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G-2022-001 Authorizing-Purchase-of-Property(RiverRoadProperty)ExARESOLUTION NO. G 2022 001 RESOLUTION OF THE CARMEL/CLAY BOARD OF PARKS AND RECREATION AUTHORIZING THE PURCHASE OF PROPERTY authorized meeting of the Board held on the date set forth below, such meeting being called pursuant to a notice stating the time, place and purpose of the meeting received by all of the Board Members, and the following Resolutions were made, seconded and adopted by a majority of those present at the meeting, which constituted a legal quorum of the Board. WHEREAS, the Board adopted the 2020-2024 Parks and Recreation Master Plan which provided an action plan with a 5-year strategic implementation of goals and objectives to continue the WHEREAS, among the top priorities for the next five (5) years is expanding the White River Greenway, and embracing and developing the White River Corridor; and WHEREAS, development of additional parkland in the White River Corridor is identified in the 2020-2025 Zone Improvement Plan to address the recreational impact of new residential development; and WHEREAS, the Board is interested in the acquisition of real property that meets the needs of the Carmel Community as identified in the forgoing planning documents; and WHEREAS, Ind. Code 36-1-10.5 et seq.: (the "Act") sets forth the procedures required for political subdivisions and their agencies to purchase specified land or structures; and WHEREAS, the Act requires that the governing body of the political subdivision pass a Resolution of Interest expressing interest in the purchase of specified land or structures and directing the purchasing agent to proceed with the appointment of appraisers under §5(2) of the Act; and WHEREAS, pursuant to Resolution P-2015-001 the Board adopted a Park Acquisition, Development & Disposal Policy (the "Policy") additionally requiring the adoption of Resolutions of Interest (the "Approving Resolutions") by the legislative bodies of the City of Carmel, Indiana (the "City") and Clay Township of Hamilton County, Indiana (the "Township") prior to proceeding with the purchase of property in an amount exceeding $25,000.00; and WHEREAS, the Board amended on September 18, 2010, by motion, the Purchasing Rules Manual (the "Manual") which defines the Fiscal Body as the Common Council of the City of Carmel, Indiana, and the Township Board of Clay Township of Hamilton County, Indiana; and WHEREAS, the Board is interested in expeditiously purchasing the property specified in Exhibit "A" attached hereto (the "Property"); and WHEREAS, the requirements of the Policy to obtain the Approving Resolutions could result in the Board's inability to timely tender an offer to purchase the Property; and WHEREAS, the Board desires to direct and empower the Director of the Carmel/Clay Department of Parks and Recreation (the "Director") and/or the President of the Board (the "President") to immediately select two (2) appraisers meeting the requirements of the Act and to take all other action necessary to expeditiously arrange for and close the purchase of the Property upon compliance with the Act; and WHEREAS, representatives of the Board have contacted the Executives of the City and the Township and the Presidents of their respective legislative bodies and received their consent to the waiver of the Policy for the expedited purchase of the Property. WHEREAS, the 1-acre parcel located at 12085 River Road, Carmel, Indiana has been publicly listed for sale; and WHEREAS, the Board is interested in determining whether it is in the best interest of the Carmel Community to acquire the property identified and depicted in Exhibit "A" (the Property"). NOW, THEREFORE, BE IT RESOLVED BY THE CARMEL/CLAY BOARD OF PARKS AND RECREATION THAT: SECTION 1. The foregoing Recitals are incorporated herein by this reference. SECTION 2. The Board hereby expresses its interest in purchasing the River Road Property and authorizes and directs the President, the Director, and the Board Attorney to take all actions necessary therefore, in compliance with the Act and the Policy, as amended from time to time, including the engagement of legal counsel. SECTION 3. The President, Director, and the Board Attorney are hereby authorized, empowered, and directed to take all actions necessary to tender an Offer to Purchase the River Road Property conditioned on compliance with the Act prior to closing. SECTION 4. The President, Director, and the Board Attorney are hereby further authorized, empowered, and directed to appoint two (2) appraisers meeting the qualifications set forth in §5 of the Act and to return their separate appraisals (the "Appraisals") to the President within thirty (30) days after the date of their appointment and upon their receipt the Appraisals shall be reported back to the Board. SECTION 5. The President and Director are further authorized, empowered, and directed to tender earnest money with the Offer to Purchase in a commercially reasonable amount not to exceed $25,000 from funds readily available to the Board. SECTION 6. The President, Director, and the Board Attorney are hereby further authorized, empowered, and directed to negotiate the terms of the purchase of the River Road Property upon terms and conditions acceptable to the Board's legal counsel and at a price no greater than the average of the Appraisals provided for herein. SECTION 7. The President, Director, and the Board Attorney are hereby further authorized, empowered, and directed upon acceptance of an Offer to Purchase to engage on behalf of the Board such professionals as are required to perform customary due diligence prior to closing the purchase of the River Road Property, including obtaining a title commitment, survey, environmental site assessment and other customary due diligence and to report back to the Board in the event there are any material defects identified, including an extension of the Contract timeframes to allow for completion, receipt and consideration of the due diligence information. SECTION 8. Upon confirmation that due diligence reveals no material defects in the River Road Property, the President or Director is hereby further authorized, empowered, and directed to execute and deliver all documents and items necessary to close the purchase of the River Road Property, including the payment of the purchase price in an amount not greater than the average of the Appraisals. SECTION 9. As required by §5 of the Act, the Appraisals shall remain on file in the offices of the Board for a period of five (5) years after they are returned to the President. SECTION 10. The authorization, empowerment, and directives given to the President to act hereunder, shall apply to the Vice President in the absence, incapacity, or unavailability of the President. SECTION 11. The authorization, empowerment, and directives given to the Director to act hereunder, shall apply to the Assistant Director in the absence, incapacity, or unavailability of the Director. SECTION 12. The authorization, empowerment, and directives given to the Board Attorney to act hereunder, shall apply to the legal counsel at the request of the President, Director, or Board Attorney. SECTION 13. All actions heretofore taken by the officers of the Board, the Director, and the Board Attorney to further the purchase of the River Road Property as contemplated in this Resolution are hereby approved, ratified, and confirmed in every way, including engagement of broker Jay O'Neil. SECTION 14. This Resolution shall take effect immediately upon its passage. Adopted and approved by the Carmel/Clay Board of Parks and Recreation this 26th day of February, 2022. CARMEL/CLAY BOARD OF PARKS AND RECREATION Richard F. Taylor III, President X Aye Nay Jenn Kristunas, Vice-President X Aye Nay Lin Zheng, Treasurer X Aye Nay Linus Rude, Secretary X Aye Nay Dr. Jessica Beer X Aye Nay James D. Garretson X Aye Nay Louise Jackson X Aye Nay Joshua A. Kirsh X Aye Nay Mark Westermeier X Aye Nay CERTIFICATION I certify under the penalties of perjury that the foregoing members of the Carmel/Clay Board of Parks and Recreation voted by roll call vote as indicated above at a public meeting on February 26, 2022. Richard F. Taylor, President 12085 River Road, Carmel Address Points Parcels February 24, 2022 0 0.01 0.020.01 mi 0 0.01 0.030.01 km 1:600 Author: Hamilton County Hamilton County compiled this map. Although strict accuracy standards have been employed, Hamilton County does not warrant or guarantee the accuracy of the information contained herein and