HomeMy WebLinkAboutAgreement to Make Payments in Lieu of Taxes AGREEMENT TO MAKE PAYMENTS
IN LIEU OF TAXES
This Agreement to Make Payments in Lieu of Taxes(the"Agreement'),entered into this31s{
day of Au5o44 ,2004,by and between the City of Carmel Redevelopment Commission ("CRC')
and Clarian. Health Partners, Inc. ("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, during the Bond Period, the TIF Bonds would be payable from the tax
increment revenue that will be generated by the completed Project;
WHEREAS,as a condition of issuing the TIF Bonds,CRC has required that Clarian make,
and Clarian has agreed to make,certain commitments with respect to the payment of real estate taxes, or
payments in lieu of real estate taxes,during the Payment Period; and
WHEREAS,CRC and Clarian desire to execute this Agreement;
Agreement
NOW,THEREFORE,for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, CRC and Clarian agree as follows:
1. Alternate Payments. If, for any reason during the Payment Period, the Property becomes
Tax-Exempt,then,until the first to occur of:(a)the Property ceasing to be Tax-Exempt;or(b)the expiration
of the Payment Period; Clarian shall make Alternate Payments. If Clarian is obligated to make Alternate
Payments, then Clarian shall make the Altemate Payments: (a) in semi-annual installments, which
installments shall be due on the same date on which payments of Real Estate Taxes are due; and (b)to
CRC, until the Termination Date,after which Clarian shall make the Alternate Payments to the City.
2. Payment Amount.
(a) Initial Calculation. Initially,the aggregate annual amount of the Alternate Payments
shall be determined by:(i)multiplying:(A)the Assessed Value immediately prior to the date
on which the Property became Tax-Exempt; by(B)the Applicable Rate immediately prior
to the date on which the Property became Tax-Exempt; and (ii) deducting the Annual
Payment from such product; provided that, if, at the time that Clarian becomes obligated
to make Alternate Payments: (i) the Bond Period has not expired; and (ii) Clarian has
breached or violated the terms and conditions of the Agreement Regarding Appeals;then,
for purposes of determining the amount of the initial Alternate Payments, the Assessed
Value shall be deemed to be at least$135,000,000.00.
(b) Reassessment.
(I) If Clarian is obligated to make Alternate Payments,then,each time
during the Payment Period that there is a general reassessment of
property for the purpose of determining Real Estate Taxes,either CRC or
Clarian may request a reassessment of the Property, after which
reassessment, the amount of the annual Alternate Payments shall be
recalculated to reflect the new Assessed Value;provided that, in all such
cases,the recalculation of the amount of the annual Alternate Payments
shall be subject to the terms and conditions of Subsubsection 2(b)(ii).
(ii) If: (A) either party requests a reassessment of the Property
pursuant to this Subsection; and (B) the assessor performs such a
reassessment; then, absent manifest error and subject to the terms and
conditions of this Subsubsection, the value determined by the assessor
shall be the Assessed Value for purposes of calculating the amount of the
Alternate Payments. If the assessor either cannot or will not perform such
a reassessment, then: (A) each of CRC and Clarian shall appoint one:
(1) qualified, independent certified public accountant; or (2) qualified,
licensed attorney; (B)the two appointed professionals jointly shall appoint
a third: (1) qualified, independent certified public accountant; or
(2) qualified, licensed attorney; and (C) the three professionals shall
determine the Assessed Value, which determination, absent manifest
error,shall be binding upon CRC and Clarian. In all cases that are subject
to the terms and conditions of this Subsection: (A) the Assessed Value
shall be determined as if the Property were Fully Assessed; and (B) if,
during the Bond Period,Clarian takes any director indirectsteps or actions
(including,without limitation,contacting or influencing the assessors or the
three professionals)that causes theirdetermination of the Assessed Value
to be less than $135,000,000.00, then, for purposes of determining the
amount of the Alternate Payments, the Assessed Value shall be deemed
to be at least$135,000,000.00.
(c) Applicable Rate. If Clarian is obligated to make Alternate Payments,then, each
time during the Payment Period that there is a change in the Applicable Rate,the amount
of the annual Alternate Payments payable during the assessment periods to which the new
Applicable Rate applies shall be recalculated to reflect the new Applicable Rate.
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 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 4.05 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 REDS LOPMENT
COMMISS
By
Richard L. arp,Secretary
CLARIAN HEALTH PARTNERS,INC.
By
Printed Norman G. Tabler
Title Senior Vice President