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HomeMy WebLinkAboutCRC-11-13-00CARMEL REDEVELOPMENT COMMISSION Monday, November 13, 2000 Department-of Community Services Conference Room Carmel City Hall 7:00 p.m. AGENDA Call to Order 2. Old Business A. Approval of AMLI contract B. Consideration of bid for site work approval, Parcel #3 C. Consideration of consultants for Duke Weeks' Parkwood West project D. Consideration of a Letter of Intent-from Ryland Homes to purchase Parcel No. 6 3. Signing of Documents (if any) 4. Adjournment Z:\redevcomm\2000 Nov 13 Agenda CARMEL REDEVELOPMENT COMMISSION Meeting, Monday, November 13, 2000 The meeting was called to order at 7:12 p.m. by President Rick Roesch. CRC members present were Amy Boldt, Luci Snyder, Ron Carter and John Koven. Also present were Mayor Brainard, Phil Dunlap, Indianapolis Star, Erin Baker, Topics, Sue Beesley, from McHale, Cook & Welch, Paul Reis, Jim Thomas, AMLI, Joe Staehler, Les Olds, CSO, Tom Pitman, from Baker & Daniels, Pete Miller, from McHale, Cook & Welch, Chris Seger, from Duke-Weeks, Wayne Wilson and Kevin Kirby, Councilors, Buddy Downs, from Ice Miller, Karl Haas. Phyllis Morrissey present as support staff. Mr. Roesch asked for a motion to amend tonight's agenda to begin with consideration of a letter of intent. Ms. Snyder so moved. Seconded by Mr. Carter. The motion was unanimously approved a minute later after Mr. Carter's reminder to do so. Consideration of a Letter of Intent Mr. Roesch said he, Mr. Olds and Mayor Brainard met Friday [November 10] with Alan Goldsticker of Ryland Homes. They are interested in Parcel #6 and have given a letter of intent. Mr. Roesch: Ryland is offering to buy Parcel 46 to put in three-story townhomes, 42-44 pads, depending on the design chosen. They are offering $12,500 per pad plus $2500 for each sale over $225,000. They would have a feasibility study period of sixty days. They are asking us also not to market the property or to entertain any other offers until a date in the future where we cannot reach agreement or twenty-one days after we sign the letter of intent. Mr. Olds: Parcel 46 is a long, narrow strip that runs along City Center Drive. In the center of that parcel is a designated wetland area. Ryland has three basic concepts on that strip of ground. The townhomes are similar to a product they will be building in downtown u Indianapolis. They are all masonry type product and run from 1700-2000 square feet. They are looking at having all units face City Center Drive which meets the design ? criteria we are looking for with a small secondary road behind the units. They propose building units from the west property line up to the edge of wetland area. There is a notch in the wetland area that would be left as a greenspace or park type area. On the other side of the wetland there is space to puf another eight to ten units and that would also leave , about a 28,000 square foot retail or office pad on the corner. That pad would hold a two J Y story 10,000 square foot building to be used for office/retail and would have about thirty parking spaces. Mr. Olds continued: As I understand it from the meeting we had, they are.most interested in the "for sale" townhouse sites but are really not interested in the retail comer pad. I believe they are making the offer based on the fact they want to buy only enough for their townhouses, leaving the balance to be dealt with as the Redevelopment Commission sees fit. It's a configuration that works. It's a time tested design they have. From our standpoint, from master planning, it's exactly what we wanted to see in the project. Mr. Roesch: The prices which were offered will need to be discussed in Executive Meeting. Mr. Haas: I had a conversation with Mr. Goldsticker and he said their preference was to go with a letter of intent before going into a project agreement. He also said they were very excited and wanted to move forward with this. Mr. Roesch asked Mr. Haas to advise the CRC legally what signing a letter of intent would do. Ntr. Haas: Legally, signing a letter of intent does very little. It really only obligates you to a twenty-one daygood faith negotiation period. It's a non-binding letter of intent.. Either party can walk away after twenty-one days without any continuing liability to the other party. You could authorize tonight execution of a letter of intent either at this price or at some different price. Any project agreement that would be negotiated would come back before the Commission for approval. More than a legal ramification it's just tying Ryland to the project, tying you to Ryland at least for a period of negotiations. Ms. Snyder: Ryland usually likes to do a letter of intent followed by a term sheet where you kind of bicker back and forth about the basic things at which point they go to contract. Is that the way you like to deal? Mr. Haas said he would be glad to deal that way. "The short answer to your question is they expressed, the intention of moving directly from this letter of intent to a project agreement." Mr. Roesch: The only thing that would concern me is the earn out of the 52500 and the price. Mr. Haas: They believe they can charge 5225,000 for the exterior units which would be somewhat larger and have more windows. They would charge $175,000 for the interior units. The question is whether we should have a "success kicker" at an amount that is less than $225,000 and I think the answer to that is yes., If they exceed the $175,000 for the standard unit, I think we should have a success kicker there. My thoughts are.if the projected numbers are $175,000 and $225,000 we should have a $2500 success kicker at $180,000 and $230,000. Mr. Roesch: Where does that put us on signing this letter of intent? Mr. Haas: I would not advise signing the letter of intent as it is. We have options. Of course, you have the option of accepting the letter of intent as it is. The other option is postponing it till the next meeting, authorizing the letter of intent to be signed. The third option is authorizing a letter of intent to be signed on the terms set forth here with the changes that we might make this evening such as a change in the success kicker. 2 Mr. Roesch said Mr. Goldsticker is hopeful he can carry this letter of intent to the west coast tomorrow when he leaves for a meeting there. Mr. Roesch questioned whether Ryland is interested in optioning the retail portion. He noted that needs to be decided. Discussion followed at length. Mr. Carter moved the CRC approve and sign the letter of intent with Ryland and include an amendment which has a "success kicker" to be negotiated. Following a second by Ms. Boldt; the motion was unanimously approved. Old Business Approval of the AMLI Contract Mr. Haas: Before us tonight is the third amendment to the project agreement, the same in form and substance as the amendment that was presented to the Commission at the last regularly scheduled meeting. At that time the exhibits (the descriptions of CRC's work and the schedule on which that work had to be done) had not been completed. Mr. Haas distributed new copies of Exhibit B, describing CRC's Work, and Exhibit D, the schedule. Mr. Olds: Phase 2 work includes streetscape, reflecting pond and pond area landscaping. We're talking about going to a [2001 ] spring start date of Phase 2 work and completing it in mid November 2001. Mr. Haas: The landscaping/reflecting pool, lighting and walkway are more work than is required to be done for AMLI. It's about a million dollars from that category and $679,000 for the site prep, Phase 1. Mr. Haas: The way this budget was'prepared, there was site prep, Phase 1, $678,940. That was the work that was bid that we're going to address as the next agenda item. Generally speaking, that covers work that is on Exhibit B. Is it exclusively work on Exhibit B, Les? Mr. Olds: That $683,000 covers Parcel 1, parts of Parcel 2, parts of Parcel 6 and the utilities run to all of those sites plus the lift station, so there are a number of things that are included in that that affect other pieces of property. Mr. Haas: I think that amount is what was on the budget here, as site preparation, Phase 1. Then there was another category on the budget which is landscaping, reflecting pond, lighting and walkway for $1,700,000. That covers more than the work that has to be performed.for AMLI because there is other landscaping and lighting and walkways in the project that aren't required for AIvILI project. One way of looking at this, for this work we had a budget of $2,400,000. This is requiring about $1,700,000 so we still have $700;000 remaining to complete the rest of the landscaping, lighting and walkways. Ms. Boldt: For improvements that we're making to the other parcels which benefit those other parcels, we need to have those costs broken out. Mr. Olds: In terms of the pro rata costs which should be assigned, for example, the lift station technically needs to be divided up between four or five parcels because they're all making use of the lift station. The streetscape lighting and streetscape work that goes along City Center Drive benefits a number of sites. That's probably the one element we've never quite been able to fit in to the projectbudget because it was always our belief that the streetscape, lighting, etc., should always go with the City Center Drive project and be assigned to that total street cost. Unfortunately it was never put in that way; it was left outside. They benefit all the parcels, including the City portion of the project. Mr. Roesch: On the cash flows we looked at, we can begin forecasting month by month so we know when those things are going to come out. This will give us more of a reference point where we are in relation to expenditures. It's not going to answer your question about what percentage goes to which project. Mr. Haas: I don't think we can tell yet whether as to these numbers that are on the budget we are in the end going to be over or under. The good news is we're not over budget yet. So the next question is whether or not Exhibits B and D are now acceptable to CRC and AMLI and the bidders, whether we can accept the bid for the work and feel confident the bidder can meet this schedule. Mr. Olds: The bidder is reasonably comfortable he can make it [the schedule] subject to the "act of God" issues that we always.face. Mr. Reis: There are.still some questions. Specifically, the color of the light. Discussion followed. Mr. Olds noted it is important, no matter what fixtures are selected, that they are shielded/screened so the light does not glare into the apartments. Further discussion. Mr. Olds: As a compromise if AMLI can refrain from using high pressure sodium along the street, for example, for the fixtures on the units that face City Center Drive,, if that color stays kind of a whitish color and within your complex, you can use high pressure sodium. Mr. Thomas: I can live with the white light around the detention pond, the CRC site work along City Center Drive and then we'll pick up the AMLI lights with high pressure sodium. Ms. Boldt moved the CRC approve the lighting amendment. Following a second by Ms. Snyder, the motion was unanimously approved. Mr. Thomas: We've agreed to waivethe.requirement of some of the hardseape up front. Mr. Olds asked, as a designer, that sotne'ofittstays in there so I'm hereto tell you okay, I'll let it go for pow. I woi ld hope yon would 'keep 'it in there also. It is an important.part of the feel, for instance, the.brick Ianterns, a.significant element which.makes the pond not just look like,a concrete ditch.but actually like a public space. Those are corning,m high and I've agreed fofthe'[recordingtape•gap]. Brief discussion followed about the staging area location. Mr..Haas:'You.need-a"resolution approving the,third.amendment=for the A. NILI project- with the exhibits attached. So moved`by'Ms, Boldt. Following,a second by Mr."Koven,,the motion was unanimously approved. Mr. Haas said the mitigation-schedule will be completed tomorrow Site work For-Parcel 3 Mr. Olds recommended the"bid for. ite work `for Parcel '3 be;rejected because only one, bid was"received and in evaluating' that bid some of the,ut itp ices are six times higher thah.CSO estimated. He recommended this-work be-,rebid with' bids due December 13. He said CSO will aggressively seek new bidders. Ms_13oldt'rnoved the,bi'd be rejected. Following,a,se.cond by m is. Snyder and_subsequent discussion, the motion was unanimouslyapproved', Ms Haas asked for a motion that the agenda be amended to add the bi&for the site work required underihe AMLI contract. So moved by Ms. Snyder: Following, a.second bylv_ir. 'Koven, the motion was unanimously approved. Acceptance of.fhe,Poindexter bid was discussed. Mr: Koven askecl if acceptance was.predicated on closing escrow with AMLL Agreed by all. Mr. Haas.said he expectedlMn Thomas would releaseAlte. escrow.when he,received a call from Mr. Staeliler saying' he's. ready to give a notice to proceed. Agreed. Mr. Haasstated'amotion was.needed.that the CRC conditionally accept the Poindexter bid contingent upon con firm atiori that.Poin&xtcr can meet the required-sche#1 under the AMLT project agreement and contingent,upon therelease ,of the AMI I escrow and that Mr.'Staei ler would,be authorized, when those conditions are'met, to give P.6indexter notice to.proceed. So moved by. Ms: Snyder. 'F,ollowing a second by Mr. Carter,-the motion was. unanimously approved,. Consideration of Consultants,for the Duke -Weeks: Parkwood West Project MI.,Haas?talked to four law firms:. Barnes and Thomberg, who were involved in the presentation made by Wabash Scientific at the last meeting. Baker and Daniels,, represented tonight by Tom Pittman Ice Miller, represented tonight by Buddy Downs Dan Vicar and Bob Schwire who declined to make a proposal but hoped to be asked next time CRC had bond business. Bruce Donaldson from Barnes & Thomberg was unable to be here tonight. He did submit to Mr. Haas an addition to the proposal previously made. [These were distributed.] Barnes & Thomberg would perform the work for 5115-265per hour depending on the lawyers assigned to the work. For creating the TIF district, they estimate their fees would be in the range of $5,000-3,000 and for the issuance of the bonds the fees would be in the range of $15,000-20,000. Tom Pittman, from Baker & Daniels, distributed copies of their proposal, and followed with his presentation. Their fees would be approximately $25,000 which includes both the creation and the bond issue. Mr. Haas asked Mr. Pittman if Baker & Daniels would be willing to do the work on a contingency basis. In other words, if the project is abandoned they would not be paid. He said he would be willing to do that at the Redevelopment Commission's pleasure if that is what the CRC wanted. None of the CRC members felt this is what they would want. Discussion followed. Mr. Haas: Mr. Miller and I have worked out a reimbursement agreement by which if the bonds aren't closed, Duke Weeks will pay the fees of bond counsel and financial advisor and plan consultant in addition to some out of pocket expenses, if we have them, for filings, notices, photocopies, etc.. Mr. Koven: I'd rather have that money put in an escrow account capped at whatever everybody says their caps are so we don't have to worry about whether we're going to have to reimburse someone. Mr. Carter: I agree with John [Koven]. We're working on a reimbursement agreement right now. Why did this contingency question even come up? Mr. Haas: The contingency question came up at the request of Duke Weeks. The question is basically, Duke Weeks wants to know whether or not the law firms will perform on a contingency basis. Mr. Carter: I understand'that but that's not what I think we asked or agreed to the other night. And it seems a little problematic that white we're in the process of working on a reimbursement agreement, they are in effect saying to the folks, "Oh, by the way, maybe we won't need this." I think the effect of this is that these people are going to work for us. And'no one else is in a position to negotiate here other than us. 6 General agreement. Mr. Haas: Since Duke Weeks is agreeingito reimburse,,youought;to,accommodate them Mr. Koven: Fair question. The question's been answered. Mr. Miller: I mightjust comment,.That request came directly frdm me and nobody else shquld.be blamed. What l wanted to do is ask the Commission, in:other--words take; this work and,retain these consultants, do it as if you were d6ing4f on your own terms. And it. is something I've seen commissions do, either expressly;,orisomenines; as Karl-said, it's not expressed-in the documents but it'is,in fact.the case, that, if-the deal which is worked on does not ;close, no fe-e,is due. Naturally, my thought was to try:and Out Dukc in rho best.position possible. Ifthat's notacceptable to you, it's not'a requirement. It's;just, I think, a legiiimate question to.ask. Mr.,Seger: One other thing I'd like to say. We're happy to sign the agreement. We had: a meeting of, the minds the other -night. Your qucstions about putting money in escrow. We have over half a million dollars already buried in this project and to come up and pin another sizeable portion is, an issue to us. I wouldrequest ihat we work-,on a contract, basis. If it.doesh't,happen; wc:have a.eontract. We'll lionor it we'll,paythese folks. Mr.,Roesch: That's okay tiyith.me. I just want. to make sure that these.peopte indeed are workingfor us(_and representing our interests. If something should happen [don't want them worried about the lost work or the fees..It-could be that something could come up and our law firm may say, "Can't do this." I don't want'them to have an incentive to. advise us;to do: it when we-shouldn't be doing it. Mr. Carter: Chris [Seger], :ihere.have been some concernsexpressed-in the'past:when these kind of arrangements were,made with.Duke. That's why one person is not.here with you folks tonight. W.e,just.need;to, malce sure_that's going to be the case. I th'i'nk that's why that possibly came up. As far as I'm concerned; if you provide your word that's what will take place, that's good enough for me at.this point in time. Mr. Downs,;froin Ice Millet, distributed copies of their .propo sal, and followed with his presentation. When asked about their fees, Mr. Downs reported they are usually,built into the cost of thebond and at the time of setting.the.bond, their"approximate fees would be known. Mr. Carter-noted'the lowest listed fees; fbr'Ice Miller were; .35;000 and he said Cannel's would probably not be the- owest. He expressed concern aboutthe possibility oftheir fees being.much higher even though Duke Weekswould be payng.fo it, Discussion followed about the?attomey firms' qualifications Mr. Seger stated-his firm would-be willing to:work with whoever is selected Mr. Haas: You have before you'state-wide pre-eminent bond counsel here tonight- In either case you're going to have a job well done: I'll vouch,for either one ofthese,folks- In.terms of fees, the other thing forthe Commission to r member is, that if the?bond issuance is completed, then the fees would be paid from the proceeds of the bonds. The third thing is we're going to have to work .with ,one of.these law.firms and Fin comfortable vae can vorlewith either. Ms. Bol'dt In the event 'the bond is.not issued, wharfun& are wesgoing7ta utilize to pay Mr. Haas: That would"be under the reimbursement- agreement which we should select before any of.the advisors. lAgreement was distributed.] Ms. Boldt asked, about the neighboring property owners, howmuch,of"a consensus has been.built up to this point. Are w,e,gding to-be,presenting',soinetlung-to the folks' who live near this are unaware oP Mr Seger: I sent out a person letter tosomething;like 1000-1200 homeowners who-five . in the,general area We hadtwo•open houses witli,over 1'50 people attending. There have been 64articles_in the paper. We've had the site.plans and other information on bur website'for three months- So 1"don't think you°re:going to.walk into something where everybody doesn't know what's going on. That doesn'Umean everybody agrees with it, clearly, but we've.communicated with the local people and the neighbors a lot I've,had one on, one'meetings with the>Nora Community Council, presidents of homeowners associations in the area. Ms. Boldt: One<of!he:things which could driveup ourcosts,here substantially"issthat type, of situation It'Makes amuck more delayed process-and so forth for legal counsel. ,. Mr. Haas: The.answer to your question, who pays what mder,those circumstances. First answer isjf the bonds aien'f closed for`anyreason;'including thatthis Comriiission- decides after taking _a look at the project; not to proceed, then Duke Weeks will. pay, those legal fees. If you run into a problem such as you just d;.scribed, and it.kills.the project, then Duke Weeks 'wili'paythe fees. This agreement. covers Duke'Weekspaying the fees under any scenario, other than bad faith of the Commission. In`any,good faith determination by the Commission norto proceed or for any reason the bonds aretnot issued'forreasons-beyond"the control of the Commission, Duke Weeks is obligated to pay. Now on,the;flip side,:if the situation you,just.described, and it drives up.the fees, and the;bonds are issued; "anyway because'the problem's finally.resolved, those fees will come out of.the proceeds-from::the issuance. And of course tharhas'the net effect of reducing the,ainount of money you have available tospend on improvements. Ms. Boldt' On the. infrastructidreplans that.£re shown"are proposals by Duke Weeks I assume, ofwhat you would like to see-there. But there are a lot of people affiliated with the City that have thoughts about infrastructure of their own. What if the'•infrastructure you.propose is not acceptable to'the.Cify for engineering,,&sign; whatever? Mr. Seger: If we can't get a TIF=to pay-for, the-level of improvements we:£eel economically necessary to proceed; we'll go do something else, and we'll pay fog these costs. We'll figure it all-out, come together, and do the project.lt's;a_give.and,take, and there are>somethings , people have some different views;on what, they'd like to see„ whetherit's'the landscaping or whatever, we'd'be happy to takeit into consideration. Mr. Carter: Aren't these infrastructure.improvements'for the mostpart something that residents over there have-insisted they were, looking for? Mr. Seger: It's a combination of roadway improvements that need 'to be done; whether or not we:develop itIorscmeone else,develops it. It ',s utilities. What _the residents. have asked for are landscape berms substantially similar to what we have in Parkwood Crossing, which is a.six to eight foot mound:with treesYand:sidewalks. Bike paths came up-. Ms. Boldt: Has this been reviewed by the City. Engineer or the Department of Community Development [Services]? Mr. Seger: All of the plans,have been reviewed.by the staff. Our initiaLmeeting wit h•the .Plan Commission was October 17 and we,will.be going to Special:Studies Committee tomorrow night _[November'141 where we'll get int ,a lot of,detail what the site plan's going to look like, the traffic. If things progress,we'll be in front of the Plan Commission again in November or possibly December. Ms, Boldt asked.if the CRC legal counsel had any advice Mr., Haas: "'First thing we'need 'to do is make sure'we are set on our reimbursement agreement with Duke Weeks before we select.bond counsel." Mi.;Haasdi'stributed copies ofthe-agreement piopbsed. "Thb salient prodisions,here'are paragraphs four:and five. They make it clear that if the TIF bond issuance and purchase,is;notclosed then. Duke Weeks will pay when we,proyide them with. a written-demaiid and supporting' bills. The last.sentence clarifies thattheirobligation to:payapplies even if CRC determines; not to go forward. Paragraph 95 clarifies that this agreement itself isn't ad etermination,or agreement to create the TIF district or isstie'th,e.bonds and then clarifies that all'the TIF' experts, including"bond counsel, are employed,by and take direction-from you,[CRC] exclusively. It specifically says that,you are.the exclusiveclieht of the bond counsel. Brief discussion followed.. Mr. Koven clarified- that CRC's cash.flow will not.be affected by any advance invoices. Ms. Boldt said she thought the consultants should issue periodic billings so.Duke Weeks and CRC could"track the expenses, Ms. Snyder'made a motion that'the CRC Approve.an,agreement for a TIE -prepared by Karl Haas concerriing'the Duke' Weeks project and the hiring of the advisors for that project. Following,a second by Ms.'Boldt;tlie_riiotion was•.unanimouslymapproved. Mr. Carter moved the CRC appomt,Baker and Daniels to handle this transaction. The motion died.for lack of a second. Ms. Snyder moved the,CRC.have Ice Miller';be b"ond.coansel on this matter. Following a. second by,Ms. Boldt, the motion was approved.with four favorable votes. Mr. Carter opposed. Mr. Roesch: We.also have to appoint.other vendors. It was'noted that Wabash; Scientific was appointed-at the last CRC meeting: The financial advisor choice was discussed. Crowe Chizek was.prpposCl as financial consultants. Mr. Haas said bond cotmsels were comfortable with Crowe Chizek: Discussion followed about their rates and the possibility of other firms°beingconsidered. Ms. Snyder suggested,Umbaugh;he considered..Dikilssion followed. Ms. Boldt made a motion confingent tliat.if.Umbaugii,can:meet the timeline and.fee schedule, they be approved as the financial consultants and if not; then the CRC.will accept.Crowe Chizek's proposal. Following a second'by Mr. Koven, the motion'was unanimously approved. The Executive Session was.cancelled since it-was no longer needed. Signing of Papers The following papers were, signed: AMLI agreement ,Christmas tree licenses Duke/Weeks consultants' pay agreement Letter of intent, from. Ryland Homes for Parcel #6 Nextmeetinglviill be.at 6:45 p:m. on Monday; November 20, to approve'thelcomrnon wage:board representatives.. rMs. Snyder moved'the CRC meeting be adjourried. Following ,a second by Mr.. Koven the motion was' unanimously approved. ?Z:\redevcomMU000 Nuw i 3 MinUte5.doc 10