Loading...
D-2176-14 Interlocal Agmt for Fire Facilities Financing, Construction and Maintenance/Stations #42 and #46 SPONSOR(s): Councilor(s) Carter,Finkam,Rider, Schleif, Seidensticker, Sharp and Snyder ORDINANCE D-2176-14 AN ORDINANCE OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA,APPROVING AND ADOPTING AN INTERLOCAL AGREEMENT FOR FIRE FACILITIES FINANCING, CONSTRUCTION AND MAINTENANCE This Agreement is by and between the City of Cannel, Indiana (the "City") and Clay Township of Hamilton County, Indiana (the"Township"), and shall be effective as of the date of recordation of this Agreement with the Hamilton County Recorder. DECLARATION OF PURPOSE WHEREAS,.the City and the Township(collectively the"Participants")have cooperated in the provision of firefighting and emergency response services in their respective jurisdictions through an annual Contract for Fire Protection between the City and the Township (the ".Fire Contract"); and WHEREAS,the Participants previously entered into an Interlocal Cooperation Agreement for Fire Station Financing,Construction and Maintenance for Stations#42 and#46,which agreement has served the citizens and taxpayers of the City and the Township well; and WHEREAS, the Participants have determined that there is a need for two additional fire station projects (the renovation or replacement of Station#43 and the replacement of Station#44), and the construction of a Fire Training,Repair Shop and Emergency Operations Command Center (Station#43,Station#44 and the Command Center collectively the"Facilities")to be constructed at the locations attached hereto as Exhibit "A" (the "Facility Sites") to serve the fire protection and emergency response needs in both the City and the Township; and • WHEREAS,it has been determined that the best interests of the citizens and taxpayers of the City and the Township would be served through the Participants acting jointly to finance,construct and maintain the Facilities as provided for in this Agreement; and • WHEREAS,as all residents of the City and Township will benefit from the construction of the Facilities, it has been determined by the Participants that the taxpayers of the City and the Township should share in the costs thereof through a uniform tax rate; and WHEREAS,I.C. 36-1-7 et seq. provides that a power that may be exercised by an Indiana political subdivision and by one or more other governmental entities maybe exercised jointly by the entities by entering into a written Interlocal Cooperation Agreement, and the Participants desire to enter into such an agreement to administer the financing, construction and maintenance of the Facilities. NOW THEREFORE, the parties hereto mutually agree as follows: 1 —�- 07/2432014 0154:42eC6:Po 10PGS Mary L. Clrder IN HAMILTON County IMMINIANNIMMIN Recorded as Presented ARTICLE I Joint Fire Facility Construction and Maintenance Board Section 1.1. Establishment of Joint Board. The Participants hereby establish a Joint Fire Facility Construction and Maintenance Board(the"Joint Board")which shall be responsible for the administration of the terms of this Agreement. The Joint Board shall constitute the joint board required by I.C. 36-1-7-3. Section 1.2. Membership. The Joint Board shall be composed of four(4)members,which shall include the executive of each of the Participants, or the executive's designee, and one (1) member of each of the legislative bodies of the Participants selected or appointed by the majority vote of each legislative body. Section 1.3. Term. The members of the Joint Board shall serve a term which coincides with the member's term as the executive or member of the legislative body of the Participant. Executive members of the Joint Board shall automatically be succeeded by their successors to the office of the executive of the Participant, and designees of the executive may be removed, appointed, or reappointed from time to time at the sole discretion of the executive. Appointees of the legislative body of a Participant shall serve until their successors are selected by the appointing authority and may be removed and replaced with or without cause at any time by a majority vote of the appointing legislative body. Section 1.4. Chair and Vice Chair. The executive of the Township (or his designee) shall serve as the Chair of the Joint Board. The executive of the City(or his designee) shall serve as the Vice Chair of the Joint Board. Section 1.5. Secretary. The Joint Board shall appoint a Secretary at the first meeting of each calendar year. The Joint Board Secretary shall report all official meetings of the Joint Board and shall make copies of the minutes of such meetings available to each Board member prior to the next regularly scheduled meeting. Section 1.6. Meetings. Meetings of the Joint Board may be called at any time by the Chair or the Vice Chair or by any two (2) members of the Joint Board. Section 1.7. Notice of Meetings. The provisions of the Indiana Open Door Law,I.C. 5-14- 1.5 et seq.shall apply to all meetings of the Joint Board,and compliance therewith shall be sufficient to satisfy all notice or other legal requirements under this Agreement. Section 1.8. Quorum and Voting. At any meeting of the Joint Board,the presence of at least three(3)members shall be necessary to constitute a quorum. Each member of the Joint Board shall have one (1)vote on all matters coming before the Board. Action by the Joint Board shall require 2 the affirmative vote of no less than three(3)members of the Joint Board acting at a properly called meeting at which a quorum is present. Section 1.9. Public Records. An official record of all meetings of the Joint Board shall be maintained in the principal office of the Township. Accurate memoranda of all meetings shall be kept in accordance with I.C.5-14-1.5-4(b)and(c)and shall be available for public inspection during normal business hours. The Joint Board shall be governed by, and all records of the Joint Board shall be maintained in accordance with, I.C. 5-14-3 et seq. Section 1.10. Powers,Duties and Responsibilities. The Joint Board shall have the following p owers, duties and responsibilities: a. The Joint Board shall have as its primary responsibility the administration of this Agreement providing for the construction,ownership,use and maintenance of the Facilities. b. The Joint Board shall act as a construction advisory committee during the construction of the Facilities and shall receive regular reports from the architect or principal contractor as construction proceeds. c. The Joint Board shall prepare any distribution,dissolution or termination plans called for in this Agreement and shall make such additional recommendations to the Participants related to the disposal of assets governed by this Agreement as are deemed necessary from time to time. d. The Joint Board shall review such other issues as are referred to the Joint Board from time to time by either Participant and shall make such recommendations to the Participants as are deemed advisable. Section 1.11. Professional Advisors. The Joint Board shall utilize, to the extent deemed necessary, the professional advisors employed or engaged by the Participants, and each Participant shall be responsible for its own costs incurred in this regard. ARTICLE II Acquisition, Ownership and Disposition of Assets and Joint Facilities The Participants agree to the following procedures regarding the acquisition,ownership and disposition of the Facilities and any related assets and joint facilities administered under this Agreement: Section 2.1. Acquisition of Facility Sites. The Participants acknowledge that the Participants either currently own,or are in the process of acquiring through purchase or other intergovernmental 3 transfers,the parcels constituting the"Facility Sites"and that the costs of any future acquisition shall be added to the costs of acquisition and construction addressed in Article 3 below. - Section 2.2. Ownership, Control and Lease of Facilities. Upon the acquisition of the Facility Sites by the Participants,each Participant shall take all actions necessary to transfer ownership of the Facility Sites to Carmel Clay Municipal Building Corporation, Inc., an Indiana non-profit corporation(the`Building Corporation")to be formed for the purposes of leasing the Facilities to the Township pursuant to the provisions of I.C. 36-1-10 et seq. The initial Board of Directors of the Building Corporation shall consist of three(3)members,with one member selected by the executive g � ( ) of the City,one selected by the executive of the Township and one selected by the legislative body of the Township. The Building Corporation shall, upon completion of construction of the Facilities, lease the Facilities to the Township pursuant to the provisions of I.C. 36-1-10 et seq., and the Township shall,in turn,sublease the Facilities to the City(without additional cost to the City)for the Purposes of day-to-day operation. All lease purchase payments payable to the Building Corporation shall be the sole responsibility of the Township through the proceeds of the uniform tax rate provided for in Section 3.1 below. Section 2.3. Construction of Facilities. Subject to the provisions of I.0 36-1-10 et seq., the Building Corporation shall undertake and shall be responsible for all aspects of the acquisition and construction of the Facilities at its sole discretion, including the hiring of all professionals, site acquisition, design,bidding, contracting and supervision of construction. The Township agrees to cooperate promptly and in good faith with the City to address any reasonable concerns brought to the attention of the Township by members of the Joint Board. Financing of all aspects of acquisition and construction of the Facilities shall be handled in accordance with Article III below. Section 2.4. Maintenance. The costs and respective responsibilities of the Participants relating to maintenance of the Facilities shall be as set forth and funded annually in the Fire Contract. Section 2.5. Improvements. In the event a Participant believes it is necessary or advisable to incur costs for capital improvements for the Facilities,the question of the necessity thereof shall be referred to the Joint Board which shall make appropriate recommendations related thereto to the Participants. If capital improvements are found to be necessary or advisable, the Joint Board shall submit to the Participants a plan for the financing and construction thereof. Any recommendations shall be subject to the approval of the legislative body and executive of each Participant, and the same shall be provided for by amendment to this Agreement,through inclusion in the Fire Contract or through the adoption of appropriate ordinances and resolutions by the Participants. Unless otherwise provided, all Improvements shall be owned in the same manner as the Facilities. Section 2.6. Ownership and Control of Separate Assets. The Participants hereby agree that the separately owned equipment,rolling stock,real property and improvements,leasehold interests and other tangible and intangible assets currently owned or utilized by either Participant for fire suppression and emergency response shall remain the separate property of each Participant,unless specifically agreed in writing by the Participants. 4 Section 2.7. Disposition of Facilities Upon Completion of Lease. Upon completion of all scheduled lease rental payments to the Building Corporation, title to the Facilities shall vest in the Township as lessee pursuant to the provisions of I.C. 36-1-10-9. Upon receipt of title to the Facilities, the Township shall take all action required to transfer title to the Facilities and all improvements thereto to the City without the exchange of further consideration between the _ Participants. Section 2.8. Disposition of Lease and Facilities Upon Dissolution of the Township. In the event the Township is legally dissolved or merged pursuant to the provisions of I.C.36-1.5 et seq. or otherwise, the City shall assume the obligations of the Township under any lease of the Facilities with the Building Corporation, and in all ways shall assume the rights and responsibilities of the Township under this Agreement, including the imposition and utilization of the uniform tax rate throughout the Township as provided in Section 3.1 below. Section 2.9. Disposition of Facilities Outside of Completion of Lease or Dissolution of Township. In the event of the termination of this Agreement,or in the event any property or material asset covered by this Agreement is to be disposed of without termination of this Agreement other than as provided in Sections 2.7 or 2.8 above,the Joint Board shall prepare a plan for the distribution and/or disposal of such assets or properties and any liabilities related thereto. The distribution plan (or in the event of a proposed termination, a termination plan) shall be adopted by majority vote of the Joint Board,and once approved,shall be submitted for approval to the legislative body of each of the Participants. Any plan approved by the Joint Board and the legislative body of each Participant shall be carried out by the Joint Board and the proper officers of the Participants as designated in the plan. In the event a recommendation for distribution and disposal of the Facilities and all other assets or properties and liabilities related thereto is not approved by the Joint Board and each legislative body within ninety(90)days of the adoption of a resolution or ordinance to terminate this Agreement, any party may submit a request to the State Board of Tax Commissioners (or its successor) for the purpose of preparing an equitable plan for distribution and disposal of all assets and liabilities covered by this Agreement, which plan shall be binding on the parties hereto. All dispositions of property or assets covered by this Agreement shall be in accordance with the laws applicable to governmental entities of the State of Indiana. ARTICLE III Taxing and Finance Matters Section 3.1. Uniform Tax Rate. The Participants hereby agree to the establishment and imposition by the Township of a uniform tax rate upon all of the taxable property throughout the Township, including those areas both within and outside of the City, for the purpose of funding all lease purchase payments to the Building Corporation for the acquisition of the Facility Sites and the design and construction of the Facilities,and all costs,fees and expenses related in any way thereto or to the creation and retirement of indebtedness therefore, including all costs of issuance of the 5 foregoing indebtedness. By adopting this Agreement, the City hereby consents to, approves and ratifies the imposition by the Township of a uniform tax rate upon all property throughout the Township, including those areas both within and outside of the City, to finance the acquisition, design and construction of the Facilities and the costs of issuance related thereto as provided herein. Section 3.2. Additional Action. The City agrees to take any additional action that is lawful and necessary in order to approve or assent to the imposition of the foregoing uniform tax rate and specifically agrees to the submittal of this Agreement to the State Board of Tax Commissioners and the Department of Local Government Finance as evidence of the City's approval and assent to a uniform tax rate throughout the City and the Township for the purposes set forth in this Agreement. ARTICLE IV Duration,Amendment,Withdrawal and Termination Section 4.1. Duration. This Agreement shall continue as the binding agreement of the Participants until modified or terminated in accordance with the terms and provisions set forth below. Section 4.2. Amendment. The Participants may,from time to time, alter, change or amend the terms and conditions of this Agreement by an amendment in writing making specific reference to the document as an amendment to this Agreement,approved and executed by each of the Participants in the same manner as this Agreement. Any amendment or modification of this Agreement shall take effect immediately upon the approval of the last of the Participants to approve such amendment or modification,or at such other time as is specifically designated in the amendment or modification. Section 4.3. Termination. This Agreement may only be terminated pursuant to an ordinance of the City or a resolution of the Township Board directing that the Agreement be terminated and that the Joint Board be disbanded. Such ordinance or resolution must be finally adopted and transmitted to the Joint Board and the non-terminating party on or prior to June 1St of any year proceeding the effective date of the termination. Prior to the adoption of an ordinance or resolution of termination, any Participant intending to terminate this Agreement shall be required to give at least sixty(60)days'written notice forwarded by certified mail to the executive and chairman of the legislative body of the other Participant of its intent to consider an ordinance or resolution of termination,and the time,date and place of the meeting at which such ordinance or resolution will be considered. Any ordinance or resolution adopted pursuant to this Section prior to June 1 shall be effective as of the January 1 immediately following,unless a later effective date is set forth therein. Ordinances or resolutions adopted without following the deadline or notice provisions contained in this Section shall be invalid and of no effect. In the event of termination of this Agreement, the provisions of Section 2.7 above relating to the disposition of assets shall apply,along with any other laws applicable to such termination. Termination of this Agreement shall not in any way affect any indebtedness entered into pursuant to Article III of this Agreement and the tax rates and levies to repay such indebtedness shall remain in place until all such indebtedness is repaid in full. 6 ARTICLE V Miscellaneous _ . _ _ _ Section_5.1._ Subject to.Applicablel,aw_This_Agreement, and the respective rights and =___ responsibilities of the Participants and the Joint Board shall be subject to the laws binding upon this Agreement and/or the delivery of fire protection and emergency response services. The respective rights and responsibilities of the Participants shall be supplemented by any such applicable laws,but the parties agree that, to the greatest extent possible, the terms of this Agreement represent the parties'respective interests and intentions and shall be given their full force and effect. The laws of the State of Indiana shall govern the interpretation, validity, and performance of this Agreement. Section 5.2. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement and the validity and enforceability of the remaining provisions of the Agreement shall not be affected thereby. Section 5.3. Approval and Effective Date. This Agreement shall be approved upon the adoption by the legislative body of each Participant of an appropriate ordinance or resolution approving and ratifying this Agreement and upon the approval and execution by the executive of each Participant. After approval and execution by the appropriate officers of each Participant this Agreement shall be recorded with the Hamilton County Recorder, and the date of recordation shall be the effective date of this Agreement. Within sixty(60)days of the effective date,this Agreement shall be recorded with the Indiana State Board of Accounts for audit purposes pursuant to I.C.36-1- 7-6. Section 5.4. Counterparts. This Agreement maybe executed in multiple counterparts,each of which shall be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed in several counterparts in their respective Participant's name by the duly authorized signatories below. [The remainder of this page intentionally left blank] 7 , [Signature page to Interlocal Cooperation Agreement for Fire Facilities Financing,Construction and Maintenance by Clay Township of Hamilton County,Indiana] CLAY TOWNSHIP OF HAMILTON COUNTY,INDIANA By: Dougl allahan,Township Trustee ADOPTED and APPROVED BY: Resolution of the Clay Township Board adopted on July 1,2014. By: ""'/ ` By: L1 gadAiet Paul Bolin, Cha'rman Mary Eckard, ecretary Clay To I, : 1• :oard Clay Towns p Board By: � �i�//:•r,�. . e 'S 96; r,Member C J !”4". Board STATE OF INDIANA ) ) SS: COUNTY OF ) Before me,a Notary Public in and for said County and State,this 1st day of July,2014, personally appeared the above-signed Township Trustee,Chairman, Secretary and Member of the Township Board of Clay Township of Hamilton County,Indiana,who acknowledged that the foregoing statements are true. f-7- DEBORAH'L. SPEBRING rl ,L)., •/ ./' �JcJi '_ .. „.„0,44-0. Notary Public,State el.f Indiana otary Public / ' , Hamilton County �1 Commission 5 616880 . �' S My Commission Expires tali February 21, 2018 ..., 4i_ l A • . .bC! 'nnted Name My Commission Expires: Vt). Gr1, cO! (f4 .,• • , - . - My County of Residence: OM/1104 , _. _ - = `- '- - ADOPTED by the Common Council of the City of Carmel, Indiana, this AI 5 day of , 2014,by a vote of -j ayes and 8 nays. COMMON COUNC1�1L F THE CI Y OF CARM dip 1-7 Presid' g Officer Kevin D. Rid-r 1A.t, ji ,0, W. Eric _eid nsticker, P-1.---et Pro Tempore Carol Schlei R. ald E. Carter Richa L . Sharp 1/4 ��L •mac a �2 ti inkam Luci yder (1 ATTEST. 1 / f Diana L. Cordray,IAMC, Clerk-Tsurer nd Presented by me to the Mayor of the City of Cannel, Indiana this as day oftdiati 2014, at ell a q �.M. Diana L. Cordray, IAMC, Clerk-Try as+ er y the Mayor of the City of Cannel, Indiana,this a day of Approved by me, h M y ty y 2014, at lb: do A- .M. • A 00, flames Brainard, ayor ATTEST• - Diana L. Cordray,IAMC, Clerk-Treaer This document prepared by: Brian C. Bosma,Kroger Gardis &Regas, 111 Monument Circle, Suite 900, Indianapolis, Indiana 46244-0941 (317)692-9000. I affirm,under the penalties for perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Brian C. Bosma 9 III EXHIBIT "A" Facility Sites Station #43 Renovation or Replacement: at the current Station#43 location at 3242 E. 106th Street, Cannel, Indiana. Station#44 Replacement: at the current Station#44 location at 5032 E. Main Street, Carmel, Indiana. Fire Training,Repair Shop and Emergency Operations Command Center: at a location to be determined by the Joint Board at the City's Utility and Street Department Complex located at the intersection of 106th Street and Gray Road, Carmel,Indiana.