HomeMy WebLinkAboutProject Agreement/Indiana Spine Group Project/Browning Investments/CRC •
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PROJECT AGREEMENT
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This ProjectAgreement(the°Agreement"),executed by and between Browning lntes ments,
Inc. (the "Developer"), and The City of Carmel Redevelopment Commission ("CRC") this .11'day of
July.2011.Witnesses:
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Recitals •
WHEREAS,Developer controls the Project Site,other than the Spine Center Site and the
Hotel Site; -
WHEREAS,Developer intends to develop the Project Site to include:(a)a hotel on the Hotel
Site; (b)a medical office building,ambulatory surgery center, and learning skills training lab on the Spine
Center Site;and(c)retail,residential,medical,and office uses;
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WHEREAS,Developer has requested that CRC issue the TIF Bond and allow Developer to
capture the Developer increment Share; - I
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WHEREAS,CRC is amenable to issuing the TIF Bond;so long as:(a)Developer constructs
the Required Site Improvements; (b)Developer causes the owner of the Spine Center Site to execute the
Spine Center PILOT Agreement; and (c) if Developer draws aggregate Bond Proceeds in excess of the
Threshold Amount,then:(I)Developer constructs the Infrastructure Improvements;and(fi)additional PILOT
Agreements are executed in accordance with this Agreement;
WHEREAS,Developer has agreed:(a)to construct the Required Site Improvements;(b)to
cause the owner of the Spine Center Site to execute the Spine Center PILOT Agreement;and(c)that,if it
• draws aggregate Bond Proceeds in excess of the Threshold Amount,then Developer shall:(i)construct the
• Infrastructure Improvements; and (ii) execute, and/or cause other owners of the Project Sj(Q to execute,
additional PILOT Agreements in accordance with this Agreement;and
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WHEREAS, Developer and CRC desire to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby,Developer and CRC agree as follows:
1. Defined Terms.
Assessed Value shall mean the value of a PILOT Site,as assessed by the applicable taking authorities for
the purpose of determining ad valorem real property taxes with respect to such PILOT Site.
Bond Costs shall mean,with respect to the TIF Bonds,costs of issuance(including commissions,fees,and
discounts),the amount of any required debt service reserves,and capitalized interest.
Bond issuance Date shall mean the date on which the TIF Bond is issued by CRC. •
Bond Proceeds shall mean the proceeds of,the TIF Bond,net of the Bond Costs. By way of clarification,by
defining Bond Proceeds as being net of the Bond Costs,the result is that all thresholds in this Agreement
(including the $550,000.00 Threshold Amount, and the $3,342,500.00 and $3,892,500.00 set forth In
Section 6)refer to amounts that do not include the Bond Costs.
Change Order shall mean a change order executed by CRC and Developer finalizing the inclusion into the
Final Plans of a change proposed in a Change Order Request by Developer that is approved by CRC;
provided that,In the case of a Permitted Change,such change order shall be effective if executed only by
Developer.
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Change Order Request shall mean a written request for a change to the Final Plans.
City shall mean the City of Carmel,Indiana.
Claims shall mean claims,damages,losses,and expenses(including,without limitation,attorneys'fees).
Construction Drawings shall mean construction drawings with respect to the construction of the
Infrastructure Improvements In accordance with the Design Development Documents,which drawings shall
be consistent with the Design Development Documents and the Construction Schedule approved by CRC.
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Construction Schedule shall mean a detailed schedule for construction of the Infrastructure improvements
in accordance with the Final Plans, which schedule shall reflect that Developer shall complete the
Infrastructure Improvements on or before the date that is_months after the date on which Developer makes
a draw of Bond Proceeds,the result of which draw is that Developer has drawn aggregate Bond Proceeds
• in excess of the Threshold Amount.
Construction Trade shall mean any trade or other discrete aspect of construction of the Infrastructure
Improvements.
Cure Period shall mean a period of 30 days after a party failing to perform or observe any term or condition
• of this Agreement to be performed or observed by it receives notice specifying the nature of the failure;
provided that,if the failure Is of such a nature that it cannot be remedied within 30 days,despite reasonably
diligent efforts,then the 30 day period shall be extended as reasonably may be necessary for the defaulting
party to remedy the failure, so long as the defaulting party:(a)commences to remedy the failure within the
30 day period;and(b)diligently pursues such remedy to completion.
Design Development Documents shall mean detailed design development documents for the Infrastructure •
Improvements,which documents shall be consistent with the Schematic Design Drawings and the Laws.
Developer Increment Share shall mean a share of the Increment on a dollar for dollar basis that is equal to
the lesser of:(a)50% of the Increment;or(b)the amount required to pay the debt service on the TIF Bond.
Developer Party shall mean Developer and all other owners of a portion of the Project Site(other than the
Hotel Site).
Event of Default shall have the meaning set forth to Subsection 13(a).
Final Documents and Drawings shall mean final schematic design drawings, final design development
documents, the final Construction Schedule, and final construction drawings, as each is finalized and
approved or reviewed by CRC pursuant to Section 10.
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Final Inspection shall mean an inspection of the Infrastructure Improvements,or a discrete portion thereof,• •
• after substantial completion thereof.
Final Plans shall mean the aggregated Final Documents and Drawings.
Force Majeure shall mean,with respect to Developer or CRC:(a)an act or omission of the other party;or
(b)any other cause that Is not within the reasonable control of Developer or CRC, respectively(Including,
without limitation,unusually inclement weather,the unusual unavailability of materials,equipment,services
or labor,and utility or energy shortages or acts or omissions of public utility providers).
Hotel Site shall mean that portion of the Project Site delineated as the"Hotel Site"on the Site Plan. The Hotel
Site is located within the M&M 1 Site.
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Increment shall mean the incremental Tax Revenue for the Project Site.
Infrastructure Improvements shall mean the infrastructure improvements to the Project Site that are
specified on Exhibit E(which infrastructure improvements include,without limitation,roads,water lines,sewer
facilities,and drainage Improvements,all as specified on Exhibit E).
• Inspecting Architect shall mean an architect designated by CRC as its inspecting architect.
Latent Defect shall mean those material defects In the construction of the infrastructure Improvements that:
(a)are not discovered;and(b)reasonably are not discoverable; by CRC or the Inspecting Architect during
• a Permitted Inspection or a Final Inspection.
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Laws shall mean all applicable laws,statutes,and/or ordinances,and any applicable governmental rules,
regulations,guidelines,orders,and/or decrees.
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. M&M 1 PILOT Agreement shall mean one or more agreements for payments in lieu of taxes with respect to
a portion of the M&M 1 Site,which agreements:(a)are executed pursuant to Subsection 6(b);(b)shall be in
• a form substantially similar to the executed Spine Center PILOT Agreement and the M&M 2 PILOT
Agreement;and(c)otherwise be consistent with the terms and conditions of Section 3.
M&M 1 PILOT Title Commitment shall mean a commitment for a policy of title insurance that insures the
interests of CRC under an M&M 1 PILOT Agreement,which commitment Is issued by the Title Insurer.
M&M 1 Site shall mean that portion of the Project Site delineated as"Meridian and Main 1"on the Site Plan. •
M&M 2 PILOT Agreement shall mean one or more agreements for payments in lieu of taxes, which
agreements,in the aggregate:(a)shall apply to the entirety of the M&M 2 Site;(b)be in a form substantially
similar to the executed Spine Center PILOT Agreement;and(c)otherwise shall be consistent with the terms F
and conditions of Section 3.
M&M 2 PILOT Title Commitment shall mean a commitment for a policy of title insurance that insures the
• interests of CRC under the M&M 2 PILOT Agreement,which commitment is issued by the Title Insurer.
M&M 2 Site shall mean that portion of the Project Site delineated as"Meridian and Main 2"on the Site Plan.
Material Defect shall mean any item or component of the Infrastructure Improvements that(a)contains a -
material defect in workmanship or materials;(b)deviates materially from the Final Plans;or(a)has not been
performed materially in accordance with the terms and conditions of this Agreement.
Non-Compliance Notice shall mean a written notice that identifies Material Defects with respect to the
Infrastructure Improvements that were discovered during a Permitted Inspection or a Final Inspection. •
Outside Draw Date shall mean the date that Is 18 months after the Bond issuance Date.
Permitted Change shall mean any change to that portion .of the Final Plans consisting of the final
Construction Drawings,so long as such change:(a)is not inconsistent with the Schematic Design Drawings •
or the Design Development Documents approved by CRC;(b)is in conformity with each of the Site Plan and
the Laws;(c)does not result in the Final Plans containing structurally flawed elements;and(d)does not make
it unlikely, impracticable,or impossible for Developer to complete the Infrastructure Improvements,or any
component thereof,by the applicable date set forth in the approved Construction Schedule.
Permitted inspection shall mean an inspection by the Inspecting Architect and/or any CRC member of any
item or component of the Infrastructure Improvements when reasonably deemed to be necessary or
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appropriate by CRC and/or the Inspecting Architect. •
i PILOT Agreement shall mean,as applicable:(a)the Spine Center PILOT Agreement;(b)the M&M 2 PILOT
• Agreement;and/or(c)the M&M 1 PILOT Agreements.
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PILOT Payment Lien shall mean a lien securing the payments required to be made by a PILOT Agreement,
• which lien shall be:(a)a lien against the applicable PILOT Site;and(b)similar in type to a lien for real estate •
• taxes(including that such lien shall have the same priority as a lien for real estate taxes).
PILOT Site shall mean the portion of the Project Site that is covered by a particular PILOT Agreement. By •
way of example, the Spine Center Site is the PILOT Site that is covered by the Spine Center PILOT
Agreement.
• Plan Refinement Process shall mean the process set forth in Section 10 for completion of the Final Plans.
Plan Review Panel shall mean a plan review panel comprised of Les Olds and two designated members of
CRC;provided that,if Les Olds Is unavailable or unable to serve on such panel,then a qualified replacement
shall serve in his place.
Project Site shall mean that certain real estate generallydepicted on the Site Plan,which real estate generally
is located inthen ortheastquadrantof131atStreetandMeridianStreetinCarmel,Indiana. The Hotel Site and
• the Spine.Center Site both are located within the M&M 1 Site. The Project Site is comprised entirely of the
M&M 1 Site and the M&M 2 Site.
Projected Assessed Value shall mean the projected Assessed Value of various portions of the Project Site,
as set forth on Exhibit G.
Required Permits shall mean all permits, licenses, approvals, and consents required by the Laws for
construction and use of the Required Site Improvements or the Infrastructure Improvements,as applicable.
Required Site Improvements shall mean the improvements to the Project Site that are specified on
.Exhibit D-1.
Schematic Design Drawings shall mean detailed schematic design drawings for the Infrastructure
Improvements that are consistent with the Site Plan,Exhibit E,and the Laws.
Site Improvements Schedule shall mean the schedule for completion of the Required Site Improvements,
which schedule is attached hereto as Exhibit D-2.
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Site Plan shall mean the site plan attached hereto as Exhibit A.
Spine Center PILOT Agreement shall mean an agreement for payments in lieu of taxes,which agreement
shall:(a)apply to the Spine Center Site;(b)be consistent with the terms and conditions of Section 3;and
(c)be executed contemporaneously with the issuance of the first series of the TIF Bond.
Spine Center PILOT Title Commitment shall mean a commitmentfor a policy of title Insurance that insures
the Interests of CRC under the Spine Center PILOT Agreement,which commitment Is issued by the Title
Insurer.
Spine Center Site shall mean that portion of the Project Site delineated as the°Spine Center Site"on the Site
Plan. The Spine Center Site is located within the M&M1 Site.
Tax Revenue shall mean,with respect to specified real estate,all ad valorem real property taxes that are
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levied,Imposed,or charged on,against,orwith respect to such real estate by the applicable taxing authorities.
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Threshold•Amount shall mean$550,000.00 of Bond Proceeds.
TIF Bond shall mean one or more series of tax Increment financing bonds that will produced Bond Proceeds
in an amount not to exceed$4,900,000.00,which bonds:(a)may be designated as draw bonds where multiple
draws may be made;and(b)are described more particularly on Exhibit B-1.
Title Insurer shall mean Hamilton Title Security,LLC.
2. General Obligations.
(a) Required Site Improvements. Subject to the terms and conditions of this Agreement,
Developer shall construct the Required Site Improvements in accordance with the Site
Improvements Schedule.
• (b) Infrastructure Improvements.Subject to the terms and conditions ofthisAgreement,
if, as of the Outside Draw Date, Developer: (i) has drawn aggregate Bond Proceeds in
excess of the Threshold Amount, then Developer shall construct the Infrastructure
Improvements;and(ii)Developer has not drawn aggregate Bond Proceeds in excess of the
• Threshold Amount,then Developer shall not be:(A)obligated to construct the Infrastructure
• Improvements;or(B) entitled to draw any more Bond Proceeds;provided that,in all events
• Developer shall remain obligated to construct the Required Site Improvements.
(c) TIF Bond. In accordance with the terms and conditions of Exhibit B-1 and the
schedule attached as Exhibit B-2,CRC shall issue the TIF Bond;provided that CRC is not +�
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• representing or committing that the TIF Bond can be issued and sold on the terms and
conditions set forth In this Agreement and still generate$4,900,000.00 of Bond Proceeds. •
.The Bond Proceeds shall be provided to Developer to be used solely for the purposes set
forth on Exhibit C. Developer shall be responsible for securing any credit enhancements
related to the payment of debt service on the TIF Bond,without recourse to the City,CRC,
or any Increment other than the Developer Increment Share; provided that all credit
• • enhancements shall be subject to the reasonable approval of CRC, based upon the
credit-worthiness and financial wherewithal of the party providing the enhancement. At all
times Developer shall cause there to be approved credit enhancements in place in amounts
that total, In the aggregate, at least the amount of the Bond Costs plus the total Bond
Proceeds drawn by Developer;accordingly,contemporaneously with the issuance of the TIF
Bond,Developer shall secure approved credit enhancements in an am aunt equal to the Bond
Costs and the amount of any Bond Proceeds•being drawn by Developer on such date.
(d) PILOT Agreement. Contemporaneously with the Issuance of the TIF Bond:(i)CRC
shall execute the Spine Center PILOT Agreement;and(ii)Developer shall cause the owner
of the Spine Center Site to execute the Spine Center PILOT Agreement.
3. PILOT Agreements.
(a) Term. The term of each PILOT Agreement shall:(I)commence on the date on which •
such PILOT Agreement is fully-executed; and (ii) expire on the last to occur of:
(A)December 31,2016;or(B)the date on which the TIF Bond Is paid off in full;accordingly,
if the TIF Bond is paid off In full prior to December 31,2016,then the PILOT Agreements
shall continue in full force and effect until December 31,2016. -
(b) PILOT Payments. Each PILOT Agreement shall provide that if,at any time during
the term thereof, any portion of the applicable PILOT Site becomes tax-exempt, then
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• payments shall be made to CRC In an amount equal to:(I)the amount of the Tax Revenue
that would have been generated from the portion of the applicable PILOT Site that became
• tax-exempt,had such portion of the applicable PILOT Site not become tax-exempt;minus
(ii)what would have been the Developer Increment Share of the Increment that would have
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been generated from,the portion of the applicable PILOT Site that became tax-exempt,had
such portion of the applicable PILOT Site not become tax-exempt.
(c) Appeals. Each PILOT Agreement shall provide that,during the term thereof,neither
Developer nor the other Developer Parties shall:(i)challenge or appeal the Assessed Value
of the applicable PILOT Site, to the extent that such challenge or appeal causes the
Assessed Value•for such PILOT Site to be less than the Projected Assessed Value for such
PiLOT Site;or(ii)take any direct or indirect steps or actions.(including,without limitation, •
contacting or Influencing the applicable taxing authorities)that causes the Assessed Value
of the applicable PILOT Site to be less than the Projected Assessed Value for such PILOT
Site. For purposes of this Subsection and each PILOT Agreement,if the TIF Bond is paid
off in full prior to December 31,2016,then,from and after the date on which the TIF Bond .
Is paid off in full,the Projected Assessed Values for the PILOT Sites automatically shall be
deemed to be reduced by 50%. '•
(d) Priority. The payments required to be made by each PiLOT Agreement shall be
secured by a PiLOT Payment Lien. Each PILOT Agreement and PILOT Payment Lien shall
be prior to any mortgage or other lien or encumbrance on the applicable PILOT Site,other
• than:(i)the lien of current real estate taxes not delinquent;and(ii)the matters specified on
• Exhibit H; provided that, if there are matters other than those specified on Exhibit H that
would have priority ahead of a PILOT Agreement and the corresponding PILOT Payment
Lien, then Developer and/or the applicable Developer Party shall provide agreements
pursuant to which such matters are made subordinate to such PILOT Agreement and the
corresponding PILOT Payment Lien.
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4. Developer Conditions. The obligations of Developer with respect to:(a)causing the owner of the
Spine Center Site to execute the Spine Center PILOT Agreement; and (b)constructing the Required Site
Improvements;shall be subject to the satisfaction or waiver in writing of the following on or before the Bond
Issuance Date:
(a)• Developer shall have:(i)obtained;or(II)determined that it shall be able to obtain;
all Required Permits;
(b)• CRC, Developer, and the owner of the Spine Center Site, each exercising
commercially reasonable discretion,shall have agreed on the form and substance of the
Spine Center PILOT Agreement;
(c) There shall be no breach of this Agreement by CRC that CRC has failed to cure
within the Cure Period;and
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(d) All of the representations and warranties set forth in Subsection 8(a)shall be true
and accurate In all respects.
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,Developer either may elect to:(a)waive in writing satisfaction of the
conditions and to proceed to cause the owner of the Spine Center Site to execute the Spine Center PILOT
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Agreement; or (b) terminate this Agreement by a written notice to CRC; provided that, with respect to
breaches of this Agreement by CRC, Developer shall have the rights and remedies set forth in Section 13.
If:(a)one of the conditions set forth in this Section is not,or cannot be,timely and completely satisfied;and
(b)Developer fails to terminate this Agreement as permitted in this Section on or before the Bond Issuance
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Date; then such unsatisfied condition automatically shall be deemed to be waived by Developer.
Notwithstanding anything to the contrary set forth herein,Developer shall work diligently and in good faith to
satisfy the conditions set forth in this Section.
5. CRC Conditions.The obligations of CRC with respect to issuing•the TIF Bond and executing the
Spine Center PILOT Agreement shall be subject to the satisfaction or waiver in writing of the following on or
before the Bond Issuance Date:
(a) CRC, Developer, and the owner of the Spine Center Site, each exercising
commercially reasonable discretion, shall have agreed on the form and substance of the •
Spine Center PILOT Agreement.
(b) Developer shall have provided the Spine Center PILOT Title Commitment to CRC.
(c) CRC shall have determined that the Title Insurer will provide a policy of title
insurance pursuant to the Spine Center PILOT Title Commitment, together with such
endorsements as•CRC determines to be necessary or appropriate,which policy(Including
• any endorsements)reasonably Is satisfactory to CRC in all respects.
(d) Developer either shall have:(i)established to the reasonable satisfaction of CRC that
the Spine Center PILOT Agreement and the corresponding PILOT Payment Lien shall be
prior to any mortgage or other lien or encumbrance on the Spine Center Site,other than:
(A)the lien of current real estate taxes not delinquent; and (B)the matters specified on
•• Exhibit H;or(ii)provided to CRC subordination agreements with respect to any matters other
than those specified on Exhibit H that would have priority ahead of the Spine Center PILOT
Agreement.
(e) There shall be no breach of this Agreement by Developer that Developer has failed
to cure within the Cure Period.
(f) All of the representations and warranties set forth in Subsection 8(b)shall be true
and accurate In all respects.
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, CRC either may elect to: (a) waive in writing satisfaction of the •
conditions and to proceed to issue the TIF Bond and execute the Spine Center PILOT Agreement; or •
(b)terminate this Agreement by a written notice to Developer;provided that,with respect to breaches of this
Agreement by Developer,CRC shall have all of the rights and remedies set forth In Section 13. If:(a)one of
the conditions set forth in this Section is not,or cannot be,timely and completely satisfied;and(b)CRC fails
to terminate this Agreement as permitted in this Section on or before the Bond Issuance Date;then.such
unsatisfied condition automatically shall be deemed to be waived by CRC.Notwithstanding anything to the
contrary set forth herein,CRC shall work diligently and in good faith to satisfy the conditions set forth in this
Section.
6. Bond Proceeds. The terms'and conditions of this Section shall apply if,on or before the Outside
Draw Date, Developer seeks to draw Bond Proceeds,the result of which draw will be that Developer has
drawn aggregate Bond Proceeds in excess of the Threshold Amount.
(a) Additional$3,342,500.00. Prior to any draw,the result of which draw will be that
Developer has drawn aggregate Bond Proceeds:(i)in excess of the Threshold Amount but
(ii)not more than an additional$3,342,500.00(which,when added to the Threshold Amount,
equals a maximum total of $3,892,500.00); Developer shall satisfy the following
requirements:
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(i) • CRC and Developer, each exercising commercially reasonable
discretion, shall have agreed on the form and substance of the
M&M 2 PILOT Agreement,and the applicable Developer Parties shall have
executed the M&M 2 PILOT Agreement in the agreed form.
(ii) Developershall have provided the M&M 2 PILOT Title Commitment
to CRC.
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• . (iii) CRC shall have determined that the Title Insurer will provide a
-policy of title insurance pursuant to the M&M 2 PILOT Title Commitment,
together with such endorsements as CRC determines to be necessary or
appropriate, which policy (including any endorsements) reasonably is
• satisfactory to CRC in all respects.
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(Iv) Developer either shall have: (A) established to the reasonable
satisfaction of CRC that the M&M 2 PILOT Agreement and the
corresponding PILOT Payment Llen shall be prior to any mortgage or other • •
• 1 lien or encumbrance on the M&M 2 Site,other than:(1)the lien of current
real estate taxes not delinquent;and(2)the matters specified on Exhibit H;
or (B) provided to CRC subordination agreements with respect to any
matters other than those specified on Exhibit H that would have priority
ahead of the M&M 2 PILOT Agreement.
(v) There shall be no breach of this Agreement by Developer that
• Developer has failed to cure within the Cure Period.
• (vi) All of the representations and warranties setforth in Subsection 8(b)
• shall be true and accurate in all respects.
(b) Above $3,892,500.00. Prior to any draw, the result of which draw will be that
Developer has drawn aggregate Bond Proceeds in excess of$3,892,500.00,Developer shall •
satisfy the following requirements: •
(i) Aggregate Bond Proceeds In excess of$3,892,500.00 shall be
drawn only in tranches of$66,000.00 until such time as there.have been •
executed M&M 1' PILOT Agreements that cover the entirety of the
M&M 1 Site (other than the Hotel Site); provided that, after there are •
executed M&M 1 PILOT Agreements that cover the entirety of the
M&M 1 Site(other than the.Hotel Site),then Bond Proceeds maybe drawn
in tranches determined by Developer.
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(ii) For every tranche of $66,000.00 of Bond Proceeds drawn by
Developer,one acre of the M&M 1 Site (other than the Hotel Site or the
Spine Center Site)shall be subjected to an M&M 1 PILOT Agreement. The
acreage subjected in connection with each tranche of$66,000.00 shall be
determined by Developer,subject to the following:
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(A) The first acre of the M&M.1 Site that is subjected
to an M&M 1 PILOT Agreement shall be contiguous to a
public right-of-way;
(B) Each subsequent acre subjected to an
M&M 1 PILOT Agreement shall be contiguous to another •
acre that already is subject to an M&M 1 PILOT
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Agreement;and
(C) When'contiguous acres of the M&M 1 Site that •
have been subjected to an M&M 1 PILOT Agreement are
aggregated,the length of the aggregated acres,measured
east to west, shall not be: (A) more than two times the
length of such aggregated acres,measured north to south;
or(B) less than %z the length of such aggregated acres,
measured north to south.
{ • (iii) CRC and Developer, each exercising commercially reasonable
discretion, shall have agreed on the form and substance of the
M&M 1 PILOT Agreement,and the applicable Developer Parties shall have
• executed the M&M 1 PILOT Agreement in the agreed form.
• (iv) Developer shall have provided an M&M 1 PILOT Title Commitment
to CRC.
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(v) CRC shall have determined that the Title Insurer will provide a
• policy of title insurance pursuant to the M&M 1 PILOT Title Commitment,
together with such endorsements as CRC determines to be necessary or
• appropriate, which policy (including any endorsements) reasonably is
satisfactory to CRC in all respects. •
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(vi) Developer either shall have: (A) established to the reasonable
satisfaction of CRC that the M&M 1 PILOT Agreement and the
• corresponding PILOT Payment Lien shall be prior to any mortgage or other
lien or encumbrance on the applicable PILOT Site,other than:(1)the lien
• of current real estate taxes not delinquent;and(2)the matters specified on
Exhibit H;or(B)provided to CRC subordination agreements with respect to
any matters other than those specified on Exhibit H that would have priority
ahead of the M&M 1 PILOT Agreement.
• (vii) There shall be no breach of this Agreement by Developer that
Developer has failed to cure within the Cure Period.
(viii) All ofthe representations and warranties set forth in Subsection 8(b)
shall be true and accurate in all respects.
7. Excess Increment. If the amount required to pay the debt service on the TIF Bond is less than•50%
of the Increment,then Developer shall have the option to require that a prepayment be made on the TIF Bond
in an amount equal to:(a)50%of the Increment;minus(b)the amount required to pay the debt service on
• the TIF Bond;provided that:(a)such prepayment shall be made in a manner consistent with the documents
under which the TIF Bond was issued;and(b)if,as a result of such prepayment,there is any prepayment
premium or penalty payable pursuant to the documents under which the TIF Bond was issued,then Developer
shall be responsible for paying the full amount of such premium or penalty,which payment shall be made
using funds other than the Increment.
8. .Representations and Warranties.
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(a) CRC. CRC represents and warrants to Developer that CRC:(i)shall not enter into
any contracts or undertakings that would limit,conflict with, or constitute a breach of this
Agreement;(ii)is a public body organized and existing'under the laws of the State of Indiana; •
(iii)has the power to enter into this Agreement and to perform its obligations hereunder;and
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(iv) has been authorized by proper action to execute and deliver this Agreement, and to
perform its obligations hereunder, and this Agreement is the legal, valid, and binding'
obligation of CRC.
(b) Developer. Developer represents and warrants to CRC that Developer:(i)shall not
enter into any contracts or undertakings that would limit,conflict with,or constitute a breach
of this Agreement; (ii) has the power to enter into this Agreement and to perform its
obligations hereunder;and(iil)has been authorized by proper action to execute and deliver
this Agreement,and to perform its obligations hereunder,and this Agreement is the legal,
valid,and binding obligation of Developer.
9. Required Site Improvements. Developer shall construct the Required Site Improvements:(a)in a
good and workmanlike manner, (b) in accordance with the Site Improvements Schedule; and (c) in
compliance with the Laws. Prior to commencing construction of the Required Site improvements,Developer,'
at its cost and expense,shall obtain and submit to CRC for its review the Required Permits.
10. Infrastructure Improvements. The terms and conditions of this Section shall apply if Developer
draws aggregate Bond Proceeds in excess of the Threshold Amount,thereby triggering the obligation of
Developer to construct the Infrastructure Improvements.The terms and conditions of this Section do not apply
with respect to the Required Site Improvements,which are governed by the terms and conditions of Section 9.
•
. (a) Schematic Design Drawings. Developer,at its cost and expense,shall submit the
Schematic Design Drawings to CRC for its review and approval. Within ten days after CRC
receives the Schematic Design Drawings,CRC shall deliver to Developer written notice that
it approves or rejects the Schematic Design Drawings;provided that,If CRC rejects all or any
part of the Schematic Design Drawings,then such notice shall:(I)specify the part or parts
that CRC is rejecting;and(11)Include the specific basis for such rejection. Upon approval of •
the Schematic Design Drawings,the Schematic Design Drawings shall be final schematic
• • design drawings,subject to modifications by Change Orders.
(b) Design Development Documents. Upon approval of the Schematic Design
Drawings, Developer, at its cost and expense, shall submit the Design Development
Documents and the Construction Schedule to CRC for its review and approval. Within ten
• days after CRC receives the Design Development Documents and the Construction
Schedule,CRC shall deliver to Developer written notice that it approves or rejects the Design
Development Docum ents and/or the Construction Schedule;provided that,if CRC rejects all
or any part of the Design Development Documents and/or the Construction Schedule,then
such notice shall: (I) specify the part or parts that CRC Is rejecting; and (ii) include the
specific basis for such rejection. Upon approval of all of the Design Development Documents
with respect to any Construction Trade,the Design Development Documents shall be final
as to such Construction Trade,subject to modifications by Change Orders. Upon approval
of the Construction Schedule, the Construction Schedule shall be the final construction
schedule with respect to construction of the Infrastructure Improvements, subject to
modifications by Change Orders.
• (c) Construction Drawings. Upon approval of the Design Development Drawings,
- Developer, at its cost and expense, shall submit to CRC for its review the Construction -
Drawings with respect to each Construction Trade. Thereafter,such Construction Drawings
shall befinalconstruction drawings with respectto the applicable Construction Trade,subject •
to modifications by Change Orders.
(d) Resubmitted Documents. If,at any stage of the Plan Refinement Process,CRC, •
rather than approving any drawings,documents,or schedules,instead rejects any drawings,
documents,or schedules,then,within ten days after Developer receives notice from CRC •
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• that it has rejected any drawings,documents,or schedules,Developer shall:(i)revise the
drawings,documents,or schedules;and(ii)resubmitthe drawings,documents,or schedules •
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to CRC. Within ten days after CRC receives the resubmitted drawings, documents, or
schedules, CRO shall deliver to Developer written notice that it approves or rejects the
resubmitted drawings,documents,or schedules;provided that,if CRC rejects all or any part
{ of the resubmitted drawings,documents,or schedules,then such notice shall:(i)specify the
part or parts that CRC is rejecting;and(ii)include the specific basis for such rejection. Upon
approval of the resubmitted drawings,documents,or schedules,the resubmitted drawings,
documents,or schedules shall become part of the Final Plans,subject to modifications by
Change Orders. Notwithstanding the involvement of CRC in the Plan Refinement Process,
Developer shall be responsible for insuring that revisions submitted by Developer to CRC In
writing are implemented in the Final Plans.
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(e) Final Plans, Upon completion of the Final Documents and Drawings through the
Plan Refinement Process,the aggregated Final Documents and Drawings shall constitute
• the complete Final Plans,subject to modification by Change Orders. All references•herein
to the Final Plans shall be deemed to be references to the Final Documents and Drawings,
until such time as all of the Final Documents and Drawings are completed;provided that,
when all of the Final Documents and Drawings are completed,all references herein to the
• Final Plans shall be deemed to be references to the Final Plans,as modified by Change
• Orders.
•• (f) Changes to Final Plans. If Developer desires to make any changes to the Final
Plans,then Developer shall submita Change Order Request to CRC for review and approval.
Within ten days after CRC receives the Change Order Request, CRC shall deliver to
Developer written notice that it approves or rejects the Change Order Request;provided that:
(i)CRC shall not withhold its approval unreasonably;and(II)if CRC rejects all or any part of
the Change Order Request,then such notice shall:(A)specify the part or parts that CRC is
rejecting;and (B)include the specific basis for such rejection. If CRC approves a Change
Order Request,then CRC and Developer shall execute a Change Order. Notwithstanding
anything to the contrary set forth herein: (i) Developer shall not be required to obtain the
approval of CRC with respect to a Permitted Change;and(ii)a Change Order with respect
to a Permitted Change shall be effective if executed only by Developer;provided that,with
respect to a Permitted Change,Developer shall submit a Change Order Requestto CRC for
its review.
(g) Permits. Prior to commencing construction of the Infrastructure Improvements,
Developer, at its cost and expense, shall obtain and submit to CRC for its review the
Required Permits.
(h) Construction. Developer shall construct the Infrastructure Improvements: (I) in a
good and workmanlike manner,(ii)in accordance with the Final Plans(as modified by any
Change Orders);and(iii)in compliance with the Laws.
(I) Review Panel. Notwithstanding anything to the contrary set forth herein,CRC,at its
option, may delegate all or any part of its review and approval or rejection obligations
pursuant to this Section to the Plan Review Panel. -
(j) Draws. Bond Proceeds in excess of the Threshold Amount shall be disbursed to
Developer based upon the percentage completion of the Infrastructure Improvements;
accordingly,the full amount of the Bond Proceeds shall not be disbursed until such time as
the Infrastructure Improvements have been completed in accordance with the terms and
conditions of this Section.
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11. Inspection.
(a) Permitted Inspection. Upon reasonable written notice delivered to Developer,which
notice shall specify the portion of the construction to be inspected, CRC may perform a
Permitted Inspection. Within ten days after a Permitted Inspection, CRC may deliver a
Non-Compliance Notice to Developer. If CRC timely delivers a Non-Compliance Notice,then
Developer shall correct, or cause to be corrected, as soon as is practicable, all Material
Defects identified in the Non-Compliance Notice, except and to the extent that any such
Material Defects previously have been accepted,or deemed to have been accepted,by CRC.
Notwithstanding anything to the contrary set forth herein, all items or components of the -
Infrastructure Improvements with respect to which no Material Defects are identified in a
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timely Non-Compliance Notice shall be deemed to be accepted by CRC.
(b) Final Inspection. If Developer delivers to CRC a written request for a Final
Inspection,then,on or before the later of the date that is five business days after:(i)receipt
•
of such request;or(ii)the date specified in such request as the substantial completion date;
CRC shall:(I)conduct(or waive its right to conduct)the Final Inspection;and;and(ii)deliver
a Non-Compliance Notice(if applicable)to Developer; provided that: (I)upon receipt of a
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Non-Compliance Notice, Developer shall correct, or cause to be corrected, as soon as is
practicable,all Material Defects identified in the Non-Compliance Notice;and(ii)all items or
components of the Infrastructure improvements with respect to which no Material Defects
are identified in a timely Non-Compliance Notice shall be deemed to be accepted by CRC.
Upon: (i) correction of all Material.Defects Identified in the Non-Compliance Notice; or
(ii)deemed acceptance pursuant to this Subsection;.CRC shall have no further inspection
rights.
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(c) Latent Defects. Notwithstanding anything to the contrary set forth herein, no
acceptance,or deemed acceptance,byCRC pursuant to this Section shall be applicable with
• respect to any Latent Defects. An acceptance,or deemed acceptance,by CRC pursuant
to this Section shall not mean that CRC has accepted,or Developer has been relieved of,
responsibility for: (i) compliance with the Laws; (ii) the proper application of construction
means or methods;or(Iii)correcting any portion of the Infrastructure improvements,if it later .
Is determined that such portion Is Inconsistent with the proper completion of a subsequent
portion of the Infrastructure Improvements.
(d) General. In the case of a Permitted Inspection,CRC shall:(i)comply with all health
and safety rules of which it has been informed that have been established for personnel
present on the construction site;and(ii)coordinate the inspections so that the inspections
• do not interfere with the performance of construction. Developer shall have the right to
accompany,and/or have its construction manager accompany,CRC during any Permitted
Inspection.
12. Insurance. During the construction of the Required Site Improvements and the Infrastructure
Improvements, Developer shall maintain the policies of insurance described on Exhibit F. Each such policy
shall:(a)be written by a company reasonably acceptable to CRC;and(b)provide that it shall not be modified
or canceled without written notice to CRC at least 30 days in advance. The policy of general liability insurance
required by this Section to be maintained by Developer shall name CRC and the City as additional insureds.
Developer shall deliver to CRC certificates of the Insurance policies required by this Section,executed by the
insurance company or the general agency writing such policies.
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13. Defaults and Remedies.
(a) Events of Default. It shall be an"Event of Default"if CRC or a Developer Party fails
to perform or observe any term or condition of this Agreement or any PILOT Agreement to
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be performed or observed by it:(i)with respect to the obligation to pay money,if such failure
is not cured within ten days after such payment is due; (ii) with respect to any other •
• obligation,if such failure is not cured within the Cure Period.
.(b) Remedies.Whenever an Event of Default occurs,the non-defaulting•party may take
• whatever actions at law or in equity are necessary or appropriate to:(i)collect any payments
due under this Agreement or the applicable PILOT Agreement;(ii)protect the rights granted
to the non-defaulting party under this Agreement or the applicable PILOT Agreement;
(iii)enforce the performance or observance by the defaulting party of any term or condition
of this Agreement or the applicable PILOT Agreement(including,without limitation,the right
to specifically enforce any such term or condition); or (iv) cure, for the account of the
defaulting party,any failure of the defaulting party to perform or observe a material term or
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conditlon.of this Agreement orthe applicable PILOT Agreement to be performed or observed
by it. if the non-defaulting party Incurs any costs or expenses in connection with exercising
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• its rights and remedies under, or enforcing, this Agreement or the applicable PILOT
Agreement, then the defaulting party shall reimburse the non-defaulting party for all such
costs and expenses,together with Interest at the rate of 15%per annum. If there is an Event
of Default by a Developer Party, then, in addition to the foregoing, CRC may cause the
cessation of the disbursement of Bond Proceeds to Developer until such time as Developer
has: (i) cured the Event of Default; and (ii) reimbursed CRC for any costs or expenses
incurred pursuant to this Section,together with Interest at the rate of 15%per annum.
(c) . No Remedy Exclusive. No right or remedy herein conferred upon,or reserved to,
a non-defaulting party is intended to be exclusive of any other available right or remedy,
• unless otherwise expressly stated; instead,each and every such right or remedy shall be
cumulative and in addition to every other right or remedy given under this Agreement or now
or hereafter existing at law or in equity. No delay or omission by a non-defaulting party to
exercise any right or remedy upon any Event of Default shall impair any such rig ht or remedy,
or be construed to be a waiver thereof,and any such right or remedy may be exercised from
time to time,and as often as may be deemed to be expedient. To entitle a non-defaulting
party to exercise any of its rights or remedies,it shall not be necessary for the non-defaulting •
party to give notice to the defaulting party,other than such notice as may required by this
Section or by the Laws. • •
14. Mutual Indemnification.
(a) Developer. Developer shall indemnify and hold harmless CRC from and against any
and all Claims arising from or connected with:(i)mechanics'liens filed against the Required
Site improvements,the Infrastructure Improvements,or the Project Site for work performed
by Developer,any other Developer Party,or any party acting by,under,through,or on behalf
of Developer or any other Developer Party;(ii)breaches by Developer or ahy other Developer
Party under contracts to which Developer or any other Developer Party is a party, to the
extent that such contracts relate to the performance of any work on the Project Site by
Developer,any other Developer Party,or any party acting by, under,through,or on behalf
of Developer or any other Developer Party;(iii)injury to,or death of,persons or loss of,or
damage td,property,suffered In connection with performance of any work on the Project Site
by Developer,any other Developer Party,or any party acting by,under,through,or on behalf
of Developer or any other Developer Party; (iv) the negligence or wilful misconduct of
Developer,any other Developer Party,or any party acting by,under,through,or on behalf
of Developer or any other Developer Party; or (v)the breach by Developer or any other
Developer Party of any term or condition of this Agreement or any PILOT Agreement.
(b) CRC. CRC shall indemnify and hold harmless Developer from and against any and
all Claims arising from or connected with:(I)the negligence or wilful misconduct of CRC or
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any party acting by,under,through,or on behalf of CRC;or(II)the breach by CRC of any
term or condition of this Agreement.
Notwithstanding anything to the contrary set forth herein,the obligations of the parties under this Section shall
survive the termination of this Agreement.
15. Assignment. Neither CRC nor Developer shall assign this Agreement without the prior written
approval of the other party;provided that,without the prior written approval of Developer,CRC may assign
• this Agreement to another agency or instrumentality of the City. Notwithstanding any assignment permitted
under this Section,CRC or Developer,as the case may,shall remain liable to perform all of the terms and
conditions to be performed by it under this Agreement,and the approval by the other party of any assignment
shall not release CRC or Developer, as the case may be, from such performance; provided that, If CRC •
assigns this Agreement to another agency or Instrumentality of the City that:(a)has full power and authority
to accept an assignment of this Agreement and carry out the obligations of CRC hereunder;and(b)expressly
assumes all such obligations in writing;then CRC shall be released from liability under this Agreement for all
obligations to be performed after the date of such assignment and assumption. '
16.. 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 CRC at 30 West Main Street, Carmel, Indiana 46032,
•
Facsimile:317-844-3498,Attn:Les Olds,with a copy to:Karl P.Haas,Esq.,Wallack Somers&Haas,PC,
. One Indiana Square,Suite 2300,Indianapolis,Indiana 46204,Facsimile:317-231-9900;and to Developer at
6100 West 96th Street, Suite 250, Indianapolis, Indiana 46278,.Facsimile: 317-344-7400, Attn: James
Browning. Either party may change its address for notice from time to time by delivering.notice to the other
party as provided above.
17. Authority. Each undersigned person executing this Agreement on behalf of CRC and Developer
• represents and certifies that(a)he or she has been empowered and authorized by all necessary action of
CRC and Developer, 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 duly have been authorized by CRC and Developer,respectively.
18. Force Majeure. Notwithstanding anything to the contrary set forth herein,if either party is delayed
In,or prevented from,observing or performing any of its obligations under,or.satisfying any term or condition
of,this Agreement as a result of Force Majeure; then: (a)the party asserting Force Majeure shall deliver
written notice to the other party;(b)such observation,performance,or satisfaction shall be excused for the
period of days that such observation, performance, or satisfaction Is delayed or prevented; and (c) the .
deadlines for observation,performance,and satisfaction,as applicable,shall be extended forthe same period.
19. Miscellaneous. Subject to Section 15,this Agreement shall inure to the benefit of,and be binding
upon,CRC and Developer,and their respective successors and assigns. This Agreement may be modified
only by a written agreement signed by both CRC and Developer. The invalidity,Illegality,or unenforceability
of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or
enforceability of the remaining_terms and conditions hereof. Whenever in this Agreement a singular word is
used,it also shall include the plural wherever required by the context and vice versa. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of Indiana. All Exhibits to this
. Agreement are attached hereto and incorporated herein by reference.
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IN WITNESS WHEREOF,CRC and Developer have executed this Agreement as of the date
set forth above.
THE CITY OF CARMEL
REDEV Lo" ENT Ciro MISSION
By: . , _ �.1rl.�./U.1_I__
Willi:m Hammer, t
BROWNING INVESTMENTS, INC.
By:
Printed:
Title:
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IN WITNESS WHEREOF,CRC and Developer have executed this Agreement as of the date
set forth above.
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION
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• By:
William Hammer,President
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BROWNING INVESTMENTS, INC.
Prin d: w7ianeS N /NA//'
Title: P1 6 JZ c,pr.
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INDEX TO EXHIBITS '
Exhibit A • Site Plan (include delineation of Hotel Site and Spine Center Site)
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Exhibit B-1 Description of TIF Bonds
Exhibit B-2 Schedule for Issuing TIF Bonds
Exhibit C Permitted Uses for Bond Proceeds
Exhibit D-1 Required Site Improvements (no additional plans/specs will be done-so Plan .
Refinement Process does not apply)
Exhibit D-2 Site Improvements Schedule(schedule for completing Required Site Improvements)
Exhibit E Infrastructure Improvements(the Plan Refinement Process applies)
Exhibit F • Required Insurance Policies
Exhibit G Projected Assessed Values
Exhibit H Matters to which a PILOT Agreement and the corresponding Payment Lien may be
subject
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EXHIBIT R •
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SJTE'PIA .
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EXHIBIT B-1
•
DESCRIPTION OF TIF BONDS
•
As used in this Agreement, the term "TIF Bond" shall mean the tax increment financing bonds,
issued in any number of series, that will produce Bond Proceeds in an amount not to exceed the
•
aggregate amount of $4,900,000, the first series of which shall be the City of Carmel, Indiana Taxable
Economic Development Revenue Bonds, Series 2011 (Indiana Spine Group Project) (the "Spine Center
Bond").
•
The proceeds from each series of TIF Bonds will be loaned to a developer pursuant to the terms of a
"Loan Agreement"to be executed by and between the City and the respective developer,which loan shall
• • be evidenced by a"Note"executed by the developer in favor of the City.
Each series of TIF Bonds may be secured by the pledge by CRC of all or a portion of the increment from
the specific portion of the Project Site upon which the project being funded by such series of TIF Bonds is
being constructed; provided that,notwithstanding anything to the contrary set forth herein or In the body of
the Project Agreement, the Increment that may be used to pay debt service on a series of the TIF Bonds
shall be limited to that portion of the Increment that is generated from the portion of the Project Site that is
covered by the PILOT Agreement that corresponds to such series of the TIF Bonds. By way of example:
(a) contemporaneously with the issuance of the Spine Center Bond, CRC and ISG Real Estate
Investments, LLC, are executing the Spine Center PILOT Agreement and (b) only the Increment that is
generated from the Spine Center Site (and no Increment that Is generated from any other portion of the
Project Site) may be used to pay debt service on the Spine Center Bond.
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••
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•
•
•
•
EXHIBIT B-2.
SCHEDULE FOR ISSUING TIF BONDS
All series of TIF Bonds shall be issued no later than December 31,2015.
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•
•
ti
•
•
• EXHIBIT C
PERMITTED USES FOR BOND PROCEEDS
. o Infrastructure Improvements
•
Thoroughfare Improvements
• Site Work and Impact Mitigation
• Utility Improvements
• Drainage Improvements
• • Demolition of Existing Structures
•
• • Associated Professional Fees
• Incentives for the Indiana Spine Group (Spine Center Site), not to exceed
$550,000.
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•
•
•
•
•
EXHIBIT D-1,
REQUIRED SITE IMPROVEMENTS .
The building to be located on the Spine Center Site.
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•
•
•
EXHIBIT D-Z
SITE IMPROVEMENTS SCHEDULE
The building to be located on the Spine Center Site shall be completed by December 31,2012.
•
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•
•
•
•
•
•
EXHIBIT E
• INFRASTRUCTURE IMPROVEMENTS
•
Pennsylvania Street extension and associated right-of-way improvements, as shown
illustratively on the Site Plan, subject to approval by the City of Carmel.
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•
•
•
EXHIBIT F
REQUIRED INSURANCE POLICIES
During the construction of the Required Site Improvements, the owner of
•
• the Spine Center Site shall secure a policy of general liability insurance that
•
shall: (a) be written by a company reasonably acceptable to CRC; (b) provide
that it shall not be modified or canceled without written notice to CRC at least
30 days in advance; and (c) name CRC and the City as additional insureds;
and (d) include coverages and insurance amounts which are customary for
similar construction projects in Carmel, Indiana. Certificates' of the insurance
policies executed by the insurance company or the general agency writing such
policies, shall be delivered to the CRC.
During the construction of the Infrastructure improvements, the owner of the
M&M 2 Site shall secure a policy of general liability insurance that shall: (a) be
written by a company reasonably acceptable to CRC; (b) provide that it shall
not be modified or canceled without written notice to CRC at least 30 days in
advance; (c) name CRC and the City as additional insureds; and (d) include
coverages and insurance amounts which are customary for similar
construction projects in Carmel, Indiana. Certificates of the insurance policies
executed by the insurance company or the general agency writing such
policies, shall be delivered to the CRC.
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•
•
•
• • EXHIBIT G .
PROJECTED ASSESSED VALUES
Site/Building(per Site Plan) Projected Assessed
Meridian and Main I •
Lot 1A $1,828,206
•
Lot 1B $ 1,828,206
. Lot 2 $2,925,129
Lot 3(Hotel Site) $6,700,600
• • ot4(Spine Center Site) $12,459,750
Lot 5 $9,141,029
•
• Meridian and Main 2
' Lot 6 $15,844,450
Lot 7 $10,359,832
• Lot 8 $10,725,474
Lot 9 $6,703,421
Lot 10 $8,531.627
• • • Total Projected Assessed Value $87,047,774 •
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EXHIBIT H
MATTERS TO WHICH A PILOT AGREEMENT AND
• THE CORRESPONDING PAYMENT LIEN MAY BE SUBJECT
See Attached
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•
BDDB01 6788644v2
EXHIBIT H
•
•
Possible future assessments for repair and maintenance of the J.R.Collins#1 Legal Drain.
•
•
. Possible municipal assessments,sewer use charges,and/or impact fees levied by City of Carmel and/
or Clay Township Regional Waste District.
• .Easement, restrictions, and rights of others entitled to the continued uninterrupted flow of water •
through the J. R.Collins #1 Legal Drain, in accordance with Indiana Drain Code, IC (1981)
36-9-27-33 et seq.as shown on the survey made by Eric C.White,registered Indiana land surveyor.
Cripe Project No. 060384-30100, Certified August 16, 2007 and last revised July 28, 2008 (the
"survey").
•
Permanent extinguislunent of all rights and easements of ingress and egress to, from and across the •
limited access facility(known as 13.S.31)to and from the land as set out in deeds to the State of•
Indiana recorded April-7, 1971,in Deed Record 243,page 54,recorded December 20,1970,in Deed
Record 240,page 343,and recorded in December 21,1970,in Deed Record 240,page 293,
Easement for waterline and incidental purposes_in favor of St.Vincent Hospital and Health-Care •
.Center,Inc.,dated December 28, t984,and assigned to Indianapolis Water Company by Assignment
and Transfer of Easement recorded November 6, 1987,as Instrument 87.46820 over a fifteen foot
strip along the east side of subject real estate,as shown on the survey.
Commitments Concerning the Use or Development of Real Estate in favor of the Common Council
of the City of Carmel,recorded August 8,2007,as Instrument 2007044967.
Declaration of Covenants and Easements dated October 2,2007,and recorded October 22,2007,as
Instrument 2007060172. Amended by First Limitation of Declaration dated January 30,2008, as '
Instrument 2008006783.
. Easements for drainage ditches and tile drains. • •. .• .
•
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Right-of-way for 131st Street,also,/mown as Main Street along the south side of subject
•
Teal estate. Affects Tract 2: .• . '
• Easements and building set-back lines as shown on the recorded plat.
•
Covenants,'conditions, and restrictions set out on.the recorded plat, and amended by
.Miscellaneous Record 5$, page 461. _ .
Temns,•provisions and covenants as set out in an Ordinance dated October 20, 2008,
•
recorded November 5,2008 as Instrument No.2008055195. • • • •
•
Any other matter which is subordinate to the PILOT Agreement-and the
• corresponding PILOT Payment Lien• or gonsentedto or approved by CRC.
•
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r '
a
10/08/2014 coo
TO:Diana Cordray, City of Carmel Clerk Treasurer a
CD
TYPE OF DELIVERY: Interoffice Mail and/or Hand Delivery `t✓
PHONE: 5
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Cin
C.)
FROM:Mike Lee
PHONE:
FOR YOUR RECORDS I
PAGES: 32 I J
RE:Meridian and Main Project Agreement
CC: c
CD
COMMENTS: LND
Project Agreement between CRC and Browning Investments for the Indiana Spine o
Group project located in the Meridian and Main Allocation Area. a
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City of Carmel
Indiana