SEVEN RESOLUTIONS PASSED BY DC REDEVELOPMENT COMMISSION FOR SKALLY's and MAXWELL"S PROPERTIES

SEVEN RESOLUTIONS PASSED BY DC REDEVELOPMENT COMMISSION FOR SKALLY's and MAXWELL"S PROPERTIES

RESOLUTION NO. _____________

A RESOLUTION OF THE DEARBORN COUNTY REDEVELOPMENT COMMISSION IRREVOCABLY PLEDGING A PORTION OF CERTAIN TAX INCREMENT REVENUES FROM THE SKALLY’S BAKERY ALLOCATION AREA TO THE PAYMENT OF THE DEARBORN COUNTY, INDIANA, TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2016A (ODETTE, LLC PROJECT)

WHEREAS, the Dearborn County Redevelopment Commission (the “Commission”) has created the Dearborn County Expanded Economic Development Area, has designated a portion of such area as the Skally’s Bakery Allocation Area (the “Allocation Area”) for purposes of the allocation and distribution of property taxes under IC 36-7-14-39 and IC 36-7-14-39.3, and has created the Skally’s Bakery Allocation Fund (the “Allocation Fund”) pursuant to IC 36-7-14-39; and

WHEREAS, Odette, LLC, or an affiliate thereof (the “Company”) intends to finance the purchase of improvements (the “Project”), which will be located in the Allocation Area; and

WHEREAS, the Dearborn County Economic Development Commission has approved the issuance of the Dearborn County, Indiana, Taxable Economic Development Revenue Bonds, Series 2016A (Odette, LLC Project) (the “Bonds”), the proceeds of which will be provided to the Company and applied to costs of the Project; and

WHEREAS, as an inducement to the Company to undertake the Project and create and preserve jobs in Dearborn County, the Commission has agreed to pledge a portion of the tax increment revenues generated from the depreciable personal property of the Company in the Allocation Area to the payment of the Bonds;

NOW, THEREFORE, BE IT RESOLVED by the Dearborn County Redevelopment Commission, as follows:

1. Sixty-five percent (65%) of depreciable personal property tax increment revenues generated semiannually in the Allocation Area and deposited into the Allocation Fund pursuant to IC 36-7-14-39 and IC 36-7-14-39.3 during a ten-year period beginning in 2019, or, at the option of the Company, 2020 (the “TIF Revenues”), shall be set aside and used only as set forth in this Resolution (such percentage referred to herein as the “Pledged TIF Revenues”). The pledge of TIF Revenues set forth herein shall relate solely to investments made by the Company relating to the current Phase of its development, and shall not include tax increment revenues from investment made other than as part of the current Phase of its development prior to January 1, 2019.

2. On each June 28 and December 28, beginning June 28, 2019 (or such other dates as the proper officers of the Commission may approve), all Pledged TIF Revenues shall be immediately transferred to the appropriate trustee or agent for deposit into the appropriate funds and accounts and application to the payment of the Bonds.

3. Pursuant to IC 36-7-14-39(b)(3)(D) and IC 5-1-14-4, the Commission hereby pledges the Pledged TIF Revenues deposited into the Allocation Fund for application to the payment of the Bonds.

4. Upon the defeasance of the Bonds, any moneys remaining in the funds and accounts applicable to the Bonds shall be returned to the Commission for deposit into the Allocation Fund and may be used by the Commission for any purpose permitted by law.

5. The proper officers of the Commission are hereby authorized to take such further actions and enter into such agreements as they deem necessary or appropriate in furtherance of the matters approved hereby.

6. This resolution shall take effect immediately upon adoption by the Commission.

Adopted the 4th day of February, 2016.

DMS 3577196v1

RESOLUTION NO. __________

A RESOLUTION OF THE DEARBORN COUNTY REDEVELOPMENT
COMMISSION APPROVING AN ECONOMIC DEVELOPMENT
AGREEMENT WITH ODETTE, LLC, AND
CERTAIN OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, the Dearborn County Redevelopment Commission (the “Commission”) desires to foster economic development within Dearborn County, Indiana (the “County”) and benefit the health and general welfare of the citizens of the County; and

WHEREAS, Odette, LLC or an affiliate thereof (“the Developer”) and the County have discussed a project under which the Developer would construct and equip manufacturing operations and related facilities in the County (the “Project”); and

WHEREAS, to provide for the orderly and timely development of the Project, the Developer has requested certain economic development incentives from the County, including a contribution in the amount of not to exceed $800,000, to be financed through the issuance of bonds of the County (the “County Contribution”); and

WHEREAS, the Commission has determined that development of the Project, the financing of the County Contribution and the provision of certain other incentives to the Developer are in the best interests of the citizens of the County; and

WHEREAS, the Commission desires to approve the execution of an Economic Development Agreement, among the County, the Commission and the Developer, a form of which has been presented to the Commission on the date hereof (the “Economic Development Agreement”), pursuant to which certain incentives will be provided to the Developer in exchange for its commitment to complete the Project, all subject to the terms set forth therein.

NOW, THEREFORE, BE IT RESOLVED by the Dearborn County Redevelopment Commission, that:

The President of the Commission is hereby authorized and directed, in the name and on behalf of the Commission, to execute and deliver the Economic Development Agreement, with such changes and modifications as such officer deems necessary or appropriate to effectuate this Resolution, said President’s execution thereof to be conclusive evidence of his approval of such changes.
The President of the Commission and other members of the Commission are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this Resolution.
This Resolution shall be in full force and effect from and after its adoption.

Adopted the 4^th day of February, 2016.

DMS 3577385v1

Resolution No. ____________

Resolution of the Dearborn County
Redevelopment Commission Confirming the Amendment
of the Economic Development Plan for
the West Harrison Expanded Economic Development Area

Whereas, the Dearborn County (the “County”) Redevelopment Commission (the “Commission”), as the governing body for the Dearborn County Redevelopment Department (the “Department”), previously adopted a Declaratory Resolution (as previously adopted and amended, the “Original Resolution”) designating an area known as the West Harrison Expanded Economic Development Area (the “Economic Development Area”), as an economic development area pursuant to Indiana Code Section 36-7-14, as amended (the “Act”); and

Whereas, the Original Resolution approved an economic development plan for the Economic Development Area (as previously approved and amended, the “Original Plan”); and

Whereas, the Commission, on November 12, 2015, adopted a Declaratory Resolution (the “Declaratory Resolution”), amending the Original Resolution and the Original Plan to provide for the following (collectively, the “Amendment”) (the Original Plan, as previously amended, and as further so amended, the “Amended Plan”):

1. Reduction of the existing West Harrison Expanded Economic Development Area Allocation Area contained within the Economic Development Area;

2. The addition of certain parcels to the Economic Development Area (the “Expansion Area”);

3. The expansion of the Economic Development Area and related allocation area to include a road, as described in the Declaratory Resolution;

4. The designation of such excluded area, together with the Expansion Area, as a new allocation area to be known as the “Skally’s Bakery Allocation Area;” and

5. The addition of projects to the Plan, including without limitation (a) the application of a portion of tax increment revenues from the Skally’s Bakery Allocation Area to pay principal and interest on bonds to be issued on behalf of Odette, LLC (d/b/a Skally’s Bakery), or an affiliated company, and/or West Harrison LLC, or an affiliated company; (b) acquisition of infrastructure improvements; (c) demolition costs; and (d) acquisition from time to time of parcels from the County;

Whereas, the Dearborn County Plan Commission, on November 23, 2015, approved and adopted an Order (the “Plan Commission Order”) determining that the Declaratory Resolution and the Amended Plan conform to the plan of development for the County and approving the Declaratory Resolution and the Amended Plan; and

Whereas, pursuant to Section 16 of the Act, the Board of Commissioners of the County, on January 19, 2016, adopted a resolution which approved the Declaratory Resolution, the Amended Plan and the Plan Commission Order; and

Whereas, the Commission has received the written orders of approval as required by Section 17(a) of the Act; and

Whereas, pursuant to Section 17 of the Act, the Commission caused to be published a Notice of Public Hearing with respect to the Amendment and filed a copy of said Notice in the offices of all departments, bodies or officers of the County having to do with County planning, variances from zoning ordinances, land use or the issuance of building permits, and the Commission complied with other notice requirements in accordance with the Act; and

Whereas, at the hearing (the “Public Hearing”) held by the Commission on February 4, 2016, the Commission heard all persons interested in the proceedings and considered any written remonstrances that were filed and all evidence presented; and

Whereas, the Commission now desires to take final action determining the public utility and benefit of the proposed development projects for the Economic Development Area and confirming the Declaratory Resolution, in accordance with Section 17 of the Act.

Now, Therefore, be it Resolved by the Dearborn County Redevelopment Commission, as follows:

The Commission hereby reconfirms the findings and determinations set forth in the Original Resolution with respect to the Economic Development Area, as previously amended.
After considering the evidence presented at the Public Hearing, the Commission hereby confirms the findings and determinations, designations and approving and adopting actions contained in the Declaratory Resolution.
After considering the evidence presented at the Public Hearing, the Commission hereby finds and determines that it will be of public utility and benefit to proceed with the proposed projects set forth in the Amended Plan, and the Amended Plan is hereby approved in all respects.
The Declaratory Resolution is hereby confirmed.
This Resolution constitutes final action, pursuant to Section 17(d) of the Act, by the Commission determining the public utility and benefit of the proposed projects and confirming the Declaratory Resolution pertaining to the Economic Development Area.
The Secretary of the Commission is directed to record the final action taken by the Commission pursuant to the requirements of Sections 17(d) of the Act.

Adopted the 4^th day of February, 2016.

DMS 3565802v1

RESOLUTION NO. _______

RESOLUTION OF THE DEARBORN COUNTY REDEVELOPMENT COMMISSION AUTHORIZING THE DISPOSITION OF CERTAIN PROPERTY IN THE WEST HARRISON EXPANDED ECONOMIC DEVELOPMENT AREA, AND RELATED MATTERS

WHEREAS, the Dearborn County Redevelopment Commission (the “Commission”) has previously created an economic development area designated as the West Harrison Expanded Economic Development Area (the “Economic Development Area”) pursuant to I.C. 36-7-14, as amended (the “Act”); and

WHEREAS, the Commission has adopted an Economic Development Plan (as amended from time to time, the “Economic Development Plan”), which sets forth various economic development projects for the Economic Development Area; and

WHEREAS, the Economic Development Plan contemplates the disposition of certain property described in Appendix A hereto (the “Property”) in accordance with the requirements of the Act; and

WHEREAS, the Commission caused to be published a notice of request for proposals relating to the disposition of the Property (the “Notice of Disposition”) in accordance with law; and

WHEREAS, by February 4, 2016, the date by which proposals for the acquisition of the Property were required to be submitted, no proposal was submitted which complied with the requirements for the Property set forth in the offering sheet relating to the disposition of the Property (the “Offering Sheet”); and

WHEREAS, the Act provides that, after the opening and consideration of written offers filed in response to the publication of a notice of disposition, the Commission is authorized to dispose of the subject property by private negotiation, so long as, for a period of thirty (30) days after the opening of the offers, the Commission is not permitted to sell such property at a price less than the minimum purchase price set forth in the offering sheet relating thereto; and

WHEREAS, the Commission has received no expressions of interest from any party wishing to purchase the Property in full compliance with the Offering Sheet;

NOW, THEREFORE, BE IT RESOLVED BY THE DEARBORN COUNTY REDEVELOPMENT COMMISSION AS FOLLOWS:

Authorization for Disposition of Property. Subject to the confirmation by the President of the Commission that no further expressions of interest for the purchase of the Property have been received by March 7, 2016, the President of the Commission is hereby authorized, beginning on March 7, 2016, to dispose of the Property on behalf of the Commission on such terms (including at such price, which may be a nominal price) as such officer determines to be most advantageous to the Commission; provided that such officer may dispose of the Property only to a party that commits to comply with all requirements for the Property set forth in the Offering Sheet other than the minimum offering price.
Effectiveness. This Resolution shall be in full force and effect from and after its passage.

Adopted this 4th day of February, 2016.

EXHIBIT A

DMS 3597268v1

RESOLUTION NO. _____________

WHEREAS, West Harrison, LLC, or an affiliate thereof (the “Company”), intends to finance the acquisition, construction, renovation, and equipping of economic development facilities for use by the Company in its commercial development and related operations, which are in or directly serving and benefiting the Allocation Area (collectively, the “Project”); and

WHEREAS, the Dearborn County Economic Development Commission has approved the issuance of the Dearborn County, Indiana, Taxable Economic Development Revenue Bonds, Series 2016B (West Harrison, LLC Project) (the “Bonds”), the proceeds of which will be provided to the Company and applied to costs of the Project; and

WHEREAS, as an inducement to the Company to undertake the Project and create and preserve jobs in Dearborn County, the Commission has agreed to pledge a portion of the tax increment revenues generated from certain real property improvements of Odette, LLC (or its affiliates) (the “Designated Taxpayer”), in the Allocation Area to the payment of the Bonds;

NOW, THEREFORE, BE IT RESOLVED by the Dearborn County Redevelopment Commission, as follows:

1. Eighty percent (80%) of real property tax increment revenues generated semiannually in the Allocation Area and deposited into the Allocation Fund pursuant to IC 36-7-14-39 and IC 36-7-14-39.3 during a ten-year period beginning in 2019, or, at the option of the Company, 2020 (the “TIF Revenues”), shall be set aside and used only as set forth in this Resolution (such percentage referred to herein as the “Pledged TIF Revenues”). The pledge of TIF Revenues set forth herein shall relate solely to investments made by the Designated Taxpayer relating to the current Phase of its development, and shall not include tax increment revenues from investment made other than as part of the current Phase of the Designated Taxpayer’s development prior to January 1, 2019.

3. Pursuant to IC 36-7-14-39(b)(3)(D) and IC 5-1-14-4, the Commission hereby pledges the Pledged TIF Revenues deposited into the Allocation Fund for application to the payment of the Bonds.

6. This resolution shall take effect immediately upon adoption by the Commission.

Adopted the 4th day of February, 2016.

DMS 3577272v1

RESOLUTION NO. __________

A RESOLUTION OF THE DEARBORN COUNTY REDEVELOPMENT
COMMISSION APPROVING AN ECONOMIC DEVELOPMENT
AGREEMENT WITH WEST HARRISON, LLC AND
CERTAIN OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, West Harrison, LLC or an affiliate thereof (“the Developer”) and the County have discussed a project under which the Developer would construct and equip commercial development and related facilities in the County (the “Project”); and

WHEREAS, to provide for the orderly and timely development of the Project, the Developer has requested certain economic development incentives from the County, including a contribution in the amount of not to exceed $3,000,000, to be financed through the issuance of bonds of the County (the “County Contribution”); and

NOW, THEREFORE, BE IT RESOLVED by the Dearborn County Redevelopment Commission, that:

The President of the Commission is hereby authorized and directed, in the name and on behalf of the Commission, to execute and deliver the Economic Development Agreement, with such changes and modifications as such officer deems necessary or appropriate to effectuate this Resolution, said President’s execution thereof to be conclusive evidence of his approval of such changes.
The President of the Commission and other members of the Commission are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this Resolution.
This Resolution shall be in full force and effect from and after its adoption.

Adopted the 4^th day of February, 2016.

DMS 3577385v1

RESOLUTION NO. __________

A RESOLUTION OF THE DEARBORN COUNTY REDEVELOPMENT
COMMISSION APPROVING A LICENSE AGREEMENT WITH ODETTE, LLC,

AND CERTAIN OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, the Dearborn County Redevelopment Commission (the “Commission”) is the owner of certain parcels of real property located in Dearborn County, Indiana in the West Harrison Expanded Economic Development Area as more particularly described in, and depicted on, Exhibit A attached hereto (the “Licensed Premises”);

WHEREAS, Odette, LLC intends to purchase the Licensed Premises from the Commission within two (2) months of the effective date of the License Agreement (as defined below), but needs access to the Licensed Premises immediately to commence construction of certain improvements to the Licensed Premises;

WHEREAS, in order to accommodate Licensee, the Commission will provide a non-exclusive license to Licensee; and

WHEREAS, the Commission desires to approve the execution of a License Agreement between the Commission and the Licensee, a form of which has been presented to the Commission on the date hereof (the “License Agreement”), pursuant to which the Commission will provide a non-exclusive license to Licensee, all subject to the terms set forth therein.

NOW, THEREFORE, BE IT RESOLVED by the Dearborn County Redevelopment Commission, that:

The President of the Commission is hereby authorized and directed, in the name and on behalf of the Commission, to execute and deliver the License Agreement, with such changes and modifications as such officer deems necessary or appropriate to effectuate this Resolution, said President’s execution thereof to be conclusive evidence of his approval of such changes.
The President of the Commission and other members of the Commission are hereby authorized to take all such actions and execute all such instruments as are necessary or desirable to effectuate this Resolution.
This Resolution shall be in full force and effect from and after its adoption.

Adopted the 4^th day of February, 2016.

EXHIBIT A

DMS 3596531v1

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Thursday, February 04, 2016

SEVEN RESOLUTIONS PASSED BY DC REDEVELOPMENT COMMISSION FOR SKALLY's and MAXWELL"S PROPERTIES

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