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Home My WebLink AboutCRC/CPA Event Parking Agreement 12-28-10EVENT PARKING AGREEMENT This Event Parking Agreement, executed this [day of December, 2010, by and between The City of Carmel Redevelopment Commission ( "CRC "), and Center for Performing Arts, Inc. ( "CPA "), Witnesses: Recitals WHEREAS, CRC has the right to use the Pedcor Office Parking Facilities for the purposes of providing parking for RPAC Patrons; WHEREAS, CRC owns the CRC Phase 1 Parking Facilities and, as the owner thereof, has the rightto use the CRC Phase 1 Parking Facilities for purposes of providing: (a) access to the RPAC Venues; and /or (h) parking for RPAC Patrons; WHEREAS, Carmel Theater owns the portion of Parcel 7c on which the Parcel 7c Garage is located; WHEREAS, pursuant to the Parcel 7c IPA, CRC has the right to occupy, possess, and use the Parcel 7c Garage; WHEREAS, CPA has the right and obligation to manage and operate the RPAC Venues; WHEREAS, CRC has the right to charge and collect the Parking Revenue; WHEREAS, CPA seeks to charge and collect the Parking Revenue on behalf of CRC; and WHEREAS, the parties desire to enter into this Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and CPA agree as follows: 1. Definitions. Annual Accounting shall mean, for a given Season Year, a certified accounting of the Parking Revenue for such Season Year, including, without limitation, the number of Tickets sold during such Season Year and the number of Valet Parking Revenue for such Season Year. Carmel Theater shall mean Carmel Theater Development Company, LLC. City shall mean the City of Carmel, Indiana. Commencement Date shall mean January 1, 2011. CPA shall mean Center for Performing Arts, Inc. CRC Phase 1 Garage Portion shall mean that portion of the portion of the Phase 1 Garage delineated on Exhibit A as the "CRC Phase 1 Garage Portion ". CRC Phase 1 Parking Facilities shall mean the Motorcourt Improvements and the CRC Phase 1 Garage Portion. Ending Date shall mean June 30, 2033. Event shall mean an event or performance held at any RPAC Venue. Event Parking shall mean parking in the Event Parking Facilities, which parking serves the RPAC Venues during the Events. Event Parking Agreement shall mean that certain Event Parking Agreement executed by and between CRC and CPA. Event Parking Facilities shall mean the Pedcor Office Parking Facilities, the CRC Phase 1 Parking Facilities, and the Parcel 7c Garage. Monthly Accounting shall mean, for a given calendar month, an accounting of the Parking Revenue for such calendar month, including, without limitation, the number of Tickets sold during such calendar month and the Valet Parking Revenue for such calendar month. Motorcourt Improvements shall mean a motorcourtthat: (a) allows convenient pick -up and drop -off of RPAC Patrons; and (b) includes at least 52 surface parking spaces. Operations Standard shall mean the standard: (a) determining the manner in which: (i) the Event Parking and the Valet Parking Services shall be managed and operated; and (ii) the Ticket Surcharge and the Valet Charge shall be collected; which standard shall be at least as high as the standards for management and operation by the City of other public facilities and operations within the Carmel City Center, including, without limitation, the RPAC Venues; and (b) requiring the management and operation of the Event Parking, the Valet Parking Services, and the collection of the Ticket Surcharge and the Valet Charge: (a) in a manner consistent with the management and operation of public facilities and operations within the Carmel City Center, including, without limitation the RPAC Venues; (b) in the interest, and for the benefit, of the people of the City; (c) in such a manner that promotes: (1) the interests and welfare of, and fosters favorable public relations for, the Carmel City Center, including, without limitation, the RPAC Venues; and (ii) good relations in dealings with the public. Overpayment shall mean, with respect to a given Season Year, the amount, if any, by which the Parking Revenue actually deposited in the Parking Revenue Account with respect to such Season Year exceeds the actual Parking Revenue for such Season Year, as reflected in the Annual Accounting for such Season Year. Parcel 7 shall mean that certain real estate delineated on Exhibit 8 as "Parcel 7 ". Parcel 7c shall mean that portion of Parcel 7 delineated on Exhibit 8 as `Parcel 7c ". Parcel 7e Garage shall mean the structured parking facility located (or currently under construction) on Parcel 7c. Parcel 7c IPA shall mean that certain Installment Purchase Agreement by and between CRC and dated as of December 1, 2009, pursuant to which CRC is acquiring the Parcel 7c Garage and other portions of Parcel 7c and the improvements located thereon, Parking Revenue shall mean:. (a) the Ticket Surcharge; and (b) the Valet Parking Revenue; in each case, actually received by CPA. Parking Revenue Account shall mean an account as directed in writing by CRC. Pedcor Office shalt mean Pedcor Office, LLC. Pedcor Office Parking Facilities shall mean: (a) the underground parking facilities located on the Pedcor Office Real Estate; and (b) the surface parking spaces located on the Pedcor Office Real Estate. ZADocumentstShoup. Jennylcry of Carmel ake City BanIA8MPAC Venues Parting Revenue\Everc Parking Ag eemo CEvent Parking Agreemenevl.vpd Pedcor Office Real Estate shall mean that certain real estate located directly across 3fd Avenue Southwest from Parcel 7, which real estate commonly is known as "Parcel 2 ". The Pedcor Office Real Estate is depicted on Exhibit C. Phase 1 shall mean that certain real estate delineated as Phase 1" on Exhibit A. Phase 1 is within that larger parcel of real estate commonly known as "Parcel 5 ". Phase 1 Garage shall mean the underground parking facilities located (or currently under construction) on Phase 1. Records shall mean books and records with respect to receipt of Parking Revenue, including, without limitation, the Annual Accounting, the Monthly Accounting, and customary supporting records and receipts. RPAC Patrons shall mean members of the general public attending events at one or more of the RPAC Venues. RPAC Venues shall mean the performing venues located on Parcel 7. Term shall have the meaning in Section 2. Season Year shall mean the 12 -month period commencing on July 1 and ending on the following June 30. Ticket shall mean a ticket to sold to an Event, whether at face value or at a discount. Ticket Surcharge shall mean a $2.50 surcharge for parking to be added to every Ticket. Underpayment shall mean, with respect to a given Season Year, the amount, if any, by which the actual Parking Revenue for such Season Year exceeds the Parking Revenue actually deposited in the Parking Revenue Account with respect to such Season Year, as reflected in the Annual Accounting for such Season Year. Valet Charge shall mean a fee charged to RPAC Patrons utilizing the Valet Parking Services. Valet Parking Revenue shall mean: (a) all gross revenue, excluding tips, received in connection with the management and operation of the Valet Parking Services; less (b) amounts actually paid to the party or parties performing the Valet Parking Services. Valet Parking Services shall mean valet parking serving the RPAC Patrons during the Events. 2. Term. The 'Term' shall mean the period: (a) commencing on the Commencement Date; and (b) ending on the Ending Date. 3. General Obligations. Commencing on July 1, 2011, and continuing until the Ending Date, CPA shall: (a) manage and operate the Event Parking and the Valet Parking Services in accordance with the Operations Standard; (b) charge and collect the Ticket Surcharge and the Valet Charge in accordance with the Operations Standard; provided that the Ticket Surcharge shall not be required with respect to tickets provided to RPAC Patrons gratis by the City, CRC, or CPA; and Z \Dowmen6iShoup. Jennf*City of Cam,MLOke City Bankt8M -PAC Venues Parking RevenuelEvent Partdng AgremenfEveta Parking Agreementvt.mpd (c) within 15 days after the end of each calendar month, deposit by wire transfer the Parking Revenue into the Parking Revenue Account. 4. Records. CPA shall: (a) prepare and keep a permanent, accurate, full, and complete set of the Records; (b) keep the Records for at least three years after the expiration of the Season Year to which they pertain; (c) within 15 days after the end of each calendar month beginning July 2011, deliver electronically to CRC the Monthly Accounting for the prior calendar month, with a hard copy of such Monthly Accounting delivered promptly thereafter; (d) within 15 days after request by CRC, deliver electronically to CRC the Monthly Accounting by: (i) RPAC Venue; (ii) Event; and /or (iii) other reasonable basis requested by CRC; tor any requested calendar month, with a hard copy of such Monthly Accounting delivered promptly thereafter; (e) within 90 days after the end of each Season Year, deliver the Annual Accounting for the prior Season Year; and (f) within 15 days after request by CRC, deliver electronically to CRC the Annual Accounting by: (i) RPAC Venue; (ii) Event; and /or (iii) other reasonable basis requested by CRC; for any requested Season Year, with a hard copy of such Annual Accounting delivered prom ptly thereafter. 5. Adjustments. In the event of an Underpayment, CPA shall deposit by wire transfer the full amount of such Underpayment into the Parking Revenue Account concurrently with delivery of the Annual Accounting reflecting such Underpayment, In the event of an Overpayment, the amount of such Overpayment shall be credited against the amounts to be deposited by CPA pursuant to Subsection 3(c) until the amount of such Overpayment is exhausted; provided that, if there is an Overpayment during the final Season Year of the Term, then CRC shall pay to CPA the full amount of such Overpayment reasonably promptly after delivery of the Annual Accounting reflecting such Overpayment. 6. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by facsimile, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of receipt, addressed as follows, to: (a) CRC at 30 West Main Street, Suite 220, Carmel, Indiana 46032, Facsimile: 317 - 844 -3498, Attn: Les Olds, with a copy to: Karl P. Haas, Esq., W allack Somers & Haas, PC, One Indiana Square, Suite 1500, Indianapolis, Indiana 46204, Facsimile: 317- 231 -9900; and (b) CPA at , Facsimile: Attn: with a copy to Facsimile: , Attn: . Either party may change its address for notice from time to time by delivering notice to the other party as provided above. 7. Authority. Each undersigned person executing this Agreement on behalf of CRC and CPA represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary action of CRC and CPA, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement have been authorized by CRC and CPA, respectively. 8. Applicable Law. The validity, construction, interpretation, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to Z':Daamens1Shoup. JemyClty or Carnel'Lake City BonMBAWAC Venues Parldng Revenue \Event Parking Agreernent\Event Parldng Agreernentvl,vgd principles of conflicts of law. All actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. The parties waive, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right to assert the doctrine of 'forum non conveniens" or to object to venue; in either case to the extent any proceeding is brought in accordance with this Section. 9. Miscellaneous. This Agreement shall inure to the benefit of, and be binding upon, each of CRC and CPA, and its respective successors and assigns. The captions used in this Agreement are for convenience only and are not to be construed as defining or limiting the terms and conditions of this Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and may be modified, amended, or revised only by a written agreement signed by each of the parties. This Agreement may be executed in counterparts, each of which shall be an original, but all of which, when taken together, shall constitute the same agreement. )Signature page to follow.] IN WITNESS WHEREOF, CRC and CPA have executed this Agreement as of the date set forth above. ZADoeumentsliSMUp, Jaruiytity et Carnier Lake City sank\SM -PAC Venues Parking RevenuelEvent Parb g AgreemenwEvent Parking AgreemenLVLwpd THE DE CITY OF CARMEL PMENT COMMISSION Ronald E. Carter, President CENTER FOR THE PERFORMING ARTS, INC. By: Printed: Title: principles of conflicts of law. All actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. The parties waive, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right to assert the doctrine of "forum non conveniens" or to object to venue; in either case to the extent any proceeding is brought in accordance with this Section. 9. Miscellaneous. This Agreement shall inure to the benefit of, and be binding upon, each of CRC and CPA, and its respective successors and assigns. The captions used in this Agreement are for convenience only and are not to be construed as defining or limiting the terms and conditions of this Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter h "ereof, and may be modified, amended, or revised only by a written agreement signed by each of the parties. This Agreement may executed in counterparts, each of which shall be an original, but all of which, when taken together, shall constitute the same agreement. [Signature page to follow.] IN WITNESS WHEREOF, CRC and CPA have executed this Agreement as of the date set forth above. ZiDovar,entstSh up, Jennyteity et CanreNake City Bankt8M.PAC Venues Parldng ReveeuelEvcnt Parking Agreement Event Parking Agreernent.v1.upd THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: CENTE A Ronald E. Carter, President THE PERFORMING Prince p� � rick /�y/ . Title: " tr 1>!N INDEX TO EXHIBITS Exhibit A Delineation of CRC Phase 1 Garage Portion Exhibit B Delineation of Parcel 7 and Parcel 7c Exhibit C Pedcor Office Real Estate Z Docunients\SMoup. 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