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HomeMy WebLinkAboutLease-Sublease Clay Township and City of CarmelSUBLEASE AND MANAGEMENT AGREEMENT clw c;t. THIS SUBLEASE AND MANAGEMENT AGREEMENT (the "Agreement") is entered into by and among Clay Township of Hamilton County, Indiana (the "Township") and the Carmel Clay Municipal Building Corporation (the "Corporation") and the City of Carmel, Indiana (the "City"), and shall become effective as of the Effective Date indicated in Section 11 hereinbelow. WITNESSETH THAT: WHEREAS, the Corporation is or shall be the owner of three (3) parcels of real estate and related improvements thereon located in Hamilton County, Indiana, the legal descriptions of which are attached hereto as Exhibit "A" and fully incorporated herein by this reference (collectively the "Property"); and WHEREAS, the City and the Township have entered into an Interlocal Cooperation Agreement for Fire Facilities Financing, Construction and Maintenance recorded with the Hamilton County Recorder on July 24, 2014 as Document #2014031969 (the "Interlocal Agreement"), providing for the acquisition, construction, and use of certain fire protection and emergency response facilities to protect the citizens of the City and the Township; and WHEREAS, pursuant to that certain Lease Agreement and Option to Purchase to be dated as of June 15, 2015 (the "Lease"), the Corporation has agreed to lease the Property and the Project described in Exhibit "B", as attached hereto and fully incorporated herein by this reference (the "Project") to the Township pursuant to the provisions of I.C. 36-1-10; and WHEREAS, the Corporation has directed the planning and design of the construction and development of the Project in conjunction with the City and the Township, and has retained professionals and consultants to complete the design and construction of the Project; and 1 WHEREAS, the Township and the Corporation desire to grant to the City the right, power, and authority to access and occupy the Property for public safety and other public purposes in accordance with the terms of the Lease, for the protection of the citizens and property located in the City and the Township, and to operate the Project throughout the term of the Lease. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term. The term of this Agreement shall run concurrently with the term of the Lease. Any extension of or decrease in the tern of the Lease, whether such extension or decrease is automatic or through the exercise of any contractual or statutory rights under the Lease, shall result in an equivalent extension of or decrease in the term of this Agreement. 2. Grant of Possession. Upon final completion of the Project, the Township and the Corporation hereby grant to the City the exclusive right, power, and authority to access, occupy, improve, and operate the Property at all times during the term of this Agreement, all in accordance with the terms of the Lease and this Agreement. At all times during the term of this Agreement, and absent a material breach by the City of its covenants and agreements provided herein, the City shall have the peaceable and quiet enjoyment and possession of the Property without any manner of hindrance from the Corporation or the Township or any parties lawfully claiming under the foregoing. The City represents that the Property shall be utilized primarily for the purposes of facilitating the public safety operations of the Carmel Fire Department (the "Department"), but other governmental purposes and uses are not prohibited. Notwithstanding the foregoing, the parties acknowledge that the Lease serves to secure certain financing secured 2 by the Township and the Corporation for the construction of the Project in accordance with the terms of the Interlocal Agreement as approved by the Township Board of the Township under Resolution No. 2014-10-28-01, and that the rights of the City under this Agreement shall be subject to the rights and obligations of the Township, the Corporation and other parties under that certain Trust Indenture and related documents that provide for the financing of the Project through the Lease. 3. Grant and Sublease. In order to further the intent of this Agreement, the Township hereby grants to the City all of its rights under the Lease (but not its obligations for payments thereunder) including, but not limited to, the right to make any alterations, additions, repairs, and/or improvements to the Property, and to operate the same throughout the term of the Lease at the City's own expense, and in addition the Township hereby subleases the Property to the City under the terms of the Lease and this Agreement. The foregoing grant and sublease are made for and in consideration of the pledge by the City to operate the Project under the terms of the Interlocal Agreement for the benefit of all residents of the City and the Township. No payment of rent or other consideration by the City shall be required by or pursuant to this Agreement or the sublease provided for herein. The parties acknowledge that the use of the Property contemplated herein is a sublease to the City for a "governmental purpose" as allowed under Paragraph 8 of the Lease, and the Corporation hereby acknowledges the same and consents thereto. Nothing contained in this Agreement shall reduce or impede in any manner the Township's obligations to make rental payments under the Lease, or to otherwise take all actions required under the Trust Indenture and any related documents providing for the financing of the construction of the Project by the Township. As required by I.C. 36-1-10-11, all real estate (including the Property), structures and other improvements comprising the Project shall be held 3 in fee simple by the Corporation until the entire Leased Premises (as defined in the Lease) is acquired through the exercise of an option or otherwise in accordance with the terms of the Lease. The Lease, a substantial and in all material respects final copy of which is attached as Exhibit "C" and fully incorporated herein by this reference, and the City shall have the rights of the Lessee thereunder and be bound by its obligations with the exception of the obligation to make payments of rent thereunder. The Township shall indemnify the City from any claims relating to payment of rent under the Lease. The Corporation's consent to the Township's grant of rights and sublease to the City is conditioned on the Township remaining fully liable and accountable for performance under the Lease. 4. Repairs, Maintenance and Utilities. Throughout the term of this Agreement, the City shall cause such ordinary and necessary repairs and maintenance to be made to the buildings and improvements constituting the Project and all equipment and systems located in or pertaining thereto, and shall cause such interior alterations to be made as the City shall consider necessary or advisable in its sole opinion for the proper operation of the Project, all at its own expense in accordance with the Interlocal Agreement. All utilities, assessments, operating expenses, and all other ongoing operating expenses related to the Project shall be paid by the City in accordance with the Interlocal Agreement. 5. Transfer of Property. As required by I.C. 36-1-10-11, prior to the Township and the Corporation entering into the financing of the Project, the City shall transfer title to the Property to the Corporation. Pursuant to Section 2.7 of the Interlocal Agreement, the parties hereby acknowledge that upon completion of the term of the Lease, in exchange for the covenants of the City contained herein, the Corporation and the Township shall take all action as 4 is necessary to transfer title to the Property, along with all improvements located thereon, to the City. 6. Indemnification. The City shall indemnify and hold the Corporation and the Township harmless from and against all damages, claims, and liabilities arising from or connected with the City's control or use of the Property, including, without limitation, any damage or injury to person or property, unless such damage or claim arises out of the gross negligence or intentional torts of the Corporation and/or the Township, or their respective employees or agents. This indemnification shall not include any matter for which the Corporation or the Township is effectively protected against by insurance. If the Corporation and/or the Township shall, without fault, become a party to litigation commenced by or against the City or relating in any way to the management or operation of the Project, then the City shall defend, indemnify, and hold the Corporation and/or the Township harmless therefrom. The indemnification provided by this Section shall include the indemnified parties' reasonable legal costs and fees in connection with any such claim, action or proceeding. Each party hereby releases the other from all liability for any accident, damage or injury caused to person or property; provided, however, that this release shall be effective only to the extent the injured or damaged party is insured against such injury or damage and only if this release shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. 7. Insurance. The City, at its own expense, shall, during the full term of this Agreement, keep the Property and the Project insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of facilities of a similar type, with good and responsible insurance companies reasonably acceptable to the Corporation and the Township. Such insurance shall be in an amount not less than One Hundred Percent (100%) of 5 the full replacement cost of the Property and the Project and all improvements thereon as certified by a registered architect, registered engineer or professional appraisal engineers, selected by the City and reasonably acceptable to the Corporation and the Township, on the effective date of this Agreement. During the full term of this Agreement, the City shall also, at its own expense, carry combined bodily injury insurance, including accidental death and property damage with reference to the Property in an amount sufficient to adequately cover such losses with one or more good and responsible insurance companies reasonably acceptable to the Corporation and the Township. The public liability insurance required herein may be by blanket insurance policy or policies. All of the foregoing policies applicable to the Property and/or the Project shall list the Township and the Corporation and their respective elected and appointed officials, employees and agents as additional insureds and shall require thirty (30) days' notice to the Township and the Corporation prior to cancellation or substantial alteration of such policies. The proceeds of the insurance required herein shall be applied as set forth in Section 6 of the Lease. 8. Sublease by the City. The Township and the Corporation hereby grant the City the right, power, and authority to enter into any further sublease of the Property or the Project, or any portion thereof, but only for governmental purposes in accordance with Paragraph 8 of the Lease and only with the written approval of the legislative body of the Township, which approval shall not be unreasonably withheld. No grant of rights or sublease by the City shall relieve the City of its obligations under this Agreement. 9. Miscellaneous. The following additional terms shall apply to this Agreement: 6 (a) Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, simplify, or modify the terms and provisions of this Agreement. (b) Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be deemed to be delivered when (i) sent by a national overnight courier; (ii) hand delivered; or (iii) forwarded by facsimile transmission to the following : If to the Township: Douglas Callahan Township Trustee 10701 N. College Avenue Indianapolis, IN 46280-1089 317-846-2773 (telephone) 317-846-0744 (fax) With Copy to: Brian C. Bosma Kroger, Gardis & Regas, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 317-692-9000 (telephone) 317-264-6832 (fax) If to the Corporation: Drew Williams, President 483 Haldale Drive Carmel, IN 46032 317-846-2773 (telephone) 317-846-0744 (fax) With Copy to: Brian C. Bosma Kroger, Gardis & Regas, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 317-692-9000 (telephone) 317-264-6832 (fax) If to the City: The Honorable James Brainard, Mayor City of Carmel One Civic Square 7 With Copy to: Carmel, IN 46032 317-571-2401 (telephone) 317-844-3498 (fax) Douglas C. Haney, City Attomey City of Carmel One Civic Square Carmel, IN 46032 317-571-2472 (telephone) 317-571-2484 (fax) The foregoing information may be changed by notice to the other parties to this Agreement served in accordance with this Section. (c) Governing Law. It is intended by the parties that the laws of the State of Indiana shall govern the validity, construction, enforcement, and interpretation of this Agreement, and that any lawsuit regarding this Agreement shall be filed in a court of competent jurisdiction located in Hamilton County, Indiana only (d) Entirety and Amendments. This Agreement embodies the entire agreement between the parties relating to the subject matter hereof, and supersedes all prior agreements, understandings, warranties, and representations, if any, whether verbal or written, relating to the Property, or the Project, and may be amended or supplemented only by an instrument in writing executed by all parties hereto with the same degree of formality in which this Agreement was executed (e) Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, said provision shall be fully severable; and the Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of the Agreement. The remaining provisions of the Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Agreement. Furthermore, in lieu of such illegal, invalid, or 8 unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible which is and shall be legal, valid and enforceable. (0 Multiple Counterparts. This Agreement may be executed in any number of identical counterparts and each such counterpart is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement. (g) Parties Bound. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the parties hereto, and their respective successors and assigns. (h) Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed, and delivered by the parties hereto, said parties agree to perform, execute, and deliver or cause to be performed, executed, and delivered any and all such further and reasonable acts, documents, and assurances as may be reasonably necessary to consummate the transaction contemplated hereby in accordance with this Agreement. (r) Time is of the Essence. Execution. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. This Agreement shall be deemed fully executed by the parties upon the execution of this Agreement by each of the parties indicated below. (j) No Third Party Beneficiaries. Except as otherwise specifically provided herein, nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason of this Agreement. 9 11. Effective Date. The effective date of this Agreement shall be the latest date appearing under the signatures below; provided that the provisions of this Agreement relating to possession of the Project, repairs, maintenance, operating expenses, utilities, and insurance shall take effect immediately upon "substantial completion' of the Project or any material portion thereof. The parties signing below hereby certify and acknowledge that they have been authorized to execute this Agreement on behalf of the entity indicated above their signature. CLAY TOWNSHIP OF IIAMILTON COUNTY, INDIANA: By: 0 las Callahan, Trustee Dated: 6 — CARMEL CLAY MUNICIPAL BUILDING CORPORATION By: 1 4k)AAO A.Onn`.a Drew Williams, President Dated: CITY OF CARMEL, INDIANA By: 0-1/4yr James Brainard, Mayor Dated: ATTESiT� -^�'+4 ) i �t coveDiana L. Cordray, Jerk Treasurer Mary An Date: Burke', Mptnr /S— Lori S. .lanC�r4 /1( jtAnaDa y.1te : This document is not required to be recorded but shall be maintained by each of the parties in accordance with their normal record keeping procedures. 10 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTIES Station 43 Part of the Southeast Quarter of Section 6, Township 17 North, Range 4 East In Hamilton County, Indiana, more particularly described as follows: Beginning on the South line of the Southeast Quarter of Section 6, Township 17 North, Range 4 East 811.70 feet North 89 degrees 44 minutes 00 seconds West (assumed bearing) of the Southeast corner thereof; thence North 89 degrees 44 minutes 00 West on and along said South line 162.50 feet; thence North 00 degrees 10 minutes 32 seconds West parallel with the East line of said Quarter 308.00 feet; thence South 89 degrees 44 minutes 00 seconds East parallel with the South line aforesaid 162.50 feel; thence South 00 degrees 10 minutes 32 seconds East parallel with tho East line aforesaid 308.00 feet to the Beginning Point; containing 1.15 acres, more or less. Subject to a 40 foot right-of-way for 106th Street along the entire South end thereof. Station 44 A part of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, located In Clay Township, Hamilton County, Indiana, being more specifically described as follows: Beginning at a point on the South line of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, said point of beginning being South 69 degrees 52 minutes 53 seconds West (assumed bearing) 483.77 feet from the southeast corner of said Northwest Quarter; thence South 89 degrees 52 minutes 53 seconds West 180.00 feet on and along the South line of said Northwest Quarter to the Southwest comer of the East Half of the East Half of said Northwest Quarter, thence North 00 degrees 08 minutes 05 seconds East 242.00 feet on and along the West line of the East Half of the East Half of said Northwest Quarter; thence North 89 degrees 52 minutes 53 seconds East 180.00 feet parallel with the South line of said Northwest Quarter; thence South 00 degrees 08 minutes 05 seconds West 242.00 feet parallel with the West line of the East Half of the East Half of said Northwest Quarter to the Point of Beginning. Fire Training and Repair Shop Facility A part of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East of the Second Principal Meridian, City of Carmel, Clay Township, Hamilton County, Indiana described as follows: Commencing at the northeast corner of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East; thence North 89 degrees 55 minutes 53 seconds West (NAD83(2011) Indiana State Plane East Zone) 60.00 feet along the north line of said half -quarter section; thence South 0 degrees 11 minutes 27 seconds West 501.89 to a point on the east line of the property described in Instrument Number 2009027537 in the office of the Recorder of Hamilton County; thence South 89 degrees 58 minutes 27 seconds West 161.06 feet to a 5/8 inch rebar with orange cap stamped "VSEI 0063" (hereinafter referred to as "Rebar with Cap") set at the POINT OF BEGINNING of this description; thence South 0 degrees 09 minutes 49 seconds West 236.00 feet to a Rebar with Cap set; thence South 89 degrees 58 minutes 27 seconds West 715.00 feet to a Rebar with Cap set; thence North 0 degrees 09 minutes 49 seconds East 236.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27 seconds East 331.00 feet to a Mag Nail set; thence South 0 degrees 01 minutes 33 seconds East 30.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27 seconds East 30.00 feet to a Rebar with Cap set; thence North 0 degrees 01 minutes 33 seconds West 30.00 feet to a Mag Nail set; thence North 89 degrees 58 minutes 27 seconds East 354.00 feet to the POINT OF BEGINNING and containing 3.853 acres more or less, subject to all pertinent rights-of-way and easements. EXHIBIT "B" The Project (I) Addition to and renovation of the current Carmel Fire Station #43 located at 3242 E. 106`h Street, Carmel, Indiana; (2) Replacement of Carmel Fire Station #44, including the demolition of the existing structure located at 5032 E. Main Street, Carmel, Indiana; and (3) A new Fire Training and Repair Shop facility to be located on up to 4 acres on property currently owned by the City of Carmel located at 4615 East I06`h Street, Carmel, Indiana. 13 EXIIIBIT "C" Lease Agreement and Option to Purchase 14 LEASE AGREEMENT AND OPTION TO PURCHASE Between CARMEL CLAY MUNICIPAL BUILDING CORPORATION LESSOR and CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA LESSEE Executed the 15th day of June, 2015. Public Safety Projects Station #43 3242 E. I06`h Street, Carmel, Indiana Station #44 5032 E. Main Street, Carmel, Indiana Fire Training and Repair Facility on East 106th Street, Cannel, Indiana LEASE AGREEMENT AND OPTION TO PURCHASE THIS LEASE AGREEMENT (hereinafter the "Lease") effective as of the 15t11 day of June, 2015, is by and between Carmel Clay Municipal Building Corporation, an Indiana non-profit corporation (the "Lessor"), and Clay Township of Hamilton County, Indiana, a political subdivision existing under the laws of the State of Indiana and located in Hamilton County, Indiana (the "Lessee"), WITNESSETH THAT: 1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee the three (3) parcels of real estate in Clay Township, Hamilton County, Indiana, more particularly described in Exhibit "A" attached hereto and made a part hereof, and the public safety projects, facilities and improvements constructed and to be constructed and located thereon as described in Exhibit "B" and equipped by Lessor according to plans and specifications prepared by Axis Architecture + Interiors, LLC, of Indianapolis, Indiana, as approved by Lessee (all collectively referred to as the "Leased Premises"). The above mentioned plans and specifications may be changed, additional construction work may be performed and equipment may be acquired by Lessor, but only with the approval of Lessee, and only if such changes or modifications or additional work or equipment does not alter the character of the improvements or reduce the value thereof. Any such additional construction work or equipment shall become part of the Leased Premises covered by this Lease. The above mentioned plans and specifications have been filed with and approved by Lessee. TO HAVE AND TO HOLD the Leased Premises with all rights privileges, easements and appurtenances belonging thereto, unto Lessee, for a term of twenty (20) years, beginning on the date on which the facilities are ready for occupancy, and ending on the day prior to such date twenty (20) years thereafter ("Lease Term"). However, notwithstanding the foregoing term, the term of this Lease will terminate at the earlier of (a) the exercise by the Lessee of the option to purchase the Leased Premises and the payment of the option price, or (b) the payment or defeasance of all bonds issued (i) to finance the cost of the Leased Premises, (ii) to refund such bonds, (iii) to refund such refunding bonds, or (iv) to improve the Leased Premises. The Lessor hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple to the above described real estate, and Lessor warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of Lessee or its assigns. 2. Rental Payments. The Lessee agrees to pay fixed annual rental ("Fixed Annual Rental") for the Leased Premises in accordance with the schedule set forth in Exhibit "C" attached hereto and made a part hereof. The first full rental installment shall be due on the day that the public safety facilities to be constructed and equipped at the Leased Premises, or any portion thereof, are completed and ready for occupancy or January 15, 2017, whichever is later. If the completion date is later than January 15, 2016, the first rental payment shall be in an amount calculated at the annual rate from the date of payment to the next occurring July 15 or January 15. Thereafter, Fixed Annual Rental shall be payable in advance in semiannual installments as indicated on Exhibit "C". The last semiannual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the annual rate specified above from the date such installment is due to the date of the expiration of this Lease. In addition to the foregoing, with the prior approval of Lessor, Lessee may make partial lease rental payments (limited to the proportion of completed Project value) commencing no earlier than January 15, 2016. All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank 2 selected as Trustee (hereinafter the "Trustee") under the Trust Indenture between the Trustee and the Lessor (hereinafter the "Indenture") or to such other bank or trust company as may from time to time succeed the Trustee under the Indenture securing the bonds to be issued by the Lessor to finance the construction and equipping of the Leased Premises. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. The bank selected as Trustee shall be endorsed on this Lease by executing and recording an Amendment to Lease in substantially the same form as Exhibit "C" attached hereto as soon as the same can be done after selection, and the foregoing amendment shall be recorded as an amendment to this Lease. After the sale of the bonds issued to finance the acquisition, construction and equipping of the Leased Premises, the Fixed Annual Rental amount to be attached to Exhibit "C" shall be reduced to an amount equal to the multiple of $1,000.00 next higher than the sum of principal and interest due on such bonds in each 12 -month period ending on any bond payment date ("Bond Year") plus Four Thousand Dollars ($4,000.00), payable in semiannual installments. Such amount of reduced Fixed Annual Rental shall be attached as Schedule "A" to Exhibit "C" by the parties hereto as soon as the same can be done after the sale of said bonds and the Amendment to Lease shall be recorded with the revised Schedule "A" attached. If the Project is completed on a date that substantially alters the payment schedule attached to the recorded Exhibit "C," such altered payment schedule shall be endorsed on this Lease by the Lessor and the Lessee as soon as possible after such determination and such endorsement shall be recorded with the Hamilton County Recorder as an addendum to this Lease Notwithstanding any other provision of this Lease, all payment obligations of the Lessee pursuant to this Lease shall be subject to annual appropriation by the Township Board or other 3 appropriate fiscal body of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay rental payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee. 3. Additional Rental Payments. The Lessee shall pay as additional rental for the Leased Premises ("Additional Rent") all taxes and assessments levied against or on account of the Leased Premises and/or the receipt of lease rental payments by Lessor and to reimburse Lessor for any insurance payments made by it under Section 6. Any and all such payments shall be made and, if requested by Lessor, satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which the same must be paid to avoid delinquency. In case the Lessee shall in good faith desire to contest the validity of any tax or assessment, and shall so notify the Lessor, and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the nonpayment thereof when due, the Lessee shall not be obligated to pay the same until such contests shall have been determined. The Lessee shall also pay as Additional Rent the amount calculated by or for Lessor as the amount required to be rebated or paid as a penalty in lieu of rebate to the United States Treasury, after taking into account other available moneys, to prevent the bonds issued to finance the acquisition and construction of the Leased Premises from becoming arbitrage obligations under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). 4. Abatement of Rent. In the event the Leased Premises shall be partially or totally destroyed, whether by fire or any other casualty, or are taken under the exercise of the power of 4 eminent domain, so as to render them unfit, in whole or in part, for use or occupancy by the Lessee, (a) it shall then be the obligation of the Lessor to restore and rebuild the Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Section 6 or the condemnation proceeds received by the Lessor, whichever is applicable, and (b) the rent shall be abated for the period during which the Leased Premises or such part thereof is unfit or unavailable for use or occupancy, and the abatement shall be in proportion to the percentage of the Leased Premises which is unfit or unavailable for use or occupancy. If there is in force on the date of partial or total destruction or taking insurance on the Leased Premises and the rental value thereof, in accordance with the provisions of Section 6, and sufficient insurance on the rental value of the Leased Premises to pay scheduled Fixed Annual Rental and Additional Rental during the term of repair or restoration, the rent shall be abated for the period during which the Leased Premises or any part thereof are unfit or unavailable for occupancy and shall be in proportion to the percentage of floor area which is unfit or unavailable for occupancy. In the event such insurance is not in force on the date of partial or total destruction or taking, and rent is required for any reason to be abated notwithstanding the provisions of this Section, leasable property and improvements of substantially equal value to the Leased Premises shall be transferred to the Lessor by the Lessee in substitute thereof, and the Fixed Annual Rentals and Additional Rentals provided for herein shall continue to be paid as provided by this Lease without interruption or abatement. In the event of such substitution, the substituted property shall become the Leased Premises for alt purposes herein and shall in all ways be subject to the terms of this Lease. 5. Maintenance, Alterations and Repairs. The Lessee assumes all responsibility for maintenance, repairs and alterations to the Leased Premises but may enter into subleases or management agreements with other political subdivisions for the operation, maintenance and repair of the Leased Premises. The Lessee shall be permitted, at its own expense, to make any alterations, additions, repairs or improvements to the Leased Premises which do not unreasonably diminish the value of the Leased Premises, or which are specifically agreed to in writing between the Lessor and Lessee. All alterations, additions and improvements shall be made in accordance with all applicable laws and shall become the property of Lessor, subject to the terms of this Lease. At the end of the term, Lessee shall deliver the Leased Premises to Lessor in as good condition as at the beginning of the term, reasonable wear and tear excepted. Equipment or other personal property which becomes worn out or obsolete may be discarded, traded in, sold or replaced by Lessee. The proceeds of the sale of any unreplaced personal property included as part of the Leased Premises shall be paid to the Trustee. Lessee need not replace worn out or obsolete personal property, but may replace such property at its own expense, and the replacement property shall belong to Lessee. 6. Insurance. Lessee, at its own expense, will, during the full term of the Lease, keep the Leased Premises insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type, with good and responsible insurance companies acceptable to Lessor. Such insurance shall be in an amount equal to one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a registered architect, registered engineer or professional appraisal engineers, selected by the Lessor, on the effective date of this Lease. During the full term of this Lease, Lessee will also, at its own expense, and if commercially available at reasonable market rates, maintain rent or rental value 6 insurance in amounts equal to the full rental value of the Leased Premises for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this clause. During the full term of this Lease, Lessee will also, at its own expense, carry combined bodily injury insurance, including accidental death, and property damage with reference to the Leased Premises in an amount sufficient to adequately cover such Iosses with one or more good and responsible insurance companies. The public liability insurance required herein may be by blanket insurance policy or policies. All of the foregoing policies applicable to the Leased Premises shall list Lessor as an additional insured. The proceeds of the public liability insurance required herein (after payment of expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. Such policies shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made payable jointly to the Lessor and the Lessee or to such other person or persons as the parties hereto may jointly designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies (or certificates of insurance for each policy) and the certificate of the architect or engineer hereinbefore referred to shall be maintained by Lessee. If, at any time, the Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of Additional Rent payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain insurance and any action or non -action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance, including its obligation to continue the rental payments in case of total or partial destruction of the building as provided in 7 Section 4 hereof. 7. Eminent Domain. If title to or the temporary use of the Leased Premises, or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by Lessor. Such proceeds shall be applied in one or more of the following ways: a. The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of said power of eminent domain, or b. The acquisition, by construction or otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes of I.C. 36-1-10 (the "Leasing Statute") (which improvements shall be deemed a part of the Leased Premises and available for use and occupancy by the Lessee without the payment of any rent other than as herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Lessee shall direct Lessor in writing as to which of the ways specified in this Section the Lessee elects to have the net proceeds of the condemnation award applied. Any balance of the net proceeds of the award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be deposited by Lessor in the Sinking Fund held by the Trustee under the Indenture. 8 Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld. 8. General Covenants. The obligation to pay any lease rentals under this Lease shall not be considered debt of the Lessee for purposes of the Indiana Constitution or any provision of Indiana law. The Lessee shall not assign this Lease or sublet the Leased Premises herein described for any purpose (other than to the City of Carmel, Indiana but only for public safety and other governmental purposes) without the written consent of Lessor. Lessee shall use and maintain the Leased Premises in accordance with the laws and ordinances of the United States of America, the State of Indiana, and all other proper governmental authorities. The Lessee covenants that in any contracts entered into by the Lessee providing for the use of the Leased Premises, which involve the conduct of a separate entity, trade or business, (a) the Leased Premises would be used only (i) by a Governmental Unit within the meaning of Section 141 of the Internal Revenue Code of 1986 or (ii) by non -Governmental Units on the same basis as other members of the general public or (b) would not in the aggregate result in payments to the Lessee in an amount in excess of 5% of the principal of and interest on the first mortgage bonds issued under the Indenture. The Lessee further covenants that it will not take any action or fail to take any action that would result in the loss of the excludability from gross income for federal tax purposes of interest on the first mortgage bonds issued to finance 9 the acquisition and construction of the Leased Premises pursuant to Section 103(a) of the Code, as in effect on the date of delivery of such bonds, nor will the Lessee act in any manner which would adversely affect such excludability. The Lessee further covenants that it will not make any investment or do any other act or thing during the period that any bond is outstanding hereunder which would cause any such bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and the regulations thereunder as in effect on the date of delivery of such bonds. Lessee represents, warrants and covenants that a present need exists for the Leased Premises which need is not temporary or expected to diminish in the near future and the use of the Leased Premises is essential to the proper, efficient and economic fulfillment of Lessee's responsibilities for conducting the business of the Lessee including but not limited to providing its governmental services and performing its governmental functions, including, but not limited to, providing parks and recreational facilities. 9. Option to Renew. Lessor hereby grants to Lessee the right and option to renew this Lease for a further like or lesser term upon the same or like conditions as herein contained, and applicable to the portion of the premises for which the renewal applies, and Lessee shall exercise this option by written notice to Lessor given upon any rental payment date prior to the expiration of this Lease. 10. Option to Purchase. Lessor hereby grants to Lessee the right and option, on any rental payment date, upon sixty (60) days' written notice to Lessor, to purchase the Leased Premises at a price equal to the amount required to enable Lessor to liquidate by paying all indebtedness, including all premiums payable on the redemption thereof and accrued and unpaid interest and by paying the expenses and charges of liquidation. In no event, however, shall the purchase price exceed 10 the capital actually invested in the Leased Premises by Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor. The phrase "capital actually invested" as used herein shall be construed to include, but shall not be limited to, the following amounts expended by the Lessor: organization and incorporation expenses, financing costs, carry charges, legal fees, architects' fees and reasonable costs and expenses incidental thereto. Upon request of the Lessee made not less than sixty (60) days prior thereto, the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee on the next rental payment date in order to purchase the Leased Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase granted herein, Lessor will upon payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee all of the Lessor's title to the property being purchased, as such property then exists, subject to the following: (i), those liens and encumbrances (if any) to which title to the property was subject when conveyed to Lessor; (ii) those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii) those liens and encumbrances allowed by or contained in this Lease. In the event of purchase of the Leased Premises by the Lessee or conveyance of the same to the Lessee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee's expense all documentary stamps or tax payments required for the transfer of title. In the event the Lessee exercises its right and option to purchase in accordance with this Section and it acquires title to the Leased Premises, the Lessee shall transfer the Leased Premises to the Lessee in accordance with applicable Indiana statutes, unless otherwise directed in writing by the Lessee. 11 Nothing contained herein shall be construed to provide that Lessee shall be under any obligation to purchase the Leased Premises, or under any obligation in respect to the creditors, members, or security holders of the Lessor. 11. Transfer to Lessee. In the event the Lessee has not exercised its option to renew in accordance with the provisions of Section 9 hereof, and has not exercised its option to purchase the Leased Premises in accordance with the provisions of Section 10 hereof, and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Leased Premises shall thereupon become the absolute property of the Lessee and upon the Lessee's request, Lessor shall execute proper instruments conveying to the Lessee all of Lessor's title thereto. Upon the Lessee's acquisition of title to the Leased Premises, the Lessee shall transfer the Leased Premises to the City of Carmel, Indiana in accordance with applicable Indiana statutes, unless otherwise agreed to by the Lessee and the City of Carmel, Indiana. 12. Defaults. If the Lessee shall default (a) in the payment of any rentals or other sums payable to the Lessor hereunder, or in the payment of any other sum herein required to be paid for the Lessor; or (b) in the observance of any other covenant, agreement or condition hereof, and such default shall continue for sixty (60) days after written notice to correct the same; then, in any or either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy; or the Lessor, at its option, upon an additional thirty (30) days' written notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor to immediately resume possession of the Leased Premises and the Lessee covenants to surrender the 12 same upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 13. Indemnification. The Lessee shall indemnify and hold Lessor harmless from and against all damages, claims and liabilities arising from or connected with the Lessee's control or use of the Leased Premises, including, without limitation, any damage or injury to person or property, unless such damage or claim arises out of the gross negligence of or intentional torts of Lessor, its guests or invitees. This indemnification shall not include any matter for which the Lessor is effectively protected against by insurance. If Lessor shall, without fault, become a party to litigation commenced by or against the Lessee, then the Lessee shall defend, indemnify and hold Lessor harmless therefrom. The indemnification provided by this Section shall include Lessor's legal costs and fees in connection with any such claim, action or proceeding. Lessor and Lessee do hereby release the other from all liability for any accident, damage or injury caused to person or property; provided, however, that this release shall be effective only to the extent the injured or damaged party is insured against such injury or damage and only if this release shall not adversely affect the right of the injured or damages party to recover under such insurance policy. 14. Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, by registered or certified mail and addressed to the other party or parties at the following addresses: (a) to Lessor: Carmel Clay Municipal Building Corporation, Attention: Resident Agent, c/o Kroger Gardis & Regas, LLP, 111 Monument Circle, Suite 900, Indianapolis, Indiana 46204; (b) to Lessee: Clay Township of Hamilton County, Indiana, Attention: Township 13 Trustee, 10701 North College Avenue, Indianapolis, Indiana 46280-1089; (c) to the bank Trustee: at the address shown on the Amendment referred to in the first paragraph of Section 2 hereof. Lessor and Lessee may by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. 15. Successors or Assigns. All covenants of this Lease, whether by Lessor or Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 16. Conditions to Effectiveness. This Lease shall not be effective until the later date of when (a) the Lessor acquires fee simple title to the land described in Exhibit "A" upon which the improvements defined in this Lease as the Leased Premises are to be constructed in compliance with Section 11 of the Leasing Statute, or (b) the time limitation to contest the validity of or enjoin performance of this Lease provided for under Section 15 of the Leasing Statute expires. This Lease shall further be conditioned upon the receipt of all other approvals and authorizations required by law. 17. Construction of Covenants. Lessor was organized for the purpose of constructing, renovating and erecting governmental buildings and improvements and leasing the same to Lessee under the provisions of the Leasing Statute. All provisions of this Lease shall be construed in accordance with the provisions of the Leasing Statute and other applicable provisions of law, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of applicable laws, the applicable laws shall be deemed to be controlling and binding upon Lessor and Lessee. 14 IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf the day and year first hereinabove written. LESSOR By: Attest: Matt Milam, Secretary STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) CARMEL CLAY MUNICIPAL BUILDING CORPORATION Oait4.3 wIlnmn Andrew Williams, President Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Andrew Williams and Matt Milam, personally known to me to be the President and Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing Lease for and on behalf of said Corporation. WITNESS my hand and notarial seal this 15 da of Juni 2015. 1 ANDREA KAY KECK Marion County My Commission Expires November 30, 2015 My Commission Expires: 15 ritten Signature (Printed Name) My County of Residence: Attest: By: J uit-� Mary Eckard, �eis�chainnan Township Board STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) By: LESSEE CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA Donal allahan, Township Trustee Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Douglas Callahan and Mary Eckard, personally known to me to be the Township Trustee and Chairman of the Township Board, respectively, of Clay Township of Hamilton County, Indiana, and acknowledged the execution of the foregoing Lease for and on behalf of said Township. WITNESS my hand and notarial seal this 15th da v. June, 2015. ANDREA KAY KECK Marion County My Commission Expires November 30, 2015 My Commission Expires: ritten Signature) (Printed Name) My County of Residence: This instrument was prepared by Brian C. Bosma, Kroger Gardis & Regas, LLP, 1 11 Monument Circle, Suite 900, Indianapolis, Indiana 46204-5125. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Brian C. Bosma 16 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTIES Station 43 Part of the Southeast Quarter of Section 6, Township 17 North, Range 4 East in Hamilton County, Indiana, more particularly described as follows: Beginning on the South line of the Southeast Quarter of Section 6, Township 17 North, Range 4 East 811.70 feet North 89 degrees 44 minutes 00 seconds West (assumed bearing) of the Southeast corner thereof; thence North 89 degrees 44 minutes 00 West on and along said South line 162.50 feet; thence North 00 degrees 10 minutes 32 seconds West parallel with the East line of said Quarter 308.00 feet; thence South 89 degrees 44 minutes 00 seconds East parallel with the South line aforesaid 162.50 feet; thence South 00 degrees 10 minutes 32 seconds East parallel with the East line aforesaid 308.00 feet to the Beginning Point; containing 1.15 acres, more or less. Subject to a 40 foot right-of-way for 106`° Street along the entire South end thereof. Station 44 A part of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, located In Clay Township, Hamilton County, Indiana, being more specifically described as follows: Beginning at a point on the South line of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, said point of beginning being South 89 degrees 52 minutes 53 seconds West (assumed bearing) 483.77 feet from the southeast corner of said Northwest Quarter; thence South 89 degrees 52 minutes 53 seconds West 180.00 feet on and along the South line of said Northwest Quarter to the Southwest comer of the East Half of the East Half of said Northwest Quarter, thence North 00 degrees 08 minutes 05 seconds East 242,00 feet on and along the West line of the East Half of the East Half of said Northwest Quarter, thence North 89 degrees 52 minutes 53 seconds East 180.00 feet parallel with the South tine of said Northwest Quarter; thence South 00 degrees 08 minutes 05 seconds West 242.00 feet parallel with the West line of the East Half of the East Half of said Northwest Quarter to the Point of Beginning. Fire Training and Repair Shop Facility A part of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East of the Second Principal Meridian, City of Carmel, Clay Township, Hamilton County, Indiana described as follows: Commencing at the northeast corner of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East; thence North 89 degrees 55 minutes 53 seconds West (NAD83(2011) Indiana State Plane East Zone) 60.00 feet along the north line of said half -quarter section; thence South 0 degrees 11 minutes 27 seconds West 501.89 to a point on the east line of the property described in Instrument Number 2009027537 in the office of the Recorder of Hamilton County; thence South 89 degrees 58 minutes 27 seconds West 161.06 feet to a 5/8 inch rebar with orange cap stamped "VSEI 0063" (hereinafter referred to as "Rebar with Cap") set at the POINT OF BEGINNING of this description; thence South 0 degrees 09 minutes 49 seconds West 236.00 feet to a Rebar with Cap set; thence South 89 degrees 58 minutes 27 seconds West 715.00 feet to a Rebar with Cap set; thence North 0 degrees 09 minutes 49 seconds East 236.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27 seconds East 331.00 feet to a Mag Nail set; thence South 0 degrees 01 minutes 33 seconds East 30.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27 seconds East 30.00 feet to a Rebar with Cap set; thence North 0 degrees 01 minutes 33 seconds West 30.00 feet to a Mag Nail set; thence North 89 degrees 58 minutes 27 seconds East 354.00 feet to the POINT OF BEGINNING and containing 3.853 acres more or less, subject to all pertinent rights-of-way and easements. EXHIBIT "B" DESCRIPTION OF PROJECT Addition to and renovation of the current Carmel Fire Station 4'43 located at 3242 13. 106th Street, Carmel, Indiana; Replacement of Carmel Fire Station 4'44, including the demolition of the existing structure located at 5032 E. Main Street, Carmel. Indiana; and A new Fire Training and Repair Shop facility to be located on up to 4 acres on property currently owned by the City of Carmel located at 4615 East 106th Street, Carmel, Indiana. EXHIBIT "C" AMENDMENT NO. 1 TO LEASE AGREEMENT Between Carmel Clay Municipal Building Corporation and Clay Township of Hamilton County, Indiana Dated as of July 8, 2015 WHEREAS, the Carmel Clay Municipal Building Corporation, an Indiana corporation (the "Building Corporation"), entered into a lease with Clay Township of Hamilton County, Indiana, dated as of June 15, 2015 (collectively, as amended, the "Lease"), which Lease, or a Memorandum thereof, has been recorded contemporaneously herewith in the Office of the Recorder of Hamilton County; WHEREAS, it is provided in the Lease that there shall be endorsed thereon the reduced Fixed Annual Rental due on the Lease; and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the name of the financial institution selected to serve as Trustee under the Trust Indenture between it and the Building Corporation; NOW, THEREFORE, IT IS HEREBY CERTIFIED AND STIPULATED by all of the undersigned that: 1. The sum of principal and interest due on any Bond Year and the reduced Fixed Annual Rental and the semiannual installments thereof are set forth on Schedule A, 2. The financial institution selected by the Building Corporation to be the Trustee under the Indenture is The Huntington National Bank and its address for notices is 45 N. Pennsylvania Street, INHP22, Indianapolis, IN 46204, Attention: Corporate Trust Department. Executed this 8th day of July, 2015. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. I to Lease Agreement to be executed for and on their behalf on the date first written above. By: Attest: Matt !Milani, Secretary STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) LESSOR CARMEL CLAY MUNICIPAL BUILDING CORPORATION Andrew Williams, President Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and Andrew Williams and Matt Milani, personally known to me to be the President and Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing Amendment No. 1 to Lease for and on behalf of said Corporation. WITNESS my hand and notarial seal this $th ANDREA KAY KECK Marion County My Commission Expires November 30, 2015 My Commission Expires: I o Judy 2015. (\ /Linen Signature) (Printed Name) My County of Residence: By: Attest: By: gesa Chairman Township Board STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) LESSEE CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA Douglas lahan, Township Trustee Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Douglas Callahan and Mary Eckard, personally known to me to be the Township Trustee and Chairman of the Township Board, respectively, of Clay Township of Hamilton County, Indiana, and acknowledged the execution of the foregoing Amendment No. 1 to Lease for and on behalf of said Township. WITNESS my hand and notarial seal this 8 .:y o. July, 2015. My Commission Expires: ANDREA KAY KECK Marion County My Commission Expires November 30, 2015 (Printed Name) My County of Residence: This instrument was prepared by Brian C. Bosma, Kroger Gardis & Regas, LLP, 111 Monument Circle, Suite 900, Indianapolis, Indiana 46204-5125. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Brian C. Bosma 4 SCHEDULE A EXHIBIT A CARMEL CLAY MUNICIPAL BUILDING CORPORATION Clay Township, Indiana Lease Rental Bonds, Series 2015 Lease Payment Schedule Lease Semi -Annual Payment Date Lease Payments 1/15/17 $ 366,000 7/15117 249,500 1/15/18 249,500 7/15/18 247,500 1/15/19 247,500 7/15/19 248,500 1/15/20 248,500 7/15/20 247,000 1/15/21 247,000 7/15/21 248,000 1/15/22 248,000 7/15/22 248,500 1/15/23 248,500 7/15123 248,500 1/15/24 248,500 7/15/24 248,000 1/15/25 248,000 7/15/25 249,500 1/15/26 249,500 7/15/26 249,500 1/15/27 249,500 7/15/27 249,000 1/15/28 249,000 7/15/28 248,000 1/15/29 248,000 7/15/29 249,000 1/15/30 249,000 7/15/30 249,500 1/15/31 249,500 7/15/31 249,500 1/15/32 249,500 7/15/32 249,000 1/15/33 249,000 7/15/33 248,500 1/15/34 248,500 7/15/34 249,000 1/15/35 249,000