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HomeMy WebLinkAboutResolution 2018-08 (Hotel Carmichael approvals)RESOLUTION NO. 2018-08 A RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION REGARDING HOTEL CARMICHAEL 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, pursuant to Indiana Code 36-7-14-12.2(25), CRC may provide financial assistance (including grants and loans) to neighborhood development corporations to permit them to "construct, rehabilitate, or repair commercial property within the district"; and WHEREAS, Downtown City Center Development Corporation ("DCCDC") is a nonprofit corporation organized and operating pursuant to the provisions of the Indiana Nonprofit Act of 1991, as amended, Indiana Code 23-17; and WHEREAS, DCCDC is a "neighborhood development corporation" for purposes of Indiana Code 36-7-14-12.2(25); and WHEREAS, Pedcor Investments, A Limited Liability Company ("Pedcor Investments") is a limited liability company organized and operating under the laws of the State of Wyoming; and WHEREAS, Pedcor Investments and/or one or more of its affiliates are the fee owners of certain real estate located near the northwest corner of the Carmel City Center south of City Center Drive, east of the Monon Greenway, and west of South Rangeline Road and commonly known as Parcel 5, which real estate includes, without limitation, that certain real estate currently known as the Western Motor Court (the "Pedcor Real Estate"); and WHEREAS, the Pedcor Real Estate and certain other adjoining and surrounding land to be acquired by DCCDC and/or Pedcor Investments and/or one or more of its affiliates, collectively, is the "Hotel Site"; and WHEREAS, DCCDC has determined that it is in the best interests of DCCDC to acquire from Pedcor Investments and/or one or more of its affiliates a certain tenant-in-common interest in and to the Hotel Site (the "TIC Interest"); and WHEREAS, DCCDC and CCC Hotel Land, LLC, an affiliate of Pedcor Investments ("CCC Land"), intend to own the Hotel Site as tenants in common; and WHEREAS, DCCDC and CCC Land intend to enter into a ground lease with CCC Boutique Hotel, LLC, an affiliate of Pedcor Investments ("CCC Hotel"), pursuant to which CCC Hotel will construct and operate, or cause to be operated, a boutique hotel on the Hotel Site (the "Hotel"); and WHEREAS, the Hotel and the Hotel Site are commercial property within the "district" for purposes of Indiana Code 37-7-14-12.2(25); and WHEREAS, DCCDC has detennined that it is in the best interest of DCCDC to assist CCC Hotel in obtaining one or more mortgage loans in an aggregate amount not to exceed $23,000,000.00 to finance the construction of the Hotel (collectively, the "Mortgage Loans"); and WHEREAS, the CRC has determined that it is now in the best interests of the CRC to: (a) enter into a project agreement (the "Project Agreement") with DCCDC, Pedcor Investments, CCC Land, and CCC Hotel, pursuant to which: (i) the Hotel Site will be conveyed to DCCDC and CCC Land, as tenants in common; and (ii) DCCDC and CCC Land will enter into a ground lease of the Hotel Site with CCC Hotel for the construction and operation of the Hotel; (b) assist DCCDC in obtaining the TIC Interest; (c) assist DCCDC in assisting CCC Hotel in obtaining the Mortgage Loans; and (d) perform and observe the other actions, covenants, and obligations of the CRC under the Project Agreement and the other documents contemplated hereunder and/or thereunder; all as authorized by Indiana Code 36-7-14-12.2 and other applicable law. 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 CRC will execute and deliver the Project Agreement. 3. The CRC will execute and deliver a grant agreement (the "Grant Agreement") among the CRC, DCCDC, and CCC Hotel, pursuant to which the CRC will agree to make grants to DCCDC in amounts equal to the debt service on the Mortgage Loans, which grants, if any, DCCDC, as a tenant-in-common owner of the Hotel Site, will pledge to the lender(s) of the Mortgage Loans as additional security therefor. 4. The CRC will execute and delivery such other agreements, instruments, certificates, and other documents, and perform and observe such other actions, covenants, and obligations, as necessary or desirable in connection with the Project Agreement, the Grant Agreement, DCCDC's obtaining of the TIC Interest, and/or the construction and operation of the Hotel, including, without limitation, assisting DCCDC in the negotiation and enforcement of the Hotel franchise agreement, management agreement, ground lease, and other agreements and executing and delivering: (a) a tenant-in-common agreement with DCCDC, Pedcor Investments, and CCC Land; and (b) an indemnification agreement with Pedcor Investments and CCC Hotel pursuant to which CRC will agree to indemnify and pay certain amounts that may be due and payable by Pedcor Investments and/or CCC Hotel in connection with the operation of the Hotel. 5. Each agreement, instrument, certificate, and other document contemplated by this Resolution to be executed and delivered by the CRC shall be in a form approved by, and satisfactory to, the President and Executive Director of the CRC, with guidance from the CRC Finance Committee, which approval and satisfaction shall be conclusively evidenced by the execution and delivery thereof by the President, Vice President, Secretary, and/or Executive Director of the CRC. 6. The President and Executive Director of the CRC are authorized to execute and deliver all of the agreements, instruments, certificates, and other documents contemplated by this Resolution to be executed and delivered by the CRC. In the absence of the President and/or Executive Director, the Vice President and/or Secretary of the CRC shall be authorized to execute and deliver all of the agreements, instruments, certificates, and other documents contemplated by this Resolution to be executed and delivered by the CRC. The President, Executive Director, Vice President, and/or Secretary are further authorized take all other lawful actions necessary in connection with the Project Agreement, DCCDC's obtaining the TIC Interest and assisting in obtaining the Mortgage Loans, and the other matters contemplated by this Resolution. Adopted this day of , 2018. CITY OF CARMEL REDEVELOPMENT COMMISSION Secretary Member Member