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HomeMy WebLinkAbout09-10-2018 Agenda Packet1 SOUTH BEND COMMON COUNCIL M EETING A GENDA Monday, September 10, 2018 7:00 P.M. 1.INVOCATION- PASTOR SCOTT PHENIS- CHRISTIAN CENTER CHURCH 2.PLEDGE TO THE FLAG 3.ROLL CALL 4.REPORT FROM THE SUB-COMMITTEE ON MINUTES 5.SPECIAL BUSINESS BILL NO. 18-41 A RESOLUTION CONGRATULATING THE SOUTH BEND EASTSIDE YOUTH CAL RIPKEN BASEBALL AND SOFTBALL TEN (10) YEAR OLDS FOR MAKING IT TO THE WORLD SERIES PLACING FORTH (4TH) PLACE AND RECEIVING THE SPORTSMANSHIP AWARD OF THE SERIES. 6.REPORTS FROM CITY OFFICES 7.COMMITTEE OF THE WHOLE TIME: ______ 8.BILLS ON THIRD READING TIME:______ 9.RESOLUTIONS BILL NO. 18-42 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4461-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 106-110 NORTH MAIN ST., SOUTH BEND, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR HISTORIC JMS BUILDING, LLC 18-43 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4467-15 DESIGNATING CERTAIN 2 AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 122 CALLANDER ST., SOUTH BEND, IN 46614 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (6) SIX YEAR REAL PROPERTY TAX ABATEMENT FOR JSK DEVELOPMENT, INC./IRELAND HOSPITALITY, LLC 18-44 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4467-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 121 SOUTH ST. JOSEPH ST., SOUTH BEND, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (9) NINE YEAR REAL PROPERTY TAX ABATEMENT FOR JSK DEVELOPMENT, INC./SOUTHHOLD, LLC 18-45 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION 4456-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 111 SOUTH ST. JOSEPH ST., SOUTH BEND, IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TWO (2) YEAR VACANT BUILDING TAX ABATEMENT FOR JSK DEVELOPMENT, INC./SOUTHHOLD, LLC 18-46 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4512-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 635 S. LAFAYETTE BLVD., SOUTH BEND, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR RDISTRICT ONE, LLC 18-47 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4596-16 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 FOUNDATION CT, SOUTH BEND, IN 46628 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE (5) YEAR PERSONAL PROPERTY TAX ABATEMENT FOR IMAGINEERING ENTERPRISES, INC. 18-48 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4594-16 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 FOUNDATION CT, SOUTH BEND, IN 46628 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (6) SIX YEAR REAL PROPERTY TAX ABATEMENT FOR IMAGINEERING ENTERPRISES, INC. 3 18-49 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4501-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 WEST WASHINGTON STREET AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR HOTEL LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC 18-50 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4503-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 WEST WASHINGTON STREET AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR PARKING GARAGE LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC 18-51 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4502-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 WEST WASHINGTON STREET AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR RETAIL PROPERTY LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC 18-52 A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4506-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 WEST WASHINGTON STREET AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A (10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR APARTMENTS LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC 10. BILLS ON FIRST READING BILL NO. 42-18 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, APPROPRIATING ADDITIONAL FUNDS FOR CERTAIN DEPARTMENTAL AND CITY SERVICES OPERATIONS IN 2018 OF $672,857 FROM ECONOMIC DEVELOPMENT STATE GRANT (#210), $1,000,000 FROM DCI GRANT FUND (#212), $5,000 FROM GIFT/DONATION/BEQUEST FUND (#217), $699,700 FROM LIABILITY INSURANCE PREMIUM RESERVE (#226), ($960,000) FROM LOIT 2016 SPECIAL DISTRIBUTION (#257), ($337,632) FROM LOCAL ROAD & BRIDGE GRANT (#265), $28,100 FROM ECONOMIC REVENUE BOND (#281), ($55,000) FROM COVELESKI STADIUM CAPITAL (#401), ($124,050) FROM UDAG (#410), $28,100 FROM REDEVELOPMENT 4 GENERAL (#433), AND $650 FROM SMART STREETS DEBT SERVICE (#756). 43-18 FIRST READING ON AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, FOR BUDGET TRANSFERS FOR VARIOUS DEPARTMENTS WITHIN THE CITY OF SOUTH BEND, INDIANA FOR THE YEAR 2018 44-18 FIRST READING ON AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,205,000 OF CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2018 (POTAWATOMI ZOO PROJECT) AND AUTHORIZING AND APPROVING OTHER ACTIONS IN RESPECT THERETO 11. UNFINISHED BUSINESS 12. NEW BUSINESS 13. PRIVILEGE OF THE FLOOR 14. ADJOURNMENT TIME: _________ Notice for Hearing and Sight Impaired Persons Auxiliary Aid Or Other Services Are Available Upon Request At No Charge. Please Give Reasonable Advance Request When Possible. In the interest of providing greater public access and to promote greater transparency, the South Bend Common Council agenda has been translated into Spanish. All agendas are available online from the Council’s website, and also in paper format in the Office of the City Clerk, 4th Floor County-City Building. Reasonable efforts have been taken to provide an accurate translation of the text of the agenda, however, the official text is the English version. Any discrepancies which may be created in the translation, are not binding. Such translations do not create any right or benefit, substantive or procedural, enforceable at law or equity by a party against the Common Council or the City of South Bend, Indiana. MEMORANDUM TO: MEMBERS OF THE COMMON COUNCIL FROM: KAREEMAH FOWLER, CITY CLERK DATE: SEPTEMBER 6, 2018 SUBJECT: COMMITTEE MEETING NOTICE The following Common Council Committee Meetings have been scheduled for MONDAY, SEPTEMBER 10, 2018: Council Informal Meeting Room 4th Floor County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 4:00 P.M. COMMUNITY INVESTMENT GAVIN FERLIC, CHAIRPERSON 1.Bill No. 18-42- Modifying and Reconfirming Resolution for Historic JMS Building 2.Bill No. 18-43- Modifying and Reconfirming Resolution for JSK Development (Ireland Hospitality/Holiday Inn Express) 3.Bill No. 18-44- Modifying and Reconfirming Resolution for JSK Development (Southhold/Courtyard Marriott Downtown) 4.Bill No. 18-45- Modifying and Reconfirming Resolution for JSK Development (Southhold/Hall of Fame) 5.Bill No. 18-46 - Modifying and Reconfirming Resolution for RDistrict One (Studebaker Building 84) 6.Bill No. 18-47- Modifying and Reconfirming Resolution for Imagineering Enterprises (Personal Property) 7.Bill No. 18-48- Modifying and Reconfirming Resolution for Imagineering Enterprises (Real Property) 8.Bill No. 18-49- Modifying and Reconfirming Resolution for Tower at Washington (Hotel) 9.Bill No. 18-50- Modifying and Reconfirming Resolution for Tower at Washington (Parking Garage) 10.Bill No. 18-51- Modifying and Reconfirming Resolution for Tower at Washington (Retail) 11.Bill No. 18-52- Modifying and Reconfirming Resolution for Tower at Washington (Apartments) Council President Tim Scott has called an Informal Meeting of the Council which will commence immediately after the adjournment of the Community Investment Committee Meeting INFORMAL MEETING OF THE COMMON COUNCIL TIM SCOTT, PRESIDENT 1.Discussion of Council Agenda 2.Update and Announcements 3. Adjournment cc: Mayor Pete Buttigieg Committee Meeting List Media NOTICE FOR HEARING AND SIGHT IMPAIRED PERSONS Auxiliary Aid or Other Services may be Available upon Request at No Charge. Please give Reasonable Advance Request when Possible 2 2018 COMMON COUNCIL STANDING COMMITTEES (Rev. 06-14-18) COMMUNITY INVESTMENT COMMITTEE Oversees the various activities of the Department of Community Investment. This Committee reviews all real and personal tax abatement requests and works closely with the Business Development Team. Gavin Ferlic, Chairperson Oliver J. Davis, Member Regina Williams-Preston, Vice-Chairperson Sharon L. McBride, Member COMMUNITY RELATIONS COMMITTEE Oversees the various activities of the Engagement and Economic Empowerment, Neighborhood Development, and Community Resources Teams within the City’s Department of CI and is charged with facilitating partnerships and ongoing communications with other public and private entities operating within the City. Regina Williams-Preston, Chairperson Jake Teshka, Member Sharon L. McBride, Vice-Chairperson Karen L. White, Member COUNCIL RULES COMMITTEE Oversees the regulations governing the overall operation of the Common Council, as well as all matters of public trust. Its duties are set forth in detail in Section 2-10.1 of the South Bend Municipal Code. Tim Scott, Member Gavin Ferlic, Member Jake Teshka, Member Karen L. White, Member HEALTH AND PUBLIC SAFETY COMMITTEE Oversees the various activities performed by the Fire and Police Departments, EMS, Department of Code Enforcement, ordinance violations, and related health and public safety matters. Jo M. Broden, Chairperson Oliver J. Davis, Member John Voorde, Vice-Chairperson Karen L. White, Member INFORMATION AND TECHNOLOGY COMMITTEE- Innovation Oversees the various activities of the City’s Department of Innovation, which includes the Divisions of Information Technology and 311 so that the City of South Bend remains competitive and on the cutting edge of developments in this area. Reviewing and proposing upgrades to computer systems and web sites, developing availability and access to GIS data and related technologies are just some of its many activities. Tim Scott, Chairperson Gavin Ferlic, Member Jake Teshka, Vice-Chairperson Sharon L. McBride, Member PARC COMMITTEE- Venues Parks and Arts (Parks, Recreation, Cultural Arts & Entertainment) Oversees the various activities of the Century Center, College Football Hall of Fame, Four Winds Stadium, Morris Performing Arts Center, Studebaker National Museum, South Bend Regional Museum of Art, Potawatomi Zoo, My SB Trails, DTSB relations, and the many recreational and leisure activities offered by the Department of Venues Parks and Arts. Sharon L. McBride, Chairperson Oliver J. Davis, Member Gavin Ferlic, Vice-Chairperson John Voorde, Member 2018 COMMON COUNCIL STANDING COMMITTEES (Rev. 06-14-18) PERSONNEL AND FINANCE COMMITTEE Oversees the activities performed by the Department of Administration and Finance, and reviews all proposed salaries, budgets, appropriations and other fiscal matters, as well as personnel policies, health benefits and related matters. Karen L. White, Chairperson Regina Williams-Preston, Member Gavin Ferlic, Vice-Chairperson John Voorde, Member PUBLIC WORKS AND PROPERTY VACATION COMMITTEE Oversees the various activities performed by the Building Department, the Department of Public Works and related public works and property vacation issues. John Voorde, Chairperson Jo M. Broden, Member Sharon L. McBride, Vice-Chairperson Gavin Ferlic, Member RESIDENTIAL NEIGHBORHOODS COMMITTEE Oversees the various activities and issues related to neighborhood development and enhancement. Karen L. White, Chairperson Regina Williams-Preston, Member Jo M. Broden, Vice-Chairperson John Voorde, Member UTILITIES COMMITTEE Oversees the activities of all enterprise entities including but not limited to the Bureau of Waterworks, Bureau of Sewers and all related matters. Jake Teshka, Chairperson Sharon L. McBride, Member Oliver J. Davis, Vice-Chairperson Regina Williams-Preston, Member ZONING AND ANNEXATION COMMITTEE Oversees the activities related to the Board of Zoning Appeals, recommendations from the Area Plan Commission and the Historic Preservation Commission, as well as all related matters addressing annexation and zoning. Oliver J. Davis, Chairperson Gavin Ferlic, Member John Voorde, Vice-Chairperson Jo M. Broden, Member ________________ SUB-COMMITTEE ON MINUTES Reviews the minutes prepared by the Office of the City Clerk of the regular, special and informal meetings of the Common Council and makes a recommendation on their approval/modification to the Council Tim Scott Jake Teshka 2018 COMMON COUNCIL STANDING COMMITTEES (Rev.02-26-18) TIM SCOTT, 1ST District Council Member President Information and Technology, Chairperson Council Rules Committee, Member Sub-Committee on Minutes, Member REGINA WILLIAMS-PRESTON 2nd District Council Member Community Relations Committee, Chairperson Residential Neighborhood Committee, Member Community Investment Committee, Vice-Chairperson Personnel & Finance Committee, Member Utilities Committee, Member SHARON L. MCBRIDE, 3rd District Council Member PARC Committee, Chairperson Community Investment Committee, Member Community Relations Committee, Vice Chairperson Information & Technology Committee, Member Public Works & Property Vacation, Vice Chair Utilities Committee, Member JO M. BRODEN, 4TH District Council Member Health and Public Safety Committee, Chairperson Public Works & Property Vacation, Member Residential Neighborhood Committee, Vice-Chairperson Zoning & Annexation Committee, Member JAKE TESHKA, 5TH District Council Member Utilities Committee, Chairperson Council Rules Committee, Member Information and Technology Committee, Vice-Chairperson Sub-Committee on Minutes, Member Community Relations Committee OLIVER J. DAVIS, 6TH District Council Member Vice President Zoning & Annexation Committee, Chairperson Community Investment Committee, Member Utilities Committee, Vice-Chairperson Health & Public Safety Committee, Member PARC Committee, Member GAVIN FERLIC, AT LARGE Council Member Chairperson, Committee of the Whole Community Investment Committee, Chairperson Information & Technology Committee, Member PARC Committee, Vice-Chairperson Public Works & Property Vacation, Member Personnel & Finance Committee, Vice-Chairperson Zoning & Annexation Committee, Member Council Rules Committee, Member KAREN L. WHITE, AT LARGE Council Member Residential Neighborhood Committee, Chairperson Community Relations Committee, Member Personnel & Finance Committee, Chairperson Council Rules Committee, Member Health & Public Safety Committee, Member JOHN VOORDE, AT LARGE Council Member Public Works & Property Vacation, Chairperson Residential Neighborhood Committee, Member Health and Public Safety, Vice-Chairperson PARC Committee, Member Zoning & Annexation Committee, Vice-Chairperson Personnel & Finance Committee, Member CITY OF COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5, 2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend,, IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC, JSK Development Inc., RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation period for previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation period for the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form II) within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying ahd reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC, JSK Development Inc., RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIEL]. BuCKENMEYER Ar.KEYNA ALDRIDGE PAMELA MEYER Tu! CORCORAN BUSINESS DEVELOPMENT ENGAGEMENT & ECONOMIC EMPOWERMENT NEIGHBORHOOD DEVELOPMENT PLANNJNG & COMMUNITY RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building j 227 W. Jefferson Blvd. j South Bend, Indiana 46601 I p 574.235. 9371 I www.southbendin.gov BILL NO. 18-42 CITYOFSOUTHBEND I COMMUNITY INVESTMENT i These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a foam. 11 from the St. Joseph County Assessor Office in July 2018. Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 I new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph I County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. JSK Development eland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017. JSK Development(Southhold/Courtyard Marriott Downto)yn): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to p urchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 newjobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. S Page 2 I I CITY OF SOUTH BEND I COMMUNITY INVESTMENT Ima eering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington LHotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs. The company received a form 11 from the St.Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since 1 I Daniel J. uckenmeyer Director of Business Development f I I f 4 1 1t l j f{ t 4{ i} I Page 3 i I Filed in Clerk's Office SEP 0 5 2018 I KAREE vtAH f OV ILER CITY CLERK,SOUTH BEND.IN develop invest i August 1, 2018 j I Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W. Jefferson Blvd., Suite 14005 South Bend,IN 46601 Re: Historic JMS Building,LLC. I Resolution Number 4461-15 Dear Mr.Buckenmeyer, i I We are writing to ask for your support and favorable recommendation to extend the 2-year expiration of the Declaratory Resolution 4461-15 for the Historic JMS Building,LLC, from June 22,2017 to August 3151,2018. There was no assessed value increase as of January 1, 2017 made by the Assessor. We have been waiting for the increase to file the Application for Deduction from Assessed Valuation of Structures in Economic Revitalization Areas(Form 322). The Form 11 reflecting the increase was sent July 17th,2018. The 322 form was subsequently filed on July 27th,2018. See attached file. All CF-1's have been filed in a timely manner since the inception of the Declaratory Resolution. l The actual private investment of this project was$8,399,294. The project opened on March 15, 2017. There have been 3 jobs created(0 were anticipated). Thank you in advance for your support on this matter. Should you need additional information,please contact Jamie Ruiz at(574)968-9266. I i Sincerel I I Bradley Toothaker Manager i Treat lakes Capital 112 Nest Jefferson Blvd.,Ste 200 Soudi Bend,INT 46601 574-251-4400 i f FE C Filed in Clerk's Office I BILL NO. 18-42 SEP 0 5 2018 RESOLUTION NO. KAREEMIAH FOWLER CITY CLERK,SOUTH SEND,IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOP DECLARATORY RESOLUTION NO. 4461-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 106-110 North Main St., South Bend, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR Historic JMS Building, LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4449-15 designated the area located at 106-110 North Main Street, South Bend, IN 46601 and which is more particularly described as follows: Key Number 018-1008-0330—Lot 21 Ex 5' N End & Ex 26' E Side Original Plat 99-010 Split to 033003 Trans 9773 10-7-98 Key Number 018-1008-033003 —20.33' X 70' Nw Cor Lot 20 Original Plat 99-00 Split Fr 0330 Per 9773 10-7-8 Key Number 018-1008-0331 - LOT 20 8X40 FT S SIDE OF 40 FT X 18 FT NE COR&MID PT N END LOTS 19&20 62 1/2 FT ON WASH ST X 1112-3 FT DEEP O P SO BEND and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4461-15, confirming the adoption of Declaratory Resolution No. 4449-15 on June 25, 2015; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4461-15, which expired on June 25, 2017; however, the project has not been assessed until July 2018; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4449-15 and Confirming Resolution No. 4461-15 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4449-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2—95% Year 3 — 80% Year 4—65% Year 5 —50% Year 6—40% Year 7—30% Year 8—20% Year 9— 10% Year 10—5% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION 4461-15 Passed by the Common Council of the City of South Bend,Indiana June 22,15 20 . t-:\ 9 Attest: C'City Clerk Attest• President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana June 23 20 15 City Clerk Approved and signed by me J V n f— 20 i T RESOLUTION NO. A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND,INDIANA, COMMONLY KNOWN AS 106-110 North Main St.,South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A(10)TEN YEAR REAL PROPERTY TAX ABATEMENT FOR Historic JMS Building, LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS, a Declaratory Resolution designated the area commonly known as 106-110 North Main St.,South Bend,IN 46601 and which is more particularly described as follows: Key Number 018-1008-0330—Lot 21 Ex 5'N End&Ex 26'E Side Original Plat 99-010 Split to 033003 Trans 9773 10-7-98 Key Number 018-1008-033003—20,33' X 70'Nw Cor Lot 20 Original Plat 99-00 Split Fr 0330 Per 9773 10-7-8 Key Number 018-1008-0331 -LOT 20 8X40 FT S SIDE OF 40 FT X 18 FT NE COR&MID PT N END LOTS 19&20 62 1/2 FT ON WASH ST X 111 2-3 FT DEEP 0 P SO BEND be designated as an Economic Revitalization Area;and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5;and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two(2)calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of(10) ten years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend,and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sea. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member o Common Counci Filed in MAY 2 a 2015 PRESENTED NOT APPROIRD Ury CLEW.ay. F.i47.!N ADOPTW 5 UTHeF 227 W.JEFFERSON BOULEVARD PHONE:574/235-9371 SUITE 1400 S. FAx:574/235-9021 SOUTH BEND,IN 46601-1830 f865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 19,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Real Property Tax Abatement Petition for:Historic JMS Building,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a real property tax abatement petition for Historic JMS Building,LLC's downtown renovation: Department of Community Investment's summary report Copy of the petition Statement of Benefits form Supporting information. The report contains the Department's findings relative to the above petition. The total cost for the construction is estimated at$7,600,000. The project meets the qualifications for a 10)ten year real property tax abatement and a representative from Historic JMS Building LLC will be available to meet with the Committee on Tuesday,May 26,2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely, 0 /Itl Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING - NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES JlTM KAIN PAMELA C.MEYER CHRIS FIELDNO BROCKZEEB STATEMENT OF BENEFITS REAL ESTATE IMPROVEMENTS 20_PAY 20_ State Form 51767(R4 12-13) FORM SB-1 I Real PropertyPrescribedbytheDepartmentofLocalGovernmentFinance PRIVACY NOTICEThisstatementisbeingcompletedforrealpropertythatqualifiesunderthefollowingIndianaCode(check one box) The cost and any specific individual'sRedevelopmentorrehabilitationofrealestateimprovements(IC 6-1.1-12.1-4) salary information is confidential;theElResidentiallydistressedarea(IC 6-1.1-12.1-4.1) balance of the filing is public record per IC 6-1.1-12.1-5 1(c)and(d). INSTRUCTIONS: 1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requiresinformationfromtheapplicantinmakingitsdecisionaboutwhethertodesignateanEconomicRevitalizationArea. Otherwise.this statement must besubmittedtothedesignatingbodyBEFOREtheredevelopmentorrehabilitationofrealpropertyforwhichthepersonwishestoclaimadeduction.Projects"planned or committed to after July 1. 1987.and areas designated after July 1, 1987,require a STATEMENT OF BENEFITS. (1C 6-1.1-12.1)2 Approval of the designating body(City Council Town Board, County Council,etc.)must be obtained prior to initiation of the redevelopment orrehabilitatton.BEFORE a deduction may be approved. 3. To obtain a deduction,a Form 3221RE must be filed with the County Auditor before May 101n the year in which the addition to assessed valuation ismadeornotlaterthanthirty(30)days after the assessment notice is mailed to the property owner if it was mailed after April 10. If the property ownermissestheMay10deadlineintheinitialyearofoccupation,he can apply between March 1 and May 10 of a subsequent year4. Property owners whose Statement of Benefits was approved after June 30, 1991 must attach a Form CF-1 1Real Property annually to the application toshowcompliancewiththeStatementofBenefits. (IC 6-1.1-12.1-5.1(b)and IC 6-1.1-12.1-5.30)). 5. The schedules established under IC 6-1.1-12.1-4(d)for rehabilitated property apply to any economic revitalization areas designated after June 30,2000,unless an alternative deduction schedule is adopted by the designating body(1C 6-1.1-12.1-17). The schedules effective prior to July 1.2000,shallcontinuetoapplytoeconomicrevitalizationareasdesignatedbeforeJuly1.2000, orly, Name of taxpayer Historic JMS Building LLC Address of taxpayer(number and street city,state.and ZIPcode) 112 West Jefferson Blvd.,Suite 200,South Bend,IN 46601 Name of contact person Telephone number E-mail addressBradleyToothaker 574 251-44001 bloothaker @greatlakescapital.com Name of designating body rl' n nurpSouthBendCommonCouncilResolu — Location of property County DLGF taxing district number106-110 North Main Street,South Bend,St Joseph County,IN Descnption of real property improvements,redevelopment,or rehabilitation ruse additional sheets if necessary) Estimated start sate(month.day.year) July 1.2015 Renovation of historic office structure built in 1909.Improvements will result in repositioning of the property into high end market rate apartments and gr Estimated completion dale(month.day,year) March 1,2016 Number t t -• Current number Salaries ned Salaries Number additional Salaries 0 6 average of S 10 00/hr 1 t •'• log, I REAL ESTATE IMPROVEMENTS COST ASSESSED VALUECurrentvalues2,400,000 Plus estimated values of proposed project 7,600,000 Less values of any property being replaced Net estimated values upon completion of prti act 10,000,000 Estimated solid waste converted(pounds) Estimated hazafde"&ww-4e-c&werted{pou Other benefits 4 '015 JOK SIX CITY CLERK,SOUTH i3END,IN I hereby certify that the re resentati ns in this statement are true. Signature of autho re n tip rue Date signed(month,day,year) Page 1 of 2 1 We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passedunderIC6-1.1-12.1,provides for the following limitations: A. The designated area has been limited to a period of lime not to exceed calendar years'(see below), The dale this designationexpiresisb - Lo( S. The type of deduction that is allowed in the designated area Is limited to: 1,Redevelopment or rehabilitation of real estate improvements Yes No 2.Residentially distressed areas E.Yes ®No C. The amount of the deduction applicable is limited to$ a, -t w,% . D. Other limitations or conditions(specify) N'D r%2,_ E. The deduction is allowed for L-0 years"(see below). F. Did the designating body adopt an alternative deduction schedule per IC 6A A-12.1-17? (AYes ED NoIfyes,attach a copy of the alternative deduction schedule to this form. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and havedeterminedthatthetotalityofbenefitsissufficienttojustifythedeductiondescribedabove. Approved(signature and Lille of authorized member of designating body) Telephone number _ Dale st ned(month,day,year) R3 L( 7AHestedby ' nature and title of a et ) Designated boddyy CJiN If the desigbating body limits the time period during which an area is an economic revitalization area it does not limit the length of time a taxpayer isentitledtoreceiveadeductiontoanumberofyearsdesignatedunderIC6-1.1-12.1-4. A. For residentially distressed areas,the deduction period may not exceed five(5)years. B. For redevelopment and rehabilitation or real estate improvements: 1. If the Economic Revitalization Area was designated prior to July 1,2000.the deduction period is limited to three(3),six(6),or ten(10)years.2. If the Economic Revitalization Area was designated after June 30.2000.and is not in a residentially distressed area.the deduction period may notexceedten(10)years. Page 2 of 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 3rd day of June, 2015, serves as confirmation of a commitment by Historic JMS Building, LLC (the "Applicant"), pending a June 22, 2015 public hearing, to comply with the project description,job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to providing a (10) ten-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation and repositioning of a building located on property identified as 106- 110 North Main St., South Bend, IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$7,600,000 to renovate and reposition an existing building. This project will create 8 jobs in the first 5 years. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Seven Million Six Hundred Thousand $7,600,000 for the renovation of an existing building. (b) this project will create 8 jobs over the life of the abatement. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof, addressed as set forth below: If to Applicant:Historic JMS Building, LLC 112 West Jefferson Blvd. South Bend, IN 46601 Attn: Bryse Toothaker If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 r ttn: Brock Zeeb, Department of ommunity Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" Historic JMS Building, LLC City of end, Indiana Y y: Bry e Toothaker Tim Sco President, South Bend Common Council Approved as to Legal Adequacy and Form g Y: his /z ? y day of 3u vE , 2015. Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council y: Brock Zeeb Department of Community Investment Counsel for Applicant Y: --- Pete BuMgieg Mayor SBDS02 RJD 3266400 Filed in Clerk's Office OR liir/ tl p.E huE $ SEP 0 5 2018N a F• i AFREIfMTXH FOW E CITY OF SOUTHBENff=LE–j' —N COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5, 2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc.,Tower at Washington Square LLC. Dear Council Member Ferlic: i As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIELJ.BUCKENMEYER ALKEYNAALDRIDGE PAMEIA MEYER Tim CoRcoRAN Busni ms DEVELOPMENT ENGAGEMENT&ECONOMIC EMPOWERMENT NEIGHBORHOOD DEVELOPMENT PLANNwG&CoNomjNm REsoURGEs EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I wvvw.southbendin.gov BILL NO. 18.43 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a fall assessment values and as a result have not submitted required.forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building. The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph 1 County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor i Office. The designation period expired on June 22,2017. JSK Development eland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested$6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017.i JSK Development(Southhold/Courtyard Marriott Downtown):j The project was completed in April 2018. The company has invested $11 million and created 38 I new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. i JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period f extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the s property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. i Page 2 i f CITY OF SOUTH BEND j COMMUNITY INVESTMENT Ima ing_ eering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington fflotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs. The company received a form 11 from the St.Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since 1 , Daniel J. uckenmeyer Director of Business Development I i E i ff Page 3 e 3 1SK Development, Inc. 247 Dixieway North Filed in Clerk's Office South Bend, IN 46637 SEP 0 5 2018 September 4, 2018 KAREEMAIi FOWLER CITY CLERK,SOUTH BEND, IN Department of Community Investment City of South Bend 227 W.Jefferson Blvd.i South Bend, IN 46601 Re: Real Estate Tax Abatement for JSK Development/Ireland Hospitality,LLC(confirming resolution 4467-15) On June 23, 2015,JSK Development/Ireland Hospitality was awarded a six(6)year real property tax abatement for construction of a four-story Holiday Inn Express. The company has invested $6.5 million and created 17 new jobs.The construction was completed in April 2018. j i We never received Form 11 in our office subsequently Form 322/RE was never filed with St.s Joseph County Auditor's Office. The CF-1 forms have been filed in a timely manner since the inception of the Declaratory Resolution. We are requesting to extend a designation period for another year to a total of three years. Sincerely, Priti Patel, CFO JSK Development i I I FKAA d in Clerk's Office BILL NO. 18-43 SEP 0 5 2016 RESOLUTION NO. FOW LER CITY CLERK,S0l1Tl t BEND,IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4467-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 122 Callander St., South Bend, IN 46614 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 6) SIX YEAR REAL PROPERTY TAX ABATEMENT FOR JSK Development, Inc./Ireland Hospitality, LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4462-15 designated the area located at 122 Callandar St., South Bend, IN 46614 and which is more particularly described as follows: Key Number 023-1035-1759 —Lots 1&2 &N1/2 Vac Callender St S & Adj N Pt SW E of Hwy 029/10 Vac Ord 9885-08 Key Number 023-1035-1760—74.48 x 179.15' Beg 430'S Ireland Rd & E Line US 31 Ex W 10' to State &N1/2 Vac Callender St S & Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1761 —60 x 135' On Callander E of US 31 &N '/2 Vac Callender S &Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1767 — 110 x 141.32' Beg 420.17' E of E Line US 31 & Sl/2 Vac Callender St N &Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1768 — Irr Tr Beg 174.94' E & 673.04' S of Inter Us 31 & E & W C/L S1/2 Vac Callender St N &Adj Key Number 023-1035-1769—Irr Tr 118.25' E Side US 31 Beg 673.04' S of Ireland C/L & S1/2 Vac Callender St N & Adj and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4467-15, confirming the adoption of Declaratory Resolution No. 4462-15 on July 13, 2015; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4467-15, which expired on July 13, 2017; however, the project has not been assessed until July 2018; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4462-15 and Confirming Resolution No. 4467-15 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4462-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of six (6) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2-85% Year 3 —66% Year 4—50% Year 5—34% Year 6— 17% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. 2 Tim Scott, Council President South Bend Common Council RESOLUTION 4467-15 Passed by the Common Council of the City of South Bend,Indiana July 13,15 2Q^. Attest: L City Cleric Attest President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana July 14 15 zo.— City Clerk t I`l 16 Approved and signed by me J - 1 20—. MW RESOLUTIONNO. A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND,INDIANA, COMMONLY KNOWN AS 122 Callander St. South Bend, IN 46614 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A SIX(6)YEAR REAL PROPERTY TAX ABATEMENT FOR JSK Development,Inc./Ireland Hospitality,LLC WHEREAS,the Common Council of the City of South Bend,Indiana,has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS,a Declaratory Resolution designated the area commonly known as 122 Callander St.,South Bend,IN 46614 and which is more particularly described as follows: Key Number 023-1035-1759—Lots 1&2&N1/2 Vac Callender St S&Adj N Pt SW E of Hwy 029/10 Vac Ord 9885-08 Key Number 023-1035-1760—74.48 x 179.15'Beg 430'S Ireland Rd&E Line US 31 Ex W 10'to State&N1/2 Vac Callender St S&Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1761 —60 x 135' On Callander E of US 31 &N '/2 Vac Callender S&Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1767—110 x 141.32' Beg 420.17'E of E Line US 31 &S1/2 Vac Callender St N&Adj 09/10 Vac Ord 9885-08 Key Number 023-1035-1768—Irr Tr Beg 174.94' E&673.04'S of Inter Us 31 &E&W C/L&S 1/2 Vac Callender St N&Adj Key Number 023-1035-1769—Irr Tr 118.25' E Side US 31 Beg 673.04' S of Ireland C/L SI/2 Vac Callender St N&Adj and which has Key Numbers listed above be designated as an Economic Revitalization Area;and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two(2)calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION 11. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of(6)six years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2,Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sea. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Filed Ira V_y., :Office LMtSENTEI `"I jfOLTAPKOVMUTHnoun,IN 6OUT11 BF O l h i la/i O 227 W.JEFFERSONBouLEvARD 1 i PHONE:574/235-9371 SUITE 1400 S. o FAx:574/235-9021 SOUTH BEND,IN 46601-1830 w 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR June 15,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Real Property Tax Abatement Petition for: JSK Development,Inc./Ireland Hospitality,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a real property tax abatement petition for JSK Development Inc./Ireland Hospiltality,LLC: Department of Community Investment's summary report Copy of the petition Statement of Benefits form Supporting information. The report contains the Department's findings relative to the above petition. The total cost for the construction is estimated at$6,000,000. The project meets the qualifications for a 6) six year real property tax abatement. A representative from JSK Development, Inc./Ireland Hospitality, LLC will be available to meet with the Committee on Monday, June 22,2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES JmN KAIN PAMELA C.MEYER CHRIS FIELDING BROCK ZE® STATEMENT OF BENEFITS 20 15 PAY 20 16REALESTATEIMPROVEMENTS State Form 51767(R6/10-14)FORM SB-1 1 Reai Property Mme Prescribed by the Department of Local Government Finance PRIVACY NOTICEThisstatementisbeingcompletedforrealpropertythatqualifiesunderthefollowingIndianaCode(check one box): Any information concerning the costRedevelopmentorrehabilitationofrealestateimprovements(IC 6-1.1-12.1-4) of the property and specific salaries Residentially distressed area(IC 6-1.1-12.1-4.1) paid to individual employees by the pproperty owner is confidential per INSTRUCTIONS: IC 6-1.1-12.1-5.1. 1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requiresinformationfromtheapplicantinmakingitsdecisionaboutwhethertodesignateanEconomicRevitalizationArea. Otherwise,this statement must besubmittedtothedesignatingbodyBEFOREtheredevelopmentorrehabilitationofrealpropertyforwhichthepersonwishestoclaimadeduction. 2. The statement of benefits form must be submitted to the designating body and the area designated an economic revitalization area before the initiation oftheredevelopmentorrehabilitationforwhichthepersondesirestoclaimadeduction. 3. To obtain a deduction,a Form 3221RE must be filed with the County Auditor before May 10 in the year in which the addition to assessed valuation is made or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed afterApri110. A property owner whofailedtofileadeductionapplicationwithintheprescribeddeadlinemayrileanapplicationbetweenMarch1andMay10ofasubsequentyear4. A property owner who files for the deduction must provide the County Auditor and designating body with a Form CF-1/Real Property The Fromm CF-1/RealPropertyshouldbeattachedtotheForm322/RE when the deduction is first claimed and then updated annually for each year the deduction is applicable.IC 6-1.1-12.1-5.1(b) 5. For a Form SB-11Rea1 Property that is approved after June 30, 2013, the designating body is required to establish an abatement schedule for each deduction allowed. For a Form SB-11Real Property that is approved prior to July 1, 2013, the abatement schedule approved by the designating bodyremainsineffect. IC 6-1.1-12.1-17 SECTION Name of taxpayer IRELAND HOSPITALITY LLC Address of taxpayer(number and street,city,state,and ZIP code) 247 DIXIE WAY NORTH, SOUTH BEND IN 46637 Name of contact person Telephone number E-mail address A.J. PATEL 574 ) 320-2784 ajpatel97 @yahoo.com SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Name of designating body Resolution number _ SOUTH BEND CITY COUNCIL Fl Location of property County DLGF taxing district numberWESTENDCALLANDARST., SOUTH BEND, IN ST. JOSEPH Description of real property improvements,redevelopment,or rehabilitation(use additional sheets if necessary) Estimated start date(month,day,year)EXISTING BUILDINGS WILL BE REMOVED AND REPLACED WITH A 4 STORY,81 ROOM HOLIDAY INN JULY 1, 2015EXPRESS.THE NEW HOTEL WILL HAVE A CONFERENCE FACILITY,A BUSINESS CENTER,AN INDOOR Estimated completion date(month,day,year)POOL AND A FITNESS ROOM. JUNE 30, 2016 1Current number Salaries Number retained Salaries Number additional Salaries 0.00 1 $0.00 0.00 0.00 y 1 $305,000.00 REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 5el,3CP0, Plus estimated values of proposed project 6.000,DOO.00 Less values of any property being replaced Net estimated values upon completion of project Estimated solid waste converted(pounds) O.00 Estimated hazardous waste c y F,Other benefits Joklit CITY CLERK,S0UTH BEND,IN CERTIFICATIONSECTION6TAXPAYER I hereby certify that the representations in this statement are true. Signature of authorized representative Date signed(month,day,year) 5/26/2015 IP' ame of authorized represent e Title I ANANT PATEL MEMBER Page 1 of 2 6 We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A. The designated area hays been limited to a period of time not to exceed calendar years"(see below). The date this designation expires is ip- LL-1-0 C1 — i 8. The type of deduction that is allowed in the designated area is limited to: 1.Redevelopment or rehabilitation of real estate improvements J!Yes No 2.Residentially distressed areas fr Yes No C. The amount of the deduction applicable is limited to$ D. Other limitations or conditions(specify) iO©r2 E. Number of years allowed: Year 1 Year 2 Year 3 Year 4 Year 5 (*see below) Year 6 Year 7 Year 8 Year 9 Year 10 F. For a statement of benefits approved after June 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-17?es No It-yes,attach a copy of the abatement schedule to this form. If no,the designating body is required to establish an abatement schedule before the deduction can be determined. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and havedeterminedthatthetotalityofbenefitsissufficienttojustifythedeductiondescribedabove. Approved(signature and title of authorized member of designating body) Telephone number Date signed(month,day,year) t .Printed name of authorized member of designatl ody Name of designating body SJlr / L k1A Yv e ii VLAttestedby(signature and title of attester)Printed name of attester If the de i nating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time ataxpayerintitledtoreceiveadeductiontoanumberofyearsthatislessthanthenumberofyearsdesignatedunderIC6-1.1-12.1-17. A. For residentially distressed areas where the Form SB-1/Real Property was approved prior to July 1,2013,the deductions established in IC 6-1.1-12.1-4.1 remain in effect.The deduction period may not exceed five(5)years. For a Form SB-1/Real Property that is approved after June 30, 2013,the designating body is required to establish an abatement schedule for each deduction allowed. The deduction period may not exceed ten10)years. (See IC 6-1.1-12.1-17 below.) B. For the redevelopment or rehabilitation of real property where the Form SB-1/Real Property was approved prior to July 1,2013,the abatement schedule approved by the designating body remains in effect.For a Form SB-1/Real Property that is approved after June 30,2013,the designatingbodyisrequiredtoestablishanabatementscheduleforeachdeductionallowed.(See IC 6-1.1-12.1-17 below.) IC 6-1.1-12.1-17 Abatement schedules Sec.17.(a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: 1) The total amount of the taxpayer's investment in real and personal property. 2) The number of new full-time equivalent jobs created. 3) The average wage of the new employees compared to the state minimum wage. 4) The infrastructure requirements for the taxpayer's investment. b) This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. An abatement schedule may not exceed ten(10)years. c) An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires underthetermsoftheresolutionapprovingthetaxpayer's statement of benefits. i F F t F E ff S Page 2 of 2 i t t i MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 31st day of July, 2015, serves as confirmation of a commitment by JSK Development, Inc./Ireland Hospitality, LLC (the Applicant"), to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to providing a (9) nine-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the construction of a building located on property identified as 122 Callander St., South Bend, IN 46614 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$6,000,000 to construct a new four story, 81 room hotel. This project will create 14 jobs in the first year, representing an annual payroll of 305,760 upon opening. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal 1 t r Memorandum of Agreement Page 2 of 6 Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Six Million $6,000,000 for new building construction. (b) this project will create 14 jobs in the first year upon opening. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may Memorandum of Agreement Page 3 of 6 immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all Memorandum of Agreement Page 4 of 6 filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: If to Applicant:JSK Development, Inc./Ireland Hospitality, LC 47 North Dixieway South Bend, IN 46637 Attn: AJ Patel If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S Memorandum of Agreement Page 5 of 6 South Bend, Indiana 46601 Attn: Brock Zeeb,Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] M Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" SK Development, Inc./Ireland Hospitality, of South Ben , di LLC By By: Tim Scott 5 J Patel, President President, South Bend Common Council Y: Approved as to Legal Adequacy and Form Gavin Ferlic his ;A `f day of&2015. Chairperson, Community Investment Committee Kathleen Cekanski-Farrand y: Counsel, South Bend Common Council Brock Zeeb Department of Community Investment Counsel for Applicant y: 0 Pete B ie Mayor SBDS02 RJD 3266400 souTx Filed in Cleat's Office SEP 0 5 2018 KAREEI+/MAH FOWLER CITY OF SOUTH B N COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc.,Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, j and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. y Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIEL J.BUmwarEYER ALKmA ALDRIDGE PAMELA MEYER Tr f CORcoEAN BusmuS DEVELOPMENT ENGAGEMENT&ECONOMIC Et r owmm ENT NEIGHBORHOOD DEVELOPMENT PLANmNG&Commmm RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.south.bendin.gov 4 J BILL NO. 18-44 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St.Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required,forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. t JSK Development(Ireland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017.j i JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. I JSK Development(Southhold/Hall of Fame): j The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new-jobs and retained 5 jobs.The company has n6t received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. f Page 2 i s CITY OF SOUTH BEND I COMMUNITY INVESTMENT Ima ingeeringEnterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington(Hotel and Parking Garage): . Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs. The company received a form 11 from the St.Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. Since 1 I I Daniel J. uckenmeyer Director of Business Development i I i i i f r f Page 3 FF Clerk's OfficeSKDevelopment, Inc. 247 Dixieway North 018SouthBend, IN 46637 WLER BEND INSeptember4, 2018 Department of Community Investment City of South Bend 227 W.Jefferson Blvd. South Bend, IN 46601 Re:Real Estate Tax Abatement for JSK Development/Southhold, LLC(confirming resolution#4457-15) On June 23, 2015, JSK Development/Southhold LLC was awarded a nine (9) year real property tax abatement for construction of a full-service national brand 120 room hotel and connecting annex to the former College Football Hall of Fame. The company has invested $11million and created 38 new i jobs.The construction was completed in April 2018. I We never received Form 11 in our office subsequently Form 322/RE was never filed with St. Joseph County Auditor's Office. The CF-1 forms have been filed in a timely manner since the inception of the Declaratory Resolution. i f We are requesting to extend a designation period for another year to a total of three years. i1 Sincerely,s Priti Patel, CFO JSK Development t t 1 3 i I I I s S i I I Filed in Clerk's Office BILL NO. 18-44 SEP 0 5 2018 RESOLUTION NO. I(AREEMAH FOwLER ER SOUTH BEND,IN A RESOLUTION MODIFYING AND RECONFI I TI' N OF DECLARATORY RESOLUTION NO. 4467-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 121 South St. Joseph St., South Bend, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 9) NINE YEAR REAL PROPERTY TAX ABATEMENT FOR JSK Development, Inc./Southhold, LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS,Declaratory Resolution No. 4446-15 designated the area located at 121 South St. Joseph St., South Bend, IN 46601 and which is more particularly described as follows: LOT 38A HALL OF FAME & CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1sT RP RP6363 09-30-08 09/10 and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4457-15, confirming the adoption of Declaratory Resolution No. 4446-15 on June 23, 2015; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4457-15, which expired on June 23, 2017; however, the project has not been assessed until July 2018; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4446-15 and Confirming Resolution No. 4457-15 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4446-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of nine (9) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2-88% Year 3 —77% Year 4—66% Years -55% Year 6—44% Year 7—33% Year 8—22% Year 9— 11% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION 4457-15 Passed by the Common Council of the City of South Bend,Indiana June 22,15 20. ti Attest: w C L 'City Clerk Attest President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana June 23 20 15 1 Ci ty Clerk Approved and signed by me TV h e- 20 t S NEW RESOLUTION NO. S A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND,INDIANA, COMMONLY KNOWN AS 121 South St.Joseph St., South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A NINE(9)YEAR REAL PROPERTY TAX ABATEMENT FOR JSK Development,Inc./Southhold,LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS,a Declaratory Resolution designated the area commonly known as 121 South St.Joseph St.,South Bend,IN 46601 and which is more particularly described as follows: LOT 38A HALL OF FAME & CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1sT RP RP6363 09-30-08 09/10 and which has Key Numbers 018-3001-0024 be designated as an Economic Revitalization Area; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5;and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two(2)calendar years from the date of adoption of the Declaratory Resolution by the Common Council. I SECTION 11. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of up to(9)nine years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition,the Memorandum of Agreement between the Petitioner and the City of South Bend,and the Statement of Benefits comply with Chapter 2,Article 6,of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sea. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Raid Ir k0lark's Office i k l! (,Uf PRESENTED Jot;3 V00RDF.. MOT APPROVED CITY C:LEML SOUTH SEND,IN 450UTN eFyO1t1hCIJ d 227 W.JEFFERSON BOULEVARD t` / PHONE:574/235-9371 SUITE 1400 S. u § N o FAx:574/235-9021 SOUTH BEND,IN 46601.1 830 W y Seri' 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: First Substitute Filing Real Property Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: An amended first substitution filing was made regarding the real property tax abatement petition for JSK Development Inc./Southhold, LLC. The following information was amended from the original filing: Petition for Incentives-Legal owner name added,Southhold,LLC,on page one Statement of Benefits SB-l/Real Property—Section 1,name of taxpayer changed from JSK Development or LLC to be named later to Southhold,LLC Statement of Benefits SB-1/Real Property—Section 2,information added that was previously blank Statement of Benefits SB-1/Real Property—Section 3, number of additional jobs and salaries changed from 42 to 38 to match the Petition for Incentives Statement of Benefits SB-1/Real Property—Section 4,information added that was previously blank Should you or any of the other Council members have any questions or need additional information,please feel free to call me at 235-9339. Sincerely, Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford PLANNING NEIGHBORHOOD ENGAGEMENT BUsiNEss DEVELOPMENT ECONOMIC RESOURCES JmN KAKI PAMELA C.MEYER CHRIS FIELDING BROCK ZEES SpUT11 e 227 W.JEFFERSON BOULEVARD y PHONE:574235-9371 SUITE 1400 S. v` n FAx:574235-9021 SOUTH BEND,IN46601-1830 y fit.. 186'$ CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE:Real Property Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a real property tax abatement petition for JSK Development Inc./Southhold,LLC: Department of Community Investment's summary report Copy of the petition Statement of Benefits form Supporting information. The report contains the Department's findings relative to the above petition. The total cost for the construction is estimated at$9,250,000. The project meets the qualifications for a 9) nine year real property tax abatement. A representative from JSK Development, Inc./Southhold,LLC will be available to meet with the Committee on Tuesday,May 26, 2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely, l?L Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES JmN KAR, PAMELA C.MEYER CHRIS FIELDWO BROCK ZEES e4 STATEMENT OF BENEFITS 20_PAY 20_ REAL ESTATE IMPROVEMENTS State Form 51767(R6110-14) FORM SBA i Real Property a e' Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement is being completed for real property that qualifies under the following Indiana Code(check one box): Any information concerning the cost of the property and specific salaries Redevelopment or rehabilitation of real estate improvements(IC 6-1.1-12.1-4) paid to individual employees by the Residentially distressed area(IC 6-1.1-12.1-4.1) property owner is confidential per IC 6-1.1-12.1-5.1. INSTRUCTIONS. 1. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requires information from the applicant in making its decision about whether to designate an Economic Revitalization Area. Otherwise,this statement must be submitted to the designating body BEFORE the redevelopment or rehabilitation of real property for which the person wishes to claim a deduction.2. The statement of benefits form must be submitted to the designating body and the area designated an economic revitalization area before the initiation of the redevelopment or rehabilitation for which the person desires to claim a deduction. 3. To obtain a deduction,a Form 3221RE must be filed with the County Auditor before May 10 in the year in which the addition to assessed valuation is made or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed after April 10. A property owner who failed to file a deduction application within the prescribed deadline may file an application between March 1 and May 10 of a subsequent year 4. A property owner who files for the deduction must provide the County Auditor and designating body with a Form CF-1lReal Property. The Form CF-1lRealPropertyshouldbeattachedtotheForm3221REwhenthedeductionisfirstclaimedandthenupdatedannuallyforeachyearthedeductionis`applicable. iC 6-1.1-12.1-5.1(b) 5. For a Form SB-1 1Real Property that is approved after June 30, 2013, the designating body is required to establish an abatement schedule for eachdeductionallowed. For a Form SB-11Real Property that is approved prior to July 1, 2013, the abatement schedule approved by the designating body remains in effect. iC 6-1.1-12.1-17 i SECTION I TAXPAYER '" • Name of taxpayer 5S K IJEVEL OP/'EtiTr.,n —oNT/z'y0 GLG Address of taxpayer(number and street,city,state,and ZIP code) 247 North Dixieway, South Bend, IN 46637 Name of contact person Telephone number E-mail address AJ Patel 574 ) 387-4467 info @'skhotel.com SECTION DESCRIPTION OF PROPOSED PROJECT Name of designating body Resolution number South Bend Common Council 4 S I - I S" Location of property County DLGF taxing district number 121 St. Joseph St., South Bend, IN 46601 St. Joseph Description of real property improvements,redevelopment,or rehabilitation(use additional sheets if necessary) Estimated start date(month,day,year, Construction of 120 room hotel August 1, 2015 Estimated completion date(month,day,year) March 1, 201.7 Current number Salaries Number retained Salaries Number additional Salaries 0.00 0.00 0.00 0.00 38.00 1,108,723.20 REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 0'00 Plus estimated values of proposed project 6,750,000-00 Less values of any property being replaced 0.09 Net estimated values upon completion of project 8,750,000.00 Estimated solid waste converted(pounds) Estimated hazardous waste converted(pounds) Other benefits SECTION I hereby certify that the representations in this statement are true. Signature of authorized represen ' Date signed(month,day,year) May 12, 2015 Printed name of authorized representative Title Page 1 of 2 FOR USE OF WWe fina'that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution, passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A. The designated area has been limited to a period of time not to exceed .2— calendar years" (see below). The date this designation expires is S- L_ - Lo(I B. The type of deduction that is allowed in the designated area is limited to: 1. Redevelopment or rehabilitation of real estate improvements Mes No 2.Residentially distressed areas t es No C. The amount of the deduction applicable is limited to$ D. Other limitations or conditions(specify) E. Number of years allowed: Year 1 Year 2 Year 3 Year 4 Year 5 (*see below) Year 6 Year 7 Year 8 Year 9 Year 10 F. For a statement of benefits approved after June 30,2013,did this designating body adopt an abatement schedule per IC 6-1.1-12.1-17? Yes No If yes,attach a copy of the abatement schedule to this form. If no,the designating body is required to establish an abatement schedule before the deduction can be determined. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits is sufficient to justify the deduction described above. Approved(signature and title of authorized member of designating body)Telephone number Date signed(month,day,year) Printed name of authorized Mitiber of designating body Name of designating body p Attested by signature and title of attester) Printed name of attester If the desi ating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a taxpayer is ntitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17. A. For residentially distressed areas where the Form SB-1/Real Property was approved prior to July 1,2013,the deductions established in IC 6-1.1-12.1-4.1 remain in effect.The deduction period may not exceed five(5)years. For a Form SB-1/Real Property that is approved after June 30, 2013,the designating body is required to establish an abatement schedule for each deduction allowed. The deduction period may not exceed ten 10)years. (See IC 6-1.1-12.1-17 below.) B. For the redevelopment or rehabilitation of real property where the Form SB-1/Real Property was approved prior to July 1,2013,the abatement schedule approved by the designating body remains in effect.For a Form SB-1/Real Property that is approved after June 30,2013,the designating body is required to establish an abatement schedule for each deduction allowed.(See IC 6-1.1-12.1-17 below.) IC 6-1.1-12.1-17 Abatement schedules Sec. 17.(a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: 1) The total amount of the taxpayer's investment in real and personal property. 2) The number of new full-time equivalent jobs created. 3) The average wage of the new employees compared to the state minimum wage. 4) The infrastructure requirements for the taxpayer's investment. b) This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. An abatement schedule may not exceed ten(10)years. c) An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under the terms of the resolution approving the taxpayer's statement of benefits. Page 2 of 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 3rd day of June, 2015, serves as confirmation of a commitment by JSK Development, Inc./Southhold, LLC (the Applicant"), pending a June 22, 2015 public hearing, to comply with the project description,job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(Commitments). 1.Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to providing a (9) nine-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the construction of a building located on property identified as 121 South St. Joseph St., South Bend, IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of $9,250,000 to construct a new building adjacent to an existing building known as the former College Football Hall of Fame. This project will create 33 jobs in the first year, representing an annual payroll of $884,083 upon opening. In addition, JSK Development, Inc. will be relocating approximately 32 jobs from their corporate office into the downtown building mentioned previously. 2.Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's'Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property Memorandum of Agreement Page 2 of 6 taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Nine Million Two Hundred Fifty Thousand $9,250,000 for new building construction. (b)this project will create 33 jobs in the first year upon opening. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission Memorandum of Agreement Page 3 of 6 of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. Memorandum of Agreement Page 4 of 6 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: Memorandum of Agreement Page 5 of 6 If to Applicant:JSK Development,Inc./Southhold, LLC 47 North Dixieway South Bend, IN 46637 Attn: AJ Patel If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Brock Zeeb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding_Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. Applicant" cccitY19 SK Development, Inc./Southhold, LLC City of South Bend, Indiana Y: AJ Patel,President Tim Sc President, South Bend Common Council Approved as to Legal Adequacy and Form y; this /.S"-44 day of SL11VE , 2015. Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council y; zel- Brock Zeeb Department of Community Investment Counsel for Applicant Y: Pete B ieg Mayor SBDS02 RJD 326640vl Filed in Clerk's Office N\PE ICES SEP 0 5 2018 I865.>' KAREEMAH FOWLER SOUTHBENCITYOF cITYCLERK,SOUTH SEND,IJ COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DAHIELJ.BucKEx.N EYER ALKEYNAALDRIDGE PAMELA MEYER ThM CoRGORAN BUShmm DEVELOPMENT ENGAGEMENT&EGo\owc EMPOWERMENT NEIGHBORHOOD DEvFmPN1ENT PLAN MG&COMMUNM RESOuROES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I www.southbendin.gov BILL NO. 18-45 CITY OF SOUTH BEND j COMMUNITY INVESTMENT Ima ingi•eering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington(Hotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs.The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since I , I I Daniel J. uckenmeyer Director of Business Development i I i I( E f i i I t Page 3 CITYOFSOUTHBEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required.forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. i JSK Development eland Hospitality/Holiday Inn Exuress): The project was completed in April 2018. The company has invested$6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass.The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017. JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 1 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. i The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018.The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has ndt received a form 11 for a full assessment of the E property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. i I Page 2 4 i FK in Clerk's Office JSK Development, Inc. 247 Dixieway North EP 0 5 2018SouthBend, IN 46637 Eis,AH FO—W—LE SOUTH REND. d fSeptember4, 2418 Department of Community Investment City of South Bend 227 W.Jefferson Blvd. South Bend, IN 46601 Re: Real Estate Tax Abatement for JSK Development/Southhold, LLC(confirming resolution#4457-15) On June 23, 2015, JSK Development/Southhold LLC was awarded a nine (9) year real property j tax abatement for construction of a full-service national brand 120 room hotel and connecting annex to the former College Football Hall of Fame. The company has invested $11million and created 38 new i jobs.The construction was completed in April 2018. I We never received Form 11 in our office subsequently Form 322/RE was never filed with St. r Joseph County Auditor's Office. 1 s The CF-1 forms have been filed in a timely manner since the inception of the Declaratory i Resolution. We are requesting to extend a designation period for another year to a total of three years. Sincerely, Priti Patel, CFO JSK Development 1 i 6 i' ZS S BILL NO. 18-45 LF, n Clerk's Office RESOLUTION NO. EP 0 5 201a EEMAH FOWLER A RESOLUTION MODIFYING AND RECONFIRM K,SQUTH BEND,N ADOPTION OF A DECLARATORY RESOLUTIO5 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 111 South St. Joseph St., South Bend, IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TWO (2) YEAR VACANT BUILDING TAX ABATEMENT FOR JSK Development, Inc./Southhold, LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, a Declaratory Resolution designated the area commonly known as 111 South St. Joseph St., South Bend, IN 46601 and which is more particularly described as follows: LOT AB HALL OF FAME & CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1ST RP RP6363 09-30-08 09/10 and which has Key Numbers 018-3091-347405 be designated as an Economic Revitalization Area; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. WHEREAS, the Council issues a Confirming Resolution confirming the adoption of a Declaratory Resolution as Resolution No. 4456-15 on June 22, 2015 WHEREAS, the petitioner will not have the project completed within the three- year designation period granted in the Confirming Resolution, which will expire on May 26, 2018. WHEREAS, the Petitioner has requested an additional period of time to complete construction of the planned project. The project experienced unforeseen delays in the design stage which led to an overall delay in the construction timeline. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Petitioner acknowledges that they will not have the project completed within the three-year designation period granted in the Confirming Resolution due to the following: A. The future use of the former College Football Hall of Fame Building CFHOF) was directly tied to the construction and subsequent opening of the hotel that sits adjacent to building. With the hotel project completion now, the Developer is better able to target potential uses for the former CFHOF and looks forward to creating an overall project that will be a tremendous asset for the City for years to come. The Common Council hereby finds that the extension of the designation is appropriate in light of the aforementioned reason noted above. SECTION 11. The Common Council hereby reconfirms its Declaratory Resolution and its Confirming Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for real property tax abatement only and is limited to four (4) calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted a vacant building property tax deduction for a period of two 2) years pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, The Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Tim Scott, Council President South Bend Common Council RESOLUTION 4456-15 Passed by the Common Council of the City of South Send,Indiana June 22,15 20 Attest: l .L ° r City Clerk Attest President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana June 23 20 15 Ci tY Clerk Approved and signed by me v 20-L5--. Matix RESOLUTION NO. Lf q S j S- A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA,COMMONLY KNOWN AS 111 South St.Joseph St.,South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TWO(2)YEAR VACANT BUILDING TAX ABATEMENT FOR JSK Development, Inc./Southhold,LLC WHEREAS, the Common Council of the City of South Bend; Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS,a Declaratory Resolution designated the area commonly known as 11 I South St.Joseph St.,South Bend,IN 46601 and which is more particularly described as follows: LOT AB HALL OF FAME&CHOCOLATE CAFE MINOR SUB AND THE ORIGINAL TOWN OF SOUTH BEND 1ST RP RP6363 09-30-08 09/10 and which has Key Numbers 018-3091-347405 be designated as an Economic Revitalization Area; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5;and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two(2)calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of (2) two years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition,the Memorandum of Agreement between the Petitioner and the City of South Bend,and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sea. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member a ommon Council FM Rerx'g 6""Cp Fly 2Q zo15 NOT APf 40Y 1 Cliff'CL A C&O 1TH BEND,HN 45p10Tq 6 O P1r i f f/j, O 227 W.JEFFERSON BOULEVARD PHONE:574/235-9371 SUITE 1400 S. o FAX:574/235-9021 SOUTH BEND,IN 46601.1830 l665 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: First Substitute Filing Vacant Building Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: An amended first substitution filing was made regarding the real property tax abatement petition for JSK Development Inc./Southhold, LLC. The following information was amended from the original filing: Petition for Incentives-Legal owner name added,Southhold,LLC,on page one Statement of Benefits SB-1NBD—Section 1,name of taxpayer changed from JSK Development or LLC to be named later to Southhold,LLC Statement of Benefits SB-1NBD—Section 2,information added that was previously blank Statement of Benefits SB-1NBD—Section 3,number of additional jobs and salaries changed from 42 to 38 to match the Petition for Incentives Statement of Benefits SB-1 NBD—Section 4,information added that was previously blank Statement of Benefits SB-1NBD—Section 5,information added that was previously blank Should you or any of the other Council members have any questions or need additional information,please feel free to call me at 235-9339. Sincerely, Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members PLANNING NEIGHBORHOOD ENGAGEMENr BUSINESS DEVELOPMENT ECONOMIC RESOURCES Jaw KAIN PAMELA C.MEYER CHRIS FIELDING BROCK ZEES 6pUTH 8 227 W.JEFFERSON BOULEVARD cam. z PHONE:574/235-9371 SUITE 1400 S. U e FAx:574/235-9021 SOUTH BEND,IN 46601-1830 y eEr 1865 CITY OF SOUTH BEND PETE BUTTIG[EG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR May 18,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE: Vacant Building Tax Abatement Petition for: JSK Development,Inc./Southhold,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a vacant building tax abatement petition for JSK Development Inc./Southhold,LLC: Department of Community Investment's summary report Copy of the petition Statement of Benefits form Supporting information. The report contains the Department's findings relative to the above petition. The project meets the qualifications for a(2)two year vacant building tax abatement. A representative from JSK Development,Inc./Southhold,LLC will be available to meet with the Committee on Tuesday,May 26,2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely, 1117-1— Brock Zeeb Director Economic Resources Attachments cc: South Bend Common Council Members Mayor Pete Buttigieg Scott Ford Chris Fielding PLANNING NEIGHBORHOODENCACEMENT BUSINESSDEVELOPMEN7 ECONOMICRESOURCES JInN KAIN PAMELA C.MEYER CHius FIELDING BRocx ZEEB STATEMENT OF BENEFITS 20 PAY 20_ VACANT BUILDING DEDUCTION a State Form 55182(R/2-14) FORM SB-1/VBD Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement is being completed for real property that qualifies as an"eligible vacant building"as defined by The cost and any specific individual's IC 6-1.1-12.1-1(17). salary information is confidential;the balance of the filing is public record per IC 6-1.1-12.1-5.1(c)and(d). INSTRUCTIONS: I. This statement must be submitted to the body designating the Economic Revitalization Area prior to the public hearing if the designating body requires information from the applicant in making its decision about whether to designate an Economic Revitalization Area. Otherwise,this statement must be submitted to the designating body BEFORE the occupation of the eligible vacant building for which the person wishes to claim a deduction. 2. To obtain a vacant building deduction,a Form 3221VBD must be filed with the county auditor before May 10 in the year in which the property owner or his tenant occupies the vacant building or not later than thirty(30)days after the assessment notice is mailed to the property owner if it was mailed afterApril 10. If the property owner misses the May 10 deadline in the initial year of occupation,he can apply between March 1 and May 10 of a subsequent year 3 A property owner who files the Form 3221VBD must provide the county auditor and the designating body with a Form CF-1/VBD to show compliance with the approved Form SB-1/VBD. The Form CF-1/VBD must also be updated each year in which the deduction is applicable. SECTION Name of taxpayer I, SS K UEUF–e–c, 7E^T, 1n7C./SONTh'Ho, G Address of taxpayer(number and street,city,state,and LP code) 247 North Dixieway,South Bend, IN 46637 Name of contact person Telephone number E-mad address AJ Patel 574 ) 387-4467 info @jskhotel.com SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED PROJECT Name of designating body Resolution number South Bend Common Council S 6— ( r Location of property County DLGF taxing district number 111 St.Joseph St.,South Bend,IN 46601 St.Joseph Description of eligible vacant building that the property owner or tenant will occupy(use additional sheets if necessary). Estimated occupancy date(month,day,year) iqHallofFamebuilding use4-57 4 a0%s- Estimated date placed-in-use(month,day,yead SECTION 3 ESTIMATE OF EMPLOYEES AND SALARIES AS A RESULT OF PROPOSED PROJECT Current number Salaries Number retained Salaries Number additional Salaries 0 0.00 0 0.00 38 1,108,723.20 ESTIMATEDSECTION TOTAL COST AND VALUE OF PROPOSED PROJECT REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 2,400,000.00 Plus estimated values of proposed project 500,000.00 Less values of any property being replaced Net estimated values upon completion of project 2,400,000.00 SECTION TO SELL OR Described efforts by the owner or previous owner to sell,lease,or rent the building during period of vacancy: City had call for offers for sale or lease Show amount for which the budding was offered for sale,lease,or rent during period of vacancy. 2,400,000 for sale;$9/sq.ft.for lease List any other benefits resulting from the occupancy of the eligible vacant building. SECTION I hereby certify that the representations in this statement are true. Signature ofnatureofht>oautd FeprexMaGve Title Date signed(month,day,year) YI42 O-LtO/ May 12,2015 Page 1 of 2 M ` USE OF DESIGNATING BODY We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: 2A. The designated area has been limit d to a period of time not to exceed 1—calendar years*(see below). The date this designation expires is I-- U11 B. The amount of the deduction applicable is limited to$ N y Lt C. Other limitations or conditions(specify) P d V — D. Number of years allowed: Year 1 Year 2 Year 3 El Year 4 Year 5(*see below) El Year 6 Year 7 El Year 8 El Year 9 Year 10 E. For a statement of benefits approved after June 30,2013,did the designating body adopt an abatement schedule per IC 6-1.1-12.1-17? Yes No Iff yes,attach a copy of the abatement schedule to this form. If no,the designating body is required to establish an abatement schedule before the deduction can be determined. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits is sufficient to justify the deduction described above. Approved(signature and title of authorized member of designating body) Telephone number Date signed(month,day,year) Printed name of authorized Piember of designating body Name of designating body KIP.- (u VLC_k Attested by(signature and title of attester) Printed name of attester If the designating body limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17. IC 6-1.1-12.1-1(17)"Eligible vacant building"means a building that: A)is zoned for commercial or industrial purposes;and B)is unoccupied for at least one(1)year before the owner of the building or a tenant of the owner occupies the building,as evidenced by a valid certificate of occupancy,paid utility receipts,executed lease agreements,or any other evidence of occupation that the department of local government finance requires. IC 6-1.1-12.1-17 Abatement schedules Sec.17.(a)A designating body may provide to a business that is established in or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: 1) The total amount of the taxpayer's investment in real and personal property. 2) The number of new full-time equivalent jobs created. 3) The average wage of the new employees compared to the state minimum wage. 4) The infrastructure requirements for the taxpayer's investment. b)This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. An abatement schedule may not exceed ten(10)years. c)An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under the terms of the resolution approving the taxpayer's statement of benefits. Page 2 of 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 3rd day of June, 2015, serves as confirmation of a commitment by JSK Development, Inc./Southhold, LLC (the Applicant"), pending a June 22, 2015 public hearing, to comply with the project description,job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement (Commitments). 1.Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana(the "City") commits to providing a(2)two-year vacant building property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the construction of a building located on property identified as 111 South St. Joseph St., South Bend, IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$9,250,000 to construct a new building adjacent to an existing building known as the former College Football Hall of Fame. This project will create 33 jobs in the first year, representing an annual payroll of 884,083 upon opening. In addition,JSK Development, Inc. will be relocating approximately 32 jobs from their corporate office into the downtown building mentioned previously. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete' impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property Memorandum of Agreement Page 2 of 6 taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Nine Million Two Hundred Fifty Thousand $9,250,000 for new building construction. (b)this project will create 33 jobs in the first year upon opening. 5.Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission Memorandum of Agreement Page 3 of 6 of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6.Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing, of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Rena ent. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. Memorandum of Agreement Page 4 of 6 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: Memorandum of Agreement Page 5 of 6 If to Applicant:JSK Development, Inc./Southhold, LLC 47 North Dixieway South Bend, IN 46637 Attn: AJ Patel If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 14005 South Bend, Indiana 46601 Attn: Brock Zeeb,Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" 64citY55 JSK Development, Inc./Southhold, LLC City of S nd, Indiana By: y. AJ Patel, President Tim Sco President, South Bend Common Council Approved as to Legal Adequacy and Form y. 24 E his /S day of —Tut. ,2015. Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council 1BY: Brock Zee Department of Community Investment Counsel for Applicant 5Y Pete B >.eg Mayor SBDS02 RJD 326640v1 SpUTH Filed in Clerk's Office x\PIEE ' SEP 0 5 V%1865 a KAREEMAH FOWLER CITY OF SOUTHBENffa2LERK s°2 N COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE:Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation period for the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations(detailed below)the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. C a DANIEL J.BUCK NmEYER ALREmA ALDRIDCE PAMELA MEYER Tat CORcoRm r BUsams DEVELOPMENT ENGAGEMENT&ECONOMIC EripowERMENT NEIGHBORHOOD DEvmoPil4ENT PLANNING&Cowm NITY REsouRcEs a EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION ( EMPOWERMENT 14005 County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov A BILL NO. 18-46 CITYOFSOUTHBEND I COMMUNITY INVESTMENT i These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form I1 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor j Office. The designation period expired on June 22,2017. i JSK Development eland HospiWi1y//Holiday Inn Express): The project was completed in April 2018. The company has invested$6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass.The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017.i JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and f shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The fixture use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to p urchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new-jobs and retained 5 jobs.The company has nbt received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. Page 2 i i CITY OF SOUTH BEND I COMMUNITY INVESTMENT Ima ing Bering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington LHotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs.The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29, 2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and I commitments, generating visible growth and community impact. I Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. I Since 1 , f I I I Daniel J. uckenmeyer I Director of Business Development I 1 f tI tt i j f E 1 f Page 3 I s Filed in Clerk's Office RDistrict One, LLC SEP 0 5 2010 635 S Lafayette Blvd KAREEMAf F6WLER South Bend, IN 46601 CITY CLERK,SOUTH BEND, IN August 2,2018 Depart of Community Investment 227 W Jefferson Blvd Suite 1400S South Bend, IN 46601 To Whom It May Concern: On December 14th,2015 resolution number 4514-15 awarded RDistrict One LLC a ten year real property tax abatement. The project was completed on May 11th, 2018. We have spent a total of$18,387,000 on the project. The project has created 19 jobs and retained five. We have not received Form 11 Notice of Assessment of Land and Structures/Improvements for the full assessment of the property. As a result,we are requesting an extended designation period of two years. We are filing Form 322RE with the Assessor's Office for the January 1,2018 assessment. Sincerely, l 4-4r ; Filed in Clerk's Office BILL NO. 18-46 SEP 0 5 2018 RESOLUTION NO. REENIAH FOWLER CITY CLERK,SOUTH SENDI,IN s A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4512-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 635 S. Lafayette Blvd., South Bend, IN 46601 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR RDistrict One, LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4512-15 designated the area located at 635 S. Lafayette Street, South Bend, IN 46601 and which is more particularly described as follows: LOT I RENAISSANCE MINOR SUB 16/17NP#7935 10-01-2015 LOT 3 RENAISSANCE MINOR SUB 16/17NP#7935 10-01-2015 and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4514-15, confirming the adoption of Declaratory Resolution No. 4512-15 on December 14, 2015; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4514-15,which expired on December 14, 2017;however,the project has not been fully assessed; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4512-15 and Confirming Resolution No. 4514-15 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4512-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2—95% Year 3 —80% Year 4—65% Year 5—50% Year 6—40% Year 7—30% Year 8—20% Year 9— 10% Year 10—5% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION 4514-15 Passed by the Common Council of the City of South Bend,Indiana December 14, 15 20 Attest: City Clerk Attest, President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana December 15, 20 15 City Clerk Approved and signed by me 20 UL . MEW RESOLUTION NO. A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 635 S.Lafayette Blvd.,South Bend,IN 46601 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TEN(10)YEAR REAL PROPERTY TAX ABATEMENT FOR RDistrict One,LLC WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS, a Declaratory Resolution designated the area commonly known as 635 S. Lafayette Blvd., South Bend, IN 46601 and which is more particularly described as follows: LOT 1 RENAISSANCE MINOR SUB 16/17NP#7935 10-01-2015 LOT 3 RENAISSANCE MINOR SUB 16/17NP#7935 10-01-2015 and which has Key Numbers 018-3043-165409 and 018-3043-165402 be designated as an Economic Revitalization Area;and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons;and WHEREAS,the Council has determined that the qualifications for an economic revitalization area have been met. NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of South Bend,Indiana,as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two (2) calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of(10)ten years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition,the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Filed 1r, PRESENTED cnv ct 11y GOUT i rr mt)'IN NOT APPROYM 7kDOPTr.o 5pU TN @ Q 1111j1 1i/ Q 227 W.JEFFERSON BOULEVARD i% y PHONE:574/235-9371 SUITE 1400 S. v a FAX:574/235-9021 Soum BEND,rN 46601-1830 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR November 17,2015 Council Member Gavin Ferlic,Chairperson Community Investment Committee South Bend Common Council 4th Floor,County City Building South Bend,IN 46601 RE:Real Property Tax Abatement Petition for: RDistrict One,LLC Dear Council Member Ferlic: Please find the attached information pertaining to a real property tax abatement petition for RDistrict One,LLC: Department of Community Investment's summary report Copy of the petition Statement of Benefits form Supporting information. The report contains the Department's findings relative to the above petition. The total cost for the construction is estimated at$14,500,000. The project meets the qualifications for a 10)ten year real property tax abatement. A representative from RDistrict One,LLC will be available to meet with the Committee on Monday,November 23,2015. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-9339. Sincerely, Brock Zeeb Director Economic Resources ce 10 I ct, E..D,1,N L PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES JITIN KAiN PAMELA C.MEYER CHRIS FIELDING BROOK ZEEB STATEMENT OF BENEFITS 20 PAY 20 REAL ESTATE IMPROVE#AENTS sLra Form 51797(R412-13) FORM 81.1 I Real Property PreScMed by U1®Department 0t Looal COmTxnenl Finanoa PRIVACY NOTICE This etmternonl Is betng completed for real property that qualllm trader the fobov*V hldians Code(ctwck one box):TTm r"or srtd•ny specft*td?vidlut's Redeyebprnartt or rehobftDon of real ealete Imprvvernsnls(IC 8.1.1.121-4 scary MroTmalan Is confldenMe rte bwance d Ue fkg is pubfIc lwN[: 1 ReskienUeRydWreasdewVC&1.1-12.1-0.1) d A. INSTRUC7raas: 1. 7hls aYelarneM musr be auD,rsfnad ro Ma body dlsa(prreo4tg the Econornt rTevRarpratlon area prior to the pub 1e rroeM7g M fire daslgrlating b«N raquhe5 Intannation born the applicant In making its docision about whether to de:rbWe an Ebwornb Ravaetradon Area. Oftlerwtse,this atatem"must be submitted to the destneting body BEFORE the redevelopment or mhabhNatkn ofrcal property for tvhkh the person wishes to claim a deduction. Pr ctsIplennod orcommWedto a Mar JOY 1.1987,and areas designated aNetrJ*1,1987,re9 e o STATEMENT OF BENEFITS. (IC 6.1.1-121) 2 ,Approval of the destgmafrng body(CffY COWWI,,Taws Board,County Ccunrdl,ato.)must be obtained prior fa MIRAtlon of the redovalopmanI or relieb6yellm,BEFORE adeducllon maybe Approved, 3. 7b obfah a avve 07,a form 32ME must be lead wRh Ma CmVyAutRor.belbm May 101n the yeor In witkh the addillon to assessed value lion Is made or not later than thirty(90)days allerthe assessment notice Is mailedto the propertyownerl/A.was ma8ed of rApril 10. irthe property owner misses the May i0 deadline in the Inrilel yearot occupation,he can apply between March 1 and May 10 of 6 subsequent year. 4. Properly owners whose Statermenl of Benefits was approved after June 30,1991,must anach a form CF-IlReal Property annually to the epplicelkn to show compliance Oh the Stalentent of BeneNs. (!C 6-1.1-12.141(b)and IC Pr1.1-12.1.6.3(j7J 5. The schedules rstabllshed urxlerlC r,1-1.121-4(d)rot mhablA7aledpreperty Apply lo any ec6n4mlarevltaG2ation areas doslgnaledaAer lim 30,2000, ursbas en aRernadlae dedLrtion srxledug re adopted by the dralgriNk p body(1G 6 1.i-12.i-17), The achedates effective prof to July 1,2000,shall corona to appry to rconomic rintaftedan ereas desouted bebre July 1,2000. NW*of rapayer Rni•Y1u Cn•,uC Makes nt laxpsyer(numberend Mraal.dfX stab.anrl7rP tzxteJ 835 s.txlsya•eo dw—d,awn taend,k.1"40801 141 me of con!sct Person kkphone nxnber E-ree address .. .. S11• E Pewroan 571 ) 387-72e2 p•isrerl .dcwy,r.tom N•me M d-sgmnng body South Bard C lromurr ibad• 1 Resolulbn wumbrr orn do d vtip"Courtly otcF twerp district number w5 3,S.Lei g•6s la"vwd.Safi efd sdwe 40001 SL.k••ph C—Ry pn!,crrplre:,of real property lmproyemePrs,redeVMOpTanr.Of rchat-4,!1ban(uso•dC.irnar saeefe if re cessary) EsUmaled SMrl date month,dsilltarl 1211571015 roe,Mxrb.md One(1)•nd T?v"(3).iif M m Vm r•cord•d PM or FtENAISSAHCE MINOR Sl19Crvrsiou,• 1011115 Oae No'1520M Earrnated eorrlpieft dale(mar al ay:leer) 31=7 Curren number S•SsMs Munb•r rNsH•d Salarlos Ih'mber adcfi:o ,4 Uarles 05 e5 20 a• REAL ESTATE fh1PR_O_VEMENZ6 COST ASSESSED VALUE Current values Plus esl rated values of proposed pro c( 9 s/S/(e r ZSa Less values of any rty being roplelxd- so Not eslltnaletl values upcn CorrveUon of pr act D 7-9 ec So EatkImted goad waste corralled(Pounds) WA ---Esthnated hazardous waste converted(pounds) IAA Olherbeneeis Th•AvJW vA0 ravA In Ow radevvtopnent•rd rshat41AUon or Studebakm euidhya 112 aid 113 and p wAU ee%i phr d d•wlop oo M lamer Shrd•ee•sr A.-nt y y(ivy Toes) slhr Tlds proJsctw a proviso ee rgJsad s+urRY.lnir•e1 1cM1ea and Iritial ps miry)b r•ut=!1s•e w txAeans rd mnrtence ns rwaizsaon a me onqu.The rt•a a txoardaU tRs vddM has Men mos9y wn•dakd srd undn rxiz•d endyr vaunt ernee Stud!5e4..fa dmxs 52 ysrs•po. 1 hereby Certtty that the representations In this stale,ent are bue. WV*d(mourn.MK read- Page 1 o!2 O We find that the applicant meets the general standards in the resolution adopted or to be adopted by[his body. Sold resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A. The designated Area ha been tip fled to a period of time not to exceed calendar years`(see below). The date this designation expires is 1, —2 3- LEI l B. The type of deduction that is allowed in the designated area is limited to: 1.Redevelopment or rehabilitation of real estate Improvements VYes No 2.Residentially distressed areas Yes 0 No C. The amount of the deduction applicable is limited to$. D. Other limitations or conditions(specify)_ E. The deduction Is allowed for op years*(see below), F. Did the designating body adopt an alternative deduction schedule per IC 6-11-12,1-177 KYes No If yes,attach a copy of the alternative deduction schedule to this form. We have also reviewed the inrormalion contained in the statement of benefits and find that the estimates and expeclations are reasonable and have determined that the totality of benefits is sufficient to Justify the deduction described above. Approved( d titre of authorized member ofdeslgnating body) Telephone number Date signed(month,day.year) Atlesled by(signature and title of attester) Designated body r YAwv, Jt( VL If the d ignating body limits the time period during which an area Is an economic revitalization area,it does not limit the length of time a taxpayer is entitled to receive a deduction to a number or years designated under iC 6-1.1-12.1-4. A. For residentially distressed areas,the deduction period may not exceed five(6)years. B. For redevelopment and rehabilitation or real estate improvements: 1. If the Economic Revitalization Area was designated prior to July 1,2000,the deduction period is limited to three(3),six(6),or len(10)years. 2. if the Economic Revitalization Area was designated after June 30.2000,and is not in a residentially distressed area,the deduction period may notexceedten(10)years. Page 2 of 2 i PYH 3E NO IN MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 8th day of December, 2015, serves as confirmation of a commitment by RDistrict One, LLC (the"Applicant"),pending a December 14, 2015 public hearing, to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits,and attachments and this Agreement(Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana(the "City") commits to providing an (10) ten-year real property I tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding building improvements located on property at 635 S. Lafayette Blvd., South Bend IN 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure from all sources of funds) of at least $14,500,000 towards building improvements. This project will create 20 jobs during the ten year abatement period, representing an annual payroll of 800,800. 2: Potential Impact of State of Indiana Circuit Breaker Law: The parties note that s l the calculations regarding the affect of the tax abatement in question are based on the State of z Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's 4f property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at.the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common i Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal k Memorandum of Agreement Page 2 of 6 Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project,the approved capital expenditure of the Project,the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4. Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Fourteen Million Five Hundred Thousand $14,500,000 for building improvements. (b)this project will create 20 jobs during the ten year abatement period. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. i 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in Memorandum of Agreement Page 3 of 6 St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement Memorandum of Agreement Page 4 of 6 in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: If to Applicant: RDistrict One,LLC P.O. Box 853 Zionsville, IN 46077 Attn: Paul Kite i If to the City:City of South Bend, Indiana Memorandum of Agreement Page 5 of 6 227 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Brock Zeeb,Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby.f 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] i Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" istrict One, LLC,LLC City o South Ben , diana By: y: Manage Tim Scott K 2 0^`1 President, South Bend Common Council Approved as to Legal Adequacy and Form y. h his -E day of`a. , 201\6 Gavin Ferlic e Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council y: Broc c ee Department of Community Investment Counsel for Applicant By: Pete Bu eg Mayof SBDS02 RJD 326640v1 04 d Filed in Clerk's Office SEP 0 5 2018 y., 1865 X KAREEMAH FOWLER CITY OF SOUTHBENIY-ITY CLERK,SOUTH BENDIN COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5, 2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc., RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation period for previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIEL J.BUCKE:wrEYER ALKEYNA ALDRIDGE PAMELA MEYER TIJI GoRCORAN BUSINESS DEVELOPMENT ENGAGEMENT& ECONObDC EMPOWERMENT NEIGHBORHOOD DEVELOPNIFNT PLANNING&COMMUNITYITY RESOURCES EXCELLENCE ; ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building i 227W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I www.southbendin.gov BILL NO. 18-47 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St.Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 j new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St. Joseph County Auditor Office. The designation period expired on June 22,2017. JSK Development eland Hosptality/Holiday Inn Express): The project was completed in April 2018. The company has invested$6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13, 2017.r JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. i i i Page 2 I i t CITY OF SOUTH BEND I CO M M U N ITY I NVESTM E NT Ima ineering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington(Hotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26,2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since 1 , i Daniel J. uckenmeyer Director of Business Development i i i 1 i Page 3 IMAGINEERING"'Filed in Clerk's Office N FINISHING T1sCI1N01,OGIFS Vie lnJnslq•AlmnhvlA45nnrce'fivAlelal FlnlslJn.1Bnfu1iuui ESEPO 5 2018 May 15,2018 KAREEMAh9 FOWLER City of South Bend CITY CLERK,SOUTH BEND,IN Department of Community Investment 227 W.Jefferson Blvd. South Bend, IN 46601 Re: Real Estate and Personal Property Tax Abatements Over the past 60 years, Imagineering experienced phenomenal growth. We grew from a single facility with one major customer, into three fully occupied factories serving over 750 customers(two in South Bend and one in Indianapolis). We have reached 130,000 square feet under roof and increased the size and capacity for each of our product lines. We modernized our processing capabilities and added product lines.As a result of these improvements our sales doubled over just the past 10 years. This success is a direct result of our team's hard work and dedication. Without everyone's dedication to excellence, these achievements never could have been realized. As we continue to grow, our trajectory is on pace to exceed our previous accomplishments,tripling our size. We are at a point in our business where further investment is required for this additional growth to occur. We were awarded an abatement on September 26'x',2016 for expansion involving both real estate and personal property at 3722 Foundation Court. At that point in time,we expected to invest$500,000 in real estate expansion and$3,000,000 in personal property;creating approximately 25 positions($780,000 in payroll)over the next five years. Today,we expect to invest approximately$2,500,000 between both of our locations in South Bend(3722 Foundation Court and 1302 W. Sample Street). 3722 Foundation Court We intend on expanding the building by approximately 15,500 square feet;costing approximately$1,500,000. Along with expanding the building,we will expand our current process offering by adding"Passivation"capabilities to our portfolio; costing approximately$325,000-$550,000. 1302 W.Sample Street We intend on expanding our process offerings by adding "Anodize" capabilities to our portfolio; costing approximately 450,000. With this additional real estate and process expansion comes job creation; we expect these investments to create approximately 25 positions; adding an additional$780,000 to our payroll over the next five years. We are requesting the original abatement to be modified according the new business plans. Respectfully, 9" —- Joseph Rowan CFONP of Finance Filed in Clerk's Office BILL NO. 18-47 SEP 0 5 2010 RESOLUTION NO. i RE Ef_IA_f F0JUVLER CITY CLERK,SOUTH SEND, IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4596-16 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 Foundation Ct, South Bend, IN 46628 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE (5) YEAR PERSONAL PROPERTY TAX ABATEMENT FOR Imagineering Enterprises, Inc. WHEREAS, the Common Council of the City of South Bend has adopted Declaratory Resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration. WHEREAS, Declaratory Resolution No. 4596-16 designated the area located at 3722 Foundation Ct., South Bend, IN 46601 and certain business personal property therein, as more specifically set forth in Declaratory Resolution No. 4596-16, which has Key Numbers to be assigned, as an Economic Revitalization Area under the provisions of Indiana Code 6-1.1-12.1 et seq., and South Bend Municipal Code Sections 2-76 et seq.; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued a Confirming Resolution No. 4597-16 confirming the adoption of a Declaratory Resolution No. 4596-16 on September 28, 2016; and WHEREAS, the Petitioner was granted a two-year designation period in the Confirming Resolution No. 4597-16, which will expire on September 13, 2018; however, the project will not be completed until September 2019. WHEREAS, the Petitioner has requested an additional one year to complete the project. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms its Declaratory Resolution No. 4596-16 and its Confirming Resolution No. 4597-16 designating the area described herein as an Economic Revitalization Area for the purpose of a personal property tax abatement. Such designation is limited to three (3) calendar years from the date of adoption of the Declaratory Resolution No. 4596-16 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of five (5) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2— 80% Year 3 —60% Year 4—40% Year 5 —20% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 1 RESOLUTION No. 4597-16 Passed by the Common Council of the City of South Bend, Indiana September 26, 2016 Attest: City Clerk Attest—: President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana September 27, 20 16. City Clerk Approved and signed by me Se f Yt btr 201 b MaYor RESOLUTION NO. H5 A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 Foundation Ct., South Bend, IN 46628 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A FIVE (5) YEAR PERSONAL PROPERTY TAX ABATEMENT FOR Imagineering Enterprises, Inc. WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration;and WHEREAS, a Declaratory Resolution designated the area commonly known as 3722 Foundation Ct., South Bend, IN 46628 and which is more particularly described as follows: Business Personal Property and which has Key Numbers to be assigned be designated as an Economic Revitalization Area; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby confirms its Declaratory Resolution designating the area described herein as an Economic Revitalization Area for the ti purposes of tax abatement. Such designation is for personal property tax abatement only and is limited to two (2) calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted personal property tax deduction for a period of five (5) years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. 2ZoMember moron Council Fled in Clerk's Office PRESENTED q j I SEP 0 7 2016 NOT ,APPROVES'+ KAREEMAH FOWLER ADOQM `1`2 e (, CITYCLERK,SOLMH`3EN0,IN 5q7 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 26th of September, 2016 serves as confirmation of a commitment by Imagineering Enterprises Inc. (the "Applicant"), to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement (Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to provide a 5 year personal property tax abatement for the Applicant, based on the Applicant's commitment set forth in its petition for 3722 Foundation Ct. South Bend IN 46628, (025-1010-0400 18). The Applicant commits to a minimum capital expenditure of$3,000,000 associated with the expansion of their business by adding additional services to our current product offerings. Imagineering Enterprises Inc. believes that the addition of the Anodize process will allow them to grow to their next desired level. This personal property project will create at least 25 new, permanent full-time jobs with a total estimated annual payroll of$780,000 within the Five year abatement period. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. Memorandum of Agreement Page 2 of 6 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) A minimum investment of$3,000,000 for associated with the expansion of their business by adding additional services to our current product offerings. Imagineering Enterprises Inc. believes that the addition of the Anodize process will allow them to grow to their next desired level. (b a minimum of 25 permanent full-time jobs with a total estimated annual payroll of$780,000 within Six year abatement period. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission Memorandum of Agreement Page 3 of 6 of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. Memorandum of Agreement Page 4 of 6 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy,power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: Memorandum of Agreement Page 5 of 6 If to Applicant:Imagineering Enterprises Inc. 1302 W. Sample Street South Bend IN 46601 Attn: Joseph Rowan If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] Memorandum of Agreement Page 6 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant"City" magineering Enterprises Inc. City of Sou diana By: By: Josep owan CFO/VP of Finance Tim Scott President, South Bend Common Council Approved as to Legal Adequacy and Form y: I/— this day of yo hkik , 2017. Gavin Ferlic Chairperson, Community Investment Committee ladean DeRose Counsel, South Bend Common Council By: 8R 4 J PI..e.r+S Department of Community Investment Counsel for Applicant poll By: Pete Bu ' g Mayor SBDS02 RJD 326640v1 Filed in Clerk's Office SEP 0 5 20189 1865 KAREEMAH FOWLER CITY CLERK,>OIJTF I€iE 1D,INCITYOFSOUTHBEND- COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway andlor be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations(detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,_JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIEL J.BUCKEeam ALKmA ALDRIDGE PAMELA MEM TLI CORCORm BUSINESS DEVELOPMENT ENGAGEMENT&ECONOMIC ENiPowrRMENT NEIGHDORHOOD DEVELOPMENT PLANNING&COMmuNi ITY RESOURCES EXCELLENCE I ACCOUNTABILITY( INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov BILL NO. 18-48 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017.I JSK Development(Ireland Hospitality/Holiday Inn Express): i The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass.The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017. i JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to pur chase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. s RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. Page 2 i CITYOFSOUTHBEND I COMMUNITY INVESTMENT Ima ing_eering Enterprises: The company was granted personal and real properly tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington LHotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26,2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. I Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. Since 1 I Daniel J. uckenmeyer Director of Business Development E f F i i I E Page 3 c Gif,EE Ja EVIAGINEERING'"Filed in Clerk's Office l nNISHING ACHNOLOGIES TEI'J DehdalqAninvhvlA4SnrircrTMjirTlrialFlii(sG/n,Sv1xB,n, SEP 0 5 2016 May 15, 2018 KA EEIVI/ I-1 I°O11 ILR City of South Bend CITYCLERK,SOUTH BEND,IN Department of Community Investment ro, '""" 227 W.Jefferson Blvd. South Bend,IN 46601 Re: Real Estate and Personal Properly Tax Abatements Over the past 60 years, Imagineering experienced phenomenal growth. We grew from a single facility with one major customer,into three fully occupied factories serving over 750 customers(two in South Bend and one in Indianapolis).We have reached 130,000 square feet under roof and increased the size and capacity for each of our product lines. We modernized our processing capabilities and added product lines.As a result of these improvements our sales doubled over j just the past 10 years. This success is a direct result of our team's hard work and dedication.Without everyone's dedication to excellence,these achievements never could have been realized. As we continue to grow, our trajectory is on pace to exceed our previous accomplishments,tripling our size. We are at a point in our business where further investment is required for this additional growth to occur. We were awarded an abatement on September 200,2016 for expansion involving both real estate and personal property at 3722 Foundation Court. At that point in time,we expected to invest$500,000 in real estate expansion and$3,000,000 in personal property;creating approximately 25 positions($780,000 in payroll)over the next five years. Today,we expect to invest approximately$2,500,000 between both of our locations in South Bend(3722 Foundation Court and 1302 W.Sample Street). 3722 Foundation Court We intend on expanding the building by approximately.15,500 square feet;costing approximately$1,500,000. Along with expanding the building,we will expand our current process offering by adding"Passivation"capabilities to our portfolio; i costing approximately$325,000m.$550,000.. 1302 W.Sample Street We intend on expanding our process offerings by adding"Anodize" capabilities to our portfolio; costing approximately 450,000. 4 i With this additional real 'estate and process expansion comes job creation; we expect these investments to create approximately 25 positions;adding an additional$780,000 to our payroll over the next five years. We are requesting the original abatement to be.modified according the new business plans. Respectfully, Joseph Rowan CFO/VP of Finance Filed in Clerk's Office BILL NO. 18-48 SEp 0 5 201 KAREEMAW UVUI_ER RESOLUTION NO. CITY CLERK,SOUTH REND, IN A RESOLUTION MODIFYING AND RECONFIRNIING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4594-16 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 Foundation Ct, South Bend, IN 46628 AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 6) SIX YEAR REAL PROPERTY TAX ABATEMENT FOR Imagineering Enterprises, Inc. WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4594-16 designated the area located at 3722 Foundation Ct., South Bend, IN 46601 and which is more particularly described as follows: LOT 2 EX 60' S END METRO ALEDO MINOR SUB 03-04 SPLIT TO 040032 TR 2-7-03 13026 and which currently has Key Numbers 025-1010-040018, as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4595-16, confirming the adoption of Declaratory Resolution No. 4594-16 on September 28, 2016; and WHEREAS, the Petitioner was granted a two-year designation period in Confirming Resolution No. 4595-16, which will expire on September 13, 2018; however, the project will not be completed until September 2019; and WHEREAS,the Petitioner has requested an additional one year to complete the project. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4694-16 and Confirming Resolution No. 4595-16 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to three (3) calendar years from the date of adoption of Declaratory Resolution No. 4594-16 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of six (6) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2-85% Year 3 —66% Year 4—50% Year 5 —34% Year 6— 17% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION No. 4595-16 Passed by the Common Council of the City of South Bend, Indiana September 26, 2016 Attest: City Clerk Attest, President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana September 27 20 16 . City Clerk Approved and signed by me S @p w.ber 2 - 201b MW RESOLUTION NO. ,j 5 r Ito A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 3722 Foundation Ct, South Bend, IN 46628 AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A SIX (6) YEAR REAL PROPERTY TAX ABATEMENT FOR Imagineering Enterprises, Inc. WHEREAS, the Common Council of the City of South Bend, Indiana, has adopted a Declaratory Resolution designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, a Declaratory Resolution designated the area commonly known as 3722 Foundation Ct., South Bend, IN 46628 and which is more particularly described as follows: LOT 2 EX 60' S END METRO ALEDO MINOR SUB 03-04 SPLIT TO 040032 TR 2-7- 03 13026 and which has Key Numbers 025-1010-040018 be designated as an Economic Revitalization Area; and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council has determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana,as follows: SECTION 1. The Common Council hereby confirms its Declaratory Resolution t designating the area described herein as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for Real Property tax abatement only and is limited to two (2) calendar years from the date of adoption of the Declaratory Resolution by the Common Council. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted a real property tax deduction for a period of(6) six years as shown by the attachment pursuant to Indiana Code 6-1.1-12.1-17 and Ru-ther determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et se . SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Filed in Clerk's Office 5EP 0 2016 NOT APpROWr KAREEMAH FOWLERCM'CLERK,SOUTH SEND,IN MEMORANDUM OF AGREEMENT This Memorandum of Agreement (Agreement) dated as of the 26th of September, 2016 serves as confirmation of a commitment by Imagineering Enterprises Inc. (the "Applicant"), to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(Commitments). 1. Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council the "SBCC"), the City of South Bend, Indiana (the "City") commits to provide a Six] year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in its petition for 3722 Foundation Ct. South Bend IN 46628 (025-1010-0400 18). The Applicant commits to a capital expenditure of at least $500,000 associated with the expansion their business by adding additional services to their current product offerings. They believe the additional of the Anodize process will allow them to grow to their next desired level. This project will create at least twenty-five new, permanent full-time jobs with a total estimated annual payroll of$780,000 within the Six year abatement period. 2.Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. Memorandum of Agreement Page 2 of 7 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the Commitment Date and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) a minimum investment of $500,000 associated with the expansion their business by adding additional services to their current product offerings. They believe the additional of the Anodize process will allow them to grow to their next desired level. b) Twenty-five permanent full-time jobs with a total estimated annual payroll of $780,000 within the 6 year abatement period. 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission Memorandum of Agreement Page 3 of 7 of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet and will provide that the Applicant shall have thirty days from the date of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal that determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (Statement), and Applicant shall make such repayment to the City within 30 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be Memorandum of Agreement Page 4 of 7 entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof, addressed as set forth below: Memorandum of Agreement Page 5 of 7 If to Applicant:Imagineering Enterprises Inc 3722 Foundation Ct. South Bend IN 46628 Attn: Joseph Rowan If to the City: City of South Bend, Indiana 227 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] Memorandum of Agreement Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" magineering Enterprises Inc. City of South Bend Indiana o By: By: Joseph owan CFO/VP of Finance Tim Scott President, South Bend Common Council Approved as to Legal Adequacy and Form y: his Z'1 4 day of rK*aR , 2017. Gavin Ferlic Chairperson, Community Investment Committee B : y: ladean DeRose o b ra.. „,, Counsel, South Bend Common Council Department of Community Investment Y: Counsel for Applicant Pete B ig' Mayor Memorandum of Agreement Fulton Industries, Inc. Page 7 of 7 7 SBDS02 RJD 326640v1 ors , mod. Filed in Clerk's Office SEP 0 5 2018 K K G 1865 .. KAREEMAH FOWLER CITY OF SOUTHBENI*a-2LERK sou Q," COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc., Tower at Washington Square LLC. Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations (detailed below) the 3 petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIELJ.BUCmvdEm ALKEYNAALDRIDCE PAMELA MEYER TLm CORcoRAN BUSINESS DEVELOPMENT ENGAGEMENT&Ecmmnc EupowrRMENT NEIGHBORH00D DEVELonNiENT PLANNING&Com uiNm RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1 227 W.Jefferson Blvd.I South Bend,Indiana 466011 p574.235.9371 I www.southbendin.gov BILL NO. 18-49 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required,forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density r and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. JSK Development Uxeland Hospitality/Holidu Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017.I i JSK Development(Southhold/Courtyard Marriott Downtown): The proj ect was completed in April 2018. The company has invested $11 million and created 3 8 j new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. i JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018.t RDistrict One(Studebaker Building 84): The project was completed in May 2018.The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has nbt received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017. sfi 5 Page 12 c f i s CITY OF SOUTH BEND I COMMUNITY INVESTMENT Imagineering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington Hotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new jobs. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26,2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation j period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. i Since 1 , I I I Daniel J. uckenmeyer Director of Business Development i E i S SF t Page 3 i t I BRADLEY C O M P A N Y August 2, 2018 112 W Jefferson Blvd.,Suite 300 ( South Bend.IN 46601 1574,237.6000 Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W.Jefferson Blvd.,Suite 1400S South Bend,IN 46601 Re; Tower at Washington Square Resolution Number 4501-15/4536-16 HOTEL:4502-15 PARKING GARAGE;4503-15 RETAIL; 4506-15 APARTMENTS i Dear Mr. Buckenmeyer, i We are writing to ask foryour support and favorable recommendation to extend the 3-year expiration G of the Declaratory Resolutions 4501-15/4536-16;4502-15;4503-15 and 4506-15 for the Tower at Washington Square from October 20,2018 to October 26th,2020. We are requesting an extension on Resolution 4503-15 and 4506-15 due to the size and nature of the project taking longer than a anticipated. The Hotel(Resolution 4501-15/4536-16)and Parking Garage(Resolution 4502-15)sections of the project are complete and opened on September 27,2017. Notice of Assessments were sent on July 171h, 2018 for all parcels.However,they are not fully re-assessed yet which is the reason for the extension request for these 2 Resolutions. i All CF-1's have been filed in a timely manner since the inception of the Declaratory Resolution. i The actual private investment so far is$38.5MM with another$15MM to finish the Apartments and the Retall space. There have been 45 of 62 jobs created so far. Thank you in advance for your support in this matter. i r Should you need additional information, please contact me at(574)968-9266.Filed in Clerk's Office I Sincerely,KEP 0 5 'LOU13 KAREEMAH I"OvvL.ER J .die Ruiz CITY CLERK,SOUTH REND W Certified Tax Representative for The Tower at Washington Square,LLC. d I J Filed in Clerk's Office BILL NO. 18-49 SEP 0 5 2018 KAREEM;A FOWLER RESOLUTION NO. CITY CLERK,SOUTH BEND,IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4501-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 West Washington Street AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR HOTEL LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4501-15 designated the area located at 211 West Washington Street, South Bend, IN 46601 and which is more particularly described as follows: LOTS 239 &240 &VAC ALLEY W&ADJ OP and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4536-16, confirming the adoption of Declaratory Resolution No. 4501-15 on March 15, 2016; and WHEREAS, the Petitioner was granted a three-year designation period in Confirming Resolution No. 4536-16,which expired on September 29,2018; however,the project has not been fully assessed; and WHEREAS, the Petitioner has requested additional one year to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4501-15 and Confirming Resolution No. 4536-16 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4501-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2— 100% Year 3 —90% Year 4— 85% Years - 85% Year 6—85% Year 7—85% Year 8—60% Year 9—60% Year 10—60% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION No. 4536-16 Passed by the Common Council of the City of South Bend, Indiana March 14,20 16 Attest: City Clerk Attest- President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana March 15, 20 16 City Clerk Approved and signed by me r` 11. 20 RESOLUTION NO. A RESOLUTION MODIFYING AND CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS: 211 West Washington Street AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TEN (10) YEAR REAL PROPERTY TAX ABATEMENT FOR: HOTEL LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS,the Common Council of the City of South Bend,Indiana,adopted Declaratory Resolution No. 4501-15 (the "Declaratory Resolution") designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and which was adopted by the Council on September 29, 2015 and approved by the Mayor that same date. WHEREAS, the Declaratory Resolution designated a portion of the property commonly known as 211 West Washington Street, South Bend, Indiana, and which is more particularly described as follows: Lots 239 &240 & Vac Alley W &Adj OP and which has Key Numbers 018-1008-0321 be rehabilitated for use as hotel as an Economic Revitalization Area; and WHEREAS, said property has been subdivided into four (4) separate tax parcels and the legal description for the parcel relating to the hotel is as follows: That part of the Northwest Quarter of Section 12, Township 37 North, Range 2 East, Portage Township, City of South Bend, St. Joseph County, Indiana which is described as: Hotel Unit (H- 1) as shown on the "Declaration of Horizontal Property Ownership, Washington Square Condominium Horizontal Property Regime"as recorded by Document No. 1605719 on March 10, 2016 and those certain floor plans for the building recorded on the date of record of declaration as US.105060705.02 Document No. 1605718 in the records of the St. Joseph County, Indiana recorder's office. Subject to all legal easements, exhibits and restrictions of record for said Washington Square Condominium Horizontal Property Regime. said parcel being referred to hereinafter as the "Property"); and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, a copy of the notice of adoption of a Declaratory Resolution and a statement containing substantially the same information as a statement of benefits filed with the Council has been filed with each taxing unit that has authority to levy property taxes in the geographic area pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing on March 14, 2016 for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby modifies and confirms its Declaratory Resolution to designate the Property as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for real property tax abatement only and is limited to three (3) calendar years from the date of adoption of the Declaratory Resolution by the Common Council rather than the two (2) calendar year designation due to the size, scope and complexity of the rehabilitation of the property. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted real property tax deduction for up to a period of ten(10)years as provided in the alternate abatement scheduled below pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seta. 2 - US.105060705.02 r Real Property Year Abatement 1 100% 2 100% 3 90% 4 85% 5 85% 6 85% 7 85% 8 60% 9 60% 10 60% SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. S; Member of the Common Council RESENTED Filed in Clerk's OfficecJ/`'t/.1 NOT APPRO)W( I n MAR 14 2016 kDO -b 1 1 1 VPTiO KAREEMAH FOWLER Us.105060705.02 CITY CLERK,SOUTH BEND,IN SOUTH 8F O 227 W.JEFFERSON BOULEVARD PHONE:574/235-9371 SUITE 1400 S. d FAx:574/235-9021 SOUTH BEND,IN 46601-1830 wy "5`E,, e a K R 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR March 9,2016 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend, IN 46601 RE: Tax Abatement Petitions for: The Tower at Washington Square, LLC Dear Council Member Ferlic: The provided information in this cover letter and accompanying documentation are from the original packet provided to Council and is being included to Council for informational purposes due to the time delay in bringing back the Confirming Resolutions before Council for approval. Please find the attached information pertaining to the vacant building and real property tax abatement petitions for The Tower at Washington Square,LLC. Department of Community Investment's summary report Copy of the petitions Statement of Benefits forms Supporting information. The report contains the Department's findings relative to the above petitions. As detailed in the accompanying Tax Abatement Report the petitioner is requesting exceptions to the local ordinance as allowed by State law. A representative from The Tower at Washington Square,LLC will be available to meet with the Committee on Monday, March 14, 2016. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-5823. Sincerely, Filed in Clerk's Office144-1- f Aaron Kobb MAR 0 9 2016DirectorEconomicResources KAREEMAH FOWLER CITY CLERK,SOUTH SEND,IN PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES PAMELA C.MEYER BRIAN PAWLOWSKI AARON KOBB l y STATEMENT OF BENEFITS 20_PAY 20_ VACANT BUILDING DEDUCTION Stale Form 65182 IR/2-14} FORM SB•1!VBD Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement is being completed for real property that qualifies as an`eligible vacant building'as dofined by The nest and enyspec fclndivdus:'a IC fi-1.1-12,1.1(17). na'"information is confidential;the balance of the filing is public record per IC 6-1.1-12.1-5,1(c)end(d). INSTRUCTtON3 1. This statemont must bo submitted to the body designating tho Geonomlc Revitalize flon Area prior to the public hearing if the designating body requires Information from the applicant in making its decision about t,t•hether to designate on Economic Revitalization Area. Othen0se.this statement must be submitted to the designating body BEFORE the occupation of the eligible vacant building for which the porson rvishos to claim a deduction. 2. 70 obtain a vacant building deduction,a Four 322/VSO must be filed with the county auditor before May 10 in the year in which the property owner or his tenant occuples the vacant building or not later than thirty(30)days aRerthe assessment notice is mailed to the property o:wnerifit was mailed aflor-Aprif f0. it the property owner misses the May 10 deadline in the initial year of occmtpalion,he can apply between March 1 and May 10 of a subsequent year 3. A property owner)who files the Form 3221VBD must provide the county auditor and the designating booty with a Form CF-1/VBD to show compliance with the approved Fonn SB-INBD. The Fomm CF-11VBD must also be updafed each year in which the deduction Is applicable. Norma of I-payer The Tower at Washington Square LLC Address of taxpayer(number and street,city,sta(e,and Z1Pcode) 5-44 471h Avenue,3rd floor,Long Island City,NY 11101 J Name of contact poison^ Telephone number E-ma l address LibertyAnge)lades 718 ) 786-5555 theloweratwashinglonsquareliC®gmel I'SECTION 2 LOCATION AND DESCRIPTION OF PROPOSED • i Name of designating body Resdul on number South Bend Common Council L C, Location c propcAy County DLGF laying dstdct number 211 W.Washington St ( ` T4-L I) St.Joseph Description of eligible vacant building That the properly aNnerOr tenant will occupy fuse add6'unal smmots hnecessary). Estimated oceupar>cy dale(month,day,year) Hotel is part of a mixed use building. Hotel was closed In June 2014 shortly after purchase as 01/011/17 building had fallen into severe disrepalr and occupancy was less than 10%. Owner intends to Est mated date pIaced•In-use(month,dad yaaQ refurbish building beginning In late 2015 with re-occupancy to occur in early 2017 01/01/17 ECTION 3 ESTIMATE OF SALARIES At A RESULT OF .•. Current number Salaries Number reldned Saledes Number additional Salaries 62 16.87 SECTION ESTIMATED TOTAL COST AND VALUE OF PROPOSED ROJEcr REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE r Current values Plus estimated values of proposed projecl 15,245,274.00 Less values of any property being replaced Net estimated valuer;upon completion of project SECTION TO SELL OR LEASE VACANT BUILDING Described efforts by the owner or prav{ous awner to sell,lease,or rent the building during period of vacancy. Owner was unable to lease or rent the hotel beginning in June 2014 as the bullding's mechanical systems,HVAC and other internal systems had long term deferred maintenance Issues unattended which made it not viable. Deferred maintenance Issues subsequently led to burst water pipes causing significant Interior damage. Owner had to ultimately close the building and vacate all tenants to begin a long term rovitalziation project Slaw amount for which the building was offered for sale,lase,or rei11 during period of vacancy. I List any other benefits resu{ling from the occupancy of the e6gb!e vacant building. The building is the most prominent buliding In downtown South Bend and its location on Main Street make it an important community asset central to the City's continued revitalization. The redevelopment of the building to an updated mixed use project will be a catalyst for t additional downtown development. The bullding will eventually provide a new hotel,residential apartments, retail space and a refurbished parking garage(including parking for public use). SECTION I hereby Celli- that the representations in This statement are true. SI n re of autho zed rzx,", Ted Date signed(mcnt2 day,year) l Manager _ 09/18/15 Page 1 of 2 i FOR USE OF DESIGNATING :•r We find that the applicant meets the general standards In the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides for the following limitations: A. The designated area has beep limite to a priod of time not to exceed 1 calendar years`(see below). The date this designation expires Is I Q 2 r] 2-hisr-- B. The amount of the deduction applicable is limited to s n lL) I j rn I 1 C. Other limitations or conditions(specify) - D. Number of years allowed: Year 1 Year 2 Year 3 Year 4 0/Year 5("see below) Year 6 Year 7 Year 8 Year 9 M Year 10 E. Fope state ant of benefits approved after June 30,2013,did the designating body adopt an abatement schedule per IC 6-1.1-12.1-17? Yes No If yes,attach a copy of the abatement schedule to this form. If no,the designating body Is required to establish an abatement schedule before the deduction can be determined. We have also reviewed the Information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits Is sufficient to justify the deduction described above. Approved(signatu a an itle ofauthon.zed member ofdesignating dy) Telephone number Date signed(month,day,year) 235 -9231 513110 Printed nam authorized member of designating body Name of designating body KiR o n L , White, A- lay Sou fiend C"mrn C ur I Attested by(signature and ofattester) Printed name of attester De u Cleo A I\. 2Wriaj bepu I If the designating ody limits the time period during which an area is an economic revitalization area,that limitation does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years that is less than the number of years designated under IC 6-1.1-12.1-17. 4 IC 6-1.1-12.1-1(17)"Eligible vacant building"means a building that: A)is zoned for commercial or Industrial purposes:and B)is unoccupied for at least one(1)year before the owner of the building or a tenant of the owner occupies the building,as evidenced by a valid certificate of occupancy,paid utility receipts,executed lease agreements,or any other evidence of occupation that the department of local government finance requires. IC 6-1.1-12.1-17 Abatement schedules j Sec.17.(a)A designating body may provide to a business that Is established In or relocated to a revitalization area and that receives a deduction under section 4 or 4.5 of this chapter an abatement schedule based on the following factors: 1) The total amount of the taxpayer's Investment in real and personal property. 2) The number of new full-time equivalent jobs created. E 3) The average wage of the new employees compared to the state minimum wage, 4) The infrastructure requirements for the taxpayer's Investment. b)This subsection applies to a statement of benefits approved after June 30,2013. A designating body shall establish an abatement schedule for each deduction allowed under this chapter. An abatement schedule must specify the percentage amount of the deduction for each year of the deduction. An abatement schedule may not exceed ten(10)years. 7i{ c)An abatement schedule approved for a particular taxpayer before July 1,2013,remains in effect until the abatement schedule expires under the terms of the resolution approving the taxpayer's statement of benefits. i t a 3 t Page 2 of 2 i, 4 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") dated as of the 3rd day of March, 2016, serves as confirmation of a commitment by The Tower at Washington Square, LLC (the Applicant"), pending a March 14, 2016 public hearing, to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(the "Commitments"). 1.Commitments of Citpplicant. Subject to the adoption of a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana the "City") commits to providing a(10)ten-year vacant building real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation of a building located on property identified as 211 West Washington St., South Bend, Indiana 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$11,286,774 in building improvements and $3,958,500 in furniture/fixtures towards the hotel space as part of a large scale redevelopment project to an existing building commonly known as the former Chase Tower. This portion of the overall project will create (62) sixty two jobs over the life of the abatement, representing an annual payroll of$2,175,555. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted by Applicant to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the date of this Agreement and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Eleven Million Two Hundred Eighty-Six Thousand Seven Hundred Seventy-Four Dollars ($11,286,774) for building improvements and Three Million Nine Hundred Fifty-Eight Thousand Five Hundred Dollars ($3,958,500) for furniture/fixtures, and (b) this portion of the overall project will create 62 jobs over the life of the abatement with an annual payroll totaling Two Million One Hundred Seventy-five Thousand Five Hundred Fifty-five Dollars ($2,175,555). 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6.Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet. The Applicant shall have thirty days from the date of receipt of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper,the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal SBCC's determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (the "Statement") as calculated in accordance with the South Bend Municipal Code Section 2-84-14(h) and as permitted by Indiana law, and Applicant shall make such repayment to the City within 90 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: If to Applicant:The Tower at Washington Square, LLC 5-44 47t`Avenue, 3rd Floor Long Island City,NY 11101 Attn: Liberty Angeliades If to the City: City of South Bend,Indiana 227 West Jefferson Blvd. Suite 14005 South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no parry may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding_AAgreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such parry and that this Agreement constitutes a valid and binding obligation of the parry. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such parry hereunder. Remainder of page intentionally blank.] r r S IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" The Tower at Washington Square, LLC City o Tana Bye, y. Liberty A lia es, anager Tim Scott President, South Bend Common Council Approved as to Legal Adequacy and Form g his /` d of .1 i 2 .0p16 Y Y Gavin Ferlic Chairperson, Community Investment 1--A Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council y; Zr- Aaron Kobb Department of Community Investment Counsel for Applicant Y Pete Butti Mayor Signature page to the MOA—Hotel) sTH EE o mod. Filed in &I CO)rIc'S Office P£AE SEP 0 5 2018 1865 K KAREk:M1•"eH FOWLER CITY CLERK,SOUTH REND,INCITYOFSOUTH COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5, 2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building I South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc.,Tower at Washington Square LLC. i Dear Council Member Ferlic: t As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the I' abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations(detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. a f Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIELJ.BUCKE IiMTERALKEYNAALDEmGEPAMELAMEYERThtCORcoRm Bushmss DEVEr oPiviEm Er GA=- m-T&EcoNomc EhipowERww NEIL oRHo0D DEvELoPN-= PLAl\'NINC&GozD imy RESOURCES P EXCELLENCE I ACCOU NTAB I LITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov BILL NO. 18-50 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required.forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and-filed appropriate forms to the St.Joseph County Auditor Office. The designation period expired on June 22,2017. JSK Development axeland Hospitality/Holiday Inn Express . The project was completed in April 2018. The company has invested$6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at f Michigan and the Bypass. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on July 13,2017. JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested$11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018. The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has not received a form 11 for a full assessment of the property frown the St.Joseph County Assessor Office.The designation period expired on December a 17,2017.E i i 1 r Page 2 i s CITY OF SOUTH BEND j COMMUNITY INVESTMENT Ima Bering Entezprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington Glotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs.The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. i Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. Since 1 , I I Daniel J. uckenmeyer Director of Business Development i I 3f Page 3 BRADLEY C O M P A N Y August 2,2018 112 W.Jefferson Blvd„Suite 300 I South Bend,IN 46601 1574,237.6000 Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W.Jefferson Blvd.,Suite 1400S i South Bend,IN 46601 f Re: Tower at Washington Square r Resolution Number 4501-15/4536-16 HOTEL:4502-15 PARKING GARAGE;4503-15 RETAIL; 4506-15 APARTMENTS ii Dear Mr. Buckenmeyer, I We are writing to ask foryour support and favorable recommendation to extend the 3-year expiration g of the Declaratory Resolutions 4501-15/4536-16;4502-15;4503-15 and 4506-15 for the Tower at Washington Square from October 20,2018 to October 20,2020. We are requesting an extension on Resolution 4503-15 and 4506-15 due to the size and-nature of the project taking longer than a anticipated. Resolution 4502-15 sections of theTheHotel(Resolution 4501-15/4536-16)and Parking Garage{R ut project are complete and opened on September 27,2017. Notice of Assessments were sent on July 171) 2018 for all parcels,However,they are not fully re-assessed yet which is the reason for the extension request for these 2 Resolutions. All CF-1's have been filed in a timely manner since the inception of the Declaratory Resolution. The actual private investment so far is$38,5MM with another$15MM to finish the Apartments and the Retall space. There have been 45 of 62 jobs created so far. Thank you in advance for your support in this matter. Should you need additional information,please contact me at(574)968-9266.Filed in Clerk's Office 3 Sincerely, c aEE512013 a 1 KAREEMRH FQW ER ! i J .die Ruiz CITY CLERK,SOUTH REND IN s 3 Certified Tax Representative for The Tower at Washington Square,LLC. 6 i 3 I g Filed in Clerk's Office BILL NO. 18-50 SEP 0 5 2019 RESOLUTION NO. KAREEMAH FOWLER CITY CLERK,SOUTH BEAD, IN A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4503-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 West Washington Street AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR PARKING GARAGE LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4503-15 designated the area located at 211 West Washington Street, South Bend, IN 46601 and which is more particularly described as follows: LOTS 239 &240 &VAC ALLEY W&ADJ OP and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4538-16, confirming the adoption of Declaratory Resolution No. 4503-15 on March 15, 2016; and WHEREAS, the Petitioner was granted a three-year designation period in Confirming Resolution No. 4538-16,which expired on September 29, 2018;however,the project has not been fully assessed; and WHEREAS, the Petitioner has requested additional one year to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4503-15 and Confirming Resolution No. 4538-16 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to four(4) calendar years from the date of adoption of Declaratory Resolution No. 4503-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2— 100% Year 3 —90% Year 4— 85% Year 5— 85% Year 6— 85% Year 7— 85% Year 8—60% Year 9—60% Year 10—60% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION No. 4538-16 Passed by the Common Council of the City of South Bend, Indiana March 14,20-1-6 . Attest: City Clerk Attest- President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana March 15, 20 16 Z'z "=,/ Z,---- City Clerk Approved and signed by me `'Yl' Ph 5 20. MW I Lr RESOLUTION NO. A RESOLUTION MODIFYING AND CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS: 211 West Washington Street AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TEN (10) YEAR REAL PROPERTY TAX ABATEMENT FOR: PARKING GARAGE LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS,the Common Council of the City of South Bend,Indiana,adopted Declaratory Resolution No. 4503-15 (the "Declaratory Resolution") designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and which was adopted by the Council on September 29, 2015 and approved by the Mayor that same date. WHEREAS, the Declaratory Resolution designated a portion of the property commonly known as 211 West Washington Street, South Bend, Indiana, and which is more particularly described as follows: Lots 239 & 240 & Vac Alley W &Adj OP and which is to be rehabilitated for use as parking garage as an Economic Revitalization Area; and WHEREAS, said property has been subdivided into four (4) separate tax parcels and the legal description and Key Number for the parcel relating to the parking garage is as follows: That part of the Northwest Quarter of Section 12, Township 37 North, Range 2 East, Portage Township, City of South Bend, St. Joseph County, Indiana which is described as: Parking Unit P-1) as shown on the "Declaration of Horizontal Property Ownership, Washington Square Condominium Horizontal Property Regime" as recorded by Document No. 1605719 on March 10, 2016 and those certain floor plans for the building recorded on the date of record of declaration as Document No. 1605718 in the records of the St. Joseph County, Indiana recorder's office. Subject to all legal easements, exhibits and restrictions of record for said Washington Square Condominium Horizontal Property Regime. Key Number 18-1008-032102 said parcel being referred to hereinafter as the "Property"); and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, a copy of the notice of adoption of a Declaratory Resolution and a statement containing substantially the same information as a statement of benefits filed with the Council has been filed with each taxing unit that has authority to levy property taxes in the geographic area pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing on March 14, 2016 for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby modifies and confirms its Declaratory Resolution to designate the Property as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for real property tax abatement only and is limited to three (3) calendar years from the date of adoption of the Declaratory Resolution by the Common Council rather than the two (2) calendar year designation due to the size, scope and complexity of the rehabilitation of the property. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted real property tax deduction for up to a period of ten (10)years as provided in the alternate abatement scheduled below pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et sqg. Real Property Year Abatement 1 100% 2 100% 3 90% 4 85% 5 85% 2 - US.105060625.02 6 85% 7 85% 8 60% 9 60% 10 60% SECTION III. This Resolution shall be in full f e and effect and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council f Filed in Clerk's Office Y407 APKOo n MAR 1 2016 1 i p,DppIQD X114 "j KAREEMAH FOWLER 3 - CITY CLERK,SOUTH BEND,IN US.105060625.02 S0UTH g 227 W.JEFFERSON BouLEvARD PHoNE:574/235-9371 SUITE 1400 S.FAx:574/235-9021 SOUTH BEND,IN 46601-1830 1865 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR March 9, 2016 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend, IN 46601 RE: Tax Abatement Petitions for: The Tower at Washington Square, LLC Dear Council Member Ferlic: The provided information in this cover letter and accompanying documentation are from the original packet provided to Council and is being included to Council for informational purposes due to the time delay in bringing back the Confirming Resolutions before Council for approval. Please find the attached information pertaining to the vacant building and real property tax abatement petitions for The Tower at Washington Square, LLC. Department of Community Investment's summary report Copy of the petitions Statement of Benefits forms Supporting information. The report contains the Department's findings relative to the above petitions. As detailed in the accompanying Tax Abatement Report the petitioner is requesting exceptions to the local ordinance as allowed by State law. A representative from The Tower at Washington Square, LLC will be available to meet with the Committee on Monday, March 14, 2016. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-5823. Sincerely, Filed in Clerk's Office Aaron Kobb PEAR 0 9 2016DirectorEconomicResources FA—F!-D-l-A—H t g—V''d°l.E1 CITY CLERK,SOUTH SE J,!N PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES PAMELA C.MEYER BRIAN PAWLOWSKI AARON KOBB TAX ABATEMENT REPORT TO: SOUTH BEND COMMON COUNCIL FROM:AARON KOBB SUBJECT: REAL PROPERTY TAX ABATEMENT PETITIONS FOR: The Tower at Washington Square, LLC DATE:March 9, 2016 Attached please find the petitions of The Tower at Washington Square LLC (the Petitioner"), seeking real property tax abatement for the real property within the City of South Bend, Indiana, commonly known as 211 West Washington Street (the "Property"). In order to permit Petitioner to increase the scope of the rehabilitation of the Property, Petitioner requests that the Common Council rescind Resolution 43 53-14 adopted on April 28, 2014 by the Common Council and Resolution No. 4361-14, adopted on May 12, 2014 by the Common Council which previously designated the Property as an Economic Revitalization Area for the purposes of tax abatement and only for a period of two (2) calendar years. As part of the increase in scope of rehabilitation, the Property shall be subdivided into four (4) separate tax parcels based upon the designated use of each tax parcel. The designated uses of the parcels shall be(i)a hotel; (ii)retail; (iii)parking garage; and(iv)residential apartments. Upon the subdivision of the Property,the Petitioner expects that each parcel will be owned by a separate entity, each affiliated with the Petitioner. The Petitioner requests a vacant building deduction for the parcel designated for a hotel. At this time,the Petitioner also requests a deduction for real estate improvements for the retail, parking garage, and residential uses. The requested tax deduction for the hotel, retail, parking garage and residential are set forth in the tax abatement schedule in each petition. The Petitioner requests that the Common Council now consider the (4) four petitions filed herewith and adoption of the related confirming resolutions. The Common Council should note the following exceptions to the local ordinance being requested for these petitions: Tower—Hotel Standard designation for an Economic Revitalization Area is two years. Petitioner is requesting this be three years. Project would qualify for a two year vacant building abatement. Petitioner is requesting a ten year abatement. Petitioner is requesting a revised abatement schedule as detailed in the accompanying Confirming Resolution. PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES PAMELA C.MEYER BRIAN PAWLOWSKI AARON KOBB Tower—Retail Standard designation for an Economic Revitalization Area is two years. Petitioner is requesting this be three years. Project would qualify for a six year real property tax abatement. Petitioner is requesting a ten year real property abatement. Petitioner is requesting a revised abatement schedule as detailed in the accompanying Confirming Resolution. Tower—Parking Garage Standard designation for an Economic Revitalization Area is two years. Petitioner is requesting this be three years. Project would qualify for a three year real property tax abatement. Petitioner is requesting a ten year real property tax abatement. Petitioner is requesting a revised abatement schedule as detailed in the accompanying Confirming Resolution. Tower-Apartments Standard designation for an Economic Revitalization Area is two years. Petitioner is requesting this be three years. Project would qualify for a nine year real property tax abatement. Petitioner is requesting a ten year abatement. Petitioner is requesting a revised abatement schedule as detailed in the accompanying Confirming Resolution The Common Council should also note the following business case considerations for allowing an exception to the local ordinance: The building is the most prominent building in downtown and requires substantial investment to cure mechanical and structural deficiencies. The proposed use fits in with the overall plan for the downtown. The proposed deal structure requires no public cash investment. PROJECT SUMMARY FOR THE FOUR REQUESTED ABATEMENTS Total project taxes during ten year abatement period—$5,825,917 Estimated taxes being abated during ten year abatement period—$3,778,026 Total taxes to be paid during ten year abatement period—$2,047,891 EMPLOYMENT IMPACT Per the petitions, it is estimated that the total project will: Create 89 permanent, full-time jobs in the ten year abatement period,representing a new annual payroll of$2,899,894 i STATEMENT OF BENEFITS REAL ESTATE IMPROVEMENTS 20___ PAY 2o_ _ Stale Fani 511e1(R4 12.13)FORM 60-11 Real Property Prescribed by the Department of Local Government Finance PRIVACY NOTICE This statement Is being completed for real property that qualifies under the following Indiana Code(check one bo)c):1pelre cost and any specific indi,dual s Redevelopment or rehobilita(lon of real estate improvements(IC 6-1.1-12.10 a+encenoftnaiDng515 ubicrtco d D Resldenlialty dls(ressed area(IC 6 1.1-12.1-4.1)k e-1-1-f2.1-s.1ly and(d) INSTRUCTIONS: 1, This statement must be submitted to the body designating the Econanfk Rovltalizatton Area prlorlo the public hearing If the designating bodyraqulres information from the applicant In making its decision about whather to designate an Economic Revitalization Area. Olhenviso,(his 3fatement must be submitted to the designating body BEFORE the redevelopment or rehabMallon of real properly for tvhkil lire person lushes to claim a deduction. Prgacts'pianned or committed io aflerJuly 1, 1987,and areas designated aRerJuiy 1, 1987,requke a STATEMENT OF BENEFITS. (IC 6-1.1-121) 2 Approval of the designating body(City Council, Ymm Board,Counly Council,etc.)must be obtained priorto Inhiallon of the redevelopment or rehabllitallon,BEFORE deduction may be approved. 3. To obtain a deduction,a Form 322rRE must be filed with the CounfyAuddor before May 10 in the yearin which the addition to assessed valwWon is made or not later than thirty(30)days afterlhe assessment notice Is mallad to the property ownerif divas mailed aRerApril 10. If Iha property owner misses the May 10 deaddav in the inillal year of occupation,he can apply between March 1 and May 10 of s subsequent year, 4- Property owners whose Statement of BeneRr s was approved aher June 30, 1991,must attach a Form CF-1/Real Property snnuetty to the application to show cornplianco with the Statement of Benefits. (iC 6.1.1.12.1-5.l(b)and IC 61.1.12.1.5, 5. The schedules eslobahad under IC G 1.1-12,1-4(d)for rohablGletedproperty app y to any economic revitalization areas designated afferJUne 30,2000, unless an ahemattve dedvoNon Schedule is adopted by the designating body(iC 6-1.1-12,1-17). The schedules eNecilve priorto July 1,2000,shall continue to apply to economic revilalhetion areas designated before July 1,2000. WRIMI Nnme of taxpayer The Toner at Wsringtm Squar•t LC Add re"of laxpayar(nvnl6or end s1maI,dryV00 endZ!Pcode) 614 477th Avcnua.3rd Flocr,Long Rand C7•NY 11101 NamG of conbsct pars"X;cphono number E•mai:eddroes Liberty Angneedes 1&7665 55 thelateraP,vash'rv0lonsq er•IiY gmei.00rn Name of des(pnallny body RcWutbn number South Bond Common Comdl 415 Lout eon of prcgersy County DLGf IafdAg di•Ircl number 211 W.WasrinplotlSt.w st,loseph 6 cnption sweat properly Irrprovemen .redevetop=n rehabliur5on(use lfnecessary) Esbmaled 4wt dale(mh th,day, 091'10/15 1ho W,4,D-s eyo and zgnifK t deferred mn nlcnnnro Issues ha•ro madn Iha wtding obso'es l%vu co a compla•.e rnod•mbation of brhVrq,Indu Ealane:ed txxnplttial de;e(month,dry,yeai) olrovn currenlnumbcr Spledes Nurrbenelatncd Set•rles NumteraddifoneJ Salaries 0 0 1 12x0 r r • r r ••t REAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Current values 1 9-s 1/1 9/Ll Plus e-silmeted values of proposed project 2239000 Lass values of arty property being replaced Net astlinaled values upon oompleUon of pro ecl E61101ated solid waste converted(pounds) Estimated Racardous waste converted(pounds) Olhor bvrlcfil+ SECTION 1 hereby certify that the representations in this statement are true. Signs r ofavV;crized«pres•n Tite Dateslgnad(monlh,dey.yea>1 ha sg rr Ia/15 Page 1 of 2 e- BODY We.find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under IC 6-1.1-12.1,provides'for the following fimitations: A. The designated area has.een limited to a period of time not to exceed, calendar years"(see below), The dale this designation expires is I0?Ib 1 B. The type of deduction that is allowed in the designated area is limited to: 1.Redevelopment or rehabilitation of real estate Improvements Yes No 2.Residentially distressed areas y1 Yes 13 No C. The amount of the deduction applicable is limited to$ n o I I l D. Other limitations or conditions(specify) (/ E. The deduction is allowed for. 10 rJ years"(see below). F. Did the designating body adopt an alternative deduction schedule per IC 6-1.1-12,1-17? Yeslo If yes,attach a copy of the alternative deduction schedule to this farm. i We have als rev ed the Information c tamed in t/st ment of benefits and find(fiat the estimates and expectations are reasonable and have determi d he totality of benefit f ale o J deduction described above, Approved(sdn ture and title ofautho»zed member of design ng body) Telephone number Date signed(month,day,year) W i t r t ) 23 5 ' q 2-31 5 2 2b Attested y at4re ar title of attester) De's nated body n C m m c-n Cu w-j U Jf the designs g do y mils the time period during w ofi.an area is an economic revitalization area,it does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years designated under IC 6-1.1-12.14. A. For residentially distressed areas,the deduction period may not exceed five(6)years. B. For redevelopment and rehabilitation or real estate Improvements: 1. If the Economic Revitalization Area was designated prior to July 1,2000,the deduction period is limited to three(3),six(6),or ten(10)years. 2. If the Economic Revitalization Area was designaled after June 30,2000,and Is not Ina residentially distressed area,the deduction period may not 1exceedten(10)years. I s i t 0s a Page 2 of 2 s ' MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") dated as of the 3rd day of March, 2016, serves as confirmation of a commitment by The Tower at Washington Square, LLC (the Applicant"), pending a March 14, 2016 public hearing, to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(the "Commitments"). 1.Commitments of City and Applicant. Subject to the adoption of a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana the "City") commits to providing a (10) ten-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation of a building located on property identified as 211 West Washington St., South Bend, Indiana 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$2,236,000 in building improvements towards the parking garage as part of a large scale redevelopment project to an existing building commonly known as the former Chase Tower. This portion of the overall project will create (1) one job over the life of the abatement, representing an annual payroll of$24,960. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted by Applicant to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. i 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the date of this Agreement and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Two Million Two Hundred Thirty-Six Thousand Dollars 2,236,000) for building improvements, and (b)this portion of the overall project will create (1) one job over the life of the abatement representing an annual payroll of Twenty-four Thousand Nine Hundred Sixty Dollars ($24,960). 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet. The Applicant shall have thirty days from the date of receipt of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal SBCC's determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (the "Statement") as calculated in accordance with the South Bend Municipal Code Section 2-84-14(h) and as permitted by Indiana law, and Applicant shall make such repayment to the City within 90 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all V filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof, addressed as set forth below: If to Applicant:The Tower at Washington Square, LLC 5-44 47h Avenue, 3rd Floor Long Island City,NY 11101 Attn: Liberty Angeliades s ! If to the City: City of South Bend, Indiana 27 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" C' " The Tower at Washington Square, LLC of Sout a eBy: y: Liberty Ange iad s, M ager Tim Scott President, South Bend Common Council Approved as to Legal Adequacy and Form y: his /e/— day of /1a , Z01-5-&O"6 Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council By: Aaron Kobb Department of Community Investment Counsel for Applicant cf y: Pete Bu i Mayor X Signature page to the MOA—Parking Garage) Filed in Cler k's Office SEP 05 2018 RE fi FOWLER CITY OF SOUTHBENI*-' o °o JTCE °-'' COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc.,Tower at Washington Square LLC. i Dear Council Member Ferlic: As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the I abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations(detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. I' Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,.JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. h DANIELJ.BUCKENmmm ALKEYNA ALDRIDGE PAMELA MEM Tm CORCORAN Busms DEvmommm ENGAGEMENT&Eco\,owe ETLPOWERMENT NEIGHBORHOOD DEVELDEWNT PLAATNING&C0MMUI nY RESOURCES EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 14005 County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov i BILL NO. 18-51 CITY OF SOUTH BEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form. 11 from the St.Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required.forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 i new jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 and.filed appropriate forms to the St.Joseph County Auditor i Office. The designation period expired on June 22,2017. i JSK Development eland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form 11 from the St.Joseph County Assessor Office. The designation period expired on July 13,2017. JSK Development(Southhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 I new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. i JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018.The company has invested$18.4 million and created 19 new jobs and retained 5 jobs.The company has nat received a form 11 for a full assessment of the r property from the St.Joseph County Assessor Office.The designation period expired on December F 17,2017.E i r i j 7 f Page 2 4 s CITY OF SOUTH BEND ( COMMUNITY INVESTMENT Imo eering Enterprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington(Hotel and Parking Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a full assessment of these properties. The designation period will expire on September 29,2018. Tower at Washington(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. r The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. I Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. Since l , i I Daniel J. uckenmeyer f Director of Business Development M t i i 3 Page 3 3 BRADLEY C O M P A N Y August 2,2018 112 W.Jefferson Blvd„Suite 300 South Bend,IN 46601 1574,237,6000 Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W.Jefferson Blvd.,Suite 1400S South Bend,IN 46601 i I Re: Tower at Washington Square I i Resolution Number 4501-15/4536-16 HOTEL:4502-15 PARKING GARAGE;4503-15 RETAIL; 4506-15 APARTMENTS i Dear Mr. Buckenmeyer, I i We are writing to ask foryour support and favorable recommendation to extend the 3-year expiration of the Declaratory Resolutions 4501-15/4536-16;4502-15;4503-15 and 4506-15 for the Tower at i Washington Square from October 20, 2018 to October 26th,2020. We are requesting an extension on Resolution 4503-15 and 4506-15 due to the size and,nature of the project taking longer than anticipated. The Hotel(Resolution 4501-15/4536-16)and Parking Garage(Resolution 4502-15)sections of the project are complete and opened on September 27,2017. Notice of Assessments were sent on July 17t', 2018 for all parcels.However,they are not fully re-assessed yet which is the reason for the extension request for these 2 Resolutions. 1 i i All CF-1's have been filed In a timely manner since the inception of the Declaratory Resolution. The actual private investment so far is$38.5MM with another$15MM to finish the Apartments and the Retall space. There have been 45 of 62 jobs created so far. t Thank you in advance for your support In this matter. Should you need additional information,please contact me at(574)968-9266.Filed in Clerk's Office i Sincerely, y S E P 0 5 10113 1 KAREEMAH i-Q1lVi Fi i J lie Ruiz CITY CLERK,SOUTH BEND 11M Certified Tax Representative for The Tower at Washington Square,LLC. F c E I J I tI 5 y EFiled Clerk's Office BILL N O. 18-51 0 5 2018 AH i=OWLER RESOLUTION NO. SOUTH BEND,!N A RESOLUTION MODIFYING AND RECONFIRMING THE ADOPTION OF DECLARATORY RESOLUTION NO. 4502-15 DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 West Washington Street AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR RETAIL PROPERTY LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4502-15 designated the area located at 211 West Washington Street, South Bend, IN 46601 and which is more particularly described as follows: LOTS 239 &240 &VAC ALLEY W &ADJ OP and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4537-16, confirming the adoption of Declaratory Resolution No. 4502-15 on March 15, 2016; and WHEREAS, the Petitioner was granted a three-year designation period in Confirming Resolution No. 4537-16,which expired on September 29, 2018;however,the project has not been completed yet; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4502-15 and Confirming Resolution No. 4537-16 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to five (5) calendar years from the date of adoption of Declaratory Resolution No. 4502-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2— 100% Year 3—90% Year 4—85% Year 5—85% Year 6— 85% Year 7— 85% Year 8—60% Year 9—60% Year 10—60% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION No. 4537-16 Passed by the Common Council of the City of South Bend, Indiana March 14 20--L6—. Attest: City Clerk Attest President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana March 15, 20 16 City Clerk Approved and signed by me 5 20 " Mw RESOLUTION NO. A RESOLUTION MODIFYING AND CONFIRMING.THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS: 211 West Washington Street AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TEN (10) YEAR REAL, PROPERTY TAX ABATEMENT FOR: RETAIL PROPERTY LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS,the Common Council of the City of South Bend,Indiana,adopted Declaratory Resolution No. 4205-15 (the "Declaratory Resolution") designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and which was adopted by the Council on September 29, 2015 and approved by the Mayor that same date. WHEREAS, the Declaratory Resolution designated a portion of the property commonly known as 211 West Washington Street, South Bend, Indiana, and which is more particularly described as follows: Lots 239 &240& Vac Alley W&Adj OP and which is to be rehabilitated for use as retail property as an Economic Revitalization Area; and WHEREAS, said property has been subdivided into four (4) separate tax parcels and the legal description and Key Number for the parcel relating to the retail property is as follows: That part of the Northwest Quarter of Section 12, Township 37 North, Range 2 East, Portage Township,City of South Bend,St.Joseph County,Indiana which is described as: Retail Unit(RE- 1) as shown on the "Declaration of Horizontal Property Ownership, Washington Square Condominium Horizontal Property Regime"as recorded by Document No. 1605719 on March 10, 2016 and those certain floor plans for the building recorded on the date of record of declaration as Document No. 1605718 in the records of the St. Joseph County,Indiana recorder's office. US.105059206.02 Subject to all legal easements, exhibits and restrictions of record for said Washington Square Condominium Horizontal Property Regime. Key Number 18-1008-032101 said parcel being referred to hereinafter as the "Property"); and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, a copy of the notice of adoption of a Declaratory Resolution and a statement containing substantially the same information as a statement of benefits filed with the Council has been filed with each taxing unit that has authority to levy property taxes in the geographic area pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing on March 14, 2016 for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby modifies and confirms its Declaratory Resolution to designate the Property as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for real property tax abatement only and is limited to three (3) calendar years from the date of adoption of the Declaratory Resolution by the Common Council rather than the two (2) calendar year designation due to the size, scope and complexity of the rehabilitation of the property. SECTION Il. The Common Council hereby determines that the property owner is qualified for and is granted real property tax deduction for up to a period of ten(10)years as provided in the alternate abatement scheduled below pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. 2 - US.105059206.02 Real Property Year Abatement 1 100% 2 100% 3 90% 4 85% 5 85% 6 85% 7 85% 8 60% 9 60% 10 60% SECTION III. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Filed in Clerk's Office pp-s 3l i NOT APPIZOM MAR 14 2016 AcoPTW 3J I4 11°i KAREEMAH FOWLER CITY CLERK,SOUTH BEND,IN US.]05059206.02 SFPSTATEMENTOFBENEFITS FliM_pAY20`REAL ESTATE IMPROVEMENTS Slate Form 51767(R412.1J) 68.1 1 Roal propertyPrescribedbytheDepartmentofLocalGovernmentFinance ffPRIVACYNOTICECYNOTICE This statement is being completed for real propotty 11wi qualitios under the foltov ing Indiana Ccde(check one box): y specific indivbual's Redevelopment or rehabilitation of real estate improvements(tC 6-3.1-12.1 A) n Is eontdenaal;the np Is pub is rccortlt7Re5ldenUallydlslressedareeQC61,112.1.4.1) 15.1(c)and(d). INSTRUCTIONS: 1. This statement must be submifted to the body designaling the Economic Revdallzalforl Aran prior to the public hearing If the designating body requiresinfor7na0anfromtheappllcentInmakinglisdecisionaboutwhetheriodesignateanEconom/c Revilabzallon Area. Olhenvise,this statement must ba submitted to the designating body BEFORE the redevelopment ortehablldatlon of reel property for which lire person glishes to claim a deduclbn. Projects"planned or committed to after July 1. 1`987.and areas designated aher Poly 1,1987,require a STATEMENT OF BENEFITS. 2 Approval of tho ciesignaling body(City Council, TOM Board,County Council,etc.)must be ohleined priorto Initiation of the,ledevelopmentorrelrsbildetlon,BEFORE a deduction may be approved. 3. To obtain a deduction,a Foml 32ME must be filed I fh the CounlyAtrchlorbetare May 10 in this year In whkh the addition to assessed valuation Is made or not later than thirty(30)days afterlho assessment notice Is mailed to the property Owner it R was mailed after April 10. little property olvnermissestheMay10deadlineInthefnlllalyearofoccupation,he can apply belween March I and May 10 of a subsequent year. I j 4. Property owners Ivhose Statement of Benefifs was approved after June 30,1991,must attach a Form CF-1fReal Property annually to the appllcallwl toshowcompliancowiththeStatementofBene(ls, pC 6.1.1-12.1.5.1(b)and 1C 61.1-12.1-5,3nj J. 5. Tho schedules eatabrished underiC 6-1.1-12.1-4(d)for rehablidalcd property apply to any economic revilatizolion areas designated alley June 30,2oo0, unless an aftemahwe deduction schedule Is edopled by the designating body(IC 6 1.1-12.1-17). The schedules effective prior to July i,2000,shallcontinuetoapplytooconomicrrOoffmlonareasdesignatedbeforeJuly1,2000. F e of Lxpaycr onnr el Wskngln Squar•LLC ss of taxpayer(number ond46ael,dry,slate.and Z/Pcodo) 47ur Avenue,8n1 Flow,Long Island city,NY 11101 of contact person Tele one numter y Mperiades 18781, 55 ma8 oddre6S Itheorvcrohvashlnplonspuarel'2 p:neil.rom Nome tit dea}gneUng body rvr Common MN Reaofulbn nuLrbar i-V 3 t nOrproperty County - DLGFtoxina district number i 211 W.Via sNnglon St efia1l SL Josaph Descnpbon of real properly improverrenLs.redevelopment,or tehabiolation fine aMtorrotaheets tl recessarr) Eslimeled start dais(month.day yeah D9rz41t6 The b0ddng'•age&-A olgritcanl Worred mein;one we Muos have male 1ho trralvq ohsolnscnrt snr r,n cornplon mrdnm'catlon a WIdIng nduc Eist"led oorrip:etm date(maHf1 day.ycao D1101117 Gu«enlnumber Salades Numbarclalned Salaries Numberodail'onal Salariss 0 0 20 1200 REAL ESTATE IMPROVEIAENTS COST ASSESSED VALUE Current values Plus estimated values of proposeal project 2M71 Less values of any propertybeing replaced ket esllmaled values upon completion of pro eel Estlmaled solld wasle converted(pounds) Lsllmaled hazardous wasle converted(pounds) Offer ben•fib 1 I hereby cefttfyy that the representations in this statement are true. S1gn so auUwraed represen Toe Dale signed(month,day year) Menegsr 9118111, Page 1 of 2 We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passedunderIC6.1.1-12.1,provides for the following limitations: A. The designated a'ea has been Iimlled to a period of time not to exceed calendar years"(see below). The dale this designation expires l$ I 2 TZh_. 8, The type of deduction that is allowed in the designated area is limited lo: 1.Redevelopment or rehabilitation of real estate improvements El No 2.Residentially distressed areas VIZ.No C. The amount of the deduction applicable is limited to$ n J 111 t l D. Other limitations or conditions(specify) E. The deduction Is allowed for e Q r earsy "(see below). F. Did the designating body adopt an alternative deduction schedule per IC 6-1.1-12,1-17? Yes No I If yes,attach a copy of the alternative deduction schedule to this form. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the tolaiily of benefits is sufficient to justify the deductloh described above. Approved(s!gna1v4anpPf11e oraulhorized memb (.design ng bo Telephone number Dale si ned(Month,day,year) 235"q2 5 3 2011p A sl (i d f ter) Designate body bt u SaU th aj, If the design, ng bod II its the time period during which an area is an economic revitalization area,it does not limit the length of time a taxpayer is entitled to receive a ded on tc a number of years designated under IC 6-1.1-12.1-4. A. For residentially distressed areas,the deduction period may not exceed five(b)years. B. For redevelopment and rehabilitation or real estate improvements: 1. if the Economic Revitalization Area was designated prior 10 July 1,2000,the deduction period is limited to three(3),six(6),or ten(10)years. 2. If the Economic Revitalization Area was designated efter June 30,2000,and is not in a residentially distressed area,the deduction period may not exceed ten(10)years, j j i t F it 11! ik Page 2 of 2 F i MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") dated as of the 3rd day of March, 2016, serves as confirmation of a commitment by The Tower at Washington Square, LLC (the Applicant"), pending a March 14, 2016 public hearing, to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(the "Commitments"). 1. Commitments of City and Applicant. Subject to the adoption of a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana the "City") commits to providing a (10) ten-year real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation of a building located on property identified as 211 West Washington St., South Bend, Indiana 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all' sources of funds) of$292,971 towards retail space as part of a large scale redevelopment project to an existing building commonly known as the former Chase Tower. This portion of the overall project will create (20) twenty jobs over the life of the abatement, representing an annual payroll of$499,200. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted by Applicant to the Council with the Applicant's tan abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the date of this Agreement and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Two Hundred Ninety-two Thousand Nine Hundred Seventy- One Dollars ($292,971) for building improvements, and (b) this portion of the overall project will create 20 jobs over the life of the abatement representing an annual payroll of Four Hundred Ninety-nine Two Hundred Dollars ($499,200). 5. 'Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet. The Applicant shall have thirty days from the date of receipt of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal SBCC's determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (the "Statement") as calculated in accordance with the South Bend Municipal Code Section 2-84-14(h) and as permitted by Indiana law, and Applicant shall make such repayment to the City within 90 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governiniz Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested, thereof, addressed as set forth below: If to Applicant:The Tower at Washington Square, LLC 5-44 47th Avenue, 3`d Floor Long Island City,NY 11101 Attn: Liberty Angeliades If to the City: City of South Bend, Indiana 227 West Jefferson Blvd. Suite 14005 South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no parry may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" The Tower at Washington Square, LLC oSouth Ben iana Y•By: Liberty Ange • des, 2 pager Tim Scott President, South Bend Common Council Approved as to Legal Adequacy and Form By: his /V day of 2a-1 Gavin Ferlic J Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council By: Aaron Kobb Department of Community Investment Counsel for Applicant By: Pete B gieg Mayor Signature page to the MOA —Retail) Tn' a Filed ire l l' Officea 9 — U Ad I p S P 0 5 2018 9t K 865. KAREENIAH FOWLER SwtTY CLEi l ti®iJTFI BE,ICITYOff' SOUTHBENI COMMUNITY INVESTMENT JAMES MUELLER, EXECUTIVE DIRECTOR September 5,2018 Council Member Gavin.Ferlic, Chairperson Community Investment Committee South Bend Common Council 4th Floor, County City Building I South Bend„IN 46601 RE: Real Property Tax Abatement Extensions for: Historic JMS Building LLC,JSK Development Inc.,RDistrict One LLC,Imagineering Enterprises Inc.,Tower at Washington Square LLC. r' Dear Council Member Ferlic: r As part of our annual review process, we have found the need for several extensions to the designation periodfor previously approved tax abatements. These extensions would not alter the i length of the abatement itself, however. It has been a general practice, when granting a tax abatement, to allow a two-year designation periodfor the project to get underway, be completed, and receive its higher reassessed value. The clock on the designation period starts when the f abatement is granted by Council. Sometimes a project takes a bit longer to get underway and/or be completed, and sometimes the Assessor's office does not issue the reassessed value (and accompanying Form 11)within the two-year timeframe. For these situations(detailed below) the petitioners are asking Council to grant extensions of the designation period on the following tax abatements. Attached please find proposed forms of resolutions modifying and reconfirming the adoptions of declaratory resolutions for Historic JMS Building LLC,-JSK Development Inc.,RDistrict One LLC, Imagineering Enterprises Inc., Tower at Washington Square LLC which combined were granted a total of eleven real property tax abatements. DANIELJ.BUGKENIsmm ALKEYNAALDRIDGE PAMELA MEYER Thor CORGORAN BUSINESS DEVELOPMENT ENGAGEMENT&ECONOMIC EMPOWERbf1VT NEIGHBORHOOD DEVELOn'sw PLANrmo&Co?,snN TY REsoURGEs EXCELLENCE I ACCOUNTABILITY I INNOVATION I INCLUSION I EMPOWERMENT 1400S County-City Building 1227 W.Jefferson Blvd.I South Bend,Indiana 466011 p 574.235.93711 www.southbendin.gov BILL NO. 18-52 CITYOFSOUTHBEND I COMMUNITY INVESTMENT These modifications are related to extending a designation period from the date of adoption of the original Declaratory resolutions. Some of above mentioned companies received a form 11 from the St. Joseph County Assessor Office in July 2018.Those companies filed appropriate forms with the St. Joseph County Auditor Office in a timely manner, but the designation period already expired. Other companies have completed their projects but never received a form 11 with a full assessment values and as a result have not submitted required.forms to the St. Joseph County Auditor Office. Finally, two companies requested a designation period extension due to complexity of their projects that caused unanticipated delays. Historic JMS Building: The project was completed in March 2017. The company has invested$8.4 million and created 3 new-jobs. The JMS building now houses Centier Bank and apartments contributing to the density and vitality of downtown South Bend. The company received a form I l from the St. Joseph j County Assessor Office in July 2018 and.filed appropriate forms to the St.Joseph County Auditor r i Office. The designation period expired on June 22,2017. 1 JSK Development eland Hospitality/Holiday Inn Express): The project was completed in April 2018. The company has invested $6.5 million and created 17 new jobs. The Holiday Inn opened in May and is part of a revitalization of the South Side at Michigan and the Bypass. The company has never received a form I 1 from the St.Joseph County Assessor Office. The designation period expired on July 13,2017. I s JSK Development(S outhhold/Courtyard Marriott Downtown): The project was completed in April 2018. The company has invested $11 million and created 38 new jobs. The Marriott has truly enhanced our downtown streetscape and makes the Century t Center a more viable option to bring in citywide tourism and revenues from small conferences and shows. The company has never received a form 11 from the St. Joseph County Assessor Office. The designation period expired on May 26,2018. JSK Development(Southhold/Hall of Fame): The future use of the former College Football Hall of Fame Building was directly tied to the construction and subsequent opening of the Courtyard Marriott Downtown Hotel. While those plans did not come to fruition,JSK maintained their commitment to purchase the vacant property. The hotel project was completed in April 2018 and JSK is requesting a designation period extension on the vacant hall of fame building. The designation period expired on May 26,2018. RDistrict One(Studebaker Building 84): The project was completed in May 2018.The company has invested$18.4 million and created 19 new j obs and retained 5 jobs.The company has nbt received a form 11 for a full assessment of the property from the St.Joseph County Assessor Office.The designation period expired on December 17,2017.4 i Page 2 z s CITY OF SOUTH BEND I COMMUNITY INVESTMENT Ima eering Entezprises: The company was granted personal and real property tax abatements and proactively requested a designation period extension due to a significant increase in its strategic investments. The designation period will expire on September 26,2018. Tower at Washington(Hotel and Parking_Garage): Two projects were completed in September 2017. The company has invested $38.5 million and created 45 new j obs. The company received a form 11 from the St. Joseph County Assessor Office in July 2018 but is still waiting for a frill assessment of these properties. The designation period will expire on September 29,2018. Tower at Washiniton(Retail and Apartments): Two projects have,not been completed yet due to the size and nature of the project. The company is investing $15 million into the ongoing project. The company requested an extension of the designation period for these project elements.The designation period will expire on September 29, 2018 for the Retail elements and on October 26, 2018 for the Apartments. The Department of Community Investment supports these requests for extension of the designation period. These companies have met or exceeded their other abatement milestones and commitments, generating visible growth and community impact. Should you or any of the other Council members have any questions concerning the report,or need additional information,please feel free to call me at 235-5823. Since 1 , I Daniel J. uckenmeyer j Director of Business Development i C i f I E E Page 13 i f C O M P A N Y BRADLEY August 2,2018 112 W.Jefferson Blvd„Suite 300 I South Bend,IN 46601 1574,237.6000 Daniel Buckenmeyer Director of Economic Resources and Business Development Department of Community Investment City of South Bend 227 W.Jefferson Blvd.,Suite 1400S South Bend,IN 46601 Re: Tower at Washington Square Resolution Number 4501-15/4536-16 HOTEL:4502-15 PARKING GARAGE;4503-15 RETAIL; 4506-15 APARTMENTS i Dear Mr. Buckenmeyer, We are writing to ask for your support and favorable recommendation to extend the 3-year expiration of the Declaratory Resolutions 4501-15/4536-16;4502-15;4503-15 and 4506-15 for the Tower at Washington Square from October 20,2018 to October 20h,2020. We are requesting an extension on Resolution 4503-15 and 4506-15 due to the size and-nature of the project taking longer than anticipated. The Hotel(Resolution 4501-15/4536-16)and Parking Garage(Resolution 4502-15)sections of the project are complete and opened on September 27,2017. Notice of Assessments were sent on July 17th, 2018 for all parcels,However,they are not fully re-assessed yet which is the reason for the extension request for these 2 Resolutions. i All CF-1's have been filed in a timely manner since the inception of the Declaratory Resolution, l s 38.5MM with another 15MM to finish the Apartments and theTheactualprivateinvestmentsofari $ p l Retail space. There have been 45 of 62 jobs created so far. Thank you in advance for your support in this matter. i Should you need additional information,please contact me at(574)968-9266.Filed in Clerk's Office Sincerely,FEP051-ola KAREEMAHi I=b v lq J .lie Ruiz CITY CLERK,SOUTH BEND IN Certified Tax Representative for The Tower at Washington Square,LLC. l 1 ff 1 I 1 s F BILL NO. 18-52 Filed in Clerk's Office RESOLUTION NO. SEP 0 5 2018 ER A RESOLUTION MODIFYING AND RECONFIRMING T 7W0P-ffW" Env® t DECLARATORY RESOLUTION NO. 4506-15 DESIGNATING CERTA--- AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS 211 West Washington Street AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A 10) TEN YEAR REAL PROPERTY TAX ABATEMENT FOR APARTMENTS LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS, the Common Council of the City of South Bend has adopted declaratory resolutions designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and WHEREAS, Declaratory Resolution No. 4506-15 designated the area located at 211 West Washington Street, South Bend, IN 46601 and which is more particularly described as follows: LOTS 239 &240 & VAC ALLEY W&ADJ OP and which currently designated as an Economic Revitalization Area; and WHEREAS, upon proper notice, a public hearing was held, after which the Common Council issued Confirming Resolution No. 4539-16, confirming the adoption of Declaratory Resolution No. 4506-15 on March 15, 2016; and WHEREAS, the Petitioner was granted a three-year designation period in Confirming Resolution No. 4539-16, which expired on October 27, 2018; however, the project has not been completed yet; and WHEREAS, the Petitioner has requested additional two years to extend the designation period. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION I. The Common Council hereby determines and finds that the extension of the designation is appropriate and meets the requirements of Indiana Code § 6-1.1-12.1 et seq. SECTION II. The Common Council hereby reconfirms Declaratory Resolution No. 4506-15 and Confirming Resolution No. 4539-16 designating the area described herein as an Economic Revitalization Area for the purpose of a real property tax abatement. Such designation is limited to five (5) calendar years from the date of adoption of Declaratory Resolution No. 4506-15 by the Common Council. SECTION III. The Common Council hereby determines that the property owner is qualified for and is granted property tax deduction for a period of ten (10) years as shown below and further determines that the petition, the Statement of Benefits and the Memorandum of Agreement between the Petitioner and the City of South Bend comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et seq. Year 1 — 100% Year 2— 100% Year 3 —90% Year 4—85% Years -85% Year 6-85% Year?-85% Year 8—60% Year 9—60% Year 10—60% SECTION IV. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approval by the Mayor. Tim Scott, Council President South Bend Common Council 2 RESOLUTION No. 4539-16 Passed by the Common Council of the City of South Bend, Indiana March 14,20 16 Attest: City Clerk Attest, President of Common Council Presented by me to the Mayor of the City of South Bend, Indiana March 15, 20 16 City Clerk Approved and signed by me — 20. . RESOLUTION NO. 453]-l(P A RESOLUTION MODIFYING AND CONFIRMING THE ADOPTION OF A DECLARATORY RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF SOUTH BEND, INDIANA, COMMONLY KNOWN AS: 211 West Washington Street AS AN ECONOMIC REVITALIZATION AREA FOR PURPOSES OF A TEN (10) YEAR REAL PROPERTY TAX ABATEMENT FOR: APARTMENTS LOCATED AT THE TOWER AT WASHINGTON SQUARE LLC WHEREAS,the Common Council of the City of South Bend,Indiana,adopted Declaratory Resolution No. 4506-15 (the "Declaratory Resolution") designating certain areas within the City as Economic Revitalization Areas for the purpose of tax abatement consideration; and which was adopted by the Council on October 27, 2015 and approved by the Mayor that same date. WHEREAS, the Declaratory Resolution designated a portion of the property commonly known as 211 West Washington Street, South Bend, Indiana, and which is more particularly described as follows: Lots 239 & 240 & Vac Alley W &Adj OP and which is to be rehabilitated for use as apartments as an Economic Revitalization Area; and WHEREAS, said property has been subdivided into four (4) separate tax parcels and the legal description and Key Number for the parcel relating to the apartments is as follows: That part of the Northwest Quarter of Section 12, Township 37 North, Range 2 East, Portage Township, City of South Bend, St.Joseph County, Indiana which is described as: Apartment Unit R-1) as shown on the "Declaration of Horizontal Property Ownership, Washington Square Condominium Horizontal Property Regime"as recorded by Document No. 1605719 on March 10, 2016 and those certain floor plans for the building recorded on the date of record of declaration as Document No. 1605718 in the records of the St. Joseph County, Indiana recorder's office. US.105007109.01 Subject to all legal easements, exhibits and restrictions of record for said Washington Square Condominium Horizontal Property Regime.. Key Number 18-1008-032103 said parcel being referred to hereinafter as the "Property"); and WHEREAS, notice of the adoption of a Declaratory Resolution and the public hearing before the Council has been published pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, a copy of the notice of adoption of a Declaratory Resolution and a statement containing substantially the same information as a statement of benefits filed with the Council has been filed with each taxing unit that has authority to levy property taxes in the geographic area pursuant to Indiana Code 6-1.1-12.1-2.5; and WHEREAS, the Council held a public hearing on March 14, 2016 for the purposes of hearing all remonstrances and objections from interested persons; and WHEREAS, the Council determined that the qualifications for an economic revitalization area have been met. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana, as follows: SECTION 1. The Common Council hereby modifies and confirms its Declaratory Resolution to designate the Property as an Economic Revitalization Area for the purposes of tax abatement. Such designation is for real property tax abatement only and is limited to three (3) calendar years from the date of adoption of the Declaratory Resolution by the Common Council rather than the two (2) calendar year designation due to the size, scope and complexity of the rehabilitation of the property. SECTION II. The Common Council hereby determines that the property owner is qualified for and is granted real property tax deduction for up to a period of ten(10)years as provided in the alternate abatement scheduled below pursuant to Indiana Code 6-1.1-12.1-17 and further determines that the petition, the Memorandum of Agreement between the Petitioner and the City of South Bend, and the Statement of Benefits comply with Chapter 2, Article 6, of the Municipal Code of the City of South Bend and Indiana Code 6-1.1-12 et s. 2 - us.105007109.01 Real Property Year Abatement 1 100% 2 100% 3 90% 4 85% 5 85% 6 85% 7 85% 8 60% 9 60% 10 60% SECTION 111. This Resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. Member of the Common Council Filed in Clerk's Office NOT AMO MAR 14 2016 ADC pMoo", 3I 1 I l KAREEMAH FOWLER CITY CLERK,SOUTH BEND,I!jj US.105007109.01 N r 227 W.JEFFERSON BOULEVARD k; ti r PHONE:574/235-9371 SUITE 1400 S. FAx:574/235-9021 SouTH BEND,IN 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG,MAYOR COMMUNITY INVESTMENT SCOTT FORD,EXECUTIVE DIRECTOR March 9, 2016 Council Member Gavin Ferlic,Chairperson Community investment Committee South Bend Common Council 4th Floor, County City Building South Bend, IN 46601 RE: Tax Abatement Petitions for: The Tower at Washington Square, LLC Dear Council Member Ferlic: The provided information in this cover letter and accompanying documentation are from the original packet provided to Council and is being included to Council for informational purposes due to the time delay in bringing back the Confirming Resolutions before Council for approval. Please find the attached information pertaining to the vacant building and real property tax abatement petitions for The Tower at Washington Square,LLC. Department of Community Investment's summary report Copy of the petitions Statement of Benefits forms Supporting information. The report contains the Department's findings relative to the above petitions. As detailed in the accompanying Tax Abatement Report the petitioner is requesting exceptions to the local ordinance as allowed by State law. A representative from The Tower at Washington Square,LLC will be available to meet with the Committee on Monday, March 14, 2016. Should you or any of the other Council members have any questions concerning the report, or need additional information,please feel free to call me at 235-5823. Sincerely, Filed in Clerk's Office Aaron Kobb PEAR 0 9DirectorEconomicResources Z0 6 KAREEMAH FOWLER CITY CLERK,SOUTH REND,IN PLANNING NEIGHBORHOOD ENGAGEMENT BUSINESS DEVELOPMENT ECONOMIC RESOURCES PAMELA C.MEYER BRUN PAWLOWSKI AARON KOBE STATEMENT OF BENEFITS 20 PAY 20_ REAL ESTATE IMPROVEMEP)T3 9tsu Fate 51797(R412.13) FORM 89-1 1 Real Property Prescribed by Ute Deparlmonl or Local GovenniTtenl Fkwlice PRIVACY NOTICE This stelemartt Is lb&0 g cotnpd®tad For meal pro"rty viat gtwjMw lA-KW ft robe lw Indfmta Code(check one box): The coot and any apedtb eedivedunl's Redevelopment or rehobftUm of real estate knprovan ants(IC 6.1.1.12.1-4) busty e o the Qk k s pub hac ere balance or the fdirq is public nerord ReaWelll e#y distressed am(1C&1.1-12.1-0.1) oar IC 61.1.72.1-5 Ile)"td). INSTRUCThm 1. This d& mart mndt be aubnafted to Me body dast ry the Eooaw*Revft&atbn Area Prior to the Public hearing Nth.deslpnennc body Mgtrdes tnforrrtatlon from the applicant in making its decision about whether to dad VW#an Econotnb 8Wn Area. OthOnvilsa,Ihls statement must be submitted to the destgneftng body BEFORE the redevelopment or rahablRfallon ofreal property for ivhkh the person W&fies to claim a deduction. TP q*cts`planned orcommnMd to arterJdy i,1887 and areas designated after July 1,1987,require o STATEMENT OF BENEFITS, (11364.1-121) 2 Approvef of the deskmfh q body(CV CoWWI.Town BoaA County Council.eta)must be obtalrted prior to lnHralbn of lily Mdevelopment or rehabilltallbo,BEFORE a deduction may be epproved. 3. Tb obtain a dsMUdbn,a Form 31214E must be t)tad*0 the CountyAWilorbefore May 10 in the year In whtdl the addition to assessed valuation is made or net later than thinly(30)day%after the asseismailt nolice is mailed to the pipperily owner Ifft was mailed aftrApfil io. ir(he property owner misses the May 10 deadline in the InNal year of occupatbn,he can apply between March f and May 10 ofa subsequent year.4, Property owners whose Statement of Senef:U was approved after June 30,1991,must attach a Porn CF-1AReal Property annually to the epplkatfon toshowcompliancewffhtheStatementofBanefits. (IC 6-1.1-12.1-31(b)and IC 6 i.9-12.i•6.3{7J 5. The Schedules t-stabltsiled underIG 6-t 1.121-4(d)far rehabihleted property Apply to any economic revilaGza(Ion areas designated eAer hnw 30.2000, unlass an aaftmadve dedurtlan Sdwgk*is adlptod by ft dssV*ky body(IC G 1,f-i2.f-1 r7. The scheduleseffective pdor to July 1.2000,shall corO?ue to apply to economic relrfalkellon areas dDSOMfed Wom July 1,2000. Name d tdgw Memo!one,LLC AdBra eaoflaxpsyer(numberandahsal.d1ysfak"andZiPmda) -- w5 a.Lataysee Bmisr—d,S.Ah BMA,InA ns 4eee1 Marne o{Ca1lKtpetson ltkephona rximhet E-mea address SMart E Pwanrm 574 ) 387-7M2 rn•n Name of A•Igna6ng Lady ResoNlbn n11t11bK Saual Bend Camnan COtsael S` Loolto n or prOpelly County OIGP fmtkg deftiet number 0.15 3.Lehyaea Bwtlsysrd,Smsh Barak I 4=1 SL Jasem COX" Descophei of real Properly lmproYementa,rodevMOPmanl er rehabriftWn(ose AdWenar sheets Irdeeeasary) EsameW scan dale(month,days jWd 171ISMI5 Lc&Nunbww ore(1)and Twee f3)a sfamn on use recorded Pbt of RE"SSANCE Let,DR SUBrAVr4GH,ramrdad 1or1n5 toe No.1526199 Fatinared ourtlNdon d+k(mm61 dnt>t 3IVi-J77 Cuurnl nun4>er S3':=.d_ NumLwnYhed Salnha 05 1 a 1 a • 1 RFAL ESTATE IMPROVEMENTS COST ASSESSED VALUE Currant values Pius p6(lmated values otpfoilosed pro ac!. 9•s/s/!e, ZSa Lees Values of art)progedy being rep)atxd so Net esill-vated values on CompfeUon of ect 70,:7Z Eatimaled sold waste convened(po(47da9 WA Esllmated ttazardam waste converted(pounds) WA Paler betr_fAs rh a pretecl vAl mvA In Ow redevstopmeni sib tahs WU1;on of Studehakat Buidinps 112 ant 113 atsd pro hfs use"phase d dMapn 1 rn M Iomrr Saulssasar Asa't1f family(ivy Tolrer) sic.TNf prated vNl prayslO the RQtLr•d f•aufty,#draatruc4rre and k4Eat parhlag b rstltfaz•asese Asa t ffl,%,n card mmm ee N rwtnzason or tie canons.The dla Is s taewnaM!sea w id r has been mosw rdn.e4W and caber of-seed and'or Vacant trace SludebekMa dvsrse 52 ye.ta ago. TAXPAYER CERTIFICATION 1 hereby certify that the rspreaentatlons in this statement are h le. 1- 71/a - e la IIQ7ed(mor+fn,rise r+r)—- Page 1*r2 r We find that the applicant meets the general standards in the resolution adopted or to be adopted by this body. Said resolution,passed or to be passed under 1C 6-1.1-12.1,provides for the following limitations: A. The designated Area ha been li ited to a period of time not to exceed_calendar years'(see below). The dale this designation expires is I, —,i - L&7 B. The type of deduction that is allowed in the designated area is limited to: 1.Redevelopment or rehabilitation of real estate Improvements Wyes No 2.Residentially distressed areas 19 Yes ®No C. The amount of the deduction applicable is limited to$ D. Other limitations or conditions(specify) E. The deduction is allowed for!IoD years*(see below), KYesF. Did the designating body adopt an alternative deduction schedule per IC 6-1.1-12.1-17? No If yes,attach a copy of the alternative deduction schedule to this form. We have also reviewed the information contained in the statement of benefits and find that the estimates and expectations are reasonable and have determined that the totality of benefits is sufficient to Justify the deduction described above. Approved( "gna e d tills ofaulhodzed memberr of designating body) Telephone number Date signed(month.day,year) Attesled by(signature and title of allester) Designated body V 121)--- If the d ignating body limits the time period during which an area is an economic revitalization area,it does not limit the length of time a taxpayer is entitled to receive a deduction to a number of years designated under IC 6-1.1-12.14. A. For residentially distressed areas,the deduction period may not exceed five(5)years. B. For redevelopment and rehabilitation or real estate improvements: 1. if the Economic Revitalization Area was designated prior to July 1,2000,the deduction period Is limited to three(3),six(6),or ten(10)years. 2. if the Economic Revitalization Area was designated after June 30,2000,and is not in a residentially distressed area,the deduction period may not exceed ten(10)years. OffFiledv,M a i Page 2 of 2 NEW,IN MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") dated as of the 3rd day of March, 2016, serves as confirmation of a commitment by The Tower at Washington Square, LLC (the Applicant"), pending a March 14, 2016 public hearing, to comply with the project description, job creation and retention (and associated wage rates and salaries) figures contained in its petition, Statement of Benefits, and attachments and this Agreement(the "Commitments"). 1.Commitments of City and Applicant. Subject to the adoption of a Declaratory Resolution and a Confirmatory Resolution by the South Bend Common Council (the "SBCC"), the City of South Bend, Indiana (the "City") commits to providing a (10) ten-year vacant building real property tax abatement for the Applicant, based on the Applicant's commitment set forth in Commitments regarding the renovation of a building located on property identified as 211 West Washington St., South Bend, Indiana 46601 approved as part of the Commitments. The Applicant commits to a capital expenditure (from all sources of funds) of$12,597,000 in building improvements towards the apartment space as part of a large scale redevelopment project to an existing building commonly known as the former Chase Tower. This portion of the overall project will create (6) six jobs over the life of the abatement, representing an annual payroll of$200,179. 2. Potential Impact of State of Indiana Circuit Breaker Law: The parties-note that the calculations regarding the affect of the tax abatement in question are based on the State of Indiana's tax rates currently in effect at the time of entering into this Memorandum of Agreement. The complete impact of the State of Indiana's Circuit Breaker law on the City's property tax revenues is unknown at this time. To assure that the City receives the projected amount of property tax revenues, which amount was calculated at the time of granting the tax abatement for the Applicant, the parties to this Memorandum of Agreement agree to adjust the length of the abatement and/or the percentage of deduction if the tax revenues due under the Circuit Breaker Law are less than what was initially projected and represented to the Common Council, as evidenced by the supporting documentation submitted by Applicant to the Council with the Applicant's tax abatement petition. However, in no case will the adjustments cause the property taxes to be paid to exceed the tax payments as initially projected and represented to the Common Council by the aforementioned supporting documentation. 3. Applicant's Compliance with City and State Laws. During the term of the abatement, the Applicant shall comply with Chapter 2, Article 6 of the South Bend Municipal Code entitled "Tax Abatement Procedures" and all governing provisions of the Indiana Code. During the term of this abatement, the City may annually request information from the Applicant concerning the nature of the Project, the approved capital expenditure of the Project, the number of full-time permanent positions newly created by the Project, and the average wage rates and salaries (excluding benefits & overtime) associated with the positions, and the Applicant shall provide the City with adequate written evidence thereof within 15 days of such request (the Annual Survey"). The City shall utilize this information and the information required to be filed by the Applicant in the CF-1 Compliance with the Statement of Benefits form to verify that the Applicant has complied with the commitments contained in the Commitments at all times after the date of this Agreement and during the duration of the abatement. The Applicant further agrees to provide the City with such additional information requested by the City related to the information provided in the Annual Survey and the CF-1 form within a reasonable time following any such additional request. 4.Substantial Compliance and Rights of Termination. The City, by and through the SBCC, reserves the right to terminate the Economic Revitalization Area designation and associated property tax abatement deductions if it determines that the Applicant has not made reasonable efforts to substantially comply with all the Commitments, and the Applicant's failure to substantially comply with the Commitments was not due to factors beyond its reasonable control. As used in this Agreement, "substantial compliance" shall mean the Applicant's compliance with the following: (a) Twelve Million Five Hundred Ninety-Seven Thousand Dollars ($12,597,000) for building improvements, and (b) this portion of the overall project will create 6 jobs over the life of the abatement with an annual payroll totaling Two Hundred Thousand One Hundred Seventy-nine Dollars ($200,179). 5. Factors Beyond Control. As used in this Agreement, factors beyond the control of the Applicant shall only include factors not reasonably foreseeable at the time of designation application and submission of Statement of Benefits which are not caused by any act or omission of the Applicant and which materially and adversely affect the ability of the Applicant to substantially comply with this Agreement. t 6. Repayment of Tax Abatement Savings. If at any time during the term of this Agreement the Applicant shall: (i) be delinquent or in default with respect to any tax payment in St. Joseph County, Indiana; or (ii) cease operations at the facility for which the tax abatement was granted; or (iii) announce the cessation of operations at such facility, then the City may immediately terminate the Economic Revitalization Area designation and associated tax abatement deductions, and upon such termination, require Applicant to repay all of the tax abatement savings received through the date of such termination. 7. Notice/Hearing of Termination. In the event that the City determines that the Economic Revitalization Area designation and associated tax abatement deductions should be terminated or that all or a portion of the tax abatement savings should be repaid, it will give the Applicant notice of such determination, including a written statement calculating the amount due from the Applicant, and will provide the Applicant with an opportunity to meet with the City's designated representatives to show cause why the abatement should not be terminated and/or the tax savings repaid. Such notice shall state the names of the person with whom the Applicant may meet. The Applicant shall have thirty days from the date of receipt of such notice to arrange such meeting and to provide its evidence concerning why the abatement termination and/or tax savings repayment should not occur. If, after giving such notice and receiving such evidence, if any, the City determines that the abatement termination and/or the tax repayment action is proper, the Applicant shall be provided with written notice and a hearing before the SBCC before any final action shall be taken terminating the abatement and/or requiring repayment of tax benefits. The Applicant shall be entitled to appeal SBCC's determination to a St. Joseph County Superior or Circuit Court. 8. Repayment. In the event the City requires repayment of the tax abatement savings as provided hereunder, it shall provide Applicant with a written statement calculating the amount due (the "Statement") as calculated in accordance with the South Bend Municipal Code Section 2-84-14(h) and as permitted by Indiana law, and Applicant shall make such repayment to the City within 90 days of the date of the Statement. If the Applicant does not make timely repayment, the City shall be entitled to all reasonable costs and attorneys' fees incurred in the enforcement and collection of the tax abatement savings required to be repaid hereunder. 9. Modification/Entire Agreement. This Agreement and the schedules attached hereto contain the entire understanding between the City and the Applicant with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, and conditions, expressed or implied, oral or written, except as herein contained. This Agreement may not be modified or amended other than by an agreement in writing signed by the City and the Applicant. The Applicant understands that any and all filings required to be made or actions required to be taken to initiate or maintain the abatement are solely the responsibility of the Applicant. 10. Waivers. Neither the failure nor any delay on the part of the City to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege with respect to any occurrence or be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 11. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 12. Applicant's Consent to Jurisdiction. The Applicant hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St. Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or by facsimile (with confirmation by registered or certified mail) or on the third business day following the mailing, by registered or certified mail, postage prepaid, return receipt requested,thereof, addressed as set forth below: y If to Applicant:The Tower at Washington Square, LLC 5-4447 1h Avenue, 3`d Floor Long Island City,NY 11101 Attn: Liberty Angeliades If to the City: City of South Bend, Indiana 227 West Jefferson Blvd. Suite 1400S South Bend, Indiana 46601 Attn: Aaron Kobb, Department of Community Investment 14. Assigmnent and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicant and their successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, in which consent shall not be unreasonably withheld. 15. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 16. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 17. No Personal Liability. No official, director, officer, employee or agent of the City shall be charged personally by the Applicant, its employees or agents with any liabilities or expenses of defense or be held personally liable to the Applicant under any term or provision of this Agreement or because of the execution by such party of this Agreement or because of any default by such party hereunder. Remainder of page intentionally blank.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Applicant" City" The Tower at Washington Square, LLC City of auth-Bend;Indiana Liberty An des, Mar&ger Tim Scott President, South Bend Common Council pproved,as to Legal Adequacy and Form y; his_/y'4 day of /7wc i, 2SL1 3'ao 6 Gavin Ferlic Chairperson, Community Investment Committee Kathleen Cekanski-Farrand Counsel, South Bend Common Council By; Aaron Kobb Department of Community Investment Counsel for Applicant By: Pete B Mayor Signature page to the MOA—Apartments) BILL NO. 42-18 BILL NO. 43-18 BILL NO. 44-18