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HomeMy WebLinkAboutCRC-09-2000 COIT/1998 BondCITY OF CARMEL REDEVELOPMENT COMMISSION RESOLUTION NO. ?-2000 WHEREAS, by adoption of Resolution No. 4-1998 on January 15, 1998 (the "Bond Resolution"), and pursuant to Indiana Code §36-7-14-25.1, the City of Carmel Redevelopment Commission ("CRC") authorized the issuance of the City of Carmel, Indiana, Redevelopment District.Taxable County Option Income Tax Revenue Bonds of 1998 (City Center Redevelopment Project) (the "Bonds"); WHEREAS, proceeds of the Bonds are available for the acquisition, disposition, and/or leasing of real or personal property for the purposes stated,inthe Bond Resolution and as otherwise permitted by applicable law; WHEREAS, CRC desires to adopt procedures to be followed in connection with the acquisition (the "Acquisition") of interests in real or personal property (the "Property"), including, without limitation: (a) entering into a lease of Property as a tenant or lessee; (b) terminating leases in connection with the acquisition by CRC of Property; (c) relocating tenants and existing businesses from Property acquired by CRC; and (d) taking other actions or entering into other agreements with respect to the foregoing; WHEREAS, CRC desires to adopt procedures to be followed in connection with the disposition (the "Disposition") of interests in Property, including, without limitation: (a) entering into a lease of Property as a landlord or lessor; and (b) taking other actions or entering into other agreements with respect to the foregoing; WHEREAS, CRC desires to require submission to CRC of: (a) two categories of formal written proposals with respect to each Acquisition and Disposition; and (b) two additional categories of formal written proposals with respect to each Disposition; WHEREAS, the two categories of formal written proposals with respect to each Acquisition and Disposition would be.comprised of the "Initial Proposals" and the "Final Proposals; WHEREAS, each Initial Proposal shall: (a) identify the Property that is the subject of the Acquisition or Disposition (the "Subject Property"); (b) specify the interest in the Subject Property proposed to be acquired or disposed of (or the lease, relocation, or other action or agreement to be addressed; (c) set forth the proposed economic terms of the Acquisition or Disposition; and (d) specify the person or persons (the "Authorized Party") that, upon approval of the Initial Proposal, shall have the authority to: (i) negotiate, and incur expenses on behalf of CRC for the purpose of negotiating, the terms of the Acquisition or Disposition; and (ii) obtain and/or procure, and incur expenses on behalf of CRC for the purpose of obtaining and/or procuring, all reasonable and standard services and/or supplies required or reasonably necessary in connection with negotiating the terms and conditions of the Acquisition or Disposition and/or performing due diligence with respect to the Subject Properly; WHEREAS, each Final Proposal shall: (a) identify the Subject Property; (b) specify the interest in the Subject Property actually to be acquired or disposed of (or the lease, relocation, or other action or agreement to be addressed); (c) identify the final economic terms of the Acquisition or Disposition; and (d) specify that, upon approval of the Final Proposal, the Authorized Party shall have the authority to: (i) consummate, and incur expenses on behalf of CRC for the purpose of consummating, the Acquisition or Disposition; and (ii) obtain and/or procure, and incur expenses on behalf of CRC for the purpose of obtaining and/or procuring, all reasonable and standard services and/or supplies required or reasonably necessary in connection with consummating the Acquisition or Disposition and/or completing due diligence with respect to the Subject Property; WHEREAS, the services and/or supplies that an Authorized Party has the authority to obtain and/or procure pursuant to an approved Initial Proposal or an approved Final Proposal shall be the "Services"; WHEREAS, the two additional categories of formal written proposals with respect to each Disposition would be comprised of the "Offering Proposals" and the "Acceptance Proposals"; WHEREAS, each Offering Proposal shall set forth the form of request for proposals (the "RFP") to be published in accordance with applicable public offering laws (the "Offering Laws") with respect to the interest in the Subject Property proposed to be disposed of; WHEREAS, each Acceptance Proposal shall set forth the bid submitted in response to the RFP that the director (the "Director") of the Department of Redevelopment (the "Department") or any member of CRC proposes to be accepted; Meetings'); Meetings"); WHEREAS; CRC currently schedules and conducts regular meetings (the "Regular WHEREAS, CRC has the authority to schedule and conduct special meetings (the "Special WHEREAS, the Regular Meetings and the Special Meetings, collectively, are the "Meetings"; WHEREAS, CRC desires to adopt procedures to be followed in connection with scheduling Special Meetings; WHEREAS, Section 2-7 of the codified ordinances of the City of Carmel, Indiana (the "City") establishes the Department, and specifies that the Department shall be controlled by CRC; WHEREAS, the Department does not currently have either a Director or a staff; WHEREAS, CRC desires to provide for both the Director and a staff for the Department (the "Staff'); WHEREAS, CRC has determined that: (a) the Director should be the same person that is the director of the Department of Administration; and (b) the staff of the Department of Administration should serve as the Staff; WHEREAS, CRC has determined that it is in the best interests of CRC to have an annual budget (the "Budget"), which Budget shall: (a) be in the same form; and (b) contain the same detail, as budgets prepared by other departments of the City; and WHEREAS, CRC desires to provide for the Director to prepare the Budget and submit the Budget to CRC for its review and approval; NOW, THEREFORE, BE IT RESOLVED THAT: 1. Recitals. The recitals set forth above shall be incorporated into the substantive portion of this Resolution as though set forth herein. 2. Applicability. Beginning on the date hereof, the procedures set forth in this Resolution shall apply to all Acquisitions and Dispositions; provided that those Acquisitions or Dispositions that: (a) are ongoing on the date hereof; and (b) previously have been presented to CRC; shall be completed in accordance with: (a) the current practices of CRC; and (b) all applicable laws; ZMocurikowShoup, lcnny4Ciiy of Cammli Rrsolations)Establishinc CRC IOU'W. PrucA.u 'Rcwlmian rg rsuublishing prncr,luras.uA IDirecmn., pd -,7- 3. Department. CRC hereby establishes that, as of the date hereof: (a) the director of the Department of Administration shall be the Director; and (b) the staff of the Department of Administration shall serve as the Staff. The Director and the Staff: (a) shall be governed by terms and conditions of this Resolution; (b) have only the authority granted pursuant to this Resolution; and (c) remain subject to the control of CRC. CRC shall have no responsibility for compensating the Director and/or the Staff. 4. Special Meeting. A Special Meeting may be called: (a) by the Director; (b) by the President of CRC; or (c) jointly bylahy two members of CRC, so long as one of the members was appointed by the Common Council of the City and the second member was appointed by the Mayor; provided that, to call a Special Meeting: (a) notice of the Special Meeting must be given to all members of CRC either by telephone or by delivery of written notice via U.S. Mail, overnight delivery,' facsimile, or email, in any case as instructed by the Director or each member of CRC; and (b) such notice must be given at least 48 hours in advance of the Special Meeting. 5. Nature of Meeting. Each Initial Proposal, Offering Proposal, Acceptance Proposal, and Final Proposal (the "Proposals") must be submitted to CRC by the Director or a member of CRC (the "Submitting Party") for approval by CRC at a Meeting in accordance with the terms and conditions of this Resolution; provided that: (a) prior to being addressed by CRC, each such Proposal must be placed on the agenda of the Meeting at which it will be addressed at least 48 hours in advance of such Meeting: (b) a copy of the Proposal and the agenda of the Meeting shall be provided to the Director and each member of CRC at least 48 hours prior to the Meeting at which the Proposal will be addressed; (c) such copies shall be delivered via U.S. Mail, overnight delivery, facsimile, or email, in any case as instructed by the Director or each member of CRC; and (d) any Proposal that is placed on the agenda for a Meeting may be removed from the agenda by the Submitting Party at any time prior to the commencement of such Meeting. 6. Initial Proposals (a) Submission. At the Meeting at which an Initial Proposal is to be addressed, CRC shall: (i) approve or reject the Initial Proposal; or (ii) table the Initial Proposal for further consideration at another Meeting. If CRC rejects the Initial Proposal, then no further actions shall be taken by the Authorized Party with respect to the Acquisition or Disposition. If CRC approves the Initial Proposal, then the Authorized Party shall have the authority to: (i) negotiate, and incur expenses on behalf of CRC for the purpose of negotiating, the terms of the Acquisition or Disposition, including, without limitation, the terms and conditions of all documents required in connection with the consummation of the Acquisition or Disposition (the "Transaction Documents'); (ii) obtain and/or procure, and incur expenses on behalf of CRC for the purpose of obtaining and/or procuring, the Services; and (iii) in the case of a Disposition: (A) meet with prospective developers of the Property to determine the feasibility of particular projects and deal structures; and (B) prepare RFP's, Offering Proposals, and Acceptance Proposals. No approved Initial Proposal shall be made available for review by the public if the Director or any member of CRC deems it to be in the best interests of the citizens of the City for the information contained in such Initial Proposal to remain confidential. (b) Updates. For every approved Initial Proposal, the Director and CRC jointly shall agree on a schedule pursuant to which the Director, or an appropriate representative of the Director (the "Representative'"), shall make periodic update presentations to CRC at Regular Meetings (the "Updates"); provided that the portion of such Regular Meeting during which the Director or the Representative makes each Update shall be closed to the public if the Director or any member of CRC deems it to be in the best interests of the citizens of the City for the information contained in the Update to remain confidential. At the conclusion of each Update, CRC shall have the option to revoke its approval with respect to the Initial Proposal.if CRC ZnDoetnlunliShint, Jenny Cil,ofCunue I Resalwiu,WEsublishing CRC o I10NU,0l Proeednm. Resolution re eaabllshine pmesdures.t AlDireenga.pd -3- determines that the consummation of the Acquisition or Disposition contemplated pursuant to the Initial Proposal no longer is desirable. (c) Pre-Submission. Notwithstanding anything to the contrary set forth herein, prior to submission of an Initial Proposal to CRC for its review, and without first receiving the approval of CRC, the Director and the Staff are authorized to incur reasonable and standard expenses on behalf of CRC for: (i) preparation, and submission and explanation to CRC, of the Initial Proposal, including, without limitation, the review of any proposals submitted to CRC, the Mayor, or the Staff with respect to the Acquisition or Disposition; (ii) performance of preliminary:. (A) title searches of the Property; (B) valuations of the Property; (C) due diligence with respect to the Acquisition or Disposition; and (iii) addressing preliminary legal issues with respect to the Acquisition or Disposition; provided that the Director and the Staff shall have no power to authorize the expenditure of amounts for Preliminary Expenses in excess of the amount expressly appropriated by CRC for the category of Preliminary Expenses pursuant to an approved budget. Interim Proposals. (a) Offering Proposals. In the case of a Disposition, an Initial Proposal for which has been approved in accordance with the terms and conditions of Section 6, an Offering Proposal shall be submitted to CRC at such time as an RFP has been prepared with respect to the interest in the Subject Property proposed to be disposed of. At the Meeting at which the Offering Proposal is to be addressed, CRC shall: (i) approve or reject the Offering Proposal; or (ii) table the Offering Proposal for further consideration at another Meeting. If CRC rejects the Offering Proposal, then no further actions shall be taken by the Authorized Party with respect to such Offering Proposal, but the Authorized Party may continue to exercise the authority granted to it pursuant to the approved Initial Proposal, unless and-until: (i) the Initial Proposal is revoked in accordance with the terms and conditions of Section 6; or (ii) a new Offering Proposal is submitted to CRC. If CRC approves an Offering Proposal, then CRC shall: (i) publish the RFP in accordance with the Offering Laws; and (ii) proceed with the public offering of the Subject Property in accordance with the Offering Laws. (b) Acceptance Proposals. In the case of a Disposition, an Initial Proposal and an Offering Proposal forwhich have been approved in accordance with the terms and conditions of Section 6 and Subsection 7(a), respectively, an Acceptance Proposal.shall be submitted to CRC at such time as: (i) the deadline for receipt of bids, as set forth in the RFP, has passed; and (ii) the Director or any member of CRC proposes that CRC accept a particular bid submitted in response to.the RFP. At the Meeting at which the Acceptance Proposal is to be addressed, CRC shall: (i) approve or reject the Acceptance Proposal; or (ii) table the Acceptance Proposal. for further consideration at another Meeting. If CRC rejects the Acceptance Proposal, then no further actions shall be taken by the Authorized Party with respect to the Acceptance Proposal, but the Authorized Party may continue to exercise the authority granted to it pursuant to the approved Initial Proposal, unless and until: (i) the Initial Proposal is revoked in accordance with the terms and conditions of Section 6; or (b) a Final Proposal is submitted to CRC. If CRC approves an Acceptance Proposal, then the Authorized Party shall have the authority to: (i) negotiate, and incur expenses on behalf of CRC for the purpose of negotiating, the terms of the Disposition, including, without limitation, the terms and conditions of the Transaction Documents; and (ii) obtain and/or procure, and incur expenses on behalf of CRC for the purpose of obtaining and/or procuring, Services to proceed with the Disposition. Z:IpacummIIu'$baup. lcnm^Ciry' o(Cam,d RCiplurionsl Fisublishii,_e CRC 10%UYW PruceJures-Raolwion,r?nnblihhine prneeJuress?A lDiivnortxpJ -'l- 8. Final Proposals. In the case of: (a) an Acquisition, an-Initial Proposal for which has. been approved in accordance with the terms and conditions of Section 6; or (b) a Disposition: (i) an Initial Proposal and an Offering Proposal forwhich have been approved in accordance with the terms and conditions of Section 6 and Subsection 7(a), respectively; and (ii) an Acceptance Proposal has been submitted to, and either approved or rejected by, CRC; a Final Proposal shall be submitted to CRC. At the Meeting at which the Final Proposal is to be addressed, CRC shall: (i) approve or reject the Final Proposal; or (ii) table the Final Proposal for further consideration at another Meeting. If CRC rejects the Final Proposal, then no further actions shall be taken by the Authorized Party with respect to the Acquisition or Disposition, but the Authorized Party may continue to exercise the authority granted to it pursuant to an approved Initial Proposal or Acceptance Proposal. If CRC approves the Final Proposal, then: (a) the President, or a designated representative, of CRC shall execute any final Transaction Documents existing at the time of the Meeting; provided that such final Transaction Documents shall state on the signature page that the Transaction Document has been approved as to form and substance by any attorney in the office of the City Attorney for the City; and (b) the Authorized Party shall have the authority to: (i) consummate, and incur expenses on behalf of CRC for the purpose of consummating, the Acquisition or Disposition; and (ii) obtain and/or procure, and incur expenses on behalf of CRC for the purpose of obtaining and/or procuring, Services to consummate the Disposition. 9. Budget. (a) Submission. Prior to the commencement of each calendar year, the Director shall prepare and submit to CRC for its approval a Budget for such calendar year. At the Meeting at which any Budget is to be addressed, CRC shall approve or reject such Budget. (b) Amendment. Once CRC has approved a Budget for a calendar year, such Budget shall be amended if: (i) the Director or any member of CRC submits to CRC proposed revisions to such Budget, and CRC approves the proposed revisions; or (ii) an approved Proposal specifies a dollar amount for an expenditure that is in excess of the amount set forth in the Budget for the category into which such expenditure falls, in which case: (A) the Budget automatically shall be deemed to be amended to be consistent with the approved Proposal; and (B) at the next Regular Meeting, the Director shall provide CRC with an amended Budget. Notwithstanding anything to the contrary set forth herein, if, at any time, the Budget no longer is accurate, the Director shall submit to CRC proposed revisions for its approval or rejection. (c) Binding Effect. The submission, approval,, and/or amendment of a Budget: (i) shall not be deemed to expand any authority granted to the Director, the Staff, or any Authorized Party pursuant to any approved Proposal or this Resolution; and (ii) constitutes a limitation upon the authority of the Director, the Staff, and each Authorized Party with respect to expenses that may be incurred on behalf of. CRC pursuant to any approved Proposal or this Resolution. The Director, the Staff, and each Authorized Party: (i) shall be bound by each approved Budget; and (ii) shall not be authorized to make expenditures within any category in excess of the amounts budgeted with respect to such category; provided that: (i) within any category of an approved Budget, the Director shall have the authority to reallocate available amounts among the line items in such category; and (ii) upon such a reallocation, the Director shall submit to CRC at its next Regular Meeting an amended Budget showing such reallocation. 10. Invoices.- CRC shall not be required to pay any invoice for any expenses incurred in accordance with the terms and conditions of this Resolution until such invoices have been approved by CRC as being consistent with the terms and conditions of this Resolution, the applicable approved Proposal, and the Budget. Z: Due uments5bonp. Jenny City of Cuo fl R ecolwi.r0sublkhing CRC 10\h;90 Prwe&ms' Re solution re csmhli.hiog PUKedurei.UA iDireaor).? pJ '?' L:1DOCwncm95houp: IcmM City of'Cannah RcsolwionPF.nablishing CRC 10\IayW Procedures Rcsulution rgevablishing prccdurcswA lDirclon.% pd -6-' Passed by the Redevelopment Commission of the City of Carmel, Indiana, this _L day ofM?•4{?t,a??y2000, by a vote of ayes and _ nays. f n nCITY OF CARMEL REDEVELOPMENT COMMISSION W `?/J By W Q,4-- B Amy' Jo B t -.7 By: usan Westerm ier By: By: =1 John R. Koven Prepared by Wallack Somers & Haas, Special Counsel to CRC Attest: Ronald E. Carter Diana L. Cordray, Clerk-Treasurer ZJDOCUmrnss`Shoup. 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