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HomeMy WebLinkAbout2019-R-1 PART 1 RESOLUTION NO. 2019-R- 1 BEFORE THE JEFFERSONVILLE REDEVELOPMENT COMMISSION THE STATE OF INDIANA A RESOLUTION APPROVING SALE AND CONVEYANCE OF REAL ESTATE BY WARRANTY DEED PURSUANT TO DEVELOPMENT AGREEMENT WHEREAS, the Jeffersonville Redevelopment Commission (the "Commission") was created for the purpose of undertaking economic development and redevelopment projects in the City of Jeffersonville ("City") pursuant to I.C. 36-7-14 and I.C. 36-7-25; and WHEREAS, the Jeffersonville Department of Redevelopment, (the "Department"), by and through the Commission, owns certain parcels of real estate as described in attached "Exhibit A"; and WHEREAS, the said real estate is owned by the Department; and WHEREAS, the Department, after complying the statutory requirements for disposing of real estate and approval by the Commission, entered into a Purchase and Sale Agreement between Jeffersonville Department of Redevelopment and Hogan Property Development Co. dated as June 28, 2017, and subsequently amended, (see attached "Exhibit"B"), WHEREAS, the Commission adopted a Resolution (see attached "Exhibit "C") approving and ratifying the Agreement and designating Hogan Property Development Co. as the developer of the real estate; and WHEREAS, the parties to the attached Agreement have complied with all terms set forth therein and obtained all necessary approvals; and WHEREAS, the Department has determined by this resolution that it is appropriate for it to convey said real estate unto Hogan Holdings 59, LLC, for purposes of effectuating the terms and provisions set forth in the attached Agreement; WHEREAS, has determined by resolution that it is in the best interest of the citizens and taxpayers of Jeffersonville for the Department to convey said real estate to the Hogan Holdings 59, LLC for purposes of development; and WHEREAS, the Department finds that the sale and conveyance of said real estate will further enhance and develop the area; and WHEREAS, Hogan Holdings 59, LLC agrees to develop the real estate in a manner that is similar to and consistent with the use and development described in the attached Agreement; and NOW, THEREFORE, IT IS HEREBY RESOLVED, by the Commission that it finds the sale and conveyance of said real estate to Hogan Holdings 59, LLC is hereby approved for purposes of development; and IT IS FURTHER HEREBY RESOLVED by the Commission that its President, or its Vice President in the absence or unavailability of the President, is hereby authorized to execute any and all documents necessary to effectuate this transaction; and IT IS FURTHER HEREBY RESOLVED by the Commission that funds from the sale of this transaction shall be deposited into the Department's operating account. Approved and adopted this 3O ' day of , 2019. AL! /mio President Redevelop r ent C c u s •s n ATTEST: Secret.,y Redevelopment Commission EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION Parcel 1: All of Lot 1 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Parcel 2: All of Lot 2 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Parcel 3: All of Lot 3 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Parcel 4: All of Lot 4 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Being subject to all easements and rights-of-way whether recorded or not. EXHIBIT"B" PURCHASE AND SALES AGREEMENT DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement") is made as of the r %d ay of �.t , 2017 (the "Effective Date"), by and between HOGAN PROPERTY DEVELOPMENT CO., a Kentucky corporation ("Developer"), and THE CITY OF JEFFERSONVILLE REDEVELOPMENT COMMISSION, a municipal body politic of Indiana ("Commission"). This Agreement shall be effective upon its mutual execution and delivery by Developer and Commission. RECITALS: A. Commission is the owner of certain real property located in the City of Jeffersonville, County of Clark, State of Indiana, as legally described on Exhibit A-1 and commonly known as the Gateway Commercial Development, and as also generally depicted on Exhibit A-1 (the"Property"); B. Developer possesses the requisite experience, expertise, and financial capabilities to develop and construct a mixed-use commercial real estate development project on the Property,which may include hotel, office, restaurant, retail, and other commercial improvements and uses (the "Project"); and C. Commission and Developer agree that it is of mutual benefit for the parties to jointly formulate a plan for the Project that will include transfer of the fee title to the Property to the Developer and the mutual satisfaction of the commitments of each party contained herein. NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 PRICE AND INSPECTIONS 1.1 Purchase Price. The purchase price to be paid by Developer to Commission for the Property shall be One Million Two Hundred Thousand Dollars ($1,200,000.00) (the "Purchase Price"), payable as follows: (a) Earnest Money Deposit. Within five(5)days of the Effective Date, Developer will deposit, with Title Agency Support, LLC or such other agent of Title Company acceptable to Developer(the "Escrow Agent"), an earnest money deposit of Twelve Thousand Dollars ($12,000.00) (the "Earnest Money"). Except as otherwise provided in this Agreement, the Developer shall have no right to refund of the Earnest Money after the Discretionary Termination Date(as defined herein). (b) Application. If the transaction contemplated by this Agreement closes, then the Earnest Money shall be credited against the Purchase Price at the Closing(as defined herein). In the event the transaction contemplated by this Agreement does not close, the Earnest Money shall be disbursed as provided in this Agreement. (c) Balance of Purchase Price. Developer shall deliver the Purchase Price to Commission at the Closing in the form of an electronic wire transfer or other immediately available funds, subject to adjustment for the Earnest Money and other reductions, credits, and pro-rations as set forth in this Agreement and calculated on the Closing Statement(as defined herein) 1.2 Feasibility Study and Inspection. Commencing on the Effective Date and continuing through the Closing (as defined herein) (the "Inspection Period"), unless this Agreement is earlier terminated, Developer and its agents, contractors, consultants, licensees, and representatives(collectively, the "Developer's Representatives") shall have reasonable access to the Property for the purpose of conducting studies, investigations, inspections and tests of the Property as Developer deems reasonably their condition prior to the performance of such Site Inspections(unless Developer purchases the Property pursuant to the terms and conditions of this Agreement); and (viii) not reveal or disclose prior to closing any material information obtained during the Inspection Period concerning the Property or the Property Documents(as defined herein)to anyone, except that which:(A) may be otherwise required by Applicable Laws; or (B) is a matter of public record; without the prior written consent of Commission. Notwithstanding anything to the contrary contained herein, Developer may disclose any information to: (A) partners, directors, officers, agents, contractors, employees, and outside counsel and accounting firms of Developer and/or Developer's Representatives; and (B) Developer's lenders, investors and financial advisors and such parties'outside counsel and accounting firms,who, in Developer's reasonable judgment, need to know such information for the purpose of evaluating the possible purchase of the Property by Developer. (b) Documents and Items. To the extent that such items are available in the possession or under the control of Commission or the City of Jeffersonville, Indiana (the "City"), Commission(i)shall deliver to Developer copies of all such items that are readily available, including all items that Commission or the City have in electronic form, and (ii) will make available to Developer, and allow Developer to make copies at Developer's expense, of all other items, in either case, for Developer's or Developer's Representatives' review and inspection,which items shall include those certain documents relating to the Property listed in Exhibit B (collectively, the "Property Documents"). Commission shall make available all Property Documents to Developer within three (3) business days after the Effective Date. The Property Documents shall be made available to Developer without representation or warranty by, or recourse against, Commission, it being agreed that Developer shall: (A) not rely on such documents; and (B)independently verify the truth, accuracy, and completeness of the information and/or items contained therein; provided that, notwithstanding any other term or condition of this Agreement, if Commission or any affiliate, agent, attorney, employee, officer, or member of Commission (collectively, "Commission's Representatives") knows or is aware of any matter or statement addressed or made by or in the Property Documents that is untrue, inaccurate, or incomplete, then, at the time Commission makes the Property Documents available to Developer (or, if there is not knowledge or awareness of the untruth, inaccuracy, or incompleteness at such time, then, as promptly as possible after there first is knowledge or awareness on the part of Commission or any affiliate, agent, attorney, employee, officer, or member of Commission), Commission shall give Developer written notice describing the untruth, inaccuracy, or incompleteness, to the extent of such knowledge or awareness. (c) Disclaimers. Developer acknowledges that neither Commission nor any of Commission's Representatives has made, nor does it make, any warranty or representation regarding the truth, accuracy, or completeness of the Property Documents or the source(s) thereof. Developer further acknowledges that some, if not all, of the Property Documents were prepared by third parties other than Commission. Commission expressly disclaims any and all liability for:(A)representations or warranties, express or implied, statements of fact, and other matters contained in the Property Documents; (B)omissions from the Property Documents; or (C) any other written or oral communications made or made available to Developer; except to the extent that a representation or warranty is expressly made in this Agreement, a Commission Closing Document (as defined herein), or another written communication made or made available to Developer. Developer: (A) may rely upon the Existing Phase II Assessment (as defined herein), the Updated Phase II Assessment (as defined herein) and the Title Commitment (as defined herein); but (B)otherwise shall rely 3 any negligent, willful, illegal, or unauthorized acts of Developer or the Developer Indemnified Parties. Developer's and the Developer Indemnified Parties' right to indemnity from Commission shall in no way be limited to the amount recoverable under any insurance maintained by Commission The provisions of this Subsection shall survive the termination of this Agreement or the Closing for a period of one(1)year. 1.3 Discretionary Termination Date. Developer and Developer's Representatives shall have the right to inspect, test, study, and investigate the Property (which includes the Site Inspections) and review the Property Documents in a mariner Developer deems necessary to determine whether the Property is suitable for Developer in Developer's sole and absolute discretion. Developer shall be solely responsible for any and all costs associated with its Site Inspections, unless this Agreement specifically allocates such responsibility to Commission. During the period from the Effective Date through the date one hundred eighty(180)days after the Effective Date(the"Discretionary Termination Date"), Developer shall have the right to terminate this Agreement for any reason whatsoever, or no reason, in its sole and absolute discretion, upon written notice to Commission, in which event: (A) the Earnest Money and all interest earned thereon shall be refunded to Developer; and (B)the parties shall have no further right or obligation under this Agreement(except for rights or obligations which expressly survive the termination of this Agreement). If Developer fails to give Commission such written notice of termination on or before the Discretionary Termination Date, then Developer shall: (A) be deemed to have accepted the Property, subject to the terms and conditions of Sections 6.3, 6.4, and 12.19; and (B) have waived any right to terminate this Agreement pursuant to this Section. ARTICLE 2 SURVEY AND TITLE 2.1 Survey and Title. Developer shall obtain a commitment for an owner's policy of title insurance with respect to the Property (the "Title Commitment") that: (A) is issued by a title company acceptable to Developer (e.g., a Fidelity National Title Group company, First American Title Insurance Company, or Old Republic National Title Insurance Company) (the "Title Company"); and (B) commits to insure marketable, indefeasible fee simple title to the Property in the name of Developer. Developer shall obtain, at Developer's sole cost and expense, a survey from Jacobi, Toombs & Lanz, Inc., Land Design & Development, Inc. or another surveyor mutually acceptable to the parties (the"Survey"). Developer shall provide copies of the Title Commitment, any relevant title exceptions and the Survey to Commission in connection with delivery of the Objections (as defined below). The Survey shall be certified to Commission, in addition to any other parties that Developer may require. 2.2 Objections. Developer shall have until the Discretionary Termination Date to examine the Survey and the Title Commitment and to provide written objections to Commission of matters deemed defects by Developer, in Developer's sole but reasonable discretion, which are disclosed on the Survey and/or by the Title Commitment (collectively, the "Objections"). Notwithstanding any other term of this Agreement, Commission shall be obligated to remove at or before Closing all monetary liens attached to the Property and evidencing Commission's or the City's obligation to pay money to a third party(the"Monetary Liens"), irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, Commission shall have the right, but not the obligation, to attempt to remove, satisfy, or otherwise cure the Objections within thirty (30) days after receipt of Developer's notice of Objection, but in any event, prior to the Closing Date (the "Commission Cure Period"). Within five (5) business days after receipt of Developer's notice of Objection, Commission shall give written notice to Developer informing Developer of Commission's election with respect to the Objections. If Commission fails to give written notice of its election within such five(5)day period,then Commission shall be deemed to have elected to attempt to cure the Objections. In the event an updated Title Commitment, updated Survey, or disclosure through any other means discloses a defect in the title to the Property after the Discretionary Termination Date, and such defect was not known to the Developer, Developer shall have 5 (d) Resolution, Commission duly adopted Resolution -___a - , true, accurate, and complete copies of which are attached hereto as Exhibit F (collectively, the Resolutions"), and: (A) the Resolutions were approved as required by Applicable Laws: (1)at a properly called, noticed, held, and conducted public meeting, and(2)by affirmative concurring votes of at least three (3) of Commission's redevelopment commissioners, (B) the Resolutions specifically: (t) authorize (AA) the public offering of the Property for disposition, (BB) the request for proposals for acquisition of the Property; (CC) the receipt of such proposals from bidders, (DD) the selection of a winning bidder and proposal, and (EE)the disposition of the Property to that selected bidder in accordance with its proposal, and (2) approve the selection of Developer and its development proposal as required by Applicable Laws; and (C)the Resolutions remain in full force and effect without amendment or modification. (e) Enforceability. This Agreement, the Commission Closing Documents, and any other documents and/or instruments to be executed and delivered by Commission pursuant to this Agreement (A) have been duly authorized by all requisite action on the part of Commission, and(B) when executed and delivered, will constitute valid and legally binding obligations of Commission enforceable in accordance with their respective terms (f) Litigation. Commission has not received any service of process or other notice of, and does not otherwise have any knowledge of, any filed, existing, pending, or threatened litigation, suit, arbitration, claim, unsatisfied order or judgment, investigation, action, or proceeding before any court or governmental agency affecting Commission. the Property, the Resolution, or this Agreement that, individually or in the aggregate, if adversely determined, could affect adversely (A) the Property, the Resolution, or this Agreement, and/or(B) the performance and compliance by Commission with the terms,conditions, and provisions of this Agreement (g) No Conflict. The performance and compliance by Commission with the terms, conditions, and provisions of this Agreement, the Commission Closing Documents, or any other documents or instruments to be executed and delivered by Commission pursuant to this Agreement do not and will not conflict with, or result in any violation of any of, the terms, conditions, or provisions of the Resolutions or any agreement, obligation, lease, license, or Applicable Law binding on, or relating to, Commission, the Property, the Resolutions, or this Agreement. (h) Notices. Commission has not received, nor has the City issued, any written notice or citation of: (A) any existing and/or uncorrected violation of any fire, zoning building, environmental, or health law or regulation, or any other Applicable Law affecting the Property;or(B)a taking or condemnation of, or intent to take or condemn, all or any portion of the Property (i) Claims. There are no unpaid claims: (A) of contractors, materialmen, suppliers, or laborers: (1)with which or whom Commission or its agents, representatives, officers, members, managers, directors, contractors, consultants, licensees, or employees has contracted, or (2) by which or whom work, materials, supplies, or labor benefitting Commission or the Property has been performed or provided; and (B) that could give rise to a lien against the Property. The continued validity in all respects of the representations and warranties made by Commission in this Section, continuing from the Effective Date to the Closing (the "Pre-Closing Period"), shall be a condition precedent to Developer's obligations hereunder. Commission shall take all actions necessary: (A) so that the representations and warranties in Subsections 3.1(a), (b). (c), (d), (e), (q) and (i) remain valid in all 7 rules and regulations of the Office of Foreign Asset Control, Department of the Treasury ("OFAC")and in any enabling legislation or other Execution Orders in respect thereof(the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). To Developer's actual knowledge, neither Developer nor any beneficial owner of Developer is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders. All representations and warranties by Developer contained in this Article shall: (A) be deemed remade as of the Closing Date;and (B)shall survive the Closing for one(1)year; provided that such representations and warranties shall not terminate with respect to any representation and warranty to which Commission, before the expiration of the one(1) year period, shall have made a claim by delivering written notice of such claim (stating in reasonable detail the basis of such claim)to Developer. ARTICLE 4 PLAN APPROVAL 4.1 Proiect Requirements. The parties acknowledge that Commission is entering into this Agreement based upon Developer's representations that it will develop the Project(or require and cause the Project to be developed) in accordance with the following criteria (collectively, the "Project Requirements"): (i) plan and construct a mixed-use commercial real estate development project (which may include hotel, office, restaurant, retail, and other commercial improvements and uses) on the Property depicted on Exhibit D attached hereto and substantially consistent with the final site plan subsequently approved by Commission as provided in Section 4.2; and (ii) develop and construct improvements (the "Improvements") for such mixed-use commercial real estate development project, which may include hotel, office, restaurant, retail, and other commercial improvements and uses. The parties further acknowledge that: (A) Developer, itself, may (and is permitted by the terms and conditions of this Agreement to) develop and construct only certain Improvements (i.e., certain portions of the Project); and (B) Developer may sell to third parties portions of the Property on which Developer will require and cause the third party purchaser to develop and construct other Improvements (i.e., other portions of the Project) in accordance with the Project Requirements and the terms and conditions of this Agreement; provided that Developer requires and causes the third party purchasers to: (A) assume and undertake the obligations of Developer to develop and construct such other Improvements; and (B)complete construction of such other Improvements in accordance with the Project Requirements and the terms and conditions of this Agreement. For example, Developer may(and is permitted by the terms and conditions of this Agreement to): (A)construct only infrastructure Improvements and develop only pad-ready sites that are served and supported by Developer's infrastructure Improvements;and(B)sell the pad-ready sites to third party purchasers; and (C) require and cause the third party purchasers to: (1) assume and undertake the obligations of Developer to develop and construct other Improvements(such as hotel, office, restaurant, retail, and other commercial buildings) on the pad-ready sites; and (2)complete construction of such Improvements in accordance with the Project Requirements and the terms and conditions of this Agreement. 4.2 Project Plans. Within ninety (90) days after the Discretionary Termination Date (unless this Agreement has been terminated), Developer shall submit to the Executive Director of Commission, two (2) complete sets of its preliminary plans and drawings for the Project, which shall include: (A) a site plan (the "Site Plan"); (B) landscape plan; (C) utility and infrastructure plans; (D) sign plans; (E) construction 9 (e) Change Order Approval. If Developer desires to make any changes to the Project Plans that requires the approval of Commission, then Developer shall submit a change order request to Commission for approval(the"Change Order Request"), which approval shall not be withheld, conditioned, delayed, or denied unreasonably. Within fifteen (15) business days after Commission receives a Change Order Request, Commission shall deliver to Developer written notice that it approves or rejects the Change Order Request; provided that, if Commission rejects all or any part of a Change Order Request, then such notice shall:(A)specify the part or parts that Commission is rejecting; and (B) include the specific basis for such rejection. If Commission fails to give written notice of its election regarding such Change Order Request within such fifteen (15) business day period, then Commission shall be deemed to have approved such Change Order Request. If Commission approves or is deemed to approve a Change Order Request, then Commission and Developer shall execute a change order. ARTICLE 5 PROJECT CONSTRUCTION 5.1 Developer's Covenants. The parties acknowledge that Commission is entering into this Agreement based upon the Developer's compliance with the following covenants and conditions after Closing (collectively, the"Developer's Covenants"). (i) Developer shall construct the Project in substantial accordance with the Project Requirements and the Project Plans approved by Commission pursuant to Section 4.2 and Subsection 12.19(a). (ii) Developer shall: (A) commence the portion of the Project designated as the "Phase I — Pad Preparation" on Exhibit D attached hereto (as the same may be updated in the Project Plans pursuant to Section 4.2) within sixty(60) days after the later to occur of:(1)the Closing Date;or(2)the date on which Commission has satisfied all of its obligations under Section 12.19; and (B)complete the "Phase I — Pad Preparation"in substantial accordance with the Project Plans on or before the date one(1)year after the date on which Developer is obligated by the terms and conditions of this Subsection to commence the "Phase I — Pad Preparation"; all subject to Force Majeure (as defined herein) (the "Construction Condition"). The Developer's Covenants shall be: (A)real covenants that bind and run with the title to the Property; and (B) memorialized in the Deed (as defined herein). Notwithstanding any other term or condition of this Agreement, Commission shall have all rights at law and equity to enforce the Developer's Covenants. 5.2 Construction Condition. (a) Reversionary Right. In the event that: (A) Developer fails to substantially comply with the Construction Condition; and (B) such failure to comply continues for thirty(30) days after written notice of such specific failures to comply is delivered by Commission to Developer; fee title to the Property shall revert to Commission upon Commission: (1) delivering to Developer written notice that the Construction Condition has not been satisfied (after the expiration of the cure period provided in this Subsection); (2) refunding to Developer the Purchase Price less any reasonable third party costs that Commission incurred in exercising its reversionary rights; (3) paying to Developer the full Infrastructure Reimbursement(as defined herein); and (4) complying in full with the Lender Protections (as defined herein) (collectively, the "Reversionary Right"); provided that Commission shall exercise the Reversionary Right, if, at all, within thirty(30)days after the failure of the 11 (e) Non-Disturbance. Commission agrees to not disturb the occupancy of any third party unaffiliated with Developer or Developer's owners or employees pursuant to written leases or licenses with respect to portions of the Property that are consistent with the Developer's obligations under this Agreement, even if Commission exercises the Reversionary Right. Commission shall acknowledge the tenant and licensee non-disturbance obligation described in this Subsection in writing; provided that the tenant or licensee at issue agrees to attorn to Commission in the event the Reversionary Right is exercised. (f) Full Right Release. Upon satisfaction of the Construction Condition, Commission shall record in the Recorder's Office: (A) a full release of all of the Property from the Reversionary Right; and (B)modifications of the Deed reflecting such release and that the Construction Condition has been satisfied with respect to all of the Property (the "Full Release Documents"). The Full Release Documents shall be: (A) prepared by Developer at its expense; provided, however, that Commission shall be responsible for its own attorneys' fees incurred in connection with the Full Release Documents; and (B) in form and content satisfactory to Commission, in its reasonable discretion. The executed Full Release Documents shall be delivered to Developer to be recorded in the Recorder's Office. (g) Defined Terms. (i) "Improved Lot" shall mean a platted and subdivided lot or parcel of the Property with respect to which the Construction Condition(if applicable)has been satisfied (ii) "Qualified Purchase Agreement" shall mean a purchase agreement for an Improved Lot:(A)that is in full force and effect between Developer and a third party unaffiliated with Developer or Developer's owners or employees; and (B) under which the purchaser's termination or recision rights with respect ro due diligence and site investigation have terminated, expired, or been waived. The provisions of this Section shall: (A)survive the termination of this Agreement or the Closing;and (B)at the request of Developer, some or all such provisions shall be memorialized in the Deed, in addition to the provisions of this Section that expressly are required hereby to be memorialized in the Deed, or in a separate agreement. ARTICLE 6 CLOSING CONDITIONS 6.1 Commission Closing Conditions. Commission's obligation to proceed with Closing is contingent upon satisfaction (or Commission's waiver) of the following (collectively, the "Commission Closing Conditions"): (a) Representations and Warranties. All representations and warranties of Developer made in this Agreement shall be true, correct, and complete in all material respects on and as of the Closing Date, as if such representations and warranties were first made on the Closing Date, and Developer shall have delivered to Commission a certificate stating that all representations and warranties of Developer made in this Agreement are true,correct,and complete in all material respects on and as of the Closing Date. (b) Developer Closing Documents. Developer shall have delivered to Commission all of the Developer Closing Documents (as defined herein) in accordance with the terms and conditions of this Agreement. 13 (c) Project Plan Approval. Commission shall have approved the Project Plans in accordance with the terms and conditions of Section 4.2. (d) Project Funding. Developer shall have: (A) obtained funding sources (both from contributed equity and third party debt) in a sufficient amount and on suitable terms for the construction and completion of Phase I of the Project improvements; and (B)determined that it will be able to obtain Developer's Project funding sources in a sufficient amount and on suitable terms for the construction and completion of the remainder of the Project in accordance with the plan provided to Commission. (e) Project Permits. Developer shall have: (A) obtained, at its expense, all necessary governmental and private approvals and permits required for the development and construction of Improvements for Phase I of the Project, including the appropriate zoning for Phase I of the Project,which shall mean that the desired final, unappealable zoning has been obtained; and(B)determined that it will be able to obtain all necessary governmental and private approvals and permits required for the development, construction, completion, use,occupancy,and operation of the Improvements for the remainder of the Project, again including the appropriate zoning for the remainder of the Project; on terms and conditions, and with covenants and commitments, that are acceptable to Developer (collectively, the "Project Permits"). (f) Stormwater System. Developer shall have: (A) confirmed that the City's stormwater sewer system provides(or, after completion of the Flood Improvements(as defined herein) will provide)sufficient stormwater drainage from the Property after the Project is completed and occupied; and (B) obtained the approval of the Project Plans by the City Drainage Board, as the Project Plans relate to stormwater drainage from the Property. (g) INDOT Commitments. The Indiana Department of Transportation ("INDOT") shall have committed and agreed to complete in 2017 the planned public street and right-of-way improvements on and along West 10th St., as generally depicted and described on Exhibit H(the"INDOT Improvements"). (h) Street Improvements Plans. Commission or the City, at its or their expense, shall have completed the design of the planned public street, streetscape, and right-of-way improvements to provide improved ingress, egress, traffic flow, and traffic control on and along West 9t`' St. from the west side of the Interstate 65 underpass to the intersection of Spring Street, the West 9th St. intersections with Spring St. and Indiana Avenue, Spring Street from West 10th St.to West 9th St., cul-de-sac at the end of Ohio Avenue, and Indiana Avenue from West 10th St. to West 7th St., all as generally depicted on Exhibit J and including without limitation right turn access onto Indiana Avenue from West 10th St., a full movement signalized traffic light at the West 9th St. intersection with Spring St., and an access road as generally depicted on Exhibit I connecting Spring Street and Indiana Avenue across the Access Parcel(as defined herein)providing right in and right out access from and to Spring Street (all of the foregoing collectively, the "Street Improvements"), which Street Improvements shall be maintained going forward by Commission or the City, and Developer shall have approved the design of the Street Improvements,which approval shall not be withheld, conditioned, or delayed unreasonably. (i) Street Improvements Permits. Commission or the City, at its or their expense,shall have: (A) completed final drawings of, and specifications for, the Street Improvements in accordance with the design approved by Developer; (B) obtained all necessary governmental and private approvals and permits required for the construction and 15 (p) Disclosed Environmental Matters. Commission represents to Developer that: (A) the Existing Phase II Assessment has been completed and has disclosed the environmental matters listed on Exhibit Q (the "Disclosed Environmental Matters") involving the hazardous wastes, materials, or substances (the "Hazardous Materials") identified in such list; (B) no Disclosed Environmental Matters are within the purview of the United States Environmental Protection Agency ("USEPA") to address; and (C) all Disclosed Environmental Matters may be addressed by the Indiana Department of Environmental Management("IDEM"),without the participation of USEPA. Any additional environmental matters disclosed by the Updated Phase II Assessment (the "New Disclosed Environmental Matters") must also be outside the purview of the USEPA and able to be addressed by IDEM. (q) IDEM Comfort Letters. Commission shall have obtained from IDEM with respect to the Disclosed Environmental Matters, and any New Disclosed Environmental Matters, one or more Indiana Brownfields Program Comfort Letters that: (A)are addressed to Developer and in form and substance satisfactory to Developer;(B)cover all Disclosed Environmental Matters and any New Disclosed Environmental Matters; and (C) include or impose only such conditions, requirements, or restrictions as Developer determines to be acceptable and compatible with the development, construction, completion, use, occupancy, and operation of the Project Improvements. (r) Remediation Plan. For all Disclosed Environmental Matters and any New Disclosed Environmental Matters, then Commission or the City, at its or their expense, shall cause the Environmental Engineer to: (A) prepare a plan to remediate all of the Disclosed Environmental Matters and any New Disclosed Environmental Matters (the "Environmental Remediation Plan") in accordance with the terms and conditions of Exhibit 0; and (B)provide a true, correct, and complete copy of the Environmental Remediation Plan to Developer in accordance with the terms and conditions of Exhibit Q. (s) New Hazardous Materials. There shall have been no new Hazardous Material discharged, released or disposed of on, under, or at the Property or any part thereof since the date of the Updated Phase II Assessment, not caused by Developer or Developer's Representatives. (t) Title Policy Coverage. Developer shall have determined that the Title Company will issue (A)such endorsements to the Title Policy and (B) lender's policies with endorsements as are reasonably requested by Developer or its lender. (u) Commission Performance. Commission shall have performed all covenants and obligations required to be performed by Commission under this Agreement on or before the Closing Date. 6.4 Failure of a Developer Closing Condition. If any of the Developer Closing Conditions has not been satisfied on or before the corresponding date set forth on Exhibit N, then Developer, in its sole discretion, may elect to either: (A) in the case of Subsections 6.3(q)-(k) above, extend the date for satisfaction until the Discretionary Termination Date, in Developer's sole discretion, in order to afford Commission additional time to attempt to satisfy the Developer Closing Conditions; (B)extend the Closing Date for up to ninety (90) days in order to afford Commission additional time to attempt to satisfy the Developer Closing Conditions; (C) in applicable cases, close the transaction contemplated by this Agreement and proceed under the applicable terms and conditions of Section 12.19; or (D)terminate this Agreement by written notice to Commission, in which event, the parties shall have no further right or obligation under this Agreement(except for rights or obligations which expressly survive the termination of this Agreement), and in which event, the Earnest Money shall be refunded to Developer. Developer shall 17 (iv) such instruments as are necessary to remove and release of record any Monetary Liens and/or any other Objections that Commission is curing or correcting (collectively, the "Lien Releases"); (v) an owner's policy of title insurance issued by the Title Company in the amount of the Purchase Price or the Adjusted Purchase Price (as defined herein), in Developer's sole discretion, and otherwise in accordance with the Title Commitment, free and clear of all exceptions other than the Permitted Encumbrances, the Developer's Covenants, the Reversionary Right, and the General Utility Easement(the"Title Policy"); (vi) such disclosures and reports as are required by Applicable Laws in connection with the conveyance of real property; (vii) a certificate stating that all representations and warranties of Commission made in this Agreement are true,correct, and complete in all material respects on and as of the Closing Date; (viii) a confirmation that the obligations of Commission set forth in the Sections and Subsections listed on Exhibit 0 survive the Closing and remain the binding obligations of Commission enforceable in accordance with their terms; (ix) an opinion from legal counsel to the Commission that: (A) covers the matters addressed in Subsections 3.1(b)-(h) and 9.1(a)(viii); and (B) is reasonably acceptable in form and substance to legal counsel for Developer; (x) a covenant that certain real property located in the City between the west right-of-way of Spring St. and the east boundary of the Property, as generally depicted on Exhibit I(the"Access Parcel")shall be:(A)used only for:(1)ingress and egress to and from the Property from and to Spring St.; and (2)signage that identifies the Property and the businesses operated on or from the Property (the "Business Signage"); and for no other purposes; and (B) maintained by Commission or the City in good, safe, and sightly condition that complies with all Applicable Laws; which covenant (the "Use Covenant") shall: (A) be a real covenant that binds and runs with title to the Access Parcel in perpetuity for the benefit of Developer and other owners of the Property; (B) be enforceable by Developer and other owners of the Property; (C) be recorded in the Recorder's Office; (D) be in form and substance reasonably acceptable to Developer and Commission; and (E) include an easement granted for the benefit of Developer and owners of the Property to erect and install Business Signage on the Access Parcel; and (xi) such other documents as may be required by the terms and conditions of this Agreement, or as may reasonably be necessary in order to consummate the transaction contemplated by this Agreement. (b) Developer's Deliveries. At the Closing, Developer shall deliver to Commission the following documents, instruments, and payment (except for the Purchase Price, collectively, the"Developer Closing Documents"): (i) the Purchase Price, subject to any reductions, credits, pro-rations, or adjustments provided in this Agreement, as calculated and shown on the Closing Statement (the"Adjusted Purchase Price"); 19 (v) other customary charges to be paid by a purchaser, including, without limitation, recordation of the deed and filing of the sales disclosure form; and (vi) all architectural, engineering, and Site Inspection fees and costs (other than the fees and costs to prepare and deliver the Existing Phase II Assessment and Updated Phase II Assessment and any fees and costs associated with the Environmental Remediation Plan), and any and all other due diligence costs incurred by Developer in connection with the transaction. (b) Commission Closing Costs. Commission shall be responsible for the payment of: (i) the premium for the Title Policy; (ii) costs and expenses that this Agreement expressly provides are to be paid by Commission or the City, including,without limitation, the fees and costs to prepare and deliver the Existing Phase II Assessment and Updated Phase II Assessment and any fees and costs associated with the Environmental Remediation Plan; and (iii) other customary charges to be paid by a seller, including, without limitation, recordation of the Lien Releases and the Use Covenant. Each party shall pay its own attorneys' fees, subject to any party's remedy for reimbursement of reasonable attorneys'fees provided for in this Agreement. ARTICLE 10 DEFAULT 10.1 Commission's Default. In the event that, before the Closing, Commission fails to perform any of its obligations under this Agreement for any reason other than Developer's default, other events of Force Majeure, or the permitted termination of this Agreement by Commission or Developer as expressly provided in this Agreement, Developer shall be entitled, as its sole remedy, either to: (A)elect to terminate this Agreement by written notice to Commission, in which event the Earnest Money shall be refunded to Developer; or(B)enforce specific performance of Commission's obligations. Developer shall be deemed to have elected to terminate this Agreement if Developer fails to file suit for specific performance against Commission in a court having jurisdiction in the county and state in which the Property is located, on or before sixty(60)days following the date upon which the Closing was to have occurred. In the event that, after the Closing, Commission fails to perform any of its obligations under this Agreement that expressly survive the Closing for any reason other than Developer's default or other events of Force Majeure, Developer shall be entitled to exercise any remedy available at law or in equity, including, specifically, to enforce specific performance of Commission's obligations, and this entitlement shall survive the Closing. 10.2 Developer's Default. In the event that, before the Closing, Developer fails to perform any of its obligations under this Agreement for any reason other than Commission's default, other events of Force Majeure, or the permitted termination of this Agreement by either Commission or Developer as expressly provided in this Agreement, Commission shall be entitled, as its sole remedy, to terminate this Agreement and receive the Earnest Money, and any interest earned thereon,as liquidated damages for the breach of this Agreement, it being agreed between the parties to this Agreement that the actual damages to Commission in the event of such breach are impractical to ascertain and the amount of the Earnest Money is a reasonable estimate thereof. In the event that, after the Closing, Developer fails to perform any of its obligations under this Agreement that expressly survive the Closing for any reason other than Commission's default or other events of Force Majeure, Commission shall be entitled to exercise any remedy available at law or in equity, including, specifically, to enforce specific performance of Developer's obligations, and this entitlement shall survive the Closing. 21 LIABILITIES, COSTS, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH DEVELOPER MIGHT HAVE ASSERTED OR ALLEGED AGAINST COMMISSION (AND COMMISSION'S MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AT ANY TIME BY REASON OF, OR ARISING OUT OF, ANY LATENT OR PATENT CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS, OR ANY OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES, OR MATTERS REGARDING THE PROPERTY. NOTHING IN THIS ARTICLE 11 SHALL BE DEEMED TO LIMIT COMMISSION'S LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED. 11.2 Disclaimers Survival. COMMISSION AND DEVELOPER ACKNOWLEDGE THAT THE COMPENSATION TO BE PAID TO COMMISSION FOR THE PROPERTY REFLECTS THAT THE PROPERTY IS BEING SOLD SUBJECT TO THE PROVISIONS OF THIS ARTICLE,AND COMMISSION AND DEVELOPER AGREE THAT THE PROVISIONS OF THIS ARTICLE SHALL SURVIVE CLOSING. ARTICLE 12 MISCELLANEOUS 12.1 Assignment. Developer shall not assign its rights or obligations under this Agreement to another party without Commission's written consent, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything to the contrary in this Section, this Agreement may be assigned by Developer without Commission's consent to: (A) an affiliate of Developer or any other entity that is in control of, controlled by, or under common control with, Developer; provided that: (1) no such assignment shall release Developer of its obligations or duties under this Agreement; and (2)the assignee agrees to be specifically bound by the terms and conditions of this Agreement; and/or(B)lenders providing third party debt for the Project; provided that: (1) no such assignment shall release Developer of its obligations or duties under this Agreement;and(2)the terms and conditions of the Lender Protections shall apply to, and provide the requirements and limitations of, such an assignment. Notwithstanding anything to the contrary in this Section, Developer may sell the pad-ready sites to third party purchasers, and, in conjunction with such a sale, the rights of Developer as they relate to the pad-ready site sold may be extended to the third-party purchaser(with Developer still retaining the benefit of such rights); provided that: (1) Developer shall require and cause the third party purchasers to: (AA) assume and undertake the obligations of Developer to develop and construct other Improvements (such as hotel, office, restaurant, retail, and other commercial buildings) on the pad-ready sites; and (BB) complete construction of such Improvements in accordance with the Project Requirements and the terms and conditions of this Agreement; and (2) no such assignment shall release Developer of its obligations or duties under this Agreement. 12,2 Brokers. Each of Developer and Commission represent and warrant that they, respectively, have not dealt with any broker,agent,finder, or similar party in connection with the transaction contemplated by this Agreement, and each of Developer and Commission hereby indemnifies and holds harmless the other from any liability, cost, or expense (including, without limitation, reasonable attorneys' fees and costs of enforcement of the foregoing indemnity, whether arising in any underlying action or in the enforcement of this right of indemnification)arising out of the falsity of the foregoing representation by such party. The provisions of this Section shall survive the Closing or any earlier termination of this Agreement. 12.3 Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with, the Applicable Laws of the State of Indiana. 12.4 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby, and all prior or contemporaneous agreements, oral or written, are superseded hereby. 12.5 Time of Essence. Developer and Commission hereby agree that time is of the essence with regard to the terms and conditions of this Agreement. 23 a waiver of such party's right to exercise such right or to demand strict compliance with such term,condition, covenant, or obligation. 12.9 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. 12.10 Amendment. Neither this Agreement nor any provision hereof may be changed, amended, modified, waived, or discharged, either orally or by any course of dealing, but only by an instrument in writing signed by the party against whom enforcement of the change, amendment, modification, waiver, or discharge is sought. 12.11 Counterparts. This Agreement may be executed in several counterparts, by separate signature pages, and/or by scanned signatures delivered by email, as provided in Section 12.7, each of which may be deemed an original, and all such counterparts, separate signature pages, and signatures delivered by email together shall constitute one and the same Agreement. 12.12 Calculation of Days. In the event that any date described in this Agreement for the performance of an action required hereunder by Commission, Developer, and/or the Title Company falls on a Saturday, Sunday, or federal legal holiday, such date shall be deemed postponed until the next business day thereafter. 12.13 Interpretation. This Agreement and any related instruments or documents shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts were made and prepared by counsel for one of the parties, it being recognized that: (A)this Agreement and any related instruments or documents are the product of extensive negotiations between the parties hereto;and (B) both parties hereto have contributed substantially and materially to the final preparation of this Agreement and all related instruments. 12.14 No Recordation. Neither this Agreement nor any memorandum of the terms and conditions hereof shall be recorded or otherwise placed of public record, unless it is signed by both Commission and Developer. 12.15 Force Majeure. The term"Force Majeure"shall mean strikes, lockouts, unusual weather, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, enemy or hostile government action, civil commotion, fire or other casualty, or a governmental entity failing to grant or rejecting an approval that is required to construct the Project in substantial compliance with Project Plans. in order to claim relief from a Force Majeure, a party immediately must provide written notice to the other party that describes the Force Majeure at issue and the date the Force Majeure first occurred. If a party is unable to perform an obligation due to Force Majeure, then that party shall be excused from performance for the period of the Force Majeure event. Any obligation which can be satisfied by the payment of money, and other sums due herein, shall not be subject to, or excused by, Force Majeure. 12.16 Compliance With Laws. All of Commission's obligations under this Agreement shall comply with all Applicable Laws. 12.17 Not an Offer. This Agreement or any draft thereof shall not be: (A)considered an offer to contract; or(B) binding against either party until it is fully executed by both Commission and Developer. 25 expiration or termination of this Agreement or the Closing; and (B) at the election of Developer, be memorialized in the Deed or a separate recorded covenant. (c) Environmental Remediation. If any Environmental Remediation is required and (A)as of the Closing, the Environmental Remediation has not been completed in accordance with the terms and conditions of the Environmental Remediation Plan and the terms and conditions of Exhibit Q, and (B) Developer has elected to close the transaction contemplated by this Agreement and proceed under the applicable terms and conditions of this Subsection,then such completion of the Environmental Remediation shall become the affirmative obligations of Commission to be satisfied and performed in accordance with the Environmental Remediation Plan and the terms and conditions of Exhibit Q. The provisions of this Subsection shall: (i)survive the expiration or termination of this Agreement or the Closing; and (ii) at the election of Developer, be memorialized in the Deed or a separate recorded covenant. (d) INDOT Commitments. Commission shall act in good faith and in a commercially reasonable manner to enforce the commitments and agreements of INDOT to complete in 2017 the INDOT Improvements; including, without limitation, enforcing such INDOT commitments and agreements by alleging and making breach of contract claims and/or filing and taking legal enforcement actions. 12.20 Commission Obligation to Assist. Commission shall act in good faith and in a commercially reasonable manner to satisfy the Developer Closing Conditions, including, without limitation, undertaking such actions and making such filings as Developer reasonably may request. [SIGNATURES ON FOLLOWING PAGE] 27 LIST OF EXHIBITS TO DEVELOPMENT AGREEMENT: EXHIBIT A-1 Legal Description and Depiction of the Property (Recital A) EXHIBIT A-2 Legal Description and Depiction of the General Utility Easement (Subsection 9.1(a)(i)) EXHIBIT B List of the Property Documents (Subsection 1.2(b)) EXHIBIT C Organizational Chart of Developer (Subsection 3.2(f)) EXHIBIT D Prosect Site (Subsection 4.1(i)) EXHIBIT E Project Standards for Design (Subsection 4.2(a)) EXHIBIT F Copies of Adopted Resolutions (Subsection 3.1(d)) 29 EXHIBIT P Obligations of Developer that Survive Closing f Identified by Section or Subsection) (Subsection 9.1(b)(iv)) EXHIBIT Q Phase II Assessment Parameters, Disclosed Environmental Matters, Environmental Remediation Plan Standards,and Affirmative Obligations of Commission With Respect to Environmental Remediation (Closing Paragraph of Section 3.1 and Subsections 6.3(o), (p), and (r)and 12.19(c)) EXHIBIT R Affirmative Obligations of Commission With Respect to Street Improvements (Subsection 12.19(b)) 31 ■ Jacobi, Toombs & Lanz, Inc. 4; Consulting Engineers&Land Surveyors EXHIBIT A-1 LEGAL DESCRIPTION Part of Blocks 108 and 109,and part of the vacated right-of-way of Broadway and Illinois Avenue in the City of Jeffersonville,Clark County,Indiana being further described as follows: Commencing at the southeast corner of Block 108; thence along the south line of said Block, North 85°38'35" West, 135.54 feet to the southwest corner of a tract of land conveyed to R. Wayne Estopinal by Instrument 201000472,the TRUE POINT OF BEGINNING; Thence continuing North 85°38'35" West, 105.19 feet to the southwest corner of Block 108;thence North 85°41'06"West, 100.00 feet to the southeast corner of Block 109;thence along the south line of Block 109, North 85°43'37" West,297.01 feet to the right-of-way of Interstate 65;thence along said right-of-way the following five (5) courses: (1) North 03°07'45" East, 129.74 feet;thence (2) 272.87 feet along the arc of a curve to the right,having a radius of 251.00 feet and a chord which bears North 48°30'00" East,259.63 feet;thence (3) North 83°30'03" East,50.99 feet;thence (4) South 85°11'21"East,275.00 feet; thence (5) North 82°49'58" East, 138.05 feet to the east line of Block 108; thence along said line South 04°27'35" West, 175.28 feet to the northeast corner of said Estopinal tract; thence along the north line of said tract North 85°28'28" West, 136.10 feet to the northwest corner thereof; thence along the west line of said tract,South 04°16'31" West, 175.64 feet to the True Point of Beginning. Containing 3.977 acres. ALSO,all of Block 83,part of Blocks 89 and 90, part of Washington Square,and part of the vacated right-of-way of Broadway, Eighth Street, and miscellaneous alleys in said Blocks in the City of Jeffersonville,Clark County,Indiana being further described as follows: Commencing at the northeast corner of Block 90; thence along the east line of said Block, South 04°23'21"West,50.00 feet to the TRUE POINT OF BEGINNING; Thence continuing South 04°23'21"West, 763.64 feet to the southeast corner of Block 83;thence along the south line of said Block,North 85°33'25"West, 292.29 feet to the right-of-way of Interstate 65; thence along said right-of-way the following six (6) courses: (1) North 04°30'41" East,270.23 feet; thence (2) North 85°34'39"West,50.00 feet; thence (3) North 11°58'20"West,90.01 feet; thence (4) North 85°33'25"West,94.46 feet; thence (5) North 04°30'41" East, 168.23 feet; thence Corporate Kentucky Central Indiana Southern Indiana 1829 E.Spring Street,Suite 201 1400 South 1"Street 1060 N.Capital Ave,Ste E360 124 Bell Ave New Albany,IN 47150 Louisville,KY 40208 Indianapolis,IN 46204 Clarksville,IN 47129 812-945-9585 502-583-5994 317-829-3474 812-288-6646 812-945-6656 Fax 502-583-7321 Fax 317-829-3473 Fax 812-945-9585 Fax twtvtir.jtleng.c orn � ~ i `'•\ h - • .4 res ...7., .. .E, f...... ..'. ,1 �. � Olt - ' .. ...». •. 1 j , j r ..._ w-. p,.... v DiTi.N -K r \ \ rwur ... ..4 '• '" . ft-.. - -11-..-s-",,,,,-,... .-.... .r! fri - Lam: t -k• `i 1 -'trr'i 'd3.977AG �,, , + - � r.�▪ '' �, a'Y.�s t"•+..'_ }. iw . - nm° r-s 1 mss:... „ ..i:vox..,' .,._.. • ,. • I "_ i-.1.. ` • i i s :,lI• . ' L'.; - ,e7:41,47--.?,L..„...:..E74-...- I,,-( r-!., } r I`'^ x k -2-1-.2-Ll°i,1 ( L fir' -; . ,...„..,._ k --,r.--"1- ' •..- -....-...' -..--... -,..-.1.- fj Y '�. r. .� 1, 1 �� 1, ,_,„ '—.' i 1.7.;:g.liT .,",/,,, ,_..- ,,...,-'-..▪f.„._,- 21"41",:i... 1... 4,,,,,,,,.,., s. 1; *,,, .- , :_,..:.• -,--.=: • •....,.... 3�1 f Y I� - - .}Ih sow n r =w. .. N, , ,t i I �; '' \ , 7,278 AC, r ii.f1 iI yz3i s I ' ' mag >r- _ ',..=*'"-; •' Ct. -..-s...c.w •O~' a• �}r.f (, , ,r-,7� 1 , I-,I '7 w T. y. • , ++a, $ -• j . I ._., IS t � • fiw..:.�.i...:i...........-+r..r..4 ti j- •« • ",� r.. • .9 " .{ • » *1e=dam . y� .:. +»Mt F. , a r.. M1.- - .• «. -w ~ ! Y r.r - ._ . _ MWY-..L'TCai ."-.4y,Aw• J- ir „.. .. e .•Y - LT..... -FZ.. ._4rnNce. wlat�r. 7. ---,7,=„,==,_,_,,,, v .. .0 +.a. .c+. a ....9....-....•w. 4 W• te r . _ �M .r 2. ':^w .+:r+r. efT. .. ....... masa w » h.g. .t.,,•:.:1:•,;:',:::::..11,1.74 r... '. � r ,......• � �''"".” '.�.nr.. ^" -. .▪w�.- . ` :yAL•J `7s �. �Tj.v„r'v``..._ . ter . � �` EXHIBIT A—'I •:swr ___ J.eohi.Tootnba klarts.Inc. ... 1,....Yq Y•r..r..1* lr . Wt. OWNER OF RECORD Y..aae.a to.>r...r 44.r•9 0T OF Ya-FERSOIKLLE AHD/ON 10114.11..10114.11....•. ...•nu.34.• 3 of 3 DTt OF Ai- HECE,FLCPMEN T rD4v153O4 ■ Jacobi, Toombs & Lanz, Inc. illjiConsulting Engineers & Land Surveyors EXHIBIT "A-2" DESCRIPTION OF A SANITARY SEWER, DRAINAGE AND UTILITY EASEMENTS • A 40-foot Sanitary Sewer, Drainage and Utility Easement located in the vacated Broadway right-of- way situated between Block 108 and Block 109 in the City of Jeffersonville,being a part of a tract of land conveyed to Jeffersonville Department of Redevelopment by Instrument 200105340 and that part of said vacated Broadway declared by the City of Jeffersonville through Ordinance 01-OR-18 by Instrument 200122017,being further described as follows: Beginning at the southwest corner of said Block 108; thence North 85°41'06" West, 40.00 feet; thence North 04°18'19" East, 324.12 feet to the south line of the tracts of land conveyed to the State of Indiana by Instrument 201308143 and Instrument 201224030; thence along said south line, South 85°11'21"East,40.00 to the west line of said Block 108;thence South 04°18'19"West,323.78 feet to the Beginning. Containing 12,958 square feet. ALSO, a 40-foot Sanitary Sewer,Drainage and Utility Easement located in Blocks 83 and 90 and in part of the vacated Eighth Street right-of-way and vacated Broadway right-of-way in the City of Jeffersonville,also being a part of the tracts of land conveyed to the City of Jeffersonville and/or the Jeffersonville Department of Redevelopment by Instruments 200907188, 201019015, 201021529, 201021530,201103010, 201103716,201110738,201112496, 201112727,201326483,and 201305901, being further described as follows: Commencing at the northeast corner of Block 90; thence along the east line of said Block, South 04°23'21"West,50.00 feet to the TRUE POINT OF BEGINNING; Thence continuing along said east line, South 04°23'21" West, 426.15 feet; thence North 85°36'00" West, 40.00 feet; thence North 04°23'21" East, 426.12 feet to the southerly line of the above described tract (Instrument 201326483); thence along said southerly line, South 85°38'35" East, 40.00 feet to the True Point of Beginning. Containing 17,045 square feet. ALSO, a Sanitary Sewer, Drainage and Utility Easement being the north 40-feet of Block 82 in the City of Jeffersonville,also being a part of the tracts of land conveyed to the City of Jeffersonville by Instruments 201200001 and 201217342,being further described as follows: Corporate Kentucky Central Indiana Southern Indiana 1829 E.Spring Street,Suite 201 1400 South l'Street 1060 N.Capital Ave,Ste E360 124 Bell Ave New Albany,IN 47150 Louisville,KY 40208 Indianapolis,IN 46204 Clarksville,IN 47129 812-945-9585 502-583-5994 317-829-3474 812-288-6646 812-945-6656 Fax 502-583-7321 Fax 317-829-3473 Fax 812-945-9585 Fax www.itleng.corn 0' 60' 120' LINE TABLE 1� �, TO: I � LINE SEARING DISTANCE --- 40.00' " SCALE: 1"=60' L1 N 85'41'06" W 40.00' _ L2 N 04'18'19" E 324.12' SITE L3 S 85'11'21" E 40.00' r'� .7. _ L4 S 04'18'19 W 323.78' •n , ----- SITE ., s TENTH STREET R/W VARIES EcHARlisT:" .„,... Original R/W LOCATION MAP NOT TO SCALE SELL-OFF AN SELL-OFF SELL-OFF STATE OF 1240249 138'46 STATE OF INDIANA STATE OF INDIANA INST. 20122402 INST. 201.708143 INST. 201224030 N g2.p8'13 E. S 85'11'2I" E 275.00' t"-- 1 � r"----L3-1--.9\ I i FOUND DRILLHOLE I ` N: 1103929.67 Er 305198.00 50' TEMP. I I i Dd Line b CONST. ESMT, eea,�OM) N CITY OF JEFFERSONVILLE REDEVELOPMENT COMMISSION Vacated portion of INST. 201015655 Broadway perIN Ordinance No. O1-OR-18I Elttn ri Per Inst. 200122017 CD Ml 1 3 g N 85'38'35" WIn 135.00' (/n I 0 BLOCK 109 ' +IR BLOCK 108 CITY OF JEFFERSONVILLE I 15 3 1 INST. 200200193 ceI I r CV t_ I N n R. WAYNE ESTOPINAL N O INST. 201000472 in n N '- 50' TEMP. CONST. I ESMT. Vacatedce portion of Southwest CD Broaper 'T-JI Corner of co D.D. 30, Inst. 16337 Block 108 T ,..;,...--L__b1 105.73' -�— -_- 135.00' - ----,,,,,,,/FOUND ^-N 85'41'06" W I N 85'38'35" W 240.73' ` 5/8' STEEL PIN 100,00' c. Sewer (240.00-Cci, Deed) Z E: 918 E: 3048204829.833iIIIIIII11111 IIlIMI1111111IIII111IIIIIIIHIIIIIIIIIIII Q i Railroad Tracks See Sheet 2 NINTH STREET 60' R/W < -- --- --- --_ z SANITARY SEWER, DRAINAGE, Q Sc UTILITY EASEMENTS= 60,543 S.F. (TOTAL) o TEMPORARY CONSTRUCTION z EASEMENTS= 106,230 S.F. (TOTAL) Notes• Jacobi,Toombs&Lanz,Inc. 1. This drawing is not intended to be represented as a Consulting Engineers&Land Surveyors retracement or original boundary survey, a Route Survey, 1829 East Spring Street,Suite 201-New Albany,Indiana 47150 or a Surveyor Location Report. 812-945-9505-WWW JTLENG COM 2. Neither abstract of title nor title commitment was EXHIBIT "B" provided to Jacobi, Toombs, and Lanz, Inc. for the SANITARY SEWER, DRAINAGE & UTILITY EASEMENT preparation of this easement plat. A title commitment LOCATED IN BLOCKS BO-83, 90, 108 AND 109 may reveal easements, encumbrances, restrictions or AND A PART OF VACATED EIGHTH STREET, rights of others not shown hereon, that may affect the CITY OF JLt•FLRSONVILI.E, CLARK COUNTY. INDIANA. quality of title or development of this tract. Prepared for: 3. North and all bearings shown hereon are based on CITY OF JEFFERSONVILLE, INDIANA NAD 1983, Indiana East Zone, State Plane Coordinates Owner of Record: derived from RTK GPS observations dated April 16, 2013 CITY OF JEFFERSONVILLE AND/OR from control point "visit" as published in Book 10 of CITY OF JEFFERSONVILLE REDEVELOPMENT the Survey Grant Corner References of the Clark County Surveyor's Office. AUTHORITY DATE 02/19/2014 DRAWN: E.T.R. l CHECKED: RA0. I APIROVEO: S.L.M. f JOB No.: 12138 I SHEET: 1 OF 4 REVS 02/70/2014{ 06 /20141 at/19/2Tte ,i ,M:nMl?\t212z ruga 5-1 tt..ci.: +toz/9afso $r wriceir0 a s» + dO f 133HS [ 9£IL1 :'0t4 SOP '?I1'S 43AO21ddY 'OYN 103)103H0 '2!'13 :NMVt10 PIOG/6l/20 31W A11210H1f1V 1N311d013A30321 311IANOS Zl3333f AO ,1110 210/ONV 311IANOSN3333f AO A113 :pJoaaa jo JauMQ VNVIONI '3111ANOSa3333f AO ALIO uoj p9Jod9Jd 'VNVICN1 'A1Nf103 )IMVlO '311V1NOSHaaa3f JO Allo '1332i1S HIHOI3 031VOVA JO 12hVd V (INV 801. ONV 901 '06 '19-09 S)43018 NI 031V001 INDIANA AVENUE 60' R/W 1N3W3SV3 .ILfLLf v 3OVNIVMO 'M3M3S AMVIINVS See Sheet 2 „9„ 118IHX3 I Iv(Y:area 1 t fA\.1LN-c -:tr21y OS I Lt-r�!P�1's.ryl V 40:4-102 A11.1,5 7»aS I!tdS i'3 6081 sro.i:).ung purl y sa.t.unSu_j RIu(nsua,) x-; 1 r_ 'aut'zurrl squsool,'tgoasr 66'± i? 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T ..suo —{ v o ®o o ®_ 00 ri* *rirnFfr W —,-,. r V ly ZTI O 1 I— uZ 1 C• N ( m N OQ N N N N v o W Ul 1 N • —Q ( /ONOO O o-.oYoNm XALIEY 20' R/W N0 .+ i �4- IN CO i 55'f I F 2 I I f Rt I I a-rr r I v 9 it � o I pI©; v 1 m0 -, O uo `1 �zfa I 6 O4rn I O a I1t3 ) i - (85'-Derd) ..- 1 m m MICHIGAN AVENUE 60' R/W 0 II= See Sheet 4 a) o N O EXHIBIT B List of the Property Documents (Subsection 1.2(b)) All documents pertaining to the Property, including, without limitation, all surveys, title documents, environmental reports, and soil reports. Commission shall deliver to Developer copies of all such documents readily available to Commission, including all such documents in electronic form. All documents are available for review at the Department of Redevelopment for the City. EXHIBIT D Project Site (Subsection 4.1(i)) [See attached] EXHIBIT E Project Standards for Design (Subsection 4.2(a)) Introduction Hogan Property Development Co., as the developer for the Property, plans to develop the subject property as a mixed-use commercial development with the possibility of retail, restaurant, office, hospitality and other commercial uses. Developer plans on combining the approximately 10+acres or 19 parcels into one or more parcels based on size, location, use, or disposition. Developer may seek variances for site layout, setbacks, and building design. The development may include additional adjacent parcels. The Developer intends to submit plans to the Jeffersonville Redevelopment Commission as contemplated in the Development Agreement for review and approval. Permitted Uses The development may include any use that is allowed under the zoning ordinance, which could include commercial, retail, restaurant, hotel/motel, office and other uses. The proposed uses will comply with local zoning ordinances. Development Standards The development may include multiple buildings,which are one-story to several stories based on the type of use. The massing, scale, orientation and height will be determined by the use and location in the development and the buildings will be sited to provide maximum visibility and exposure to visitors and customers. Retail buildings may be one-story, commercial office buildings may be multiple stories, and a hotel/motel could be several stories based upon the brand and type of service. Parking Parking areas will provide a minimum number of spaces per local ordinance but there will be no maximum number of spaces. Signage The Property will include a number of pylon and monument signs to identify the name of the development, tenants in the development, and entrances into the development that may be located on 10th Street,9th Street, 7th Street, Spring Street, and Indiana Ave. Design and Materials While the Property is located adjacent to Interstate 65, the development as a "gateway" to Jeffersonville will have some unique facade characteristics and features complementary to downtown Jeffersonville. The design will be contextual in scale and materials and will invoke a vibrancy and intimacy to attract visitors and customers alike with interesting architecture, lighting and site elements. Quality facade materials will be utilized that may include concrete, masonry, stone, metal, wood, exterior finish systems, glazing, rubber roof membranes, and other materials that enhance the context of the surrounding neighborhood. Landscaping The Developer will provide landscaping throughout the development that enhances the building architecture and site layout year-round. Landscaping will include trees, shrubs, and flowers in the improved areas of the Property. RESOLUTION NO.2017-R- BEFORE THE JEFFERSONVILLE REDEVELOPMENT COMMISSION STATE OF INDIANA A RESOLUTION DESIGNATING HOGAN PROPERTY DEVELOPMENT CO.AS DEVELOPER FOR GATEWAY COMMERCIAL DEVELOPMENT PROJECT AND APPROVAL AND RATIFICATION OF DEVELOPMENT AGREEMENT WHEREAS, the City of Jeffersonville Redevelopment Commission(the"Commission"), was created for the purpose of undertaking economic development and redevelopment projects in the City of Jeffersonville("City")pursuant to I.C. 36-7-14 and I.C. 36-7-25; and WHEREAS, the Commission desires to develop certain property it owns that it is commonly called the"Gateway Commercial Development"project("Project")located at 10th and Spring Streets in the City; and WHEREAS, the Commission has complied with all statutory requirements for the offering of said property; and WHEREAS, the Commission has undertaken and completed a selection process for a developer of the Project; and WHEREAS, after consideration of all relevant factors concludes that Hogan Property Development Co. should be chosen as the developer of the Project; and WHEREAS, the parties have negotiated the attached Development Agreement("Exhibit "A"); and NOW, THEREFORE, BE IT RESOLVED by the City of Jeffersonville Redevelopment Commission that Hogan Property Development Co. is hereby designated as the developer for the Gateway Commercial Development Project; and IT IS FURTHER RESOLVED by the City of Jeffersonville Redevelopment Commission that the attached Development Agreement with Hogan Property Development Co. is hereby approved and ratified. ADOPTED and APPROVED on this o4`cti' day of .\ 2017. 2017. -21 President Jeffersonville Redevelopmentp Commission ATTEST: .:..iii ecretary Jeffersonville Redevelopment Commission [A copy of the Development Agreement is omitted from this copy of the Resolution attached as part of Exhibit F to the Development Agreement] Furniture for City Hall First floor Conference Roam OeLynn ituther1ord presented a request for a conference table and chairs tor the new area reccnnly vacated by the police department. Mayor Moore made a motion to approve S2,288.00 to Office Supply Company for a new conference table and chafes,with Mr.Visaing seconding the motion,pursing wrtnimonsly rat.t vote vr3-Q. Former Gray&Wells Property Rezoning Rob Waiz presented a request to request rezoning of the former Gray& Wells property from Midlarge Commercial to Downtown Commercial. Mayor Moore made a motion to approve the request for rezoning,with Mr.Visaing seconding the motion, passing unanimously on a vote of 3-0 Mills,Biggs and Haire Invoice Les Markley advised that dine is an unpaid invoice with Mills,Biggs and!faire for the reassessment of Kulds. Mr.Merkicy advised that the City is ecspunsible for a portion of the reassessment appraisal. Mayor Moore made a motion to approve the payment of the invoice to Mills, Biggs and Ilaire in the amount of$4,000,with Mr Vissimg seconding the motion,passing unanimously on a vote of 3•0. EXECUTIVE DIRECTOR REPORT No Comments PUBLIC COMMENTS No Comments BOARD COMMENTS No Comments ADJOURNMENT Mr.Vissing made a motion to adjourn at 12:30 PM,with Meyer Moore seconding the motion /141.6-. lt'l it.Monty Snellin P idem Submitted By:CindvSeiJbrf Onlicit,Copy Frorrl Cit OfJef .rt;;>t. -City Clod,: 3 The Commission can reject all proposals and then after 30 days they can negotiate the proposal. Mr. Visaing made a motion to reject all bids, with Mayor Moore seconding the motion,passing unanimously on n vote of 5-0. The Commission also asked that a special meeting be held on Wednesday, March 4`h, 2015 at 2:00 pm.They will be requesting that all those that submitted a proposal for the Gateway Project give a short 15 minute presentation. Rob and Delynn will contact each company and advise them of the date and time of the meeting, EXECUTIVE DIRECTOR REPORT Mr Waiz asked the Commission to review the bids received from the RFP Big Four Maintenance Proposals and passed out copies with each company who bid and their offers.They were as follows: BymosProperty Maintenance:$93,000 first year Hamhead LIC:5134,532 first year Wakirip Construction Group:$225,000 first year Mr,Chalfant proposed that the commission review the proposals and the check sheet provided and reviewed by the Redevelopment Department and that will give them the opportunity to make a better informed decision regarding the bids due to the fact that there is such a wide variance on the amounts proposed. PUBLIC COMMENTS No Comments BOARD COMMENTS Mr.Visaing advised he wasn't fully pleased with the outcome of the parking study and questions the validity due to the fact that it wasn't done during the peak season and that would probably skew the outcome. ADJOURNMENT Mayor Moore made a motion to adjourn at 6:22 PM,with Mr.Vissing seconding the motion, ,, j77,., -/ ft Monty Snelli .' sident Submitted By:Delynn Rutherford Online Copy ;-roftl Ea!tyO1.Jeii.tlttE - City Clerk CONSENT REPORTS Minutes: Mr. Spence made a motion to approve the minutes from April 28, 2015,with Mr. Vissing seconding the motion,passing unanimously on a vote of 5-0. Mr.Chalfant made a motion to approve the minutes with requested changes,front May 12,2015,with Mr. Vissing seconding the motion,passing on a vote of 4-0-1 with Mayor Moore abstaining. Claims: Ms.Hoffmann advised that within the claims for the Police Station the amounts within the claims are above the budgeted line item for furniture/equipment. Mayor Moore made a motion to approve the Redevelopment Claims in the amount of$14,332.13,with Mr. Vissing seconding the motion,passing on a vote of4-1 with Mr.Chalfant voting against. Mr.Chalfant questioned the use of Keystone TR'funds,Ms.Hoffmann explained that the Utica-Sellersburg Road/Hwy 62 improvements were to be paid out of Keystone. Mr.Chalfant also questioned the cost of an appraisal at Market& Wall, which had been requested prior to his joining the board, Mr.Chalfant also asked about the amount left to pay Wycliffe, Ms,Hoffmann advised that$54,306 remains,Mr. Merktey advised that money is being withheld,the only money paid out is for their costs. Mr.Spence made a motion to approve the TIF Claims in the amount of$417,442.03,with Mayor Moore seconding the motion,passing on a vote of 4-1 with Mr.Chalfant voting against. REP PRESENTATIONS Former American Legion Property(217 Court Avenue) Flaherty&Collins-Brandon Bogen,Deron Kintner and Brian Prince Based out of Indianapolis,only work with Public/Private Partnerships"Urban Infill". Proposes 6,900 sq ft or 186 living units(studio, I &2 bedrooms), 9,700 sq ft of retail and 257 parking space garage,The parking garage would be city owned,maintenance and landscaping the responsibility of the city. The City would deliver the building pad,garage,landscape and infrastructure. OPH-Scott Hines and Kyle Wilson with TEG,Andrew Greenrvood and Michael House Based out of Carmel, Indiana,and working with local The Estopinal Group Architects. Proposes 220 units, 40,000 sq ft of retail,including existing anchors of Your Community Bank and Ali Care Health, a five level 750 space parking garage. DPI-I anticipates City assistance with garage construction. Scannell Properties-Paul Wheatley,Chris Reid and David Ravensberg Based out of Indianapolis.Proposes 91 large units with 9 ft ceilings(studio,1,2&3 bedrooms), 11,900 sq ft of retail and 120 parking space surface lot.There would be no maintenance/operational costs to the City. Online Copy From CityOfJeff.rlet - City Clerk Police Station Additional Requests Chief Kavanaugh presented a request for enhancements overlooked during the design of the Police Station. Install PA Speaker System-$12,970 Casework and Pass-Through Drawer/Exhaust Fan in Evidence Drug Room-$10,620 Alarm System for Evidence Storage Room-$1,600 Basic Forensic Workstation-$2,971.02 Wi-Fi-$6,000 Secured Pistol Storage Compartments-$462.54 Rubber Wheel Stops for Parking Lot(50)-$3,925 1504psi Pressure Steamer-$2,179.50 Mayor Moore made a motion to approve the purchase of the additional items in the amount of$40,728.06, with Mr.Vissing seconding the motion,passing on a vote of 3-I-1 with Mr.Chalfant voting against(stating that the costs should have been included in the original scope of work)and Mr.Snelling abstaining. NEW BUSINESS Big Four Security Contract Kelly McVoy presented a request for a contract extension front May I,2015 to October 31,2015. Ms. Hoffmann advised the board that the UEZ is not in support of the contract,however has granted$25,000 to the Redevelopment Commission to use at Big Four Station. Mayor Moore made a motion to approve the contract extension in the amount of$50,000,with Mr,Spence seconding the motion,passing unanimously on a vote of 5-0. 10"Street Property Acquisitions Parcel 1—Administrative Settlement(trees) Parcel 53—Administrative Settlement(trees) Parcel 10—Administrative Settlement(trees) Parcel 7—Acquisition Approval Parcel 6t—Acquisition Approval Parcel 8—Acquisition Approval Parcel 72—Acquisition Approval Parcel 27—Acquisition Approval Parcel 75—Acquisition Approval Parcel 50—Acquisition Approval Parcel 90—Acquisition Approval Parcel 56—Condemnation Proceedings Mr.Vissing made a motion to approve Administrative Settlement for Parcels 1, 10 and 53; Acquisitions of Parcels 7, 8, 27, 50, 61, 72, 75 and 90; and Condemnation Proceedings for Parcel 56,with Mr. Spence seconding the motion,passing unanimously on a vote of5-0. Mr.Crouch advised that the dry cleaner on the corner of I0'"and Main Street will be reduced to 3 parking spaces,this property is a potential total take which was unplanned, Mayor Moore made a motion to approve United Consulting Supplemental Agreement#2,to obtain a Iota[ take appraisal in the amount of$7,225,with Mr. Vissing seconding the motion,passing unanimously on a vote of 5-0. Mr.Vissing made a motion to approve the 10'h Street Claims in the amount of$197,945.34,with Mr.Spence seconding the motion,passing unanimously on a vote of 5.0. Online Copy Froin City ? '. efY.net. City Clerk d1.;EVERSON VILEE Rk:DEVELOPMEN7'C'OI41N11SSION REGULAR 1V1EETING MINUTES :1 tKCil 30,2016 '11w.lel'Iersont ille Redevelopment Cununisirin held tt Regular Meeting on March 30.2016.that was called to order at Ii:04 PM in the Mayor's(anh:rence Room,located at 500()tame:master Court.Jeti isonvi1k, Indiana. Huard Members present. Mont; Snelling.Ma}ur Mike Moore,Joel.Vi,_yin;..Caine Jahn and Kyle Williams Hoard l'Ieenber%absent, (i('CS Hoard Representative Jerry White Staff Mein'WS present: Redevelopment Commission Attorney I.es Merkley,City Controller and Redevelopment Treaatrer I leather Meteall:Assistant('it Controller YvolInc Dowd.Redevelopment Director Rob Wail.Grant Administrator Dcl.ynn Rutherford,City tinl;int.-er Andy Crouch,Redevelopment Adin inistuntire Assistant Janet Mayrose, Planning and ioniug Director Nathan('ruin and('MMS Administrator/Secretary Cindy Seiler( Guests present: Jorge I with Jacob I.'I'erotnbs& Lanz.Mail I(all with One Southern Indiana.Kvu Tea Kim with POSCO AAPC. l_I.U. 13rian Nuihul'l court Maker 13. fink Stein with k lnited Consulting, Brian Colton and Emily Saalas i;with(;nhnugh.Mike I Ion.Bobby Campbell,Richard Eklund. Pat Rarruw and Elizabeth I3eillntut with the I.,vening Nees CAI,I,T()ORDER Mr. Snelling called the meeting to order at 6:04 PM. APPROVAL OF AGENDA Mr Vissin i made a motion to approve the agenda.with the additions ot'two resolutions,kith Mr.Williams seconding the motion,passing unanimously on a vote of SM. CONSENT REPORTS Minutes: Mi.Visine utak a nuition to approve the minutes from February 21,21115, with Ms.Jahn seconding the motion:passing unanimously on a vote or 5-0. Claims: Mayor Moore rade It to to l m lu approve the HE(Taints in the nntouilt o('$2 I6,610,13,with Mr. Vissinu seconding.the minion,(J t 5jI1L'LII;m;lii;Imuily tier a tole of 5-0. Mt: Vi,sm,me made a motion to approve the Re,levetopincnl Claims ill the nnnnu;of$16,776.41.with Ms. Jahn seconding the motion.passing unanimously on a tole of 5-0. Maker 13—Revolving Limn Agreement Mr.. V iiz presented a teller from the Revoh,ing Loan Committee(this recommends a 550,000/5ycar loan for Maker 13. Urian Neihol1 wilh Maker 13 advised that the funds woukl he used for improvements to the building including resiro{oma.electric and I.I;I) lighting. Mr Nciho(T also advised Mat Maker 13 has iilread) heel'approached by potential members. Mas or Moore made a motion to approve a revoh ing limn in the amount of$50,000 to Maker 13.with Mr. Williams seconding the motion.passing unanimously on a vote of 5-0. i Maker l3--Lease Amendment Mr. Wain pie:wined an amended lease. Previous lease agreement tsas(fir hat I'ul'the building.the amended lease is(irr the full building. The amended lease,doubles the payments from the original. Ntayor Moore made a ritolium lu illtpruve the arrtiyrtletl leas: for the fall building. with Mr. Williams seconding the motion,passing uunuimousty on a vole of 5-0. ,,:tKeystone Development Amendment „, Les Merklcy presented the hunt version of the Development Agreement between Keystone/Jett Gateway Lt.C'and the City of Jeffersonville Redevelopment Uotnmissinn. The agreement if fir the purchase price of 5l.107,0011. Mr Mcrkfey advised that them is a CO due diligence period. alter that time is expired. closing is to happen within 30 days. Mayor Moore pride it motion to approve the development agreement with Keystone/Jeff Gateway LLC, contingent on limit legal revieo of the site plan exhibits.with Mr.Williams seconding the tnoticnt,passing unanimously on it vote of 5-0. United Consulting-Supplemental Agreement No 1 —Phase II Asbestos Survey for Parcels 54&65 Delynn Rutherford requested approval ofSupplenwmal Agreement No I. for Phase II Asbestos on Parcels 5,1 and 65.(Big O'Tires and I.nundrontat). The agreement increases the contract by$6,400.00 Ms. Jahn made a motion to approve Supplemental Agreement No 1. for an incrense of$6.400.00. with Mayor Moore.seconding the motion,passing unanimously on n vole 01 5-0 on parcel 65.and 4-0-1 on puree! a4 ss lilt Mr Vi;singabstainitig. litnb:nigh—TIF Funding Analysis& Report Brunt Colton made a presentation and provided financial documents showing the debt capacity for each 1I area. EXECUTIVE DIRECTOR REPORT Mr. Wail stated to the Commission that the Greater Clark has benefited titnt Iwo projects from Redevelopment and city crews. Wilson I:Iententery entrance anti the I•hontpttori Lune intersection with I U'r' Street. Greater Clark had told Redevelopment they did not have fund to assist er ith these projects and conveyed easements as their contribution. Also pointed out that the referendum recently relcuscd had no mention or the need tier a hos depot updates. Mr. WA,:suggested that these facts be remembered should the school board request assistance in Wore projects. PUBLIC COMMEN'I'S None BOARD COMMENTS Mayor Mike Moore • lots o)good things happened tonight! Jack Visaing;- No comments Cultic Jahn No comments Kyle Williams No comments Monty Snelling-advised he will he proposing small projects intim future lie ai.0 stated he is disappointed with the school system. ADJOURNMENT Mr.Vissing'made a motion to adjourn at 7:I I I'M.with Ms,Jahn seconding the motion. c �l-�//l , �1 r 12,Monty Sracllm 1'ryidcnt , Su/mined lSi ( lRtl) Seifert and/or enforcement). Permitted Termination shall mean a termination of the Agreement that: (a) is permitted pursuant to the terms and conditions of the Agreement; and(b)occurs after all of: (i)the obligations of Commission; and (ii)the rights of all Mortgagees; under Section 1 of this Exhibit have been: (i)performed and observed; or (ii)recognized and expired, respectively. Replacement Developer shall mean the party that acquires the Collateral and the interests of Developer in the Agreement after a Mortgagee exercises a Mortgagee Remedy, which party may be Mortgagee or its designee. Mortgagee Rights shall mean, during all such times as there is a Mortgage outstanding, and until Commission has received written notices from each Mortgagee that its Mortgage has been satisfied or otherwise released, the following terms and conditions shall apply: (a) Developer or each Mortgagee shall deliver written notice to Commission when a Mortgage becomes effective, which notice shall: (i)identify the Mortgagee with respect to such Mortgage; and (ii)set forth the notice address for the Mortgagee with respect to such Mortgage. (b) Commission shall deliver Demand Notices to each Mortgagee at its notice address and in accordance with the terms and conditions of Section 12.7 of the Agreement. No notice or demand delivered by Commission to Developer shall be effective, unless and until a Demand Notice is delivered to all Mortgagees in accordance with the terms and conditions of this Section. (c) If there is an Event of Default with respect to the failure to pay money, then: (i)each Mortgagee shall have the right to remedy the Event of Default or cause the Event of Default to be remedied, until the expiration of the Mortgagee Cure Period; and (ii)Commission shall accept performance by any Mortgagee as performance by Developer. (d) Notwithstanding any other term or condition of the Agreement or this Exhibit, Commission shall not exercise any of its rights and remedies under Article 10 or any other Section of the Agreement with respect to such Event of Default, if: (i)within the first 60 days after receipt of a Demand Notice, a Mortgagee notifies Commission of its intention to cure the corresponding Event of Default; and (ii)within the first 75 days after receipt of the Demand Notice, the Mortgagee: (A)commences a cure of the Event of Default and diligently pursues such cure to completion; or (B)commences the exercise or pursuit of one or more of the Mortgagee Remedies, and: (1)after commencement of the exercise or pursuit of the selected Mortgagee Remedies, diligently exercises or pursues such Mortgagee Remedies; provided that, if the Mortgagee has commenced the exercise or pursuit of the selected Mortgagee Remedies within 75 days after receipt of the Mortgagee Notice, and continues such exercise or pursuit, then,for a period of 6 months after the date on which the Mortgagee commenced the exercise or pursuit of the selected Mortgagee Remedies, which period shall be extended as reasonably required by the Mortgagee, such exercise or pursuit by the Mortgagee shall be deemed to be diligent; and (2)after obtaining or effecting the selected Mortgagee Remedies, commences a cure of the Event of Default and diligently pursues such cure to completion. The Mortgagee Cure Period automatically shall be extended for the duration of any period when Commission is prohibited under this Subsection from exercising its rights and remedies with respect to an Event of Default, without any notice or acknowledgment to or by any party. 2. Amendments. During all such times as there is a Mortgage outstanding, no amendment, modification, supplement, surrender, cancellation, or termination of the Agreement shall be effective, unless all Mortgagees consent in writing to the amendment, modification, supplement, surrender, cancellation, or termination of the Agreement; provided that a Permitted Termination shall be effective . Any attempted amendment, modification, supplement, surrender, cancellation, or termination of the Agreement without the consent of all Mortgagees, other than a Permitted Termination, shall: (a)be void and unenforceable; and (b)have no force or effect. if, in connection with any attempts by Developer to EXHIBIT H Depiction and Description of INDOT Improvements (Subsection 6.3(g)) [See attached] EXHIBIT I Depiction of Access Parcel and Access Road (Subsection 9.1(a)(x)) [See attached] EXHIBIT J Depiction and Description of Street Improvements (Subsection 6.3(h)) [See attached] EXHIBIT K [Intentionally Omittedl EXHIBIT L _------j I I : al I I x I 1 1r 40' Sanitary Sewer, I• 1 Drn;nage 6r Utility Esmt. 1 l' ---77 IDS ! SEWER UNE I .. ,, �r 1 1 � i :IL I I i ,L,_,I. _,_, F ;g, j ru STORM LINE...-_,,,,i`I r- 1 , . ! 1rtI i 1 aI 11I1111lIiillllIliilllllii; llilllll• 1111.,r1 I I I11iliIlll;lillillIt lllillHIlli 1i11111iIlihl l l llllill ,'llllilll 1 --- Ex. PL----------t - - Ex. PL 9THSTREPI IMOO/ si ai AIM/ J+1. F t CI 11 • a I I J I Z. I h 01 1I I \• 1 40' Sanitary-- / I1 Sewer, Drainage n & Utility Esmt. z c J SEWER 111,1 m 1 e 8TH ST I L__ // //�/.4v, /lT EXHIBIT N Dates for Satisfaction of Developer Closing Conditions (Section 6.4) (a) Representations and Warranties As of the Closing Date (b) Commission Closing Documents As of the Closing Date (c) Project Plan Approval Sixty(60)days after initial submission date of proposed Project Plans as provided in and subject to the terms of Section 4.2 (d) Project Funding Twelve (12)months after Discretionary Termination Date (e) Project Permits As of the Closing Date (f) Stormwater System As of the Closing Date (g) INDOT Commitments Ninety(90)days after the Effective Date (h) Street Improvements Plans Ninety(90)days after the Effective Date (i) Street Improvements Permits Ninety(90)days after the Effective Date (j) Street Improvements Funding Ninety(90)days after the Effective Date (k) INDOT Ingress/Egress Approval Ninety(90)days after the Effective Date (I) Utilities Improvements Three(3)months after the Discretionary Termination Date (m) Utility Easement Area One(1)month after the Discretionary Termination Date (n) [Intentionally Omitted (o) Phase II Assessment (A) Completed (B) The Discretionary Termination Date (C) The Discretionary Termination Date (D) The Discretionary Termination Date (p) [Not Applicable] (q) IDEM Comfort Letters The Discretionary Termination Date (r) Remediation Plan The Discretionary Termination Date (s) New Hazardous Materials As of the Closing Date (t) Title Policy Coverage As of the Closing Date (u) Commission Performance As of the Closing Date EXHIBIT P Obligations of Developer that Survive Closing (Identified by Section or Subsection) (Subsection 9.1(b)(iv)) Provisions of Subsection 1.2(d) (For a period of one(1)year after the Closing) Representations and warranties in Section 3.2 (For a period of one(1)year after the Closing) Provisions of Section 5.2 (Until satisfaction of the Construction Condition) Provisions of Section 10.3 (With respect to payment of attorneys'fees) Provisions of Article 11 (As to waivers, releases, and rights limitations) Representations and warranties in Section 12.2 (As to dealings with brokers, agents,and finders) Provisions of Section 12.18 (As to General Utility Easement Relocation Right) Provisions of Subsection 12.19(a) (As to Building Plans and Building Improvements) Schedule Q-1 Disclosed Environmental Matters [To be provided by Commission and agreed to by Developer]