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HomeMy WebLinkAboutResolution 2017-02 (Midtown West lease)RESOLUTION NO.2017-02 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A PROPOSED LEASE AMONG THE CARMEL MIDTOWN BUILDING CORPORATION, AS LESSOR, AND MIDTOWN CARMEL CAPITAL PARTNERS, LLC, AND THE CITY OF CARMEL REDEVELOPMENT COMMISSION, AS CO -LESSEES, AND AUTHORIZING CERTAIN MATTERS RELATED THERETO WHEREAS, the Carmel Midtown Building Corporation or such other corporation (the "Building Corporation") has been, or is anticipated to be, incorporated as an Indiana nonprofit corporation operating pursuant to the provisions of I.C. § 23-17, in order to finance local public improvements, including the Project (as defined herein), for lease to the City of Carmel Redevelopment Commission (the "Commission"), as the governing body of the City of Carmel Redevelopment District (the "District") which has been established within the City of Carmel, Indiana (the "City"); and WHEREAS, in order to foster economic development in the.City, the Commission and Midtown Carmel Capital Partners, LLC or an affiliate thereof (the "Developer"), have entered into the Project Agreement (Midtown West/Mixed-Use/Garage), dated December 21, 2016 (the "Project Agreement"), which provides for the acquisition and construction of a mixed -use development, including a parking garage and other infrastructure improvements, and related improvements to be constructed by the Developer in an area of the City generally described as being located south of 2nd Street Southwest and bounded on the west by 3rd Avenue Southwest and on the east by the Motion Trail (collectively, the "Project"); and WHEREAS, to provide for the financing and construction of portions of the Project, the Commission has considered a proposed Garage Lease (the "Lease"), among the Corporation, as lessor, and the Commission and the Developer, as co -lessees, with respect to the acquisition, construction and leasing of certain real estate and a parking garage and related improvements to be constructed thereon; and WHEREAS, the form of proposed Lease has been presented to the Commission at this meeting; and WHEREAS, after publishing notice of a public hearing in accordance with Indiana law, the Commission held a public hearing on February 15, 2017, regarding the Lease at which the Commission provided all interested parties the opportunity to be heard at such hearing; and WHEREAS, pursuant to the terms of the Lease, the Commission intends to pay lease rental payments to the Building Corporation (the "Rental Payments") at a maximum annual rate of One Million Fifty Thousand Dollars ($1,050,000), which Rental Payments shall be payable in semi-annual installments, for a term no longer than twenty-five (25) years beginning on the later of the Closing Date (as defined in the Project Agreement) or the date the Bonds are issued by the City and ending on the date that is not later than twenty-five (25) years after the date the Bonds are issued; and WHEREAS, on the date hereof, the Commission has received information on the value of the leased premises under the Lease; and WHEREAS, the Commission desires to execute the Lease and authorize the publication, in accordance with Indiana Code 36-7-14-25.2, of a notice regarding the execution and approval of the Lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION AS FOLLOWS: 1. The Commission hereby finds and determines that the terms of the Lease are based upon the value of the Leased Premises; that the Rental Payments to be paid by the Commission, pursuant to the terms of the Lease, at a maximum annual rate of One Million Fifty Thousand Dollars ($1,050,000), which Rental Payments shall be payable in semi-annual installments, for a term no longer than twenty-five (25) years beginning on the later of the Closing Date or the date the Bonds are issued by the City and ending on the date that is not later than twenty-five (25) years after the date the Bonds are issued, are fair and reasonable; and that the service to be provided throughout the term of the Lease will serve the public purpose of the City and is in the best interests of its residents. 2. The Commission reasonably expects to pay the Rental Payments during the term of the Lease from certain tax increment revenues derived from one or more allocation areas established within the District to be received by the Commission pursuant to Indiana Code 36-7- 14, as amended, or other legally available revenues of the Commission, and the payment of the Rental Payments will be secured solely by a back-up pledge of the revenues derived by the Commission from the levy of a special benefits tax pursuant to Indiana Code 36-7-14-27. 3. The President or Vice President and the Secretary of this Commission are hereby authorized and directed, on behalf of the City, and subject to obtaining approval from the Common Council of the City (the "Common Council") by the ordinance or resolution referred to in paragraph 4 hereof, to execute and deliver the Lease in substantially the form presented at this meeting with such changes in form or substance as the President or Vice President of this Commission shall approve, such approval to be conclusively evidenced by the execution thereof, provided, however, the annual Rental Payments and term of the Lease shall not exceed the parameters set forth in paragraph 1 hereof. 4. The Secretary of the Commission is hereby directed to transmit to the Common Council a copy of this Resolution and to request that the Common Council adopt an ordinance or resolution approving the Lease, prior to the execution thereof. 5. The Commission hereby authorizes the publication, in accordance with Indiana Code 36-7-14-25.2, of a notice regarding the execution and approval of the Lease. 6. The President, Vice President and Secretary of this Commission, and each of them, is hereby authorized and directed to take any and all such further actions and to execute all such instruments, documents or certificates as may be necessary, desirable or appropriate to carry out the transactions contemplated by this Resolution, in such forms as the President, Vice 2 President or Secretary executing the same shall deem proper, such desirability to be conclusively evidenced by the execution thereof, and any and all actions previously taken by any member of the Commission or representatives of the Commission in connection with the foregoing resolutions, including, but not limited to, publication of the notice of the public hearing held in connection with such resolutions, be, and hereby are, ratified and approved. 7. This Resolution shall be in full force and effect after adoption by the Commission. ADOPTED this 15t' day of February, 2017. DMS 4640231v3 3 CITY OF CARMEL REDEVELOPMENT President ►� v Vice President v Secretary Me er Member 5, yr�� �✓ "I