Edward Rose Project - Edward Rose Properties Inc Summary
Reimbursement Agreement for Edward Rose Project
This is a reimbursement agreement with Edward Rose Properties, Inc. 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.
REIMBURSEMENT AGREEMENT
This Agreement, executed this 5 day of bCi7fua, 2014, by and between The
City of Carmel Redevelopment Commission ("CRC") and Edward R `Properties, Inc. ("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, 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&Thomburg
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 to 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.
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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dms.us.53570676.01
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.
6. Termination. If at any time the total amount of ED Area Costs meets or exceeds $7,500, then
CRC shall deliver written notice to Developer of the same. Upon delivery by CRC of such notice,
Developer may terminate this Agreement upon: (1) written notice to CRC of such termination; and (ii)
payment to CRC of all unpaid ED Area Costs incurred through the date of such termination notice, which
amount may be greater than $7,500. Upon a termination of this Agreement pursuant to the terms and
conditions of this Section 6, the Agreement immediately shall become void and of no further force and
effect,except for those provisions that expressly survive termination.
IN WITNESS WHEREOF, CRC and Developer have executed this Agreement as of the
day and year first written above.
CRC:
THE CITY OF CAR EDEVELOPMENT
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dms.us.53570676.01
EXHIBIT A
Depiction and/or Description of Parcels
PARCEL 1 (OM LAND HOLDINGS,LLCI
A PART OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 18 NORTH, RANGE 3 EAST, CLAY TOWNSHIP,
HAMILTON COUNTY, INDIANA,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 89 DEGREES 08 MINUTES
21 SECONDS WEST 1,036.75 FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE NORTHEAST CORNER
OF REAL ESTATE DESCRIBED IN INSTRUMENT NUMBER 2006-00033639 IN THE OFFICE OF THE RECORDER OF
HAMILTON COUNTY, INDIANA ALSO BEING THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 00
DEGREES 18 MINUTES 29 SECONDS EAST 279.88 FEET ALONG THE EAST LINE TO A POINT ON THE NORTH LINE OF
REAL ESTATE DESCRIBED IN INSTRUMENT NUMBER 2006-00033637 IN SAID RECORDERS OFFICE;THENCE NORTH 89
DEGREES 08 MINUTES 21 SECONDS EAST 754.18 FEET PARALLEL WITH SAID NORTH LINE TO THE WESTERLY RIGHT-
OF-WAY LINE OF OLD MERIDIAN STREET(FORMERLY U.S. HIGHWAY 31); THENCE SOUTH 35 DEGREES 39 MINUTES 16
SECONDS WEST 1,291.83 FEET ALONG SAID WESTERLY RIGHT-OF-WAY LINE TO THE SOUTH LINE OF THE NORTH HALF
OF THE SOUTHEAST QUARTER SECTION; THENCE SOUTH 89 DEGREES 05 MINUTES 47 SECONDS WEST 632.98 FEET
ALONG SAID SOUTH LINE TO THE WEST LINE OF THE 10 ACRE TRACT DESCRIBED IN INSTRUMENT NUMBER 2003-97403
IN SAID RECORDERS OFFICE; THENCE NORTH 00 DEGREES 12 MINUTES 48 SECONDS WEST 700.00 FEET PARALLEL
WITH THE EAST LINE OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER SECTION TO THE NORTH LINE OF
TRACT 7 DESCRIBED IN INSTRUMENT NUMBER 2006-00033643 IN SAID RECORDER'S OFFICE; THENCE NORTH 89
DEGREES 05 MINUTES 47 SECONDS EAST 309.02 FEET PARALLEL TO SAID SOUTH LINE TO THE WEST LINE OF TRACT
11 DESCRIBED IN INSTRUMENT NUMBER 2006-00033647 IS SAID RECORDER'S OFFICE;THENCE NORTH 00 DEGREES 53
MINUTES 21 SECONDS EAST 338.76 FEET ALONG SAID WEST LINE AND PROLONGED WEST LINE TO THE SOUTHWEST
CORNER OF TRACT 1 (AKA: TRACT 3 AS RECORDED IN INST. NO.: 1996-26849); THENCE NORTH 00 DEGREES 18
DEGREES 29 SECONDS WEST 279.88 FEET ALONG THE WEST LINE OF TRACT 1 AS DESCRIBED IN INSTRUMENT
NUMBER 2006-00033637 IN SAID RECORDER'S OFFICE TO THE NORTH LINE OF SAID QUARTER SECTION; THENCE
NORTH 89 DEGREES 08 MINUTES 21 SECONDS EAST 315.00 FEET ALONG SAID NORTH LINE TO THE PLACE OF
BEGINNING CONTAINING 23.624 ACRES,MORE OR LESS.
PARCEL 2(BOOMERANG DEVELOPMENT,LLCI
A PART OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 18 NORTH, RANGE 3 EAST, CLAY TOWNSHIP,
HAMILTON COUNTY, INDIANA,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID QUARTER SECTION; THENCE SOUTH 89 DEGREES 08 MINUTES
21 SECONDS WEST 1,351.75 FEET ALONG THE NORTH LINE OF SAID QUARTER SECTION TO THE NORTHEAST CORNER
OF REAL ESTATE DESCRIBED IN INSTRUMENT NUMBER 2005-00019281 IN THE OFFICE OF THE RECORDER OF
HAMILTON COUNTY, INDIANA ALSO BEING THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 00
DEGREES 18 MINUTES 29 SECONDS EAST 279.88 FEET ALONG THE WEST LINE TO A POINT ON THE NORTH LINE OF
REAL ESTATE DESCRIBED IN INSTRUMENT NUMBER 2006-00033637 IN SAID RECORDER'S OFFICE;THENCE SOUTH 00
DEGREES 53 MINUTES 21 SECONDS WEST 338.76 FEET ALONG SAID WEST LINE AND PROLONGED WEST LINE TO THE
SOUTHWEST CORNER OF TRACT 11 AS DESCRIBED IN INSTRUMENT NUMBER 2006-00033647 IN SAID RECORDER'S
OFFICE AND TO THE NORTH LINE OF REAL ESTATE DESCRIBED IN INSTRUMENT NUMBER 2006-00033643 IN SAID
RECORDER'S OFFICE;THENCE SOUTH 89 DEGREES 05 MINUTES 47 SECONDS WEST 309.02 FEET ALONG SAID NORTH
LINE TO THE WEST LINE OF A 10 ACRE TRACT; THENCE NORTH 00 DEGREES 12 MINUTES 48 SECONDS EAST 618.81
FEET ALONG SAID WEST LINE OF SAID 10 ACRE TRACT PARALLEL WITH THE WEST LINE OF THE NORTHEAST
QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION TO THE NORTH LINE OF SAID QUARTER QUARTER;
THENCE NORTH 89 DEGREES 08 MINUTES 21 SECONDS EAST 310.47 FEET ALONG SAID NORTH LINE TO THE TO THE
PLACE OF BEGINNING CONTAINING 4.421 ACRES,MORE OR LESS.
PARCEL 3(EDWARD ROSE PROPERTIES,INC.,
PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26,TOWNSHIP 18 NORTH, RANGE
3 EAST IN HAMILTON COUNTY, INDIANA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT A POINT IN THE NORTH LINE THEREOF A DISTANCE EAST 699 FEET OF THE NORTHWEST CORNER
THEREOF;THENCE PARALLEL WITH THE WEST LINE OF SAID QUARTER QUARTER SECTION SOUTH 00 DEGREES 10
MINUTES 07 SECONDS EAST 300.00 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID QUARTER QUARTER
SECTION NORTH 88 DEGREES 49 MINUTES 52 SECONDS EAST 161.47 FEET TO THE POINT OF BEGINNING;THENCE
CONTINUING ALONG SAID LINE A DISTANCE OF 141,13 TO THE WEST LINE OF 10 ACRES OFF THE EAST SIDE OF SAID
QUARTER QUARTER SECTION;THENCE PARALLEL WITH THE EAST LINE OF SAID QUARTER QUARTER SECTION AND
ALONG THE WEST LINE OF SAID 10 ACRES SOUTH 00 DEGREES 04 MINUTES 27 SECONDS EAST 113.10 FEET;
THENCE SOUTH 88 DEGREES 47 MINUTES 49 SECONDS WEST ALONG THE NORTH LINE OF THE RIGHT-OF-WAY OF
dms.us.53570676.01
FAIRFAX MANOR DRIVE A DISTANCE OF 138.88 FEET;THENCE NORTH 01 DEGREES 12 MINUTES 46 SECONDS WEST,
A DISTANCE OF 113.08 FEET TO THE POINT OF BEGINNING,CONTAINING 0,363 ACRES.
PARCEL 4(EDWARD ROSE PROPERTIES.INC.)
PART OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26,TOWNSHIP 18 NORTH,RANGE
3 EAST IN HAMILTON COUNTY,INDIANA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT A POINT IN THE NORTH LINE THEREOF A DISTANCE OF EAST 699 FEET OF THE NORTHWEST
CORNER THEREOF; THENCE PARALLEL WITH THE WEST LINE OF SAID QUARTER QUARTER SECTION SOUTH 00
DEGREES 10 MINUTES 07 SECONDS EAST 300.00 FEET; THENCE PARALLEL WITH THE NORTH'LINE OF SAID
QUARTER QUARTER SECTION NORTH 88 DEGREES 49 MINUTES 52 SECONDS EAST 302.59 FEET TO THE WEST LINE
OF 10 ACRES OFF THE EAST SIDE OF SAID QUARTER QUARTER SECTION;THENCE PARALLEL WITH THE EAST LINE
OF SAID QUARTER QUARTER SECTION AND ALONG THE WEST LINE OF SAID 10 ACRES SOUTH 00 DEGREES 04
MINUTES 27 SECONDS EAST, A DISTANCE OF 648.80 FEET; THENCE CONTINUING ALONG;SAID LINE SOUTH 00
DEGREES 04 MINUTES 27 SECONDS EAST,A DISTANCE OF 335.50 FEET; THENCE ALONG A.CURVE TO THE RIGHT,
HAVING A RADIUS OF 459.50 FEET, WITH A CENTRAL ANGLE OF 45 DEGREES 58 MINUTES 52 SECONDS (WHICH
CHORD BEARS NORTH 23 DEGREES 03 MINUTES 53 SECONDS WEST, A CHORD DISTANCE OF 358.94 FEED
THROUGH AN ARC DISTANCE OF 368.76 FEET; THENCE NORTH 00 DEGREES 04 MINUTES 27 SECONDS WEST, A
DISTANCE OF 5.09 FEET;THENCE NORTH 89 DEGREES 55 MINUTES 59 SECONDS EAST,A DISTANCE OF 140.20 FEET
TO THE POINT OF BEGINNING,CONTAINING 0.750 ACRES.
PARCEL S(HEATHCO)
PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SECTION TWENTY-SIX(26),TOWN EIGHTEEN(18)NORTH,
RANGE THREE(3)EAST,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING ATA POINT IN THE NORTH LINE THEREOF DISTANT EAST SIX HUNDRED NINETY-NINE(699)FEET OF THE
NORTHWEST CORNER THEREOF,THENCE SOUTH THREE HUNDRED(300)FEET,THENCE EAST ONE HUNDRED(100)
FEET,THENCE NORTH THREE HUNDRED(300)FEET,THENCE WEST ONE HUNDRED(100)FEET TO THE PLACE OF
BEGINNING.
PARCEL 6(SIMMERMAN)
LAND IN HAMILTON COUNTY,STATE OF INDIANA,BEING PART OF THE WEST HALF OF THE SOUTHEAST QUARTER OF
SECTION 26,TOWNSHIP 18 NORTH,RANGE 3 EAST,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE THEREOF DISTANT EAST 799 FEET OF THE NORTHWEST CORNER
THEREOF;THENCE SOUTH 300 FEET,THENCE EAST 100 FEET,THENCE NORTH 300 FEET,THENCE WEST 100 FEET TO
THE PLACE OF BEGINNING.
dms.us.53570676.0I