete FW ` South Bend _ Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana outstanding items necessary for completion of the project and required under the Development Agreement, including final approvals, permits, and related project agreements, while allowing construction to proceed. ■ Financial Metrics and Commission Sul2ngrt: The Development Agreement established a target return on cost of 8%. This Notice reflects GLC's agreement to proceed with a reduced 7.5% return threshold and defines the Commission's commitments intended to support achievement of that threshold. • Leveraging the South Bend IDD: This Notice incorporates the use of the South Bend IDD as a component of project support in lieu of City support via tax abatement. To support the project, the City will pursue the issuance of approximately $17.99 million in IDD-backed developer - purchased bonds and the pass -through of construction -related sales tax revenues generated by the project, each subject to IEDC approval. • IDD Reporting Obligations: This Notice establishes that the Developer is responsible for ensuring data is reported by contractors and subcontractors to support IDD revenue tracking and compliance and to maximize the availability of IDD funds back into the project. Phase 2 Timing and Ob#i ag tions: The Parties acknowledge that Phase 2 remains subject to further planning and agreement. The Notice establishes the process and timeline for Phase 2, including a deadline of October 31, 2027, for execution of a separate Phase 2 Notice to Commence. If Phase 2 does not proceed, the Commission may require GLC transfer the Phase 2 property back to the Commission in accordance with the Agreement. Docusign Envelope ID: 445E3BC9-64DF-85DA-80E4-E5228A18F7BD NOTICE TO COMMENCE AGREEMENT This Notice to Commence Agreement (this "Commencement Agreement") is made and entered into effective as of June 25, 2026 (the "Effective Date"), by and between GREAT LAKES CAPITAL DEVELOPMENT LLC, an Indiana limited liability company (the "Developer"), and the CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT, acting by and through its governing body, the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission"). The Developer and the Commission are each referred to herein as a "Party" and collectively as the "Parties." RECITALS A. The Parties entered into that certain Development Agreement dated March 28, 2024, as amended by a First Amendment dated August 22, 2024, a Second Amendment dated September 25, 2025, a Third Amendment dated March 26, 2026, and a Fourth Amendment dated May 28, 2026 (collectively, the "Development Agreement"), which sets forth various rights and obligations related to the development of the Project Property (as defined in the Development Agreement). B. Subsequently, the Parties entered into that certain Confirmation Agreement effective November 25, 2024 (the "Confirmation Agreement") which, together with Section 3.2 of the Development Agreement, sets forth certain agreements related to advancement of the Project prior to and upon execution of a Notice to Commence. C. The Parties desire to (i) authorize commencement of Phase 1 construction activities subject to the terms set forth herein, (ii) confirm the status of the conditions set forth in Section 3.2 of the Development Agreement for Phase 1, (ill) address and update certain economic metrics applicable to Phase 1 of the Project, and (iv) memorialize the Parties' mutual agreement regarding further process for Phase 2 planning and any Notice to Commence for Phase 2. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals and Incorporation of Prior Agreements. The recitals above are incorporated into the body of this Commencement Agreement as if fully set forth herein and made a part hereof. The Development Agreement and Confirmation Agreement are incorporated herein by reference as though fully set forth herein. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Development Agreement. To the extent any provision of the Development Agreement, the Confirmation Agreement, or any prior Project agreement conflicts with or is inconsistent with this Commencement Agreement, the terms of this Commencement Agreement shall control and shall be deemed an amendment to such prior agreements. NOTICE TO COMMENCE AGREEMENT PAGE 1 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD 2. Pro meet Plan — Phase 1. The Parties acknowledge and agree that, as a result of timing for ultimate control of the Project Property and continued planning for the Project, including without limitation modifications to the scope, cost, sequencing, design, financing structure and infrastructure coordination for the Project, the Project Plan and Local Public Improvements for Phase 1 (as set forth on Exhibit B and Exhibit C to the Development Agreement) are hereby amended as set forth on Exhibit B-1 and Exhibit C-1 attached hereto (which fully supersede and replace Exhibit B and Exhibit C to the Development Agreement). 3. Project Plain —Phase 2. The Parties further acknowledge and agree that the Mutual Project Diligence for Phase 2 of the Project is continuing and the Parties expect that the scope, design and configuration of Phase 2 will likely evolve from the current Project Plan as such efforts progress. As such, the Parties agree (a) subject to mutual agreement, the Parties will enter into a Phase 2 Notice to Commence (which will incorporate any amendments applicable to Phase 2 together with the timing for completion of Local Public Improvements for and development of Phase 2), and (b) if and in the event a Notice to Commence for Phase 2 (as further described in Section 6 below) is not entered into on or before October 31, 2027, the Developer shall, upon Commission's exercise of the Restated Option to Purchase with respect to the Phase 2 site (referenced in Section 4 below), transfer the Phase 2 site (as more particularly described in Exhibit 1) to the Commission (or its designee) free and clear of any mortgage lien or similar encumbrances placed on such property by the Developer, and free and clear of any real property taxes, special assessments, or other governmental charges, and any liens arising therefrom, attributable to the Developer's ownership or use of such property through the date of transfer (all of which shall be the sole responsibility of the Developer). Such transfer shall constitute the Developer's sole obligation with respect to Phase 2, and nothing herein shall limit or otherwise modify the Commission's other rights under this Agreement. 4. Confirmation of Diligence Items. The Parties hereby confirm that the conditions to Notice to Commence set forth in Section 3.2 of the Development Agreement for Phase 1 of the Project are satisfied (or otherwise waived), and the Developer agrees that the following outstanding items shall not constitute a basis to delay commencement of Phase 1 construction, nor constitute a basis for any claim against the Commission arising from the status thereof, but shall remain continuing obligations of the Parties as set forth herein (unless otherwise waived by) the Parties and which are being relied upon as a material inducement for Developer's advancement of Phase 1: (a) Billboard Rim. The Commission acknowledges that its obligation under Section 3.2(d) of the Development Agreement (i) shall continue after the date hereof, and (ii) be a condition to the Parties entering into a Notice to Commence applicable to Phase 2. (b) INDOT Approval. The Commission has submitted a proposed roundabout and access configuration to the Indiana Department of Transportation ("INDOT") for final approval, which remains pending. The Parties agree to continue to cooperate in good faith and use all commercially reasonable efforts to secure the INDOT final approval based on submissions to INDOT made by the City of South Bend. NOTICE TO COMMENCE AGREEMENT PAGE 2 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD (c) Final Plans. The Parties acknowledge and agree that, for purposes of Section 3.1(b) of the Development Agreement, the Commission and the Reviewer have approved the proposed drawings and plans submitted as of the Effective Date. Such acknowledgement and approval shall not constitute approval of any future proposed drawings, plans, revisions, modifications, or supplements, all of which shall remain subject to review and approval in accordance with the Development Agreement, and nothing herein shall be deemed to waive or modify any such approval nights. -All obligations under Sections 3.1(b), 3.2(f), 4.8, and 4.11 of the Development Agreement shall remain binding and unchanged. (d) Required Permits, Platting and Entitlements. The Parties agree to continue to cooperate in good faith and work together to finalize and seek approval for (i) the replat of the Phase 1 project site into separate lots for the garage, multi -family and hotel components of Phase 1, and (ii) any required zoning and related entitlements, building permits and related governmental approvals for the Phase 1 Project in the ordinary course and in a manner consistent with the continued advancement of the Project. No construction activity requiring issuance of final permits shall occur prior to receipt thereof. (e) Tax Incentives. In lieu of tax abatement support contemplated under Section 3.2(h) of the Development Agreement, the Commission acknowledges and agrees that it is providing support for the Phase 1 Project as set forth herein and in Section 5 below to satisfy its obligations under the Confirmation Agreement for the Phase 1 Project consistent with the return on cost framework set forth therein. (f) Local Public Improvements. The Parties acknowledge that certain agreements relating to long-term occupancy, access, parking, and structural support remain in process. The Parties agree to cooperate in good faith to finalize during the replat process (referenced in (d) above), the following: (i) a Ground Lease to the Commission for its construction and location of the Parking Garage; (ii) a perpetual Structure Easement granting the Developer the right to use structural components of the Parking Garage for construction of the Phase 1 Project; and (iii) a Parking License, under which the Commission retains sole responsibility for all costs of maintaining and operating the Parking Garage and which shall identify the parking spaces required to support Project operations beyond those reserved by the Commission for Beacon and for use by the public, during its initial twenty-five (25) year term, together with any charges (if applicable) as part of supporting the Project consistent with Section 3(d) of the Confirmation Agreement. Each of the agreements described above shall be in a final form reasonably acceptable to the Commission, in its discretion. The Parties agree to continue working cooperatively and in good faith to complete and execute such agreements in due course. Notwithstanding the foregoing, the absence of finalized forms of such agreements shall not prohibit or delay currently contemplated Phase 1 construction and related activities. (g) 012tion to Purchase. The Parties agree to cooperate in good faith to terminate the Option to Purchase Agreement attached to the Development Agreement (and any memorandum thereof) and, contemporaneously therewith, replace the same with a Restated Option Agreement; and the President and Secretary of the Commission are hereby authorized, without further action of the Commission, to execute and deliver such NOTICE TO COMMENCE AGREEMENT PAGE 3 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD agreements and other documents and to take such actions as may be reasonably necessary to effectuate the foregoing, provided, however, that the existing Option to Purchase Agreement and any recorded memorandum thereof shall remain in full force and effect unless and until the Restated Option Agreement and any memorandum thereof are fully executed and recorded. The Restated Option Agreement shall (i) provide separate options for the purchase of the Phase 1 Project property and the purchase of the Phase 2 Property and (ii) provide for release of the applicable option upon closing of construction financing and timely commencement of construction on the applicable Phase (for the Property subject to that Phase). Pending execution of the Restated Option Agreement, the Commission shall not exercise any termination rights arising solely from the passage of dates or milestones previously contemplated under the Option to Purchase Agreement, provided that the Developer continues to proceed diligently and in good faith with advancement of the Project and is not in material default of this Agreement, as reasonably determined by the Commission. The Parties agree to cooperate in good faith to enter into the Restated Option Agreement (and termination of the existing Option to Purchase Agreement) within ninety (90) days after the Effective Date and that, until the Restated Option Agreement and any memorandum thereof are fully executed and recorded, the existing Option to Purchase Agreement shall remain in full force and effect without modification. Except as expressly modified herein, all rights of the Commission under the Development Agreement and the Option to Purchase Agreement are preserved. (h) Other Agreements. The Parties acknowledge that the foregoing continuing rights and obligations do not amend or supplement the continuing obligations of the Commission under the Development Agreement and Confirmation Agreement. 5. Satisfaction of Project Support/Commitments. The Parties acknowledge that in addition to providing the Funding Amount, plus sums necessary to complete Local Public Improvements (and delivery of the Phase 1 Property in pad -ready condition) (i) the Commission agreed in the Confirmation Agreement to provide certain support for the Project Plan, if and to the extent financial metrics were below an eight percent (8%) return on cost, (ii) the Developer has reduced this threshold to a seven and one-half percent (7.5%) return on cost at Developer risk, and (iii) the Commission and the Developer have worked together on overall project costs and return estimates to finalize support for advancement of the Phase 1 Project on the reduced return threshold ("Return Threshold"). In addition to the foregoing or other obligations of the Parties under the Development and Confirmation Agreement, the Parties agree that that the following commitments of the Commission constitute the Commission's intended forms of support for the Return Threshold. The Commission covenants and agrees: (a) To complete, at its expense, the Local Public Improvements as set forth on Exhibit C-1, in coordination with overall scheduling and coordination with the Developer and its contractors for the Phase 1 Project. (b) To work with the City of South Bend and the Indiana Economic Development Corporation ("IEDC") to pursue the issuance of a taxable economic development tax increment/innovation district development revenue bond in an estimated principal amount of Seventeen Million Nine Hundred Ninety Thousand Dollars ($17,990,000.00) bearing interest at seven and one-half percent (7.5%) (the "Bonds"), NOTICE TO COMMENCE AGREEMENT PAGE 4 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD subject to applicable approvals, market conditions, and legal requirements, and to structure such Bonds such that ninety percent (90%) of the tax increment revenues from the Phase 1 Project plus one hundred percent (100%) of any non -construction sales tax, income, and employment tax revenue are the sole source of repayment of the Bonds. The Parties acknowledge that such Bonds shall not constitute general obligations of the City of South Bend or the Commission, but rather shall be payable solely from the pledged revenues, including those pledged from taxes generated from the Phase 1 Project under the Innovation Development District ("IDD") Agreement (for the Phase 1 Site) between the City of South Bend and IEDC dated December 18, 2025. (c) Subject to approval by the IEDC, to remit to the Developer one hundred percent (100%) of any "construction sales tax" generated from the Phase 1 Project actually received by the Commission, City of South Bend (or otherwise deposited into the South Bend Downtown IDD Fund) from the State of Indiana and/or IEDC under the IDD Agreement, which the Parties have estimated will be One Million Six Hundred Eleven Thousand Seven Hundred Four Dollars ($1,611,704.00); provided, however, that such amount may be adjusted from time to time upon mutual written agreement of the Parties. Any such amounts shall be payable solely from the construction sales tax revenues described above, as actually received by the City of South Bend or as otherwise referenced above. Notwithstanding the foregoing, if and in the event the City of South Bend receives any such sales taxes in excess of the amount set forth above (as may be adjusted pursuant to this Section), the same shall be retained by City of South Bend and not paid to the Developer (or in the event such excess is paid to Developer, such excess shall be repaid by the Developer to the City of South Bend). The Commission agrees to cooperate in providing information, documentation, and authorizations reasonably necessary to obtain all necessary approvals from the IEDC in furtherance of the commitments set forth in this section without unnecessary delay. The Parties shall cooperate in good faith to enter into such agreements and take such additional actions as are reasonably necessary to facilitate the issuance of the Bonds and the pledge and implementation of IDD revenues contemplated herein, and shall not take any action, or fail to take any action, that would impair, delay, or prevent the capture of revenues contemplated herein. If IEDC approvals are not obtained, if the IDD revenues are otherwise not pledged, or if the Bonds are not issued, the Commission shall not be deemed to have breached this Agreement solely as a result thereof, provided, however, that the Commission shall support the provision of other lawful forms of support for the Project Plan intended to address the financing components described above that are not otherwise approved or implemented, consistent with the Development Agreement and Confirmation Agreement and applicable law, subject to applicable approvals, including approvals of other City bodies where required, the lawful availability of funds, and the terms of any applicable Notice to Commence or other agreement between the Parties. Notwithstanding the foregoing, if and in the event such alternative financing components do not materialize as intended and the Project is terminated, Developer and Commission will work together in good faith to determine those actual, reasonable, and documented out-of-pocket costs and fees incurred by Developer in pursuing the Project that are appropriate for reimbursement by the Commission, together with any amounts due under any other agreement between Developer and Commission, such as the Assignment of Project Funds Agreement. Once the IDD revenues have been pledged and Bonds issued, the Developer accepts the revenue performance risk associated therewith, and NOTICE TO COMMENCE AGREEMENT PAGE 5 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD nothing in this Section shall be construed to guarantee any specific level of IDD revenue or to require the Commission to supplement IDD revenues that fall short of projections. Nothing contained herein shall be interpreted as limiting the Commission's ability to utilize one or more lawful financing, reimbursement, revenue capture, infrastructure participation, lease, operational, or economic development tools in furtherance of the municipal participation framework contemplated herein and consistent with applicable Indiana statutory tools. 6. Reportin Obligations; Pledged IDD Revenues Data Reporting. The Developer's obligations with respect to Sections 4.7 and 4.9 of the Development Agreement shall remain binding and unchanged. In addition, consistent with the requirements of I.C. 36-7-32.5- 16.5, the Developer acknowledges that contractors and subcontractors performing work at the project site will be required to maintain records of all state gross retail and use taxes paid or collected for tangible personal property incorporated into the project and to report such information to the Indiana Department of Revenue on or before July 31 of each year. Additionally, for so long as the Bond is outstanding and the pledge of IDD revenues contemplated under Section 5 have been approved by IEDC are in effect, the Developer shall incorporate (or cause to be incorporated) reporting requirements in (i) any existing or future contract or other agreement with any contractor, subcontractor, materialmen, vendor or other person or entity performing work or services at the Project, or (ii) in any existing or future lease with any lessee or tenant within the Project, to require such contractor, subcontractor, materialmen, vendor, lessee, tenant or other person or entity performing work or services at the Project to report to the Commission on or before each September 1, the following information for the immediately preceding Fiscal Year: (a) Any gross retail and use tax incurred and paid by any contractor with regard to tangible personal property incorporated into real property that is located in the Project; and (b) State gross retail tax, collected by a business for sales occurring at a physical location of the business in the Project; and (c) State use tax, incurred with regard to property used in the Project; and (d) Wages and salaries of employees employed in the Project; and (e) Wages and salaries of individuals who are not employees with respect to income received for services performed in the Project; and (f) The number of permanent full-time employees employed at the Project. The Developer shall use commercially reasonable efforts to ensure that the required reporting provisions are included in all such contracts, agreements, and leases but shall not be deemed in default of this Section to the extent any third party fails to provide information that is not within the Developer's possession or control. The Developer shall be solely responsible for collecting and verifying any data provided pursuant to this Section. 7. Phase 2; Future Notice to Commence. The Parties acknowledge and agree that the Project has been contemplated as a multi -phase development, with Phase 2 consisting of additional residential, commercial, and related components to be developed in connection with the NOTICE TO COMMENCE AGREEMENT PAGE 6 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD overall Madison Lifestyle District. The Parties acknowledge that the scope, timing, and configuration of Phase 2 have not yet been finalized, and that Phase 2 development will be subject to further planning, underwriting, and mutual agreement of the Parties. The Parties mutually reserve the right to initiate a separate notice to commence process for Phase 2 of the Project (a "Phase 2 Notice to Commence"). The Parties agree to work cooperatively and in good faith to initiate the Phase 2 Notice to Commence process no later than October 31, 2027. The Phase 2 Notice to Commence shall be a standalone operative document, developed collaboratively by the Parties, and shall address the scope, economics, municipal participation framework, timing, and implementation details applicable to Phase 2. The Parties mutually acknowledge and preserve their respective rights under the Development Agreement with respect to Phase 2. 8. Miscellaneous. (a) Counte arts• Electronic Signatures. This Commencement Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding. (b) Entire Agreement; Amendments. This Commencement Agreement, together with the Development Agreement, Confirmation Agreement, and all prior amendments thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof. This Commencement Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. (c) Governing Law. This Commencement Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Venue for any dispute arising hereunder shall be in the courts of St. Joseph County, Indiana. (d) Authority. Each Party represents and warrants that it has full power and authority to execute this Commencement Agreement and to perform its obligations hereunder, and that the persons executing this Commencement Agreement on behalf of each Party are duly authorized to do so. (e) Notices. All notices under this Commencement Agreement shall be in writing and delivered in accordance with the notice provisions of the Development Agreement, to the addresses on file for each Party, including any updated address as filed with the Commission. [Signature Page Follows] NOTICE TO COMMENCE AGREEMENT PAGE 7 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD IN WITNESS WHEREOF, the Parties have executed this Notice to Commence Agreement effective as of the Effective Date first written above. SOUTH BEND REDEVELOPMENT COMMISSION By: Name: David Relos Title: President ATTEST: By: _ Name: Gillian Shaw Title: Commissioner GREAT LAKES CAPITAL DEVELOPMENT LLC By: EVacuSigntd by: fbr-�� aarFRdA7 Name: Bradley J. Toothaker Title: Manager NOTICE TO COMMENCE AGREEMENT PAGE 8 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD Exhibit B-1 Project Plan Subject to the Mutual Project Diligence, the Developer will complete the construction of a development known as the "Madison Lifestyle District," which shall include the following components, all in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: Phase 1 Construction of a multi -family residential apartment building with approximately one hundred ninety (190) units; and + Construction of nationally branded, upscale select -service, design -driven, and experience - focused hotel consisting of one hundred nineteen (119) guest rooms, together with a ground -floor cafe -style restaurant and hospitality amenities accessible to the public. Phase 2 Construction of a mixed -use building consisting of approximately ninety (90) residential apartment units, a portion of which shall be designated as workforce housing units, and retail space totaling not less than seven thousand (7,000) square feet. It is understood and agreed by the Parties that the scope, program, and timeline for Phase 2 of the Madison Lifestyle District may be modified from time to time, subject to the mutual written agreement of the Parties, provided that any such modifications remain consistent with the overall development vision for the Madison Lifestyle District and the surrounding neighborhood, and otherwise comply with the terms and conditions of this Agreement. Each phase of the Project shall be deemed complete upon the issuance of Certificates of Occupancy pertaining for all components included within such phase, as described above. NOTICE TO COMMENCE AGREEMENT— EXHIBIT 13-1 PAGE 1 Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD Exhibit C-1 Description of Local Public Improvements Subject to the Mutual Project Diligence, the Commission will complete, or cause to be completed, the following work in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations: Phase 1 ■ Construction of a cast -in -place concrete parking structure with approximately six hundred twenty-five (625) parking spaces; ■ Improvements in pedestrian crossings on streets on and around the development site; and ■ Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties, which may include, but is not limited to, site work, material purchases, or the exterior envelope of garage/multifamily structure. Phase 2 ■ Construction of a precast concrete parking structure with approximately three hundred (300) parking spaces; and • Any other local public improvements eligible to be paid from tax increment finance revenues as agreed upon between the Parties. It is understood and agreed by the Parties that the Commission will, at its sole cost and expense, cause the Local Public Improvements to be completed and deliver the Project Property in pad ready condition (as contemplated in the Confirmation Agreement). NOTICE TO COMMENCE AGREEMENT —EXHIBIT C-I PAGE I Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD EXHIBIT 1 Description of Property Subject to Transfer to the Commission Pursuant to Section 3 Parcel Key Number: 71-08-01-358-001.000-026 Local Parcel Number: 018-1003-0100 Legal Description: Lot 176 Ex 55'E End O P So Bend Commonly Known As: 336 N. Main Street Parcel Key Number: 71-08-01-358-005.000-026 Local Parcel Number: 018-1003-0101 Legal Description: 55'E End Lot 176 O P So Bend & W 1/2 Vac alley E & adj 25/26 VAC ORD #11137-24 10/01/2024 Commonly Known As: 114 W. Madison Street Parcel Key Number: 71-08-01-358-002.000-026 Local Parcel Number: 018-1003-0102 Legal Description: N 30 Ft Lot 175 O P So Bend & W 1/2 Vac alley E & adj 25/26 VAC ORD # 1113 7-24 10/1/2024 Commonly Known As: 328 N. Main Street Parcel Key Number: 71-08-01-358-003.000-026 Local Parcel Number: 018-1003-0103 Legal Description: 36 Ft S Side Lot 175 O P So Bend & W 1/2 Vac alley E & adj 25/26 VAC ORD #11137-24 10/01/2024 Commonly Known As: 324 N. Main Street Parcel Key Number: 71-08-01-358-006.000-026 Local Parcel Number: 018-1003-0112 Legal Description: Lot 169 & 25'N End Lot 170 O P So Bend & E 1/2 Vac alley W & adj 25/26 VAC ORD #11137-24 10/01/2024 Commonly Known As: 333 N. Dr. Martin Luther King Jr. Boulevard Parcel Key Number: 71-08-01-358-007.000-026 Local Parcel Number: 018-1003-0111 Legal Description: Lot 171 & So 41ft Lot 170 & N 1/2 Vac Alley S & adj Op South Bend & E 1/2 Vac alley W & adj 25/26 VAC ORD #11137-24 10/01/2024 Commonly Known As: 321 N. Dr. Martin Luther King Jr. Boulevard Parcel Key Number: 71-08-01-358-008.000-026 Local Parcel Number: 018-1003-0107 Legal Description: Lot 172 & S 1/2 Vac Alley N & adj OP South Bend & E 1/2 Vac alley W & adj 25/26 VAC ORD #11137-24 10/01/2024 Commonly Known As: 309 N. Dr. Martin Luther King Jr. Boulevard Parcel Key Number: 71-08-12-103-002.000-026 Local Parcel Number: 018-1003-0125 NOTICE TO COMMENCE AGREEMENT —EXHIBIT I PAGE I Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD Legal Description: Lots 72 & 73 O P South Bend & E 1/2 Vac alley W & adj 25/26 VAC ORD # 11137-24 10/01 /2024 Commonly Known As: 307 N. Dr. Martin Luther King Jr. Boulevard Parcel Key Number: 71-08-01-359-001.000-026 Local Parcel Number: 018-1003-0117 Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend Commonly Known As: 332 N. Dr. Martin Luther King Jr. Boulevard Parcel Key Number: 71-08-01-359-005.000-026 Local Parcel Number: 018-1003-0118 Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend Commonly Known As: 110 E. Madison Street NOTICE TO COMMENCE AGREEMENT — EXHIBIT I PAGE 2