HomeMy WebLinkAboutD-1830-06 Gramercy TIF & Commitments
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Sponsors: Councilors Carter and Sharp
ORDINANCE D-1830-06
AN ORDINANCE OF THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, AUTHORIZING THE
ISSUANCE OF THE CITY OF CARMEL, INDIANA TAXABLE
ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES
2006 B (GRAMERCY DEVELOPMENT PARTNERS, LLC
PROJECT), AND THE LENDING OF THE PROCEEDS
THEREOF TO GRAMERCY DEVELOPMENT PARTNERS,
LLC, AND AUTHORIZING AND APPROVING OTHER
ACTIONS IN RESPECT THERETO
WHEREAS, the City of Carmel, Indiana (the "City"), is a municipal corporation and
political subdivision of the State of Indiana and by virtue of I.C. 36-7-11.9 and I.C. 36-7-12
(collectively, the "Act"), is authorized and empowered to adopt this ordinance (this "Bond
Ordinance") arid to carry out its provisions;
WHEREAS, Gramercy Development Partners, LLC (the "Borrower"), desires to finance
the design and construction of certain public improvements described in Exhibit A hereto which
are in or directly serving and benefiting the Gramercy Economic Development Area
(collectively, the "Projects");
WHEREAS, the Borrower will complete the Projects for use in connection with its mixed
use development in or directly serving and benefiting the Gramercy Allocation Area (the
"Facilities");
WHEREAS, the Borrower has advised the City of Carmel Economic Development
Commission (the "Commission") and the City that it proposes that the City issue its Taxable
Economic Development Revenue Bonds, Series 2006 B (Gramercy Development Partners, LLC
Project) in. an amount not to exceed Twenty Million Dollars ($20,000,000) (the "Bonds"), under
the Act and loan the proceeds of such Bonds to the Borrower for the purpose of financing the
Proj ects;
WHEREAS, the completion of the Projects results in the diversification of industry, the
creation of approximately six hundred six (606) jobs and the creation of business opportunities in
the City;
WHEREAS, pursuant to I.c. 9 36-7-12-24, the Commission published notice of a public
hearing (the "Public Hearing") on the proposed issuance of the Bonds to finance the Projects;
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WHEREAS, on the date specified in the notice of the Public Hearing, the Commission
held the Public Hearing on the Projects; and
WHEREAS, tbe Commission bas performed all actions required of it by the Act
preliminary to tbe adoption of tbis Bond Ordinance and bas approved and forwarded to tbe
Common Council the forms of: (l) a Loan Agreement between the City and tbe Borrower
(including a form of Note) (the "Loan Agreement"); (2) a Trust Indenture between the City a
trustee to be selected by the Clerk-Treasurer of the City (the "Trustee") (the "Indenture"); (3) the
Bonds; and (4) this Bond Ordinance (the Loan Agreement, the Indenture, the Bonds, and this
Bond Ordinance, collectively, the "Financing Agreements");
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE
CITY OF CARMEL, INDIANA, THAT:
Section I. Findings: Public Benefits. The Common Council hereby finds and
determines that the Projects involve the acquisition, construction and equipping of an
"economic development facility" as that phrase is used in the Act; that the Projects will
increase employment opportunities and increase diversification of economic development
in the City, will improve and promote the economic stability, development and welfare in
the City, will encourage and promote the expansion of industry, trade and commerce in
the City and the location of other new industries in the City; that the public benefits to be
accomplished by this Bond Ordinance, in tending to overcome insufficient employment
opportunities and insufficient diversification of industry, are greater than the cost of
public services (as that phrase is used in the Act) which will be required by the Project;
and, therefore, that the financing of the Projects by the issue of the Bonds under the Act:
(i) will be of benefit to the health and general welfare of the City; and (ii) complies with
the Act.
Section 2. Approval of Financing. The proposed financing of the Projects by
the issuance ofthe Bonds under the Act, in the form that such financing was approved by
the City of Carmel Economic Development Commission, is hereby approved.
Section 3. Authorization of the Bonds. The issuance of the Bonds, payable
solely from revenues and receipts derived from the Financing Agreements, is hereby
authorized.
Section 4. Terms of the Bonds. (a) The Bonds, in the aggregate principal
amount not to exceed Twenty Million Dollars ($20,000,000), shall (i) be executed at or
prior to the closing date by the manual or facsimile signatures of the Mayor and the
Clerk-Treasurer of the City; (ii) be dated as of the date of their delivery; (iii) mature on a
date not later than twenty (20) years after the first interest payment date on the Bonds;
(iv) bear interest at such rates as determined with the purchaser thereof (the "Purchaser");
(v) be issuable in such denominations as set forth in the Financing Agreements; (vi) be
issuable only in fully registered form; (vii) be subject to registration on the bond register
as provided in the Indenture; (viii) be payable in lawful money of the United States of
America; (ix) be payable at an office of the Trustee as provided in the Indenture; (x) be
subject to optional redemption prior to maturity and subject to redemption as otherwise
provided in the Financing Agreements; (xi) be issued in one or more series; and (xii)
contain such other terms and provisions as may be provided in the Financing
Agreements.
(b) The Bonds and the interest thereon do not and shall never constitute an
indebtedness of, or a charge against the general credit or taxing power of, the City, but
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shall be special and limited obligations of the City, payable solely from revenues and
other amounts derived from the Financing Agreements. Forms of the Financing
Agreements are before this meeting and are by this reference incorporated in this Bond
Ordinance, and the Clerk-Treasurer of the City is hereby directed, in the name and on
behalf of the City, to insert them into the minutes of the Common Council and to keep
them on file.
Section 5. Sale of the Bonds. The Mayor and the Clerk-Treasurer of the City
are hereby authorized and directed, in the name and on behalf of the City, to sell the
Bonds to the Purchaser at such prices as are determined on the date of sale and approved
by the Mayor and the Clerk-Treasurer of the City.
Section 6. Execution and Delivery of Financing Agreements. The Mayor and
the Clerk-Treasurer of the City are hereby authorized and directed, in the name and on
behalf of the City, to execute or endorse and deliver the Loan Agreement, the Note from
the Borrower to the City, the Indenture, and the Bonds, submitted to the Common
Council, which are hereby approved in all respects.
Section 7. Changes in Financing Agreements. The Mayor and the Clerk-
Treasurer of the City are hereby authorized, in the name and on behalf of the City,
without further approval of the Common Councilor the Commission, to approve such
changes in the Financing Agreements as may be permitted by Act, such approval to be
conclusively evidenced by their execution thereof.
Section 8. General. The Mayor and the Clerk-Treasurer of the City, and each
of them, are hereby authorized and directed, in the name and on behalf of the City, to
execute or endorse any and all agreements, documents and instruments, perform any and
all acts, approve any and all matters, and do any and all other things deemed by them, or
either of them, to be necessary or desirable in order to carry out and comply with the
intent, conditions and purposes of this Bond Ordinance (including the preambles hereto
and the documents mentioned herein), the Projects, the issuance and sale of the Bonds,
and the securing of the Bonds under the Financing Agreements, and any such execution,
endorsement, performance or doing of other things heretofore effected be, and hereby is,
ratified and approved.
Section 9. Binding Effect. The provisions of this Bond Ordinance and the
Financing Agreements shall constitute a binding contract between the City and the
holders of the Bonds, and after issuance of the Bonds this Bond Ordinance shall not be
repealed or amended in any respect which would adversely affect the rights of the holders
of the Bonds as long as the Bonds or interest thereon remains unpaid.
Section 10. Repeal. All ordinances or parts of ordinances in conflict herewith
are hereby repealed.
Section II. Effective Date. This Bond Ordinance shall be in full force and
effect immediately upon adoption and compliance with r.c. S 36-4-6-14.
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Section 12. Copies of Financing Agreements on File. Two copies of the
Financing Agreements incorporated into this Bond Ordinance were duly filed in the
office of the Clerk-Treasurer of the City, and are available for public inspection in
accordance with I.C. !l 36-1-5-4.
PASSED by the Common Council
~~. ,2006, by a vote of S
of the City of Carmel, this ll.o ~day of
ayes and ~ nays.
COMMON COUNpL FOR THE CITY OF CARMEL, INDIANA
W~
----
.--/
Kev' y
residing Officer
Richard L. harp, P sident Pro Tempore
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Brian D. Mayo
t1k-..... 9-
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o Pf'tlS e;\~
Fredrick J. Glaser
OPPoSeD
Mark Rattermann
ATTEST:
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Diana L. Cordray, lAMC, Cler reasurer
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Presented by me to the Mayor of the City of Carmel this llo~ay of ()~
~M .
, 2006, at 7: St>
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ATTEST:
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Diana L Cordray, IAMC, C
the City of Carmel, Indiana
Prepared by: Bruce D. Donaldson
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
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EXHIBIT A
Elil!ible Proiects to be Funded
The design and/or construction of the following in or directly serving and benefiting the
Gramercy Economic Development Area:
I. Demolition and earthwork.
2. Sanitary and storm sewers.
3. Underground detention.
4. Interior street improvements, including street surfaces, curbs, sidewalks and
paths, lighting, street signs, trees, and tree grates.
5. Exterior street improvements to 126th Street, East Auman Drive and Keystone
A venue.
6. Parks and plazas.
7. Public parking garage.
8. Water lines and hydrants.
9. Erosion control.
INDSOl BDD 819354\'2
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NOTE:
The Loan Agreement and the Trust
Indenture documents referenced in
Ordinance D-1830-06 are available
for review in the Clerk-Treasurer's
office. Please call 571-2414.
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Cross References: 200400054329,200600032874, and 200600050623
COMMITMENTS CONCERNING THE USE
AND DEVELOPMENT OF REAL ESTATE
Mohawk Associates, LLC an Indiana limited liability company, and Gramercy
Development Partners, LLC an Indiana limited liability company, (hereafter collectively referred
to as, "Buckingham"), the owners of the real estate located in Carmel, Hamilton County, Indiana,
which is described on Exhibit A attached hereto and made a part hereof ("Real Estate"), make the
following commitments (the "Commitments") concerning the use and development of the Real
Estate as Gramercy (the "Development") to the City of Carmel Common Council (the
"Council"). .
Section 1. Cross Reference. These Commitments are made in connection with approvals
obtained under Ordinance No. 2-493-06, the Gramercy Planned Unit Development Ordinance,
approved by the Council on August 21, 2006 (the "Gramercy PUD"), commitments recorded
with the Hamilton County, Indiana Recorder on August 28, 2006 as Instrument No. 2006-
00050623 (the "Gramercy Rezone Commitments") and, Resolution No. CC-09-18-06-02 and
Ordinance No. 0-1830-06 (the "Gramercy Economic District") approved by the Council on
September 18, 2006 and~bv-r llo ,2006 respectively.
Section 2.
reference:
Exhibit. The following exhibit is attached hereto and incorporated herein by
Exhibit "A". Attached hereto and incorporated herein by reference as Exhibit "A" is the
legal description of the Real Estate.
Section 3. Definitions. Different words and terms are defined throughout these
Commitments and the de[mitions below shall apply throughout these Commitments. Further,
other capitalized terms herein are defined in the Gramercy Ordinance and Gramercy Rezone
Commitments:
1. Owner. The term "Owner" shall mean and refer to Buckingham and its successors and
assigns.
2. StOry or Stories. The term "Story" or "Stories" shall mean and refer to that part of
any Building comprised between the level of one finished floor and the level of the
next higher finished floor or, if there is no higher finished floor, that part of the
Building comprised between the level of the highest finished floor and the top of the
roof beams.
3. Final Development. The term "Final Development" shall mean and refer to the final
ADLS approval for the last section of the Gramercy District so that (i) all the Real
Estate within the Gramercy District has undergone ADLS approval and (ii)
;
,
20060006272~
Filed for Record in
HAMILTON COUNTY, INDIANA
JENNIFER J HAYDEN
10-18-2006 At 12:13 PM.
MISe 28.00
Page 1 of6
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construction of the improvements associated with the final ADLS approval for the
last section of the Gramercy District has been completed.
4. Landmark Clock Tower. The term "Landmark Clock Tower" shall mean and refer to
the tower described in subparagraph (iii) of the Introduction to the Gramercy Design
and Development Standards that is attached as Exhibit "G" to the Gramercy PUD.
Section 4. Commitments. The Owner agrees and conunits to the following:
1. That the maximum Building Height in the Core Transitional Area, as the same is
defmed pursuant to Section 4.3 (C) of the Gramercy PUD, shall be the greater of
either four (4) Stories or fifty (50) feet.
2. That the maximum Building Height in the Core Area, as the same is defined pursuant
to Section 4.3 (0) of the Gramercy PUD, shall be the greater of either five (5) Stories
or sixty (60) feet.
3. Notwithstanding anything in these Commitments to the contrary, the Landmark Clock
Tower may be constructed to the maximum height permitted under the Gramercy
PUD.
4. That a rmmmum total of fifty (50) single family detached residences shall be
constructed upon the Real Estate prior to or as part of the Final Development of the
Real Estate.
5. Notwithstanding the requirements of Section 1.2 of the Gramercy Design and
Development Standards, which is attached to the Gramercy PUD as "Exhibit G",
which requires that a minimum of ten percent (10%) of the acreage within the District
as a whole shall be provided as Open Space, the Owner shall cause a minimum of
twelve percent (12%) of the acreage within the Gramercy District to be provided as
Open Space prior to or as part of the Final Development of the Real Estate, and that
the linear park that is described in Section 4, paragraph 9 of the Grarnercy Rezone
Conunitrnents shall qualify as Open Space for purposes of this Cormnitrnent.
6. That the two (2) acre minimum park referenced in Section 1.2 of the Gramercy
Design and Development Standards that is attached as Exhibit "G" to the Gramercy
PUD shall be located within the Core Area as depicted on the Building Height Map
that is attached as Exhibit "D" to the Gramercy PUD.
7. That the maximum number of residential units to be constructed upon the Real Estate,
excluding the Existing Apartments and Existing Apartment Accessory Uses, shall be
two thousand one hundred (2,100) units.
Section 5. Binding on Successors. These Cormnitments are binding on the Owner of the
Real Estate and each subsequent owner of the Real Estate, and each other person acquiring an
interest in the Real Estate, unless modified or terminated by the Council. These Cormnitrnents
Page 2 of 6
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may be modified or terminated only by a decision of the Council after a public hearing wherein
notice as provided by the rules of the Council has been made. The provisions of this paragraph 5
notwithstanding, these Commitments shall terminate as to any part or parts of the Real Estate
hereafter reclassified (rezoned) from the Gramercy Planned Unit Development District pursuant
to Ordinance No. Z-493-06, to another zoning classification.
Section 6. Effective Date. The Commitments contained herein shall be effective upon the
occurrence of all of the following events:
I. The adoption of an ordinance by the Council assigning the requested Gramercy
Economic District to the Real Estate pursuant to Resolution No.CC-09-18-06-02 and
Ordinance No.D-1830-06;
2. The commencement of the development of the Real Estate in accordance with the
assignment of the requested Gramercy PUD classification pUrsuant to Ordinance NO.Z-
493-06, as evidenced by the issuance of a building permit and improvement location
permit, or their equivalent, for such development.
Section 7. Recordine. The undersigned hereby authorizes the Clerk Treasurer of the City
of Carmel to record these Commitments in the Office of the Recorder of Hamilton County,
Indiana.
Section 8. Enforcement. These Commitments may be enforced by the Council and any
property owner within or immediately adjacent to the Real Estate.
IN WITNESS WHEREOF, the Owner has caused these Commitments to be executed as of the
date written below.
Signatures next page
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Page 3 of 6
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Mohawk Associates, LLC, an Indiana limited
liability company,
By: Mohawk Manager, LLC, an Indiana limited
liability company, Manager
By: ~.------
Bra~ley B. chambers, Manager
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me the undersigned, a Notary Public in and for said County and State, personally
appeared Bradley B. Chambers, Manager of Mohawk Manager, LLC, an Indiana limited liability
company, Manager of Mohawk Associates, LLC, an Indiana limited liability company and
acknowledged the execution of the foregoing instrument for and on behalf of said limited
liability company.
Witness my hand and Notarial Seal this tlPtlA day of Octvbif ,2006.
~C7;f[~
N Public
Uen h WY- tit waxd'S
Printed Name
~ommission Expires:
{' n I l..ol"Z.-
Residing in \'YIClY"i D\II. County
Page 4 of 6
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Gramercy Development Partners, LLC, an Indiana limited liability
company
By: House Investments - Mohawk Investors I, LLC, an Indiana
limited liability company, Member
By: Buckingham Mohawk, LLC, an Indiana
limited liability company, Managing
Member.
By: ~
Br ley B. Chambers, Manager
AND
By: House Investments - Mohawk Investors II, LLC, an
Indiana limited liability company, Member
By: Buckingham Mohawk, LLC, an Indiana
limited liability company, Managing
Member
By:~
fuJdl~y B.-Chambers, Manager
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me the undersigned, a Notary Public in and for said County and State, personally
appeared Bradley B. Chambers, Manager of Buckingham Mohawk, LLC, an Indiana limited
liability company, Managing Member of House Investments - Mohawk Investors I, LLC, an
Indiana limited liability company, Member of Grarnercy Development Partners, LLC, an Indiana
limited liability company who acknowledged the execution of the foregoing Declaration for and
on behalf of said limited liability company.
Witness my hand and Notarial Seal this \1trh1 day of Oe;Jr7:}.cbf ,2006.
~y~
~PUbliC
ueVl h (+tv Eel vJctvdS
~COmrniSSion Expires:
U.lf1r: III 7A> [L..-
Residing in VY'\ClJri on County
Page 5 of6
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,
c.
Printed Name
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
My Commission Expires:
,JU l'11'" ((I -zDl2-
Residing in ~i D\"\ County
Before me the undersigned, a Notary Public in and for said County and State, personally
appeared Bradley B. Chambers, Manager of Buckingham Mohawk, LLC, an Indiana limited
liability company, Managing Member of House Investments - Mohawk Investors n, LLC, an
Indiana limited liability company, Member of Gramercy Development, LLC, an Indiana limited
liability company who acknowledged the execution of the foregoing Declaration for and on
behalf of said limited liability company.
Witness my hand and Notarial Seal this; \ (p-tn day of DC -ic:bt'v- ,2006.
~^~~
N Pubhc
:IevWl;~Y Et:!V\)Ctv-ds,
Printed Name
Prepared By: James E. Shinaver, Nelson & Frankenberger, 3105 East 98th Street, Suite 170,
Indianapolis, IN 46280. f
I affIrm, under the penalties of peIjury, that I have taken reasonable care to redact each Social
Security number in this document, unless requ~ed by law. James E. Shinaver
Grarnercy Additional Commitments 10-1/5..06 FINAL
Page 6 of 6
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Exhibit "A" -;Legal Description
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Part of the Northwest Quarter and part of the Northeast Quarter of Section 31, Township 18
North, Range 4 East, in Hamilton County, Indiana, more particularly described as follows:
Beginning at the Northwest Comer of the Northeast Quarter of Section 31, Township 18 North,
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Range 4 East; thence South 90 degrees 00 minutes 00 seconds East (assumed bearing) <in and
along the North line of said Northeast Quarter 657.90 feet; thence South 00 degrees 15 minutes
20 seconds East 2657.80 feet to the South line of said Northeast Quarter; thence South 89
degrees 56 minutes 10 seconds West on and along aforesaid South line 660.00 feet to the
. Southwest Comer of said Northeast Quartei; thence South 90 degrees 00 minutes 00 seconds
West on and along the South line of the Northwest Quarter of said Section 31, 660.00 feet;
thence North 00 degrees .12 minutes 35 Seconds West parallel with the East line of said
Northwest Quarter 2081.30 feet to a point which is 577.50 feet South and 00 degrees 12 minutes
35 seconds East of the North line of said Northwest Quarter; thence South 89 degrees 58 minutes
35 seconds East parallel with the North line of said Northwest Quarter 379.50 feet; thence North
00 degrees 12 minutes 35 seconds West parallel with the East line of said Northwest Quarter
577.50 feet to the North line thereof; thence South 89 degrees 58 minutes 35 seconds East on and
along aforesaid North line 280.50 feet to. the Place of Beginning.
ALSO:
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Part of the Northeast Quarter of Section 31, Township 18 North, Range 4 East, in Hamilton
County, Indiana, more particularly described 'as follows:
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Beginning 657.90 feet North 90 degrees 00 : minutes 00 seconds East (assumed bearing) of the
Northwest Comer of the Northwest Comer of the Northeast Quarter of Section 31, Township 18
North, Range 4 East, and on the North liny thereof; thence South 00 degrees 15 minutes 20
seconds East 2657.80 feet to the South line of said Northeast Quarter, distant 660.00 feet
Easterly from the Southwest Comer thereof; thence North 89 degrees 56 minutes 10. seconds
East on and along aforesaid South line 476085 o feet to the West right of way line of State Road
#431; thence on and along aforesaid Wes\ right of way line of said State Road #431 the
following Nine (9) courses; thence North 05 degrees 26 minutes 50 seconds East 157.45 feet;
,
thence North 01 degree 43 minutes 42 seconds East 200.42 feet; thence North 10 degrees 24
minutes 02 seconds East 150.56 feet; thence North 05 degrees 26 minutes 50 seconds East
462.20 feet to the point of Curvature of a curVe to the left with a radius of 19,011.59 feet; thence.
Norther1y_oo "On "1""g ~4,S~feet-threugh-a-eenlT~-angle-of-o4-degrees------.
45 minutes 48 seconds; thence North 38 degtees 59 minutes 10 seconds West 98.58 feet; thence
North 89 degrees 56 minutes 05 seconds West 200.00 feet; thence North 67 deirees 03 minutes
20 seconds West 54.27 feet; thence North 00 degrees 03 minutes 55 seconds East 16.14 feet to
the North line of said Northeast Quarter; th~nce North 90 degrees 00 minutes 00 seconds West
on and along aforesaid North line 353.27 feet to the Place of Beginning.
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ALSO:
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Part of the Northwest Quarter of Section 31, Township 16 North, Range 4 East in Hamilton
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County, Indiana, more particularly described as follows:
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Beginning at a point on the North line of tile Northwest Quarter of Section 31, Township 18
North, Range 4 East, which is 280.50 feet North 89 degrees 58 minutes 35 seconds West
(assumed bearing) of the Northeast Comer 01 said Northwest Quarter; thence South 00 degrees
12 minutes 35 seconds East parallel with theEast line of said Northwest Quarter 577.50 feet;
thence North 89 degrees 58 minutes 35 seconds West parallel with the North line of said
Northwest Quarter 379.50 feet; thence North 00 degrees, 12 minutes 35 seconds West parallel
with the East line of said Northwest Quarter;577.50 feet to the North line thereof; thence South
89 degrees 58 minutes 35 seconds East on and along aforesaid North line 379.50 feet to the Place
of Beginning. I
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