HomeMy WebLinkAboutCC-12-07-15-02 Party Time Development Carmel Drive/Rangeline Road Sponsor: Councilors Finkam,
Snyder,Rider and Schleif
RESOLUTION CC-12-07-15-02
(FORMERLY CC-11-02-15-02)
AS AMENDED
A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA
APPROVING CERTAIN MATTERS IN CONNECTION WITH THE INTEGRATED 126TH
STREET CORRIDOR ECONOMIC DEVELOPMENT AREA
WHEREAS, the City of Carmel Redevelopment Commission (the "Redevelopment
Commission"), as the governing body for the City of Carmel Redevelopment Department,
pursuant to Indiana Code 36-7-14, as amended (the "Act), adopted a Resolution on October 15,
2015 (the "CRC Resolution"), which made certain amendments to the previously declared
Integrated 126th Street Corridor Economic Development Area (the "Economic Development
Area") and the Economic Development Plan (the "Plan") for the Economic Development Area
(such Plan amendments, the"Plan Supplement"); and
WHEREAS, the City of Carmel Plan Commission, on October 20, 2015, approved and
adopted a resolution e(the "Plan Commission Order") determining that the CRC Resolution and
Plan Supplement conform to the plan of development for the City of Cannel, Indiana (the
"City") and approving the CRC Resolution and the Plan Supplement; and
WHEREAS, to foster economic development in the City, the Common Council of the
City now desires to approve a Project Agreement, a form of which has been presented to the
Common Council of the City on the date hereof (the "Project Agreement"), between the
Redevelopment Commission and Cannel Development II, LLC (the "Developer"), with respect
to the design and construction of a proposed mixed use residential, retail and office development
generally to be located in the northwest quadrant of the intersection of Cannel Drive and
Rangeline Road in the City (the "Project"), which Project Agreement sets forth the terms on
which the Redevelopment Commission and the Developer will complete the Project; and
WHEREAS, to foster economic development in the City, the Common Council of the
City now desires to approve a Purchase Agreement, a form of which has been presented to the
Common Council of the City on the date hereof (the "Purchase Agreement"), between the
Redevelopment Commission and the Developer, with respect to the purchase of certain property
for the development of the Project.
NOW.THEREFORE, BE IT RESOLVED by the Common Council of the City of
Cannel, Indiana, as follows:
1. Pursuant to Section 16(b) of the Act, the Common Council of the City
determines that the CRC Resolution and the Plan Supplement, in all respects, conform to the
plan of development for the City, and approves in all respects, the CRC Resolution, the Plan
Supplement, and the Plan Commission Order, on the condition that parcel number 16-09-36-00-
00-028.000 be removed from the list of parcels identified in Exhibit A to the CRC Resolution as
comprising the Proscenium Allocation Area as defined in the CRC Resolution.
VERSION A— 12/07/15
2. Each of the Project Agreement and the Purchase Agreement, in
substantially the form presented to the Common Council of the City on the date hereof, is hereby
approved.
3. This Resolution shall be in full force and effect from and after its passage
by the Council and approval by the Mayor as required by law.
PASSED by the Common Council of the City of Cannel, this 1 day of ,
2015,by a vote of '4 ayes and ?_nays.
COMMON COUNCIL OF THE CITY 0 C' L,IN / .40,
Presiding O ficer Kevin D. Rider
0 FPOSE_b (1) kiji(
Richard L. Sharp,President Pro Tempore Carol Schleif
(( o P2eS E N J D Fcos(
Ron . Carter W. Eric Seidensticker i
G /
S am lSn • •r �.- -
ATTE
0 1 - ?(__ or ':.' , /0
Diana L. Cordray, IAMC, Clerk-Trea .ter
1
Presented by me to the Mayor of the City of Carmel, In , a, this '
•' day of ao.e.surnith.. ,
2015, at 1 31 P.M.
,r, i; ,' a , / ' 4."
Diana L. Cordray, IAMC, Clerk-Trea-' per
Approved by me, Mayor of the City of Cannel, Indiana, this 15 day of ,
2015, at I:ap P.M.
t
J es Brainard, Mayor
ATTES
Diana L. Cordray, IAMC, Clerk-Tref.urer
Prepared by: Bruce D. Donaldson
Barnes &Thornburg LLP
11 South Meridian Street
Indianapolis, IN 46204
INDS01 AWILLIAMS 1535037v2 e
2
VERSION A- 12/7/15
RESOLUTION NO. 2015-9
RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION
AMENDING THE DECLARATORY RESOLUTION AND THE
DEVELOPMENT PLAN FOR THE INTEGRATED 126TH STREET CORRIDOR
ECONOMIC DEVELOPMENT AREA
WHEREAS,the City of Carmel Redevelopment Commission(the"Commission")pursuant
to IC 36-7-14(the"Act")serves as the governing body of the City of Carmel Redevelopment District
(the "District"); and
WHEREAS,the Commission has previously adopted and confirmed resolutions(collectively,
the "Declaratory Resolution") which established and expanded an economic development area
known as the "Integrated 126th Street Corridor Economic Development Area" (the "Economic
Development Area"),designated certain portions thereof as allocation areas pursuant to Section 39 of
the Act, one of which is known as the Amended 126th Street Allocation Area(the"Amended 126th
Street Allocation Area"),and approved a development plan for the Economic Development Area(the
"Plan")pursuant to the Act; and
WHEREAS,the Commission now desires to amend the Declaratory Resolution and Plan(i)
to remove the area described on Exhibit A attached hereto from the Amended 126th Street Allocation
Area, (ii) to designate the area described on Exhibit A attached hereto as a separate allocation area
pursuant to Section 39 of the Act to be known as the Proscenium Allocation Area(the"Proscenium
Allocation Area"),and(iii)to adopt a supplement to the Plan attached hereto as Exhibit B(the"2015
Plan Supplement") (clauses (i);(ii) and (iii), collectively,the "2015 Amendments"); and
WHEREAS,the 2015 Amendments and supporting data were reviewed and considered at this
meetin g; and
WHEREAS, Sections 41 and 43 of the Act permit the creation of"economic development
areas"and provide that all of the rights, privileges and immunities that may be exercised b.
p p powers,p g Y Y
this Commission in a redevelopment area or urban renewal area may be exercised in an economic
development area, subject to the conditions set forth in the Act; and
WHEREAS,this Commission deems it advisable to apply the provisions of said Sections 41
and 43 of the Act to the 2015 Amendments; and
WHEREAS, the Commission now desires to approve the 2015 Amendments.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Redevelopment
Commission, governing body of the City of Carmel Redevelopment District, as follows:
1. It will be of public utility and benefit to amend the Declaratory Resolution and the
Plan for the Economic Development Area as provided in the 2015 Amendments and to continue to
develop the Economic Development Area,including the Proscenium Allocation Area,under the Act.
2. The Declaratory Resolution and the Plan,as amended by this Resolution and the 2015
Plan Supplement, conform to the comprehensive plan of development for the City.
3. The 2015 Amendments are reasonable and appropriate when considered in relation to
the Declaratory Resolution and Plan and the purposes of the Act.
4. The findings and determinations set forth in the Declaratory Resolution and the Plan
are hereby reaffirmed.
5. In support of the findings and determinations set forth in Sections 1 through 4 above,
the Commission hereby adopts the specific findings set forth in the 2015 Plan Supplement.
6. The Commission does not at this time propose to acquire any specific parcel of land
or interests in land within the boundaries of the.Proscenium Allocation Area. If at any time the
Commission proposes to acquire specific parcels of land,the required procedures for amending the
Plan,as amended by the 2015 Plan Supplement,under the Act will be followed,including notice by
publication to affected property owners and a public hearing. -
7. The Commission finds_that no residents of the Economic Development Area will be
displaced by any project resulting from'the 2015 Plan Supplement, and therefore finds that it does
not need to give consideration to transitional and permanent provision for adequate housing for the
residents. .
8. --- - The 2015 Amendinents=ar-e hereby in.all.-respects-approved. -
9. The area described in Exhibit A is hereby removed from the.Amended 126th Street
Allocation Area, and is hereby designated as a separate"allocation area"pursuant to Section 39 of
the Act to be known as the "Proscenium Allocation Area," for purposes of the allocation and
distribution of property taxes for the purposes and in the manner provided by said Section. Any
taxes imposed under I.C. 6-1.1 on real property subsequently levied by or for the benefit of any
public body entitled to a distribution of property taxes on taxable property in said allocation area
shall be allocated and distributed as follows:
Except as otherwise provided in said Section 39, the proceeds of taxes
attributable to the lesser of the assessed value of the property for the assessment date
with respect to which the allocation and distribution is made, or the base assessed
value, shall be allocated to and when collected paid into the funds of the respective
taxing units. Except as otherwise provided in said Section 39,property tax proceeds
in excess of those described in the previous sentence shall be allocated to the
redevelopment district and when collected paid into an allocation fund for the
Proscenium Allocation Area hereby designated as the"Proscenium Allocation Fund"
and may be used by the redevelopment district to do one or more of the things
specified in Section 39(b)(3) of the Act, as the same may be amended from time to
time. Said allocation fund may not be used for operating expenses of the
Commission. Except as otherwise provided in the Act,before July 15 of each year,
the Commission shall take the actions set forth in Section 39(b)(4) of the Act.
10. The foregoing allocation provision shall apply to all of the Proscenium Allocation
Area. The Commission hereby finds that the adoption of this allocation provision will result in new
property taxes in the Proscenium Allocation Area that would not have been generated but for the
adoption of the allocation provision,as specifically evidenced by the findings set forth in Exhibit B
hereto. The base assessment date for the Proscenium Allocation area is March 1, 2015.
11. The provisions of this Resolution shall be subject in all respects to the Act and any
amendments thereto,and the allocation provisions herein relating to the Proscenium Allocation Area
shall expire on the date that is twenty-five(25) years after the date on which the first obligation is
incurred to pay principal and interest on bonds or lease rentals on leases payable from tax increment
revenues derived from the Proscenium Allocation Area.
12. This.Resolution,together with any supporting data,shall be submitted to the City of
Carmel Plan Commission (the "Plan Commission") and the Common Council of the City (the
"Council")as provided in the Act,and if approved by the Plan Commission and the Council,shall be
submitted to a public hearing and remonstrance as provided by the Act, after public notice as
required by the Act.
Adopted the 15th day of October, 2015.
CITY OF CARMEL REDEVELOPMENT
COMMISSION
net present
President
•C.....
ice President
Secr tip/
1?)441--
ember
4
_._
beri �
EXHIBIT A
Description of the Proscenium Allocation Area
The Proscenium Allocation Area consists of the following parcels:
PARCEL ID NUMBERS:
16-09-36-00-00-027.000
16-09-36-00-00-028.000
The Proscenium Allocation Area also includes any and all public rights of way that physically
connect any of the above described parcels.
•
9
EXHIBIT B
2015 Plan Supplement
The Plan is hereby supplemented by adding the following projects to the Plan:
The design and construction of infrastructure improvements, including parking, street
development,utility relocations and/or streetscape development,all to support a proposed mixed use
residential, retail and office development generally to be located in the northwest quadrant of the
intersection of Carmel Drive and Rangeline Road, in the City of Carmel, Indiana. The estimated
cost of these improvements is $8,000,000.
Based on representations of the developer of the mixed use project, the Commission has
determined that the development will not proceed as planned without the contribution of tax
increment revenues to be derived from the Proscenium Allocation Area to the projects described
above.
W DSOl AWILLIAMS 1534915v2
r -
....
,',-;:',:;,-;::;.•....,'':''''.;',..'';:-....'. .. ,';-;: .-; • • ; :, `-.,-...; -.."'',77,. -....;::.:.;:,.;!.
.,.;
r.:*;:;•!...i::.-:' ...-:;--.. . . .-.. .
RESOLUTION.NO PC-49-20715-a
',;,::•:,',...,', .. ,' ._,
11 ri,.:-:--,,•, .
-... OCT I 5.2015
1 ,-.,,,,•..„.„,.. :,,.. . _ .,, •'illtSOP.0100017.TA :':c4,17y..OFCARNIEL?LAN.COMMIS,.LON _. . :
1.:W.. .• r.). . ..
•• Aity4i0V1616A'MENb-MEN4gTOTtit DECLAItATORY..11,ESO. .iff•:,-,ION..--U..t.:,•••,
1!:V. -• ANb;;;D.EVELOP,MtNT•PLAKFOR:,711HOINTE RATER'.126. STREET .-9 T.)OR!'
• ,,,
i',:::•-", :-.. ECON,ONti0.00:t.O.t.M:gNT AREA • I ot., -•- :4.9 -4,,
?.i, • 613 1
. . ..-.
. .
:.`,,l.• .
WHEREAS, the .City of Qatuiel Redevelopment COminiSsion (the "R4dPvel0P010.nt
Chnunissioif.').; on October 15, 20J5,::optovle4,and"-adoiga.4. Resolution (the "Resolution")
. . ., . . , •
appfOAi47.c604katretiditOtits.stir•the;:.101:04toty,t&solitiogiohicItkvelopitiot,platrfOr-(liAlritOgrated -..i
1160.§tteet-.0.0tiiaOr-EdononlieDeVelOPment Area,-:(t6 "Plan Supplement"),and
i:F.') .... • . .
P?:,i' • . WHEREAS, the lteSOlatioit-and the Plan
gopOjerrietif.tO':tlgs114ii... o.thritition.
:..,-•
r,-,•--... - . ' )..
l'A.-•,:'• ... . ,.
•
NW,''Ttjgg.Oom BE IT .ggsj.:kon. BY THE CITY OF ' AltMEL PLAN • --,-1-,
.... .
.,
.1.•'''-•:',• 01■41COSIPNi#4'01g*slk.
• -_•i
,,,., . • ,-„,..,,
. , •. : : .. •I. ItikkeStiltitionTand'theP:14h-,$00.0100,00t*Ikiforoilp:the plan ofdevelopmentfotthe
C-46f..eatitiel;Indfaita: • . ..
. ,
A.;:•;" ' -, .; .
2.. This 1144,0pornissionstoopy#0,0*,ii*Resolution and the p140-.--svpolegicpt: ..
This'resolution ..hereby ce#Stiiite§ 1:W0#61i.i.*Tkr;Witfe; Plan Commission.. approirot g,the •,,,
CI'S:. -','''•': -- :ke.sOlt*ii464-4,40tistioomdtit,p,10.64--01t1:6442116. ..
,...• • •_-,-
,.:-.--• - • _ . . .
. .. ,.. „
3. ;1..t. $e..Pf0t ,y of this131*P6tri.#1140ii::4,,hefeby directed to file a copy of
ResolutiOtt,ailiftWP6itStikifemtiit.Wikili$,Iiiiiiiites.Of:this•tiletfilig,
...... ,.... ....,..,...,.„ .., .. Supplement
,,,`1,1•
t"i:5-ii:,•4'.-'`i. ' SO'RESOLVED;13V.:-•THE.CITY OF CARMEL PLAN:COMMISSION this 20h day of
OttOljet, 0.1c--5:-. ,...
;,-.... -
pt..,:::,;4:• • .. -.....-. .•...olvatils.sioN
•
i-',,,..:,,,- . 4111.1: -:. ,. :.'• • :116. :. ..
. ;,....,
:.--
,i,':-.'s.:'. • - - ..,„ . . .
Preird:.rit:
• IrIA-.-C+,.....,,,,s , :s
is,,-.!,/.. " :• :...- z s: .-,•:::::;:-.7.--:::,,' ',:7.': . .-: . ' , .;
..S.e6-ief413--:7, ?.: ...., .• .
k.Q?J'• '•
•,:..,., - •, .9
. •
ifsf ,'• .
. ,
ii:.,,,' . • • • .
. .. ,.
'.
ti"..-''•
r'••
ups.s03...nwxw.its,•q:k3.5,350 .
, .. •
-,.,,'.;.•. •,,,
-•:;.,,,I,
• 2 s::-:.;::::
. .
' ...
- .,
Hall Render Draft#3
as of 10/22/15
PROJECT AGREEMENT
THIS PROJECT AGREEMENT (this "Agreement") is made and entered into as of the
day of , 2015, by and between the City of Carmel Redevelopment
Commission (the "CRC") and Carmel Development II, LLC, an Indiana limited liability
company(the"Company"),
WITNES SETH:
WHEREAS, the CRC exists for, among other things, the purposes of providing for the
development and redevelopment of economic development areas within the City of Carmel,
Indiana(the"City"); and
WHEREAS, the Company has approached the CRC regarding the development and
construction of a mixed use development including retail, office, residential, and other amenities,
as more particularly described in Exhibit A-1 attached hereto(the"Project"); and
WHEREAS, pursuant to a Purchase Agreement, dated , 2015 (the "Purchase
Agreement") by and between the CRC and the Company, the Company will acquire certain real
estate as more particularly described in Exhibit A-2 attached hereto (the "Project Site") upon
which the Project will be constructed; and
WHEREAS, in connection with the Project,the Company will make a capital investment
in approximately the amounts set forth in Exhibit A-3 attached hereto;and
WHEREAS, in connection with the Project, the Company has requested certain
economic development assistance and participation from the CRC for the purposes of funding a
portion of the infrastructure and public improvements more particularly described in Exhibit A-4
attached hereto(the"Public Improvements"); and
WHEREAS, the CRC has determined that the completion of the Project is in the best
interests of the citizens of the City, and, therefore, the CRC desires, subject to further
proceedings required by law, to take certain steps in order to provide certain economic
development assistance and participation as described herein and to induce the Company to
complete the Project;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,the parties do hereby agree as follows:
ARTICLE I. RECITALS
1.01. Recitals Part of Agreement. The representations, covenants and recitations set
forth in the foregoing recitals are material to this Agreement and are hereby incorporated into
and made a part of this Agreement as though they were fully set forth in this Section 1.01.
1701906v.5
1.02. Exhibits. The following Exhibits are attached to and made part of this
Agreement.
Exhibit A-1 Description of Project
Exhibit A-2 Project Site
Exhibit A-3 Project Capital Investment
Exhibit A-4 Public Improvements
Exhibit B Construction Schedule
Exhibit C Estimated Assessed Value, TIF Revenue Projections and Proforma
Bond Sizing
Exhibit D Required Insurance Coverages
Exhibit E Design Plan including Site Plan and Representative Renderings
ARTICLE II. MUTUAL ASSISTANCE
2.01. Mutual Assistance. The parties agree, subject to further proceedings required by
law, to take such reasonable actions, including the execution and delivery of such documents,
instruments, petitions and certifications, as may be reasonably necessary or appropriate, from
time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist
each other in carrying out said terms,provisions and intent.
ARTICLE III. PROJECT DEVELOPMENT
3.01. Project Site. The Company will acquire from CRC and CRC shall sell to
Company the Project Site pursuant to the Purchase Agreement and, subject to the performance
by each of the CRC, the City, the City of Carmel Economic Development Commission (the
"EDC") and the City of Carmel Plan Commission (the "Plan Commission") of their respective
actions described in this Agreement,will construct the Project on the Project Site.
3.02. Development and Construction Timeline. The Project will consist of the items
and/or parameters set forth in Exhibit A-1 attached hereto. The Company will use commercially
reasonable and diligent efforts to commence construction of the Project by no later than thirty
(30) days following the successful procurement of all permits and other necessary governmental
approvals, and shall use commercially reasonable and diligent efforts to complete construction
and equipping of the Project in accordance with the plans and designs approved by the Council
and the CRC and the construction schedule attached hereto as Exhibit B, subject to permitted
delays provided for in Section 3.06 hereof.
3.03. Project Design and Plan Refinement. The Company acknowledges that the
Project design is, pursuant to City Council Ordinance Z-571-13, subject to the approvals of the
City of Cannel Common Council (the "Council") and the CRC. The Project design, including
site plan layout and representative renderings is attached hereto as Exhibit F and approval of this
Project Agreement by the Council constitutes such Project design approval as contemplated by
City Council Ordinance Z-571-13. In the event the Project design is modified in any material
respect, such modification and refinement shall also require Council and CRC approval.
2
3.04. City Property. Project design elements (i.e. roads, sidewalks, pathways) that will
be deeded to or remain property of the City or the CRC shall be designed and built to meet City
standards as defined by the City Engineering Office.
3.05. Assessed Value and TIF Revenues. Following completion, the Company
anticipates that the Project will be assessed at the values set forth on Exhibit C, and based on
such assessed value the Company and the CRC anticipate that Project TIF Revenues (as defined
in Section 4.02 hereof) will be generated in the amounts set forth on Exhibit C, but Company
shall have no liability if such values are not achieved.
3.06. Permitted Delays; Force Majeure. Whenever performance of any obligation or
covenant is required of any party hereunder, such party shall use commercially reasonable
diligence and take all reasonably necessary measures in good faith to perform such obligations
and covenants; provided, however, that if completion of performance shall be delayed at any
time by reason of acts of God, war, civil commotion, riots, strikes, picketing, or other labor
disputes, unavailability of labor or materials, or damage to work in progress by reason of fire or
(other than fmancial
other casualty or similar causes beyond the reasonable control of a party o
tY Y P rtY (
reasons (collectively, the "Force Majeure"), the time for performance as herein specified
( Y� J ), P P
shall be appropriately extended by the time of the delay actually caused by such Force Majeure.
If(i)there should arise any permitted delay for which the Company or any of the CRC, the City,
the EDC or the Plan Commission (collectively, the "City Bodies") is entitled to delay its
performance under this Agreement and (ii)the Company or such City Body anticipates that such
permitted delay will cause a delay in its performance under this Agreement,then the Company or
such City Body, as the case may be, shall to provide written notice to the other parties of this
Agreement of the nature and the anticipated length of such delay.
3.07. Inspection.
3.07.1. Permitted Inspection. Upon reasonable written notice delivered to the
Company which notice shall specify the portion of the construction of the Public
Improvements or the Project to be inspected, CRC may inspect(or engage a third party to
inspect) any portion of the Public Improvements or the Project (a "Permitted
Inspection"). Within ten (10) days after a Permitted Inspection, CRC may deliver a
written notice identifying any items or components of the Public Improvements or the
Project (i) containing a material defect in workmanship or materials or (ii) having not
been performed in substantial accordance with the terms and conditions of this
Agreement (a "Non-Compliance Notice"), and then the Company shall correct, or cause
to be corrected, as soon as is reasonably practicable without the expenditure of overtime
wages or increased cost of materials due to expedited delivery, all defects or issues in the
Public Improvements identified in the Non-Compliance Notice, except and to the extent
that (a) any such defects or issues previously have been accepted, (b) deemed to have
been accepted, by CRC or (c) are being contested by Company, whereby CRC and
Company shall use good faith efforts to resolve such disagreement.
3.07.2. Final Inspection. If the Company delivers to CRC a written request
fnr a Perrnitterrl Ingnartinn relating to g11rbgtantial rnrn 1ptinn of the Public. Imnrnvements
the "Final Inspection"), then, on or before the later of the date that is five business days
3
after: (i) receipt of such request, or (ii) the date specified in such request as the
anticipated substantial completion date for the Public Improvements; CRC shall: (i)
conduct (or waive its right to conduct) the Final Inspection, and (ii) deliver a Non-
Compliance Notice (if applicable) to the Company; provided that: (i) upon receipt of a
Non-Compliance Notice, the Company shall correct, or cause to be corrected, as soon as
is reasonably practicable, all defects or issues in the Public Improvements identified in
the Non-Compliance Notice,provided Company shall have the right to contest such Non-
Compliance Notice whereby CRC an Company shall in good faith efforts to resolve such
disagreement and(ii) all items or components of the Public Improvements with respect to
which no defects or issues are identified in a timely Non-Compliance Notice shall be
deemed to be accepted by CRC. Upon: . (i) correction of all defects or issues of the
Public Improvements identified in the Non-Compliance Notice, or (ii) deemed
acceptance pursuant to this Subsection;CRC shall have no further inspection rights.
3.07.3. Latent Defects. Notwithstanding anything to the contrary set forth
herein, no acceptance, or deemed acceptance, by CRC pursuant to this Section shall be
applicable with respect to any material defects in the construction of the Public
Improvements that: (a) are not discovered, and (b) reasonably are not discoverable, by
the CRC (or its third-party inspector) during an inspection of the Public Improvements.
Any acceptance, or deemed acceptance, by CRC pursuant to this Section shall not mean
that CRC has accepted, or the Company has been relieved of, responsibility for: (i)
compliance with all applicable laws, statutes, and/or ordinances, and any applicable
governmental rules, regulations, guidelines, approvals, permits, orders, and/or decrees
(collectively "Laws"), (ii) the proper application of construction means or methods, or
(iii) correcting any defective portion of the Public Improvements, if it later is determined
that such defective portion is inconsistent with the proper completion of a subsequent
portion of the Public Improvements.
3.07.4. 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
e present on the construction site, and (ii) coordinate the inspections so that
for personnel pr ( ) p
the inspections do not unreasonably interfere with the performance of construction. The
Company shall have the right to have its construction manager or other personnel
accompany CRC during any Permitted Inspection.
ARTICLE IV. ECONOMIC DEVELOPMENT ASSISTANCE
4.01. Economic Development Revenue Bonds; Public Improvements. The EDC, the
CRC and the Council shall each, subject to further proceedings required by law, cause the
issuance of, in one or more series, taxable or tax-exempt economic development revenue bonds
pursuant to Indiana Code § 36-7-12 (the "Bonds"), in an amount not to exceed that set forth in
Exhibit C attached hereto. The Bonds shall be purchased by and in the name of the Company or
an affiliate thereof. The net proceeds of the Bonds (following the payment of all reasonable
costs of issuance of the Bonds) shall be used for the payment of a portion of the Public
Improvements. The City shall not pledge to the repayment of the Bonds any tax revenues or
other�l.e.. f..,.1. f the City, t the Pledged TTT Revenues / defined. below) The Pledged TTR
funds of lLLV _JLJ, except L11V 11VLL�VLL 111 1W YV11LLVJ `a. defined. below).J. iaav 1 LVUfjVU
Revenues shall constitute the sole source of repayment of the Bonds.
4
4.02. Disbursement of Bond Proceeds. The procedures for disbursement of bond
proceeds will be set forth in the Trust Indenture and Financing Agreement relating to the Bonds
and (with the exception of an initial disbursement to pay or reimburse costs) shall require
submission of invoices to the Trustee supporting the disbursement to pay costs of the Public
Improvements.
4.03. Inclusion in Economic Development Area and Pledge of TIF Revenues. CRC
represents that the Project Site is within the 126th Street Economic Development Area, as
amended. The City Bodies will, subject to further proceedings required by law,take such actions
as are necessary to create an allocation area comprised of the Project Site allocation area. It is
currently contemplated by CRC and its advisors that the estimated investment in the Project and
resulting increases in assessed valuation of the real property will generate estimated tax
increment revenues in the amounts set forth on Exhibit C hereto (such tax increment revenues
generated by the Project, the "Project TIF Revenues"). The CRC shall, subject to further
proceedings required by law, cause 75% of the Project TIF Revenues to be pledged for the
period of years set forth in Exhibit C as the sole source of repayment of the Bonds(the "Pledged
TIF Revenues").
4.04. Additional Property. Subject to further proceedings required by law,the CRC, in
connection with other of the City Bodies will acquire that portion of the Project shown on
Exhibit F and not presently part of the Project Site (but excluding that portion designated for
"future development") and will offer such property for sale in accordance with applicable law,
including but not limited to Ind.Code §36-7-14-22.
4.05. Intersection Improvements. Subject to further proceedings required by law, the
City Bodies, will use good faith efforts to make certain intersection improvements to the
intersection of West Carmel Drive and South Rangeline Road in accordance with the site plan
layout included in Exhibit F. The City Bodies will use good faith efforts to complete such
improvements by June 30,2016.
ARTICLE V. REPRESENTATIONS,WARRANTIES AND COVENANTS
5.01. Representations and Warranties of the Company.
5.01.1. The Company. The Company represents and warrants to CRC that:
(i) the Company will not enter into any contracts or undertakings that would limit,
conflict with, or constitute a breach of this Agreement, (ii) the Company is an existing
Indiana limited liability company, and (iii) the Company has the power to enter into this
Agreement and to perform its obligations hereunder, the Company 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 the Company.
5.01.2. Public Improvements. The Company acknowledges that the cost of
the Public Improvements will likely exceed the amount of available net proceeds of the
Bonds. To the extent such costs actually exceed available net proceeds of the Bonds,the
Company shall construct and complete the Public Improvements with other funds
5
available to the Company and neither CRC, the City nor any other public agency or body
shall have any responsibility to fund any additional portion of the Public Improvements.
5.01.3. Further Proceedings. The Company acknowledges that the provision
of the economic development assistance and participation described herein is subject to
certain actions and proceedings required by law and to be taken by the City Bodies.
CRC's obligations hereunder are to operate in good faith in pursuit of such actions and
proceedings, provided, however that the failure by any of the City Bodies to take such
actions or proceedings shall not be a default by CRC under this Agreement.
5.01.4. Insurance. During performance of the Project, the Company shall
maintain the policies of insurance described in Exhibit D.attached hereto. Each such
better, b
a company with a Best rating of A- or r
policy shall: (a) be written by p y g ( )
provide that the same shall not be modified or canceled without written notice to the CRC
at least thirty (30) days in advance (but only to the extent such policy provision or
endorsement is commercially available). The policy of general liability insurance
required by this Section shall name the CRC as an additional insured. The Company
shall deliver to the CRC certificates of the insurance policies required by this Section to
be maintained by it, duly executed by the insurance company or the general agency
writing such policies.
5.01.5. Reporting Requirements. During the course of the construction of the
Project, the Company shall not later than the 3`d Wednesday of each month, provide
monthly reports to the CRC detailing progress of the construction of the Project and any
related matters reasonably requested by the CRC.
5.02. Representations and Warranties of the CRC.
5.02.1. CRC. The CRC represents and warrants to the Company that: (i)the
CRC will not enter into any contracts or undertakings that would limit, conflict with, or
constitute a breach of this Agreement, (ii) the CRC is a public body organized and
existing under the laws of the State of Indiana, and (iii) the CRC has the power to enter
into this Agreement and to perform its obligations hereunder, the CRC 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
the CRC.
ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES
6.01. Events of Default. In addition to those Events of Default set forth in Section 6.03,
it shall be an "Event of Default" if either party fails to perform or observe any term or condition
of this Agreement to be performed or observed by it, and such failure continues for thirty (30)
days after receipt of written notice specifying the nature of the failure; provided that, if the
failure is of such a nature that it cannot be remedied within thirty (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.
6
6.02. Remedies. Whenever an Event of Default occurs, the non-defaulting party shall
be entitled to all remedies available at law or in equity, including, without limitation, the
remedies of specific performance and injunction, to enforce the terms and conditions of this
Agreement; provided, that, in the case of an Event of Default by the Company, the CRC shall
have the right to: (a) suspend the distribution of the Bond Proceeds to the Company until: (i) no
uncured Event of Default by the Company exists, and (ii) the Company has paid to the CRC all
amounts owing hereunder, if any, on account of such Event of Default, and/or(b) perform all or
a portion of the Public Improvements for and on behalf of the Company, apply the Bond
Proceeds against the reasonable costs incurred in connection therewith, and recover from the
Company the costs incurred in connection therewith that remain after application of the Bond
Proceeds,together with interest thereon at the rate of 15%per annum. 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
right 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 right or remedy conferred upon, or reserved to, the non-
defaulting party, it shall not be the necessary for the non-defaulting party to give notice to the
defaulting party, other than such notice as may be required by Section 7.03 or by the Laws.
6.03. Special Events of Default and Remedies.
6.03.1. No Commencement; Reconveyance. Subject to the terms and
conditions of Section 3.06, it shall be an Event of Default if the Company has not
commenced construction of the Project within 45 days after the applicable date set forth
in the Construction Schedule, then, at any time until the Company commences
construction of the Project, CRC may elect to require the Company to reconvey the
Project Site to CRC provided, however, in no event shall CRC have the right to require
the Company to convey the Project Site to CRC for less than the amount of the disbursed
proceeds of any financing extended to the Company by a third party(other than late fees,
default interest, penalties, and/or other costs incurred by such third party as a result of the
Company's default under the terms of such financing which accrued within sixty (60)
days of the original notice of default by CRC) for the purposes of paying costs of the
Project and secured by a lien on the Project Site. The CRC shall not be obligated to pay
any other amount to the Company in connection with a reconveyance pursuant to this
Subsection.
6.03.2. Work Stop; Reconveyance. Subject to the terms and conditions of
Section 3.06, it shall be an Event of Default if all construction work of a material nature
ceases with respect to the Project for a period of 45 days (and such cessation is due to a
cause within the control of the Company and is not due to Force Majeure), then, at any
time until construction work of a material nature resumes, CRC may, subject to the rights
of any lender under applicable loan documents elect to require the Company to reconvey
the Project Site to CRC. The amount payable by CRC in connection with any
reconveyance of the Project Site pursuant to this Subsection shall be:
7
(a) the cost to the Company of the improvements in place on the
Project Site;minus
(b) the costs and expenses incurred by the CRC in connection with
exercising its rights and remedies under this Section (including, without
limitation, reasonable attorney fees), together with interest at the rate of 15% per
annum on such costs and expenses; and minus
(c) the reasonable cost to CRC to: (i) re-mobilize contractors and
subcontractors; and (ii)adapt(but not demolish)the improvements in place on the
Project Site,respectively, for completion of a project;
provided that, notwithstanding the foregoing, in no event shall CRC have the right to
require the Company to convey the Project Site to CRC for less than the amount of the
disbursed proceeds of any financing extended to the Company by a third party(other than
late fees, default interest, penalties, and/or other costs incurred by such third party as a
result of the Company's default under the terms of such financing which accrued within
sixty (60) days of the original notice of default by CRC) for the purposes of paying costs
of the Project and secured by a lien on the Project Site.
6.03.3. Sole Remedy. Notwithstanding anything to the contrary set forth
herein, the right of CRC to require the Company to reconvey the Project Site to CRC
shall be the sole remedy available to CRC for the failure specified in this Section;
provided that CRC shall have the remedy of specific performance to enforce the
obligations of the Company to reconvey the Project Site in accordance with the terms and
conditions of this Section. Notwithstanding anything to the contrary set forth herein,
CRC shall exercise its rights under this Section subject to the rights of Company's lender
under separate agreement as part of financing the Project and/or any other agreement
related to the Project or the Project Site to which CRC is a party.
6.03.4. Reconveyance Closing. If CRC elects to require the Company to
reconvey the Project Site in accordance with the terms and conditions of this Section,
then CRC and the Company shall close the reconveyance within 15 days after such
election. At the closing of the reconveyance: (i) the Company shall execute and deliver
closing and, if applicable, assignment documents to CRC that are substantially the same
in form and substance as those delivered by CRC to the Company at the Closing (as
defined in the Purchase Agreement) (including, without limitation, that the deed shall be
subject only to: (A) the exceptions: (1) to which the Company's title was subject when it
took title from CRC and any utility easements entered into by the Company; or (2) that
otherwise are acceptable to CRC in its reasonable discretion; and (B) current real estate
taxes and assessments not delinquent); and (ii) there shall be no proration of real estate
taxes assessed against the Project Site.
6.03.5. Delay. Subject to the terms and conditions of Section 3.06, if,after the
Company has commenced construction of the Project, the Company falls 60 or more days
behind the applicable dates set forth in the Construction Schedule (and such delay is due
to a cause within the control of the Company and is not due to Force Majeure), then
8
CRC, by delivery of written notice to the Company, may require the Company to submit
to CRC, within 15 days after delivery of such written notice, a written plan defining the
Company's proposed actions to avoid falling further behind the Construction Schedule
and/or return to the Construction Schedule (a "Catch-Up Plan") for approval, which
approval shall not be unreasonably withheld, conditioned or delayed. At such time as
CRC has approved a Catch-Up Plan,the Company shall implement, and diligently pursue
the application of, such Catch-Up Plan.
6.04. Termination of TIF Pledge. To the extent an Event of Default as described in
Section 6.03.1 or 6.03.2 has occurred and is continuing, and without regard as to whether CRC
has elected to pursue any of its special remedies described in Section 6.03, CRC may terminate
its pledge of Pledged TIF Revenues.
ARTICLE VII. GENERAL PROVISIONS
7.01. Indemnity;No Joint Venture or Partnership. The Company covenants and agrees
at its expense to pay and to indemnify and save the City Bodies, and their officers and agents
(the "Indemnitees") harmless of, from and against, any and all claims, damages, demands,
expenses and liabilities relating to bodily injury or property damage resulting directly or
indirectly from the Company's (and/or any affiliate's thereof) development activities with
respect to the Project unless such claims, damages, demands, expenses or liabilities arise by
reason of the negligent act or omission of the City Bodies, or other Indemnitees. However,
nothing contained in this Agreement shall be construed as creating either a joint venture or
partnership relationship between the City Bodies,and the Company or any affiliate thereof.
7.02. Time of Essence. Time is of the essence of this Agreement. The parties shall
make every reasonable effort to expedite the subject matters hereof (subject to any time
limitations described herein) and acknowledge that the successful performance of this
Agreement requires their continued cooperation.
7.03. Amendment. This Agreement, and any exhibits attached hereto,may be amended
only by the mutual consent of the parties, by the adoption of an ordinance or resolution of each
of the City Bodies approving said amendment, as provided by law, and by the execution of said
amendment by the parties or their successors in interest.
7.04. No Other Agreement. Except for the Purchase Agreement as otherwise expressly
provided herein, this Agreement supersedes all prior agreements, negotiations and discussions
relative to the subject matter hereof and is a full integration of the agreement of the parties.
7.05. Severability. If any provision, covenant, agreement or portion of this Agreement
or its application to any person, entity or property, is held invalid, such invalidity shall not affect
the application or validity of any other provisions, covenants, agreements or portions of this
Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement
are declared to be severable.
7.06. Indiana Law. This Agreement shall be construed in accordance with the laws of
the State of Indiana.
9
7.07. Notices. All notices and requests required pursuant to this Agreement shall be
deemed sufficiently made if delivered, as follows:
To the Company:
Carmel Development II,LLC
Attn: Anthony W.Birkla
881 3111 Avenue S.W. Suite 100
Carmel, Indiana 46032
With a Copy to:
Benesch Friedlander Coplan&Aronoff LLP
Attn: Jeffrey A.Abrams
One American Square, Suite 2300
Indianapolis,Indiana 46282
To the CRC:
Carmel Redevelopment Commission
Attn: Executive Director
30 W.Main, Suite 220
Carmel, Indiana 46032
With a Copy to:
Hall,Render,Killian,Heath&Lyman,P.C.
Attn: Jerimi J.Ullom
One American Square, Suite 2000
Indianapolis,Indiana 46282
City of Carmel
Attn: City Attorney,Doug Haney
One Civic Square
Carmel,Indiana 46032
or at such other addresses as the parties may indicate in writing to the other either by personal
delivery, courier, or by registered mail, return receipt requested, with proof of delivery thereof.
Mailed notices shall be deemed effective on the third day after mailing; all other notices shall be
effective when delivered.
7.08. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same agreement.
7.09. Assignment. The rights and obligations contained in this Agreement may not be
assigned by the company or any affiliate thereof wnthniut the express print ..--.ten rnnsent ofthP
CRC; provided, however that: (a) the Company may transfer all or a portion of its rights and
10
obligations hereunder to an affiliate of the Company upon 10 days prior written notice to but
without the consent of the CRC, but any such transfer to an affiliate of the Company shall not
have the effect of releasing the Company from its obligations hereunder, and (b) without the
prior written approval of the Company, the CRC may assign this Agreement to any other City
Body or another agency, board, commission, department and/or instrumentality of the City, and,
if the CRC assigns this Agreement to another City Body or another agency, board, commission,
department, and/or instrumentality of the City, that: (i) has full power and authority to accept an
assignment of this Agreement and carry out the obligations of the CRC hereunder, and (ii)
expressly assumes all such obligations in writing; then the CRC shall be released from liability
under this Agreement for all obligations to be performed after the date of such assignment and
assumption.
7.10. No Third Party Beneficiaries. This Agreement shall be deemed to be for the
benefit solely of the parties hereto and shall not be deemed to be for the benefit of any third
party.
7.11. Effective Date. Notwithstanding anything herein to the contrary, this Agreement
shall not be effective until all parties hereto have executed this Agreement and.the CRC has
approved or ratified this Agreement at public meetings.
7.12. Venue; Jury. All proceedings arising in connection with this Agreement shall be
tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with
venue that includes Hamilton County, Indiana. The Company and CRC waive, to the extent
permitted under applicable law: (a) the right to a trial by jury, and (b) any right it may have to:
(i)assert the doctrine of"forum non conveniens,"or(ii) object to venue.
11
IN WITNESS WHEREOF, the parties have duly executed this Agreement pursuant to all
requisite authorizations as of the date first above written.
CRC:
THE CITY OF CARMEL REDEVELOPMENT
COMMISSION
By:
William Hammer,President
By:
By:
By:
COMPANY:
CARMEL DEVELOPMENT II,LLC
By: Carmel Development Partners II,LLC, its
Manager
By:
Anthony W. Birkla,Manager
12
EXHIBIT A-1
Project Description
Proscenium is a unique community that combines the ease of upscale living with
the luxury of retail shops and dining options right outside your front door. Perfect
for young professionals or active, mature adults. Proscenium lets you enjoy life
with the convenience of having it all just steps away. Living at Proscenium
means living life, center stage.
This design represents an opportunity for the City of Carmel to gain a vibrant,
interactive, mixed-use community with notable adjacencies and linkages to City
Center, the Government Center, the Arts District and general downtown
commercial district.
Fundamental to this proposed design, a community of luxury apartments and
complementary retail and commercial uses will adjoin the public domain and
greater Carmel community via active and thoughtfully conceived streetscapes
along important boundary roads of South Range Line Road and Carmel Drive
and new streets Veteran's Way to the West and Executive Drive to the North. A
Prominent main development entrance for pedestrians and vehicles will be
provided off of South Range Line Road while a distinctive and engaging
pedestrian promenade will pass through the site along its North-South axis,
welcoming pedestrians to enter the site from both Carmel Drive to the South and
a new roundabout on the Northwest corner which will celebrate connectivity to
the Government Center.
These prominent entrances to the site will reveal an amenity intended for the
enjoyment of both development residents and the Carmel community- the Town
Green — a place for gathering, events, relaxation and fun. On the South side of
the Green, a Tavern will be situated to adjoin and overlook the green and to
activate the development with night life and leisure opportunities. Retail space
within the ground level of both buildings fronting on Range Line will also have
direct adjacency and access to the this central town square.
The architectural character of the development is intended to enhance the built
fabric of Carmel and to embody quality through materiality and detailing.
Rigorous attention to detail and craftsmanship will create accurate and obvious
references to historic styles while variety in the architectural language will create
a dynamic aesthetic and an urban narrative that speaks to the passage of time
and appeals to a variety of tastes and uses. Uniting factors for the varied
language will be skillful execution of details, classical proportions and interface
with 'common threads' of landscape and hardscape. Refined design will create
distinction for this development and the city of Carmel.
Beneath the primary ground plane of the podium level, one level of parking will
be provided with access to perimeter streets on the West and North edges.
Additionally, brownstone-style walk-out apartment units will be provided along
Veterans Way, facing west.
The proposed development is composed of 398,854 square feet of residential,
retail and office usages, structure parking, surface parking and associated public
site improvements.
The proposed development will include approximately 224 luxury studio, one and
two bedroom apartments with 6,355 square feet of residential amenities. The
amenity area will include a fitness club, bike area, residential club, coffee bar,
business conference center, theater room and interactive gaming. The
development will include approximately 19,335 square feet of retail space and
60,000 square feet of office space.
The entire development will sit above a 155,000 square foot parking garage.
Project Program
Mixed Use Residential
60,000 SF of Office
19,335 SF of Retail
224 luxury residential units
TOTAL: = 398,859 Sq.Ft.
Acreage
Existing site: 6.51 acres
Buildable Area: 5.03 acres
Public Park and Pedestrian ROW: 1.8 acres
Parking
Garage = 449
Secured Parking = 40
Street Parking = 54
Plaza Parking = 64
TOTAL: = 608 Spaces
Log./4 Toe xema Laps!I.Images:mao.ID9:. 1.70904-P4.g:74904-0.4.6.74504-5.4.g
tool So..BrSml.0a4.5/9/KIIS B]S]6 PR are
G\OE\aeat+Anderson BiN4\074904 Coma IMo.O\4D OGaepina\C.d\Calld\CO\74504-NT.O.g Hatted BySnot.404,Brian 41 111 0ct46er ID.30I5.53202 Pm
I /
__ _JrT 7M-- 'Ite f r .C5- -511•—=_ - 1
I/ll 11\\I --- _ --4(
1
it
__ I f` � / H 1—
I I I ill I J
I� l/11 lOO_
!� I
CU
I
`I
I
) to
It f 1 .
� 0
•
w
r:J I
i. I
I 111 I _ —
I A
I III p . ii!r
I Xr 1 1 1
I , s,
tl l o S rao� z ; ■ tO
Il 2 I lit o ,_,
��r m� .I.1_, _ 1 III + L H
❑ o 0
I ��r►f►1r.
6 ril / !L___ N•
// ; _-_-,
------al_ 1;1 1\ L.
III EXECUTIVE DRNE , d
\\\ . y✓ r LI ^ / �,MS P.5 xr9 1N5-----tri
I I r
1 I 1
I
d m-O I
I s
4
F
N
T PROSCENIUM DEVELOPMENT PROJECT No: N. DATE REVISION
d456I4ea Center Blvd 074904
(7 ANDERSON BIRKLA ��•
DATE
N t!S
CARMEL DRIVE Dry 4n oN
— 465 'DES.
0 WOO LP E PT 441451.50
DR
0 GARSiR ItdSNNA FAX:957401.0745 CM.
PRELIMINARY LAYOUT PLAN ..
t07a.T09 Nang tgan I.Inn,:.Yreta:74904-P.,79902-Itdvq:7•902-O.On
Led Saved 9y.7ranc:04 9/22/2015 7:51125 PI
0:\MAMMA...own R'*O11901 Camel IndtareiVI.0 O:sc:purse a\C:v'u\Cadd\Pani,:te\9-22-15\72902-SR-IA pa1r9,,tuSta.9 Potted 9y,24848w 0.ryne PhetteetSeptendtel 22.2015,7:34:43 PIA
\ / — T \
1 I 1- - — =�--1 '=1�=
\ � r------ iii I I 1'I 0 I IF! § .
. /
.I — y 1 e I :71
1
t... 1 `y
, I fi\ ,
r. , � :.1
I( ;.I ;, ;M :;.
I 11
a 1 I f: Cr ■ 6
— E
I i I r f eOrr,i7 Z ( 1
. 17 411 2 1 I I�'.I I '11 1_ , e BA
� t1
i — I�44V aI d :.4
I. ; — F I : f— Pa�._1
I Z- I I I I j
1 - — 0— , II —I , — to ). r 1 l
II -`�--�---' - I .. . r '-- --1 \
I \fir--\.,\ f` \ ��\ .•• EA 1
--,�., --- �
Y.l \,:\'..‘,\\:\v„' .4 ° `�
I 4 1_:.-‘6-4(
I ' —II p=_-_.. u I tL ll /' _J——I_ �r
I 11
■ _. .. it a iiT�S���" 1^�
+I�I — f }. . •\ It 1'37 �-7•�
I 1 vi —I_ raI 2 I'
ii I _ m a ..-.. 'r.r•I n ' -
I — •
I I 1= _ ._.—.0 7r L---
----- 71-- ��. '4__ I--- .1. IiIEN4�1i. it! . I•
1
•••.. 111 1 I 1 I
�If
1
II 1 I I'I
II � !7
I I11
I I I;-1-1 I t
I
I
i
\`
n S
g
s
a
.
• 4 ) —Z
t
PROSCENIUM DEVELOPMENT PROJECT No. DATE REVISION
11s1ldea caner Blvd
-
-p ANDERSON BIRKLA •u Dayton.ON
04i:74904
A7E
r 9 CARMEL DRIVE W OO�LTV E R T Iwon509 DES. -
N CAME'INDIANA 057.161.5660 DR.
FAX:957.461.0743 CKD.
PRELIMINARY GARAGE LAYOUT PLAN 0,,
EXHIBIT A-3
PROJECT CAPITAL INVESTMENT
A-3-1
Exhibit A-3
Project Capital Investment
Land Purchase $ 4,550,000
Hard Construction Costs $38,311,312
Architecture and Engineering Fees $ 1,181,540
Construction Period Costs $ 2,504,444
Other Development Costs $ 4,275,335
TOTAL $50,822,629
I I I
Exhibit A-4
Public Improvements
Site Work $531,176.75
Roadway $404,186.25
Storm/Drainage Fees $141,108.50
Sanitary $80,803.00
Water $124,678.00
Erosion Control $62,204.00
Single Story Parking Structure $8,172,500.00
Landscape and Roadway $993,349.00
TOTAL $10,510,005.50
EXHIBIT B
Anderson Birkla
2015 2016 2017
Oct I Nov I Dec Jan Feb I Mar I Apr May Jun I Jul I Aug-I Sept I Oct Nov Dec Jan I Feb I Mar Apr May I Jun I Jul (Aug !Sep Oct (Nov Dec
ID/B Public Areas i. ; ; ; �` ; I I I
'Design Roadways°&Utilities. t T 1 1 ; ; r T` 1 t i t '
F 4------+ I• 1 + + + F i- -+ 1- 1 + + +-------1 -+=—+ I• a
(City Review Design .1 • � I 1 I I :
i.(Design Mass Grade/Demo Pkg rt-,-,I t + i I. j I.
+ y 1 F i + t 4_ t F i
- y r-----1-----t 1(Design Podium Structure, I i i
City Review Design ` , - - r.
i 4
1 a
FW
• + + + i F t F --- i ----
State"Review&-Approval I 1 I 1 '+r
F 1- f t 1 t i F ± f F. 1 t + 1 t + f F 1 1-
rDemolition I t '
f I + E j + � j F + + F 1 � a- j F -F F +
F + f t 1------t i F + f. I- t + i t } F 1 +
Excavation 1 1 I 1 t 1 i --- - - -------1 -- _ I---- 4
t + t t -1 t ._ s ,
Duke Energy Work i I 1 t i ! I I 'I. - -- t 1
Install Lagging @ Rangeline Rd i i i .- °I=i' 1 rt-
Build Podium Footingzs I ' I I
� � -'---
r
_t
Build Podium Columns . j i
Build Podium Structure 1 1 I 1 i I -I I 1 T 1 T
F-----+ f F i + + f F -I- + F -1 +- -1- + F f--- f --F
t 1 1 F i + + f t -1- f F 1-----t + 1 h 1- f F f o r _ - j- t . j' + I 'F 1 t
i
Rework Executive Drive Entrance- I'
i I. . I; i'Im•
Pave Executive Drive I i' i I —'�°' ' rt ; i T --
Pave Veterans Way F 1- f F a i i [ ± E �i . 4 t T ± t a T
F -I + F --I + + + t f F 4 t + + F + + F-----I------. + --
t 1 t F i. t t t-----t------t. ±----r-----i t +�i F + + r i t
Site Dressing F + -1 t i t----t-----i t t i t i t----a- t I-- -----F '--
PROSCENIUM DEVELOPMENT Public Work Schedule
CARMEL DRIVE
CARMEL,IN 46032
October 19,2015
•
CITY OF CARMEL REDEVELOPMENT COMMISSION
.Y Party Time Project
ESTIMATED PROJECT COSTS AND FUNDING
Estimated Project Costs:
Net proceeds available for Project $6,435,000
Capitalized interest through January 15, 2019 548,854
Issuance costs and contingencies 201,146
Total Estimated Project Costs $7,1 85,000
Estimated Project Funding:
Proposed Economic Development Revenue Bonds, Series 2017 (1) $7,185,000
Total Estimated Project Funding $7,185,000
(1)Assumes the Bonds are purchased by the Developer.
(Subject to the comments in the attached letter
dated October 8, 2015 of Umbaugh.)
3
EXHIBIT D
REQUIRED INSURANCE COVERAGES
ITO BE PROVIDED BY NOVEMBER 16, 2015]
D-1
EXHIBIT E
DESIGN PLAN INCLUDING SITE PLAN AND REPRESENTATIVE RENDERINGS
E-1
\ ; " . a ` ,'''''°' -�"" * . ..,A... � '/
h _"
Gh` ;„,,,,,, 4 1, y.,
•
' \ ''. ,i t, \ti' ---si,"::,74 e 'CC"— ** , ,-, r,,-ii,„..4 .., ,,K..-7.4.; rr,P1
\:t ,,,ti ‘,"/ alt. r > -_ 7t_ . t '),,,,e-
-,:par
P
'\� l+ . ! q t 1 ;� r , - - ; !
,
�
1 r R 1 ° 'x , ^. t„li, i: •',?,,-,, „.- ‘.
L - r
� l V- b Y F
1 * r,„.., , .. ., , 1 ,1,-,:1- •+. ----.--`, -, -- -..7.---_,;_;.• '
1 17 jj _., .Rd,,,,,,, 1,.`,' -,
. _ ._, ,,,,, , , , -,,, .,,,,i,..,,,,, --„- —4 ,,_. .„1"... ' , I'1,,1---H-_?'' ''''' te'l':),..--,-.''ij Li-, . '''
111 S ' h
(' , K. P ! 1j ` 'i.1 , i ,,,,,,, ,, r .1,,,,.,,, , - ':0,,,'-',,'
_ , „ wr. y _ -e — dr (SB � ' � J :- ' ' )1 IC 4 a S � f _ �
i —i i '- \ ' , ' i ll • J
1 _ 2 �i i a >- ,��}
y e +r
,4,
io
ji'
0 .
urBr�+car wwhtiAndersonBreAkS iu a PROSCENIUM —VT--�—
10,+I stile.. W O O L P E P T
- --1-81_____ „,___„._.... ....-•,°,-*"-,_,_-........ ... , -—.=.-------,w---,-,-..-'-,- •-..,a-- -idirtaremillegram '1■Eniir- ste..-..:;,,,,j..,.\ .. . , T-,' i ,, ' -,,.-- .,,,,,, •,..,.;-;;.vf.,,,..,,,:'.:4::::.,,:' .. '•
-,... 1111,i731.1111111111111111111111111,0111,111■1111111 .1■4 ___,MielMolir v•-darimigrie—'..:14144W. Nirlisro. , *,.,:-4:-.44%,i,L:,.., .‘t* • -,., t:, ,,,; , .:*
I ). learemssAmwilutrAmiawall.
, „to.- -wow" Ammo.- Al - -wfal_7' '-.1.1w. AMY ,,,. MIX"- - ■ \ ' H..-- 4-' ..•1 ." . -/e-k:
walfrAimlittlatffi flifIL,A- 41'4%1%1 744A.1 ar ,, 4% 1 .4 4, . , .* . *N. , . ,...
ihristmoll,::latrT,.. iv.11111:"4.11.1 w11.1:..t_iv,..17,./....7. 7.,„y,...:_rratriiiii:\ 10.4a::411, tr'11:47:74 73 7::.....„ 141:4111.1,1'.f.,71,1'4' 16..Arl''''',*_Aiss....iiit:'1,: -Ii' F: .;' ; 'P'*.‘:,,*.''' ,(r ''‘''''''1):::::•::' :' . :11:::-.,
.,...._ __ ____ _ _,. ______- •*.• Wiaiii----- ----- =- 7 --„v.■ ..,A, 41:,-,.,,„::' .::,0,,._,Fo. - -. ..'r'''S 4:'44''''.;''7'l'i'':'''''..'"''''
.
'104.0:40;. 417 .'.44,''.0ti,;• .. .:416 •:,1,',','...;7..".;;,,r;t:',::',7',,,,-,c9 ',•;
71
• , - •
41.e.N,"' 0....,,,,- - " ,ft\LL: .)
-,-,. ' 1 i ' it g-61.11:" .A.I'sfPgifILILTII,erl::":s::;:::::.__7_''I-II_ r 11.
Li n 1 paimmikfT, - 140.. Apillitryilriiipz: VA, 44,,.„ til ,=.9.‘ _4_,, ;J, ___,71y4, :LT r4„.. 111 .. II1A, ' ' 4,:',;r'
r"
n 1
, y• .
:-.." :,
.
0 211
.-- i,., '
I 1111#1 -11111 i re„-----i: ..: illikakr4
I ITAINA
,r,._
pro ...m.„,
- ..;,,.
: t ipol -. tit
,...,_
`!7;,,,-
ill* Trill, AisidAutiatt. 1-' 11111,:€* . 4lit,-`1,r4F1 . ,-.'
tip ‘....„?,
,,.
. ,
. .
th
„I 1,41,1%0,1.0 41 ii„„..
grA, , 11,401
'• pilf.
Ai 1,.* - ilit..-,,,, to4")11 FUTURE ' .7 V--- :\,:1-'',,''-t,",..',.''••..''i,,.',..:.1. 1''
1 ' II i Wir ill?
.. .
I Ai i "Mr "Ploy 1,L,31
AP . II Ma - Tt''.4 1.11 -7411111111Pd
. . ... ,
,, ■ /
aliviak
."'W •. _Ifs
00711117
4isty' ',It iri,R ,211,1 11
1111. ,-,
---------,
Sk,
" '
.- sviolmr.imia ,minrii'oN49*.' ORVESERIDRENETTAIAILL
OFFICE OVER RETAIL
. . f
,
1 . ..
-,
_
1110111 V11111111 varkimIrdllinfAre lillhor, ,,m.'" 7
,.
\ 401.0•1441111,0".1110".07 ArIVIOAILIV.I.'iii114111111111F 41 - lildialt AlmaTiLWANWIMIIMIA0 /
I ___ ,......,_,...... ._
............._,,,_
1 OEUNE RO
AD /, ---41M7 11...Wv ' .• /(Th\\\\
I
I
. _
• I ‘ . _____.--, . .
..„......_,........ _ ,
_
„ . . . . -
1.1„-;.
11
#
PROSCENIUM 1k A/
.....—"--........ _
W 0 OLPE PT
'
Andersonairkla
tirD,center swge.
'- -- -- , -. , -•'-'''-:;0:-.'5„'"'-;•-,'--rtr.,',,iz-, . .1/40. ,,.,-- ,.. ilt. -
,)
, , ,,.. ... ......, .. .„....,, . , ..., . .
v)k. '‘-'cr• ',,.'• • . :, ...
--0, , '..:".=4„te,i1Eiv:',,-',-, 7,..•.,:.....■.&,"',-A."..,,,,..,, ,_
• -,,, , ,.
Inv
. ..
. . ,
''''''...,<r ....,''r!';%r:'' ' '''.1." ',....'. , ,- . V ... 6/0*,..,..,,,,•61t:. ,...10,4 ., ',.. .
' 4#4t.' 'S,,,1 . ' • . .
. ..
..,..
--,- ,, ,
. , .
.. •- - i 11
„-
. -
' l'444,7",'X',•. v,'.‘-• '-'',t'...'•'' -
. ,-. , ....,.. ......,-....,,...,..„..,'.. -
4111....', ,-"'''.4 '- .', . ••
.
, - ..,.... .._ ,
. . . . ,
s- ,-
. . I
'-•'' -...
”.. ,.
j.t',. "4. • '1
I
• t t
'4 t IA,46
- , 4 ,. ho-'-'ft• •' ,''' — ' -.s-
, ... ... • .„,A J._
7:::II; . ! PI,,, 6:1 ! '',%,,',.';14-:,.:.:;11- ''' :1. :-...1F..7 r. -•'.
i
, ..
...„, ,
v ...,,, .:,,, ,, . .
. .. . .
. . .
".. . . .
11114
(..
, el,,,,c4"!,:f4p,:-:•.. .
..
., ..
.■ ., ,' fd>te;*!.., '
[II
„.,:le,..,..:%5.,,,,.?:$ Ofi '4''''''''P''''',.''..•!ic4, & - y
411441111111111,C6
1.,....N
.'; • • - /6 -■dgi
''.0■,' L',1 :6,---:::,,•,::: ;',"‘`..7;' ,'.;:;;,,,;"'.":1: .:4-,'.,.::::-i,,..-.z.,.'.':-i:Oti:';; .'-) 0 ,, , u,, „„ ,:::,.;tifkii,1".-..-:',,,,-, -.1::::'';',';'.-:,;-7°.;4. 44 Of ii,
IIII
i I .
4W411 f, -^'J•," 1.bi ,, fAit wl-', .
.-Y' . 7jeti 441e.
.
It.':
M0411(
.40‘,-.4-..t.47"::-2,-.•• .4"...::..,'!".,;',:..tyz.);59,IR,,-7..,.,. .4
.*".
' '4 00.311g.:V• 0 Ill— •
A ovi
: .,.A4•,..-."' • .. 0. ., ,-,-- ',VA, ,, ...1-'4,, :
Z!-•''';1.- _
.. ,,.‹,,--0.. --''''tt. , ., •,,...:,:.* ' ,,. , . .
' '..' 04.4F,,,, ' 04111 I - - .•_.,. . f,... ''
.
.„,...„--
„....._
•-.. -..,,, .,.,,...0;;,.......„ty,-,- .„,, I'll,
liar?:',-4- .' . re !.
hill
:!:,..-f..-...,:.:, .,...,-*„.!:..xn....,,.---,.-:.,,..„..,,
1,—,...f...,,, ,,,•-, .-....,-.,...,.c.• ‘,..,:,:, ,-- • 74....,i
,
.., ., .., .,,,
' --- , _4-4, .:., -4,e,,:sk„,,,,
_.....
, . _:,.._...,,..
„„„
,, .,1!,,, ' ,,.,,,.,,,;,,., ,.:7.,................ .:,
.:,. A.„...„...„
f ro-
,--.2 '‘r" b ?,•-•,. •' ‘`- :*'•-,"..'%'.- . '...., ,e.,....44, 1 ' ovrAP"'"°.°1
11. 1.'l' f....g,,,„„,.. ' .„ ..mo.'",',.,';', ....•, M..4t•-. _'-''''' ''''' c6 a!,:,..]: .*..r,„..,'‘:,-*T;.t.j';',if-41f,"..;1''''g. k•''',7,.- ''' N''.0*;0 't .
' I '
..0- •L ,:,- a ' 41"
' ' "Iir;q1P4-,. . -.TAN:irl 4, :qzAi.4:vlfo.o,-;:;n.,,L-;,-:-,-:,-,.. ,-;:; ro,;,ir,f:.,.,i,,,,.!--1...* ,0164.k.,, ';
i.
„„,,,,,„ ,.,..".„,L,' ',;':j V.-,1,1"r'.1.1,6',- .,ktr--: . _ 7.+ "f'''''11 ,.A. ' 11014ti'
'•*„i*.t..... ......' -- ,*e.4";#4..,',I 41,..,..,....,,..,-,...: . ,..1,, ......
..,....,
. ,.. .,
1 AoHt -,. ' I::
. ....... lit
-,Q..; . , 1 ,
* ,-,-- i.,••,..',,'",....i- -,-,,,,., .. 41 ,...,, I , , ,,, . nif;,., '../
1,11 It
. ' r ...
tc 1" i . ' - 6.1 -- ‘
! ..
. . -z,-,.'- . ' ' . ' ..... ..._ .
_ 1
... .
_.. ,,.--,,•,- .
itz 4-...,!:., ;1.•(.....2,,,.,..,,e,,,v,,i0. xiew .,., ,,
. ,,... .t..N., ...•
'.4.
Ift i ::
' _ ....... ,____
4 -'t,. -f-.
..........„...'-;..0-. . '''- 111j1,;..... : -t*.l.' i. '
I iro riftzkp-,.. -f''''
,.,...,.:... 1
'''' "''''''" `,...■;-. ... .<00,-.1-Nip:ftr'.:Arl.,.. ,,,,,,,.,,-.,..
r ‘, '77 4/1A(i,...1.if' .' - ''''',1:','• ' ''' '' '. .. ., 0,..7&,..-,,, ,, ' ,,' ,'-'-'t. '..- -'
• . .'------ 'It .1;"
. ' * . ,,.•
„.„
......,.X-
; 66§ir
•'''' • ' joitit, -''.... :',4- ',11 il.k,ing''''''''''N'NW' '.'.--‘;- . ' '..
.1.
. .
. •• .. .
I A/
4., ..... _.,--
--Ty--
wooLPe
C)
AndersonBirkla PROSCENIUM
r4 T
"''''44,4.40-•
---- ' '''''-:"'-'',;'•--i'lliii,.-..1 ;:,.....,,,,,•
, '- ,,,:.;,.-,',,-:;..4.:T. 1".',q.•. "';','","'";;•'•"'',..,,,,,,-,4].,P4i,M.',4t?"'.
' •. - ' :-.::.•yf•s:'„--....,,,,,.. _, , , .,.,...44
,, ,.•;',144P,,
' r..,,,,d•m: '' '''''''''''.
....
I '
' 1
. ,
NIP ,,..,,,,,,
1
0 1 ii mom. N,
...,,,.., .. , ,,,,....,. ,
..... .
,.. .. ,...,.,
, . .,
. .
......_ ......„,..... ...„,,,
...
....
,
III 11 1 li. - : . '''',.;:•-•!'`.-!::,,...si .,,,,•
. .
'- ....••••-'"' 011■• •
its4 . ' ,--'•- 1 0. >440..:,.Zi:• ••-:-'7'.::.;::
.. .
; -. ...-
'4.);...00:4',i. 1 .0.7.` • i 1 1
,,.,,r.....-----.,,..
1 !.,:•-‘,. 7.0.-I'''''‘re,„:41-''''''':1,..;:•,.,j. . '...----alall Mil 1 -•
- •A.-•
A•e' '-4..f.".r
"‘"'-'44.1.. ,. '''K ' ' ..■ • N...„ .
-...•- ' I . , ii,„,r,...,,coilw, r Ili iiii 1 . .k. 1 .. .
... ..
,,,...t.. ..). 4.....,.....
. .. .
'...,....., ,
i •_ 1 .:..,.„ ,„,,,.,;,:i• ----. -• ' • Nlllir',t''A
' "40 - '' ' '''''iliii
-;,,.. ,4-i-0.,•;; -
11 I
_----- :,A--
ENS! , i ' '11 0 '''s".**'• ''
'•-• i gierNvez
j .0,-c;:wi,;00.00.11%-: :,:: • I 03 1 ' 7.1 '-:e11111 %,
. ' ‘-' ....p'..i'f'.;,.:7 '•• '
"3"11 ' 1..- I
r.'..;:-.,...,;14-'11.."''''''''''ll"'':1-'''I.::''''1,'''''''.4.'''''.1'.
..„„,„0 .0 . •,--,:. '---
,..I. ,
■...4• ,.',.91re7.4..4.:
, -. 00,111!',1 . 2- _mil pr
W.1 orm A .1 ,;,...., , , oils , \i• , ,,..„.-
......0 ..4,,.....,,, .;11 , ; . - _
. ' . '_' ..! - —1111 .:;.'''..'"vi':.1: I ill
iiii.411:111 ,E "or,T.',11:•. Ill
, ,,,,
.. ..,
. .
Ili 11111'. ' ^^ **! 1 .11 . 1:.:4;,..11'''S ,;7,',,' ' --
1 1 ' j', . dr .„.„,-,,.;. ti,,,, _ , , .,,,, i, ' , ..Li. •,., ---4-40i,:i;_.:, .1 t,
-:-,:-..:1-4.,:ki • 'Al 1 ' : i
• .- ,---..„ ,.., r•-, t. .•, si.t ,3
...,. .,.. =ma....ritT,:.::e..lit...•,4:-. :"„-7,1-1 : . , I •if _ _ -- -.-,--... =---.'-'•------ '1.;:',, ,,, ,,,,.! ,1111
-ill II 1-1
. , .•
..,• ; --'•• ' I I 1
,-,
,
'tit- v;r1•,,1 • .‘.,,: -I '
. _
----
,., .... . ••
11••.,•:,' 4,-• w i,,,,t,.i,..„
:0 111;-III III ail MI 1 ',-,''''''..*.f.:,5- , ik ikt 4. ' ''' - • .
•, ::, ,,114--- .
,...,,,tn.------ . ',..
4 „N .,,iir.,,,rj is ..4,,,,,.' , _....• ..,-•. 1 _ .r ,,,,,,I,iiiii ,i 4 I
..;::.',,,. ...--"*.!..' A s $..••. .;,,,,iceigil --;.' ' -
'•• ' • i
w..,;=*-: - __ - -1 ., 111.. .mi. I 'I., - 1 „NI'
tr! 411_ al 11 it-r- •Iiii „Al#,Lf: J.. ** v. ...:-..- ,
d,--
-ft,„...,,„. -'-'r', -.-:::;.•,?-bi — , _ , ' • ,.. _., \ --,....6 ..„...
. ,..., .„., II1
. ,
. . .
' .14,- ,x:ic •,','`• . r.'.1I.X-,'t,
-, -
. _.
. . t'
.5 ' 1 T '
' 'f'• j
liag44,,,1 , ' I'f.:11111I
-E, ., .111 ' 1 _. i , I r ti .... 1111.. J •
,--.
t.. ..
I - -: ' -vr.44:'i-- ,--',.-•'-,
. ' 4
}ti%• r a .1.11 111 R.' 3:5 ,,pez,-,-
1i :-., .-‘, A .
,. . I
.'' .• I I
AI)
,. .:.kt , .1 41111 e0', 1,1 1 A
.... .
. ,... .
....,
i,.''.*I . ,.•),ir , . Ju. , -- 44 -,4
•- ' •-,
I :J. 1, ,..,.::,2.! ....„,...... ., . 1 1 4
II II -
11111 1 II I - '.. ;', - . .-.
-pi
...,,,, -
. ,:i
:ff::: ''',.... , ..::,,,::::::::..
0 tf, •;,..t.P. '-", '
a el ..
., , ,
4 it. fox ,w• ,
.,
'.'" ''5': . :11';;!''''''7.: '-'.
• •lk: .,..„..... ''' '''''''',.. 2 ,
• '
, • • ,
.- – ', ..( ,, • , _ ,
. .
. , , ....,,,, , ,., - ••,. ,:::- •,•,;', . .4.Pf.:c,'—.A,itt.„', ;',..S'•, ',,, ••..
ik•i
----VT--
wooLPEPT
()
PROSCENIUM
AndersonBirkla
'.. . wi "p°"� s" `"{,.,. 3„
"toil-- E4. .t,, 'm'"C4r4.
v, <.e .' yw.� e tK :.v x ;v?: �Ak" "' j-, Y, r-.� �a ;02„,.' f
yr 44,1,..,--'11,-;-..,4 1`# ';'''4 .+- r %= x 4n"'.' ( _ .r--° - `�-. ,.,-. ,rr n:....!.." 1 �,'�N. a`4:
x x r 'c4� 't. r 1. ' t WL
_ { ),
£�f
y' Z
P
e-
s,3
1 .
tillilli .�}�'r.,i' 'lc F-If '�_"�, :-x-- "�..^"^-_"e_ -'� - ,r _ #, ¢cs "' :1'^ •�,a'`,plyl••.�f' �"s� ..., yr�'tr
y' ::, r - h t -t
{t;[ ''',..d,-:..,L '- �- ��.▪ 93 i ny—t�,.^1t _ _ :_ ! m„� ".� P. °•y.-r"'�
;,I.r, P;� '. ri!�Ilfl'�+ns i f. � «` ': i®�i}� r � 1 IN '� /
.- Ss-a+is :.» ,,'�.,...s .".,;ks3• "> �.;. + .,fy {YrL.. .+x-.:� ''w
Y..;. ?.. ��' �' Il��sr,r 6''(. ,3 Y f-,i6�„ Ed's■ �� t'= j {IE's+" ;llr✓ �"°$l.,:i' � a" ? ." L� . '
�,r+.. i 4. �"rt .. {ty �,_ s; g�<, fr,l i,,,,ys«- - '"x� ,,rte„ r .4e .,' $d + w'.
.,. •-� �� � .- " '▪+ _. /�-1 .'.•• ,st° :� I' �■ 0 t.���'�■ 4}.. �' r ,ax .;
®, tiSt ' t± .S®E ��P'±4 ikt.' ''- <.f . r� I� �■ c'"� hi4 ,t "t a Nif .i
ryLL
It
NM - l ..� �} „-;f1 ,17,4111,. I�'� III! ^x I l!�
IIIllillr ,l �� '' ®'O r ' .t * i l ,;+a ads M 'v i, i�► { �...,.... -- �� `_ tiWy. ��ti r,;•1+S I. !,�. r
�� LLL
VV6.�u :._111► r '-.,'` 1r. .�' ” .Im, r
Lw..■ I ` " II♦ k` r f�l ( =1-� 'I �!',~ wit �I µl lJ !nL! - ���^�• ...-e a t
_..�.�. � _!v,Its:;,}I gm. � p�
!
,».�^ TM r�- ✓a a,._.. cx~ 4'•'s?'
i
6 t
�- .
w
—
!a : � = _..----� L .am a r - � » ma'R ` :, w B by ?3 Wit . , . ,„,,,..,,, 1 .Fr.„-1:1"2,'_;;-:',, . ',,,..7;',-,t,,...,'
w
. fir } "i' s - ,x„„.„� ✓:� mss. ° ha "' l "KV'� ,J� "y-tY r '..a i _��
.„ .r.;, ,'t.:fi, , p ,x+" "v.*�T ...' .r w'"sy,- �'•p' �/T t r r✓ t� ,- -
V y'r lI [ dIrf1III.. Iw
'"` /" 1 1 1 L�4
z}mss,: _ +..4.t„..i:>I 1 ,"' s s.uM ,'.
(..)AndersonBirkla PROSCENIUM
. ns r,nr., e..s i f•,' A
':sl:d;t
WOOLPEPT
PURCHASE AGREEMENT
1. PARTIES: City of Carmel Redevelopment Commission ("Seller") agrees to sell and
convey to Carmel Development II, LLC ("Buyer"), and Buyer agrees to purchase from
Seller, the following Property for the consideration and upon and subject to the terms,
provisions and conditions hereinafter set forth in this Purchase Agreement (the
"Agreement").
2. PROPERTY: All that property owned by Seller in Hamilton County, Indiana, known as
the Party Time Rental property located at the northwest corner of Range Line Road and
Cannel Drive, Carmel, Indiana, consisting of a building situated on approximately 6.51
acres of land as depicted and legally described on the site plan attached hereto as Exhibit
A (the "Real Estate"), together with all of Seller's right, title and interest in all
improvements, fixtures, furniture, equipment, the signs and other personal property of
every kind and character and description owned by Seller located on, attached to, or used
in connection with the Real Estate (collectively the "Improvements"), including any
right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way and
appurtenant easements, Seller's interest in and to all licenses and penuiits with respect to
the Real Estate and Improvements and Seller's interest in all warranties or guaranties
relating to the Real Estate and Improvements or to any tangible property and fixtures
located on, attached to, or used in connection with the Real Estate and Improvements; all
of the above hereinafter collectively called"Property".
3. PRICE: The total purchase price for all of the Property shall be Fifty Thousand Dollars
($50,000.00) (the "Purchase Price"), payable in accordance with the terms and conditions
stated in this Agreement.
4. EARNEST MONEY: Two Thousand Five Hundred Dollars ($2,500.00) (the "Earnest
Money"), to be applied to the Purchase Price, will be deposited as Earnest Money with
Hamilton Title Security, LLC in Carmel, Indiana (the "Title Company"), as Escrow
Agent, within five (5) business days after the Effective Date of this Agreement. If this
Agreement is terminated by Buyer in accordance with Section 7 below, the Earnest
Money immediately shall be returned to Buyer.
5. CLOSING: The closing of the sale of the Property(the "Closing") shall take place at the
offices of Escrow Agent in Carmel, Indiana following the satisfaction of all the
Contingencies (as hereinafter defined in Section 21) but no later than February 29, 2016,
unless such date is changed in writing by Seller and Buyer(the"Closing Date").
6. POSSESSION: Possession of the Property shall be delivered to Buyer at Closing free
and clear of all third-party interests in its present condition, except for the Permitted
Exceptions (as hereafter defined in Section 11) and the lien of current real estate taxes
and assessments not delinquent, ordinary wear and tear and damage caused by casualty.
7. INSPECTIONS: All inspections shall be made by Buyer within ninety (90) days
following the Receipt Date (as hereafter defined in Section 20D) (the "Inspection
Period"). Said inspections are to be at Buyer's expense by inspectors or contractors
1717488v.4
selected by Buyer. Inspections may include, but are not limited to, the presence of
asbestos, hazardous and/or toxic materials, underground storage tanks and any other
environmental defects, as well as the condition of the following systems and components:
drainage, common areas, and sewers. If Buyer, in its sole judgment and discretion,
determines or believes that any of the Leases or other Deliveries (hereinafter defined in
Section 20D) or any of the Examinations (hereinafter defined in Section 21A) reveals a
matter or condition(whether physical, financial or otherwise)with respect to the Property
which is not satisfactory to Buyer in its sole judgment and discretion, or if the Property
otherwise is unacceptable to Buyer in any particular or for any reason or no reason, then
this Agreement may be terminated by Buyer, in writing, at any time prior to the
expiration of the Inspection Period, or such longer period of time as agreed in writing by
Seller and Buyer. If Buyer does not timely terminate this Agreement in accordance with
the terms and conditions of this Section,then(a) Buyer shall be deemed to have accepted
the Property subject to all conditions that Seller has not agreed in writing to cure, and (b)
the transaction shall proceed to Closing. If this Agreement is timely terminated by Buyer
in accordance with the terms and conditions of this Section, Escrow Agent immediately
shall return the Earnest Money to Buyer and the parties shall have no further obligations
hereunder.
8. TAXES: All taxes and assessments, if any, assessed for any prior calendar year and
remaining unpaid, shall be the obligation of Seller, and all taxes and assessments assessed
for the year of Closing and payable in the following year shall be prorated between Seller
and Buyer on a calendar year basis as of the Closing Date. One hundred five percent
(105%) of the taxes payable in the year of Closing shall be assumed to be the taxes
payable in the calendar year following Closing for the purpose of such proration and a
credit at Closing shall be given to Buyer for due but unpaid taxes or any other taxes
which are Seller's obligation, Seller shall not be further liable for such taxes, and there
shall be no adjustment following Closing. Any refunds for tax appeals shall be the
property of Buyer and Buyer shall have the right to direct any pending appeal and use
counsel or companies of its choice to appeal the real estate taxes and assessments and
Seller shall be responsible for prior counsel or companies, if any, currently appealing the
taxes and assessments.
9. INSURANCE: Insurance for the Property shall be canceled as of the Closing Date and
Buyer shall provide its own insurance.
10. SURVEY: Seller has provided to Buyer the most recent survey in its possession ("Prior
Survey") and Buyer, within thirty (30) days after the Effective Date, may obtain at
Buyer's expense, an update of the Prior Survey or a new survey (the "Survey") which
may comply with current ALTA/ACSM minimum standard detail requirements for land
title surveys, including items in Table A, and shall reflect and certify whether the Real
Estate is located in a designated flood zone area.
11. TITLE AND SURVEY APPROVAL: Buyer shall obtain and provide Seller with copies
at Buyer's expense, as soon as practical, a Commitment for Owner's Policy of Title
Insurance (the "Commitment") issued by the Title Company dated not earlier than thirty
(30) days prior to the Effective Date in the full amount of the Purchase Price, showing fee
2
simple title to the Real Estate vested in Seller and providing for issuance of the current
form of ALTA Owner's Policy to Buyer, together with legible copies of all recorded
documents affecting the Real Estate and Improvements and recited as exceptions in the
Commitment or shown on the Survey (collectively the"Recorded Documents"). If Buyer
has an objection, in its sole discretion, to items disclosed in such Commitment, the
Recorded Documents or the Survey, Buyer shall make written objections to Seller within
fifteen (15) days after receipt of all of the Commitment, the Recorded Documents and the
Survey. If Buyer makes any such objections, Seller shall have fifteen (15) days from the
date such objections are made to cure the same. Seller agrees to utilize commercially
reasonable efforts and reasonable diligence to cure such objections, if any; provided that
Seller shall have no obligation to incur any cost to cure such objections, other than (a)
mortgage liens,judgment liens, or mechanics' or similar liens caused by, through, or on
account of Seller, or (b) delinquent tax or assessment liens. If the objections are not
cured to Buyer's satisfaction, in its sole discretion,within such time period, Buyer, within
ten(10) days after the expiration of such fifteen(15) day period, may either(a)terminate
this Agreement, in which event the Escrow Agent immediately shall return the Earnest
Money to Buyer, or (b) waive the uncured objections and close the transaction. Any
matters in the Commitment,the Recorded Documents, or the Survey accepted(or deemed
accepted) by Seller shall be "Permitted Exceptions". Any objections which can be
satisfied by the payment of money shall be paid from proceeds at Closing.
12. PRORATIONS AND SPECIAL ASSESSMENTS: Any and all ordinary operating
expenses of the Property, including, but not limited to, public utility charges, shall be
prorated as of the day prior to the Closing Date. Any special assessments applicable to
the Property for municipal improvements due and payable prior to the Closing Date and
which benefits the Property shall be paid by Seller. Buyer will assume and agree to pay
all special assessments for municipal improvements which become due and payable after
the Closing Date.
13. SALES EXPENSES: Seller and Buyer agree that all sales expenses are to be paid in
cash prior to or at the Closing.
A. SELLER'S EXPENSES: Except for the prorations provided in Section 12, Seller
shall have no other costs for Closing.
B. BUYER'S EXPENSES: In addition to the prorations provided in Section 12,
Buyer agrees to pay all expenses incident to any loan obtained by Buyer (e.g.
loan commitment fees, preparation of note, mortgage, and other loan documents,
recording fees, Mortgagee's Title Policy, prepayable interest, credit reports) and
all other costs for Closing; recordation of the Deed; any closing fee of Title
Company; and expenses stipulated to be paid by Buyer under other provisions of
this Agreement.
14. DEFAULT: If Buyer breaches this Agreement and is in default, Seller shall treat this
Agreement as being te''--"ated and receive he Ealllest Money as liquidated damages and
Seller shall have no further right or remedy against Buyer.
3
If Seller breaches this Agreement and is in default, then the Earnest Money immediately
shall be returned to Buyer or Buyer may seek specific performance against Seller. Any
breach by Seller under this Agreement shall not relieve Buyer of its obligations under the
Reimbursement Agreement dated April 15, 2015, among Buyer, Anderson Birkla
Investment Partners, LLC and Seller.
15. ATTORNEY'S FEES: The party to this Agreement who is the prevailing party in any
legal or equitable proceeding against the other party brought for a breach of this
Agreement shall be additionally entitled to recover court costs and reasonable attorney's
fees from the nonprevailing party. Prevailing Party means the party which obtains the
principal relief it has sought, whether by compromise, settlement or by judgment.
Moreover, if a party which commences any such proceeding, subsequently dismisses it,
the other party shall be deemed to be the Prevailing Party with respect to such
proceedings, unless otherwise agreed in writing by the parties.
16. ESCROW: The Earnest Money shall be deposited with Escrow Agent with the
understanding that Escrow Agent (a) is not a party to this Agreement and does not
assume or have any liability for performance or non-performance of any party and (b)
before the Escrow Agent has any obligation to disburse the Earnest Money in the event of
dispute, it has the right to require from all signatories a written release of liability of the
Escrow Agent, termination of the Agreement and authorization to disburse the Earnest
Money. All interest on the Earnest Money shall be for the benefit of Buyer, except in the
event of a default by Buyer. At Closing, the Earnest Money shall be applied to the
Purchase Price.
17. DUTIES OF BUYER AND SELLER AT CLOSING:
A. At the Closing, Seller shall deliver to Buyer,the following:
(1) A duly executed and acknowledged Limited Warranty Deed (the "Deed")
in form and substance reasonably satisfactory to Buyer and Seller
conveying to Buyer or its designee good and indefeasible marketable title
in fee simple to the Real Estate and Improvements, free and clear of any
and all li`ens, encumbrances, conditions, easements, assessments,
reservations and restrictions, except the Permitted Exceptions and the lien
of current real estate taxes and assessments not delinquent;
(2) A duly executed and acknowledged Vendor's Affidavit in form sufficient
for Title Company to delete the non-survey general printed exceptions
from the Title Policy(as hereafter defined);
(3) A "marked-up" title commitment and proforma Owner's Policy of Title
Insurance (the "Title Policy") issued by Title Company, in the full amount
of the Purchase Price, dated as of Closing, insuring Buyer's fee simple
title to the Property to be good, merchantable and indefeasible subject only
to the Permitted Exceptions and the lien of current real estate taxes and
assessments not delinquent;
4
(4) An executed Disclosure of Sales Information complying with I.C.
6-1.1-5.5, if required by law(the "SDS");
(5) An executed Project Agreement for the development of the Property (the
"Project Agreement");
(6) Reasonably satisfactory evidence of its capacity and authority for the
closing of this transaction;
(7) A certification establishing that no federal income tax is required to be
withheld under the Foreign Investment and Real Property Tax Act;
• (8) A duly executed and acknowledged Bill of Sale in form reasonably
satisfactory to Buyer and Seller conveying all the Improvements (other
than those conveyed by the Deed);
(9) A duly executed Closing Statement;
(10) A transcript of all proceedings and documents relating to the establishment
of the Allocation Area (as hereafter defined in Section 20G) (the "AA
Documents") and the issuance of the Bonds (the`B Documents"); and
(11) All other necessary documents reasonably requested by Buyer to close this
transaction.
At the Closing,Buyer shall deliver and perform the following:
(1) Pay the Purchase Price by wire transfer in immediately available federal
funds;
(2) Execute a Closing Statement;
(3) Execute the SDS;
(4) Execute the Project Agreement;
(5) Execute the B Documents to which Buyer is a party;
(6) Provide evidence of its capacity and authority for the closing of this
transaction; and
(7) Execute all other necessary documents reasonably requested by Seller to
close this transaction.
18. CONDEMNATION: If prior to Closing Date condemnation proceedings are
commenced against any part of the Property, Buyer shall have the right to appear and
defend in such condemnation proceedings, and any award in condemnation shall become
the property of Buyer, the Purchase Price shall not be reduced and the parties shall
proceed to Closing as provided in this Agreement or Buyer may terminate this
5
Agreement and the Earnest Money immediately shall be returned to Buyer, provided,
however, if Buyer elects to terminate this Agreement, any award obtained by Buyer prior
to such termination shall be paid to Seller.
19. CASUALTY LOSS: Intentionally omitted.
20. COVENANTS OF SELLER:
A. From the Effective Date hereof to the Closing Date or earlier termination of this
Agreement, Seller shall operate and maintain the Property in the same manner as
it has been operated and maintained, provided that during said period, without the
prior written consent of Buyer, Seller shall not do, agree to do, and shall use
diligent efforts not to suffer or permit any of the following:
(1) enter into any other transaction with respect to or affecting the Property;
(2) sell, encumber or grant any interest in the Property or any part thereof in
any form or manner whatsoever, or otherwise perform or permit any act
which will diminish or otherwise affect Buyer's interest under this
Agreement or in or to the Property or which will prevent Seller's full
performance of its obligations hereunder;
(3) execute leases or service or maintenance contracts or amend, modify or
waive any rights under or terminate or extend any of the existing service
or maintenance contracts that cannot be terminated on or before the
Closing Date;
(4) make any condemnation settlement without Buyer's approval, which
approval shall not be unreasonably withheld but subject to Section 18
hereof; or
(5) knowingly store, manufacture, use or sell any hazardous materials on, in
or from the Property in violation of any applicable environmental laws.
B. From the Effective Date hereof to the Closing Date or earlier termination of this
Agreement, Seller shall permit representatives, agents, employees, prospective
tenants and lenders, contractors, appraisers, architects and engineers designated
by Buyer reasonable access to and entry upon the Property and the improvements
thereon to examine, inspect, measure and test the Property. Buyer shall repair any
damage caused by such acts to substantially the same condition which exists prior
to performing such work. Buyer shall indemnify and hold harmless Seller for any
damages, injuries, losses or other claims made in connection with any such
access, entry, inspections or tests.
C. Seller shall make available to Buyer during the Inspection Period and thereafter,
upon reasonable prior notice, any documents relating to the Property or the
operations thereof which are in the possession of Seller or its agents. Seller shall
6
also reasonably cooperate with Buyer in connection with its Examinations (as
hereinafter defined),but without obligation to incur any cost or expense.
D. Seller shall deliver to Buyer, within five (5) days after the Effective Date of this
Agreement, true, correct and complete copies of the following, if any, which are
in its possession or within its control (the "Deliveries") and, upon receipt of all
such Deliveries (the"Receipt Date"),the Inspection Period shall commence:
(1) All service or maintenance contracts, including all amendments and
modifications of any of the foregoing; and
(2) All existing title policies, surveys, leases, and environmental reports with
respect to the Property, together with all building inspection reports,
certificates of occupancy, and other similar permits and reports with
respect to the Property.
E. Notify Buyer promptly if Seller becomes aware of any occurrence prior to the
Closing Date which would make any of the representations and warranties of
Seller contained in this Agreement not true, correct or complete in any material
respect;
F. Perform any and all acts and make any and all payments necessary to cause the
representations and warranties of Seller in Section 22 to be true and correct and to
remain true and correct through and including the Closing Date.
G. Subject to further proceedings required by law, use commercially reasonable
efforts to assist Buyer in procuring appropriate incentives for the Property which
are acceptable to Buyer, in its sole discretion, including, but not limited to (i)
designation of the Property as an Allocation Area pursuant to Ind. Code §36-7-14
et. Seq. (the "Allocation Area") and (ii) issuance by the City of Carmel, Indiana
(the "City") of economic development revenue bonds ("Bonds") of not less than
the maximum amount available based on financial projections from Umbaugh &
Associates, as Seller's financial advisor, which contemplate the pledge of an
amount of the TIF Revenues generated in the Allocation Area mutually agreed
upon by Seller and Buyer to the repayment of the Bonds; the net proceeds of the
P Y Y
Bonds (following the payment of costs of issuance of the Bonds) to be used by
Buyer to pay for all or a portion of the relocation and extension of utility lines and
construction of a subsurface public garage in size mutually agreed upon by Buyer
and Seller, Range Line Road parking expansion, Veterans Way, as an access road
on the west side of the Property, the extension of Executive Drive and signal
modernization.
21. CONTINGENCIES: The satisfaction or waiver by Buyer or Seller as appropriate in
writing of the following items shall be a condition precedent to any obligation or duty
of
Buyer or Seller as appropriate under this Agreement:
A. Buyer shall have the Inspection Period to conduct such tests, studies, inspections
and other examinations and reviews (collectively "Examinations") and as it may
7
in its sole judgment desire, to determine the suitability of the Property for
investment. Such tests and studies may include, without limitation,
environmental studies and physical inspections of the Property. Buyer shall not
permit any liens to attach to the Property by reason of, or resulting from, the
access to or entry upon the Property by Buyer or its employees, agents, or
contractors (the "Buyer's Entry"). Buyer shall promptly repair any damage to the
property resulting from the Buyer's Entry. Buyer hereby fully indemnifies Seller
for all costs, expenses and damages relating to or resulting from the Buyer's
Entry. If the Examinations disclose any matter which makes the Property
unsuitable or unacceptable to Buyer, then Buyer shall so notify Seller in writing
that it is terminating this Agreement no later than five (5) days after the expiration
of the Inspection Period and this Agreement shall thereupon terminate, the
Earnest Money immediately shall be returned to Buyer and the parties thereafter
shall have no further obligations hereunder.
B. That Seller's representations are true and correct at the Effective Date of this
Agreement, and again on the Closing Date.
C. The Allocation Area shall have been established, the City of Carmel shall have
issued the Bonds and Seller shall have pledged an amount of the TIF Revenues to
be generated in the Allocation Area mutually agreed upon by Seller and Buyer to
the repayment of the Bonds.
D. Buyer shall have obtained financing for the proposed development of the Property
acceptable to Buyer in its sole discretion and disclosed to Seller from a lender to
provide funds at Closing.
E. Buyer shall have executed a Project Agreement acceptable to Seller in its sole
discretion which, among other things, provides for the development of the
Property by Buyer, the timeline for such development, the total capital investment
to be made in such development and remedies available to Seller, including but
not limited to re-conveyance of the Property should Buyer breach such Project
Agreement.
F. The parties acknowledge that, pursuant to Ordinance No. Z-571-13 adopted by
the Common Council of the City of Cannel on March 4, 2013, this Agreement as
well as the design plan, project agreement, use and all related matters regarding
the development of the Property remain subject to the approval of both Seller and
the Common Council. Any failure by either Seller or the Common Council to
approve such matters shall not be an event of default of Seller hereunder.
G. The parties have agreed upon any public improvements, not provided by the
Buyer per the Project Agreement, to be provided J ed b Seller.
g � p 1 .
Y
22. REPRESENTATIONS AND WARRANTIES OF SELLER: To induce Buyer to
execute this Agreement, Seller represents and warrants to Buyer as follows:
8
A. Seller is a redevelopment commission duly organized under the laws of the State
of its organization.
B. Seller has the full right,title,power and authority to enter into this Agreement and
to consummate a sale of the Property, and all persons whose signatures are
necessary to sell the Property are duly authorized to execute and have duly
executed this Agreement.
C. To the best of Seller's knowledge, no action, suit, claim, arbitration, litigation or
other proceedings is pending or threatened against the Property or any part
thereof.
D. Seller has not received any notification from any governmental agency or
authority or any public utility, of any pending or threatened condemnation of or
assessment against the Property or any part thereof or any proposed taking of any
portion of the Property, any proposed assessment for public improvements or any
proposed increase in the cost of utility services.
E. This Agreement and all documents to be executed pursuant hereto by Seller are
and shall be valid and binding upon and enforceable against Seller in accordance
with their respective terms, the transaction contemplated hereby will not result in
a breach of or constitute a default or permit acceleration of maturity under any
mortgage, deed of trust, loan agreement or other agreement to which Seller or the
Property is subject or by which Seller or the Property is bound.
F. Exhibit B is a true, correct and complete list of all current service and
maintenance contracts for the Property and amendments and modifications
thereof.
G. Seller owns fee simple title to the Real Estate.
H. There are no persons in possession or occupancy of the Property or any part
thereof, nor are there any persons who have possessory rights with respect to the
Property or any part thereof.
I. There are no employees of Seller engaged in the operation of the Property.
All such representations and warranties shall be reaffirmed as being true and correct on the
Closing Date and shall survive the Closing.
Notwithstanding anything stated to contrary herein, as a material part of the consideration for
this Agreement, Seller and Buyer agree that, subject to Seller's representations and warranties set
forth herein, in the Deed, and in any other document delivered to Buyer at closing, Buyer`(a)
shall accept the Property "as-is", "where-is", and "with all faults", with any and all latent and
patent defects and that there is no warranty by Seller that the Property is fit for any particular
purpose, (b) acknowledges that it is not relying upon the accuracy or completeness of any
representation, brochure, rendering, promise, statement, or other assertion or information with
respect to the Property made or furnished by or on behalf of, or otherwise attributed to, Seller or
9
any of its agents, employees, or representatives, any and all such reliance being hereby expressly
and unequivocally disclaimed, but is relying solely and exclusively upon its own experience and
its independent judgment, evaluation, and examination of the Property, (c) shall accept the
Property under the express understanding that there are no express or implied warranties, and(d)
expressly warrants and represents that no promise or agreement not herein expressed has been
made to it and hereby disclaims any reliance upon any such alleged promise or agreement. This
paragraph freely was negotiated and is a material part of the bargaining process for this
Agreement. Buyer understands that the disclaimers of reliance and other provisions contained
herein are intended to limit any legal recourse or remedy Buyer otherwise might have. Buyer
acknowledges that it has sought and has relied upon the advice of its own legal counsel
concerning this provision. The provisions of this paragraph shall survive closing and shall not
merge with the Deed.
23. REPRESENTATIONS AND WARRANTIES OF BUYER. To induce Seller to
execute this Agreement, Buyer represents and warrants to Seller as follows:
A. All representations and warranties of Buyer appearing in other Sections of this
Agreement are true and correct.
B. Buyer has full capacity, right,power and authority to execute, deliver and perform
this Agreement and all documents to be executed by Buyer pursuant hereto, and
all required action and approvals therefor have been duly taken and obtained. The
individuals signing this Agreement and all other documents executed or to be
executed pursuant hereto on behalf of Buyer are and shall be duly authorized to
sign the same on Buyer's behalf and to bind Buyer thereto. This Agreement and
all documents to be executed pursuant hereto by Buyer are and shall be binding
upon and enforceable against Buyer in accordance with their respective terms.
C. Buyer is a limited liability company organized and existing under the laws of the
State of Indiana.
D. This Agreement and all documents to be executed pursuant hereto by Buyer are
and shall be valid and binding upon and enforceable against Buyer in accordance
with their respective terms, the transaction contemplated hereby will not result in
a breach of or constitute a default or permit acceleration of maturity under any
t agreement deed of trust, loan agreement or other g reement to which Buyer er or its
assets is subject or by which Buyer or its assets are bound.
24. MISCELLANEOUS:
A. Any notice, consent, election, approval or other communication required or
permitted to be delivered hereunder, shall be effectively given if in writing and
shall be deemed received when personally delivered, sent by United States mail,
postage prepaid, certified and return receipt requested, or sent by facsimile with
another copy hand-delivered or sent as aforesaid, addressed to Seller or Buyer, as
the case may be, at the address set forth below the signature of such party hereto.
Seller shall send copies of all notices to Jeffrey A. Abrams, Benesch Friedlander
10
Coplan & Aronoff LLP, One American Square, Suite 2300, Indianapolis, Indiana
46282 for notices to Buyer. Buyer shall send copies of all notices to Jerimi J.
Ullom, Hall Render Killian Heath & Lyman, One American Square, Suite 2000,
Indianapolis, Indiana 46282 for notices to Seller. Notices from counsel of a party
shall be effective as if sent by such party.
B. This Agreement shall be construed under and in accordance with the laws of the
State of Indiana.
C. This Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Agreement shall not be
construed to create a contractual relationship with, give rights or benefits to, or
create a cause of action in favor of, anyone other than the parties hereto.
D. In case any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
E. This Agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties respecting the transaction and cannot be changed except by their written
consent. No waiver of any term, condition or provision of this Agreement shall
be binding or effective unless made in writing and signed by all parties hereto.
F. Time is of the essence of this Agreement.
G. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, and vice versa unless the context requires otherwise. The
words "hereof', "herein" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement as a whole, and not to any particular section,
paragraph or provision, unless expressly so stated.
H. All representations and warranties of the parties hereto shall survive the Closing
for a period of one (1) year.
This Agreement may be executed in counterparts, and all such executed
counterparts shall constitute the same agreement. Counterparts executed and
delivered by electronic facsimile or email shall constitute original documents
which shall be binding on the parties.
J. The provisions of this Agreement and of the documents to be executed and
delivered at the Closing are and will be for the benefit of Seller and Buyer only
and are not for the benefit of any third party, and accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents to
11
be executed and delivered at the Closing, except as may be expressly stated to the
contrary therein.
K. The section headings appearing in this Agreement are for convenience of
reference only and are not intended, to any extent and for any purpose, to limit or
define the text of any section or any subsection hereof
L. This Agreement shall be construed without regard to any rule or presumption
requiring construction or interpretation against the interests of the party causing
the document to be drafted or prepared.
M. All exhibits referenced in this Agreement are attached hereto and incorporated
herein by reference.
N. All proceedings arising in connection with this Agreement shall be tried and
litigated in the state courts in Hamilton County, Indiana. Seller and Buyer waive,
to the extent permitted by law (i) the right to a trial by jury, and (ii) any right
Seller and Buyer may have to (A) assert the doctrine of"forum non conveniens",
or(ii) object to venue.
O. Neither Seller nor Buyer shall assign this Agreement without the prior written
approval of the other party; provided that, without the prior written approval of
Buyer, Seller may assign this Agreement to another agency or instrumentality of
the City concurrently upon the transfer or conveyance of the Property to such
agency or instrumentality. In addition, membership interests in Buyer may be
transferred so long as (i) at least 51% of the aggregate membership interests in
Buyer remain with David Anderson and/or Anthony Birkla, as individuals, and
(ii) leadership in the effective day-to day control of Buyer remains with David
Anderson and/or Anthony Birkla, with one of David Anderson, Anthony Birkla,
Anderson Birkla Investment Partners, LLC, or an entity described in subsection
(i) above, being the manager of Buyer.Notwithstanding any assignment permitted
under this Section, Seller or Buyer, 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 Seller or
Buyer, as the case may be, from such performance;provided that, if Seller assigns
this Agreement to another agency or instrumentality of the City that (i) has full
power and authority to accept an assignment of this Agreement and carry out the
obligations of Seller hereunder, and (b) expressly assumes all such obligations in
writing, then Seller shall be released from liability under this Agreement for all
obligations to be performed after the date of such assignment and assumption.
25. BROKERAGE FEES: Seller and Buyer represent to each other that there are no brokers
involved in this transaction, except Denizen Management whose fee shall be paid by
Buyer. Seller and Buyer shall indemnify each other from claims of Denizen Management
and/or any other third parties claiming a fee nr other compensation for brokerage nr other
similar services which have been rendered for Seller or Buyer in this transaction. The
provisions of this Section shall survive the Closing.
12
Dated the day of , 2015.
CARMEL DEVELOPMENT II, LLC, an Indiana
limited liability company
• By: Cannel Development Partners II, LLC, an
Indiana limited liability company, its
Manager
By:
Anthony W. Birkla,Manager
Address: 280 E. 96th Street, Suite 301
Indianapolis, IN 46240
"BUYER"
ACCEPTED the day of ,2015 (the"Effective Date")
CITY OF CARMEL REDEVELOPMENT
COMMISSION
By:
William Hammer, President
By:
, Commissioner
Address: 30 W. Main Street, Suite 220
Cannel,IN 46032
"SELLER"
S-1
EXHIBIT A
SITE PLAN AND LEGAL DESCRIPTION
A-1
EXHIBIT B
SERVICE AND MAINTENANCE CONTRACTS
None.
•
B-1