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HomeMy WebLinkAboutNASH BUILDING D - Agreement for Payment in Addition to Taxes - First Component- 7/18/2013 AGREEMENT FOR PAYMENT IN ADDITION TO TAXES First Component-Nash This Agree ent for Payment in Addition to Taxes(First Component-Nash)(the"Agreement"), executed this tag day of v' ,2013, by and between The City of Carmel Redevelopment Commission ("CRC") and CCC Nash, LLC ( CCC Nash"), Witnesses: Recitals WHEREAS,CRC,CCC,and CCC Nash have executed the Project Agreement,which applies with respect to the First Component Site; WHEREAS, this Agreement is the "FC Taxpayer Agreement" required to be executed pursuant to the Project Agreement; and WHEREAS, CRC and CCC Nash desire to enter into this Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and CCC Nash agree as follows: 1. Definitions. Applicable Rate shall mean the tax rate that is or would be used for purposes of determining the Real Estate Taxes. Assessed Value shall mean the value of all or a portion of the First Component, as assessed by the Taxing Authorities for the purpose of determining Real Estate Taxes. Bonds shall mean the City of Carmel,Indiana, Redevelopment Authority Lease Rental Revenue Multipurpose Bonds Series 2012A and 2012B (Taxable) issued December 27, 2012. CCC shall mean Carmel City Center, LLC. City shall mean the City of Carmel, Indiana. Cure Period shall mean a period of 30 days after CCC Nash receives notice specifying the nature of a failure by CCC Nash to observe or perform any term or condition of this Agreement to be observed or performed by it; provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30 day period shall be extended as reasonably may be necessary for CCC Nash to remedy the failure, so long as CCC Nash: (a)commences to remedy the failure within the 30 day period; and (b) diligently pursues such remedy to completion. Event of Default shall have the meaning set forth in Subsection 5(a). FC Increment shall mean the allocated property tax proceeds (i.e., the "increment") that, pursuant to IC §36-7-14-9, are generated from ad valorem real property taxes levied or imposed on or against the First Component Site as a result of the construction of the Nash Building. The FC Increment is the portion of the "New Improvements Increment" under the Remainder Project Agreement that is attributable to the First Component. FC Increment Estimate shall mean the estimated annual FC Increment, as set forth on Exhibit B. The FC Increment Estimate has been approved pursuant to the Project Agreement. First Component shall mean the Nash Building and the Garage, all as generally shown on the site plan attached to the Project Agreement. The First Component is: (a) the "First Component" under the Project Agreement; and (b) a "Component" under the Remainder Project Agreement. First Component Site shall mean that certain real estate delineated as the "First Component Site" on Exhibit A-1, and more particularly described on Exhibit A-2. The First Component Site: (a) is the "First Component Site" under the Project Agreement; and (b) comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Garage shall mean an underground parking facility to be constructed on the First Component Site pursuant to the Project Agreement, together with garage entrances and exits, ramps and drives, elevator lobbies, and related facilities. The Garage is: (a) the"Garage" under the Project Agreement; and (b) a "Parking Facility", a "Public Improvement", and a "Financed Improvement" under the Remainder Project Agreement. Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and/or decrees. Letter of Credit shall mean a letter of credit issued for the benefit of CRC: (a)by an institution that reasonably is satisfactory to CRC and CCC Nash (which may include, without limitation, a bank holding company, a financial holding company, or a thrift holding company); (b) in an amount that reasonably is satisfactory to CRC and CCC Nash; (c) that has a term of not less than one year; and (d) otherwise is on terms and conditions that reasonably are acceptable to CRC and CCC Nash. Nash Building shall mean a multi-story building and related facilities to be constructed on the First Component Site, which building will house retail facilities, dining options, offices, and/or residential facilities. The Nash Building is: (a) the"Nash Building" under the Project Agreement; and (b) a "Building", and a "New Improvement", under the Remainder Project Agreement. Non-Payment Lien shall mean a lien against the First Component Site in the amount of all delinquent PIATT Payments, together with the interest that has accrued thereon, which lien shall be similar in type to a lien for real estate taxes (including that such lien shall have the same priority as a lien for real estate taxes). Accordingly,each Non-Payment Lien shall be prior to any mortgage or other lien or encumbrance on the First Component Site, other than the lien of current Real Estate Taxes not delinquent. PIATT Payment shall mean a payment in an annual amount determined pursuant to Subsection 3(b),which payment shall be made in equal semi-annual installments in accordance with Subsection 3(c). Project Agreement shall mean that certain Project Agreement(First Component)(As Amended)executed by and between CRC, CCC, and CCC Nash and dated December 27, 2012. Projected Applicable Rate shall mean the projected rate to be used for purposes of determining the Real Estate Taxes, as set forth in the FC Increment Estimate. Projected Assessed Value shall mean the projected assessed value of the First Component, as set forth in the FC Increment Estimate. Real Estate Taxes shall mean all ad valorem real estate taxes that are or would be levied, imposed, or charged on, against, for, or with respect to, all or a portion of the First Component by or for all Taxing Authorities, assuming application of the Applicable Rate to the Assessed Value without any credits, exemptions, deductions, or other reductions. All taxes, assessments, levies, impositions, duties, imposts, fees, contributions, and charges of any nature that, in whole or in part, are or would be levied, imposed, or charged in substitution or replacement for or of ad valorem real estate taxes shall be deemed to be "Real Estate Taxes" for all purposes, notwithstanding the denomination or characterization of such taxes, Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 5\Parcel 5-Nash 08Jul13 Building-1st Component\PILOT Agreement\PIATT Agreement.v5.wpd -2- assessments, levies, impositions, duties, imposts, fees, contributions, or charges. Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) executed by and among CRC, CCC, and Village Housing Corporation and dated December 7, 2011. Taxing Authority shall mean the State of Indiana or any county,township,school corporation,library district, special district, municipality, or other governmental agency or authority in or of the State of Indiana, including, without limitation and when applicable, the City. Term shall mean the period set forth in Section 2. 2. Term. The"Term"of this Agreement shall: (a)commence on the date hereof; and (b)expire on the first to occur of: (i) February 1, 2038; or (ii) the date on which the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or"taken out" in full. 3. Payments. (a) Obligation. If, at any time during or after the first year with respect to which Exhibit B reflects an FC Increment Estimate, the First Component does not generate the amount of the FC Increment projected by the FC Increment Estimate to be generated, then CCC Nash shall make the PIATT Payments to CRC. (b) Amount. The annual amount of each PIATT Payment shall be equal to the difference between: (i) the FC Increment Estimate for such year; and (ii) the FC Increment actually generated for such year. Accordingly, as set forth in the Project Agreement, CCC Nash in effect is "guaranteeing" the FC Increment Estimate. (c) Date Due. For any year during which a PIATT Payment is due, such PIATT Payment shall be paid in semi-annual installments on June 15 and December 15 of such year. (d) Recovery. If, at any time after CCC Nash has made a PIATT Payment, the First Component generates FC Increment in excess of the amount projected by the FC Increment Estimate to be generated,then,with respect to an amount equal to the lesser of: (i) the total aggregate amount of the PIATT Payments previously made by CCC Nash; or (ii) the amount of the excess FC Increment; CRC shall maintain such amount in its accounting records as a reserve against which future due PIATT Payments shall be credited until such time as the reserve is reduced to zero; provided that, to the extent that such reserve is not reduced to zero, the remaining amounts shall belong to, and be the property of, CRC. 4. Appeal Prohibition. During the Term, CCC Nash shall not: (a) challenge or appeal the Assessed Value and/or the Applicable Rate, to the extent that such challenge or appeal would cause the Assessed Value and/or the Applicable Rate to be less than the Projected Assessed Value and/or the Projected Applicable Rate, respectively; or(b)take any director indirect steps or actions(including, without limitation, contacting or influencing Taxing Authorities) that would cause the Assessed Value and/or the Applicable Rate to be less than the Projected Assessed Value and/or the Projected Applicable Rate, respectively. 5. Defaults and Remedies. (a) Events of Default. It shall be an "Event of Default" if CCC Nash fails to perform or observe any term or condition of this Agreement to be performed or observed by it: (i) with respect to the obligation to pay money, if such failure is not cured within ten days after such payment is due; and (ii)with respect to any other obligation, if such failure is not cured within Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 5\Parcel 5-Nash 08Jult3 Building-1st Component\PILOT Agreement\PIATT Agreement.v5.wpd -3- the Cure Period. All delinquent PIATT Payments shall: (i) bear interest at 12% per annum; and (ii) be Non-Payment Liens. (b) Letter of Credit. At any time when there is not a continuing Event of Default, CCC Nash may elect to post a Letter of Credit. If CCC Nash posts a Letter of Credit as permitted pursuant to this Subsection, then, during the term of such Letter of Credit, the terms and conditions of this Agreement with respect to Non-Payment Liens shall not apply. If: (i) CCC Nash has posted a Letter of Credit; and (ii) as of the date that is ten business days prior to the expiration of the term thereof, CCC Nash has not posted a replacement Letter of Credit; then the terms and conditions of this Agreement with respect to Non-Payment Liens once again shall apply until such time as CCC Nash posts a replacement Letter of Credit pursuant to this Subsection. (c) Remedies. Whenever an Event of Default occurs, CRC may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement, including,without limitation,foreclosing any Non-Payment Lien(or, if CCC Nash has posted a Letter of Credit such that the terms and conditions of this Agreement with respect to Non-Payment Liens do not apply, making a draw against the Letter of Credit); (ii) protect its rights under this Agreement; (Hi) enforce the performance or observance by CCC Nash of any term or condition of this Agreement(including, without limitation, the right to specifically enforce any such term or condition); or(iv)cure, for the account of CCC Nash, any failure of CCC Nash to perform or observe a material term or condition of this Agreement to be performed or observed by it. (d) Reimbursement. If CRC incurs any costs or expenses in connection with exercising its rights and remedies under, or enforcing, this Agreement, then CCC Nash shall reimburse CRC for all such costs and expenses(including, without limitation, attorneys'fees and other legal costs), together with interest at the rate of 12% per annum. (e) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, CRC is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated; instead, each and every such right or remedy shall be cumulative and in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by CRC to exercise any right or remedy upon any Event of Default shall impair any such right or remedy, or be construed to be a waiver thereof, and any such right or remedy may be exercised from time to time, and as often as may be deemed to be expedient. To entitle CRC to exercise any of its rights or remedies, it shall not be necessary for CRC to give notice to CCC Nash, other than such notice as may be required by this Section or by the Laws. 6. Indemnification. CCC Nash shall indemnify and hold harmless CRC from and against any and all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or connected with the breach by CCC Nash of any term or condition of this Agreement. The foregoing indemnification obligation of CCC Nash shall survive the expiration of the Term. 7. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b)sent by facsimile or email,with electronic confirmation of receipt;or(c)sent by national overnight delivery service,with confirmation of receipt, addressed as follows: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana 46032, Facsimile: 317-844-3498, email: lolds(carmel.in.gov, Attn: Les Olds, with a copy to: Karl P. Haas, Esq., Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, Facsimile:317-231-9900,email: kph@wshlaw.com;and to CCC Nash at 770 315 Avenue Southwest, Carmel, Indiana 46032, Facsimile: 317-587-0340, email: rbrown @pedcor.net, Attn: Ron Brown. Either party may change its address for notice from time to time. Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 5\Parcel 5-Nash 08Ju113 Building-1st Component\PILOT Agreement\PIATT Agreement.v5.wpd -4- 8. Authority. Each undersigned person executing this Agreement on behalf of CRC and CCC Nash represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of CRC and CCC Nash, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement have been authorized by CRC and CCC Nash, respectively. 9. Miscellaneous. This Agreement: (a)may be executed in separate counterparts, each of which shall be an original, but all of which together shall constitute a single instrument; (b) shall be governed by, and construed in accordance with, the laws of the State of Indiana; and (c) may be modified only by a written agreement signed by both CRC and CCC Nash. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. CCC Nash waives, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right CCC Nash may have to: (i) assert the doctrine of"forum non conveniens"; or (ii) object to venue. At the request either party, accompanied by execution copies, the other party shall execute and deliver a memorandum of this Agreement for recording. IN WITNESS WHEREOF,CRC and CCC Nash have executed this Agreement as of the date set forth above. THE CITY OF CARMEL REDEVr LOPMENT COI' MISSION By: A r 1 � // � r,i4i4 IA William Ham er, Pr— i•ent CCC NASH, LLC By: Ac-B-te%--2 o 770G= -� Dolores M. Krohne,Senior Vice-President Z\Documents\Shoup,Jenny\City of Carmel\Parcel 5\Parcel 5-Nash 08J5113 Building-1st Component\PILOT Agreement\PIATi Agreement.v5.wpd -5- INDEX TO EXHIBITS Exhibit A-1 First Component Site Depiction Exhibit A-2 First Component Site Description Exhibit B FC Increment Estimate Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 5\Parcel 5-Nash 08J511 3 Building-1st Component\PILOT Agreement\PIATT Agreement.v5.wpd -6- e,t.Vvit, IOU lA: - t N .,..',:. , • .• ... . . _ City Corttur Drive -.-- -':-:"'-:-:'---••']:::'• /::' ]]]'\ ' 1>.‘] t"- ' ..--\\.\\N\.\\.\\, :,.V.-:' ]::... •\ .' ./ ' •.].'.‘i],]].......-9!":"::::F7:::]!f]ii.C3 L-" 1._ , q,•-. ! , 4,,,,....,1,,_•::::,.:,---- t..1.___ui,.,.„. A -.71,- :I '::1 1,r----' 1 1 ,1 -1 '.1 ,I ir „ '•••••:.,•,-. \ P:E:: :::,-. 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'/)!,: !i''; 67n" First Component Depiction Exhibit A- Z Nash Land Description A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana; more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Quitclaim Deed granted to Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 821.00 feet along the East Line of said Northeast Quarter; thence North 90 degrees 00 minutes 00 seconds West 72.00 feet to the western right-of-way line of Range Line Road and the eastern line of said CCC tract,being the POINT OF BEGINNING of this description; thence South 00 degrees 13 minutes 54 seconds East 271.80 feet along said western right-of-way line and said eastern line to the southeastern corner thereof,being the northeastern corner of the 0.501-acre tract granted to the Cannel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 154.88 feet along the common line of said CCC and CRC tracts; thence North 00 degrees 00 minutes 00 seconds East 273.95 feet; thence South 90 degrees 00 minutes 00 seconds East 153.76 feet to the POINT OF BEGINNING, containing 42,108.6 square feet (0.967 acres), more or less. CITY OF CARMEL,INDIANA Based on NOI proforma for assessed value with a.05%annual increase. CARMEL CITY CENTER The Nash-Building 0 Assessed Values Increased at: 1.005 cue: - - 5 2;000,000 Prorata Share Apartment - Total Estimated of 1116 Retail:Current. Retail Fax Cur rent Assessed i,i Apartment Tax ..Real Estate Tax $185,145,000 Date Assessed Value, , -Revenue Value - ,_ Revenue. Revenue - Total Payment °SCR 2/1/2012 8/1/2012 - 1.8651% - 1.8651% - - - 2/1/2013 I - 15,51% 16551's - - ;/1/2013 1.aarss% - 1.965r% - - 36,992 2/1/2014 1.a651°s: 151,51% - - 41,91/ 8/.I/7014 I !.8651% - 186'.1% - - 49,821 2/1/2015 1sas1% - I5151-s - 40,867 8/1/2015 j £8,438 651x 12,761 2,650 643 8181 24,719 37,480 53,737 0.70 2/1/2016 1,368,438 1.8651% 12,761 2,650,643 1.86-51% 24,719 37,480 53,753 0.70 8/1/2016 2,736,877 5651% 25,523 5,301,286 1.8651% 49,437 74,960 59,704 1.26 2/1/2017 2,736,877 865t% 25,523 5,301,286 1.9681%1i 49,437 74,960 59,723 1.26 0/1/2017 2,750,561 1.8651% 25,650 5,327,793 t.851% 49,684 75,335 60,738 1.24 2/1/2018 2,750,.5 f,1 8651% 25,650 5,327.793 9681^F 49,684 75,335 60,713 1.24 8/1/2018 2,764,314 1.8651% 25,779 5,354,432 1.8651% 49,933 75,711 63,271. 1.20 -4� 2/1/2019 2,764,314 1.8681% 25,779 5,354,432 1.8651% 49,933 75,711 63,265 1.20 8/1/2019 2,778,136 1.8651% 25,908 5,381,204 1 8651% 50,182 76,090 65,292 1.17 p.) 2/1/2020 2,778,136 1.8651% 25,908 5,381,204 1.8651% 50,182 76,090 65,291 1.17 8/1/2020 2,792,026 1.86.51% 26,037 5,408,110 1.8651% 50,433 76,470 66,930 1.14 2/1/2021 2,792,026 1.8651% 26,037 5,408,110 8681% 50,433 76,470 66,920 1.14 8/1/2021 2,805,986 1.6681% 26,167 5,435,150 1.8681% 50,685 76,853 68,781 1.12 2/1/2022 2,805,986 1.8651% 26,167 5,435,150 1 8651% 50,685 76,853 68,826 1.12 57//2022 2,820,016 1.8651% 26,298 5,862,326 1.8651% 50,939 77,237 71,064 1.09 2/1/2023 2,820,016 1.8651% 26,298 5,462,326 1.5651% 50,939 77,237 71,046 1.09 Q 8/1/2023 2,834,117 1.8651% 26,430 5,489,638 1.8651% 51,194 77,623 67,430 1.15 i 3 V 2/1/2024 2,834,117 1.8651% 26,430 5,489,638 1.8651% 51,194 77,623 67,413 1.15 8/1/2024 2,848,287 1.8551% 26,562 5,517,086 1.8651% 51,450 78,011 66,057 1-18 2/1/2025 2,848,287 1.8551% 26,562 5,517,086 1.8651% 51,450 78,011 66,055 1.18 8/1/2025 2,862,529 1.8651% 26,695 5,544,671 1.8651% 51,707 78,401 68,268 1.15 2/1/2026 2,862,529 1.8651% 26,695 5,544,671 1.8651% 51,707 78,401 68,274 1.15 8/1/2026 2,876,841 1.8651% 26,828 5,572,395 1.8651% 51,965 78,793 69,893 1.13 2/1/2027 2,876,841 1.8651% 26,828 5,572,395 1 8651% 51,965 78,793 69,917 1.13 8/1/2027 2,891,225 1.8651% 26,962 5,600,257 1.86.51% 52,225 79,187 69,444 1.14 2/1/2028 2,891,225 1.8651% 26,962 5,600,257 1 8651% 52,225 79,187 69,450 1.14 8/1/2028 2,905,682 1.8651% 27,097 5,628,258 1.8651% 52,486 79,583 69,007 1.15 2/1/2029 2,905,682 1.8651% 27,097 5,628,258 1.8651% 52,486 79,583 69,040 1.15 8/1/2029 2,920,210 1.8551% 27,232 5,656,399 1.8511% 52,749 79,981 56,461 1.42 2/1/2030 2,920,210 1.8681% 27,232 5,656,399 1 8651% 52,749 79,981 56,427 1.42 8/1/2030 2,934,811 1.8651% 27,369 5,684,681 1.8651% 53,012 80,381 50,383 1.60 2/1/2031 2,934,811 1.8651% 27,369 5,684,681 1.8651% 53,012 80,381 50,385 1.60 8/1/2031 2,949,485 1.8651% 27,505 5,713,105 1.8651% 53,278 80,783 50,373 1.60 2/1/2032 2,949,485 1.8651% 27,505 5,713,105 1.8551% 53,278 80,783 50,348 1.60 8/1/2032 2,964,232 1.8651% 27,643 5,741,670 1.8651% 53,544 81,187 49,281 1.65 2/1/2033 2,964,232 1.8651% 27,643 5,741,670 1.8651% 53,544 81,187 8/1/2033 2,979,054 1.8651% 27,781 5,770,378 1.8651% 53,812 81,593 2/1/2034 2,979,054 1.8651% 27,781 5,770,378 1.8651% 53,812 81,593 8/1/2034 2,993,949 1.8651% 27,920 5,799,230 1.8611% 54,081 82,001 1,012,373 1,960,949 2,973,322 2,381,558 EXHIBIT B Page 2 If, for any given year, the FC Increment Estimate, as set forth on Page 1 of this Exhibit B, is insufficient to pay debt service on $2,000,000 of the Bonds at the interest rate applicable with respect to the Bonds (as set forth in the second to last column on Page 1 of this Exhibit B), then the FC Increment Estimate for such year shall be increased to be the lesser of: (a) the amount of the debt service on $2,000,000 of the Bonds at the interest rate applicable with respect to the Bonds; or (b) a 1% increase over the FC Increment Estimate set forth for the previous year.