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Taxpayer Agreement Guaranty 12/15/14 TAXPAYER AGREEMENT GUARANTY This Taxpayer Agreement Guaranty (the "Guaranty"), executed this 15`h day of December, 2014, by Pedcor Investments, a limited liability company(the"Guarantor"), in favor of The City of Carmel Redevelopment Commission ("CRC"), Witnesses: Recitals WHEREAS, CRC, Carmel City Center, LLC ("CCC"), CCC West, LLC ("CCC West"), and CCC Phase II, LLC("CCC Phase II")have executed that certain Project Agreement(Second Component/Park East/Second Component Public Improvements)dated December 15,2014(the"Second Component Project Agreement"); WHEREAS, CCC West and CCC Phase II,jointly and severally,are the"Second Component Developer"); WHEREAS, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Second Component Project Agreement; WHEREAS,pursuant to the Second Component Project Agreement,Guarantor is obligated to execute and deliver the Taxpayer Agreement Guaranty to CRC at the Closing; WHEREAS, this Guaranty is the "Taxpayer Agreement Guaranty" required to be executed and delivered pursuant to the Second Component Project Agreement; WHEREAS, "Obligors"shall mean individually and collectively,as applicable,CCC and each Affiliated Entity that owns a Component Site, the Kent Project Site, and/or the Office Building Site; WHEREAS,"Guaranteed Obligations"shall mean all obligations,liabilities,and indebtedness of the Obligors to CRC at any time and from time to time existing under the Taxpayer Agreements, including, without limitation, all reasonable attorneys' fees and other costs and expenses incurred by CRC in the enforcement or collection thereof; whether such obligations, liabilities, and indebtedness are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several; WHEREAS, Guarantor is executing this Guaranty to satisfy the requirements of the Second Component Project Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, Guarantor covenants and agrees as follows: 1. Guarantee. Guarantor absolutely and unconditionally guarantees the full and prompt performance of the Guaranteed Obligations (including, without limitation, the obligations of the Obligors to make full and prompt PIATT Payments (as defined in the Taxpayer Agreements)); provided that if: (a) during any semi-annual period: (i) there is no uncured default or breach by Guarantor under this Guaranty; and (ii) no deficient sum payable by Guarantor to CRC; and (ii) with respect to that semi-annual period, CRC timely receives the full amount of the Total Increment Estimate (as set forth on Exhibit A), then CRC shall not have the right to call on this Guaranty, even though CRC may have not received the full amount due to it under one or more of the Taxpayer Agreements. In effect, Guarantor is guaranteeing, for each semi-annual period, aggregate payment under the Taxpayer Agreements to the extent of the full Total Increment Estimate This Guaranty shall continue in full force and effect until all of the Guaranteed Obligations are performed in full. 2. Waivers. Guarantor expressly waives: (a) demand, notice of demand and dishonor, protest and notice of protest, and nonperformance of the Guaranteed Obligations; and (b) diligence in: (i) enforcing the Guaranteed Obligations; (ii) the exercise of rights or remedies under the Second Component Project Agreement or the Taxpayer Agreements; or(iii)bringing suit against the Second Component Developer, any of the Obligors, or any other party. CRC shall be under no obligation: (a) to notify Guarantor of: (i) its acceptance of this Guaranty; or (ii) the failure of the Obligors to fully perform any of the Guaranteed Obligations; or (b) to use diligence in: (i) preserving the liability of the Second Component Developer, any of the Obligors, or any other party; or (ii) bringing suit to enforce performance of the Guaranteed Obligations. To the full extent allowed by applicable law, Guarantor waives all defenses: (a)given to sureties or guarantors at law or in equity, other than the actual performance of the Guaranteed Obligations; and (b) based upon questions as to the validity,legality,or enforceability of the Guaranteed Obligations. Guarantor unconditionally waives: (a) any claim or other right now existing or hereafter arising against the Second Component Developer, any of the Obligors, or any other party that arises from, or by virtue of, the existence or performance of this Guaranty (including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or to payment); and(b)any right to participate or share in any right, remedy, or claim of CRC. 3. Rights. CRC,without: (a)authorization from,or notice to,Guarantor;and/or(b)impairing or affecting the liability of Guarantor hereunder; from time to time,at its discretion and with or without consideration, may: (a) alter, compromise, accelerate, or extend the time or manner for the performance of the Guaranteed Obligations; (b) release, discharge, or increase the obligations of the Second Component Developer or any Obligor; (c)add, release, discharge, or increase the obligations of any other endorsers, sureties, guarantors, or other obligors; (d) make changes of any sort whatever in the terms or conditions of: (i) performance of the Guaranteed Obligations; or(ii) doing business with the Second Component Developer, any of the Obligors, or any other party; and (e)settle or compromise with the Second Component Developer, any of the Obligors, or any other party on such terms and conditions as CRC may determine to be in its best interests. No exercise, or failure to exercise, by CRC of any right or remedy in any way shall: (a) affect: (i) any of the obligations of Guarantor hereunder; or (ii) any collateral or security furnished by Guarantor; or (b) give Guarantor any recourse against CRC. 4. Continuing Liability. Notwithstanding the incapacity, death, disability, dissolution, or termination of the Second Component Developer, any of the Obligors, or any other person or entity, the liability of Guarantor hereunder shall continue. The failure by CRC to file or enforce a claim against the Second Component Developer, any of the Obligors, or any other party shall not affect the liability of Guarantor hereunder. Guarantor shall not be released from liability hereunder if recovery from the Second Component Developer, any of the Obligors, or any other party: (a) becomes barred by any statute of limitations; or(b) otherwise is restricted, prevented, or unavailable. 5. Action by CRC. CRC shall not be required to pursue any other rights or remedies before invoking the benefits of this Guaranty. Specifically, CRC shall not be required to exhaust its rights and remedies against the Second Component Developer, any of the Obligors, or any other surety, guarantor, or other obligor. CRC may maintain an action on this Guaranty, regardless of whether: (a) the Second Component Developer or any of the Obligors is joined in such action; or (b) a separate action is brought against the Second Component Developer and/or any of the Obligors. 6. Default. Guarantor absolutely and unconditionally covenants and agrees that, if any of the Obligors defaults for any reason in the performance of all or any part of the Guaranteed Obligations, then, upon demand, and notwithstanding any other term or condition of this Guaranty (including, without limitation, any proviso or clause in Section 1), Guarantor shall reimburse CRC for all costs and expenses(including,without limitation, reasonable attorneys' fees and court costs) incurred by CRC in: (a) exercising its rights and remedies under Taxpayer Agreements in connection with the failure of the Obligor to perform the Guaranteed Obligations; and/or(b) the enforcement of this Guaranty against Guarantor; which costs and expenses shall bear interest at the rate of 12% per annum from the date incurred until the date paid; in all cases without: (a) further notice of default or dishonor; and (b) any notice with respect to any matter or occurrence having been given to Guarantor previous to such demand. 7. Representations. Guarantor represents and warrants to CRC that: (a) this Guaranty is the legal, valid, and binding obligation of Guarantor in accordance with its terms and conditions; (b) there is no action or proceeding at law or in equity, or by or before any court or governmental instrumentality or agency, now pending against or, to the knowledge of Guarantor, threatened against, Guarantor that may materially and adversely affect the financial condition Guarantor; (c) all balance sheets, earnings statements, and other financial data that have been or hereafter may be furnished to CRC in connection with this Guaranty do and shall represent fairly the financial condition of Guarantor as of the dates on which, and for the periods for which, such balance sheets, earning statements, and other data are furnished; (d) all other information, reports, and other papers and data furnished to CRC shall be: (i) accurate and correct in all respects at the time given; and (ii)complete, such that CRC is given a true and accurate reporting of the subject matter; and (e) Guarantor is solvent. 8. Covenants. Upon receipt of a written request at least five business days in advance, Guarantor shall allow the head of the CRC finance committee to review reasonable information with respect to Guarantor's assets, liabilities, obligations, and income; provided that: (a) such review shall be conducted at the offices of Guarantor in Carmel, Indiana; and (b) no such information may be removed by the head of the CRC finance committee from the premises at which such information is reviewed. Guarantor agrees that it shall answer reasonable questions posed by the head of the CRC finance committee with respect to such financial information. In addition, Guarantor shall satisfy and comply with each and every of the financial and reporting covenants set forth on Exhibit B (including, without limitation, requirements that Guarantor: (a) maintains specified net worth and liquidity levels, if and to the extent set forth on Exhibit B; and (b) notifies CRC of any drop below the specified net worth and liquidity levels that are specified on Exhibit B). 9. Governing Law. This Guaranty shall be deemed to have been made under, and shall be governed by, the laws of the State of Indiana. All proceedings arising in connection with this Guaranty 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. Guarantor waives, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right Guarantor may have to: (i) assert the doctrine of "forum non conveniens"; or (ii) object to venue. 10. Miscellaneous. The rights of CRC are cumulative and shall not be exhausted: (a) by its exercise of any of its rights and remedies against Guarantor under this Guaranty or otherwise; or (b) by any number of successive actions; until and unless each and all of the obligations of Guarantor under this Guaranty have been paid, performed, satisfied, and discharged in full. This Guaranty shall not be modified or amended, except by a writing signed by CRC and Guarantor. This Guaranty shall: (a) bind Guarantor and its successors, assigns, and legal representatives; and (b) inure to the benefit of all transferees, credit participants, endorsees, successors, and assigns of CRC; provided that: (a)without the prior written consent of CRC, Guarantor shall not assign or transfer this Guaranty or any of its obligations hereunder, including, without limitation, that Guarantor shall not: (i)attempt any such assignment or transfer; (ii)engage in or permit any transaction or series of transactions that effectively would result in such an assignment or transfer; or (iii) permit any such assignment or transfer to occur by operation of law or court order; and (b) any such attempted or purported assignment or transfer shall be void and have no force or effect. As the status or identity of the parties owning any of the Component Sites,the Kent Project Site,and/or the Office Building Site changes, the status and identity of the Obligors shall change automatically, without any action by any party, so that: (a) each Obligor referenced in this Guaranty is the owner of a Component Site, the Kent Project Site, and/or the Office Building Site and bound by the respective Taxpayer Agreement; and (b) each owner of a Component Site, the Kent Project Site, and/or the Office Building Site is an Obligor and bound by the respective Taxpayer Agreement. At the request of CRC,accompanied by execution copies, Guarantor shall execute and deliver a memorandum of this Agreement for recording. IN WITNESS WHEREOF, Guarantor has executed this Guaranty this 15'h day of December, 2014. 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For purposes of this Exhibit, liquid assets are cash, bearer instruments, and/or instruments for which there is an established national market in which the asset can be liquidated and converted into cash within ten business days. Net Worth Guarantor and Pedcor Construction Management, LLC ("Pedcor CM"), must maintain a combined net worth of at least the amount determined by multiplying the outstanding principal balance of the Bonds at the time of determination by 1.5(the"Net Worth Minimum"). The determination of whether Guarantor and Pedcor CM, have maintained the Net Worth Minimum shall be established by the most recent consistently prepared financial statements of Guarantor and Pedcor CM (each,a Financial Statement"),which Financial Statements have been audited by a qualified, independent CPA. Reporting Guarantor shall maintain consistently prepared financial statements. If Guarantor fails to satisfy the requirements of this Exhibit, then,within ten days after Guarantor determines that it has failed to satisfy such requirements, Guarantor shall deliver written notice of such failure to CRC. Prior to each September 30 during the term of this Guaranty, Guarantor shall provide to CRC a certificate executed by an executive officer of each of Guarantor and Pedcor CM, pursuant to which certificate each of Guarantor and Pedcor CM shall certify that, based upon the audited Financial Statements of Guarantor and Pedcor CM for the annual period ending the immediately previous December 31 (the "Determination Date"), the combined net worth of Guarantor and Pedcor CM on the Determination Date was equal to, or greater than, the Net Worth Minimum.