Zionsville Town Council

Draft of 02/19/14 RESOLUTION NO. ________ RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF ZIONSVILLE, BOONE COUNTY, INDIANA, AUTHORIZING PROPERTY ACQUISITION AND DISPOSITION WITH THE TOWN OF ZIONSVILLE REDEVELOPMENT DISTRICT, BOONE COUNTY, INDIANA AND THE ZIONSVILLE COMMUNITY SCHOOLS, BOONE COUNTY, INDIANA WHEREAS, the Town of Zionsville Redevelopment Commission (the “Commission”), acting as the governing body of the Town of Zionsville Redevelopment District, Boone County, Indiana (the “District”), the Zionsville Community Schools, Boone County, Indiana (“ZCS”), and Rockland Development, LLC (“Rockland”) have previously entered into an Assignment Agreement, dated as of May 23, 2012 (the “Original Assignment Agreement”), pursuant to which on May 23, 2013 (the “Closing Date”), (a) ZCS received fee simple title to the ZCS Portion (as defined in the Original Assignment Agreement) for the purposes of locating and constructing a maintenance and warehousing facility for ZCS vehicles and equipment, and (b) the Commission received fee simple title to the portion of the Property (as defined in the Original Assignment Agreement) excluding the ZCS Portion (the “Original Redevelopment Portion”) to foster new economic development initiatives within the EDA (as defined in the Original Assignment Agreement); and WHEREAS, the Commission, based on certain information received after the Closing Date, believes it will be able to more easily and more timely foster some or all of such new economic development initiatives on some or all of the Property if ZCS agrees to convey fee simple title of the ZCS Portion to the Commission and locates and constructs a maintenance and warehousing facility for ZCS vehicles and equipment (the “ZCS Maintenance and Warehouse Building”) on real property that is not part of the Property; and WHEREAS, ZCS currently owns or controls real property located on CR 875E (the “ZCS 875 Property”) and the Town desires to acquire from ZCS between ten (10) and eleven (11) acres of the ZCS 875 Property for the purpose of providing park and recreational benefits to the residents of the Town; and WHEREAS, (a) the Town desires to convey fee simple title of the real property commonly known as Jennings Field to ZCS (the “Jennings Field Property”) to ZCS, (b) ZCS desires to convey fee simple title of the ZCS Portion to the Commission and construct the ZCS Maintenance and Warehouse Building on a portion of the ZCS 875 Property, and (c) ZCS desires to convey fee simple title of between ten (10) acres and eleven (11) of the ZCS 875 Property to the Town for the purpose of providing park and recreational benefits to the residents of the Town (the “Town 875 Portion”), all in accordance with the terms and conditions set forth in the Original Assignment Agreement, as amended and supplemented by a First Amendment to Assignment Agreement in the form substantially similar to the form presented to the Town Council of the Town (the “Town Council”) at this meeting (the “First Amendment”); and WHEREAS, Indiana Code § 36-1-11-8 permits the transfer or exchange of property among governmental entities upon terms and conditions agreed upon by the governmental entities as evidenced by adoption of a substantially identical resolution by each governmental entity; and WHEREAS, the Town Council now desires to acquire the Town 875 Portion, to convey the Jennings Field Property to ZCS and to permit the Commission to acquire the ZCS Portion on the terms and conditions set forth in the Original Assignment Agreement, as amended by the First Amendment; and  WHEREAS, the Commission is anticipated to approve a resolution substantially identical to this Resolution at a meeting anticipated to be held on _____________, 2014, and the Board of School Trustees of ZCS is anticipated to approve a resolution substantially identical to this Resolution at its regularly scheduled meeting on March 10, 2014. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF ZIONSVILLE, BOONE COUNTY, INDIANA, AS FOLLOWS: Section 1. Based on the foregoing recitals, the Town Council hereby determines it is in the best interest of the Town to acquire the Town 875 Portion, to convey the Jennings Field Property to ZCS and to permit the Commission to acquire the ZCS Portion on the terms and conditions set forth in the Original Assignment Agreement, as amended by the First Amendment. Section 2. The form of the First Amendment, substantially in the form presented to the Town Council at this meeting and attached to this Resolution as Attachment A, is hereby approved, and the President of the Town Council (the “President”) or any other officer of the Town Council be, and hereby is, authorized and directed to execute and deliver the First Amendment, with such changes to the First Amendment as such person deems necessary or advisable, in the name and on behalf of the Town, and the Vice President of the Town Council (the “Vice President”) or any other officer of the Town Council be, and hereby is, authorized and directed to attest such execution and delivery and any such execution and/or attestation heretofore effected be, and hereby are, ratified and approved. Section 3. Each of the President, the Vice President, any other officer of the Town Council and the Town Manager of the Town (the “Town Manager”) is hereby authorized to execute and deliver appropriate conveyance instruments, documents, certificates, and agreements in the name of and on behalf of the Town in connection with the transactions set forth in this Resolution and to take any and all actions which such person deems necessary or appropriate regarding such transactions; provided, however, the terms and conditions of any such document shall be consistent with the terms and conditions approved in this Resolution. Any and all documents executed by the President, the Vice President, any other officer of the Board or the Town Manager in connection with the actions contemplated by this Resolution and any and all actions previously, or to be, taken by the President, the Vice President, any other officer of the Board or the Town Manager in connection with the actions contemplated by this Resolution be, and hereby are, ratified and approved. This Resolution hereby is ADOPTED by the Town Council of the Town of Zionsville, Boone County, Indiana, this 3rd day of March, 2014. By: Jeff Papa, President ATTEST: By: _____________________________ Steve Mundy, Vice President 2  ATTACHMENT A FORM OF FIRST AMENDMENT TO ASSIGNMENT AGREEMENT INDS01 JJQ 1444072v1