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HomeMy WebLinkAbout111914 CRC Commissioners Packet CARMEL REDEVELOPMENT COMMISSION AGENDA WEDNESDAY, NOVEMBER 19, 2014 – 6:30 P.M. COUNCIL CHAMBERS/ CITY HALL/ONE CIVIC SQUARE MEETING CALLED TO ORDER 1. PLEDGE OF ALLEGIANCE 2. PUBLIC HEARING 1: Resolution Amending the Declaratory Resolution and Economic Development Plan for the Legacy Economic Development Area 3. PUBLIC HEARING 2: City Center Phase II Bond 4. APPROVAL OF MINUTES a. October 15, 2014 b. October 30, 2014 5. 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 6. EXECUTIVE DIRECTOR REPORT 7. COMMITTEE REPORTS a. Finance Committee b. Architectural Review Committee 8. UPDATE ON PROPERTIES 9. OLD BUSINESS a. Action Item #2: Acceptance of Bid for 3rd Avenue Property Purchase and Development b. Action Item #3: Approval of Confirmatory Resolution 2014-21 Amending the Legacy Economic Development Area 10. NEW BUSINESS a. Action Item #4: Approval of Resolution 2014-22 re: Amendment to Lease Agreement between CRC and Redevelopment Authority b. Action Item #5: Approval of Resolution 2014-23 re: Intergovernmental Transfer of Property (130 1st Ave SW) c. Action Item #6: Approval of Settlement Agreements 11. OTHER BUSINESS 12. EXECUTION OF DOCUMENTS NEXT REGULAR MEETING: Wednesday, December 17, 2014, 6:30 p.m. 13. ADJOURNMENT 1 CARMEL REDEVELOPMENT COMMISSION November 19, 2014 – 6:30 p.m. Council Chambers, Second Floor, Carmel City Hall Commissioners’ Notes Discussion Matter Call to Order 1. Pledge of Allegiance 2. Public Hearing 1: Resolution Amending the Declaratory Resolution and Economic Development Plan for the Legacy Economic Development Area 3. Public Hearing 2: City Center Phase II Bond 4. Approval of Minutes a. October 15, 2014 b. October 30, 2014 5. Financial Matters a. Cash Flow Report  The EOM October balance: o Cash - $1,325,291 o Cash and Restricted Funds - $3,213,483 b. Update on Outstanding Receivables c. Approval of Claims The invoices submitted for approval by category are as follows:  Non- operating Expenses: $564,821.82  PAC Construction Fund: $62,164.37 d. Special Matter i. Action Item #1: Approval of Change Orders 6. Executive Director Report 7. Committee Reports a. Updates, if applicable, will be presented by the committees at the meeting. Requirements: None at this time. 8. Update on Properties (other than negotiation and litigation matters) a. Please see the attached document for the CRC project updates. 2 9. Old Business a. Action Item #2: Acceptance of Bid for 3rd Avenue Property Purchase and Development b. Action Item #3: Approval of Confirmatory Resolution 2014-21 Amending the Legacy Economic Development Area 10. New Business a. Action Item #4: Approval of Resolution 2014-22 re: Amendment to Lease Agreement between CRC and Redevelopment Authority b. Action Item #5: Approval of Resolution 2014-23 re: Intergovernmental Transfer of Property (130 1st Ave SW) c. Action Item #6: Approval of Settlement Agreements 11. Other Business 12. Execution of Documents a. Next Regular Meeting, Wednesday, December 17, 2014, 6:30 p.m. 13. Adjournment PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 5 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 Hotel/ Motor Court Wr e n Windsor Holland Playfair Park East Baldwin/ Chambers PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 6 • 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 in the fall of 2014. • 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 storefront/glass installation continues. 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. Tenant: Mondana Kitchen 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 Additional potential revenue to be assigned to this project $137,179 Construction $100,000 per June ’14 Budget Available funds for construction project due to increased revenue $ 242,179 b) Design Consultant: American Structurepoint Provided by Pedcor City Center Dev. Co. 1 PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 7 c) CRC Commitment Schedule Design % Complete 100% Construction Start Date October 2014 Anticipated Project Completion November 2014 • Phase 2 1) Project Status – designs are schematic and construction has not started. a) In addition to the Reallocation request, a request to issue TIF Bonds to fund public improvements on the Phase 2 site has been submitted. 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 PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 8 Pedcor Office 5 A two story building, of approximately 20,000 square feet, which will include office space. Fall 2015 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 PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 9 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. At Finance and Land Use Committees. Introduced in September. Public Hearing proposed in December. TIF Bond request On-docket, 11/3/14 Resolution. Anticipate November Finance and Land Use Committee Meetings Introduced in October. Public Hearing proposed in December. 4) CRC Commitments Additional information concerning the proposed commitments will be shared with Council at the November 3 meeting. Discussion will ensue and modifications will be made during the month of November. Overall general commitments were introduced at the 10/6/14 Council meeting. They included: Pedcor Funds 10 Mixed-Use Buildings Retail Housing Office Hotel City Streets and Sidewalks Maintenance of Parking Garage TIF Funds Parking Garage Spanish Stairs/Gathering Pedestrian Connections CRC Funds Add-on Streetscape City Funds Maintenance on City Streets and Sidewalks PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 10 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 PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 11 • Mezz Building (3rd Avenue) 1) Project Status – under construction a) Building 1 Framing is complete. b) First floor steel framing is 70% complete. c) Building 1 MEP - 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 complete. e) Building 1 – Tyvek, windows, & doors are complete. Storefront to be complete in October. • Monon Lofts Building (Monon side) 1) Project Status – under construction a) Building 2 - Framing is complete. b) Building 2 – Tyvek, Windows, Doors complete. c) First floor steel framing is 70% complete. d) Building 2 MEP - 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 2) Council and/or CRC Action Items ACTION ITEM CITY COUNCIL CRC None PROJECT UPDATES October 23, 2014 CRC Report for November 3, 2014 City Council Meeting Page | 12 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-March ‘15. 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-January ‘15. Midwest Constructors. b) Design Consultant: American Structurepoint c) Construction Contractor: Calumet Civil Contractors/ Duke Energy/ Midwest Constructors d) CRC Commitment Schedule Design % Complete 100% Construction Start Date September 2014 Anticipated Project Completion December for Midwest Constructors, March for Calumet Civil Contracts (due to asphalt being installed) Respectfully submitted, Corrie Meyer, AICP, RLA, LEED AP Director Carmel Redevelopment Commission/Department October 24, 2014 Prepared for David Bowers and Brad Meyer -End report- CRC Meeting, October 15, 2014 1 CARMEL REDEVELOPMENT COMMISSION Meeting, Wednesday, October 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 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 Legal Consultant Ryan Wilmering Present President Bill Hammer called the meeting to order at 6:34 p.m. The Pledge of Allegiance was said. Approval of Minutes September 15, 2014: Mr. Worrell moved to approve, seconded by Mr. Brooks. Passed unanimously. September 17, 2014: Mr. Worrell moved to approve, seconded by Mr. Bowers. Unanimously approved. October 1, 2014: Mr. Brooks moved to approve, seconded by Mr. Worrell. Passed unanimously. Financial Matters Mr. Lee stated the end of month September balance of the Commission totaled $477,092 and $2,364,936 with restricted funds. 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 $59,771.41. Mr. Bowers moved to approve payment of non-operating invoices in the amount of $59,771.41, seconded by Mr. Worrell. Passed unanimously. Mr. Lee requested the Commission approve PAC construction fund claims in the amount of $85,417.49. Mr. Brooks moved to approve disbursement of PAC funds in the amount of $85,417.49, seconded by Mr. Bowers. Passed unanimously. Approval of Change Orders There were no change orders to come before the Commission. Executive Director Report Mrs. Meyer gave an update regarding topics discussed at the bi-weekly meetings with the CRC Treasurer, including file management and closing on the former Shapiro’s site. Discussion ensued regarding file maintenance and backup. Mr. Hammer requested staff verify that a backup system is in place for the electronic file system and to determine which paper copies of files would need to be kept. Mrs. Meyer gave an update on the final phase of the City Center project. CRC Meeting, October 15, 2014 2 Committee Reports Mr. Bowers stated the Finance Committee is working on the 2015 budget in preparation for the committee’s public meeting on November 18. Mr. Worrell stated the Architectural Review committee meets every month on a regular basis and at their last meeting representatives from Anderson Birkla were there to discuss the Party Time Rental site. Mr. Worrell noted that, per Mrs. Meyer’s idea, a number of the City department heads are now attending the meetings in order to address concerns, ask questions and then offer assistance and advice to the developer throughout the project planning process. Update on Properties Mrs. Meyer gave an update on The Nash and The Mezz projects. Old Business None at this time. New Business Approval of Resolution 2014-17 re: Intergovernmental Transfer of Real Property Interest (2nd Street SW and 3rd Avenue SW) Mrs. Meyer stated that this is a transfer of property that the City Council approved at their last meeting. Mrs. Meyer gave background and referenced presented maps. Discussion ensued. Mr. Bowers moved to approve Resolution 2014 -17 re: Intergovernmental Transfer of Real Property Interest. Seconded by Mr. Worrell and passed unanimously. Approval of Conveyances Agreement re: Parcels located on City Center site and portion of Shapiro’s site Mr. Worrell moved to table this item, seconded by Mr. Bowers. Unanimously approved. Other Business None at this time. Adjournment Mr. Worrell moved the meeting be adjourned pending the execution of documents and seconded by Mr. Brooks. The meeting was adjourned at 7:07 p.m. A special meeting will take place on Thursday, October 30, 2014 at 8:00 a.m. The next regularly scheduled meeting is Wednesday, November 19, 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. CRC Meeting, October 30, 2014 1 CARMEL REDEVELOPMENT COMMISSION Meeting, Thursday, October 30, 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 Bond Counsel Bruce Donaldson Present Financial Consultant Loren Matthes Present President Bill Hammer called the meeting to order at 8:02 a.m. The Pledge of Allegiance was said. Bid Opening: Real Estate Property at 3rd Ave Mrs. Meyer gave brief background, then opened and read aloud the bids. Mrs. Meyer stated staff will evaluate both proposals and follow up with the Commission after review. Public Hearing: Resolution amending the Declaratory Resolution and Development Plan for the Old Meridian Street Economic Development Area. Bruce Donaldson, with Barnes & Thornburg, stated this relates to a resolution approved in August regarding the Olivia on Main project at Old Meridian and Main Street. Mr. Donaldson stated this has since gone to the Plan Commission and City Council for approval and the public hearing and related resolution before the Commission tonight are the final steps in the process. The public hearing was opened at 8:07 a.m. No one was present to speak in favor of or in opposition to this item. The public hearing was closed at 8:08 a.m. Approval of Resolution confirming amendments to the Declaratory Resolution and Development Plan for the Old Meridian Street Economic Development Area. Mr. Worrell moved to approve Resolution 2014-18, seconded by Mr. Brooks. Passed unanimously. Approval of Resolution pledging TIF revenues to the payment of City of Carmel Economic Development Revenue Bonds. Mr. Donaldson gave background on this resolution. Mr. Donaldson stated this has gone through and been approved by the Economic Development Commission as well as the City Council and that approval tonight is the last step in the process. Mrs. Meyer noted the Council Finance Committee chairwoman and the CRC worked closely with the developer to negotiate a deal and that they also worked closely with the City Council to ensure that questions were answered and enough detail was provided. CRC Meeting, October 30, 2014 2 Ms. Matthes noted that these bonds will be purchased by the developer. Discussion ensued. Mr. Brooks moved for approval, seconded by Mr. Worrell. Approved unanimously. Approval of Preliminary Bond Resolution relating to the City Center Phase II (Pedcor) project Mr. Donaldson outlined and gave background on the preliminary bond resolution. Ms. Matthes presented the related financial schedules and detail. Discussion ensued regarding the debt structure. Mrs. Meyer reiterated that this is a preliminary resolution and that there will be other approval steps relating to this item going forward. Mr. Brooks moved to approve Preliminary Bond Resolution 2014-20 for the issuance of bonds of the City of Carmel to pay for the cost of various projects for the City Center Phase II and incidental expenses in connection with the issuance of the bonds, seconded by Mr. Worrell. Mr. Worrell noted that he thinks it is important to build a parking garage that will support the density of the project, which increases the assessed value. Unanimously approved. Approval of Claims Mr. Lee requested approval of non-operating claims in the amount of $33,845.88. Brief discussion ensued. Mr. Hammer noted that all of the legal bills now go through the Legal department for review. Mr. Worrell moved for approval, seconded by Mr. Brooks. 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 8:46 a.m. The next regularly scheduled meeting is Wednesday, November 19, 2014. The CRC Finance Committee will hold a public meeting on Tuesday, November 18, 2014. 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 ) No v e m b e r 19 , 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 76 , 3 7 8 . 8 7 $ A r c h i t e c t u r a l / E n g i n e e r i n g F e e s Am e r i c a n S t r u c t u r e p o i n t , I n c . 7 3 3 5 1 1 0 / 2 7 / 1 4 3 2 5 . 4 5 $ m i s c e l l a n e o u s e x p e n s e s r e l a t i n g t o N a sh planholder distribution Su b - t o t a l : A r c h i t e c t u r a l / E n g i n e e r i n g F e e s 32 5 . 4 5 $ 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 1 1 1 / 0 1 / 1 4 4 , 2 2 0 . 0 0 $ f i n a n c i a l s e r v i c e s f o r O c t o b e r 2 0 1 4 Lo n d o n W i t t e G r o u p 27 5 7 0 1 0 / 3 1 / 1 4 1 , 0 3 1 . 2 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 O c tober 2014 Su b - t o t a l : A c c o u n t i n g F e e s 5, 2 5 1 . 2 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 81 , 9 5 5 . 5 7 $ To t a l E x p e n d i t u r e s : 56 4 , 8 2 1 . 8 2 $ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 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 N o v e m b e r 1 9 , 2 0 1 4 A p p r o v e d N o v e mb e r 1 9 , 2 0 1 4 A p p r o v e d N o v e m b e r 1 9 , 2 0 1 4 A p p r o v e d N o v e m b e r 1 9 , 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 N o v e m b e r 1 9 , 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 N o v e m b e r 1 9 , 2 014 Carmel Redevelopment Commission Annual Budget Summary Update as of 10/31/14 Reference B C D E F G H 1 Actual Actual PROJECTED Amended % Complete Variance of Revised Budget 2 September October November Total Approved Approved 3 Projections Budget6/18/2014 4 BEGINNING BALANCE WITHOUT RESTRICTED FUNDS $546,845 $477,092 $1,325,291 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 1,734 1,734 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 1,828 1,828 1,680 11 Supplemental Reserve Fund Balance 584,459 584,459 584,459 785,481 1,119,000 12 Interest for Supplemental Reserve Fund 63 171 171 63 13 Total Restricted Funds Balance 1,887,844 1,888,192 1,888,192 2,088,803 2,419,000 14 15 BEGINNING BALANCE WITH RESTRICTED FUNDS 2,434,689 2,365,284 3,213,483 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 20 605 288%395 210 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 20 0 (4,471,000) 98%(4,509,157) 36 TOTAL RECEIPTS - TIF 0 20 0 (4,471,000) (4,509,157) 37 38 RECEIPTS - NON TIF 39 Interest 225 639 232%363 276 40 Energy Payments 26,922 26,922 26,922 323,060 83%323,060 41 2013 and 2014 REI Energy Payments 0 10,462 10,462 167,385 145%59,486 107,899 42 4CDC Grants 100,625 0 337,909 61%337,909 43 Civic Rent 0 0 225,000 0%200,000 44 Keystone Group, LLC Receivable (Bond Enhancement) 2013 0 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 0 954,885 1,019,885 102%1,000,000 47 Miscellaneous Receipts 0 0 800,000 942,179 0%0 48 TOTAL RECEIPTS - NON TIF 127,547 992,492 837,384 3,388,809 84%2,341,897 49 TOTAL RECEIPTS 127,547 992,512 837,384 (1,082,191)50 51 EXPENDITURES - TIF 52 Construction 53 Palladium Construction/Retention and Legal 161,648 85,417 62,164 1,517,389 93%1,100,000 54 Contingency Fund 0 0 590,000 100%0 590,000 55 Parcel 73 Streetscape Site Engineering 0 1,324 5,491 110%5,011 56 Mezz Building Site Engineering 0 0 8,888 84%10,624 57 3rd Avenue and Monon Connecting Path Engineering 1,815 2,217 1,010 24,900 24%24,900 58 Monon Trail Work Engineering 0 458 1,018 24,900 29%24,900 59 Park Work at Monon Engineering 0 0 1,305 24,900 0%24,900 60 Duke Relocation at Pedcor Engineering 0 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 27,200 34,294 110,225 347,641 106%195,000 67 Architecture/Engineering Fees 0 0 325 10,000 0%10,000 68 Accounting Fees 4,888 5,229 5,251 90,000 89%90,000 69 Miscellaneous Professional Fees 0 0 20,000 0%20,000 70 Bond and Trustee Fees 1,750 500 31,403 70%37,684 71 Transfer to Supplemental Reserve Fund 785,481 52%1,119,000 72 TOTAL EXPENDITURES - TIF 197,300 129,438 181,298 4,273,783 64%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 14,874 36,707 82%36,707 78 TOTAL EXPENDITURES - NON TIF 0 14,874 0 351,241 75%450,487 79 TOTAL EXPENDITURES 197,300 144,313 181,298 4,625,024 80 81 ENDING BALANCE WITHOUT RESTRICTED FUNDS 477,092 1,325,291 1,981,377 $950,406 $99,165 82 ENDING BALANCE WITH RESTRICTED FUNDS $2,364,936 $3,213,483 $3,869,569 $3,039,209 $2,518,165 A -1- Date Amount Source Description 10/1/2014 26,921.64 City of Carmel Energy payment - Palladium, City Hall, Police Department, Fire Department (October) 10/7/2014 10,461.50 REI Energy payment - Tarkington and Office Building One (September) 10/31/2014 954,884.50 Lake City Bank (Pedcor) Sale of Shapiro's property less closing closts Total $992,267.64 Carmel Redevelopment Commission 902 Fund Non-TIF Revenue October 2014 RESOLUTION NO. 2014-21 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION CONFIRMING ITS RESOLUTION APPROVING AN AMENDMENT TO THE LEGACY ECONOMIC DEVELOPMENT AREA AND PLAN WHEREAS, the City of Carmel Redevelopment Commission (the “Commission”), as the governing body for the City of Carmel Redevelopment Department, pursuant to Indiana Code 36-7-14, as amended (the “Act”), adopted its Resolution No. 2014-13 on August 20, 2014 (the “Declaratory Resolution”), which made certain amendments to the original declaratory resolution and the economic development plan for the Legacy Economic Development Area (the “Plan Amendment”); and WHEREAS, the City of Carmel Plan Commission, on September 16, 2014, approved and adopted its Resolution No. PC-09-16-14-d (the “Plan Commission Order”) determining that the Declaratory Resolution and Plan Amendment conform to the plan of development for the City of Carmel and approving the Declaratory Resolution and the Plan Amendment; and WHEREAS, pursuant to Section 16(b) of the Act, the Common Council of the City on October 6, 2014, adopted its Resolution No. CC-10-06-14-05, approving the Declaratory Resolution, the Plan Commission Order and the Plan Amendment; and WHEREAS, pursuant to Section 17 of the Act, the Commission caused to be published a Notice of Public Hearing with respect to the Declaratory Resolution and filed a copy of said Notice in the offices of all departments, bodies or officers of the City having to do with City planning, variances from zoning ordinances, land use or the issuance of building permits; and WHEREAS, at the hearing held by the Commission on the 19th day of November, 2014, the Commission heard all persons interested in the proceedings and considered written remonstrances and objections, if any; and WHEREAS, the Commission now desires to take final action determining the public utility and benefit of the proposed projects incorporated by the Plan Amendment and confirming the Declaratory Resolution, in accordance with Section 17 of the Act. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment Commission, governing body of the City of Carmel Department of Redevelopment, as follows: 1. After considering the evidence presented at the hearing on the 19th day of November, 2014, the Commission hereby confirms the findings and determinations, designations and approving and adopting actions contained in the Declaratory Resolution. 2. The Commission hereby finds and determines that it will be of public utility and benefit to proceed with the Legacy Economic Development Plan, as modified by the Declaratory Resolution and the Plan Amendment. -2- 3. The Declaratory Resolution is hereby confirmed. 4. This Resolution constitutes final action, pursuant to Section 17(d) of the Act, by the Commission determining the public utility and benefit of the proposed projects and confirming the Declaratory Resolution. 5. The Secretary of the Commission is directed to record the final action taken by the Commission pursuant to the requirements of Section 17(d) of the Act. Adopted the 19th day of November, 2014. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Secretary Member Member INDS01 RCS 1483714v1 RESOLUTION NO. 2014-22 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO A LEASE AGREEMENT BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION AND APPROVING CERTAIN MATTERS RELATED THERETO WHEREAS, the City of Carmel Redevelopment Authority (the “Authority”) has been created pursuant to IC 36-7-14.5 as a separate body corporate and politic, and as an instrumentality of the City of Carmel, Indiana (the “City”) to finance local public improvements for lease to the City of Carmel Redevelopment Commission (the “Commission”); and WHEREAS, the Authority, as lessor, and the Commission, as lessee, entered into a Lease Agreement, dated as of December 9, 2009 (the “Original Lease”), as amended by an Addendum to Lease dated as of January 13, 2010 (the “Addendum to Lease” and, together with the Original Lease, the “Lease”); and WHEREAS, pursuant to the terms of the Original Lease, the City agreed to use the proceeds received from the Authority in connection with the sale of the Real Estate (as defined in the Original Lease) for the purpose of paying the costs of acquiring and constructing certain local public improvements and economic development projects, all as more particularly described and prioritized on “Exhibit A” to the Original Lease, unless a different order of priority is approved by the Common Council of the City; and WHEREAS, on September 15, 2014, the Common Council of the City adopted Ordinance No. D-2177-14 (the “2014 Council Ordinance”), approving certain changes to the description and order of priority of local public improvements and economic development projects to be paid for out of the proceeds received by the City from the sale of the Real Estate; and WHEREAS, the Commission now desires to approve an amendment to the Lease, in substantially the form presented at this meeting (the “Lease Amendment”), for the purpose of amending “Exhibit A” to the Original Lease in order to reflect additional priorities and financial commitments of the proceeds received by the City from the sale of the Real Estate, as provided in the 2014 Council Ordinance; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby approves the proposed Lease Amendment in the form presented at this meeting. The President or any other officer of the Commission and the Secretary of the Commission are hereby authorized and directed, on behalf of the City, to execute and deliver the Lease Amendment in substantially the form presented at this meeting with such changes in form or substance as the President or any other officer of the Commission shall approve, such approval to be conclusively evidenced by the execution thereof. 2 2. The officers and staff of the Commission, collectively and in their individual capacity, are hereby authorized and directed to take all such further actions and to execute all such documents as are necessary or desirable to carry out the transactions contemplated by this Resolution, in such manner or form as the officers or staff undertaking or executing the same shall deem proper, such desirability to be conclusively evidenced by the execution thereof, and any and all actions previously taken by officers or staff of the Commission or representatives of the Commission in connection with the foregoing resolutions, be, and hereby are, ratified and approved. 3. This Resolution shall be in full force and effect after adoption by the Commission. ADOPTED the 19th day of November, 2014. CITY OF CARMEL REDEVELOPMENT COMMISSION President Vice President Secretary Member Member INDS01 BJB 1484391v1 FIRST AMENDMENT TO LEASE AGREEMENT Between CITY OF CARMEL REDEVELOPMENT AUTHORITY LESSOR and CITY OF CARMEL REDEVELOPMENT COMMISSION LESSEE Dated as of November 19, 2014 1 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT, made and dated as of this 19th day of November, 2014, by and between the CITY OF CARMEL REDEVELOPMENT AUTHORITY (the “Lessor”), a separate body corporate and politic organized and existing under Indiana Code 36- 7-14.5 as an instrumentality of the City of Carmel, Indiana (the “City”), and the CITY OF CARMEL REDEVELOPMENT COMMISSION (the “Lessee”), the governing body of the City of Carmel Department of Redevelopment acting for and on behalf of the City, WITNESSETH: WHEREAS, the Lessor and the Lessee entered into a Lease Agreement dated as of December 9, 2009 (the “Original Lease”), as previously supplemented and amended by an Addendum to Lease, dated as of January 13, 2010 (the “Addendum to Lease” and, together with the Original Lease, the “Lease”); and WHEREAS, pursuant to the terms of the Original Lease, the City agreed to use the proceeds received from the Lessor in connection with the sale of the Real Estate (as defined in the Original Lease) for the purpose of paying the costs of acquiring and constructing certain local public improvements and economic development projects, all as more particularly described and prioritized on “Exhibit A” to the Original Lease, unless a different order of priority is approved by the Common Council of the City; and WHEREAS, on September 15, 2014, the Common Council of the City adopted Ordinance No. D-2177-14 (the “2014 Council Ordinance”), approving certain changes to the description and order of priority of local public improvements and economic development projects to be paid for out of the proceeds received from the sale of the Real Estate; and WHEREAS, the Lessor and the Lessee now desired to amend “Exhibit A” to the Original Lease in order to reflect additional priorities and financial commitments of the proceeds from the sale of the Real Estate received by the City consistent with the 2014 Council Ordinance; NOW THEREFORE, in consideration of the premises, the covenants and agreements hereinafter contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessor and the Lessee agree as follows: 1. Amendment to Description of Projects. “Exhibit A” to the Original Lease is hereby amended to add a new subparagraph number seven (7) thereto, which shall read as follows: “7. Improvements to Main Street between Illinois Street and Guilford Road. ESTIMATED COST: $600,000” 2. Reaffirmation of Lease. Except as otherwise provided herein, all terms, conditions and provisions of the Lease, as previously supplemented and amended, are hereby ratified and affirmed. 3. Effective Date. This First Amendment to Lease Agreement shall take effect as of the date first above written. 2 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Lease Agreement to be executed for and on their behalf on the date first written above. LESSOR: LESSEE: CITY OF CARMEL REDEVELOPMENT CITYOF CARMEL REDEVELOPMENT AUTHORITY COMMISSION By: By: President President ATTEST: ATTEST: Secretary-Treasurer Secretary 3 STATE OF INDIANA ) ) SS: COUNTY OF ________ ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared Robert B. Bush II and Jack Badger, personally known to be the President and Secretary- Treasurer, respectively, of the City of Carmel Redevelopment Authority (the “Authority”), and acknowledged the execution of the foregoing First Amendment to Lease Agreement for and on behalf of the Authority. WITNESS my hand and notarial seal this ____day of _______________, 20__. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: 4 STATE OF INDIANA ) ) SS: COUNTY OF _______ ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared William Hammer and Bradley F. Meyer, personally known to be the President and Secretary, respectively, of the City of Carmel Redevelopment Commission (the “Commission”), and acknowledged the execution of the foregoing First Amendment to Lease Agreement for and on behalf of the Commission. WITNESS my hand and notarial seal this ____day of _____________, 20__. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I affirm under the penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Bruce D. Donaldson This instrument was prepared by Bruce D. Donaldson, Esq., Barnes & Thornburg LLP 11 South Meridian Street, Indianapolis, Indiana 46204 INDS01 BJB 1484368v1 130 First Avenue SW RESOLUTION NO. 2014-23 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: 16-09-25-16- 05-004.000 further described on Exhibit A attached hereto (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 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. 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. 130 First Avenue SW 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 130 First Avenue SW EXHIBIT A Begin 32 rods 7 feet 1 inch south and 24 rods 1 feet 6 inches west of the northeast corner of the southeast quarter of section 25 township 18 north range 3 east in Hamilton County, Indiana and run south 218 feet, thence west 165 feet, thence north 218 feet, thence east 165 feet to the place of beginning.