Project Blue - 4148 96th Street LLC •
Summary
Reimbursement Agreement for Project Blue
This is a reimbursement agreement with 4148 96th Street LLC. It states that any
payments made by the CRC for purposes of considering and investigating the issuance of
tax increment financing bonds to assist with financing the improvements will be
reimbursed by the developer.
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REIMBURSEMENT AGREEMENT
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This Reimbursement Agreement (the "Agreement"), executed this !8 day of September,
2013, by and between The City of Carmel Redevelopment Commission ("CRC') and 4148 96th Street
LLC (the "Developer'),WITNESSES:
Recitals
WHEREAS, Developer is proposing a redevelopment project (the "Project") on the
parcels of land generally depicted and/or described on Exhibit A, attached hereto and incorporated herein
(the "Parcels");
WHEREAS, it is anticipated that, as part of the Project, significant infrastructure and/or
other public improvements will be required (the "Improvements");
WHEREAS, CRC has created an "Economic Development Area" comprised, among
others, of the Parcels (the "ED Area"), which ED Area permits the capture of tax increment from the ED
Area (the "Increment"), including the Parcels, to assist with financing the Improvements;
WHEREAS, Developer has requested that CRC consider and investigate the issuance of
tax increment financing bonds to assist with financing the completion of the Improvements (the "Bonds");
WHEREAS, based on Developer's: (a) proposal with respect to the Project; and (b)
commitments under this Agreement; CRC has agreed to consider and investigate the issuance of the
Bonds (the "Bond Issuance");
WHEREAS, should CRC decide to proceed with a Bond Issuance, then the transaction
encompassing the Bond Issuance and the purchase of the Bonds shall be the "Bond Transaction";
WHEREAS, in connection with considering and investigating the Bond Issuance (and, if
applicable, proceeding with the Bond Transaction); CRC may elect or be required to employ counsel and
advisors to:
(a) act as special counsel to CRC with respect to the Bond Issuance, and perform
related legal services, which counsel shall include, without limitation, Barnes &Thornburg
LLP and Wallack Somers & Haas, P.C. (the "Counsel");
(b) provide financial advisory services to CRC with respect to the ED Area and/or the
Bond Issuance (the "Financial Advisor");
(c) prepare any economic plans or reports required with respect to the ED Area
and/or the Bond Issuance (the "Plan Consultant");
(d) provide architectural, engineering, and other design services with respect to
CRC's and/or the City of Carmel's design of, and the plans and specifications for, the
Project and the Improvements, if any (the "Design Professionals"); and
(e) provide other services with respect to the Bond Issuance, including, without
limitation, providing the services of general counsel to CRC (the "Other Advisors");
WHEREAS, the Counsel, the Financial Advisor, the Plan Consultant, the Design
Professionals, and the Other Advisors, collectively, are the "ED Area Advisors";
WHEREAS, the services provided by the ED Area Advisors with respect to considering
the Bond Issuance (and, if applicable, proceeding with the Bond Transaction), collectively, are the "ED
Area Services";
WHEREAS, in connection with: (a) considering and investigating the Bond Issuance; and
(b) if applicable, proceeding with the Bond Transaction; CRC will incur certain costs, expenses, fees, and
charges, including, without limitation, costs, expenses, fees, and charges with respect to: (a) the
employment of the ED Area Advisors; (b) the performance by the ED Area Advisors of the ED Area
Services; (c) notices; (d) filings; and (e) photocopying (collectively, the "ED Area Costs");
WHEREAS, the ED Area Costs shall include costs, expenses, fees, and charges incurred
by CRC with respect to litigation that relates the Bonds, the Bond Issuance, the sale and purchase of the
Bonds, or any other step or action taken or completed in connection with the Bond Transaction;
WHEREAS, CRC has agreed to consider and investigate the Bond Issuance; on the
condition that Developer shall commit to pay(or reimburse CRC for) all ED Area Costs;
WHEREAS, Developer has committed to pay (or reimburse CRC for) all of the ED Area
Costs; and
WHEREAS, CRC and Developer 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 Developer agree as follows:
1. ED Area Costs. Regardless of the status of the Bond Transaction, within 15 days after receipt of
written demand accompanied by supporting bills, statements, or invoices approved by CRC (the
"Supporting Invoices"), Developer shall pay (or reimburse CRC for) all ED Area Costs; provided that
Developer shall not be obligated to pay (or reimburse CRC for) any ED Area Costs prior to the date on
which the applicable Supporting Invoice is due and payable. The obligation to pay (or reimburse CRC
for) the ED Area Costs shall apply even if, after consideration and/or investigation, CRC determines in
good faith not to proceed with the Bond Transaction. Commencing October 10, 2013, to the extent that
any ED Area Advisor that accrues or incurs costs or fees during a given month does not submit to
Developer a timely invoice for such costs or fees, CRC shall cause such ED Area Advisor to provide to
Developer monthly status updates of the aggregate costs and fees accrued or incurred through the prior
month end; provided that Developer acknowledges that no failure to provide such status updates shall
relieve Developer of any of its obligations hereunder.
2. Developer Reimbursement. If the Bond Transaction is consummated, then Developer shall be
reimbursed out of the Bond Proceeds for all of the ED Area Costs actually paid (or reimbursed) by
Developer to CRC and/or the ED Area Advisors prior to the closing of the Bond Transaction.
3. Failure. If Developer fails to pay (or reimburse CRC for) any ED Area Costs required to be paid
(or reimbursed) by Developer pursuant to the terms and conditions of this Agreement, then, in addition to
the amount of the ED Area Costs due and payable (or reimbursable) by Developer, Developer shall pay
to CRC: (a) interest at the rate 12% per annum on the delinquent payment (or reimbursement) from the
date due until the date paid in full; and (b) all costs and expenses incurred by CRC to collect the
delinquent payment (or reimbursement), together with the interest thereon (including, without limitation,
attorneys' fees and charges).
4. Advisors. The ED Area Advisors: (a) shall be employed by CRC; and (b) in their capacity as ED
Area Advisors, shall take their direction exclusively from CRC. All duties of the ED Area Advisors in the
performance of the ED Area Services shall be owed exclusively to CRC. At any time, CRC may replace
any ED Area Advisor, and such replacement shall be deemed to be an ED Area Advisor for purposes of
this Agreement.
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5. No Obligation. Nothing set forth in this Agreement shall be deemed to be an obligation of CRC
to proceed with the creation of the ED Area and/or the Bond Issuance. CRC may decide at any time in
good faith to cease: (a) considering and investigating the creation of the ED Area and/or the Bond
Issuance; or (b) proceeding with the creation of the ED Area and/or the Bond Issuance; and such a
decision shall have no impact or effect on the commitments and obligations of Developer under this
Agreement.
IN WITNESS WHEREOF, CRC and Developer have executed this Agreement as of the
day and year first written above.
CRC:
THE CITY OF CARME REDEVELOPMENT
COMMISSION
By: .s.1J11��1��i111�
Willliam Hammer, President
DEVELOPER:
4148 96TH STREET LLC
By:
Printed:
Title:
-3-
5. No Obligation. Nothing set forth in this Agreement shall be deemed to be an obligation of CRC
to proceed with the creation of the ED Area and/or the Bond Issuance. CRC may decide at any time in
good faith to cease: (a) considering and investigating the creation of the ED Area and/or the Bond
Issuance; or (b) proceeding with the creation of the ED Area and/or the Bond Issuance; and such a
decision shall have no impact or effect on the commitments and obligations of Developer under this
Agreement.
IN WITNESS WHEREOF, CRC and Developer have executed this Agreement as of the
day and year first written above.
CRC:
THE CITY OF CARMEL REDEVELOPMENT
COMMISSION
By:
Willliam Hammer, President
DEVELOPER:
4148 96th ST LLC �1 j
By: /�te�`
Printed: ✓-
/'
Title: /`�1 �•
-3-
II
EXHIBIT A
Depiction and/or Description of Parcels
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