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Home My WebLink AboutAmended and Restated PIATT Agreement - Baldwin and Chambers combinedAMENDED AND RESTATED AGREEMENT FOR PAYMENTS IN ADDITION TO TAXES Baldwin Component and Chambers Component This Amended and Restated Agreement for Payment in A dition to Taxes (Baldwin Component and Chambers Component) (the "Agreement"), executed this 0 day of July, 2016, by and between The City of Carmel Redevelopment Commission ("CRC") and CCC Phase II, LLC (the "Owner"), Witnesses: Recitals WHEREAS, CRC, CCC, CCC West, LLC, and Owner are entering into the Second Component Project Agreement; WHEREAS, CRC and Owner have executed the Initial Baldwin Agreement and the Initial Chambers Agreement, which, due to changes in circumstances (including, specifically, that the Baldwin Component and the Chambers Component are physically joined), need to be amended and updated; WHEREAS, this Agreement is both the "Baldwin Taxpayer Agreement' and the "Chambers Taxpayer Agreement' required to be executed pursuant to the Second Component Project Agreement; WHEREAS, CRC and Owner desire to enter into this Agreement to: (a) amend and update the Initial Baldwin Agreement and the Initial Chambers Agreement to reflect changes in circumstances (including, specifically, that the Baldwin Component and the Chambers Component are physicallyjoined); and (b) satisfy the requirements of the Second Component Project Agreement; and WHEREAS, CRC and Owner intend that this Agreement shall restate and replace in all respects the Initial Baldwin Agreement and the Initial Chambers Agreement, combining both agreements into this one Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and Owner agree as follows: Definitions. Applicable Rate shall mean the tax rate that is used for purposes of determining the Real Estate Taxes. Assessed Value shall mean the value of all or a portion of the Baldwin Component Property and Chamber Component Property, as assessed by the Taxing Authorities for the purpose of determining Real Estate Taxes. Baldwin Component shall mean a four-story building and related facilities to be constructed on the Baldwin Component Site, which building will: (a) house residential units, retail space, restaurant space, and/or office space; and (b) be physically joined with the Chambers Component. The Baldwin Component is a "Component" under the Remainder Project Agreement. The four-story building to be constructed as part of the Baldwin Component: (a) is a "Building", and a "New Improvement', under the Remainder Project Agreement; and (b) will be in the location generally labeled as "Baldwin" on the site plan attached to the Remainder Project Agreement Amendment as Replacement Exhibit A and defined in the Remainder Project Agreement as the "Committed Site Plan". Baldwin Component Property shall mean, collectively, the Baldwin Component and the Baldwin Component Site. Baldwin Component Site shall mean that certain real estate delineated as the "Baldwin Component Site" on Exhibit A-1. The Baldwin Component Site: (a) is the "Baldwin Component Site" under each of the Second Component Project Agreement and the Baldwin Project Agreement; and (b) comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Baldwin Increment shall mean the allocated property tax proceeds that are: (a) generated from ad valorem real property taxes levied or imposed on or against the Baldwin Component Site and the Baldwin Component; (b) attributable to the assessment of the Baldwin Component Property above a base assessed value (i.e., the "increment") (including such taxes attributable to an increased assessed value resulting from the construction of the Baldwin Component on the Baldwin Component Site after the base has been set); and (c) included in the Combined Increment without being calculated separately from the Chambers Increment; which allocated property tax proceeds ("increment') are to be part of the Combined Increment on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). Baldwin Project Agreement shall mean that certain Project Agreement (Baldwin Component) of even date herewith executed by and between CRC and Owner. Bonds shall mean the tax increment bonds issued by the City in accordance with the Second Component Project Agreement. Casualty Damage shall mean damage to, or destruction of, all or any portion of the Baldwin Component Property. CCC shall mean Carmel City Center, LLC Chambers Component shall mean a four-story building and related facilities to be constructed on the Chambers Component Site, which building will: (a) house residential units, retail space, restaurant space, and/or office space; and (b) be physically joined with the Baldwin Component. The Chambers Component is a "Component' under the Remainder Project Agreement. The four-story building to be constructed as part of the Chambers Component: (a) is a "Building", and a "New Improvement', under the Remainder Project Agreement; and (b) will be in the location generally labeled as "Chambers" on the site plan attached to the Remainder Project Agreement Amendment as Replacement Exhibit A and defined in the Remainder Project Agreement as the "Committed Site Plan". Chambers Component Property shall mean, collectively, the Chambers Component and the Chambers Component Site. Chambers Component Site shall mean that certain real estate delineated as the "Chambers Component Site" on Exhibit A-1. The Chambers Component Site: (a) is the "Chambers Component Site" under each of the Second Component Project Agreement and the Chambers Project Agreement; and (b) comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Chambers Increment shall mean the allocated property tax proceeds that are: (a) generated from ad valorem real property taxes levied or imposed on or against the Chambers Component Site and the Chambers Component; (b) attributable to the assessment ofthe Chambers Component Property above a base assessed value (i.e., the "increment') (including such taxes attributable to an increased assessed value resulting from the construction ofthe Chambers Component on the Chambers Component Site after the base has been set); and (c) included in the Combined Increment without being calculated separately from the Baldwin Increment; which allocated property tax proceeds ("increment') are to be part of the Combined Increment on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). Z:Cocuments\Shoup, Jenny\City of CarmeAParcel 5\Baldwin 26Ju116 Component0aldwin PIATTICombined AR PIATT Agreement -Baldwin & Chambers.v2.wpd -2- Chambers Project Agreement shall mean that certain Project Agreement (Chambers Component) of even date herewith executed by and between CRC and Owner. City shall mean the City of Carmel, Indiana. Combined Increment shall mean: (a) generally, the combined (aggregated) Baldwin Increment and Chambers Increment; and (b) specifically, the allocated property tax proceeds that are: (a) generated from ad valorem real property taxes levied or imposed on or against the Joined Component Site and the Joined Component; and (b) attributable to the assessment of the Joined Component Property above a base assessed value (i.e., the "increment') (including such taxes attributable to an increased assessed value resulting from the construction of the Baldwin Component and the Chambers Component (i.e., the Joined Component) on the Joined Component Site after the base has been set); which allocated property tax proceeds ("increment') are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Combined Increment is the portion of the combined (aggregated) "New Improvements Increment' under the Remainder Project Agreement that is attributable to both the Baldwin Component and the Chambers Component, without such portion being divided between the Baldwin Increment and the Chambers Increment. Combined Increment Projection shall mean the projected annual Combined Increment, as set forth on Exhibit B. The Combined Increment Projection: (a) comprises a combination (aggregation) of both the "Baldwin Increment Estimate" and the "Chambers Increment Estimate" underthe Second Component Project Agreement; and (b) has been approved by the "Financial Advisor" (as defined in the Second Component Project Agreement), as required by the Second Component Project Agreement. Cure Period shall mean a period of 30 days after Owner receives notice specifying the nature of a failure by Owner to observe or perform any term or condition of this Agreement to be observed or performed by it; provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30-day period shall be extended as reasonably may be necessary for Owner to remedy the failure, so long as Owner: (a) commences to remedy the failure within the 30-day period; and (b) diligently pursues such remedy to completion. Event of Default shall have the meaning set forth in Subsection 6(a). Initial Baldwin Agreement shall mean that certain Agreement for Payment in Addition to Taxes (Baldwin Component) executed by and between CRC and Owner dated January _, 2015. Initial Chambers Agreement shall mean that certain Agreement for Payment in Addition to Taxes (Chambers Component) executed by and between CRC and Owner dated January _, 2015. Joined Component shall mean the physically joined Baldwin Component and Chambers Component. Joined Component Property shall mean, collectively, the Baldwin Component Property and the Chambers Component Property. Joined Component Site shall mean that certain real estate delineated as the "Baldwin/Chambers Component Site" on Exhibit A-1, and more particularly described on Exhibit A-2. Laws shall mean all applicable laws, statutes, ordinances, and/or codes and any applicable governmental or judicial rules, regulations, guidelines, orders, decrees, and/or judgments. Letter of Credit shall mean a letter of credit issued for the benefit of CRC: (a) by an institution that reasonably is satisfactory to CRC (which may include, without limitation, a bank holding company, a financial holding company, or a thrift holding company); (b) in an amount that reasonably is satisfactory to CRC; (c) that has a term of not less than one year; (d) that is irrevocable and payable on sight; (e) provides that if there is an ZAE)ocuments\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin 26Ju196 Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.J2,wpd -3- Event of Default; then CRC shall have the right to make a draw thereon in the amount with respect to which the Event of Default applies, which draw may be made by presenting a certification signed by CRC and stating: (i) that there is an existing Event of Default; and (ii) the amount with respect to which the Event of Default applies, together with any additional amounts to which CRC is entitled as a result of such default; and (f) otherwise is on terms and conditions that reasonably are acceptable to CRC. Maximum Amount shall mean the greater of: (a) the aggregate amount of the projected Combined Increment for the Term, as set forth in the Combined Increment Projections; or (b) the aggregate amount of the Combined Increment that actually is generated for the Term; provided that, if: (a) the aggregate amount of the Combined Increment that actually is generated for the Term; exceeds (b) the aggregate amount of the projected Combined Increment for the Term, as set forth in the Combined Increment Projections; then, notwithstanding the foregoing, the Maximum Amount shall not exceed 110% of the aggregate amount of the projected Combined Increment for the Term, as set forth in the Combined Increment Projections. Non -Payment Lien shall mean a lien against the Joined Component Property in the amount of all delinquent PIATT Payments, together with the interest that has accrued thereon, which lien shall be similar in type to a lien for real estate taxes (including that such lien shall have the same priority as a lien for real estate taxes). Accordingly, each Non -Payment Lien shall be prior to any mortgage or other lien or encumbrance on the Joined Component Property, other than the lien of current Real Estate Taxes not delinquent. Each Non -Payment Lien shall apply with respect to the entirety of the Joined Component Property; for no purpose shall any Non -Payment Lien be divided or segregated so that it applies only to the Baldwin Component Property or the Chambers Component Property. PIATT Payment shall mean a payment in an amount determined pursuant to Subsection 3(c), which payment shall be made in accordance with Subsection 3(d). The entirety of all PIATT Payments shall apply with respect to the Joined Component Property; for no purpose shall any PIATT Payment be divided or segregated so that only a portion applies to (or is allocated separately to) the Baldwin Component Property or the Chambers Component Property. Projected Applicable Rate shall mean the projected rate to be used for purposes of determining the Real Estate Taxes, as set forth in the Combined Increment Projection. Projected Assessed Value shall mean the projected assessed value of the Joined Component Property, as set forth in the Combined Increment Projection. Real Estate Taxes shall mean all ad valorem real estate taxes that are levied, imposed, or charged on, against, for, or with respect to, all or a portion of the Joined Component Property by or for all Taxing Authorities, assuming application of the Applicable Rate to the Assessed Value without any credits, exemptions, deductions, or other reductions. All taxes, assessments, levies, impositions, duties, imposts, fees, contributions, and charges of any nature that, in whole or in part, are levied, imposed, or charged in substitution or replacement for or of ad valorem real estate taxes shall be deemed to be "Real Estate Taxes" for all purposes, notwithstanding the denomination or characterization of such taxes, assessments, levies, impositions, duties, imposts, fees, contributions, or charges. Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/ Parcels 4 & 11) executed by and among CRC, CCC, and Village Housing Corporation and dated December 7, 2011, as amended by that certain First Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) dated December 15, 2014. Second Component Project Agreement shall mean that certain Project Agreement (Second Component/Park East/SC Public Improvements) by and among CRC, CCC, CCC West, LLC, and Owner and dated December 15, 2014, as amended and restated, supplemented and replaced by that certain Amended and Restated Project Agreement (Second Component/Park East Garage/Hamilton Element/Second Z:TocumentslShoup, Jenny\City of Carmel\Parcel 5\Baldwin 26Jul16 Component\Baldwin PIATT\Combmed AR PIATT Agreement -Baldwin & Cham bers. V2.wpd -4- Component Public Improvements) by and among CRC, CCC"),CCC West, LLC, and CCC Phase II, LLC, and dated July_, 2016. Secured Financing shall mean the issuance of the Bonds, a proportionate share of the debt service with respect to which will be paid with the Combined Increment. If: (a) there is a restructuring of the Bonds; and/or (b) the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full and replaced with a new financing; and after such restructuring or replacement with a new financing, all or a proportionate share of the debt service for the Bonds or such other financing will be paid with the Combined Increment, then the restructured Bonds and/or the new financing shall constitute the "Secured Financing" for purposes of this Agreement. Tax Payment Lien shall mean an annually renewable lien against the Joined Component Property in an amount equal to the greater of: (a) the amount of the Combined Increment that actually is generated for the applicable calendar year; or (b) the amount of the Combined Increment projected by the Combined Increment Projection to be generated for such calendar year, as set forth in the Combined Increment Projections. The maximum aggregate amount secured by the Tax Payment Lien for the Term shall be the Maximum Amount. Such lien shall: (a) secure for the benefit of CRC: (i) the obligations of Owner to pay when due the Real Estate Taxes and any PIATT Payments that become due and payable for the applicable calendar year; and (ii) all other obligations of Owner under this Agreement; (b) be in addition to the statutory lien of current Real Estate Taxes not delinquent; and (c) be similar in type to the statutory lien of current Real Estate Taxes not delinquent (including that such lien shall have the same priority as the statutory lien of current Real Estate Taxes not delinquent). Accordingly, each Tax Payment Lien shall: (a) be prior to any mortgage or other lien or encumbrance on the Combined Component Property, other than the statutory lien of current Real Estate Taxes not delinquent; and (b) renew automatically every January 1 during the Term in its same priority. Each Tax Payment Lien shall apply with respect to the entirety of the Joined Component Property; for no purpose shall any Tax Payment Lien be divided or segregated so that it applies only to the Baldwin Component Property or the Chambers Component Property. Taxing Authority shall mean the State of Indiana or any county, township, school corporation, library district, special district, municipality, or other governmental agency orauthority in or of the State of Indiana, including, without limitation and when applicable, the City. Term shall mean the period set forth in Section 2. 2. Term. The "Term" of this Agreement shall: (a) commence on the date hereof; and (b) expire on the date on which the Secured Financing is repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full, other than in connection with a refinancing in which the new financing constitutes a Secured Financing; provided that, notwithstanding the foregoing, so long as there is no continuing Event of Default, the Term shall expire on the last day of the calendar year with respect to which the Combined Increment Projection applies, as set forth on Exhibit B. Payments. (a) Payments. If, for any semi-annual period during or after the first year with respect to which Exhibit B reflects a Combined Increment Projection, the Joined Component does not generate the amount of the Combined Increment projected by the Combined Increment Projection to be generated, then Owner shall make a PIATT Payment to CRC. (b) Amount. The amount of the PIATT Payment shall be equal to the difference between: (i) the amount of the Combined Increment projected by the Combined Increment Projection to be generated for the applicable semi-annual period; minus (ii) the Combined Increment actually generated for such semi-annual period. Accordingly, as set forth in the ZMocumentMShoup, Jenny\City of Carmel\Parcel 5\Baldwin 26Ju116 ComponenhBaldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.v2.wpd -5- Project Agreement, Owner in effect is "guaranteeing" receipt of an amount equal to the Combined Increment Projection. (c) Date Due. For any semi-annual period with respect to which a PIATT Payment is due, such PIATT Payment shall be paid on June 15 or December 15, as applicable. 4. Appeal Prohibition. (a) Notice. During the Term, Owner shall not challenge or appeal the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value without first providing to CRC written notice of such intended challenge or appeal at least 30 days in advance such that CRC has sufficient time to take such actions as it determines to be necessary or appropriate to be able to block, object to, or otherwise contest such challenge or appeal, (b) Prohibitions. During the Term, Owner shall not: (i) challenge or appeal the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value to the extent that such challenge or appeal that would cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value; and/or (B) the Applicable Rate to be less than the Projected Applicable Rate; or (ii) take any direct or indirect steps or actions (including, without limitation, contacting or influencing Taxing Authorities) thatwould cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value; and/or (B) the Applicable Rate to be lower than the Projected Applicable Rate. Casualty. (a) Casualty Damage. If there is Casualty Damage, then: (i) promptly after the occurrence of such damage or destruction, Owner shall commence reconstruction, repair, and/or replacement of the Joined Component Property; (ii) Owner shall complete such reconstruction, repair, and/or replacement: (A) as expeditiously as possible; and (B) so that, upon completion thereof, the Joined Component Property is in substantially the same condition as existed immediately prior to the Casualty Damage; and (iii) Owner shall pay all costs and expenses in connection with completing such reconstruction, repair, and/or replacements so that the Joined Component Property is free and clear of all claims and liens resulting from such reconstruction, repair, and/or replacements. (b) Casualty Insurance. During the Term, Owner shall maintain casualty insurance with respect to the Joined Component Property, the policy of which shall: (i) be issued by a reputable insurance company; and (ii) provide coverage on a replacement costs basis. If there is Casualty Damage, then the proceeds of the casualty insurance: (i) shall be used to pay the cost to reconstruct, repair, and/or replace the Joined Component Property; and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Joined Component Property. (c) Business Interruption. During the Term, Owner shall maintain business interruption insurance with coverage sufficient to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Joined Component Property following Casualty Damage. If there is Casualty Damage, then Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin MUM Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.v2 wpd -6- the proceeds of such insurance: (i) shall be used to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Joined Component Property; and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Joined Component Property. Defaults and Remedies. (a) Events of Default. It shall bean "Event of Default' if Owner fails to: (i) pay any Real Estate Taxes or PIATT Payment prior to delinquency; or (ii) perform or observe any term or condition of this Agreement to be performed or observed by it: (A) with respect to the obligation to pay money, if such failure is not cured within ten days after such payment is due; and (B) with respect to any other obligation, if such failure is not cured within the Cure Period. All delinquent PIATT Payments shall: (i) bear interest at 12% per annum; and (ii) be Non -Payment Liens (b) Liens. At any time when there is a delinquent PIATT Payment, CRC may record a Non -Payment Lien. Owner hereby grants the Tax Payment Lien to CRC, thereby creating the Tax Payment Lien and encumbering the Joined Component Property in accordance with the terms and conditions of this Agreement. Owner acknowledges that the foregoing grant of the Tax Payment Lien: (i) creates the Tax Payment Lien; (ii) encumbers the Joined Component Property in accordance with the terms and conditions of this Agreement; and (iii) renews automatically every January 1 during the Term in the same priority (prior to any mortgage or other lien or encumbrance on the Joined Component Property, other than the statutory lien of current Real Estate Taxes not delinquent). (c) Letter of Credit. At any time when there is not a continuing Event of Default, Owner may elect to post a Letter of Credit. If Owner posts a Letter of Credit as permitted pursuant to this Subsection, then, during the term of such Letter of Credit, the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien shall not apply. If: (i) Owner has posted a Letter of Credit; and (ii) as of the date that is ten business days prior to the expiration of the term thereof, Owner has not posted a replacement Letter of Credit; then the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien once again shall apply until such time as Owner posts a replacement Letter of Credit pursuant to this Subsection. (d) Remedies. Whenever an Event of Default occurs, CRC may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement, including, without limitation, enforcing and/or foreclosing any Non -Payment Lien and/or the Tax Payment Lien (or, if Owner has posted a Letter of Credit such that the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien do not apply, making a draw against the Letter of Credit); (ii) protect its rights under this Agreement; (iii) enforce the performance or observance by Owner of any term or condition of this Agreement (including, without limitation, the right to specifically enforce any such term or condition); or (iv) cure, for the account of Owner, any failure of Owner to perform or observe a material term or condition of this Agreement to be performed or observed by it. Owner acknowledges and agrees that if, at anytime, CRC enforces and/or forecloses the Tax Payment Lien, then such enforcement and/or foreclosure shall have no effect on the Tax Payment Lien: (i) renewing automatically on the immediately following January 1 (and each January 1 thereafter during the Term) in the same priority (prior to any mortgage or other lien or encumbrance on the Joined Component Property, other than the statutory lien of current Real Estate Taxes not delinquent); (ii) securing payment of Real Estate Taxes and any PIATT Payments that become due and payable in the immediately following calendar year (and Z,Oocuments\Shoup, Jenny\City of Carmel\Parcel5\Baldwin 26Jul16 Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.v2.wpd -7- each calendar year thereafter during the Term); and/or (iii) being enforced and/or foreclosed by CRC in the immediately following calendar year (and/or any calendar year thereafter during the Term), even though the Tax Payment Lien may have been enforced and/or foreclosed by CRC in one or more previous calendar years. (e) Reimbursement. If CRC incurs any costs or expenses in connection with exercising its rights and remedies under, or enforcing, this Agreement (including, without limitation, costs or expenses to enforce and/or foreclose any Non -Payment Liens and/or the Tax Payment Lien), then Owner shall reimburse CRC for all such costs and expenses (including, without limitation, attorneys' fees and other legal costs), together with interest at the rate of 12% per annum. (f) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, CRC 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 CRC 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 CRC to exercise any of its rights or remedies, it shall not be necessary for CRC to give notice to Owner, other than such notice as may be required by this Section or by the Laws. All rights and remedies shall exercisable and enforceable with respect to the entirety of the Joined Component Property; for no purpose shall the exercise or enforcement of any right or remedy be limited to only to the Baldwin Component Property or the Chambers Component Property. 7. Indemnification. Owner shall indemnify and hold harmless CRC from and against any and all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or connected with the breach by Owner of any term or condition of this Agreement. The foregoing indemnification obligation of Owner shall survive the expiration of the Term. 8. Binding Effect. This Agreement: (a) shall run with the Joined Component Property; (b) bind the Owner and each successor owner of all or any portion of the Joined Component Property; and (c) inure to the benefit of CRC. 9. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by facsimile or email, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of receipt, addressed as follows: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana 46032, Facsimile: 317-844-3498, email: cmeyer@c armo'.i Attn. Corrie Meyer, with a copy to: Jennifer R. Shoup, Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, Facsimile: 317-231-9900, email: and to Owner at 770 3" Avenue Southwest, Carmel, Indiana 46032, Facsimile: 317-587-0340, email: rbro�ki-Igneeicor.net, Attn: Ron Brown. Either party may change its address for notice from time to time. 10. Authority. Each undersigned person executing this Agreement on behalf of CRC and Owner represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of CRC and Owner, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement have been authorized by CRC and Owner, respectively. 11. Miscellaneous. This Agreement: (a) may be executed in separate counterparts, each of which shall be an original, but all of which together shall constitute a single instrument; (b) shall be governed by, and Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin MUM Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.\2.wpd -8- construed in accordance with, the laws of the State of Indiana; and (c) may be modified only by a written agreement signed by both CRC and Owner. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. 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. Owner waives, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right Owner may have to: (i) assert the doctrine of "forum non conveniens"; or (ii) object to venue. At the request either party, accompanied by execution copies, the other party shall execute and deliver a memorandum of this Agreement for recording. This Agreement shall restate and replace in all respects the Initial Baldwin Agreement and the Initial Chambers Agreement Z:1Documents\Shoup, Jenny\City of Carmel\Parcel 51Baldwin 26Ju116 Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.v2.wpd -9- IN WITNESS WHEREOF, CRC and Owner have executed this Agreement as of the date set forth above. STATE OF INDIANA COUNTY OF Qhl SS: ACKNOWLEDGMENT THE CITY OF CARMEL RIDE OP NT COMQAi ION By: Printed: p✓�V�1 C'• Qllr�2s Title: V Before me, a Nota Pub 'c iin and for the State of Indiana, personally appeared kil 0�►/ r' the VLEt reyi deAt of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Baldwin Component and Chambers Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 0 day of July, 2016. MfCHAEL EDWARD LEE Notary Public - Sea! State of Indiana My CORPRI9SSIpn Expires Jan 17, 2019 My commission expires: I am a resident of County,. By: Notary Public Printed Name: Z:1Documents\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin 26Jul16 Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.v2.wpd -1 0- ACKNOWLEDGMENT STATE OF INDIANA ) SS: COUNTY OF ) THE CITY OF CARMEL REDEVELOPMENT C?MPSSION Printed:�- Title: oc fe 11B fore me, a Notary Public in and for the State of Indiana, personally appeared i"\l e , the 5e-jy-Lhru of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Baldwin Component and Chambers Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 2 6,+hday of July, 2016. MICHAEL EDWARD LEE Notary Public - Seal State of Indiana My Commission Expires Jan 17, 2019 My commission expires: I am a resident of County, Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin Component\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers.Q.wpd -1 1 - By: Notary Public Printed Name: 26Ju116 ACKNOWLEDGMENT STATE OF INDIANA ) YJfAj ) SS: COUNTY OF �� ) CCC PHASE 11, LLC By: Printed: atk1V1_.0 Si �e_jr Title: Swiw V I a, Pres 1 dty-1 f J ( efore me, a Notary P bli in and for the State of Indiana, personally appeared j the (v Vi f CC Phase II, LLC, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Baldwin Component) for and on behalf of such entity. Witness my hand and Notarial Seal this day of July, 2016. L-INDSEY ELLEN HOUGLAND � 5 ,.. •,gym i %•Horn?`. 'Notary Public, State of Indiana By: _ =:t• Hamilton County 6 otary P jic $ SEAS% Commission N 640080 My Commission Expires November 26, 2020 Printed Name: My commission expires: UZO I am a resident of �MiCounty, Return after recording to City of Carmel, Indiana, One Civic Square, Carmel, Indiana 46032, Attn: Corrie Meyer. This instrument was prepared by Jennifer R. Shoup, Attorney -At -Law, Wallack Somers & Haas, One Indiana Square, Suite 2300, Indianapolis, Indiana, 46204. 1 affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Jennifer R. Shoup. ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Baldwin 26Jul16 Component\Baidwin PIAMCorroned AR PIATT Agreement -Baldwin & Chambers -1 2- INDEX TO EXHIBITS Exhibit A-1 Joined Component Site Depiction Exhibit A-2 Joined Component Site Description Exhibit B Combined Increment Projection - Year by year Z:\Documents\Shoup, JennylCity of Carmel\Parcel 50aldwir 26Jul16 Comporent\Baldwin PIATT\Combined AR PIATT Agreement -Baldwin & Chambers. v2.wpd -1 3- ill `�' - �1■� IL Is] e MlP—n 9 z 3 3 EvViibi+ A- Q Donald R. MossonDonald Page 1 7/20/2016 M`.\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\14-040 Baldwin -Chambers Parcel Version Two.doc Baldwin -(Chambers Land Description A portion of the property of CCC Phase II, LLC & CCC Nash, LLC A part of Instrument Numbers 2013021629 & 2013074647 August 10, 2015 A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second Principal Meridian, Clay Township, Hamilton County, Indiana, being further defined from elevation 829.50 feet (NGVD 1929) and above, more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East (Basis of Bearings assumed from the Limited Warranty Deed granted to CCC Phase II, LLC (recorded as Instrument Number 2013021629 in the Office of the Recorder of Hamilton County, Indiana)) 714.91 feet along the East Line of said Northeast Quarter to the easterly projection of the northern line of the 0.113-acre tract of land vacated to CCC Nash, LLC and CCC Phase II, LLC ("former right-of-way") (recorded as Instrument Number 2013074647 in said Recorder's Office); thence South 89 degrees 59 minutes 31 seconds West 59.00 feet along said projection to the northeastern corner of said former right-of-way, being the POINT OF BEGINNING of this description; thence South 00 degrees 13 minutes 54 seconds East 106.08 feet along the eastern line of said former right-of-way and parallel with said East Line to the easterly projection of. the northern line of the 0.967-acre tract of land granted to CCC Nash, LLC ("Nash tract") (recorded as Instrument Number 2012080283 in said Recorder's Office); thence North 90 degrees 00 minutes 00 seconds West 166.76 feet along said projection and boundary of said Nash tract to the northwestern corner thereof; thence North 00 degrees 00 minutes 00 seconds East 13.01 feet; thence South 90 degrees 00 minutes 00 seconds West 93.98 feet; thence North 00 degrees 00 minutes 00 seconds East 101.31 feet to the southern line of a 2,274.0-square-foot parking area; thence North 89 degrees 59 minutes 31 seconds East 90.09 feet along the southern line of said parking area to course number seventy-three as recited in the 3.192-acre tract of land granted to the City of Carmel Redevelopment Commission (recorded as Instrument Number 2011064474 in said Recorder's Office) ("Garage tract"); thence South 00 degrees 00 minutes 29 seconds East 8.28 feet along said course number seventy-three; thence North 89 degrees 59 minutes 31 seconds East 170.23 feet along said course number seventy-two as recited in said Garage tract and the northern line of said former right-of-way to the POINT OF BEGINNING, containing 27,155.2 square feet (0.623 acres), more or less. EXIN4K 8 CARMEL CITY CENTER ASSESSMENT PROJECTIONS FOR BALDWIN/CHAMBERS BUILDING Assuming: RE Tax Rate Pass Thru for TIF: 1,84530% Assuming: Growth rate in the assessed value_ _ _ 0.00% ... ... .. i All numbers are estimates and Constr End: 6/1/2018 subject to revisions. Current Assessed Value - Tax Rite ESTIMATED Tax Pavment .i 'FF7 VrWFU IF 05/10/14 1.8453% - 11/10/14 1.8453% - 05/10/15 1.8453% - 11/10/15 1,8453% - 05/10/16 1.9453% - 1 11/10/16 1.8453% - 05/10/17 1.8453% - 2 11 /10/17 1.8453% 05/10/18 1.8453% - 3 11/10/18 1.8433% - 05/10/19 4,766,051 1.8453% 43,974 4 11/10/19 4,766,051 1,8453% 43,974 05/10/20 9,532,101 1.8453% 87,948 5 11/10/20 9,532,101 1.8453% 87,948 05/10/21 9,532,101 1.8453% 87,948 6 11/10/21 9,532,101 1.8453% 87,948 05/10/22 9,532,101 1.8453% 87,948 7 11/10/22 9,532,101 1.8453% 87,948 05/10/23 9,532,101 1.8453% 87,948 8 11/10/23 9,532,101 1.8453% 87,948 05/10/24 9,532,101 1.8453% 87,948 9 11/10/24 9,532,101 1.8453% 87,948 05/10/25 9,532,101 1.8453% 87,948 10 11/10/25 9,532,101 1,8453% 87,948 05/10/26 9,532,101 1.8453% 87,948 11 11/10/26 9,532,101 1.8453% 87,948 05/10/27 9,532,101 1.8453% 87,948 12 11/10/27 9,532,101 1.8453% 87,948 05/10/28 9,532,101 1.8453% 87,948 13 11/10/28 9,532,101 1.8453% 87,948 05/10/29 9,532,101 1.8453% 87,948 14 11/10/29 9,532,101 1.8453% 87,948 05/10/30 9,532,101 1.8453% 87,948 15 11/10/30 9,532,101 1.8453% 87,948 05/10/31 9,532,101 1.8453% 87,948 16 11/10/31 9,532,101 1.8453% 87,948 05/10/32 9,532,101 1.8453% 87,948 17 11/10/32 9,532,101 1.8453% 87,948 05/10/33 9,532,101 1,8453% 87,948 18 11/10/33 9,532,101 1.8453% 87,948 05/10/34 9,532,101 1.8453% 87,948 19 11/10/34 9,532,101 1,8453% 87,948 05/10/35 9,532,101 1,8453% 87,948 20 11/10/35 9,532,101 1.8453% 87,948 05/10/36 9,532,101 1.8453% 87,948 21 11/10/36 9,532,101 1.8453% 87,948 05/10/37 9,532,101 1.8453% 87,948 22 11/10/37 9,532,101 1.8453% 87,948 05/10/38 9,532,101 1.8453% 87,948 23 11/10/38 9,532,101 1.8453% 87,948 05/10/39 9,532,101 1.8453% 87,948 24 11/10/39 9,532,101 1.8453% 87,948 05/10/40 9,532,101 1.8453% 87,948 25 11/10/40 9,532,101 1.8453% 87,948 3,781,761 3,403,585