HomeMy WebLinkAboutAgreement Not to Remonstrate AGREEMENT NOT TO REMONSTRATE
This Agreement Not to Remonstrate (the "Agreement"), entered into this.3ls4. day of
Ady ,2004, by and between the City of Carmel Redevelopment Commission ("CRC")and
Clarian Health Partners, Inc., a corporation organized under the laws of the State of Indiana ("Clarian"),
Witnesses:
Recitals
WHEREAS,to stimulate and induce economic development in the Area,CRC has agreed
to complete the Infrastructure Improvements, subject to the terms and conditions of the Economic
Development Agreement;
WHEREAS,pursuant to the Economic DevelopmentAgreement,Clarian has committed to
construct the Project on the Real Estate;
WHEREAS, to finance completion of the Infrastructure Improvements,CRC has agreed,
subject to the terms and conditions of the Economic Development Agreement, to issue the TIF Bonds;
WHEREAS,the TIF Bonds would be payable from the Increment;
WHEREAS,as a condition of issuing the TIF Bonds,CRC has required that Clarian make,
and Clarian has agreed to make, certain commitments;and
WHEREAS, CRC and Clarian desire to execute this Agreement to formalize such
commitments;
Agreement
NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, CRC and Clarian agree as follows:
1. No Remonstrances. Clarian agrees that it shall not object to,remonstrate against,or fund and/or
organize any objection to, or remonstrance against,any of the following:
(a) any application or use of any Excess or Savings by CRC,which Excess or Savings
may be applied or used by CRC as CRC determines in its sole and absolute discretion;
provided that CRC shall not apply or use any Excess or Savings to fund Competing
Improvements;
(b) before the Maturity Date,any:(i)change in,or expansion or contraction of,the Area
or the Allocation Area;(ii)consolidation of the Area,the Allocation Area,or any part thereof
with any other economic development area and/or tax increment finance allocation area;
or (iii) division of the Area or the Allocation Area into two or more separate economic
development areas and/or tax increment finance allocation areas;so long as such change,
expansion, contraction, consolidation, or division does not preclude or endanger there
being, or result in there not being,at least$1.1 million of Increment per year for payment
of the TIF Bonds;
(c) before the maturity of the TIF Bonds,any issuance of tax increment revenue bonds
payable from the Excess;
(d) after the maturity of the TIF Bonds,any:(i)change in,or expansion or contraction
of,the Area or the Allocation Area; (ii)consolidation of the Area,the Allocation Area,or any
part thereof with any other economic development area and/or tax increment finance
allocation area;or(iii)division of the Area or the Allocation Area into two or more separate
economic development areas and/or tax increment finance allocation areas;and
(e) after the maturity of the TIF Bonds,any issuance of tax increment revenue bonds
payable from the Increment.
2. Facilities. Clarian shall not knowingly provide use of its facilities to any person,group,or entity in
connection with any objection to, or remonstrance against, any of the matters set forth in Section 1. In
addition,Clarian shall not knowingly take any direct or indirect steps or actions(including,without limitation,
contacting or influencing Taxing Authorities)that adversely affect any such matters.
3. Miscellaneous. All capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in that certain Master Agreement of even date herewith executed by and between CRC and
Clarian(the"Master Agreement"). This Agreement:(a)shall be governed by the laws of the State of Indiana
and the Master Agreement;and(b)may be amended only by a written amendment executed by both CRC
and Clarian. If any term or condition of this Agreement is invalid or unenforceable, then such invalid or
enforceable term or condition shall not affect the application,validity,or enforceabilty of any other term or
condition. This Agreement may be executed in several counterparts,each of which shall be an original,but
all of which shall constitute but one and the same agreement. At the request of either party,accompanied
by execution copies, the other party shall execute and deliver an original of this Agreement, or a
memorandum of this Agreement,for recording. This Agreement,when coupled with the Master Agreement,
satisfies the requirement set forth in, and supersedes in its entirety, Section 4.07 of the Economic
Development Agreement.
IN WITNESS WHEREOF,CRC and Clarian have executed this Agreement as of the date
set forth above.
CITY OF CA EL RE VELOPMENT
COMMISS
By
Richard L. am,Secretary
CLARIAN HEALTH PARTNERS,INC.
By
Printed Norman G. Tabler
Title Senior Vice President