HomeMy WebLinkAboutAgreement Not to Appeal Assessed Value AGREEMENT NOT TO APPEAL
ASSESSED VALUE
This Agreement Not to Appeal Assessed Value(the"Agreement"),entered into this 3/sfday
of Auysf ,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 Development Agreement,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 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 assessed value of the completed
Project and the minimum amount of the real estate taxes to be paid by Clarian; 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. Appeal. Until the Termination Date,Clarian, absent manifest error,shall not challenge or appeal
the Assessed Value to the extent that such challenge or appeal causes the Assessed Value to be less than
$135,000,000.00. In addition,before the Termination Date,Clarian shall not take any direct or indirect steps
or actions (including, without limitation, contacting or influencing Taxing Authorities) that causes the
Assessed Value to be less than $135,000,000.00.
2. Supplemental Payments. If Clarian:(i)breaches or violates the terms and conditions of Section 1;
and (ii) as a result of such breach or violation, the Assessed Value is or becomes less than
$135,000,000.00; then, in addition to the annual Ad Valorem Taxes being paid by Clarian, Clarian shall
make Supplemental Payments to the City. If Clarian is obligated to make Supplemental Payments, then
Clarian shall make the Supplemental Payments in semi-annual installments,which installments shall be due
on the same date on which payments of Ad Valorem Taxes are due. The obligation to make Supplemental
Payments shall apply regardless of whether Clarian intended for such challenge,appeal,breach,or violation
to reduce the Assessed Value below$135,000,000.00.
3. Payment Amount. The aggregate annual amount of the Supplemental Payments shall be
determined by:(i)deducting the total amount of the annual Ad Valorem Taxes actually paid by Clarian;from
(ii)the amount of the Ad Valorem Taxes that Clarian would be obligated to pay for that year if the Assessed
Value equaled $135,000,000.00.
4. 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 4.04 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 L RED VELOPMENT
COMMISSI
By
Richard L. arp, Secretary
CLARIAN HEALTH PARTNERS, INC.
By
Printed Norman G. Tabler
Title Senior Vice President