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HomeMy WebLinkAboutBid Information and PacketsINDIANAPOLIS NEWSPAPERS, INC. FAX PROOF Ad Number: 6089385 Customer: CARMEL REDEVELOPMENT COMMISSION Contact: EMAIL/MATTHEW WORTHLEY Phone: 3175712787 Price: 140.28 Section: LEGAL Class: 0; LEGAL Size: 2 X 96 Start Date: 08/01/20].3 End Date: 08/08/20130r- dared: 9 Times Class: 0; LEGAL Printed By: C137 01/09/2014 Signature of Approval: Date: NOTICE TO BIDDERS City of Carmel, Indiana Department: Cannel Redevelopment Commission 30 West Maln Street, Suite 220 City of Carmel, Indiana 46032 Project: REQUEST FOR PROPOSALS Former Shapiro's Restaurant Site 918 South Range Line Road - Carniel, IN 46032 Notice is hereby given that the Carmel Rede- velopment Commission for the City of Car- mel, Hamilton County. Indiana will receive proposals for the above - described Project at the office of the Cannel Redevelopment Commission, 30 West Main Street, Suite 220, Carmel, Indiana 46032, until 5:00 pan. EDT on or before September 18, 2013. Proposals will be publicly opened and read aloud at the meeting of the Carmel Redevelopment Corn- mission the same day, September 18, 2013. which will be in the Council Chambers lo- cated on the second floor of City Hall at 6:30 p.m., at which time such Proposals will be taken under advisement. No late proposals will be accepted. It is the Carmel Redevelop- ment Commission's intent to review each proposal for compliance with bidding re- quirements and conformity with the Request for Proposals for the Protect. CRC reserves the right to: (a) consider or reject without consideration any Proposals that do not satisfy the Proposal Requirements: (b) reject any or all Proposals, including, without limi- tation, rejecting all Proposals if any of the CRC Contingencies are not satisfied; and (c) make an award to the highest and best bid- der, as described more particularly in the Bid Package, even if the Proposal submitted by the highest and best bidder does not satisfy all the Conditions for Redevelopment; each as further described in the Request for Pro- posals for the Project. In the event that the Carmel Redevelopment Commission does not receive any satisfactory Proposals, CRC reserves the right to enter into private nego- tiations with respect to the Project and/or the Project site; provided that CRC will not convey the Project site for an amount less than that set forth in the Notice of Sale for a period of at least 30 days. All proposals shall be properly and com- pletely executed on the forms provided- Bid- ding Requirements will include the non -col- lusion affidavit as required by the State of Indiana. The bid envelope must be sealed and have the following label on the lower left corner: REQUEST FOR PROPOSAL - FORMER SHAPIRO'S RESTAURANT SITE. A non - refundable deposit of $20,000 ($15,000 of which shall be applicable against the pur chase price for the Redevelopment Parcel) Is due with the proposal as well all of the Bid- der Qualifications. Request for Proposals are available at the City of Carmel Redevelopment Department office: Carmel Redevelopment Commission 30 West Main Street, Suite 220 Carmel, Indiana 46032 No Bidder may withdraw any bid or proposal within a period of ninety (90) days following the date set for receiving bids or proposals. Tbn torrent nntinunlnnmnnt rmnmia ion .n. serves the right to hold any or all bids or pro- posals for a period of not more than ninety (90) days and said bids or proposal shall re- main in full force and effect during said pe- riod. The Carmel Redevelopment Commis- sion reserves the right to reject and/or cancel any and all bids, solicitations and/or offers in whole or in part as specified in the solicitation when it is not in the best inter- ests of the governmental body as deter- mined by the purchasing agent in accor- dance with IC 542.18.2. Les 5. Olds. AIA Executive Director Cannel Redevelopment Commission (5. 8/1/13, 8/8/13 - 6089385) NOTICE OF SALE OF REAL ESTATE 918 South Range Line Road PARCEL #10 — Restaurant Facility Notice is given hereby that The City of Carmel Redevelopment Commission ( "CRC ") will open and consider written offers of purchase (the "Proposals ") of the parcel of real estate that is depicted as the Shapiro's Deli on the Location Map attached as Exhibit C, together with all improvements, fixtures, and equipment located thereon or therein (collectively, the "Parcel "). CRC will open the Proposals at 6:30 p.m. local time on September 18, 2013, as part of a public meeting to be held at the Carmel City Hall, One Civic Square, Carmel, Indiana 46032 (the "Public Opening "). The Proposals shall be submitted to CRC at the 30 West Main Street, Suite 220, Carmel, Indiana 46032 (the "CRC Offices "). The deadline for submission of Proposals is 5:00 p.m. local time on September 18, 2013 (the "Receipt Deadline "). At least five days before the Public Opening, interested parties will be able to obtain from the CRC Offices information concerning the room in which the Public Opening will occur. The offer by CRC of the Parcel for sale is made on the conditions set forth below (the "Conditions for Acquisition "). Permitted Use: The permitted use of the Parcel includes, without limitation, office, retail, and /or commercial use consistent with the Zoning Ordinance attached as Exhibit E. CRC Contribution: CRC is not committing to make any contribution to, or investment in, the Parcel. Minimum Offering Price: $2,100,000 Earnest Money: Parcel Condition: Due Diligence: Acquisition Date: Additional Requirements: Proposal Requirements: A non - refundable deposit of $20,000.00 ($15,000.00 of which shall be applicable against the purchase price for the Parcel). The Parcel is being offered on an "as -is" basis. Building and limited land are being offered for sale, along with surface parking rights. The successful bidder shall be responsible for all costs of due diligence with respect to the Parcel, including, without limitation, costs to: (a) obtain title insurance, a survey, and new or updated environmental reports; and (b) perform tests and inspections. The sale and purchase of the Parcel shall occur on or before November 18, 2013 (the "Closing Date "), at which time, the successful bidder shall: (a) pay to CRC the purchase price; and (b) acquire fee simple title to the Parcel. The successful bidder must satisfy the following requirements: (a) the purchase price shall be paid on the Closing Date; (b) all Proposals shall include proof of available funds; and (c) demonstrate a Permitted Use for the Parcel. Each Proposal must comply with the requirements of this Notice. CRC has caused to be prepared the exhibits listed below (the "Exhibits "), and CRC will make all of the Exhibits available at the CRC Offices for examination and use by all interested persons. This Notice, together with the Exhibits, constitutes the "Bid Package ". Exhibit A Instructions to Bidders Exhibit B Form Proposal Exhibit C Location Map and Survey Exhibit D Outline of Purchase Agreement Requests for information concerning the Bid Package or access to inspect the Redevelopment Parcel should be directed to: Matt Worthley, Carmel Redevelopment Commission, 30 West Main Street, Suite 220, Carmel, Indiana 46032; telephone: (317) 571 -2788; and e -mail mworthley @carmel.in.gov. CRC reserves the right to: (a) consider or reject without consideration any Proposals that do not satisfy the Proposal Requirements; (b) reject any or all Proposals; and (c) make an award to the highest and best bidder, as described more particularly in the Bid Package, even if the Proposal submitted by the highest and best bidder does not satisfy all of the Conditions for Acquisition. In determining the highest and best bidder, CRC shall take into consideration the following: (a) The purchase price for the Parcel, as proposed in each Proposal. (b) The general business reputation of the bidder. (c) The experience of the bidder with respect to the operation of projects similar to the bidder's proposed Permitted Use of the Parcel (the "Similar Projects "). (d) The record of the bidder with respect to the operation of Similar Projects in compliance with plans, permits, and laws. (e) The current ability of the bidder to operate the Parcel in compliance with plans, permits, and laws. (f) (g) The financial resources of the bidder and its principals. The financial resources of the bidder's equity investors. (i) Satisfaction by the bidder of the Proposal Requirements, compliance of the bidder with the Conditions for Acquisition, and satisfaction by the bidder of any additional requirements of the Bid Package. (j) Any other factors that CRC determines to be important in carrying out and serving: (i) the Conditions for Acquisition; (ii) the legal purposes of CRC; and (iii) the interests of The City of Carmel, Indiana, and its residents, from the standpoint of both human and economic welfare. A successful bidder will be required to execute a binding Purchase Agreement with CRC that is acceptable to CRC and that commits the bidder to: (a) satisfy the Conditions for Acquisition; and (b) fulfill the commitments made by the bidder in its Proposal. The Purchase Agreement shall include the terms and conditions outlined on Exhibit D to the Bid Package. Dated: , 2013 The City of Carmel Redevelopment Commission EXHIBIT A INSTRUCTIONS TO BIDDERS 1. GENERAL: CRC is offering the Parcel for sale. The location of the Parcel is depicted more particularly on the Location Map. The sale of the Parcel will be governed by the procedures stated in the Bid Package, and all Proposals, to qualify for consideration by CRC, must: (a) be prepared and submitted in accordance with the procedures stated in the Bid Package; and (b) utilize the forms provided in the Bid Package. The permitted use of the Parcel is as described in the Conditions for Acquisition. Each Proposal must include a bid to purchase the entirety of the Parcel. The sale and purchase of the Parcel must be closed by the Closing Date. The Parcel is being offered on an "as -is" basis. 2. PROPOSAL FORM: Each Proposal must: (a) be made on the form provided as Exhibit B, including Attachments A -D, to the Bid Package (the "Proposal Form "), which Proposal Form may not be altered in any way; (b) clearly state the name in which title to the Parcel will be held if the Proposal is accepted; and (c) include the names and addresses of each person or entity that will hold an interest in: (i) the title to the Parcel; or (ii) any entity that will hold an interest in the title to the Parcel. Erasures, corrections, or other changes in the Proposal are prohibited. 3. PROPOSAL ATTACHMENTS: Each Proposal should be accompanied by: (a) exhibits, drawings, renderings, and other materials indicating that the proposed acquisition will serve the interests of The City of Carmel, Indiana, and its residents; and (b) any other pertinent information that the bidder may wish to submit in the Proposal; provided that any such exhibits, drawings, renderings, other materials, and other information must be submitted as an attachment to the Proposal Form. 4. BIDDER QUALIFICATIONS: Each bidder shall submit Attachment B, Statement of Bidder's Qualifications, with its Proposal. If a Proposal is made subject to the bidder being successful in obtaining adequate financing to purchase the Parcel, then the bidder must present evidence to CRC that there is a reasonable assurance that the bidder will be able to obtain such financing. 5. ADDITIONAL MATTERS: Each bidder should specifically address the following items in its Proposal: (a) the degree of compliance with the Conditions for Acquisition, and the extent to which the Proposal incorporates the Preferential Features. (b) the experience of the bidder and the individuals who will be assigned to the Parcel (collectively, the "Bidder's Team "), with respect to Similar Projects, including, without limitation, the record of the Bidder's Team with respect to the operation of Similar Projects in compliance with plans, permits, and laws. (c) identification of Similar Projects in which the Bidder's Team currently is engaged. (d) evidence of the ability of the bidder to obtain the necessary financial resources to purchase the Parcel. This evidence should include: (i) the names and addresses of the bidder's equity investors and lender; and (ii) full financial statements of the bidder and its principals. (e) evidence of the financial resources of the bidder's equity investors and lender, including, without limitation, the financial resources committed and available to fund the purchase of the Parcel. This evidence should include: CO adequate financial statements of the bidder's equity investors; (ii) public reporting statements of the bidder's lender; and (iii) the name and position of a contact person for each of the bidder's equity investors and lender. (f) an adequate statement of sources and uses of funds. (g) the current ability of the bidder to operate the Parcel in compliance with plans, permits, and laws. (h) any changes that the bidder would require to the Outline of Purchase Agreement before the bidder would sign the Purchase Agreement. 6. EARNEST MONEY: Each Proposal must be accompanied by a deposit: (a) in the form of a cashier's check or a certified check, in either case payable to the order of CRC and drawn on a solvent bank; and (b) in the amount of $20,000.00 ('the Deposit"); provided that: (a) the Deposit shall become non - refundable if the bidder is notified that its Proposal has been accepted; and (b) $15,000.00 of the Deposit shall be applicable against the purchase price for the Parcel. No Proposal will be considered unless it is accompanied by the Deposit. The Deposit shall be given as security that the bidder, if notified that its Proposal has been accepted, shall: (a) deposit the Earnest Money immediately upon such notification; and (b) execute a binding Purchase Agreement with CRC within 10 days after such notification. The Purchase Agreement shall: (a) include the terms and conditions outlined in Exhibit D to the Bid Package; (b) commit the bidder to: (i) satisfy the Conditions for Acquisition; and (ii) fulfill the commitments made by the bidder in its Proposal; and (c) provide for the return or disposition of the Deposit and the Earnest Money; provided that: (a) CRC shall have the option of declaring the Deposit forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if the successful bidder fails to deposit the Earnest Money; and (b) CRC shall have the option of declaring the Deposit and the Earnest Money forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if the successful bidder fails to enter into the Purchase Agreement. Each Deposit made by an unsuccessful bidder shall be returned to the person who signed the Proposal on behalf of such bidder promptly after the successful bidder is selected. 7. RECEIPT BY CRC: Sealed Proposals will be received by CRC at the CRC Offices until the Receipt Deadline. Each bidder shall submit one original, and six complete copies, of its Proposal. All exhibits, drawings, renderings, other material, and other information submitted with the sealed Proposal shall be retained by, and shall become the property of, CRC. CRC shall open the Proposals at the Public Opening. Proposals may not be withdrawn after submission to CRC, except as expressly provided in the Proposal Form. 8. EXPLANATIONS: If a bidder: (a) finds any discrepancy in, or omission from; or (b) is in doubt as to the meaning of any of the provisions set forth in; the Bid Package or any part thereof, then the bidder shall provide written notice thereof to CRC, at the CRC Offices, at least seven days prior to the Receipt Deadline. CRC shall respond to such written notices by a written addendum to the Bid Package, each of which such addenda shall be: (a) on file in the CRC Offices; and (b) mailed to each bidder who obtains a Bid Package. All such addenda shall become part of the Bid Package, and all bidders shall be bound by such addenda. No oral interpretations or oral instructions will be made to any bidder as to the meaning of the Bid Package or any part thereof, and CRC shall not be responsible for any such oral interpretations and /or instructions. 9. REJECTION OR ACCEPTANCE: CRC reserves the right to: (a) consider or reject without consideration any Proposals that do not satisfy the Proposal Requirements; (b) reject any or all Proposals; and (c) make an award to the highest and best bidder, even if the Proposal submitted by the highest and best bidder does not satisfy all of the Conditions for Acquisition. 10. TRANSFER OF TITLE: Title to, and possession of, the Parcel will be transferred to the successful bidder in accordance with the provisions of the Purchase Agreement; provided that title to the Parcel will be conveyed by special (limited) warranty deed. 11. HIGHEST AND BEST BIDDER: In determining the highest and best bidder, CRC shall take into consideration the following: (a) the purchase price for the Parcel, as proposed in each Proposal; (b) the general business reputation of the bidder; (c) the experience of the bidder with respect to the operation of Similar Projects; (d) the record of the bidder with respect to the operation of Similar Projects in compliance with plans, permits, and laws; (e) the current ability of the bidder to operate the Parcel in compliance with plans, permits, and laws; (f) the financial resources of the bidder and its principals; (g) the financial resources of the bidder's equity investors and lender; (h) the extent to which the Proposal incorporates the Preferential Features; (i) satisfaction by the bidder of the Proposal Requirements, compliance of the bidder with the Conditions for Acquisition, and satisfaction by the bidder of any additional requirements of the Bid Package; and (j) any other factors that CRC determines to be important in carrying out and serving: (i) the Conditions for Acquisition; (ii) the legal purposes of CRC; and (Hi) the interests of The City of Carmel, Indiana, and its residents, from the standpoint of both human and economic welfare. EXHIBIT B PROPOSAL FOR ACQUISITION PROJECT NAME: Acquisition of Real Estate 918 South Range Line Road Parcel #10 — Restaurant Facility. PERMITTED USE The Permitted Use of the Parcel is as described in the Conditions to Acquisition. BIDDER'S PRICE: $ BIDDER'S DEPOSIT: $ BIDDER'S NAME: (Corporate Name or Authorized Representative) BIDDER'S ADDRESS: The undersigned, the of (the "Bidder ") having familiarized itself with the present conditions of the Parcel, offers to purchase from CRC the Parcel for the sum of $ , and tenders herewith an earnest money deposit of $20,000.00 (the "Deposit "); provided that: (a) if this offer is not accepted within 60 days after its receipt by CRC, then Bidder shall have the right to withdraw this offer and to secure the return of the Deposit; and (b) if another offer for the Parcel is accepted by CRC, then CRC shall return the Deposit to Bidder within 10 days after acceptance of such other offer. In submitting this offer it is understood that CRC reserves the right to reject this offer. If this offer is accepted, then, within 10 days after notification of such acceptance, Bidder shall execute a binding Purchase Agreement with CRC, which Purchase Agreement shall: (a) include the terms and conditions outlined in Exhibit D to the Bid Package; (b) commit Bidder to: (i) satisfy the Conditions for Acquisition; and (ii) fulfill the commitments made by Bidder in this offer; and (c) provide for the return or disposition of the Deposit. CRC shall have the option of declaring the Deposit forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if Bidder fails to deposit the Earnest Money when required by the terms and conditions of Exhibit A, and CRC shall have the option of declaring the Deposit and the Earnest Money forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if Bidder fails to enter into the Purchase Agreement when required by the terms and conditions of this Exhibit B. If this offer is accepted, then: (a) Bidder shall use the Parcel only for the Permitted Use; and (b) title to the Parcel shall be held in the name of Notice of the acceptance or rejection of this offer shall be deemed to be given or delivered if delivery is made in person or by: (a) electronic facsimile transmission to the number set forth below the signature of Bidder, with electronic confirmation of receipt; or (b) reputable overnight delivery service or certified mail, postage pre -paid, in either case, to the address set forth below the signature of Bidder, with return receipt requested. Attached hereto and incorporated herein by reference are the following: Attachment A - Legal Description Attachment B - Statement of Bidder's Qualifications The undersigned certifies that he or she is authorized to execute and deliver this offer on behalf of Bidder. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notice of Sale of Real Estate 918 South Range Line Road Parcel #10 — Restaurant Facility. IN WITNESS WHEREOF, the undersigned has executed this offer on behalf of Bidder as of this day of , 2013. BIDDER: By: Printed: Title: Address: Telephone No.: Facsimile No.: ACCEPTANCE This offer is accepted this day of 2013. THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: William Hammer, President Attachment B STATEMENT OF BIDDER'S QUALIFICATIONS 1. Name of Bidder: Permanent address of Bidder: 3. If Bidder is not an individual doing business under his or her own name, then Bidder has the status indicated below and is organized or is operating under the laws of A corporation A non - profit or charitable institution or corporation A partnership or limited liability company A business association or a joint venture A trust A Federal, State, or local government or instrumentality thereof Other (explain) 4. Is Bidder a subsidiary of, or affiliated with, any other corporation or any other firm or firms? Yes No If yes: (a) attach a list of the name and address of each such corporation or firm by name and address; (b) specify the relationship of each such corporation or firm with Bidder; and (c) identify the officers and directors or trustees common to Bidder and such other corporation or firm. 5. If Bidder is not an individual or a Federal, State, or local government instrumentality, thereof, state Bidder's date and place of organization: 6. Attach a statement of the names, addresses, titles or positions (if any), and nature and extent of the interest of the following: (a) If Bidder is a corporation, the officers, directors, or trustees, and each stockholder owning more than 10% of any class of stock; (b) If Bidder is a non - profit or charitable institution or corporation, the members who constitute the board of trustees, the board of directors, or a similar governing body; (c) If Bidder is a partnership or limited liability company, each partner, member, or manager, and either the percent of interest or a description of the character and extent of interest of each partner or member; (d) If Bidder is a business association or a joint venture, each participant and either the percent of interest or a description of the character and extent of interest of each participant; (e) If Bidder is a trust, each beneficiary and each settler empowered to revoke or modify the trust; and (f) If Bidder is some other entity, the officers, members of the governing body, and each person having an interest of more than 10 %. EXHIBIT D OUTLINE OF PURCHASE AGREEMENT Definitions General Obligations: The obligations of the successful bidder to purchase the Parcel for the purchase price. Bidder Obligations: The successful bidder shall purchase and operate the Project in compliance with the Conditions for Acquisition, the Proposal, and the plans, schedules, and materials submitted with the Proposal. Closing Date: Closing and payment of the purchase price by the Closing Date, at which time, the successful bidder shall close under the Purchase Agreement and acquire fee simple title to the Parcel. Closing Documents: (a) special (limited) warranty deeds for the Parcel; (b) other standard and customary closing documents contemplated by the Purchase Agreement; (c) closing statements; (d) any easements or other agreements reasonably deemed to be necessary by CRC; and (e) resolutions and authority documentation. Real Estate Taxes: Prorated as of the Closing Date. Due Diligence: The due diligence period expires 30 days after execution of the Purchase Agreement. The successful bidder, at its cost, shall be responsible for all due diligence with respect to the Parcel, including, without limitation: (a) obtaining title insurance and a survey; and (b) performing tests and inspections. Environmental Assessment: CRC shall deliver to the successful bidder the current Phase One Environmental Assessment of the Parcel, if any. The successful bidder, at its cost, shall be responsible for obtaining any additional environmental testing, assessments, or updated environmental reports. Site Testing: The successful bidder, at its cost, shall be responsible for obtaining any soils or site testing that it may require. Bidder Closing Contingencies: The successful bidder shall have the right to terminate the Purchase Agreement if there are conditions that: (a) materially interfere with the acquisition and operation of the Project; and (b) CRC is unwilling or unable to rectify. Events of Default: Failure by the successful bidder to satisfy any of its obligations, within customary cure periods, when applicable. Default Remedies: All remedies available at law and in equity, including, without limitation, specific performance and injunctive relief. Limits on Assignment: Successful bidder may not assign without the prior written consent of CRC. OFFER #1 - $500,000 to CRC Purchase Price - $500,000 Bidder's Deposit - $20,000— within 24 hours after acceptance Bid Team: Eclipse John Riser— Riser Retail Group 600 East 96th Street Suite 590 Indianapolis, IN 46240 Bryan Chandler— Eclipse Real Estate 280 East 96th Street Suite 175 Indianapolis, IN 46240 OFFER #2 - $500,000 to CRC Purchase Price - $500,000 Bidder's Deposit - $20,000 (deposit check in possession of the CRC staff) Bid Team: Adam Hill, Dustin Plummer & Suzanne Storer 6350 Rucker Road Suite 101 Indianapolis, IN 46220 1. Pay $2,100,000 - $500,000 to CRC a. $500,000 at closing b. If the parcel is under construction and in the process of being remodeled for the fine wine and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC will credit LOR Corporation in the amount of $1,600,000 towards the Purchase Price 2. $2,100,000 - $500,000 to CRC a. $250,000 on the Closing Date b. $250,000 within sixty (60) days after the Closing Date c. If the parcel is under construction and in the process of being remodeled for the fine wine and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC will credit LOR Corporation in the amount of $1,600,000 towards the Purchase Price 3. $2,100,000 - $500,000 to CRC a. 350,000 on the Closing Date b. $250,000 within sixty (60) days after the Closing Date c. $250,000 within one hundred twenty (120) days after the Closing Date d. $250,000 within one hundred eighty (180) days after the Closing Date e. If the parcel is under construction and in the process of being remodeled for the fine wine and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC will credit LOR Corporation in the amount of $1,000,000 towards the Purchase Price f. CRC will provide the fine wine and spirits shop with a Tenant Improvement Allowance of $600,000 within fourteen (14) days of the fine wine and spirits shop opening for business Counter Offer - $750,000 cash offer with a business in place within 180 days of closing. EXHIBIT B PROPOSAL FOR ACQUISITION PROJECT NAME: Acquisition of Real Estate 918 South Range Line Road Parcel #10 — Restaurant Facility. PERMITTED USE: The Permitted Use of the Parcel is as described in the Conditions to Acquisition. BIDDER'S PRICE: $ gr. rte.') BIDDER'S DEPOSIT: $ �D' 0007 i tair4A4 27 koi2S T r ot fre""la""'a5 BIDDER'S NAME: j7 ' + L(""' '"`,'IVY A' kParei kg f (Corporate Name or Authorized Representative) /� �/v' r� ' f' af��92 BIDDER'S ADDRESS: ea:7 141 Sr k 6713 z 4 4''? The undersigned, the ./ a Yl W MS/it (the "Bidder ") having familiarized itself with the present conditions of the Parcel, offers to purchase from CRC the Parcel for the sum of $ r�<J , and tenders herewith an earnest money deposit of $20,000.00 (the "Deposit "); provided that: (a) if this offer is not accepted within 60 days after its receipt by CRC, then Bidder shall have the right to withdraw this offer and to secure the return of the Deposit; and (b) if another offer for the Parcel is accepted by CRC, then CRC shall return the Deposit to Bidder within 10 days after acceptance of such other offer. In submitting this offer it is understood that CRC reserves the right to reject this offer. If this offer is accepted, then, within 10 days after notification of such acceptance, Bidder shall execute a binding Purchase Agreement with CRC, which Purchase Agreement shall: (a) include the terms and conditions outlined in Exhibit D to the Bid Package; (b) commit Bidder to: (i) satisfy the Conditions for Acquisition; and (ii) fulfill the commitments made by Bidder in this offer; and (c) provide for the return or disposition of the Deposit. CRC shall have the option of declaring the Deposit forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if Bidder fails to deposit the Earnest Money when required by the terms and conditions of Exhibit A, and CRC shall have the option of declaring the Deposit and the Earnest Money forfeited, as liquidated damages, or pursuing other remedies at law or in equity, if Bidder fails to enter into the Purchase Agreement when required by the terms and conditions of this Exhibit B. If this offer is accepted, then: (a) Bidder shall u e the Parcel only fo/ the Permitted Use; and (b) title to the Parcel shall be held in the name of A 4i te6itCV U 9050 OC/jhI kPCcv 4-ra2 Notice of the acceptance or rejection of this offer shall be deemed to be given or delivered if delivery is made in person or by: (a) electronic facsimile transmission to the number set forth below the signature of Bidder, with electronic confirmation of receipt; or (b) reputable overnight delivery service or certified mail, postage pre -paid, in either case, to the address set forth below the signature of Bidder, with return receipt requested. Attached hereto and incorporated herein by reference are the following: Attachment A - Legal Description Attachment B - Statement of Bidder's Qualifications The undersigned certifies that he or she is authorized to execute and deliver this offer on behalf of Bidder. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notice of Sale of Real Estate 918 South Range Line Road Parcel #10 – Restaurant Facility. IN WITNESS WHEREOF, the undersigned has executed this offer on behalf of Bidder as of this (t day of Qrgia 2013. BIDDER: c,-46w Rtcr By: $ 14— onktvtlraF Orwarfataid[r Printed:13 alAbiel Wr Title: U -- Address: ° @ rler"va`A 317.8i4q • C21D0 Telephone No Facsimile No.: ACCEPTANCE This offer is accepted this day of , 2013. THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: William Hammer, President Attachment B STATEMENT OFBIDDER'S QUALIFICATIONS g 44.v4 T `itip t L Name of Bidder: 7 2. Permanent address of Bider: E- 447sr- q1iF', 4edes /AA 42(0 3. If Bidder is not an individual doing business under his or her own name, then Bidder has the status indicated below and is organized or is operating under the laws of A corporation A non - profit or charitable institution or corporation ✓A partnership or limited liability company , fr) C'4 A business association or a joint venture A trust A Federal, State, or local government or instrumentality thereof Other (explain) 4. Is Bidder a subsidiary of, or affiliated with, any other corporation or any other firm or firms? Yes No If yes: (a) attach a list of the name and address of each such corporation or firm by name and address; (b) specify the relationship of each such corporation or firm with Bidder; and (c) identify the officers and directors or trustees common to Bidder and such other corporation or firm. 5. If Bidder is not an individual or a Federal St te, or local government instrumentality, thereof, state Bidder's date and place of organization: Ma 6. Attach a statement of the names, addresses, titles or positions (if any), and nature and extent of the interest of the following: (a) If Bidder is a corporation, the officers, directors, or trustees, and each stockholder owning more than 10% of any class of stock; (b) If Bidder is a non - profit or charitable institution or corporation, the members who constitute the board of trustees, the board of directors, or a similar governing body; (c) If Bidder is a partnership or limited liability company, each partner, member, or manager, and either the percent of interest or a description of the character and extent of interest of each partner or member; (d) If Bidder is a business association or a joint venture, each participant and either the percent of interest or a description of the character and extent of interest of each participant; (e) If Bidder is a trust, each beneficiary and each settler empowered to revoke or modify the trust; and (f) If Bidder is some other entity, the officers, members of the governing body, and each person having an interest of more than 10 %. (y) utaaf /levn, w14o' tam Pa c,'vr- read a 's eieleO�� • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • OR Corporation Proposal for Acquisition and Permitted Use 918 S. Range Line Road Carmel, Indiana 46032 • • Submitted by: • • LOR Corporation 6350 Rucker Road, Suite 101 • Indianapolis, IN 46220 • • • • • Carmel Redevelopment Commission • 30 West Main Street Suite 220 • Carmel, Indiana 46032 • s LOR Corporation • RE: 918 S. Range Line Road, Carmel, Indiana 46032 • Dear Commission: • • Thank you for the opportunity to bid on the former Shapiro's location, 918 South Range Line • Road, Cannel, Indiana 46032 (the "Parcel "). LOR Corporation ( "LOR ") is pleased to submit a • proposal that will place a unique, first -of -its -kind permitted use in the Parcel, which will enhance and increase the value of the Parcel. LOR's proposal complies with the Conditions for © Acquisition, as set forth on the attached "Conditions for Acquisition" exhibit. • LOR's team is comprised of Adam L. Hill, Dustin L. Plummer and Suzanne Storer (the "LOR • Team "). LOR was formed in 1969 and currently owns and manages thirty -eight (38) 5 commercial retail centers in Indiana and Kentucky. The LOR Team has over 27 years of • combined commercial real estate experience, including purchasing, developing, owning and • managing commercial retail centers and single user centers like the Parcel. To best utilize the Parcel, LOR has partnered with Big Red Liquors ( "Big Red "). Don Rix is the President /CEO of • Big Red and is a thirty (30) year resident of Cannel, Indiana. Prior to this job, Don was with O Marsh Supermarkets for thirty -three (33) years. While Big Red has been in business since the 0 1970s and currently owns and operates fifty (50) stores in Indiana, it would use the Parcel for a 0 very unique, new concept fine wine and spirits shop, unlike anything else in Indiana. • The LOR Team is prepared and capable to move forward at the CRC's direction. Attached are 0 the following Exhibits for your review: • - Purchase Price (Proposal for Acquisition) O - Fifth Third Letter of Available Funds • - Permitted Use O - LOR Team Biographies - Conditions for Acquisition 0 - Statement of Bidder's Qualifications • - Additional Matters • 0 0 Sincerely, _ilt..A...„‘ Please advise of any questions or if you need additional information. 0 0 0 O • Adam L. Hill, Esq. Chief Executive Officer • • • e b e e Purchase Price (Proposal for Acquisition) • Option 1: • ® LOR Corporation will pay $2,100,000 as follows: LOR Corporation • - $500,000 on the Closing Date • - If the Parcel is under construction and in the process of being remodeled for the fine wine • and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC • will credit LOR Corporation in the amount of $1,600,000 towards the Purchase Price. • Option 2: e O LOR Corporation will pay $2,100,000 as follows: e - $250,000 on the Closing Date ID - $250,000 within sixty (60) days after the Closing Date • - If LOR Corporation makes the first two (2) payments in a timely manner, and the Parcel • is under construction and in the process of being remodeled for the fine wine and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC will credit e LOR Corporation $1,600,000 towards the Purchase Price. e • Option 3: ID LOR Corporation will pay $2,100,000 as follows: • ID $350,000 on the Closing Date • $250,000 within sixty (60) days after the Closing Date $250,000 within one - hundred twenty (120) days after the Closing Date • $250,000 within one - hundred eighty (180) days after the Closing Date • If the Parcel is under construction and in the process of being remodeled for the fine wine © and spirits shop within one - hundred eighty (180) days after the Closing Date, the CRC will credit LOR Corporation in the amount of $1,000,000 towards the Purchase Price. • CRC will provide the fine wine and spirits shop with a Tenant Improvement Allowance • of $600,000 within fourteen (14) days of the fine wine and spirits shop opening for e business. • • • • C • • • • • • • • • • • • • • • C • • • • • • • • Nancy L • Senior Pr ident • Fifth Third Ba • • • • • • • • • • • • • • • • • • • FIFTH THIRD BANK- September 16, 2013 To Whom It May Concern: 251 N. Illinois Street Suite 1000 Indianapolis, IN 46204 LOR Corporation currently has a banking relationship with Fifth Third Bank. It currently has funds immediately available to pay the purchase price of $2,100,000.00 If you have any questions, please contact the Relationship Manager, Brett Hughes, at 317 -383 -2422. • • • e S Permitted Use LOR Corporation The permitted use of the Parcel will be for a unique, novel fine wine and spirits shop (the "Shop "). The Shop will be the first of its kind in Indiana. It will offer a variety of tasting events, educational classes, demonstrations and interactive sessions between customers, staff and wine /spirit /craft beer makers. The Shop will also be home to the largest selection of craft beer, high -end bourbon and /or other spirits throughout Indiana. Certain items will be exclusively offered and only available at the Shop in Carmel, Indiana. It will be a use that Carmel will be very proud to have and one that will complement multiple other businesses in Carmel. 0 S 0 e 0 0 C e 0 • O S 0 e '• • C e C 0 0 LOR Team Bio LOR Corporation • Adam L. Hill currently serves as Chief Executive Officer of LOR Corporation ("LOR "). LOR is a full service real estate company that owns and manages shopping centers in Indiana and © Kentucky. LOR also provides the following real estate services: property management, new ® development, public /private partnerships, site location, build -to -suit, acquisitions and investments. • Adam is also the President of United Hope Foundation, which is the philanthropic outlet for ® LOR. United Hope has raised and donated over $1,250,000 to the local Indianapolis community • since 2005. ® Adam recently oversaw the sale and partnership of United Package Liquor, Inc. ( "UPL ") to ® Bloomington- based, Big Red Liquors. UPL owned and operated 24 liquor stores in the greater • Indianapolis area. Big Red acquired all the assets of UPL and signed long -term leases with LOR, which owns 18 of the 24 locations where UPL is located. Prior to joining LOR and UPL, Adam practiced law in Indianapolis, Indiana and surrounding areas. His practice areas included general litigation, business transactions, real estate, collections ® and creditor /debtor rights. Adam holds a B.S. in Business Management from Huntington University, and a J.D. from Indiana University School of Law -- Indianapolis. While at ® Huntington University, Adam received First Team All- America honors in basketball and was also a member of Student Senate. While at I.U. School of Law -- Indianapolis, Adam served on ® the Dean's Student Advisory Board and as an Associate Justice for the Moot Court Society board. He was also the Lt. Governor of the 7th Circuit for Legislative & Governmental © Advocacy. C Adam currently serves on the following Board of Directors: ® - President of Board of Directors - United Hope Foundation • - Board Member - Noble of Indiana - Board Member - Indiana Association of Beverage Retailers Adam is a member of the prestigious Young Presidents Organization (YPO) and is a member of • the Indiana Bar Association and Indianapolis Bar Association. Q C • • C 0 0 C es S S 0 C C S C C LOR Corporation sioss LOR Team Elio Dustin L. Plummer is the CFO and General Counsel for LOR Corporation, an Indianapolis real estate company. In addition to owning 38 shopping centers in Indiana and Kentucky, LOR is actively engaged in providing property management, real estate development and other real estate related services. Prior to joining LOR, Dustin worked as an attorney at Mallor Grodner LLP, where he still serves © in an Of Counsel capacity. His primary practice areas while at Mallor Grodner included estate planning, complex business transactions and the financial work within such areas. ® Dustin earned his B.A. in Political Science at Wittenberg University in Springfield, Ohio. While © attending Wittenberg, Dustin gained his first exposure to all types of commercial real estate while working at Lagos & Lagos. After graduation, Dustin went on to the Indiana University © School of Law in Bloomington to obtain his J.D. He is admitted to practice law in both Indiana and Ohio. Q ® Giving back to the community has always been an important part of Dustin's life. While he has volunteered and worked with a wide variety of non- profit agencies, he has taken a major ® leadership role in two in particular. Stepping Stones, Inc. is a Bloomington independent non- profit that offers transitional housing and supportive services to youth between the ages of 16 -20 experiencing homelessness. Dustin served on Stepping Stones' board for nearly 5 years and ® acted as President for 2 of those years. Currently, Dustin is on the board of United Hope ® Foundation. United Hope is in Indianapolis and has a goal of providing assistance to individuals, families and other organizations serving those who desperately need help when hope seems lost. ® Since 2005, the foundation has raised and donated over $1,250,000 to the local Indianapolis ® community. Dustin is married to Marlene Plummer, a speech language pathologist at College Wood Elementary in Carmel, Indiana. They currently reside in Hamilton County and attend ® Noblesville Baptist Church. C C S C S C C S • • • • 0 0 0 0 • LOR Corporation LOR Team Bio O Suzanne Storer joined LOR Corporation in 1990 and has been an integral part of the company's growth and success since that time. She helped LOR grow from seven (7) properties to thirty - 0 eight (38). Prior to joining LOR, Suzanne managed several apartment communities in the ® Indianapolis area. Suzanne currently serves as the President of LOR. 0 • LOR Corporation and its related entities currently own and manager thirty -eight (38) retail ® centers in Indiana and Kentucky. The centers range in size from 2,400 - 90,000 square feet, focusing mainly on retail commercial real estate. Suzanne attended Indiana University. She is a licensed Real Estate Broker and a member of the Indianapolis Chapter of Commercial Real Estate Women (IndyCREW) and the Building Owners • and Managers Association (BOMA). In addition, Suzanne is the Treasurer for United Hope Foundation, a not - for -profit charity that was formed in 2005 by Leon Riggs. 0 0 • • • • • • • • • • s LOR Corporation LOR Team Bio Don Rix serves as President / CEO of Big Red Liquors, Inc. ( "Big Red "). Big Red owns and • operates fifty (50) retail beverage stores throughout Indiana, including Carmel. Don joined Big IP Red in 2012 and quickly made a huge impact — he oversaw the purchase of local United Package • Liquor, Inc. ( "UPL "). Big Red purchased the assets of UPL, which included twenty -four (24) 0 stores and three (3) additional licenses. • Prior to joining Big Red, Don worked with Marsh Supermarkets for thirty -three (33) years. Prior • to his departure, Don was the Senior Vice President of all non - foods, pharmacy, and • health /beauty. Don worked in all three (3) Carmel retail units while in retail management. Don has resided in Carmel for thirty (30) years. He has owned three (3) homes in Carmel and • hopes to maintain residency throughout retirement. Don and his wife raised both of their daughters in Carmel. Both daughters are charter members of Carmel High School and are currently enjoying successful careers in the medical field. They hope to return to Carmel someday to raise their own family. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • S • Conditions for Acquisition Permitted Use: LOR Corporation ( "LOR ") currently has a use that is permitted and consistent with the Zoning Ordinance. S • CRC Contribution: LOR is not asking for a contribution to, or investment in, the Parcel. S Minimum Offering Price: LOR is offering $2,100,000 (pursuant to the terms of the Purchase Price Exhibit). LOR Corporation • Earnest Money: LOR is including a non- refundable deposit of $20,000 ($15,000 of which shall • be applicable against the purchase price for the Parcel). • S Parcel Condition: LOR will take the Parcel "as -is ". Due Diligence: LOR will be responsible for all costs of due diligence with respect to the Parcel, S including without limitation, costs to: obtain title insurance, a survey, and new or updated • environmental reports, and perform tests and inspections. • Acquisition Date: LOR will purchase the property on or before November 18, 2013. • Additional Requirements: LOR will (a) pay the purchase price pursuant to the terms of the Purchase Price exhbit; (b) is including a letter from Fifth Third Bank indicating it has available funds; and (c) has a Permitted Use for the Parcel. • • Proposal Requirements: LOR's proposal complies with the requirements of this Notice. • f • • • • S 0 S S S S S S 0 0 • • • • • • • • • • LOR Corporation 6350 Rucker Road • Suite 101 • Indianapolis, IN 46220 Statement of Bidder's Qualifications • Date of Organization: May 22, 1969 • Place of Organization: Indiana • • Officers: - Adam L. Hill, Chief Executive Officer • - Suzanne Storer, President/Treasurer /Secretary • - Cindy L. Hill, Vice President • - Dustin L. Plummer, Chief Financial Officer /General Counsel • • • • • • • • • • • • • • • • • • • • • • • • • LOR Corporation • • • • • • Attachment B - Statement of Bidder's Qualifications • The undersigned certifies that he or she is authorized to execute and deliver this offer on • behalf of Bidder. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notice of Sale of Real Estate 918 South Range Line Road Parcel #10 — Restaurant • Facility. • IN WITNESS WHEREOF, the undersigned has executed this offer on behalf of Bidder as • of thisJg day of5E1YEMBE& , 2013. • • BIDDER: • �r7K eogtogriom • &Ara- • By: 2 . Printed: 14b4-�4 J • }{t L l • • Title: e6� & it o • Address:rDiAJApbus X /Of • Telephone No.: 317. LOS. MesO • • Facsimile No.: 3n. toS. 170t • • ACCEPTANCE • This offer is accepted this day of , 2013. • • THE CITY OF CARMEL REDEVELOPMENT COMMISSION • • By: • • • • • • • • • • • • • • William Hammer, President • • • • • • • • Additional Matters LOR Corporation • Although the LOR Team does not require any changes to Purchase Agreement, it would like to • clarify the "Closing Documents" section, specifically regarding subsection (d) "any easements or • other agreements reasonably deemed to be necessary by CRC." • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •