HomeMy WebLinkAboutRetail Parkway Reimbursement Agreement - DRAFTGMRI Draft #2
05/10/12
AGREEMENT
This Agreement is entered into this _____ day of _____________, 2012, among the City of
“City”
Carmel, Indiana, (hereinafter referred to as ), whose address is One Civic Square Carmel,
“TTD”
IN 46032, Thompson Thrift Development, Inc. (hereinafter referred to as ), whose
address is 901 Wabash Avenue, Suite 300, Terre Haute, IN 47807 and GMRI, Inc. (hereinafter
“GMRI”
referred to as ), whose address is 1000 Darden Center Drive, Orlando FL 32837.
RECITALS
1.TTD is under contract to purchase a parcel of real estate that is located north of the
northwest corner of Retail Parkway and Michigan Road, in the City of Carmel, the legal
Exhibit A
description of which is attached hereto as and further identified on the
Exhibit B“TTD Parcel”
attached site plan (the ). GMRI is under contract to purchase
two (2) contiguous parcels of real estate, the northern most of which is located at the
southwest corner of Retail Parkway and Michigan Road, in the City of Carmel, the legal
Exhibit A-1
description of which is attached hereto as and further identified on the
Exhibit B“GMRI Parcel”
attached site plan (collectively, the ). Collectively both the
“Parcels”
TTD Parcel and the GMRI Parcel shall be referred to as the .
2.TTD proposes to develop and install all on site infrastructure to the TTD Parcel and
adjacent property consisting of approximately 8.64 acres which will be platted into three
(3) lots that will accommodate approximately 20,000 to 30,000 square feet of
“TTD Project”
commercial space ().Phase I of the TTD Project will consist of
approximately 2 acres and a 5,500 square foot building. GMRI proposes to develop and
install all on site infrastructure to the GMRI Parcel consisting of approximately 3.5 acres
in the aggregate and which will be platted as one (1) or two (2) retail lots that will
accommodate approximately 12,000 square feet of commercial space, but upon which
“GMRI
GMRI intends to construct an approximate 8,000 square foot building (
Project”
). The TTD Project and the GMRI Project are collectively hereinafter referred
“Projects”Exhibit B
to as the and are shown on .
3.City has a master development plan to encourage infill development in areas that are
underutilized and deteriorating.
4.The proposed Projects are an infill development in an area that is underutilized and
deteriorating.
5.In order to encourage infill development, the City chooses to participate in site
development in this area and other infill areas which may include committing Tax
“TIF”
Incremental Financing ()revenues to pay the costs of engineering, reconstructing
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and/or modifying existing public infrastructures and roadways to make such sites viable
commercial development sites to encourage redevelopment.
“West Carmel TIF”
6.The Projects are within the West Carmel TIF Allocation Area ().
7. The estimated annual increase in real estate taxes from the Projects upon completion
will be One Hundred Seventeen Thousand ($117,000), and the estimated number of new
jobs created for the community from the development of the Projects is 80-100.
In consideration of the mutual covenants contained in this Agreement, the parties now agree as
follows:
PROJECT COMMITMENTS
1.The City will provide 100% of the funding to engineer, bid, and construct each of the
“City Projects”
following public improvements (the ):
Exhibit B
a.The extension of Retail Parkway as generally shown on including all
drives, curbs, gutter, sidewalks, landscaping and any other necessary
improvements required for the completion of the roadway to City standards.
b.Upgrade, realign and/or modify the existing traffic signal as needed to
accommodate the new roadway.
c.Construct any public utility extensions and/reconfigurations that may be
necessitated to accommodate the new roadway.
“Estimated Costs”
The City Projects are currently estimated to cost $____________ ().
2.TTD and GMRI agree to reimburse the City $75,000 each for the costs incurred by the
City to complete the City Projects. TTD shall make its payment to the City on the later
of (a) the date TTD receives its permit to develop Lot 2 of the TTD Project and (b) the
City’s completion of construction of the Retail Parkway extension. GMRI shall make its
payment to the City on the later of (x) GMRI’s acquisition of fee simple title to the
GMRI Parcel and (b) the City’s completion of construction of the Retail Parkway
extension. The reimbursement obligation of TTD and GMRI are separate and personal to
such parties and neither party will be responsible for the reimbursement obligation of the
other in whole or part. The foregoing notwithstanding, if in the course of its
development of the GMRI Project it is agreed by City and GMRI that GMRI will
perform any portion of the work within the scope of work for the City Projects,
(including, by way of example, construction of drives, curbs, gutters, landscaping or
utilities), the reimbursement obligation of GMRI hereunder will be offset by the amount
of costs incurred by GMRI to perform such work.
3.TTD and GMRI agree to donate or cause to be donated to the City easements, right-of-
“Right-of-way”
ways or such other form of right or interest () in such portions of the
TTD Parcel and GMRI, respectively, required for the construction of Retail Parkway as
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Exhibit B
is generally shown on . The granting of the Right-of-way will be accomplished
by conveyance or other documents mutually acceptable to the parties.
4.Right-of-way acquisition, and all state or local permits must be obtained by the City
beforethe City awards the bids to construct each of the respective City Projects.
CITY’S COMMITMENTS
1.City agrees to complete the design of the City Projects within sixty (60) days following
the execution of this Agreement by all parties hereto.
2.City agrees to commence construction of the City Projects upon the earlier of (a) the date
selected by City or (b) within sixty (60) days following the earlier of (i) TTD’s
acquisition of the TTD Parcel and receipt of municipal approval of its development plans
for the TTD Project, and (ii) GMRI’s acquisition of the GMRI Parcel and receipt of
municipal approval of its development plans for the GMRI Project.
3.Following commencement of construction, City agrees to pursue the completion of Retail
Parkway with diligence and shall cooperate with TTD and GMRI as is reasonably
necessary to ensure unobstructed access to both Projects remains open during the
completion of the City Projects. The City will complete construction of the City Projects
within twelve (12) weeks of the commencement date of such construction.
INFRASTRUCTURE CONSTRUCTION REQUIREMENTS
1.City Projects, including all infrastructure, shall be constructed in accordance with
detailed engineering plans and bid package documents approved in advance of
construction by the City Engineer and the City Board of Public Works and Safety.
2.City, TTD and GMRI agree to execute all deeds of easements, rights-of-way or other
documents that are reasonably necessary, desirable or appropriate to further the Projects
and to provide for the future maintenance of the City’s infrastructure improvements.
3.All easements and rights-of-way obtained shall be recorded in the Office of the Recorder
of Hamilton County, State of Indiana.
CONTINGENCIES
All obligations of TTD and GMRI under this Agreement are expressly conditioned upon each
respective party securing all necessary and acceptable zoning, approvals, easements, land
ownership, and/or other requirements for each party to commence and complete the Projects.
MISCELLANEOUS
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1.If it becomes necessary for any party to this Agreement to institute litigation in order to
enforce or construe the terms and provisions of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys’ fees and costs incurred in such litigation
from the non-prevailing party.
2.No remedy conferred upon any party in this Agreement is intended to be exclusive of any
other remedy provided or permitted by law, but each remedy shall be cumulative and
shall be in addition to any other remedy given under the terms of this Agreement or
existing at law or in equity. Every power or remedy provided in this Agreement may be
exercised concurrently or independently and as often as deemed appropriate.
3.This Agreement contains the entire agreement between all of the parties respecting the
matters set forth, and all prior discussions and negotiations are merged herein.
4.This Agreement may only be amended in writing, signed by all the parties.
5.This Agreement may not be assigned by any party without the prior written consent of all
other parties.
6.This Agreement shall be construed in accordance with the laws of the State of Indiana.
The venue for any action brought by either party relating to or arising out of this
Agreement shall be in Hamilton County, State of Indiana. If any provision is found by a
court of competent jurisdiction to be unenforceable, such provision will be deemed
stricken herefrom, and the remainder of the contract shall continue in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the first date written
above.
CITY OF CARMEL, INDIANA
By: ____________________________
Jim Brainard, Mayor
Date: ____________________________
THOMPSON THRIFT
DEVELOPMENT, INC.
By: ______________________________
Printed: ________________________
Title: ______________________________
Date: ______________________________
GMRI, INC., a Florida corporation
By: ______________________________
Printed: ________________________
Title: ______________________________
Date: ______________________________
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EXHIBIT A
TTD PARCEL
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EXHIBIT A-1
GMRI PARCEL
Parcel 1
:
A part of the Southeast Quarter of the Northwest Quarter of Section 7,
Township 17 North, Range 3 East in Hamilton County, Indiana, more particularly described
as follows:
From a stone at the southwest corner of the aforesaid southeast quarter of the northwest
quarter of said Section 7, run on an assumed bearing of east along the south line thereof a
measured distance of 872.26 feet to the west right-of-way line of U. S. Highway 421,
otherwise known as the Michigan Road, as the same is now established; thence North 20
degrees 06 minutes West along said westwardly right-of-way line a distance of 231.17 feet to
the place of beginning of the within described tract; Thence continue North 20 degrees 06
minutes West along the aforesaid West right-of-way line 175.00 feet to the northeast corner
of a tract of land presently owned by James Cunningham, as the same is now established by
use; thence South 81 degrees 26 minutes West along the said North line of the Cunningham
property 376.08 feet; thence South 1 degree 40 minutes East 135.02 feet; thence North 88
degrees 20 minutes East 241.15 feet; thence North 83 degrees 54 minutes East 180.02 feet
to the place of beginning, containing 1.4820 acres, more or less.
Excepting therefrom:
A part of the Southeast Quarter of the Northwest Quarter of Section 7, Township 17 North,
Range 3 East, of the Second Principal Meridian, Hamilton County, Indiana, and being all that
part of the owner's land lying within the right of way lines depicted on the attached Right of
Way parcel Plat of Parcel 19, also described as follows:
Commencing from a stone at the southwest corner of the aforesaid Southeast quarter of the
Northwest Quarter of said Section 7, run on an assumed bearing of east along the south line
thereof a measured distance of 872.26 feet to the west right-of-way line of U.S. Highway
421, otherwise known as the Michigan Road, as the same is now established; thence North
20 degrees 06 minutes west along said westwardly right-of-way line a distance of 231.17 feet
to the place of beginning of the within described tract (the foregoing portion of this
description beginning with the words "from a stone" is quoted from Deed Record 362, page
394), said place of beginning being the southeast corner of the owners land; thence South 83
degrees 29 minutes 05 seconds West 4.419 meters (14.50 feet) along the southern line of the
owner's land; thence North 15 degrees 03 minutes 25 seconds West 25.370 meters (83.23
feet) to point "530" as shown on said Right of Way parcel Plat; thence Northwesterly 27.380
meters (89.83 feet) along an arc to the right and having a radius of 69639.938 meters
(228477.49 feet) and subtended by a long chord having a bearing of North 20 degrees 44
minutes 33 seconds West and a length of 27.380 meters (89.83 feet) to the northern line of
the owner's land; thence North 81 degrees 10 minutes 01 seconds East 1.799 meters(5.90
feet) along said northern line to said western boundary of U.S.R. 421; thence along said
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boundary Southeasterly 53.340 meters(175.00 feet) along an arc to the left and having a
radius of 69638.178 meters (228471.71 feet) and subtended by a long chord having bearing
of South 20 degrees 45 minutes 12 seconds East and a length of 53.340 meters (175.00 feet)
to the Place Of Beginning.
Parcel 2
:
Lot 1, Block 4, in Mayflower Park Secondary Final Plat for Lot 1 & Lot 2 of Block 4, a
subdivision in Hamilton County, Indiana, as per plat thereof, recorded September 12, 2000,
as Instrument 2000-45585, in the Office of the Recorder of Hamilton County, Indiana.
Excepting therefrom:
That part of the above-described real estate which lies within the following description:
A part of the Southwest Quarter and a part of the Northwest Quarter of Section 7, Township
17 North, Range 3 East, of the Second Principal Meridian, Hamilton County, Indiana, and
being all that part of the grantor's land lying within the right of way lines of Parcel 14A as
depicted on the attached Right of Way Parcel Plat, also described as follows:
Commencing at the southwest corner of the Southeast Quarter of said Northwest Quarter;
thence North 89 degrees 35 minutes 05 seconds East 112.339 meters (368.56 feet) (367.43
feet by Instrument 9709725450) along the South line of said quarter-quarter section to the
eastern line of a tract conveyed by Mayflower Office Building, LLC to Resort
Condominiums International, LLC as recorded by Instrument 9809839558 in the Office of
the Recorder of Hamilton County, Indiana; thence continuing North 89 degrees 35 minutes
05 seconds East 169.871 meters (557.32 feet) (556.92 feet by Instrument 9709725450) along
said south line to the centerline of U.S.R. 421 (incorrectly called out as westerly right of way
by Instrument 9709725450); thence South 89 degrees 35 minutes 05 seconds West 16.262
meters (53.35 feet) along said south line to the southwestern boundary of U.S.R. 421 and the
POINT OF BEGINNING of this description; thence South 20 degrees 50 minutes 34 seconds
East 22.758 meters (74.67 feet) along said boundary to the north line of said Resort
Condominiums International LLC tract; thence South 89 degrees 35 minutes 05 seconds
West 5.079 meters (16.66 feet) along said north line; thence Northwesterly 87.777
meter(287.98 feet) along an arc to the right and having a radius of 69642.131 meters
(228484.68 feet) and subtended by a long chord having a bearing of North 20 degrees 48
minutes 52 seconds West and a length of 87.777 meters (287.98 feet) to point "529" as
shown on said Right of Way Parcel Plat; thence North 15 degrees 03 minutes 41 seconds
West 4.787 meters (15.71 feet) to the north line of said grantor's land; thence North 83
degrees 29 minutes 05 seconds East 4.419 meters (14.50 feet) along said north line to the
southwestern boundary of U.S.R. 421; thence along said boundary Southeasterly 70.461
meters (231.17 feet) along an arc to the left and having a radius of 69637.371 meters
(228469.07 feet) and subtended by a long chord having a bearing of South 20 degrees 48
minutes 16 seconds East and a length of 70.461 meters (231.17 feet) to the Point Of
Beginning.
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EXHIBIT B
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