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LAFAYETTE REDEVELOPMENT COMMISSION COUNCIL CHAMBERS, CITY HALL June 23, 2022 11:00 am Welcome And Call To Order Minutes Approve Minutes Of The May 26, 2022 Meeting MAY 26 2022.DOCX Public Hearing LRC Resolution No. 2022-08: Appropriation Resolution Public Hearing LRC Resolution No. 2022-09: A Resolution Awarding Build-Operate-Transfer Transaction- Lafayette Public Works Campus New Business LRC Resolution No. 2022-08: Appropriation Resolution LRC RESOLUTION 2022-08 PUBLIC WORKS CAMPUS BOND APPROPRIATION.PDF LRC Resolution No. 2022-09: A Resolution Awarding Build-Operate-Transfer Transaction- Lafayette Public Works Campus LRC RESOLUTION 2022- 09 - BOT TRANSACTION PUBLIC WORKS CAMPUS.PDF Milestone Construction: Main Street Streetscape Phase IV-Change Order # MILESTONE MAIN ST PH IV CO1.PDF Documents: Documents: Documents: Documents:
CAMPUS.PDF Milestone Construction: Main Street Streetscape Phase IV-Change Order # MILESTONE MAIN ST PH IV CO1.PDF Tippecanoe Arts Federation: Mural Art Project 2022 TAF MURAL PUBLIC ART PROFESSIONAL SERVICE CONTRACT.PDF Tax Abatement Compliance Arconic, Inc.-PP(2) Caterpillar Logistics, Inc.-PP Caterpillar, Inc.-PP Caterpillar, Inc.-RE General Electric Company and Affiliates-PP (2) ETCL Pure (General Electric)-RE Lafayette Redevelopment Commission Annual Report - Baker Tilly Municipal Advisors Director's Report Claims June Claims RD CLAIM DOCKET 06- 23 - 22.PDF Public Comment Adjourment Documents: Documents: Documents:
Utilization of Captured Assessment - Tax Increment Finance (TIF) Allocation Areas – Each year, we determine if we can pass through any assessed value to the underlying taxing districts in our TIF allocation areas. The determination for this is the commitment, need and identification of projects and obligations. Based on our extensive long-term capital planning and the identified project needs and obligations, we are recommending that we do not pass-through any assessed value. Jim Terry moved to approve. Shelly Henriott seconded, Jos Holman abstained due to conflict of interest. The motion passed 4 -0, with one abstention. Resolution LRC-2022-07: Authorizing Issuance Of Bonds For The Purpose Of Providing Funds To Be Applied To Pay For Certain Local Public Improvement Projects And Incidental Expenses In Connection Therewith And On Account Of The Issuance Of The Bonds, Other Matters Connected Therewith, Including The Issuance Of Notes In Anticipation Of Bonds, And Repealing Resolutions Inconsistent Herewith – The Mayor gave background about the Public Works Campus. It will consolidate the Street, Fleet and Sanitation Departments into one central location on McCarty Lane across from CAT Park. With input from employees and Alderson Commercial Group, Kettelhut Construction and Keystone Architecture, the City is moving forward and is ready to begin the financing process. This resolution starts the process for the issuance of a TIF bond in the amount of $16M. The overall project is $21.5M with the balance over the bond being paid from TIF cash from the Consolidated Creasy and SE TIFs. Greg Balsano of BakerTilly explained that the bond will be a fixed interest rate over time and will close in mid-July. City Attorney, Jacque Chosnek offered to answer questions about the Resolution. Jim Terry made a motion to approve. Shelly Henriott seconded and the motion passed unanimously. Tax Abatement Compliance Coming off of the worst of the pandemic, many companies are doing very well but some are struggling due to various market conditions. Despite this, companies are making a good faith effort to meet their pledges. Compliance forms for the following companies were reviewed and discussed. Staff and Counsel recommend compliance to the City Council for approval. Arconic, Inc.-RE The airline industry continues to struggle coming out of the downturn from the pandemic. This abatement is for product tied to the airline industry that is still below levels of activity before the pandemic. These circumstances are beyond their control. A letter explaining why they are unable to reach or maintain their pledges was provided. Jim Terry moved for recommendation to approve. Frank Donaldson seconded and the motion passed unanimously. Blue Ridge LLC-RE Shelly Henriott moved for recommendation to approve. James Foster seconded and the motion passed unanimously. Engineering & Industrial Services LLC-PP ASW Real Estate LLC (EIS, LLC)-RE A letter explaining why they have not made their job creation projections was provided. They are working to meet their pledges. Jim Terry moved for recommendation to approve. Frank Donaldson seconded and the motion passed unanimously. H38 East Apartments, LP-RE Shelly Henriott moved for recommendation to approve. Jim Terry seconded and the motion passed unanimously.
Heartland Automotive LLC-PP (3) Heartland Automotive LLC-RE (2) A letter was provided explaining that the auto industry is hampered by a world-wide shortage of computer chips. Heartland Automotive, a tier one Subaru supplier, has been affected by this the decline in vehicle production at Subaru. However, demand and supply are picking up but a tight labor market is making it difficult to find employees to fill open positions. Jim Terry moved for recommendation to approve. Shelly Henriott seconded and the motion passed unanimously. JAK Partners LLP-RE JAK III Partners LLP-RE Frank Donaldson moved for recommendation to approve. James Foster seconded and the motion passed unanimously. LEX Lafayette LP-RE James Foster moved for recommendation to approve. Jim Terry seconded and the motion passed unanimously. Lifesong Brands, Inc. (Copper Moon)-PP (2) Lifesong Brands, Inc. (Copper Moon)-RE (3) Shelly Henriott moved for recommendation to approve. James Foster seconded and the motion passed unanimously. MREIC Lafayette IN, LLC (Toyota Tsusho)-RE Jim Terry moved for recommendation to approve. Frank Donaldson seconded and the motion passed unanimously. Nanshan America Advanced Aluminum-PP (2) Nanshan America Advanced Aluminum-RE Jim Terry moved for recommendation to approve. James Foster seconded and the motion passed unanimously. Plymouth 3525 Arlington Ave IN LLC (Castle Coch)-RE James Foster moved for recommendation to approve. Jim Terry seconded and the motion passed unanimously. Rea Magnet Wire Company, Inc.-PP A letter was provided explaining that they are making good faith efforts to meet their pledges despite difficult market issues for the company. The Lafayette plant has benefited from past corporate decisions to close other plants and move operations here. Jim Terry moved for recommendation to approve. Shelly Henriott seconded and the motion passed unanimously. Southwire Company LLC-PP Coleman Cable (Southwire)-RE A letter was included explaining that m arket disruptions due to the pandemic and difficulty in finding candidates for open positions have hampered their ability to meet their pledges. Good faith efforts are being made by the company to meet their pledges. Jim Terry moved for recommendation to approve. Frank Donaldson seconded and the motion passed unanimously. Stoddard Development LLC-RE Jim Terry moved for recommendation to approve. Shelly Henriott seconded and the motion passed unanimously.
RESOLUTION NO. LRC- 2022 - 08
APPROPRIATION RESOLUTION
OF THE CITY OF LAFAYETTE
REDEVELOPMENT COMMISSION
WHEREAS, pursuant to Resolution No. LRC- 2022 - 07 adopted by the City of Lafayette Redevelopment Commission (the “Commission”), the governing body of the City of Lafayette Redevelopment District (the “District”), on May 26 , 2022 (the “Bond Resolution”), the Commission authorized the issuance of the “City of Lafayette, Indiana, Redevelopment District Subordinate Tax Increment Revenue Bonds, Series 20 2 _” in one or more series (to be completed with the year in which issued and appropriate series designation) (the “Bonds”), and, if necessary, the “City of Lafayette, Indiana, Redevelopment District Subordinate Tax Increment Revenue Bond Anticipation Notes, Series 20 2 _” (to be completed with the year in which issued and appropriate series designation) (the “BANs”), each in an original aggregate principal amount not to exceed $ 18 , 00 0,000 for the purpose of providing for the payment of all or any portion of (i) the costs of the construction of local public improvements in the City of Lafayette, Indiana (the “City”), including (a) construction of a Public Works Campus, (b) improvements to City Hall, (c) improvements to the Fleet Maintenance Facility and (d) improvements to the Public Safety Center Construction Office, all as more particularly described in the Bond Resolution, (ii) capitalized interest, if necessary, (iii) the funding of a debt service reserve account for the Bonds, if necessary, (iv) refunding the BANs, if necessary, and (v) the costs of selling and issuing the Bonds and BANs (collectively, the “Financing”); and WHEREAS, the Commission has found that there are insufficient funds available or provided for in the existing budget and tax levy which may be applied to the costs of the Financing and has authorized the issuance of the Bonds and, if necessary, the BANs to procure such funds which funds should be appropriated to the costs of the Financing; and WHEREAS, notice of a hearing on said appropriation has been duly given by publication as required by law, and the hearing on said appropriation has been held, at which all taxpayers had an opportunity to appear and express their views as to such appropriation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF LAFAYETTE REDEVELOPMENT COMMISSION, GOVERNING BODY OF THE DISTRICT, AS FOLLOWS: SECTION 1. There is hereby appropriated a sum not to exceed Eighteen Million Dollars ($ 18 , 00 0,000) out of the proceeds of the Bonds and, if issued, the BANs, together with all investment earnings thereon, for the purpose of the Financing, as provided in the Bond Resolution. Such appropriation shall be in addition to all appropriations provided for in the existing budget and shall continue in effect until the completion of the described purposes. SECTION 2. The President and Secretary of the Commission, the Controller of the City, and other appropriate officers of the District are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this resolution, including
the filing of a report of this appropriation with the Indiana Department of Local Government Finance. SECTION 3. All resolutions and parts of resolutions in conflict herewith are hereby repealed. SECTION 4. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. SECTION 5. This resolution shall be in full force and effect from and after its passage. Passed and adopted at a meeting of the City of Lafayette Redevelopment Commission this 23 rd^ day of June, 2022. CITY OF LAFAYETTE REDEVELOPMENT COMMISSION Jos Holman, President James Foster, Vice President Shelly Henriott, Secretary Jim Terry, Member Frank Donaldson, Member ATTEST:
David Moulton
Josh Loggins
2
NOW, THEREFORE, BE IT RESOLVED, BY THE LAFAYETTE
REDEVELOPMENT COMMISSION AS FOLLOWS:
- Pursuant to and in accordance with the BOT Statute, the RDC hereby: (a) awards the BOT Transaction to GM Development Companies, LLC and (b) confirms the Build- Operate-Transfer Agreement shall constitute a “BOT Agreement” under the BOT Statute.
- The RDC authorizes the President of the Redevelopment Commission, acting in consultation with the RDC’s counsel, to negotiate, finalize and upon the issuance of the Redevelopment District Subordinate Tax Increment Revenue Bonds, Series 2022 execute the Build-Operate-Transfer Agreement in a form substantially similar to the BOT Agreement attached hereto as Exhibit “B”.
- The RDC President is authorized to take any and all actions, including executing and delivering any documents or certificates, that the President or RDC’s counsel deem necessary or reasonably appropriate to effect the resolutions set forth herein. Any such actions taken, including any documents or certificates executed and delivered, are hereby ratified, confirmed and approved. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
3 PASSED AND ADOPTED by the Lafayette Redevelopment Commission on June 23,
LAFAYETTE REDEVELOPMENT COMMISSION
Jos Holman, President
James Foster, Vice President
Shelly Henriott, Secretary
Frank Donaldson, Commissioner
Jim Terry, Commissioner ATTEST:
Dave Moulton
Josh Loggins
Exhibit B
Construction Schedule shall mean a fully detailed schedule for construction of the Project. The Construction Schedule shall be consistent with a Substantial Completion Date for the Project occurring not later than December 31, 2023. Disbursement Request shall mean a “Disbursement Request” in the form attached as Exhibit E to this Agreement to be executed by Developer and presented to City for the purposes of requesting BOT Payments from City. Developer shall submit Disbursement Requests no more frequently than monthly. Documentation Costs shall mean all fees, costs, and expenses incurred by Developer in connection with drafting and negotiating this Agreement and any other documents contemplated by the foregoing to be executed in connection with the Project. Event of Default shall have the meaning set forth in Section 16. Final Documents and Drawings shall mean final Schematic Design Drawings, final Design Development Documents, final Construction Drawings, and the final Construction Schedule, as each is finalized and approved and accepted by the City. Final Inspection shall mean an inspection of the Project by City’s third-party representative upon substantial completion thereof. Final Payment Due Date shall mean the due date of the payment that is due after the Substantial Completion Date. Final Plans shall mean the aggregated Final Documents and Drawings. Force Majeure shall mean, with respect to a party: (a) an act or omission of the other party; or (b) any other cause that is not within the reasonable control of such party (including, without limitation: (i) historically unusual inclement weather; (ii) the historically unusual unavailability of materials, equipment, services or labor. Full Prepayment Date shall mean, in the case of the exercise by City of the Full Prepayment Option (or the permitted declaration by Developer of the exercise of the Full Prepayment Option), the date on which the final BOT Payment is to be paid. Full Prepayment Notice shall mean a written notice by the City notifying the Developer that it is exercising the Full Prepayment Option. Full Prepayment Option shall mean the option (but not the obligation) of City to satisfy its obligation in full with respect to the payment of the final BOT Payment in advance of the Final Payment Due Date. Inspection shall mean a Permitted Inspection or the Final Inspection, as applicable Latent Defect shall mean Material Defects that: (a) are not discovered; and (b) reasonably are not
discoverable; by City during a Permitted Inspection or the Final Inspection. Laws shall mean all applicable: (a) laws, statutes, and/or ordinances; (b) governmental rules, regulations, and/or guidelines of or from: (i) governmental agencies, boards, or departments; and (ii) judicial, administrative, or regulatory bodies; and (c) judicial orders, consents, and/or decrees. Material Defect shall mean any item or component of the Project that: (a) contains a defect in workmanship or materials which impairs the ability of the City to utilize it for the its intended use; (b) deviates materially from the Final Plans; or (c) has not been constructed in accordance with the terms and conditions of this Agreement. Non-Compliance Notice shall mean a written notice from City that identifies Material Defects discovered by City during a Permitted Inspection or the Final Inspection. Operating Period shall mean the period: (a) commencing on the Substantial Completion Date; and (b) ending on the date that is no more than thirty (30) days after the Substantial Completion Date; provided that City, at any time, may deliver written notice to Developer setting forth an earlier date on which the Operating Period shall end. Outstanding BOT Principal Amount shall mean, on a given date, the amount of the BOT Purchase Price which remains outstanding net of BOT Payments made by such date pursuant to the aggregated amount of the Disbursement Requests previously presented by Developer to City. P&P Bonds shall mean surety bonds provided on behalf of Developer from a surety which is on the U.S. Department of Treasury certified list. (https://www.fiscal.treasury.gov/surety-bonds/list- certified-companies.html). for the construction of the Project, with City named as the obligee, which shall specifically include: (a) a performance bond in the amount of 50% of the BOT Purchase Price; and (b) payment bond for 100% of the BOT Purchase Price; both issued in a form as may be approved by City. Payment Period shall mean the period: (a) commencing on full execution of this agreement; and (b) ending on the Final Payment Due Date. Permitted Change shall mean any change proposed by Developer and approved by City after independent party review to that portion of the Final Plans consisting of the final Construction Drawings, so long as such change: (a) is consistent with the Schematic Design Drawings or the Design Development Documents approved by City; (b) does not result in the Final Plans containing structurally flawed elements; (c) does not result in an increase in the Project Budget; and (d) does not make it unlikely, impracticable, or impossible for Developer to complete the Project, or any component thereof, by the applicable date set forth in the approved Construction Schedule. Permitted Inspection shall mean an inspection by City or its third-party representative of any item or component of the Project when deemed to be necessary or appropriate by City. Plan Schedule shall mean the schedule prepared by the Developer and Accepted by the City, which schedule is attached hereto as Exhibit B. The Plan Schedule contemplates that the substantial completion date will occur on or before December 31, 2023.
(i) Each of Developer and City shall execute the BOT Agreement; (ii) City shall grant access to allow Developer to construct the Project on the Project Site; (iii) Developer shall construct the Project on the Project Site; and (iv) The City shall make BOT Payments no more frequently than once per calendar month, the aggregate of which shall equal the BOT Purchase Price. (b) Conveyance. Subject to the terms and conditions of this Agreement: (i) Developer shall convey to City; and (ii) City shall purchase from Developer; title to the BOT Acquisition Property for the BOT Purchase Price.
3. Closing. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before July 1 3 , 202 2. The Closing Date shall be established mutually by Developer and City, and the Closing shall take place at such location as Developer and City mutually agree. 4. Closing Documents. At the Closing, the documents and instruments set forth in this Section shall be executed and/or delivered. (a) this BOT Agreement; (b) copies of such resolutions, consents, authorizations, and other evidence as either party reasonably may request to establish that: (i) the persons executing and delivering the foregoing documents have been empowered and authorized by all necessary action of Developer or City, as the case may be; and (ii) the execution and delivery of such documents, and the performance by Developer or City of its obligations hereunder and under the foregoing documents, have been authorized by Developer or City, as the case may be; and (c) such other customary documents and instruments as either party or the purchaser of the Bonds reasonably may request in connection with the Closing. 5. Conditions. (a) Mutual. Except to the extent waived by proceeding to the Closing, the obligation of each of Developer and City to proceed to the Closing is subject to the satisfaction, as of the Closing Date, of the conditions set forth in this Subsection. (i) Developer has obtained, or Developer and City are satisfied that Developer will be able to obtain, all Required Permits.
(ii) City has agreed to grant to Developer temporary access on, over, above, across, and through the Project Site for the specific purpose of constructing the Project in accordance with the terms and conditions of the BOT Agreement. Such access will automatically expire upon termination of the Operating Period without need for further action by the Parties. (iii) City has adopted all necessary resolutions authorizing the execution of, and the performance of its obligations under the documents contemplated by this Agreement to be executed by it. (iv) Developer has made a finding that there are no conditions with respect to the Project Site that will interfere with, or prohibit, construction of the Project in accordance with the its obligations or the terms and conditions of this Agreement. (b) Developer. In addition to the conditions set forth in Subsection 5(a), the obligation of Developer to proceed to the Closing is subject to the condition that: (i) there is no continuing breach by City of this Agreement; and (ii) all of the representations and warranties of City set forth in Section 6 are true and accurate in all respects. (c) City. In addition to the conditions set forth in Subsection 5(a), the obligation of City to proceed to the Closing is subject to the condition that: (i) there is no continuing breach by Developer of this Agreement; and (ii) all of the representations and warranties of Developer set forth in Section 6 are true and accurate in all respects. (d) Condition Failure. If one or more of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied, then, as its sole and exclusive remedy, the applicable party either may elect to: (a) waive satisfaction of the conditions and proceed to Closing; or (b) terminate this Agreement by a written notice to the other party; provided that, with respect to breaches of this Agreement by a party, the other party shall have the rights and remedies set forth in Section 17. Notwithstanding anything to the contrary set forth herein, Developer and City shall work diligently and in good faith to satisfy the conditions set forth in this Section.
6. Representations. Each of City and Developer represents and warrants that: (a) it has: (i) the power and authority, and has been authorized by proper action, to enter into this Agreement and perform its obligations hereunder; (ii) the power and authority to carry out all transactions contemplated by this Agreement; and (iii) complied with the Laws in all matters relating to such transactions; (b) neither the execution and delivery of this Agreement by it, nor the performance by it of its obligations hereunder: (i) violates any Law or the terms
