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HomeMy WebLinkAboutProposal for Purchase PROPOSAL FOR PURCHASE NAME: Purchase of Redevelopment Parcel No. 8. BIDDER'S PRICE: $ 20,000 BIDDER'S DEPOSIT: $1,000 BIDDER'S NAME: PPF Ai•SLI at Old Town Carmel LLC _ (Corporate Name or Authorized Representative) BIDDER'S ADDRESS: 125 South Wacker Drive., Suite 3100, Chicago, IL 60606 The undersigned,the Executive Diraf_ * (the "Bidder")having familiarized itself with the present conditions of the Redevelopment Parcel,offers to purchase from CRC The Redevelopment Parcel for the sum of$ 20,000 , and tenders herewith an earnest money deposit of$1,000 (the "Deposit"); provided that: (a) if this offer is not accepted within 60 days after its receipt by CRC,then Bidder shall have the right to withdraw this offer and to secure the return of the Deposit; and (b)if another offer for the Redevelopment Parcel is accepted by CRC,then CRC shall return the Deposit to Bidder within ten days after acceptance of such other offer. In submitting this offer it is understood that CRC reserves the right to reject this offer. If this offer is accepted,then,within 20 days after notification of such acceptance,Bidder shall execute a binding purchase agreement with CRC (the"Purchase Agreement"),which Purchase Agreement shall: (a) include the terms and conditions outlined in Exhibit E to the Bid Package; (b) commit Bidder to: (i)satisfy the Conditions for Sale;and (ii)fulfill the commitments made by Bidder in this offer;and (c)provide for the return or disposition of the Deposit. If Bidder fails to enter into the Purchase Agreement within a reasonable time,as determined by CRC, then CRC shall have the option of declaring the Deposit forfeited, as liquidated damages. If this offer is accepted,then title to the Redevelopment Parcel shall be held in the name of PPF AMLI at Old Town Carmel LLC Notice of the acceptance or rejection of this offer shall be deemed to be given or delivered if delivery is made in person or by: (a) electronic facsimile transmission to the number set forth below the signature of Bidder, with electronic confirmation of receipt; or (b) reputable overnight delivery service or certified mail, postage pre-paid, in either case, to the address set forth below the signature of Bidder, with return receipt requested. The undersigned certifies he or she is authorized to execute and deliver this offer on behalf of Bidder. Attached hereto and incorporated herein by reference are the following: Attachment A- Legal Description Attachment B - Project Description Attachment C - Statement of Bidder's Qualifications ** All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Notice of Sale of Real Estate for the Private Redevelopment of Redevelopment Parcel No. 8. *Morgan Stanley Real Estate Advisor, Inc. , on behalf of PPF AMLI at Old Town Carmel LLC **Attachment D - Proposed Change in Purchase Agreement IN WITNESS WHEREOF,the undersigned has executed this offer on behalf of Bidder as of this day of June, 2006 BIDDER: [signature page attached] By: Printed: Title: Address: c/o 125 S. Wacker Dr., Ste. 3100 C.hiedyo, IL 60606 Telephone No.: (312). 984--5039 (Fred Shapiro) Facsimile No.: (312) 984-6842 (Fred Shapiro) ACCEPTANCE This offer is accepted this day of , 2006. THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: -- Printed: Title: PPF AMLI AT OLD TOWN CARMEL LLC, a Delaware limited liability company By: PPF AMLI TRS LLC, a Delaware limited liability company, its sole member By: AMLI Residential Properties, L.P., a Delaware limited partnership, its sole member By: PPF AMLI Partners LLC, a Delaware limited liability company, its sole general partner By: PPF Multifamily,LLC, a Delaware limited liability company, its Manager By: PPF OP, LP, a Delaware limited partnership,its sole member By: PPF OPGP, LLC, a Delaware limited liability company,its sole general partner By: Prime Property Fund, LLC, a Delaware limited liability company, its sole member By: Morgan S . ley Real Estate Advisor, n• , a Dela, are corpo :tion, its an. n er By: Printed N. 1e: Iy� . b Ste' Executive Director ATTACHMENT A Parcel I: Lots Numbered 1, 14, part of Lots Numbered 2 and 13 and the first alley South of Main Street which extends between 2nd Avenue S. W. and the railroad (now vacated by an order recorded April 30, 1976, in Miscellaneous Record 148, page 595, in the Office of the Recorder of Hamilton County,Indiana) in Ira Mendenhall's Addition to Bethlehem(now Carmel, Indiana) the plat of which is recorded in Deed Record 23, page 81, in the Office of the Recorder of Hamilton County, Indiana, more particularly described as follows: Beginning at the Northeast corner of Lot Numbered 1 in the Mendenhall's Addition to Bethlehem (now Cannel, Indiana); thence South on the East line of Lot 1,the Southerly prolongation thereof and the East line of Lot Numbered 14 a distance of 279 feet to the Southeast corner of said Lot 14; thence Westerly on the South line of said Lot 14 and the South line of Lot 13 a distance of 127.3 feet to a point that is 21.00 feet East of the centerline of the main track of the Monon Railroad; thence North parallel with said centerline 279 feet to the North line of Lot 2 in said Ira Mendenhall's Addition; thence Easterly on said North line and the North line of Lot 1 aforesaid a distance of 131.0 feet to the Beginning Point. Together with the west half of 2nd Avenue SW extending between 1st Street SW and Main Street east of and adjacent to Lot 1 and Lot 14,heretofore vacated by proceedings under Ordinance No. D-1460-00 as set out in a transcript recorded March 21,2002, as Instrument No. 2002-21967. Parcel II: That part of Lot Number Three (3) and Lot Number Four(4) in Carey's Addition (an unrecorded addition)to the Town of Cannel, Indiana, and part of the Southeast Quarter of Section 25, Township 18 North, Range 3 East more specifically described as follows: Tract#1: Beginning Thirty-five (35) rods West and One hundred thirty-two (132) feet South of the Northeast corner of said Quarter Section, thence South Twenty-four(24) feet,thence East parallel with the North line of said Quarter Section Fifty-two (52) feet, thence North Twenty- four(24)feet,thence East parallel with the North line of said Quarter Section Fifty-two (52)feet to the place of beginning. Tract#2: Beginning Thirty-five(35) rods West and One hundred Fifteen(115) feet South of the Northeast corner of said Quarter Section, and run thence South Seventeen(17) feet, East Fifty- two feet,North Seventeen (17)feet and West Fifty-two (52) feet to the place of beginning. Tract#3: Beginning Thirty-five (35) rods West of the Northeast corner of said Southeast Quarter and run thence South One hundred Fifteen(115) feet;thence East Fifty-two(52) feet; thence North One hundred fifteen(115)feet; thence West Fifty-two(52) feet to the place of beginning. Tract#4: Beginning Twenty-eight rods (28) Eleven and One-half(11-1/2)feet West of the Northeast corner of said Quarter Section run West Fifty-two (52) feet, South One hundred fifty- six (156) feet East Fifty-two (52) feet,North One hundred fifty-six(156) feet to the place of beginning. BDDBOI 4431016v1 Tract#5: Part of the Southeast Quarter of Section 25, Township 18 North,Range 3 East, located in the Clay Township, Hamilton County,Indiana, being more specifically described as follows: Beginning at a point on the North line of the Southeast Quarter of Section 25, Township 18 North, Range 3 East, said place of beginning being South 89 degrees 01 minute 00 seconds West (assumed bearing)406.50 feet from the Northeast corner of said Southeast Quarter; thence South 00 degrees 00 minutes 00 seconds 156.17 feet parallel with the East line of said Southeast Quarter; thence South 89 degrees 01 minute 00 seconds West 52.00 feet; thence North 00 degrees 00 minutes 00 seconds 156.17 feet to a point on the North line of said Southeast Quarter; thence North 89 degrees 01 minute 00 seconds East 52.00 feet to the place of beginning. Tract#6: Part of the Southeast Quarter of Section 25, Township 18 North, Range 3 East, in Hamilton County,Indiana, bounded and described as follows; Commencing Thirty-Five rods West, and Ten rods and Five feet South of the Northeast corner of said Quarter Section,thence running South One Hundred Twenty-Eight feet, thence West One Hundred and Four feet, to the place of beginning,and being known as Lots 5 and 6 Carey's Addition to Carmel. Tract#7: Part of the Southeast Quarter of Section 25, Township 18 North,Range 3 East in Hamilton County,Indiana, and more particularly described as follows: Beginning 24 rods, 10 1/2 feet West and 10 rods 9 feet South of the Northeast corner of the Southeast Quarter of said Section 25, Township 18 North, Range 3 East,run thence South 126 feet, thence West 52 feet, thence North 126 feet, thence East 52 feet to the place of beginning, except five feet off the entire East side thereof. And those alleys as vacated by Ordinance D-588, recorded as Instrument No. 88-11576, in the Office of the Recorder of Hamilton County,Indiana. Said Parcel II is more specifically described as follows: Part of the Southeast Quarter of Section 25, Township 18 North, Range 3 East, in Hamilton County, Indiana, described as follows: Beginning at a point on the North line of said Quarter Section being South 89 degrees 51 minutes 35 seconds West (assumed bearing) 406.50 feet from the Northeast Corner of said Quarter Section; thence South 00 degrees 51 minutes 36 seconds West,parallel with the East line of said Quarter Section, 174.00 feet; thence South 89 degrees 51 minutes 35 seconds West, parallel with said North line 5.00 feet;thence South 00 degrees 51 minutes 36 seconds West, parallel with said East line, 126.00 feet; thence South 89 degrees 51 minutes 35 seconds West, parallel with said North line, 47.00 feet; thence North 00 degrees 51 minutes 36 seconds East, parallel with said East line, 2.00 feet; thence South 89 degrees 51 minutes 35 seconds West,parallel with said North line 119.00 feet; thence North 00 degrees 51 minutes 36 seconds East,parallel with said East line,298.00 feet to a point on said North line; thence North 89 degrees 51 minutes 35 seconds East 171.00 feet to the Point Of Beginning. BDDBOI 4431016v1 Together with the east half of 2nd Avenue SW extending between 1s`Street SW and Main Street west of and adjacent to Tracts 1, 2, 3 and 6, heretofore vacated by proceedings under Ordinance No. D-1460-00 as set out in a transcript recorded March 21, 2002, as Instrument No. 2002-21967. Parcel III: Those rights reserved in that certain Deed and Covenants dated October 8, 1998, and recorded October 13, 1998, as Instrument No. 9809857717. BDDB01 4431016v1 Attachment B BIDDER INFORMATION 1. Attach evidence of the ability of Bidder to obtain the necessary financial resources to purchase the Redevelopment Parcel. This evidence should include:(a)the names and address of Bidder's equity investors; and(b)full financial statements with respect to Bidder and its principals. 2. Attach a description of the number and location of Similar Projects that Bidder currently owns and manages. 3. Attach information about the experience of Bidder and of the Bidder's Team with respect to the ownership and management of Similar Projects. This information should include the name and position of the person who will serve as a contact person with CRC. See Attachments B-1 (a) , B--1 (b) , B-2 and B-3. ATTACHMENT B-1(a) Name and Address of Bidder's Equity Investor PPF AMLI TRS LLC, a Delaware limited liability company, is the sole Member of Bidder Address: c/o Morgan Stanley Real Estate Advisor, Inc. 3424 Peachtree Road NE, Suite 800 Atlanta, GA 30326 BDDBOI 4431016v1 ATTACHMENT B-1(b) Financial Statement of Bidder and Its Equity Principal In accordance with discussions between Bidder's attorney, Mary Lisher, and CRC's attorney,Karl Haas, full financial statements of Bidder and/or its principal will be made available to CRC's attorney upon request. Any such financial statements provided to CRC's attorney shall,to the extent permitted by applicable law, be treated as confidential information. For purposes hereof, Bidder represents that it has net worth in excess of$12,500,000. BDDBOI 4431016v 1 ATTACHMENT B-2 Description of Similar Projects and Bidder's Experience with respect to Ownership and Management of Similar Projects Bidder is a part of AMLI Residential, one of the preeminent multifamily companies in the nation. AMLI Residential focuses on the development, acquisition and management of luxury apartment communities. AMLI Residential's current community portfolio accompanies this Attachment B-2. BDDBOI 4431016v 1 A V : c fl . . Al FIND .k PLACE TO LIVE RE£IOENT :-EF Ic.E uT %'ti I ,., C. .F:EEF1: JUNE 16 2006 Home > About AMLI > Community Portfolio Community Portfolio Atlanta, Georgia t,; YEAR YEAR NUMBER OF APARTMENT COMMUNITY LOCATION i= ACQUIRED COMPLETED APT. HOMES ::r'' ' I ra AMLI at Barrett Lakes Kennesaw,GA Developed 1997 446 t p }S {ll AMLI at Barrett Walk Kennesaw,GA Developed 2002 290 .t...�- *-';>.aw- :,:: AMLI at Clairmont Atlanta,GA 1998 1988 288 1a s:�, i AMLI at Kedron Village Peachtree City,GA Developed 2002 216 t Headquarters AMLI Residential AMLI at Lost Mountain Dallas,GA Developed 2000 164 125 S.Wacker Suite 3100 AMLI at McGinnis Ferry Suwanee,GA 2005 1999/2002 696 (3123-6 (312))44 443-1477 77 (312)279-7117 AMLI at Mill Creek Buford,GA Developed 2002 400 AMLI at Milton Park Alpharetta,GA Developed 2003 461 AMLI at North Briarcliff Atlanta,GA 2005 AMLI at Northwinds Alpharetta,GA Developed 1999 Boo AMLI at Park Creek Gainesville,GA Developed 1998 200 AMLI at Peachtree City Peachtree City,GA Developed 1998 312 AMLI at River Park Norcross,GA Developed 1997 222 AMLI at West Paces Atlanta,GA 1993 1992 337 AMLI at Windward Park Alpharetta,GA 1999 1999 328 TOTAL NUMBER OF ATLANTA APARTMENT HOMES -STABILIZED: 5,160 Austin, Texas APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI Downtown Austin,TX 2Q/02 1Q/05 220 AMLI at Lantana Hills Austin,TX 2005 264 AMLI at Lantana Ridge Austin,TX 1997 1997 354 AMLI at Monterey Oaks Austin,TX Developed 2000 430 AMLI at Scofield Ridge Austin,TX 2000 2000 487 AMLI at Stonehollow Austin,TX 1997 2000 606 ' TOTAL NUMBER OF AUSTIN APARTMENT HOMES - STABILIZED: 2,361 Chicago, Illinois APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI at Canterfield West Dundee,IL 2004 2001 352 AMLI at Chevy Chase Buffalo Grove,IL 1996 1988 592 AMLI at Danada Farms Wheaton,IL 1997 1989/1991 600 AMLI at Kirkland Crossing Aurora,IL 2004 2004 266 AMLI at Naperville Naperville,IL 2006 440 AMLI at Oakhurst North Aurora,IL Developed 2000 464 AMLI at Osprey Lake Gurnee,IL 1997/1999 2001 483 AMLI at River Run Naperville,IL 2004 2003 206 AMLI at Seven Bridges Woodridge,IL 3Q101 3Q/o4 520 AMLI at St.Charles St.Charles,IL Developed 2000 400 AMLI at Windbrooke Buffalo Grove,IL 1987 1R95 236 TOTAL NUMBER OF CHICAGO APARTMENT HOMES -STABILIZED: 4,559 Dallas, Texas APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT.HOMES AMLI 7th Street Station Ft.Worth,TX 2002 2000 189 AMLI at Bishops Gate Plano,TX 1997 1997 266 a AMLI at Breckinridge Point Richardson,TX 1999 2000 440 AMLI at Bryan Place Dallas,TX 2002 1999 420 AMLI at Cityplace Dallas,TX 2005 244 AMLI at Deerfield Plano,TX Developed 1999 240 AMLI on Frankford Dallas,TX 2000 1998 582 AMLI Knox-Henderson Dallas,TX 2003 1994 180 AMLI at Oak Bend Lewisville,TX 1997 1999 426 AMLI on the Green Fort Worth,TX 1990/1993 1994 424 AMLI on the Parkway Dallas,TX Developed 1999 240 AMLI at Prestonwood Hills Plano,TX 1997 1999 272 AMLI at Stonebridge Ranch Mckinney,TX 1995 2001 250 AMLI Upper West Side Ft.Worth,TX 2002 2001 194 AMLI at Valley Ranch Irving,TX 1985 1990 460 TOTAL NUMBER OF DALLAS APARTMENT HOMES -STABILIZED: 4,827 Denver, Colorado YEAR YEAR NUMBER OF APARTMENT COMMUNITY LOCATION ACQUIRED COMPLETED APT. HOMES AMLI at Gateway Park Denver,CO 2000 2000 328 AMLI at Lowry Estates Denver,CO 2000 2000 414 AMLI at Lowry Park Denver,CO Manage Only 2001 600 AMLI at Park Meadows Littleton,CO 2002 2001 518 AMLI at Westcliff Westminster,CO 2004 372 TOTAL NUMBER OF DENVER APARTMENT HOMES -STABILIZED: 2,232 Southeast Florida APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI at Ibis West Palm Beach,FL 2004 2001 234 TOTAL NUMBER OF SOUTHEAST FLORIDA APARTMENT HOMES -STABILIZED: 234 Houston, Texas APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI on Eldridge Parkway Houston,TX 2004 1998/1999 668 AMLI at the Medical Center Houston,TX 2001 2000 334 AMLI Memorial Heights Houston,TX 2005 2002 38o AMLI Midtown Houston,TX 2000 1998 419 AMLI Towne Square Houston,TX 1999 2000 38o TOTAL NUMBER OF HOUSTON APARTMENT HOMES - STABILIZED: 2,181 Indianapolis, Indiana APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI Carmel Center Carmel,IN Developed 2003 322 AMLI at Conner Farms Fishers,IN 1997 1993 300 AMLI at Eagle Creek Indianapolis,IN 1998 1998 240 AMLI Old Town Carmel Carmel,IN 1Q/o3 3Q/04 91 AMLI at Riverbend Indianapolis,IN 1983/1985 1992/1993 996 AMLI on Spring Mill Carmel,IN 1997 2000 400 TOTAL NUMBER OF INDIANAPOLIS APARTMENT HOMES - STABILIZED: 2,349 Kansas City, Kansas APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI at Cambridge Square Overland Park,KS Developed 2002 408 AMLI Creekside Overland Park,KS Developed 2000 224 AMLI at Lexington Farms Overland Park,KS 1998 1998 404 AMLI at Summit Ridge Lee's Summit,MO Developed 2001 432 AMLI at Wynnewood Farms Overland Park,KS Developed 200o 232 TOTAL NUMBER OF KANSAS CITY APARTMENT HOMES -STABILIZED: 1,700 Seattle, Washington APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES AMLI at Bellevue Park Bellevue,WA 227 TOTAL NUMBER OF APARTMENT HOMES - STABILIZED: 227 Southern California APARTMENT COMMUNITY LOCATION YEAR YEAR NUMBER OF ACQUIRED COMPLETED APT. HOMES Rancho Cucamonga, AMLI at Empire Lakes CA 521 TOTAL NUMBER OF APARTMENT HOMES - STABILIZED: 521 Total Number of Apartment Homes-Stabilized: 26,H51 Communities in lease-up or under development YEAR YEAR NUMBER OF APARTMENT COMMUNITY LOCATION ACQUIRED COMPLETED APT. HOMES AMLI at Museum Gardens Vernon Hills,IL 2Q/o3 1Q/o6 294 Total Number of Apartment Homes-Development: 294 CJ. ©2005 AMLI Residential.All rights reserved. Legal I Privacy Statement I Site Map I Contact Us ATTACHMENT B-3 Property Management Property Manager: AMLI Management Company Principal Contact with CRC: Ross Odland Vice President- Portfolio Management Phone: 312/984-6804 BDDB01 4431016v1 • Attachment C STATEMENT OF BIDDER'S QUALIFICATIONS 1. Name of Bidder: PPF 'I at Old Town Camel LLC 2. Permanent address of Bidder: 125 South Wacker Dr. , Ste. 3100, Chicago, IL 60606 3. If Bidder is not an individual doing business under his or her ow_own name,then the Bidder has the status indicated below and is organized or is operating under the laws of Delaware A corporation A non-profit or charitable institution or corporation X A partnership or limited liability company A business association or a joint venture A trust A Federal, State, or local government or instrumentality thereof Other(explain) 4. Is Bidder a subsidiary of, or affiliated with, any other corporation or any other firm or firms? Yes X No If yes: (a) attach a list of the name and address of each such corporation or firm by name and address; (b) specify the relationship of each such corporation or firm with Bidder; and (c) identify the officers and directors or trustees common to Bidder and such other corporation or firm. See Attachment C-4 5. If Bidder is not an individual or a Federal, State, or local government instrumentality,thereof, state Bidder's date and place of organization: Delaware — date of org.: February. 7, 2006 6. Attach a statement of the names, addresses,titles or positions (if any), and nature and extent of the interest of the following: (a) If Bidder is a corporation, the officers,directors,or trustees, and each stockholder owning more than 10% of any class of stock; (b) If Bidder is a non-profit or charitable institution or corporation, the members who constitute the board of trustees,the board of directors, or a similar governing body; (c) If Bidder is a partnership or limited liability company, each partner, member, or manager, and either the percent of interest or a description of the character and extent of interest of each partner or member; (d) If Bidder is a business association or a joint venture,each participant and either the percent of interest or a description of the character and extent of interest of each participant; (e) If Bidder is a trust,each beneficiary and each settler empowered to revoke or modify the trust; and (f) If Bidder is some other entity,the officers,members of the governing body,and each person having an interest of more than 10%. See Attachment C-6 ATTACHMENT C-4 Affiliates Names and Relationship: See attached Property Ownership Structure Chart Address of all affiliates other than AMLI Residential Properties, L.P.: c/o Morgan Stanley Real Estate Advisor, Inc. 3424 Peachtree Road,NE, Suite 800 Atlanta, GA 30326 Address of AMLI Residential Properties, L.P.: 125 South Wacker Drive, Suite 3100 Chicago, IL 60606 BDDB01 4431016v1 Property Ownership Structure Chart Prime Property Fund,LLC manager y Real Advisor,Inc. Indianapolis, Indiana ' (DE) PPF OPGP,LLC EDE) '99%1P [ 1%GP PPF OP,LP f 4DE) It00% Morgan Stanley Asset PPF Multifamily,LLC Funding Inc. (DE) (DE) Manager Me Member BM Pretened , PPF AMU Acquisition!LC Member Manager ' 100% (DE) PPF AMLI Partners LLC (OE) 99.9%LP • .1%GP . AMLI Residential Properties,L.P. Imo) • 1100% 100% AMILI Instelogontal CORE PPF AMLI TRS LLC MI (DE) i 1100% 1100% 11009E 1100% 1100% 99.99613P 0.1%LP PPF MALI r PPF AMLI LLC . PPF AMU at Old , • Castle AMU I PPF AMU r at Cannel Center LLC Spring Mill LLC . Town Cannel LiC Castle Creek LLC� Lake Geometer liC met PEI IC) l ME) ATTACHMENT C-6 Identification of Sole Member Sole Member: PPF AMLI TRS LLC a Delaware limited liability company Interest: 100% BDDBOI 4431016v1 ATTACHMENT D Proposed Change in Purchase Agreement Bidder is the successor by assignment to the Tenant under the Lease identified in the Notice of Sale. Pursuant to Section 18(b) of the Lease, if Bidder is the successful bidder, CRC and Bidder shall execute a termination of the Lease in lieu of the assignment and assumption of the Lease provided for in Exhibit E to the Bid Package. 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