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HomeMy WebLinkAboutD-2467-19 Interlocal Agreement between Carmel and Clay Township Sponsors: Carter and Kimball ORDINANCE D-2467-19 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING AND ADOPTING AN INTERLOCAL AGREEMENT FOR PUBLIC FACILITIES AND EQUIPMENT FINANCING, PURCHASE, CONSTRUCTION AND MAINTENANCE Synopsis: Interlocal Agreement between the City of Carmel and Clay Township for the purpose of jointly acquiring and constructing additional fire protection equipment and other public facilities and improvements. This Agreement is by and between the City of Carmel, Indiana (the "City") and Clay Township of Hamilton County, Indiana(the"Township"), and shall be effective as of the date of recordation of this Agreement with the Hamilton County Recorder. DECLARATION OF PURPOSE WHEREAS,the City and the Township (collectively the "Participants")have cooperated in the provision of firefighting and emergency response services in their respective jurisdictions through an annual Contract for Fire Protection between the City and the Township (the "Fire Contract"); and WHEREAS, the Participants previously entered into an Interlocal Cooperation Agreement for Fire Facilities Financing, Construction and Maintenance for Fire Stations#43 and #44 and a Fire Training Facility located at 4915 E. 106th Street in the City, which agreement has served the citizens and taxpayers of the City and the Township well; and WHEREAS, the Participants have determined that there is a need for the acquisition and construction of additional fire protection and other public facilities and improvements ("Facilities") and the purchase of certain equipment ("Equipment") to provide protection and serve the public in both the City and the Township, such Facilities and Equipment more particularly described in Exhibit "A" attached hereto and incorporated herein (collectively the "Facilities and Equipment"); and WHEREAS, it has been determined that the best interests of the citizens and taxpayers of the City and the Township would be served through the Participants acting jointly to finance, purchase, construct, acquire and maintain the Facilities and Equipment as provided for in this Agreement; and WHEREAS, as all residents of the City and Township will benefit from the construction of the Facilities and the acquisition of the Equipment, it has been determined by the Participants that the taxpayers of the City and the Township should share equally in the costs thereof through 1 Sponsors: Carter and Kimball a single uniform tax rate levied by the Township throughout the coterminous jurisdiction of the City and the Township; and WHEREAS, I.C. 36-1-7 et seq. provides that a power that may be exercised by an Indiana political subdivision and by one or more other governmental entities may be exercised jointly by the entities by entering into a written Interlocal Agreement, and the Participants desire to enter into such an agreement to administer the fmancing, purchase, construction, acquisition and maintenance of the Facilities and Equipment. NOW THEREFORE,the parties hereto mutually agree as follows: ARTICLE I Joint Facility Purchase, Construction and Maintenance Board Section 1.1. Establishment of Joint Board. The Participants hereby establish a Joint Facility Purchase, Construction and Maintenance Board (the "Joint Board") which shall be responsible for the administration of the terms of this Agreement. The Joint Board shall constitute the joint board required by I.C. 36-1-7-3. Section 1.2. Membership. The Joint Board shall be composed of four (4) members, which shall include the executive of each of the Participants, or the executive's designee, and one (1) member of each of the legislative bodies of the Participants selected or appointed by the majority vote of each legislative body. Section 1.3. Term. The members of the Joint Board shall serve a term which coincides with the member's term as the executive or member of the legislative body of the Participant. Executive members of the Joint Board shall automatically be succeeded by their successors to the office of the executive of the Participant, and designees of the executive may be removed, appointed, or reappointed from time to time at the sole discretion of the executive. Appointees of the legislative body of a Participant shall serve until their successors are selected by the appointing legislative body and may be removed and replaced with or without cause at any time by a majority vote of the appointing legislative body. Section 1.4. Chair and Vice Chair. The executive of the Township (or his or her designee) shall serve as the Chair of the Joint Board. The executive of the City (or his or her designee) shall serve as the Vice Chair of the Joint Board. The Chair shall preside at any meetings of the Joint Board and the Chair and Vice Chair shall have such additional authority as determined by the Joint Board. Section 1.5. Secretary. The Joint Board shall appoint a Secretary at the first meeting of each calendar year. The Joint Board Secretary shall report all official meetings of the Joint Board and shall make copies of the minutes of such meetings available to each Board member prior to the next regularly scheduled meeting. In the absence of such appointment the legislative body member of the Township shall serve as Secretary. 2 Sponsors: Carter and Kimball Section 1.6. Meetings. Meetings of the Joint Board may be called at any time by the Chair or the Vice Chair or by any two (2) members of the Joint Board. Section 1.7. Notice of Meetings. The provisions of the Indiana Open Door Law, I.C. 5- 14-1.5 et seq. shall apply to all meetings of the Joint Board, and compliance therewith shall be sufficient to satisfy all notice or other legal requirements under this Agreement. Section 1.8. Quorum and Voting. At any meeting of the Joint Board, the presence of at least three (3) members shall be necessary to constitute a quorum. Each member of the Joint Board shall have one(1) vote on all matters coming before the Board. Action by the Joint Board shall require the affirmative vote of no less than three (3) members of the Joint Board acting at a properly called meeting at which a quorum is present. Section 1.9. Public Records. An official record of all meetings of the Joint Board shall be maintained in the principal office of the Township. Accurate memoranda of all meetings shall be kept in accordance with I.C. 5-14-1.5-4(b) and (c) and shall be available for public inspection during normal business hours. The Joint Board shall be governed by, and all records of the Joint Board shall be maintained by the Township in accordance with, I.C. 5-14-3 et seq. Section 1.10. Powers, Duties and Responsibilities. The Joint Board shall have the following powers,duties and responsibilities: a. The Joint Board shall have as its primary responsibility the administration of this Agreement providing for the construction, purchase, ownership, use and maintenance of the Facilities and Equipment. b. The Joint Board shall act as a construction advisory committee during the construction of the Facilities and shall receive regular reports from the architect or principal contractor as construction proceeds, and shall act as a purchasing advisory committee for the purchase of the Equipment. c. The Joint Board shall prepare any distribution, dissolution or termination plans called for in this Agreement and shall make such additional recommendations to the Participants related to the disposal of assets governed by this Agreement as are deemed necessary from time to time. d. The Joint Board may delegate and grant to the Chair and/or the Vice Chair such authority to conduct the affairs of the Joint Board and make decisions under this Agreement as they shall determine from time to time. e. The Joint Board shall review such other issues as are referred to the Joint Board from time to time by either Participant and shall make such recommendations to the Participants as are deemed advisable. 3 Sponsors: Carter and Kimball f. The Joint Board shall have the identical authority provided herein with respect to any additional facilities, projects, purchases, equipment or other matters referred to the Joint Board for administration pursuant to a substantially identical resolution adopted by the legislative bodies of each of the Participants from time to time. Section 1.11. Professional Advisors. The Joint Board shall utilize, to the extent deemed necessary, the professional advisors employed or engaged by the Participants, and each Participant shall be responsible for its own costs incurred in this regard. ARTICLE II Acquisition, Ownership and Disposition of Assets and Joint Facilities The Participants agree to the following procedures regarding the acquisition, ownership and disposition of the Facilities and Equipment and any related or subsequent facilities, projects, assets and joint facilities administered under this Agreement: Section 2.1. Acquisition, Ownership and Transfer of Facility Sites. The Participants acknowledge that the Participants either currently own, or are in the process of acquiring through purchase or other intergovernmental transfers, any parcels required for the construction of Facilities under this Agreement("Facility Sites") and that the costs of any future acquisition shall be added to the costs of acquisition and construction addressed in Article 3 below. Upon the acquisition of the Facility Sites by a Participant, each Participant shall take all actions necessary to transfer ownership of the Facility Sites to the Cannel Clay Municipal Building Corporation, Inc., an Indiana non-profit corporation (the `Building Corporation") previously formed for the purposes of leasing real property and improvements to the Township pursuant to the provisions of I.C. 36-1-10 et seq., all as recommended by the Joint Board. The Facility Sites to be transferred to the Building Corporation are listed in Exhibit"B" attached hereto and incorporated herein (the "Transferred Sites"). The proper officers of the Participants are hereby authorized, empowered and directed to take all action necessary to transfer the Transferred Sites to the Building Corporation. Section 2.2. Building Corporation Members; Construction, Acquisition and Lease of Facilities and Equipment. The Board of Directors of the Building Corporation shall consist of three (3) members, with one member selected by the executive of the City, one selected by the executive of the Township and one selected by the legislative body of the Township. Subject to the provisions of I.0 36-1-10 et seq., the Building Corporation shall undertake and shall be responsible for all aspects of the construction and acquisition of the Facilities and Equipment at its sole discretion, including the hiring of all professionals, site acquisition, design, bidding, contracting and supervision of construction. The Building Corporation may designate one or more members of the Joint Board to serve as their designated representative for such purposes. The Township agrees to cooperate promptly and in good faith with the City to address any reasonable concerns brought to the attention of the Township by members of the Joint Board. 4 Sponsors: Carter and Kimball Financing of all aspects of acquisition and construction of the Facilities and Equipment shall be handled in accordance with Article III below. Upon completion of construction of the Facilities or acquisition of the Equipment, the Building Corporation shall lease the Facilities and Equipment to the Township pursuant to the provisions of I.C. 36-1-10 et seq., and the Township shall, in turn, sublease the Facilities and Equipment to the City (without additional cost to the City) for the purposes of day-to-day use and operation, unless otherwise agreed by the Participants. All lease purchase payments payable to the Building Corporation shall be the sole responsibility of the Township through the proceeds of the uniform tax rate provided for in Section 3.1 below. Section 2.3. Sublease and Maintenance. The costs and respective responsibilities of the Participants relating to maintenance and day-to-day use and operation of the Facilities and Equipment shall be as set forth in a Sublease and Management Agreement (the "Sublease") by and between the Township as sublessor and the City as sublessee. Unless otherwise provided in the Sublease, the City shall be responsible for all costs of maintenance, upkeep and repair of the Facilities and Equipment. The proper officers of the Participants are hereby authorized, empowered and directed to take all action necessary to enter into the Sublease. Section 2.4. Improvements. In the event a Participant believes it is necessary or advisable to incur costs for additional capital improvements for the Facilities or Equipment, the question of the necessity thereof shall be referred to the Joint Board which shall make appropriate recommendations related thereto to the Participants. If capital improvements are found to be necessary or advisable, the Joint Board shall submit to the Participants a plan for the financing and construction thereof. Any recommendations for the incurrence of debt to finance such capital improvements shall be subject to the approval of the legislative body and executive of the Participant providing such financing (and to the extent provided jointly, to both), and the same shall be provided for by amendment to this Agreement, through inclusion in the Sublease or through the adoption of appropriate substantially identical resolutions by the Participants. Unless otherwise provided, all such improvements shall be owned in the same manner as the Facilities and Equipment. Section 2.5. Ownership and Control of Separate Assets. The Participants hereby agree that the separately owned equipment, rolling stock, real property and improvements, leasehold interests and other tangible and intangible assets currently owned or utilized by either Participant for fire protection, emergency response or other public use shall remain the separate property of each Participant, unless specifically agreed in writing by the Participants. Section 2.6. Disposition Upon Completion of Lease. Upon completion of all scheduled lease rental payments to the Building Corporation, title to the Facilities and Equipment shall vest in the Township as lessee pursuant to the provisions of I.C. § 36-1-10-9. Upon receipt of title to the Facilities and Equipment, the Township shall take all action necessary to transfer title to the Facilities and Equipment and all improvements thereto to the City without the exchange of further consideration between the Participants. 5 Sponsors: Carter and Kimball Section 2.7. Disposition Upon Dissolution of the Township. In the event the Township is legally dissolved or merged into the City pursuant to the provisions of I.C. 36-1.5 et seq. or otherwise, the City shall automatically assume the obligations of the Township under any lease of the Facilities and Equipment with the Building Corporation, and in all ways shall assume the rights and responsibilities of the Township under this Agreement, including the imposition and utilization of the uniform tax rate throughout the Township as provided in Section 3.1 below. Section 2.8. Disposition Outside of Completion of Lease or Dissolution of Township. In the event of the termination of this Agreement, or in the event any property or material asset covered by this Agreement is to be disposed of without termination of this Agreement (other than as provided in Sections 2.7 or 2.8 above), the Joint Board shall prepare a plan for the distribution and/or disposal of such assets or properties and any liabilities related thereto. The distribution plan (or in the event of a proposed termination, a termination plan) shall be adopted by majority vote of the Joint Board, and once approved, shall be submitted for approval to the legislative body of each of the Participants. Any plan approved by the Joint Board and the legislative body of each Participant shall be carried out by the Joint Board and the proper officers of the Participants as designated in the plan. In the event a recommendation for distribution and disposal of the Facilities and Equipment and all other assets or properties and liabilities related thereto is not approved by the Joint Board and each legislative body within ninety (90) days of the adoption of a resolution or ordinance to terminate this Agreement, any party may submit a request to the Department of Local Government Finance (or its successor) for the purpose of preparing an equitable plan for distribution and disposal of all assets and liabilities covered by this Agreement, which plan shall be binding on the parties hereto. All dispositions of property or assets covered by this Agreement shall be in accordance with the laws applicable to governmental entities of the State of Indiana. Section 2.9. Tax Exempt Debt. Any disposition or distribution of any of Facilities or Equipment shall take into consideration the proper and prudent treatment of any tax exempt fmancing or indebtedness that is then-outstanding related to the Facilities and Equipment distributed or disposed of. ARTICLE III Taxing and Finance Matters Section 3.1. Uniform Tax Rate. The Participants hereby agree to the establishment and imposition by the Township of a uniform tax rate upon all of the taxable property throughout the Township for the purpose of funding all lease purchase payments to the Building Corporation for the acquisition of the Facility Sites, the design and construction of the Facilities and the acquisition of the Equipment, and all costs, fees and expenses related in any way thereto or to the creation and retirement of indebtedness therefore, including all costs of issuance of the foregoing indebtedness, and fmd that the same is in the best interests of the citizens of the City and the Township. By adopting this Agreement, the City hereby consents to, approves and ratifies the imposition by the Township of a uniform tax rate upon all property throughout the Township, 6 Sponsors: Carter and Kimball including all areas in the jurisdiction of the City, to finance the acquisition, design and construction of the Facility Sites, the Facilities and Equipment and the costs of issuance related thereto as provided herein. Section 3.2. Additional Action. The City agrees to take any additional action that is lawful and necessary in order to approve or assent to the imposition of the foregoing uniform tax rate and specifically agrees to the submittal of this Agreement to the State Board of Tax Commissioners and the Department of Local Government Finance as evidence of the City's approval and assent to a uniform tax rate throughout the City and the Township for the purposes set forth in this Agreement. ARTICLE IV Duration, Amendment,Withdrawal and Termination Section 4.1. Duration. This Agreement shall continue as the binding agreement of the Participants until modified or terminated in accordance with the terms and provisions set forth below. Section 4.2. Amendment. The Participants may, from time to time, alter, change or amend the terms and conditions of this Agreement by an amendment in writing making specific reference to the document as an amendment to this Agreement, approved and executed by each of the Participants in the same manner as this Agreement. Any amendment or modification of this Agreement shall take effect immediately upon the approval of the last of the Participants to approve such amendment or modification, and its recording as provided by law, or at such other time as is specifically designated in the amendment or modification. Section 4.3. Termination. This Agreement may only be terminated pursuant to an ordinance of the City or a resolution of the Township Board directing that the Agreement be terminated and that the Joint Board be disbanded. Such ordinance or resolution must be finally adopted and transmitted to the Joint Board and the non-terminating party on or prior to June 1st of any year proceeding the effective date of the termination. Prior to the adoption of an ordinance or resolution of termination, any Participant intending to terminate this Agreement shall be required to give at least sixty(60) days' written notice forwarded by certified mail to the executive and president of the legislative body of the other Participant of its intent to consider an ordinance or resolution of termination, and the time, date and place of the meeting at which such ordinance or resolution will be considered. Any ordinance or resolution adopted pursuant to this Section prior to June 1 shall be effective as of the January 1 immediately following, unless a later effective date is set forth therein. Unless waived by a majority vote of each Participant's legislative body, ordinances or resolutions adopted without following the deadline or notice provisions contained in this Section shall be invalid and of no effect. In the event of termination of this Agreement, the provisions of Section 2.7 above relating to the disposition of assets shall apply, along with any other laws applicable to such termination. Termination of this Agreement shall not in any way affect any indebtedness entered into pursuant to Article III of this 7 Sponsors: Carter and Kimball Agreement and the tax rates and levies to repay such indebtedness shall remain in place until all such indebtedness is repaid in full. ARTICLE V Miscellaneous Section 5.1. Subject to Applicable Law. This Agreement, and the respective rights and responsibilities of the Participants and the Joint Board shall be subject to the laws binding upon this Agreement and/or the delivery of fire protection, emergency response and other public services. The respective rights and responsibilities of the Participants shall be supplemented by any such applicable laws, but the parties agree that, to the greatest extent possible, the terms of this Agreement represent the parties' respective interests and intentions and shall be given their full force and effect. The laws of the State of Indiana shall govern the interpretation, validity, and performance of this Agreement. Section 5.2. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement and the validity and enforceability of the remaining provisions of the Agreement shall not be affected thereby. Section 5.3. Approval and Effective Date. This Agreement shall be approved upon the adoption by the legislative body of each Participant of an appropriate ordinance or resolution approving and ratifying this Agreement and upon the approval and execution by the executive of each Participant. After approval and execution by the appropriate officers of each Participant this Agreement shall be recorded with the Hamilton County Recorder, and the date of recordation shall be the effective date of this Agreement. Within sixty(60) days of the effective date, this Agreement shall be recorded with the Indiana State Board of Accounts for audit purposes pursuant to I.C. 36-1-7-6. Section 5.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in several counterparts in their respective Participant's name by the duly authorized signatories below. [The remainder of this page intentionally left blank] 8 [Signature page to Interlocal Agreement for Public Facilities Financing,Purchase Construction and Maintenance by Clay Township of Hamilton County,Indiana] CLAY TOWNSHIP OF HAMILTON COUNTY,INDIANA By: Douglas Callahan,Township Trustee ADOPTED and APPROVED BY: Resolution of the Clay Township Board adopted on , 2019. By: By: Matthew J. Snyder,President Paul Hensel, Secretary Clay Township Board Clay Township Board By: Mary Eckard, Member Clay Township Board STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State,this day of 2019,personally appeared the above-signed Township Trustee,President, Secretary and Member of the Township Board of Clay Township of Hamilton County, Indiana, who acknowledged that the foregoing statements are true. Notary Public Printed Name My Commission Expires: My County of Residence: 9 [Signature page to Interlocal Cooperation Agreement for Public Facilities Financing,Purchase, Construction and Maintenance by the City of Cannel,Indiana] �/ ORDAI and ordered by the Common,council of the City o Cannel, Indiana, this (%f0 say of Gf.!'L-Q , 2019,by a vote of ayes and U nays. CO N COUNCIL FOR THE OF C L Jeff , Pre ident S Fi e C aura D bell, Vi z i t ny G e Kevin D. Rider . Bruce Kimball onald E. Carter A S Zi C •stine S. Pauley, Cl rk-Treasurer r 4� Presen y me to a Mayor of the City of C. •• - di. a this day o (µme , 2019, at .M. / Christine S. Pau , Clerk-Treasur Approved by me, the Mayor of the City of Cannel, Indiana,this l / day of U k e, , 2019, at .3 j' 19 .M. /-- --------:--, t amen Brainard, Mayor ES hri • e S. Pau y, Clerk-Treasurer This document prepared by: Brian C. Bosma, Kroger Gardis &Regas, 111 Monument Circle, Suite 900, Indianapolis, Indiana 46204 (317)692-9000. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security Number in this document,unless required by law. Brian C. Bosma 10 EXHIBIT "A" Facilities • Fire Station Administration Building, Carmel Fire Department Museum and Survive Alive facility to be located at 210 Veteran's Way, Cannel, Indiana • Renovation and reconstruction of Fire Station No. 41 located at 2 Civic Square,Cannel, Indiana • Renovation and improvements to Fire Station No. 42 located at 3610 West 106th Street, Cannel, Indiana • Renovation and improvements to Fire Station No. 43 located at 3242 East 106th Street, Cannel, Indiana • Renovation and improvements to Fire Station No.44 located at 5032 East Main Street, Cannel, Indiana • Renovation and improvements to Fire Station No. 46 located at 540 West 136th Street, Cannel, Indiana • Public Safety Fiber Optic Ring located throughout the Township Equipment • Cannel Fire Department Ladder Truck EXHIBIT"B" Sites to be Transferred to Building Corporation • Headquarters to be located at 210 Veteran's Way, Cannel, Indiana(Owned by City of Cannel Redevelopment Commission) • Fire Station No. 41 located at 2 Civic Square, Cannel, Indiana(Owned by City of Cannel, Indiana) • Fire Station No. 42 located at 3610 West 106th Street, Cannel, Indiana(Owned by City of Cannel, Indiana and Clay Township Of Hamilton County, Indiana, As Joint Tenants) • Fire Station No. 46 located at 540 West 136th Street,Carmel, Indiana(Owned by City of Cannel, Indiana and Clay Township Of Hamilton County, Indiana, As Joint Tenants)