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HomeMy WebLinkAbout101514 Commissioner Packet CARMEL REDEVELOPMENT COMMISSION AGENDA WEDNESDAY, OCTOBER 15, 2014 – 6:30 P.M. COUNCIL CHAMBERS/ CITY HALL/ONE CIVIC SQUARE MEETING CALLED TO ORDER 1. PLEDGE OF ALLEGIANCE 2. APPROVAL OF MINUTES a. September 15, 2014 b. September 17, 2014 c. October 1, 2014 3. FINANCIAL MATTERS a. Cash Flow Report b. Update on Outstanding Receivables c. Approval of Claims d. Special Matter 1. Action Item #1: Approval of Change Orders 4. EXECUTIVE DIRECTOR REPORT 5. COMMITTEE REPORTS a. Finance Committee b. Architectural Review Committee 6. UPDATE ON PROPERTIES 7. OLD BUSINESS 8. NEW BUSINESS a. Action Item #2: Approval of Resolution 2014-17 re: Intergovernmental Transfer of Real Property Interest (2nd Street SW and 3rd Avenue SW) b. Action Item #3: Approval of Conveyances Agreement re: Parcels located on City Center site and portion of Shapiro’s site 9. OTHER BUSINESS 10. EXECUTION OF DOCUMENTS NEXT REGULAR MEETING: Wednesday, November 19, 2014, 6:30 p.m. 11. ADJOURNMENT 1 CARMEL REDEVELOPMENT COMMISSION October 15, 2014 – 6:30 p.m. Council Chambers, Second Floor, Carmel City Hall Commissioners’ Notes Discussion Matter Call to Order 1. Pledge of Allegiance 2. Approval of Minutes a. September 15, 2014 b. September 17, 2014 c. October 1, 2014 3. Financial Matters a. Cash Flow Report • The EOM September balance: o Cash - $477,092 o Cash and Restricted Funds - $2,364,936 b. Update on Outstanding Receivables c. Approval of Claims The invoices submitted for approval by category are as follows: • Non- operating Expenses: $59,771.41 • PAC Construction Fund: $85,417.49 d. Special Matter i. Action Item #1: Approval of Change Orders 4. Executive Director Report 5. Committee Reports a. Updates, if applicable, will be presented by the committees at the meeting. Requirements: None at this time. 6. Update on Properties (other than negotiation and litigation matters) a. Please see the attached document for the CRC project updates. 7. Old Business 2 8. New Business a. Action Item #2: Approval of Resolution 2014-17 re: Intergovernmental Transfer of Real Property Interest (2nd Street SW and 3rd Avenue SW) b. Action Item #3: Approval of Conveyances Agreement re: Parcels located on City Center site and portion of Shapiro’s site 9. Other Business 10. Execution of Documents a. Next Regular Meeting, Wednesday, November 19, 2014, 6:30 p.m. 11. Adjournment CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 1 Carmel Redevelopment Commission PROJECT UPDATES CITY CENTER • Developer Partner: Pedcor Companies • Allocation Area: City Center • Project Summary: • Use: Mixed-Use Figure 1 City Center Master Plan, provided by Pedcor City Center Development Company • Phase 1 – complete 1) Apartments – Apartment demand remains strong which supports the occupancy and rental rates. Current occupancy is at 96%. 2) Retail – Currently, Pedcor leases on 91% of the total 79,570 in LSF. The remaining 9% (the old Mangia, Holy Cow, & Sports Authority locations) of unleased space have future tenants for them, and are working through the space planning process. Pedcor anticipates to be 100% leased by fall of 2014. CITY COUNCIL OCTOBER, 2014 REPORT CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 2 • Nash Building/ Parcel 73 1) Project Status – under construction a) The Nash underground parking garage is 95% complete and currently on budget. The Nash Building, first floor retail has passed rough-in inspection with insulation and drywall to commence. Storefront/glass installation continues. Second and third floor apartments are receiving primer, paint, cabinetry, trim, tile & other finish work. Granite measurements have been taken. Balcony, masonry, & EFIS work continues on the exterior. The project is on budget and remains on schedule, with an anticipated completion date of fall 2014. Approximately half of the 9,000 sf of the retail space has been leased with strong prospects for the remaining commercial space. 2) Council and/or CRC Action Items ACTION ITEM CITY COUNCIL CRC None 3) CRC Commitments Provide streetscape along Rangeline Road. a) Budget Budget Design/ Engineering $5,000 (majority of contract pd. in 2013) per June ’14 Budget Construction $100,000 per June ’14 Budget Available funds for construction project due to increased revenue $ 242,179 b) Design Consultant: American Structurepoint c) CRC Commitment Schedule Design % Complete 100% Construction Start Date October 2014 Anticipated Project Completion November 2014 Provided by Pedcor City Center Dev. Co. 1 CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 3 • Phase 2 1) Project Status – designs are schematic and construction has not started. a) In addition to the Reallocation request, we are anticipating a request to issue TIF Bonds to fund public improvements on the Phase 2 site before year’s end. With timely successful approvals, construction will begin in 2015 on the seven (7) buildings noted below. 2) Proposed Construction/Use Sequence PROJECT USE PROJECT START DATE DESIGN RENDERINGS, PROVIDED BY PEDCOR Garage Park East A three to four story parking structure with approximately 470 to 625 parking spaces, which will include up to approximately 28,000 square feet of luxury apartments and commercial retail/office space. Fall 2014 (garage only) Baldwin/ Chambers A four story building, of approximately 64,000 square feet, which will include luxury apartments and commercial retail/office space. Pedcor is currently working with four commercial businesses who will occupy approximately 14,000 sf of the commercial space. Spring 2015 Holland A five story building, of approximately 63,000 square feet, which will include luxury apartments and commercial retail/office space. Fall 2015 Playfair A five story building, of approximately 63,000 square feet, which will include luxury apartments and commercial retail/office space. Fall 2015 Garage Retail See Garage East note above. Fall 2015 Pedcor Office 5 A two story building, of approximately 20,000 square feet, which will include office space. Fall 2015 CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 4 Kent A three story building, of approximately 111,000 square feet of luxury apartments. Fall 2015 Wren A seven story building, of approximately 88,000 square feet, which will include luxury apartments and commercial office/retail space. Fall 2016 Windsor A four story building, of approximately 64,000 square feet, which will include luxury apartments and commercial office/retail space. Fall 2017 Eastern Motor Court Site A building, of approximately 76,000 to 91,000 square feet, which will include luxury apartments and commercial office/retail space designed so that in the future it could be in whole, or in part, converted to hotel rooms and/or hotel amenities. Fall 2017 Hotel A four story hotel, of approximately 44,000 square feet, which will include parking. TBD 3) Council and/or CRC Action Items ACTION ITEM CITY COUNCIL CRC Reallocation of Carmel Downtown Economic Development Area On-docket, 10/6/14 Resolutions 2014-14 and 2014-15 Introduced in September. Public Hearing proposed in October. TIF Bond request November Introduce in October 4) CRC Commitments No commitments have been formalized. Initial discussions have begun. Proposed commitments will be introduced with the TIF Bond request. CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 5 THE MEZZ/ MONON LOFTS • Developer Partner: Anderson Birkla • Allocation Area: City Center • Project Summary: • Use: Primary Residential. 42 residential units with 12,000 square feet of office. • Total project budget: $7.7mm • Secured Tenants: Fat Atom, Vocare, Anderson Birkla Figure 2 Image provided by Anderson Birkla • Anticipated Project Schedule Office Move In November, 2014 Residential Move In November, 2014 Project complete December, 2014 CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 6 • Mezz Building (3rd Avenue) 1) Project Status – under construction a) Building 1 Framing is 99% complete. Frame punch is 98% completed. b) First floor steel framing is 70% complete. c) Building 1 MEP”S - Plumbing Unit Rough is 85% completed. Electrical Rough is 90% complete. Fire Suppression rough is 100% completed, HVAC Rough is 95% completed. d) Building 1 - Roof install is 90% completed. e) Building 1 – Tyvek, Windows, & doors are 100% completed. • Monon Lofts Building (Monon side) 1) Project Status – under construction a) Building 2 - Framing is 100% complete. Frame punch is 98% completed. b) Building 2 – Tyvek, Windows, Doors are 100% installed. c) First floor steel framing is 70% complete. d) Building 2 MEP”S - Plumbing 2nd is 90% complete. Electrical rough is 90% complete, Fire Suppression rough is 100% complete. HVAC rough is 95% complete. e) Building 2 roof is 90% completed f) Material received in the warehouse are: Plumbing, lighting fixtures, tubs, marble vanity sinks, mirrors, windows and screens and wood for the spiral stairs. 2) Council and/or CRC Action Items ACTION ITEM CITY COUNCIL CRC None CARMEL REDEVELOPMENT COMMISSION October 2, 2014 CRC Report for October 6, 2014 City Council Meeting Page | 7 3) CRC Commitments Provide parking spaces on 3rd Ave and streetscape on the west and south side of the building and relocate street utilities. Site Improvements, Monon Connection path, Small pocket park (by developer) a) Budget Design/ Engineering $8,900 for Utility Relocation Per approved June ‘14 CRC budget Design/ Engineering Not to exceed $75,000 for site design;/ engineering Per approved June ‘14 CRC budget Site Construction $67,021 (3rd Ave) Invoices are expected to be paid November. Calumet Civil Contractors. Utility Relocation $250,000 Invoices are expected to be paid in December. Site Construction $ 242,979 (site work) Invoices are expected to be paid November/December. Midwest Constructors. b) Design Consultant: American Structurepoint c) Construction Contractor: Calumet Civil Contractors/ Duke Energy/ Midwest Constructors d) CRC Commitment Schedule Design % Complete 100% Proposed Construction Start Date September 2014 Anticipated Project Completion November for site work -One Enclosure- CRC Meeting, September 15, 2014 1 CARMEL REDEVELOPMENT COMMISSION Meeting, Monday, September 15, 2014 ATTENDANCE: President Bill Hammer Present Vice President Dave Bowers Present Secretary Brad Meyer Not Present Treasurer Diana Cordray Not Present Member Jeff Worrell Not Present Member Bill Brooks Present Member Greg Phillips Not Present Executive Director Corrie Meyer Present Financial Consultant Michael Lee Present Legal Consultant Karl Haas Not Present Bond Counsel Bruce Donaldson Present President Bill Hammer called the meeting to order at 8:05 a.m. The Pledge of Allegiance was said. Approval of Resolution 2014-14 re: Declaratory Resolution creating new TIF allocation areas within the Carmel Downtown Economic Development Area and approving Plan Addendum Mr. Donaldson, bond counsel with Barnes & Thornburg, gave background on this item and stated that this resolution excises four areas from the original allocation area and makes them separate allocations within the larger economic development area. Mr. Donaldson stated this is the first step in the process. Brief discussion ensued. Mr. Bowers moved to approve Resolution 2014-14 re: Declaratory Resolution creating new TIF allocation areas within the Carmel Downtown Economic Development Area and approving the Plan Addendum. Seconded by Mr. Brooks and passed unanimously. Approval of Resolution 2014-15 re: Declaratory Resolution creating new TIF allocation area within the City Center Redevelopment Area and approving Plan Addendum Mr. Donaldson gave background and stated this resolution is similar to the resolution just passed in that it creates a separate allocation area related to the same projects, just within a different redevelopment area. Mr. Brooks moved to approve Resolution 2014-15 re: Declaratory Resolution creating a new TIF allocation area within the City Center Redevelopment Area and approving the Plan Addendum. Seconded by Mr. Bowers and unanimously approved. Mrs. Meyer gave an outline of the projects that will lead to completion of the City Center area and noted that project update summaries are provided at CRC and City Council meetings. Adjournment Mr. Bowers moved the meeting be adjourned pending the execution of documents and seconded by Mr. Brooks. The meeting was adjourned at 8:15 a.m. The next regularly scheduled meeting is Wednesday, September 17, 2014. CRC Meeting, September 17, 2014 1 CARMEL REDEVELOPMENT COMMISSION Meeting, Wednesday, September 17, 2014 ATTENDANCE: President Bill Hammer Present Vice President Dave Bowers Present Secretary Brad Meyer Not Present Treasurer Diana Cordray Not Present Member Jeff Worrell Present Member Bill Brooks Present Member Greg Phillips Present Executive Director Corrie Meyer Present Financial Consultant Michael Lee Present Legal Consultant Karl Haas Present President Bill Hammer called the meeting to order at 6:42 p.m. The Pledge of Allegiance was said. Approval of Minutes August 20, 2014: Mr. Worrell moved to approve, seconded by Mr. Brooks. Passed unanimously. Financial Matters Mr. Lee stated the end of month August balance of the Commission totaled $546,845 and $2,434,689 with restricted funds. Mr. Lee noted that where it previously stated “operating” and “non-operating” on the budget summary update has now been changed to “TIF” and “non-TIF.” Mr. Lee stated this is to avoid confusion since the operating dollars actually come out of the Redevelopment Department budget. Mr. Lee confirmed all debt payments have been made and are current. Mr. Lee gave an update on the outstanding receivables. Approval of Claims Mr. Lee requested the Commission approve non-operating invoices in the amount of $8,452.50. Mr. Brooks moved to approve payment of non-operating invoices in the amount of $8,452.50, seconded by Mr. Bowers. Passed unanimously. Mr. Lee requested the Commission approve PAC construction fund claims in the amount of $161,648.02. Mr. Lee noted this includes two months worth of bills for litigation. Discussion ensued. Mr. Bowers moved to approve disbursement of PAC funds in the amount of $161,648.02, seconded by Mr. Worrell. Passed unanimously. Approval of Change Orders Mr. Lee outlined the change order and stated this relates to site work from Midwest Constructors in the amount of $2,304. Mrs. Meyer gave additional background. Mr. Worrell moved for approval, seconded by Mr. Bowers. Passed unanimously. Executive Director Report Mrs. Meyer discussed opening a social media account for the CRC, similar to what other City departments have. Mrs. Meyer proposed a Twitter handle of @CarmelCRC and stated she would open the page and start tweeting from the account if the Commission was open to the suggestion. CRC Meeting, September 17, 2014 2 Discussion ensued. Commissioners were in agreement to move forward with the account. Mr. Hammer suggested having a policy about what items might be posted and discussed from the account. Committee Reports Mr. Bowers stated there was nothing to report from the Finance Committee other than discussions on the CRC fiscal policies, which will be addressed later in the meeting. Mr. Worrell stated the Architectural Review Committee has been very busy this past month attending meetings with developers regarding the Party Time Rental property, City Center development and the Midtown project. Update on Properties Mrs. Meyer gave an update on The Nash and The Mezz projects. Discussion ensued regarding pavers at Center Green. Old Business Discussion ensued regarding clarification on the budget approval process of the Carmel Redevelopment Commission and the Redevelopment Department. Mrs. Meyer confirmed that the Carmel Redevelopment Commission budget will be submitted to the City Council for review. Following review, the CRC will approve the 2015 budget. The Redevelopment Department budget was submitted as part of the City budgeting process. The Redevelopment Department budget represents all operating expenses. New Business Approval of Resolution 2014-16 re: CRC Fiscal Policy Mrs. Meyer gave background on this resolution and stated this is in effort to clarify roles and responsibilities relating to the CRC’s fiscal policies and procedures. Mrs. Meyer stated the roles and responsibilities were discussed in various meetings with the CRC Finance Committee, the Clerk-Treasurer and the City Council Finance Committee members. Discussion ensued. Mr. Bowers moved to approve Resolution 2014-16, seconded by Mr. Brooks. Approved unanimously. Other Business None at this time. Adjournment Mr. Bowers moved the meeting be adjourned pending the execution of documents and seconded by Mr. Brooks. The meeting was adjourned at 7:16 p.m. The next regularly scheduled meeting is Wednesday, October 15, 2014. An executive session was held directly prior to and reconvened directly after the public meeting in which pending litigation and the purchase or lease of real property were discussed. The Commission hereby certifies that no subject matter was discussed in the executive session other than the subject matter specified in the public notice. CRC Meeting, October 1, 2014 1 CARMEL REDEVELOPMENT COMMISSION Meeting, Wednesday, October 1, 2014 ATTENDANCE: President Bill Hammer Present Vice President Dave Bowers Not Present Secretary Brad Meyer Not Present Treasurer Diana Cordray Not Present Member Jeff Worrell Present Member Bill Brooks Present Member Greg Phillips Not Present Executive Director Corrie Meyer Present Financial Consultant Michael Lee Present Legal Consultant Karl Haas Present President Bill Hammer called the meeting to order at 5:50 p.m. The Pledge of Allegiance was said. Approval of Legal Settlement Mr. Haas stated this is related to the litigation involving the defects in the Palladium dome and gave brief background on this item. Mr. Haas stated a settlement agreement proposal was reached in the amount of $800,000 and that this estimate of recovery is in line with what was expected to be able to recover. Brief discussion ensued. Mr. Worrell moved for approval, seconded by Mr. Brooks. Unanimously approved. Approval of Invoice Mr. Worrell moved this item be tabled to the regular meeting, seconded by Mr. Brooks. Passed unanimously. Approval of Change Order Mrs. Meyer gave background on this item and stated this change order relates to continued site work at The Mezz. Mrs. Meyer stated this is within the construction budget. Discussion ensued. Mr. Brooks moved to approve the change order for the Mezz site work project per State Board of Accounts requirements, in the amount of $10,436.00 payable from 902 funds. Seconded by Mr. Worrell. Discussion ensued. Passed unanimously. Acceptance of Sale of Property Mrs. Meyer stated this item is regarding acceptance of an offer for the Shapiro’s building. Mrs. Meyer stated the offer was presented by Pedcor Investments and includes $1 million in cash payable at closing and $1.1 million in debt reduction for the secondary installment contracts held by Village Financial. Discussion ensued. CRC Meeting, October 1, 2014 2 Mr. Brooks moved that the CRC accept the purchase offer of the Shapiro's building by Pedcor Investments and to authorize the President of the Commission and another authorized CRC representative to enter into and carry out the Purchase Agreement for $2,100,000 on behalf of the Commission within two weeks of this date. Seconded by Mr. Worrell and unanimously approved. Mrs. Meyer stated she had an additional item for discussion, which was an amendment to an existing project agreement with Keystone Group that states the CRC is no longer committed to any obligations associated with the development of the Olivia project site. Mrs. Meyer noted that the amendment is a result of negotiation and conversations with the developer and the City Council’s Finance Committee. Discussion ensued. Mr. Hammer clarified that this is not part of the new proposed TIF that is currently going through the approval process. Mr. Haas confirmed and stated this is part of the proposal by the Keystone Construction affiliate for developer TIF and that they have agreed as a condition of receiving the developer TIF that they will forego the performance by the Commission of a number of obligations that the CRC had with respect to Parcel 92 and also that they will donate the land necessary for the reconfiguration of Old Meridian and the intersection. Mr. Worrell moved to give two signers the ability to authorize us [the CRC] to enter into that agreement. Seconded by Mr. Brooks and passed unanimously. Adjournment Mr. Worrell moved the meeting be adjourned pending the execution of documents and seconded by Mr. Brooks. The meeting was adjourned at 6:17 p.m. The next regularly scheduled meeting is Wednesday, October 15, 2014. An executive session was held directly prior to the public meeting in which pending litigation and the purchase or lease of real property were discussed. The Commission hereby certifies that no subject matter was discussed in the executive session other than the subject matter specified in the public notice. OP E R A T I N G I N V O I C E S ( i n f o r m a t i o n a l ) Oc t o b e r 1 5 , 2 0 1 4 Page 1 Ve n d o r / P r o v i d e r In v o i c e # D a t e A m o u n t T y p e o f s e r v i c e s r e n d e r e d / P r o p e rty Location 40 0 L e g a l F e e s Wa l l a c k S o m e r s & H a a s , P . 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t o t a l : L e g a l F e e s 36 , 4 9 4 . 1 9 $ A c c o u n t i n g F e e s Mi c h a e l L e e 20 1 4 1 0 1 0 / 0 1 / 1 4 4 , 1 5 0 . 0 0 $ f i n a n c i a l s e r v i c e s f o r S e p t e m b e r 2 0 1 4 Lo n d o n W i t t e G r o u p 27 4 6 2 0 9 / 3 0 / 1 4 1 , 0 7 8 . 7 5 $ f i n a n c i a l a n d a c c o u n t i n g s e r v i c e s f o r S e ptember 2014 Su b - t o t a l : A c c o u n t i n g F e e s 5, 2 2 8 . 7 5 $ To t a l : P r o j e c t P r o f e s s i o n a l F e e s 41 , 7 2 2 . 9 4 $ Bo n d a n d T r u s t e e F e e s We l l s F a r g o 10 9 2 2 3 9 0 7 / 0 1 / 1 4 5 0 0 . 0 0 $ A n n u a l a d m i n f e e f o r 2 0 0 8 B o n d Su b - t o t a l : B o n d a n d T r u s t e e F e e s 50 0 . 0 0 $ M i s c e l l a n e o u s E x p e n d i t u r e s Ha m i l t o n C o u n t y T r e a s u r e r s e e l i s t 14 , 8 7 4 . 4 3 $ F a l l p r o p e r t y t a x e s a n d d r a i n a g e a s s e s s m e n t fees Su b - t o t a l : M i s c e l l a n e o u s E x p e n d i t u r e s 14 , 8 7 4 . 4 3 $ To t a l E x p e n d i t u r e s : 59 , 7 7 1 . 4 1 $ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ W i l l i a m B r o o k s , M e m b e r Ap p r o v e d O c t o b e r 1 5 , 2 0 1 4 A p p r o v e d Oc t o b e r 1 5 , 2 0 1 4 A p p r o v e d O c t o b e r 1 5 , 2 0 1 4 A p p r o v e d O c t o b e r 1 5 , 2 0 1 4 __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _______ W i l l i a m H a m m e r , P r e s i d e n t D a v i d B o w e r s , V i c e P r e s i d e n t B r a d M e y e r , S e c r e t a r y J e f f W o r r e l l , M e m b e r Ap p r o v e d O c t o b e r 1 5 , 2 0 1 4 Pa g e 1 No n O p e r a t i n g S u b m i s s i o n c o v e r s h e e t O c t o b e r 1 5 , 2 0 14 DI S B U R S E M E N T O F P A C F U N D S Oc t o b e r 2 0 1 4 VE N D O R PU R P O S E AMOUNT Pa l l a d i u m C o n s t r u c t i o n R e t e n t i o n / L e g a l Kr i e g D e V a u l t P A C c l a i m s i n v o i c e 3 9 2 4 2 2 f o r A u g u s t 18,236.86 Kr i e g D e V a u l t P A C c l a i m s i n v o i c e 3 9 0 1 5 2 f o r J u l y 18,094.13 Wa l l a c k S o m e r s a n d H a a s P A C i n v o i c e 2 2 0 9 4 f o r l e g a l wo r k d o n e i n J u n e 2 0 1 4 321.50 Wa l t e r P M o o r e P A C d o m e l i t i g a t i o n s u p p o r t i n v o i c e D 04 0 1 1 4 0 1 0 11,445.00 Wa l t e r P M o o r e P A C d o m e l i t i g a t i o n s u p p o r t i n v o i c e D 04 0 2 1 4 0 1 0 37,320.00 To t a l I n v o i c e s S u b m i t t e d 85,417.49$ Ap p r o v e d O c t o b e r 1 5 , 2 0 1 4 A p p r o v e d O c t o b e r 1 5 , 2 0 1 4 A p p r o v e d O c t o b e r 1 5 , 2 0 1 4 __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ W i l l i a m H a m m e r , P r e s i d e n t D a v i d B o w e r s , V i c e P r e s i d e n t B r a d M e y e r , S e c r e t a r y Ap p r o v e d O c t o b e r 1 5 , 2 0 1 4 A p p r o v e d O c t o b e r 1 5 , 2 0 1 4 __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ J e f f W o r r e l l , M e m b e r W i l l i a m B r o o k s , M e m b e r Carmel Redevelopment Commission Annual Budget Summary Update as of 9/30/14 Reference B C D E F G H 1 Actual Actual PROJECTED Amended % Complete Variance of Revised Budget 2 August September October Total Approved Approved 3 Projections Budget6/18/2014 4 BEGINNING BALANCE WITHOUT RESTRICTED FUNDS $887,523 $546,845 $477,092 5 6 RESTRICTED FUNDS BALANCE 7 Energy Center Consumption Reserve Balance 500,000 500,000 500,000 500,000 500,000 8 Interest for Energy Center Consumption Reserve 1,642 1,642 1,642 1,642 9 Parcel 7C Tenant Rent Reserve Balance 800,000 800,000 800,000 800,000 800,000 10 Interest for Parcel 7C Tenant Rent Reserve 1,680 1,680 1,680 1,680 11 Supplemental Reserve Fund Balance 584,459 584,459 584,459 785,481 1,119,000 12 Interest for Supplemental Reserve Fund 63 63 63 63 13 Total Restricted Funds Balance 1,887,844 1,887,844 1,887,844 2,088,803 2,419,000 14 15 BEGINNING BALANCE WITH RESTRICTED FUNDS 2,775,366 2,434,689 2,364,936 16 17 TRANSFERS FROM RESTRICTED FUNDS 18 Transfer from Energy Center Consumption Reserve 500,000 500,000 19 Transfer from Parcel 7C Tenant Rent Reserve 200,000 200,000 20 Total Transfers From Restricted Funds 700,000 700,000 21 22 RECEIPTS - TIF 23 Interest 0 585 279%375 210 24 Net Increment 25TIF Revenue, Net of Developer Pass Through 00 17,532,007 50%17,532,007 26 One-time Merchants Square Bond Defeasance Funds 0 0 565,281 100%0 565,281 27 Nash PIATT Payments (December 2013 and June 2014)0 0 76,221 100%0 76,221 28Village Financial Secondary IPC 00 (238,659) 52%(276,210) 29 2006 COIT Refunding Bond 0 0 (963,761) 50%(963,761) 30 Certificates of Participation, Series 2010C (Energy Center)0 0 (2,048,538) 67%(2,048,538) 31 Illinois Street Bond 0 0 (1,367,685) 67%(1,367,685) 32 2013 Illinois Street Bond 0 0 (244,472) 55%(244,472) 33 2005 PAC Lease 0 0 (4,656,000) 50%(4,656,000) 34 2012 Lease 0 0 (13,126,000) 65%(13,126,000) 35 Net Increment after Debt Service and Developer Pass Through 0 0 (4,471,020) (4,509,157) 36 TOTAL RECEIPTS - TIF 0 0 (4,471,020) (4,509,157) 37 38 RECEIPTS - NON TIF 39 Interest 59 414 150%138 276 40 Energy Payments 26,922 26,922 26,922 323,060 75%323,060 41 2013 and 2014 REI Energy Payments 24,512 0 146,461 136%38,562 107,899 42 4CDC Grants 0 100,625 337,909 61%337,909 43 Civic Rent 0 0 200,000 0%200,000 44 Keystone Group, LLC Receivable (Bond Enhancement) 2013 172,753 0 172,753 100%0 172,753 45 Keystone Group, LLC Receivable (Bond Enhancement) 2014 0 0 200,000 0%200,000 46 Sale of Buildings - Projected 65,000 0 1,000,000 1,065,000 7%1,000,000 47 Miscellaneous Receipts 0 0 800,000 942,179 0%0 48 TOTAL RECEIPTS - NON TIF 289,246 127,547 1,826,922 3,387,776 2,341,897 49 TOTAL RECEIPTS 289,246 127,547 1,826,922 (1,083,244)50 51 EXPENDITURES - TIF 52 Construction 53 Palladium Construction/Retention and Legal 16,717 161,648 85,417 1,517,388 85%1,100,000 54 Contingency Fund 0 0 590,000 100%0 590,000 55 Parcel 73 Streetscape Site Engineering 0 0 4,167 83%5,011 56 Mezz Building Site Engineering 0 0 1,392 10,280 84%10,624 57 3rd Avenue and Monon Connecting Path Engineering 2,000 1,815 825 24,900 15%24,900 58 Monon Trail Work Engineering 6,712 0 458 24,900 27%24,900 59 Park Work at Monon Engineering 0 0 24,900 0%24,900 60 Duke Relocation at Pedcor Engineering 2,900 0 8,900 33%8,900 61 Parcel 73 Streetscape 0 0 203,890 0%100,000 62 Miscellaneous Construction 0 0 20,000 0%20,000 63 City Center Electric Utility Relocation & Expansion 0 0 250,000 0%250,000 64 Mezz Building Site Construction 0 0 310,000 0%310,000 65 Project Professional Fees 66 Legal Fees 9,363 27,200 36,494 309,617 89%195,000 67 Architecture/Engineering Fees 0 0 10,000 0%10,000 68 Accounting Fees 7,773 4,888 5,229 90,000 84%90,000 69 Miscellaneous Professional Fees 0 0 20,000 0%20,000 70 Bond and Trustee Fees 0 1,750 500 31,403 69%37,684 71 Transfer to Supplemental Reserve Fund 584,459 785,481 52%1,119,000 72 TOTAL EXPENDITURES - TIF 629,923 197,300 130,314 4,235,826 3,940,919 73 74 EXPENDITURES - NON TIF 75 Projected Reimbursement of Department Expenses 0 0 5,000 0%104,246 76 Sophia Square Garage Expenses (2013)0 0 309,534 100%0 309,534 77 Miscellaneous Expenditures 0 0 14,874 36,705 41%36,707 78 TOTAL EXPENDITURES - NON TIF 0 0 14,874 351,239 450,487 79 TOTAL EXPENDITURES 629,923 197,300 145,189 4,587,065 80 81 ENDING BALANCE WITHOUT RESTRICTED FUNDS 546,845 477,092 2,158,825 $987,313 $99,165 82 ENDING BALANCE WITH RESTRICTED FUNDS $2,434,689 $2,364,936 $4,046,669 $3,076,116 $2,518,165 A -1- Date Amount Source Description 9/1/2014 26,921.64 City of Carmel Energy payment - Palladium, City Hall, Police Department, Fire Department (September) 9/26/2014 100,625.00 4CDC quarterly grant Total $127,546.64 Carmel Redevelopment Commission 902 Fund Non-TIF Revenue September 2014 2nd Street SW and 3rd Avenue SW RESOLUTION NO. 2014-17 A RESOLUTON OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION REGARDING AN INTERGOVERNMENTAL TRANSFER OF REAL PROPERTY INTEREST WHEREAS, the City of Carmel, Indiana (the “City”) is an Indiana municipal corporation; and WHEREAS, the City of Carmel Redevelopment Commission (the “CRC”) is a governmental entity created and authorized to administer certain redevelopment activities within the City; and WHEREAS, the City owns certain property known as Tax Parcel Number: 16-09-25-04- 05-006.000 further described on Exhibit A attached hereto and incorporated herein, and a .908 acre parcel which is excess right of way and which does not have a Tax Parcel Number (the “Excess Right of Way”) further described on Exhibit B attached hereto and incorporated herein, generally located at 2nd Street SW and 3rd Avenue SW (collectively the “Property”); and WHEREAS, the City has determined that it is now in the best interests of the CRC and the City to transfer the Property to the CRC under the terms and conditions set forth herein, as authorized by Indiana Code 36-7-14-12.2 and other applicable law; and WHEREAS, the CRC has determined that it is now in the best interests of the CRC to acquire the Property under the terms and conditions set forth herein, as authorized by Indiana Code 36-7-14-12.2 and other applicable law; and WHEREAS, Indiana Code Section 36-1-11-8 authorizes the transfer of property between governmental entities upon terms and conditions agreed upon by the entities, as evidenced by the adoption of a substantially identical resolution by each entity. NOW, THEREFORE, BE IT HEREBY RESOLVED by the City of Carmel Redevelopment Commission that: 1. The foregoing Recitals are fully incorporated herein by this reference. 2. The City will transfer the Property to the CRC subject to the following provisions: a. The transfer of the Property shall be by warranty deed for Tax Parcel Number 16- 09-25-04-05-006.000 and by quitclaim deed for the Excess Right of Way and the City shall execute all other usual and customary conveyance documents; and b. The purchase price of the Property shall be mutually agreed upon by the City and CRC upon approval of the Common Council. 2nd Street SW and 3rd Avenue SW 3. The parties shall take all steps necessary to effect the transfer of the Property from the City to the CRC as provided herein. Such transfer shall take place at a time and date mutually agreed upon by the City and the CRC. 4. The Commission hereby designates Steve Engelking, Director of the Department of Administration for the City of Carmel, Indiana, as its agent for purposes of completing the transfer of the Property. Steve Engelking is hereby authorized to execute all documents required in connection with the transfer of the Property pursuant to this Resolution and to take all other lawful actions necessary to complete the transfer of the Property as contemplated herein, subject to the terms of paragraph 2.b. Adopted this _____ day of ___________, 2014 CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Secretary Member Member 2nd Street SW and 3rd Avenue SW 2nd Street SW and 3rd Avenue SW 2nd Street SW and 3rd Avenue SW 2nd Street SW and 3rd Avenue SW AGREEMENT Conveyances This Agreem ent (Conveyances) (the "Agreem ent"), executed this __ day of _______________, 2014, by and among The City of Carm el Redevelopm ent Com m ission ("CRC"), Carm el City Center, LLC (“CCC”), and _______________, LLC (the “Developer”), and _______________, LLC (the “10 South Purchaser”), W itnesses: R ec itals W HEREAS, CRC, CCC, and Village Housing Corporation have executed that certain Project Agreement (Parcel 5 Rem ainder/Parcels 4 & 11) dated Decem ber 7, 2011, as am ended by that certain First A m endm ent to Projec t Agreem ent (Parcel 5 R em ainder/Parcels 4 & 11) dated __________, 2 014 (collectively, the “Rem ainder Project Agreem ent”); W HEREAS, CRC, CCC, and Developer are entering into that certain Project Agreem ent (Second Com ponent/Park East/SC Public Im provem ents) (the “SC Project Agreement”) pursuant to which Developer shall construct the “Second Component” on a portion of the real estate defined: (a) in the SC Project Agreem ent as the “Second Com ponent Site”; and (b) in the Rem ainder Project Agreem ent as the “Parcel 5 Rem ainder Site”; W HEREAS, CRC and 10 South Purchaser have executed that certain Purchase Agreem ent dated __________, 2014, pursuant to which 10 South Purchaser shall acquire that certain real estate com m only known as the “10 South Parcel”; W H EREAS, 10 South Purchaser intends to m ak e im provem ents to the 10 S outh Parcel that, as currently contemplated, would extend east onto real estate owned by CRC; W H E R E AS , e ac h of: (a) the real esta te c o m m o n ly k now n as “Parcel 5"; and (b ) th e real estate com m only known as “Parcel 10"; is depicted on Exhibit A W HEREAS, In connection with the satisfaction of the obligations under the Remainder Project and the SC P roject Agreem ent, and to facilitate the im provem ents intended to be m ade by 10 South Purchaser on the 10 South Parcel, CCC, Developer, and 10 South Purchaser have requested that CRC convey to: (a) CCC the portions of Parcel 5 that are delineated on Exhibit A as the “Gallery Site” and the “Playfair Parking Site”; (b) Developer the portion of Parcel 5 that is delineated on Exhibit A as the “Park East Addition”; and (c) 10 South Purchaser the portion of Parcel 10 (and/o r that c ertain real estate adjacent to Parcel 10 on the east) that is delineated on Exhibit A as the “10 South Addition”; W HEREAS, CCC, Developer, and 10 South Purchaser, collectively, are the “Affiliated Entities”; W HEREAS, the Gallery Site, the Playfair Parking Site, the Park East Addition, and the 10 South Addition, collectively, are the “C R C Sites”; W HEREAS, pursuant to IC §36-7-14-22.5, real property acquired by CRC to carry out a redevelopment project that, at a public hearing, is determined by CRC to be unnecessary to complete its redevelopment project, may be disposed of pursuant to §36-7-14-22.7; W HEREAS, CRC acquired the CRC Sites to carry out a redevelopment project; W HEREAS, CRC, at a public meeting held on __________, 2014, determined that the CRC Sites are unnecessary for CRC to complete its redevelopment project; W HEREAS, accordingly, CRC may dispose of the CRC Sites pursuant to §36-7-14-22.7; Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Park East Garage-2nd Component under RPA\Land Swap Agreement\Land Swap Agreement.wpd 07Oct14-2- W HEREAS, CRC has obtained appraisals of the CRC Sites from two appraisers, as required pursuant to §36-7-14-22.7; W HEREAS, the aggregate appraised value of the CRC Sites is $569,500.00; W HEREAS, pursuant to §36-7-14-22.7, CRC must dispose of the CRC Sites at a “value” that is not less than the appraised value of the CRC Sites; W HEREAS, the Affiliated Entities have agreed that, upon completion of the “Garage” (as defined in the SC Project Agreement), the Affiliated Entities shall convey to CRC the Garage, together with the portion of Parcel 5 on which the Garage has been constructed (excluding the portion thereof comprised of the Park East Addition) (the “Garage Real Estate”); W HEREAS, for purposes of clarity, the Garage does not include the “Retail Element” (as defined in the SC Project Agreement); W HEREAS, the Garage Real Estate alone has a value in excess of the aggregate appraised value of the CRC Sites; accordingly, CRC may convey the CRC Sites to the Affiliated Entities and receive, in exchange, fee simple title to the Garage and the Garage Real Estate upon completion of the Garage; and W H EREAS, the parties wish to execute this Agreement; Agreement NOW , THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, the parties agree as follows: 1.CRC Sites. On a date mutually determined by the parties, CRC shall convey the CRC Sites to the Affiliated Entities subject to all matters: (a) of record; and (b) that would be disclosed by an ALTA survey. 2.Garage. Upon: (a) completion of the “Final Inspection” (to be defined in the SC Project Agreement); and (b) either: (i) correction of all “Material Defects” identified in the “Non-Compliance Notice” (each as defined in the SC Project Agreement; the Affiliated Entities shall convey the Garage and the Garage Real E s tate to C R C s ubject to the “S c hedule B” exceptio ns disc los ed in a com m itm ent for an ow ner’s policy of title insurance. Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Park East Garage-2nd Component under RPA\Land Swap Agreement\Land Swap Agreement.wpd 07Oct14-3- IN W IT N ESS W HER EO F, the parties have executed this Agreem ent as of the date set forth above. THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: ______________________________ W illiam Ham m er, President By: ______________________________ Printed: __________________________ Title: _____________________________ CARMEL CITY CENTER, LLC By:______________________________ Printed: __________________________ Title: _____________________________ ___________________________________ By:______________________________ Printed: __________________________ Title: _____________________________ ___________________________________ By:______________________________ Printed: __________________________ Title: _____________________________ Donald R. Mosson September 6, 2014 S:\01 redev comm\2014\Electronic Commissioners Packets\10 October 15, 2014\Land Swap (Exhibit A-1).docx LAND DESCRIPTION WESTERN MOTORCOURT LAND SWAP PARCEL A portion of Tracts 5B.2 Part of Instrument Number 20060039104 September 6, 2014 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at the Northeast Corner of the Northeast Quarter of Section 36, Township 18 North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) 707.40 feet along the North Line of said Northeast Quarter to the eastern boundary of the 1.800- acre tract of land granted to the City of Carmel Redevelopment Commission ("Monon Tract") (recorded as Instrument Number 9909923664 in the Office of the Recorder of Hamilton County, Indiana); thence South 00 degrees 51 minutes 54 seconds East 284.25 feet along the eastern boundary of said Monon Tract to the northwestern corner of the 0.909-acre tract of land granted to the City of Carmel Redevelopment Commission (“Tract 5B.1”) (recorded as Instrument Number 2011053909 in said Recorder’s Office); thence continue South 00 degrees 51 minutes 54 seconds East 156.77 feet along the western line of said Tract 5B.1 to the southwestern corner thereof, being the northern line of the 0.265-acre tract of land granted to the City of Carmel Redevelopment Commission (“Tract 5B.2”) (recorded as Instrument Number 200600039104 in said Recorder’s Office) and the POINT OF BEGINNING of this description; thence South 89 degrees 56 minutes 58 seconds East 36.08 feet along said northern line to a corner thereof; thence North 00 degrees 51 minutes 54 seconds West 5.97 feet along a western line of said Tract 5B.2; thence North 89 degrees 59 minutes 31 seconds East 45.00 feet to a western line of said Tract 5B.2; thence South 00 degrees 51 minutes 54 seconds East 6.01 feet along said western line to a corner thereof; thence South 89 degrees 56 minutes 58 seconds East 35.00 feet along a northern line of said Tract 5B.2; thence South 00 degrees 51 minutes 54 seconds East 35.00 feet parallel with the eastern line of said Monon tract to the southern line of said Tract 5B.2; thence South 89 degrees 56 minutes 58 seconds West 116.08 feet along the southern line of said Tract 5B.2 to the eastern line of said Monon tract; thence North 00 degrees 51 minutes 54 seconds West 35.00 feet along said eastern line to the POINT OF BEGINNING, containing 4,331.8 square feet (0.099 acres), more or less. Donald R. Mosson September 6, 2014 S:\01 redev comm\2014\Electronic Commissioners Packets\10 October 15, 2014\Land Swap (Exhibit A-2).docx LAND DESCRIPTION EASTERN MOTORCOURT LAND SWAP PARCEL A portion of Tracts 5B.2 Part of Instrument Number 20060039104 September 6, 2014 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at the Northeast Corner of the Northeast Quarter of Section 36, Township 18 North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) 707.40 feet along the North Line of said Northeast Quarter to the eastern boundary of the 1.800- acre tract of land granted to the City of Carmel Redevelopment Commission ("Monon Tract") (recorded as Instrument Number 9909923664 in the Office of the Recorder of Hamilton County, Indiana); thence South 00 degrees 51 minutes 54 seconds East 284.25 feet along the eastern boundary of said Monon Tract to the northwestern corner of the 0.909-acre tract of land granted to the City of Carmel Redevelopment Commission (“Tract 5B.1”) (recorded as Instrument Number 2011053909 in said Recorder’s Office); thence continue South 00 degrees 51 minutes 54 seconds East 191.77 feet along the western line of said Tract 5B.1 to the southern line of the 0.265-acre tract of land granted to the City of Carmel Redevelopment Commission (“Tract 5B.2”) (recorded as Instrument Number 200600039104 in said Recorder’s Office); thence South 89 degrees 56 minutes 58 seconds East 116.08 feet along said southern line to the POINT OF BEGINNING of this description; thence North 00 degrees 51 minutes 54 seconds West 41.05 feet parallel with the eastern line of said Monon tract; thence North 89 degrees 59 minutes 31 seconds East 45.00 feet to a western line of said Tract 5B.2; thence South 00 degrees 51 minutes 54 seconds East 6.09 feet along said western line to a corner thereof; thence South 89 degrees 56 minutes 58 seconds East 35.00 feet along a northern line of said Tract 5B.2 to a corner thereof; thence North 00 degrees 51 minutes 54 seconds West 6.13 feet along said western line; thence North 89 degrees 59 minutes 31 seconds East 32.27 feet to the eastern line of said Tract 5B.2; thence South 00 degrees 51 minutes 54 seconds East 41.16 feet along said eastern line to the southeastern corner thereof; thence North 89 degrees 56 minutes 58 seconds West 112.27 feet along the southern line of said Tract 5B.2 to the POINT OF BEGINNING, containing 4,400.4 square feet (0.101 acres), more or less. Donald R. Mosson Page 1 10/10/2014 S:\01 redev comm\2014\Electronic Commissioners Packets\10 October 15, 2014\Land Swap (Exhibit A-3).docx LAND DESCRIPTION CRC – Park East Retail 1 Below Adjoiner A portion of the property of The City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 September 8, 2014 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being further defined from elevation 857.00 feet (Ceiling of Retail) and below (NGVD 1929) more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Carmel City Center, LLC (“CCC tract”) (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission (“CRC tract”) (recorded as Instrument Number 200600064025 in said Recorder’s Office); thence South 89 degrees 12 minutes 13 seconds West 373.37 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence South 00 degrees 00 minutes 00 seconds West 19.83 feet; thence North 90 degrees 00 minutes 00 seconds East 1.45 feet; thence South 00 degrees 00 minutes 00 seconds West 6.02 feet; thence South 90 degrees 00 minutes 00 seconds West 10.34 feet; thence South 00 degrees 00 minutes 00 seconds West 9.40 feet; thence South 90 degrees 00 minutes 00 seconds West 52.65 feet; thence North 00 degrees 00 minutes 00 seconds East 14.50 feet; thence North 90 degrees 00 minutes 00 seconds East 37.92 feet; thence North 00 degrees 00 minutes 00 seconds East 19.04 feet; thence South 90 degrees 00 minutes 00 seconds West 37.92 feet; thence North 00 degrees 00 minutes 00 seconds East 0.85 feet to said common line; thence North 89 degrees 12 minutes 13 seconds East 61.55 feet along said common line to the POINT OF BEGINNING, containing 1,346.0 square feet (0.031 acres), more or less Donald R. Mosson Page 1 10/10/2014 S:\01 redev comm\2014\Electronic Commissioners Packets\10 October 15, 2014\Land Swap (Exhibit A-4).docx LAND DESCRIPTION CRC – Park East 2 Retail Below Adjoiner A portion of the property of The City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 September 8, 2014 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being further defined from elevation 857.00 feet (Ceiling of Retail) and below (NGVD 1929) more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Carmel City Center, LLC (“CCC tract”) (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission (“CRC tract”) (recorded as Instrument Number 200600064025 in said Recorder’s Office); thence South 89 degrees 12 minutes 13 seconds West 256.23 feet along said easterly projection and said common line; thence South 00 degrees 00 minutes 00 seconds West 0.63 feet; thence North 90 degrees 00 minutes 00 seconds East 1.00 feet to the POINT OF BEGINNING of this description; thence North 90 degrees 00 minutes 00 seconds East 28.69 feet; thence South 00 degrees 00 minutes 00 seconds West 36.25 feet; thence South 90 degrees 00 minutes 00 seconds West 74.72 feet; thence North 00 degrees 00 minutes 00 seconds East 9.40 feet; thence South 90 degrees 00 minutes 00 seconds West 10.34 feet; thence North 00 degrees 00 minutes 00 seconds East 6.02 feet; thence North 90 degrees 00 minutes 00 seconds East 1.25 feet; thence North 00 degrees 00 minutes 00 seconds East 20.71 feet to said common line; thence North 89 degrees 12 minutes 13 seconds East 23.63 feet along said common line; thence South 00 degrees 00 minutes 00 seconds West 21.95 feet; thence North 90 degrees 00 minutes 00 seconds East 31.50 feet; thence North 00 degrees 00 minutes 00 seconds East 21.75 feet to the POINT OF BEGINNING, containing 2,276.0 square feet (0.052 acres), more or less Donald R. Mosson September 6, 2014 S:\01 redev comm\2014\Electronic Commissioners Packets\10 October 15, 2014\Land Swap (Exhibit A-5).docx LAND DESCRIPTION PLAYFAIR ADDBACK TO PARCEL 5ABCD September 6, 2014 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at the Northeast Corner of the Northeast Quarter of Section 36, Township 18 North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) 707.40 feet along the North Line of said Northeast Quarter to the eastern boundary of the 1.800- acre tract of land granted to the City of Carmel Redevelopment Commission ("Monon Tract") (recorded as Instrument Number 9909923664 in the Office of the Recorder of Hamilton County, Indiana); thence South 00 degrees 51 minutes 54 seconds East 807.49 feet along the eastern boundary of said Monon Tract to the southwestern corner of the 1.257-acre tract of land granted to the CCC West, LLC (“Tract 5C”) (recorded as Instrument Number 2012070073 in said Recorder’s Office), being the POINT OF BEGINNING of this description; thence North 89 degrees 12 minutes 13 seconds East 234.32 feet along the southern line of said Tract 5C to the southeastern corner thereof; thence South 00 degrees 51 minutes 54 seconds East 96.19 feet along the southerly projection of the eastern line of said Tract 5C to the southern line of the 1.004-acre tract of land granted to the City of Carmel, Indiana (“Monon Green Boulevard”) (recorded as Instrument Number 200200025738 in said Recorder’s Office); thence South 89 degrees 12 minutes 13 seconds West 234.32 feet along the southern line of said Monon Green Boulevard to the eastern boundary of said Monon Tract; thence North 00 degrees 51 minutes 54 seconds East 96.19 feet along said eastern boundary to the POINT OF BEGINNING, containing 22,539.9 square feet (0.517 acres), more or less. LAND DESCRIPTION Parcel 10 South Addition September 6, 2014 Part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (assumed bearing) 1412.00 feet along the East Line of said Northeast Quarter to the easterly extension of the northern line of the 0.249-acre tract of land granted to the City of Carmel, Indiana (“City tract”) (recorded as Instrument Number 200200025738 in the Office of the Recorder of Hamilton County, Indiana); thence South 89 degrees 46 minutes 06 seconds West 51.18 feet along said extension and said northern line to a northwestern corner of said City tract and the northeastern corner of the 0.800-acre tract of land granted to BJS, LLC (“Grantor”) (recorded as Instrument Number 200200025739 in said Recorder’s Office), being the Point of Beginning of this description (the following two courses are along the common boundary of said Grantor and said City tract); (1) thence South 00 degrees 13 minutes 54 seconds East 152.32 feet; (2) thence South 89 degrees 46 minutes 06 seconds West 15.84 feet to the southerly extension of the eastern face of a brick building existing on September 17, 2009 (the following Thirteen (13) courses are along the southerly and northerly extensions of and the actual face of said building); (1) thence North 00 degrees 20 minutes 41 seconds West 35.68 feet; (2) thence North 89 degrees 39 minutes 19 seconds East 4.00 feet; (3) thence North 00 degrees 20 minutes 41 seconds West 31.00 feet; (4) thence North 89 degrees 39 minutes 19 seconds East 4.00 feet; (5) thence North 00 degrees 20 minutes 41 seconds West 10.20 feet; (6) thence North 89 degrees 39 minutes 19 seconds East 1.80 feet; (7) thence North 00 degrees 20 minutes 41 seconds West 13.70 feet; (8) thence South 89 degrees 39 minutes 19 seconds West 1.80 feet; (9) thence North 00 degrees 20 minutes 41 seconds West 10.10 feet; (10) thence South 89 degrees 39 minutes 19 seconds West 4.00 feet; (11) thence North 00 degrees 20 minutes 41 seconds West 30.95 feet; (12) thence South 89 degrees 39 minutes 19 seconds West 4.00 feet; (13) thence North 00 degrees 20 minutes 41 seconds West 20.69 feet to the northern line of said Grantor; thence North 89 degrees 46 minutes 06 seconds East 16.14 feet along said northern line to the Point of Beginning.