Gramercy Reimbursement AgreementREIMBURSEMENT AGREEMENT
This Agreement, executed this tQ day of
the City of Carmel Redevelopment Commission ( "CRC ") and
( "Developer "), WITNESSES:
Recitals
y and between
LA
WHEREAS, Developer is proposing to undertake the project generally described on Exhibit A
(the "Project "), and, as part of the Project, Developer would commit to complete the infrastructure and /or other
public improvements generally described on Exhibit B (the "Improvements ");
WHEREAS, Developer has requested that CRC issue bonds to assist with financing the
completion of the Improvements, which, if indicated on Exhibit B, may include assistance with financing
acquisition of public right -of -way, as generally described on Exhibit B (the "Bonds ");
WHEREAS, based on the proposal of Developer to complete the Improvements and the
commitments of Developer under this Agreement, CRC has agreed to investigate and consider the issuance
of the Bonds (the "Bond Issuance ");
W HEREAS, in connection with investigating and considering the Bond Issuance (and, should
CRC determine to proceed with the Bond Issuance, in connection with the steps and actions that will be taken
and completed through closing the issuance and purchase of Bonds), CRC may elect or be required to employ
counsel and advisors to provide the services of:
(a) acting as special counsel to CRC with respect to the issuance of the Bonds and
performing related legal services (the "Bond Counsel ");
(b) providing financial advisory services to CRC with respect to the issuance of the
Bonds (the "Financial Advisor ");
(c) preparing any economic plans or reports required with respect to the Bond Issuance
(the "Plan Consultant ")
(d) providing architectural, engineering, and other design services with respect to the
design of, and the plans and specifications for, the Project and the Improvements (the
"Design Professionals "); and
(e) provide other services with respect to the issuance of the Bonds, including, without
limitation, the services of general counsel to CRC (the "Other Advisors ");
WHEREAS, the Bond Counsel, the Financial Advisor, the Plan Consultant, the Design
Professionals, and any Other Advisors, collectively, are the "Bond Advisors ", and the services provided by the
Bond Advisors with respect to investigating and considering the Bond Issuance (and, should CRC determine
to proceed with the Bond Issuance, in connection with the steps and actions that will have to be taken and
completed through closing the issuance and purchase of Bonds), collectively, are the "Bond Services ";
WHEREAS, CRC has agreed to investigate and consider the Bond Issuance on the condition
that Developer shall commit to pay (or reimburse CRC for) all: (a) fees and charges incurred by CRC with
respect to: (i) the employment of the Bond Advisors; and (ii) the performance by the Bond Advisors of the
Bond Services; and (b) other reasonable out -of- pocket costs, expenses, fees, and charges incurred by CRC
with respect to investigating and considering the Bond Issuance (and, should CRC determine to proceed with
the Bond Issuance, with respect to the steps and actions that will have to be taken and completed through
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Agreement.wpd
closing the issuance and purchase of Bonds), including, without limitation, costs and expenses for notices,
filings, and photocopying incurred in connection with the Bond Issuance (the "Bond Costs ");
WHEREAS, Developer has committed to pay (or reimburse CRC for) all of the Bond Costs,
and 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. Regardless of the status of the Bond Issuance, within 15 days after receipt of written demand
accompanied by supporting bills, statements, or invoices approved by CRC, Developer shall pay (or reimburse
CRC for) all of the Bond Costs that: (a) actually are incurred by CRC; and (b) either: (i) in the normal custom
and practice of CRC would not be paid from the proceeds of the Bonds; or (ii) are due or payable on demand
or when billed (the "On -going Payments "); provided that Developer shall not be obligated to pay (or reimburse
CRC for) any On -going Payment before that On -going Payment is due and payable. This obligation to pay
(or reimburse CRC for) all of the On -going Payments shall apply even if, after investigation and consideration,
CRC determines in good faith not to proceed with the Bond Issuance.
2. If the issuance and purchase of the Bonds is closed, then all of the Bond Costs that: (a) actually are
incurred by CRC; (b) in the normal custom or practice of CRC would be paid from the proceeds of the Bonds;
and (c) are not due or payable on demand or when billed (the "Closing Payments "); shall be paid from the
proceeds of the Bonds, including that, to the extent: (a) permitted by applicable law; and (b) there are Bond
proceeds available, Developer may be reimbursed from the proceeds of the Bonds for any On -going Payment
that Developer has been paid (or reimbursed to CRC) as provided in Section 1.
3. If the issuance and purchase of the Bonds is not closed, then, within 15 days after receipt of written
demand accompanied by supporting bills, statements, or invoices approved by CRC, Developer shall pay (or
reimburse CRC for) all of the Closing Payments; provided that Developer shall not be obligated to pay (or
reimburse CRC for) any Closing Payments before that Closing Payment is due and payable. This obligation
to pay (or reimburse CRC for) all of the Closing Payments shall apply even if, after investigation and
consideration, CRC determines in good faith not to proceed with the Bond Issuance.
4. The Bond Costs shall include costs, expenses, fees, and charges incurred by CRC with respect to
litigation that relates to the Bonds, the issuance or purchase of the Bonds, or the steps or actions that are
taken or completed through closing the issuance and purchase of Bonds. If Developer fails to pay (or
reimburse CRC for) any Bond Costs when due hereunder, then Bonds Costs also shall include: (a) interest
at 15% per annum on the delinquent payment (or reimbursement) from the date due until the date paid in full;
and (b) costs and expenses of collection, including, without limitation, attorneys' fees and charges.
5. Nothing set forth in this Agreement shall be deemed to be a determination or an agreement by CRC
to proceed with the Bond Issuance. CRC may determine at any time in good faith to cease investigating and
considering the Bond Issuance or proceeding with the Bond Issuance, and such a determination shall have
no impact or effect on the commitments and obligations of Developer under this Agreement.
6. The Bond Advisors shall: (a) be employed by CRC; and (b) in their capacity as Bond Advisors, take
their direction from CRC exclusively. All duties of the Bond Advisors in the performance of the Bond Services
shall be owed to CRC exclusively. At any time, CRC may replace any Bond Advisor, and such replacement
shall be deemed to be one of the Bond Advisors for purposes of this Agreement.
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Agreement.wpd
IN WITNESS WHEREOF, CRC and Developer have executed this Agreement as of the day
and year first written above.
CRC:
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Agreement.wpd
11
BUCKINGHAM
C O M P A N E S
VIA OVERNIGHT DELIVERY
June 6, 2006
Mr. Les S. Olds
Director
Carmel Redevelopment Commission
One Civic Square
Carmel, IN 46031
Re: Reimbursement Agreement
Dear Les:
Please find enclosed a signed copy of the reimbursement agreement for the CRC's consideration of
the proposed Gramercy TIF. Please let me know if there is anything else that you require of us at
this time. I can be reached at (317) 974 -1234 ext. 232.
Sincerely,
BUCKINGHAM COMPANIES
Sara C. Nasuti
Development Manager
Enclosure
cc: Brad Chambers, President, Buckingham Companies
Phil Genetos, Ice Miller
333 N. Pennsylvania Street
Toth Floor
Indianapolis, IN 46204
P 317.974.7234
f 317.974.1238
www.buckingham-co.com