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HomeMy WebLinkAboutResolution 2020-08 (City Center subordinate bond) RESOLUTION NO. 2020-08 A RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION PLEDGING CERTAIN TAX INCREMENT REVENUES AND PAYMENTS IN ADDITION TO TAXES TO THE PAYMENT OF CERTAIN ECONOMIC DEVELOPMENT REVENUE BONDS OF THE CITY OF CARMEL , of the City of Carmel, , has previously created the Carmel Downtown Economic Development Area, has designated a portion of such area as the Carmel Downtown Allocation Area No. 3 Carmel Downtown Allocation Area No. 3 Allocation Area of property taxes under IC 36-7-14-39, and has created the Carmel Downtown Allocation Area No. 3 Carmel Downtown Allocation Area No. 3 to IC 36-7-14-39; and WHEREAS, the Commission has previously created the Carmel Downtown Economic Development Area, has designated a portion of such area as the Pedcor Office 5 Allocation Area Pedcor Office 5 Allocation Area taxes under IC 36-7-14-39, and has created the Pedcor Office 5 Allocation Area Allocation Fund (Pedcor Office 5 Allocation Area -7-14-39; and WHEREAS, the Commission has previously created the City Center Redevelopment Area, purposes of the allocation and distribution of property taxes under IC 36-7-14-39, and has created to IC 36-7-14-39; and WHEREAS, Carmel City Center, LLC, CCC West, LLC and/or any of their respective desires to finance all or a portion of the costs of the design and construction of certain improvements described in Exhibit A hereto (collectively, the , which will be located in or physically connected to the Carmel Downtown Economic Development Area and/or the City Center Redevelopment Area; and WHEREAS, the Common Council of the City of Carmel has approved the issuance of the City of Carmel, Indiana, Taxable Economic Development Revenue Bonds, Series 2020 (City Center Phase II) (with such different or additional series designation determined to be necessary or appropriate), in one or more series and in an aggregate principal amount not to exceed Three Million Five Hundred Eighty-Seven Thousand Dollars ($3,587,000) (the Subordinate , the proceeds of which will be provided to the Company and applied to costs of the Projects; and WHEREAS, as an inducement to the Company to locate the Projects and undertake the related mixed-use commercial and residential development of City Center within the City, the Commission has agreed to pledge a portion of the tax increment revenues generated from the Carmel Downtown Allocation Area No. 3, the Pedcor Office 5 Allocation Area and the Kent Allocation Area No. 3 Allocation Fund, the Pedcor Office 5 Allocation Area Allocation Fund and 2 together with certain payments in addition to taxes which may be received by the Commission, to the payment of the Subordinate Bonds, all subject to the terms, limitations and conditions set forth herein; NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment Commission, as follows: 1. All real property tax proceeds attributable to the assessed valuation within the respective Allocation Areas as of each January 1, in excess of the base assessed value of the respective Allocation Areas, and deposited into the respective Allocation Funds pursuant to IC 36- 7-14-39, as amended (collectively, the derived from received by the Commission pursuant to the terms of the respective agreements identified on Exhibit B hereto, which are between the Commission and one or more related parties to the Company (collectively, the Agreements , shall be set aside and used only as set forth in this Resolution. 2. On each January 15 and July 15, beginning no earlier than July 15, 2020, the aggregate amount of (a) all TIF Revenues and PIATT Payments in excess of (b) the aggregate amount of the Kent Project Increment Projection, the Office Building Project Increment Projection, the Holland Component Increment Projection, the Playfair Component Increment Projection, the Baldwin Component Increment Projection, the Chambers Component Increment Projection, the Wren Component Increment Projection, the Windsor Component Increment Projection and the Hamilton Increment Projections, each as defined and described in the respective PIATT Agreements (such excess, collectively, , shall be immediately set aside and transferred by the Commission to the trustee for the Subordinate Bonds , on behalf of the City, for deposit into the funds and accounts and application in accordance with the trust indenture for any series of Subordinate Bonds ; subject, however, to the the Pledged Revenues to the Trustee, on behalf of the City, for payment of the Subordinate Bonds is junior and subordinate in all respects to, and shall only be of all TIF Revenues and/or PIATT Payments to make semi-annual principal and interest payments on t currently outstanding in the aggregate principal amount of $18,830,000, and (b) if an Event of Default (as defined in any PIATT Agreement) or an Event of Default (as defined in the hereinafter defined Project Agreement) with respect to the Minimum Subordinate Bond-Funded Public Elements, as defined in the Project Agreement, shall have occurred and is continuing or an event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any of the respective PIATT Agreements or under the Project Agreement with respect to the Minimum Subordinate Bond-Funded Public Elements, no Pledged Revenues shall be transferred to the Trustee and paid to the owners of the Subordinate Bonds unless and until such event of default or potential event of default shall have been cured. Project Agreement ed and Restated Project Agreement (Second Component/Park East Garage/Hamilton Element/Second Component Public Improvements), dated August 4, 2016, as amended by that certain First EXHIBIT A DESCRIPTION OF THE PROJECTS All or any portion of the design and construction of infrastructure and site improvements, including, without limitation, construction of public restrooms, construction of the so-called Carmel Steps, construction of various roads, sidewalks and/or streetscape developments, construction of a stoa near Veteran installation of brick inside Motorcourt, in or directly serving the Carmel Downtown Allocation Area No. 3 and the Pedcor Office 5 Allocation Area within the Carmel Downtown Economic Development Area and the Kent Allocation Area within the City Center Redevelopment Area, all of which will support the development of the mixed-use commercial and residential development of City Center. DMS 15899515.3 EXHIBIT B AGREEMENTS FOR PAYMENTS IN ADDITION TO TAXES 1. Amended and Restated Agreement for Payments in Addition to Taxes (Kent Project), dated August 4, 2016, between the City of Carmel Redevelopment Commission and CCC Kent, LLC 2. Amended and Restated Agreement for Payments in Addition to Taxes (Office Building), dated August 4, 2016, between the City of Carmel Redevelopment Commission and Pedcor Office, LLC 3. Amended and Restated Agreement for Payments in Addition to Taxes (Holland Component), dated August 4, 2016, between the City of Carmel Redevelopment Commission and CCC West, LLC. 4. Amended and Restated Agreement for Payments in Addition to Taxes (Playfair Component), dated August 4, 2016, between the City of Carmel Redevelopment Commission and CCC West, LLC. 5. Amended and Restated Agreement for Payments in Addition to Taxes (Baldwin Component and Chambers Component), dated July 27, 2016, between the City of Carmel Redevelopment Commission and CCC Phase II, LLC. 6. Amended and Restated Agreement for Payments in Addition to Taxes (Wren Component), dated August 4, 2016, as amended and/or clarified by that certain Amending Agreement, dated August 4, 2016, as further amended by the First Amendment to Amended and Restated Agreement for Payments in Addition to Taxes (Wren Component), dated April 3, 2019, each by and between the City of Carmel Redevelopment Commission and CCC Phase II, LLC. 7. Amended and Restated Agreement for Payments in Addition to Taxes (Windsor Component), dated August 4, 2016, as amended and/or clarified by that certain Amending Agreement, dated August 4, 2016, as further amended by the First Amendment to Amended and Restated Agreement for Payments in Addition to Taxes (Windsor Component), dated April 3, 2019, each by and between the City of Carmel Redevelopment Commission and CCC West, LLC. 8. Amended and Restated Agreement for Payments in Addition to Taxes (Hamilton Element)(Previously Second Component), dated August 4, 2016, among the City of Carmel Redevelopment Commission, CCC West, LLC and CCC Phase II, LLC.