HomeMy WebLinkAboutEconomic Development Agreement a i-i cp rt ct- I c l�
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT(the"Agreement") is made and entered into as
of the_day of August, 2003, by and between: (a)the City of Carmel Redevelopment Commission (the
"Commission"),the governing body of the Department of Redevelopment of the City of Carmel, Indiana,and
the Redevelopment District of the City of Carmel, Indiana (the "Redevelopment District"); and (b) Clarian
Health Partners, Inc., a corporation organized under the laws of the State of Indiana (the "Company"),
WITNESSETH:
WHEREAS,the Commission desires to stimulate and induce economic development in an economic
development area,which area (the"Area")is proposed to be: (a)established by the Commission pursuant
to Indiana Code 36-7-14 and Indiana Code 36-7-25, each as amended from time to time (collectively, the
"Act"); (b)designated as the"North Illinois Street Economic Development Area";and(c)located as shown
on the map attached hereto as Exhibit A; and
WHEREAS, the Company has approached the Commission regarding the proposed construction
of a new hospital facility, medical office building, and related improvements within the Area, which facility,
building, and improvements (collectively, the "Project") are: (a) more specifically described in Exhibit B
attached hereto; and (b) being constructed for the purpose of providing medical services to the citizens of
the City of Carmel, Indiana (the"City"); and
WHEREAS, the Company has proposed to construct the Project on a certain parcel of property
generally located directly to the north of 116`h Street and in the area between Spring Mill Road and U.S.31, •
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which parcel(the"Property"or"Area 1-A"):(a)is located as shown on the map attached hereto as Exhibit C;
and (b)will be described by a survey to be provided by the Company to the Commission; and
WHEREAS, the Company has requested the completion of certain public infrastructure
improvements within the Area, as more specifically described in Exhibit D-1 attached hereto (collectively,
the"Infrastructure Improvements"),which Infrastructure Improvements shall be completed:(a)in conjunction
with the Project; and (b) in accordance with locally-accepted construction standards and final plans and
specifications approved by, the Board of Public Works and Safety of the City (the "Board"); and
WHEREAS,the Commission has determined that it is in the best interests of the citizens of the City
to have the Infrastructure Improvements completed in conjunction with the completion of the Project, and,
therefore,the Commission desires to take certain actions in order to cause the Infrastructure Improvements
to be completed in conjunction with the completion of the Project; and
WHEREAS,the Property is located directly outside the corporate limits of the City,and the Company
proposes to petition,or to cause the petition of,the City for voluntary annexation of the Property into the City
corporate limits; and
WHEREAS, upon any such annexation, the Commission proposes to take such actions as are
necessary to designate the Area as an economic development area and a tax increment finance allocation
area (the "Allocation Area") pursuant to the Act; and
WHEREAS,the Commission has determined that,if the Project were to be completed,then: (a)the
Project would produce tax increment revenue; and (b) it would be feasible for the Commission to finance
the completion of the Infrastructure Improvements through issuance of tax increment revenue bonds payable
from such increment,but only with credit enhancement provided by a Company guaranty of such bonds;and
WHEREAS, to stimulate and induce the completion of the Project in order to produce such
increment and finance the completion of the Infrastructure Improvements, the Commission has agreed,
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subject to the completion of further proceedings as required by law and the satisfaction of all other
requirements as imposed by law(collectively, the "Legal Requirements"), to issue tax increment revenue
bonds, as authorized by the Act and payable from tax increment revenue produced by the Project, but only
with credit enhancement provided by a Company guaranty of such bonds; and
WHEREAS, the Company agrees to complete the Project as described herein;
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(the"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.
ARTICLE II. MUTUAL ASSISTANCE
2.01 Mutual Assistance. The parties agree, subject to completion and satisfaction of the Legal
Requirements, to: (a) take such actions, including the execution and delivery of such documents,
instruments, petitions and certifications (and, in the case of the Commission, the adoption of such
resolutions), as may be necessary or appropriate, from time to time, to carry out the terms, conditions,
provisions and intent of this Agreement; and (b) aid and assist each other in carrying out said terms,
conditions, provisions and intent.
ARTICLE III. PROJECT DEVELOPMENT
3.01 Donation; Annexation. Subject to the performance by the Commission of its obligations
under this Agreement, the Company shall: (a) acquire the Property; (b) commence construction of the
Project not later than December 31, 2003; (c) construct the Project in coordination with the Commission's
contractors constructing the Infrastructure Improvements;and (d)complete the construction of the Project
not later than September 1,2005;subject, in all cases,to permitted delays for which Section 3.04 provides;
and provided that the Commission may postpone laying the finishing/top coats of asphalt until the
construction of the Project has progressed to the point that heavy construction equipment no longer is
present on the Property. The Company also agrees to donate to the City,through the Board or as otherwise
instructed by the City, the public right-of-way described on Exhibit D-2 attached hereto (the"Right-of-Way
Donation"),which Right-of-Way Donation shall be made without any charge to, or compensation from,the
Commission, the City, the Board, or any other department, board, agency, or instrumentality of the City
(collectively,the"City Agencies"). The Company further agrees: (a)to petition,or cause the petition of,the
City for voluntary annexation of the Property into the City boundaries (the "Annexation"); (b) to take such
other actions as are required to complete the Annexation; provided that the Company shall be entitled to
withdraw, or cause the withdrawal of, such petition, and the Property shall not be annexed into the City
boundaries if the Property is not acquired by the Company or an affiliate of the Company(the"Affiliate");and
(c)that, in the event of a default by the Company under this Section, the Commission may: (i) specifically
enforce the performance by the Company of its obligations hereunder;(ii)enjoin the default by the Company
hereunder;and/or(iii)exercise any other remedies available at law or in equity with respect to such default.
3.02 Conditions Precedent. Notwithstanding anything contained herein to the contrary, the
Company's obligations under this Agreement shall be contingent upon: (a) the Company's acquisition (or
the acquisition by an Affiliate)of the Property from NRC Corp.and Valley Development Co., Inc. ("Seller"),
in accordance with that certain Sale and Purchase Agreement entered into between the Company and the
Seller dated December 20, 2002, and the closing of the transactions contemplated therein; (b) the
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satisfaction of the conditions precedent to the Commission's obligations set forth in clause (d) of
Section 4.02; and (c)the performance by the Commission of its obligations under this Agreement.
3.03 Permitted Delays. Whenever performance is required of any party hereunder, such party
shall use all due diligence and take all necessary measures in good faith to perform;provided,however,that
if completion of performance shall be delayed at any time by:(a)reason of acts of God,war,civil commotion,
riots,strikes,picketing,or other labor disputes,unavailability of laborormaterials,delay in procuring permits,
approvals and other required authorizations from governmental authorities,or damage to work in progress
by reason of fire or other casualty or similar causes beyond the reasonable control of a party; or(b)in the
case of the construction by the Commission of that portion of the Infrastructure Improvements identified on
Exhibit D-1 as the Spring Mill Improvements,delays in acquiring the necessary right-of-way for the appraised
value or a negotiated amount, including, but not limited to, delays resulting from condemnation litigation;
then the time for performance as herein specified shall be appropriately extended by the time of the delay
actually caused by such circumstances. If: (a) there should arise any permitted delay for which the
Commission or the Company is entitled to delay its performance under this Agreement; and (b) the
Commission or the Company, respectively, anticipates that such permitted delay will cause a delay in its
performance under this Agreement;then the Commission or the Company,respectively,agrees to provide
written notice to the other party of the nature and the anticipated length of such delay, which notice shall
comply with the terms and conditions of Section 6.09.
ARTICLE IV. USE OF TAX INCREMENT
4.01 Financing Infrastructure Improvements. As mandated by law,and to complete and satisfy
all of the Legal Requirements, the Commission shall take suchtactions as are required for:(a)creating the •
Area; (b)designating the Area as an Allocation Area; and (c)causing the Redevelopment District to issue
tax increment revenue bonds, as authorized by the Act (the "Bonds"), which Bonds shall be payable from
tax increment revenue produced by the Project (the "Increment"). Subsequent to the issuance and the
purchase of the Bonds, and subject to the performance by the Company of its obligations under this
Agreement,the Commission shall: (a)cause the Board to: (i)commence construction of the Infrastructure
Improvements as soon as reasonably possible;(ii)construct the Infrastructure Improvements in coordination
with the Company's contractors constructing the Project; (iii)complete the construction of the Infrastructure
Improvements not later than July 1, 2005,and in accordance with the terms and conditions of Exhibit D-1;
and(iv)during construction of the Infrastructure Improvements,provide to the Company and its contractors
access to the Property as is customary for the coordinated construction of infrastructure improvements and
a project similar in nature to the Infrastructure Improvements and the Project; subject, in all case, to
permitted delays for which Section 3.04 provides; and (b) pay the costs of constructing the Infrastructure
Improvements. The Company shall guarantee payment of the Bonds to the extent of $1.1 million of
Increment per year(the"Guaranty"),which Guaranty shall be in customary form and substance and subject
to the reasonable satisfaction and approval of the respective counsels for the Commission and the
Company. The Commission is undertaking its obligations under this Section:(a)for the public benefits and
purposes identified and described in the Recitals; and (b)in consideration of the Company completing the
Project, guaranteeing the Bonds, and performing its other obligations under this Agreement.
4.02 Conditions Precedent. Notwithstanding anything contained herein to the contrary, the
Commission's obligations under this Agreement shall be contingent upon:(a)the Company's acquisition(or
acquisition by an Affiliate) of the Property from Seller; (b)completion of the Annexation; (c) completion of
the Right-of-Way Donation; (d) the purchase and sale of the Bonds; (e) execution and delivery of the
Guaranty as provided in Section 4.01; (f) execution and delivery to the Commission of the Agreement
Regarding Appeals as defined and provided in Section 4.04; (g)execution and delivery to the Commission
of the Agreement to Make Payments as defined and provided in Section 4.05; (h) execution and delivery
to the Commission of the Demolition or Reuse Agreement as defined and provided in Section 4.06;
(i)execution and delivery to the Commission of the Agreement Regarding Remonstrances, as defined and
provided in Section 4.07;(j)execution and delivery of the Mortgage as defined and provided in Section 4.08;
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and (k)the reasonable determination by Commission that the net proceeds from the purchase and sale of
the Bonds will equal or exceed the aggregate of: (i)the costs to construct the Infrastructure Improvements;
plus (ii) the costs to construct the additional public infrastructure improvements, as more specifically
described in Exhibit D-3 attached hereto;plus(iii)the costs to acquire the right-of-way,as more specifically
described in Exhibit D-4 attached hereto. Notwithstanding anything contained herein to the contrary, all of
the Commission's obligations under this Agreement shall be contingent upon:(a)completion and satisfaction
of each and every Legal Requirement;and(b)the performance by the Company of its obligations under this
Agreement.
4.03 Tax Increment Revenues. The Commission and the Company each acknowledge that the
estimated Increment of $1.6 million per year that will be available from the Project for repayment of the
Bonds was prepared by H.J. Umbaugh based on: (a)2003 property tax rate information from the Office of
the Hamilton County Auditor based on the assumption that the Annexation will be completed; and
(b) information provided by the Office of the Assessor, which office prepared estimates of the assessed
values for the Project based on the plans,drawings,and other information provided by the Company. The
estimated Increment was reduced(and the actual Increment will be reduced)by the amount of the credit for
which IC 36-7-14-39.5 provides. The Company acknowledges that: (a) the Commission has made no
representation and undertaken no obligation with respect to the amount of Increment that will be available
for repayment of the Bonds; (b) if, in any year, the Increment that is available for repayment of the Bonds
is less than$1.1 million (the"Deficit"),then a payment will be due under the Guaranty in the amount of the
Deficit for that year; (c) the Commission has no obligation to the Company, any Affiliate, or any purchaser
or holder of the Bonds with respect to the amount of Increment that will be available for repayment of the
Bonds,any Deficit,or any payment due or made under the Guaranty; (d)possible Deficits and the resulting '
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payments due under the Guaranty are a risk undertaken solely by the Company; (e) if, in any year, the
Increment that is available for repayment of the Bonds is more than $1.1 million per year(the "Excess"),
then the Excess: (i) shall not be subject to the terms and conditions of this Agreement; and (ii) may be
applied or used as the Commission determines in its sole and absolute discretion;and (f)to the extent that
the costs of constructing the Infrastructure Improvements are less than the net proceeds from the purchase
and sale of the Bonds(the"Savings"),the Savings may be applied or used as the Commission determines
in its sole and absolute discretion but in compliance with the terms and conditions of this Agreement.
4.04 Agreement Not to Appeal Assessed Value. The Company agrees that, for the life of the
Bonds(not exceeding 20 years), it will not, absent manifest error, challenge or appeal the assessed value
of the Project to the extent that doing so would cause the assessed value of the Project to be less than
$135 million. The obligations of the Company under this Section shall be set forth in a separate written
agreement(the"Agreement Regarding Appeals"),which Agreement Regarding Appeals shall:(a)be in form
and substance subject to the reasonable satisfaction and approval of the respective counsels for the
Commission and the Company; and (b) provide that, in the event of a default by the Company under the
Agreement Regarding Appeals, the Commission may: (i) specifically enforce the satisfaction by the
Company of its obligations thereunder;(ii)enjoin the default by the Company thereunder;and/or(iii)exercise
any other remedies available at law or in equity with respect to such default.
4.05 Agreement to Make Payments in Lieu of Taxes. If the Area 1-A parcel (i.e., the parcel(s)
of the Property on which the Project will be constructed),a legal description and map of which are attached
hereto as part of Exhibit C (the"Project Parcel"), becomes non-taxable in full or in part at any time during
a period of 62 years beginning on the date that the Bonds are issued, then the Company shall cause to be
paid to the City an amount equal to the amount of taxes that would be payable to all applicable taxing
authorities during such period if the Project Parcel were taxable in full by all applicable taxing authorities at
the rates that would be applicable,reflecting any increases in taxes that would have paid during such period
(the"Alternate Payments"). The obligation of the Company to make Alternate Payments shall be set forth
in a separate written agreement(the"Agreement to Make Payments"),which Agreement to Make Payments
shall: (a) provide for Alternate Payments to be made in semi-annual installments on the same dates that
installments of taxes are due; (b) be in form and substance subject to the reasonable satisfaction and
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approval of the respective counsels for the Commission and the Company; and (c) be secured by the
Mortgage.
4.06 Demolition or Reuse upon Cessation of Operations. If the Company(or an Affiliate)ceases
operations on the Project Parcel for a period of at least two years (the "Cessation Period"), then, by the
expiration of the Cessation Period, the Company (or an Affiliate) either shall have: (a) demolished all
buildings and other facilities on the Project Parcel and re-graded the Project Parcel after demolition so that
_it_is ready for redevelopment; or(b)implemented a reuse of the buildings and other facilities on the Project
Parcel that is permitted by:(i)the zoning ordinances of the City currently in effect as applicable to the Project
Parcel on the date hereof; or (ii) the Clarian North Hospital Campus Planned Unit Development District
(Ordinance No.Z-409-03),as finally passed by the Common Council of the City(collectively,the"Permitted
Uses"). The obligations of the Company under this Section shall be set forth in a separate written
agreement(the"Demolition or Reuse Agreement"),which Demolition or Reuse Agreement shall:(a)provide
that operations on the Project Parcel have ceased on the first date that the buildings and other facilities on
the Project Parcel no longer are being used primarily and actively for a Permitted Use (the "Cessation
Date"), notwithstanding that minor portions of such buildings and other facilities actively may be used for a
Permitted Use;(b)provide that the period of operations on the Project Parcel being ceased continues until,
for six consecutive months, the buildings and other facilities on the Project Parcel again are being used
primarily and actively for a Permitted Use,notwithstanding that portions of such buildings and other facilities
may be used for a Permitted Use on a short-term basis of less than six consecutive months; provided that,
if,on the date that the Cessation Period would end,the primary active use of the buildings and other facilities
on the Project Parcel again is a Permitted Use, but such use has not yet continued for six consecutive
months,then the Cessation Period shall be extended so that it expires on the date six months after such use s'
commenced; (c) be in form and substance subject to the reasonable satisfaction and approval of the •
respective counsels for the Commission and the Company; and (d) be secured by the Mortgage.
4.07 Remonstrances with Respect to Future Actions. The Company agrees that it shall not object
to, or remonstrate against: (a) any application or use of any Excess or Savings as the Commission
determines in its sole and absolute discretion; provided that the Commission shall not apply or use any
Excess or Savings to fund improvements being made in response to, or in conjunction with, a particular
project being undertaken by another full-service or specialty hospital; (b)before the maturity of the Bonds,
any: (i) change in, or expansion or contraction of, the Area or the Allocation Area; (ii)consolidation of the
Area, the Allocation Area, or any part thereof with any other economic development area and/or tax
increment finance allocation area;or(iii)division of the Area or the Allocation Area into two or more separate
economic development areas and/or tax increment finance allocation areas; provided that such change,
expansion, contraction, consolidation, or division does not preclude or endanger there being at least
$1.1 million of Increment per year for payment of the Bonds; (c) after the maturity of the Bonds, any:
(i)change in, or expansion or contraction of, the Area or the Allocation Area; (ii)consolidation of the Area,
the Allocation Area, or any part thereof with any other economic development area and/or tax increment
finance allocation area;or(iii)division of the Area or the Allocation Area into two or more separate economic
development areas and/or tax increment finance allocation areas;(d)before the maturity of the Bonds,any
issuance of tax increment revenue bonds payable from an Excess; and (e)after the maturity of the Bonds,
any issuance of tax increment revenue bonds payable from the Increment. The obligations of the Company
under this Section shall be set forth in a separate written agreement (the "Agreement Regarding
Remonstrances"),which Agreement Regarding Remonstrances shall:(a)be in form and substance subject
to the reasonable satisfaction and approval of the respective counsels for the Commission and the
Company;and (b) provide that, in the event of a default by the Company under the Agreement Regarding
Remonstrances, the Commission may: (i) specifically enforce the satisfaction by the Company of its
obligations thereunder; (ii) enjoin the default by the Company thereunder; and/or(iii) exercise any other
remedies available at law or in equity with respect to such default.
4.08 Mortgage to Secure Company Obligations. The Company shall execute and deliver to the
Commission a mortgage (the"Mortgage")securing the obligations of the Company under the Agreement
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to Make Payments,and the Demolition or Reuse Agreement(collectively,the"Secured Agreements"),which
Mortgage shall: (a) grant to the Commission a mortgage on the entirety of the Project Parcel, the lien of
which shall be: (i) subject and subordinate only to a proposed ground lease with Clarian North LLC, as
tenant (the "Ground Lease"), which Ground Lease shall provide: (A) throughout the term of the Ground
Lease for payment of rent(the"Ground Rent")in an amount that has been established through a legitimate
"arm's length" negotiation between parties of equivalent bargaining strength; and (B) if the Mortgage is
foreclosed, that, at the election of the landlord, some or all of the obligations of the landlord under the
Ground Lease (the "Landlord Obligations") shall be transferred to, and undertaken by, the tenant, to the
extent that: (1) the Ground Lease may become "absolutely net" to the landlord (i.e., the tenant will be
obligated to pay all taxes, utility charges, insurance premiums, maintenance costs, and all other expenses
associated with the leased premises);and(2)the landlord may have no obligations of any nature under the
Ground Lease,except for a covenant of quiet enjoyment;provided that,to the extent that the landlord elects
to have Landlord Obligations transferred to, and undertaken by, the tenant, the annual Ground Rent shall
be reduced by the reasonable annual costs that will be incurred by the tenant to perform the Landlord
Obligations that have been transferred to, and assumed by, the tenant; and (ii) otherwise in all regards
equivalent to the lien of real estate taxes in the State of Indiana; (b) provide that, if the Company (or an
Affiliate)formally asserts that any or all of its obligations under any or all of the Secured Agreements are
unenforceable, then the Mortgage may be foreclosed immediately; provided that this provision in the
Mortgage shall not apply to any such assertion made with respect to a particular obligation under a Secured
Agreement if, at the time of the assertion, there is in effect, independent of any action by the Company (or
an Affiliate), a law (i.e., a statute or a published decision by a court of competent jurisdiction) invalidating
in the State of Indiana existing obligations of other parties that are substantially the same in nature as the
particular obligation of the Company with respect to which the assertion is made; (c) be in form and
substance subject to the reasonable satisfaction and approval of the respective counsels for the •
Commission and the Company; and (d) be recorded in the Office of the Hamilton County Recorder.
ARTICLE V.AUTHORITY
5.01 Actions. The Commission represents and warrants that, subject to completion and
satisfaction of the Legal Requirements, it has taken or will take such action(s) as may be required and
necessary to enable the Commission to execute this Agreement and to carry out fully and perform the terms,
covenants, duties and obligations on its part to be kept and performed as provided by the terms and
provisions hereof. The Company represents and warrants that it has taken or will take such action(s) as
may be required and necessary to enable the Commission to execute this Agreement and to carry out fully
and perform the terms, covenants, duties and obligations on its part to be kept and performed as provided
by the terms and provisions hereof.
5.02 Powers. The Commission represents and warrants that, subject to completion and
satisfaction of the Legal Requirements,it has full constitutional and lawful right, power and authority, under
currently applicable law to: (a) issue the Bonds; and (b) execute and deliver and perform its obligations
under this Agreement, including, but not limited to, the right, power and authority, subject to the conditions
described herein,to construct the Infrastructure Improvements. Accordingly,this Agreement constitutes the
legal, valid and binding obligation of the Commission, enforceable in accordance with its terms and
conditions, and does not require the consent of any other governmental authority, except as set forth in
Exhibit F attached hereto. The Company represents and warrants that it has full and lawful right,power and
authority, under currently applicable law to: (a) guarantee the Bonds; and (b) execute and deliver and
perform its obligations under this Agreement, including, but not limited to, the right, power and authority,
subject to the conditions described herein,to construct the Project. Accordingly,this Agreement constitutes
the legal, valid and binding obligation of the Company, enforceable in accordance with its terms and
conditions, and does not require the consent of any other authority or entity.
5.03 Authorized Parties. Whenever under the provisions of this Agreement and other related
documents and instruments or any supplemental agreement,request,demand,approval,notice or consent
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of the Commission or the Company is required, or either of such parties is required to agree or to take an
action at the request of the other party, such approval or such consent or request shall be given (unless
otherwise provided herein or prohibited by law)for the Commission by the President of the Commission or
his or her designee, and for the Company by any officer or agent of the Company so authorized (in any
event, the officers or agents executing this Agreement are so authorized); and any person shall be
authorized to act on any such agreement,request,demand,approval, notice or consent or other action and
none of the parties hereto shall have any complaint against the other as a result of any such action taken.
ARTICLE VI. GENERAL PROVISIONS
6.01 Indemnity. The Company covenants and agrees at its expense to pay and to indemnify and
save the Commission, the City, all City Agencies, and their respective members, officers, employees,
agents, and representatives (collectively, 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 development activities with respect to the
Project, except to the extent that such claims, damages, demands, expenses or liabilities arise by reason
of the negligent act or omission of the Commission, the City or other Indemnitees.
6.02 Relationship; Waivers. Nothing contained in this Agreement shall be construed as:
(a)creating either a joint venture or partnership relationship between the Commission and the Company(or
any Affiliate); (b) waiving or varying the obligation of the Company to: (i) comply with the terms and
conditions of all laws, including, but not limited to, the zoning and other ordinances of the City (the
"Ordinances"); or(ii) complete all other proceedings as required by law and satisfy all other requirements
as imposed by law, including, but not limited to, obtaining all approvals required by the Ordinances; or
(c) committing or indicating that the Clarian North Hospital Campus Planned Unit Development District
(Ordinance No.Z-409-03)will be passed by the Common Council of the City or approved by any other City
Agency,either as:(i)currently proposed by the Company;or(ii)as modified by the Company to address the
requirements of any City Agency or in an attempt by the Company to obtain the approval of any City Agency.
6.03 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.
6.04 Breach. Before any failure of either party to perform its obligations under this Agreement
shall be deemed to be a breach of this Agreement,the party claiming such failure shall notify,in writing,the
party alleged to have failed to perform such obligation and shall demand performance. No breach of this
Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction
of the complaining party within 30 days of the receipt of such notice. If after said notice,the breaching party
fails to cure the breach,the non-breaching party may seek any remedy available at law or equity, including
the remedy of injunction and/or specific performance.
6.05 Amendment. This Agreement,and any exhibits attached hereto,may be amended only by
the mutual consent of the parties, by the adoption of a resolution of the Commission approving said
amendment,as provided by law,and by the execution of said amendment by the parties or their successors
in interest.
6.06 No Other Agreement. Except as otherwise expressly provided herein and in the Agreement
by and between the Commission and the Company with respect to the payment or reimbursement by the
Company of certain costs (the "Reimbursement Agreement"), this Agreement and the Reimbursement
Agreement:(a)supersede all prior agreements, negotiations and discussions relative to the subject matter
hereof; and (b) are a full integration of the agreement of the parties.
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6.07 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.
6.08 Indiana Law. This Agreement shall be construed in accordance with the laws of the State
of Indiana.
6.09 Notices. All notices and requests required pursuant to this-Agreement Shall be deemed
sufficiently made if delivered, as follows:
To the Company:
Barrett Evans
Clarian Health Partners, Inc.
1812 North Capitol Avenue
P.O. Box 1367
Indianapolis, Indiana 46206-1367
With copies to:
Norman G. Tabler, Jr.
Clarian Health Partners, Inc.
1812 North Capitol Avenue, Room 342
P.O. Box 1367
Indianapolis, Indiana 46206-1367
To the Commission:
City of Carmel Redevelopment Commission
One Civic Square
Carmel, Indiana 46032
Attention: President
or at such other addresses as the parties may indicate in writing to the other either by personal delivery,
courier, or by certified 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.
Any party providing notice to the Commission shall additionally provide a copy of such notice to:
City of Carmel, Indiana
One Civic Square
Carmel, Indiana 46032
Attention: Mayor
and
Wallack Somers & Haas, P.C.
One Indiana Square
Suite 1500
Indianapolis, IN 46204
Attention: Karl P. Haas
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6.10 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.
6.11 Recordation of Agreement. At the request of any party hereto,the parties hereby agree to
execute and deliver the original of this Agreement or a Memorandum thereof in proper form for recording
in the appropriate property or governmental records.
6.12 Consent or Approval. Except as otherwise provided herein,whenever consent or approval
of any party is required, such consent or approval shall not be unreasonably withheld.
6.13 Assignment. The rights and obligations contained in this Agreement may not be assigned
by the Company(or Affiliate)without the express prior written consent of the Commission;provided that the
Company may transfer its rights and obligations hereunder to an Affiliate of the Company upon notice to but
without the consent of the Commission, but any such transfer to an Affiliate of the Company shall not have
the effect of releasing the Company from its obligations hereunder. The Commission may delegate its rights
and obligations hereunder to the City,the Board, or any other City Agency.
6.14 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.
•
9
IN WITNESS WHEREOF, the parties have duly executed this Agreement pursuant to all requisite
authorizations as of the date first above written.
CITY OF CARMEL REDEVELOPMENT
COMMIS�N
Bye"
Printed Fbolv0 4'144:4-
President
•
Printed 1//li S - r<-(s 5 e y
ssecx®tary-
CLARIAN HEALTH PARTNERS, INC.
By Qe .
Printed LS' vP -S&y
Title -4< .tea Glees J/
ATTEST:
By - ; y�^��^A/
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SCALE: 1-=50D'
The Area is an economic development area that is proposed to be established by the
Commission pursuant to Indiana Code 36-7-14 and Indiana Code 36-7-25, each as
amended from time to time, that: (a) will be designated as the "North Illinois Street
Economic Development Area';(b)will include Area 1-A,as shown below,together with the
remainder of the land shown below that is bounded: (i) on the east by U.S, 31 (Meridian
Street); (ii) on the south by 116`" Street; (iii)on the west by Spring Mill Road; and (iv) on
the north by the line denominated "North Line" below; and (c) at the election of the
Commission, may include land in addition to that shown below.
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AMERICAN CONSULTING, I INC. OATS: Auqusl 7, Z0C3 SHEET No,
Architects 7260 SHADELAND STATION 1
Cons¢ltsntn
IN➢IANAPOLIS, IN 46256/917 ORAYM BY cM►1 of
EogirneerS (317)5474SH FAX ;3171 543-{1Z70 J09 N0, 2002092C 2
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EXHIBIT "B" ill
. 1....1 ,.....,
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PROJECT
The building and improvements consist of a five (5) story hospital and medical office
building, central utility plant, surface parking areas, on-site retention, landscaping and
related improvements as generally depicted above. The "Project" does not include
Illinois Street or 116th Street which is depicted above.
0' I
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PIMIIIIIMMINIIMII
SCALE: 1-=500'
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NORTH LINE.W1/2.SW 1/4,SEC.35,T18N,R3E 4 Q
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EXHIBIT " O "
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§ PROPERTY / AREA 7-A
AMERICAN CONSULTING, INC. DATE: August 7, 2003 SHEET NO.
Architects 7260 SHADELAND STATION 1
`cAConsultants INDIANAPOLIS, IN 46256.3917 DRAWN BY: cMM 0f
Engineers (317)547.5580 FAX(317)543.0270 JOB NO. 20020920 2
Copyright (C) 1966-2002 by American Consulting, Inc.
CLARIAN NORTH
Area 1-A
55.124 Acre Tract
August 12, 2003
A part of the Southwest Quarter of Section 35, Township 18 North, Range 3 East in
Hamilton County, Indiana, more particularly described as follows:
Commencing at the Southwest Corner of the West Half of the Southwest Quarter of
Section 35, Township 18 North, Range 3 East; thence North 88 degrees 32 minutes 03
& seconds East 270.05 feet along the South line of said West Half; thence North 01 degrees
08 minutes 01 seconds West 34.80 feet; thence North 87 degrees 46 minutes 02 seconds
R West 170.30 feet; thence North 33 degrees 44 minutes 39 seconds West 40.46 feet;
thence North 88 degrees 32 minutes 03 seconds East 447.31 feet to the POINT OF
BEGINNING; thence North 33 degrees 14 minutes 09 seconds East 72.98 feet; thence
North 00 degrees 00 minutes 00 seconds 1,412.12 feet to a curve to the right having a
radius of 835.00 feet; the radius point of said curve bears North 90 degrees 00 minutes 00
seconds East; thence northerly 562.72 feet to a point which bears North 51 degrees 23
minutes 15 seconds West from said radius point; thence North 88 degrees 45 minutes 11
seconds East 582.15 feet to the East line of the West Half of said Southwest Quarter;
thence North 88 degrees 45 minutes 11 seconds East 452.11 feet to the western right-of-
way line of U.S. 31 per Indian a State Highway Commission Plans for Project F- 222 (9);
thence South 00 degrees 04 minutes 37 seconds East 1,984.75 feet along said western
line; thence South 88 degrees 33 minutes 44 seconds West 270.08 feet; thence South 00
degrees 04 minutes 37 seconds East 10.01 feet; thence South 88 degrees 33 minutes 44
seconds West 184.00 feet to the West line of the East Half of said Southwest Quarter;
e thence South 88 degrees 33 minutes 43 seconds West 1.76 feet; thence South 88 degrees
32 minutes 03 seconds West 803.55 feet; thence North 01 degrees 27 minutes 57 seconds
West 10.00 feet to the POINT OF BEGINNING containing 55.124 acres, more or less.
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EXHIBIT „ C „
$ PROPERTY / AREA 1-A
AMERICAN CONSULTING, INC. DATE:August 7, 2003 SHEET NO.
Architects 7260 SHADELAND STATION 2
Consultants INDIANAPOLIS,IN 46256.3917 DRAWN BY: CMM of
Engineers (C) 1966-2002 by�Am'e ican8C�FAX:(317), I c43.O270 JOB NO. 20020920 2
0
0' 500' 1000'
SCALE: 1.=500'
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1 NORTH LINE,WI/2,SW1/4,SEC.35,TIBN.R3E
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0 r ILLINOIS STREET FROM THE• w
E A INTERSECTION IMPROVEMENTS rfj
J I— AT 116th STREET TO A POINT Z
W M w LOCATED 2,055± FEET NORTH ,Q
OF q OF 116th STREET.
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IMPROVEMENTS TO 116tH STREET
o FROM ILLINOIS STREET TO IMPROVEMENTS TO 116th STREET FROM
R. SPRING MILL ROAD, INCLUDING U.S. 31 (Meridian Street) TO ILLINOIS
SPRING MILL ROAD / 116th STREET STREET WITHIN EXISTING&PROPOSED
v INTERSECTION IMPROVEMENTS R/W OF 116th STREET.
(Roundabout) WITHIN EXISTING
o AND PROPOSED R/W OF 116th STREET.
E
INTERSECTION IMPROVEMENTS (Roundabout)
AT 116th STREET&ILLINOIS STREET
Ji WITHIN EXISTING &PROPOSED R/W
OF 116th STREET.
2
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INFRASTRUCTURE IMPROVEMENTS
.. AMERICAN CONSULTING, INC. DATE:August 7, 2003 SHEET NO.
w ,
Architects 7260 SHADELAND STATION
Consultants INDIANAPOLIS,IN 46256.3917 DRAWN BY: CMM of
En ineers (317)547.5580 FAX(317)543.0270 2
a0gCopyright (C) 1966-2002 by American Consulting, Inc. JOB NO. 20020920
Exhibit D1
Page 2 of 2
Roadway Improvements to 116th Street: Proposed Illinois Street from 116th Street to a
point 2,055 feet North of 116th Street;and Intersection Improvements to Illinois Street/
116th Street and Spring Mill Road/116th Street.
1. Improvements to 116th Street from US 31 (Meridian Street)to proposed
Illinois Street.
Four travel lanes to be constructed from US 31 (Meridian Street)to proposed
Illinois Street,including the appropriate turn lanes on either side of the
roadway, and the ambulatory entrance on the north side of 116th Street.
2. Improvements to 116th street from Illinois Street to Spring Mill Road.
Four(4)travel lanes to be constructed from Illinois Street to Spring Mill
Road,including the appropriate turn lanes on either side of the roadway.
3. Improvements to Illinois Street extending from the intersection with 116th
Street;
Four(4)lane divided roadway to be constructed from 116th Street to a point
located approximately Two-Thousand Fifty five feet(2,055+/-)north of the
center line of 116th Street,including the appropriate turn lanes on either side
of the roadway.
4. Intersection Improvements at 116th Street and Illinois Street and at 116th Street
and Spring Mill Road:
El a) A multi-lane roundabout located at the intersection of 116th
Street and Illinois Street;provided,that if the necessary right-of-
way cannot be acquired by the City to construct a roundabout,
then the intersection improvements shall consist of other
appropriate improvements.
b) A multi-lane roundabout located at the intersection of 116th
Street and Spring Mill Road;provided,that if the necessary
right-of-way cannot be acquired by the City to construct a
roundabout,then the intersection improvements shall consist of
other appropriate improvements.
Note: The"Spring Mill Improvements"consist of the improvements referenced
as Items 2 and 4(b)above.
41,
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EXHIBIT " Di "
INFRASTRUCTURE IMPROVEMENTS
AMERICAN CONSULTING, INC. DATE: August 7, 2003 SHEET NO.
Architects 7260 SHADELAND STATION 2
DRAWN 6Y: CMM of
Consultants INDIANAPOLIS,IN 46256-3917
Engineers (317)547.5580 FAX (317)543.0270 2
Copyright (C) 1966-2002 by American Consulting, Inc. JOB NO. 20020920
NORTHLAND REALTY a
CORPORATION
WARRANTY DEED w SCALE: 1" = 150'
D.R. 263, PAGE 349 Lic.)
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W. 1/2, S.W. 1/4,
SEC. 35-718N-R3E
500°01'17'E - 70.01' 1
CLARIAN NORTH
in n Right-of-Way Dedication
Through Property of
Volley Development Corporation
EAST LINE, ;-1 Warranty Deed
W. 1/2, S.W. 1/4, v Deed Record 192, page 95
SEC. 35-T18N-R3E n August 07, 2003
m
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z A part of the West Half of the Southwest Quarter
of Section 35, Township 18 North, Range 3 East in
LaHamilton County, Indiana, more porticularly
'n described as follows:
cc
in Z Commencing at the Southwest corner of the West
W Li
Half of the Southwest Quarter of Section 35,
z o ~ Township 18 North, Range 3 East; thence North 88
co o degrees 32 minutes 03 seconds East 270.05 feet
Lialong the South Line of said West Half to the POINT
'5 Z o Ln U OF BEGINNING; thence North 01 degrees 08
ai minutes 01 seconds West 34.80 feet; thence North
r 1 M 'n 87 degrees 46 minutes 02 seconds West 170.30
0 opw m 03feet; thence North 33 degrees 44 minutes 39
ww� 00 ' 3 seconds West 40.46 feet; thence North 88 degrees
8 0 a a. Z 3 32 minutes 03 seconds East 447.31 feet; thence
Z c,; o , South 01 degrees 27 minutes 57 seconds East
10.00 feet; thence North 88 degrees 32 minutes
cc o+ "1 03 seconds East 803.55 feet; thence North 88
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degrees 33 minutes 43 seconds East 1.76 feet to
3 z the East line of said West Half; thence South 00
a =I degrees 01 minutes 17 seconds East 70.01 feet
COcv along said East Line to the Southeast Corner of
a'•
p said West Half; thence South 88 degrees 32
d ul minutes 03 seconds West 1,059.50 feet along the
South Line of said West Half to the POINT OF
3 BEGINNING containing 1.926 acres, more or less.
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EXHIBIT " D2 " - RIGHT-OF-WAY DONATION
0
$ 116th St. Right-of-Way - 1926 Acre Tract
AMERICAN CONSULTING, INC. DATE: August 7, 2003 SHEET NO.
Lj Architects 7260 SHADELAND STATION1
N BY: CMM of
Consultants INDIANAPOLIS,IN 46256-3917 DRAWN
o Engineers (317)547.5580 FAX(317)543-0270 6
a g Copyright (C) 1966-2002 by American Consulting, Inc. JOB NO. 20020920
WEST LINE,
�7- E. 1/2, S.W. 1/4,
SEC. 35-T18N-R3E
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d NORTHLAND REALTY CORPORATION 1O
o a
VALLEY d • , WARRANTY DEED
DEVELOPMENT I 3 O.R. 263, PAGE 349 w
CO., INC. 3 r` n
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WARRANTY DEED T st o
D.R. 192, PAGE 95 •
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N88°33'44'E - 184.00' 3\
di•yk J S-
0,682 ACRES �ti,4•5 c1A
1.926 ACRE TRACT , cara S.kFEL'
S88°33'44'W - 349.49' 4n
i
SOUTH LINE,E. 1/2, S.W. 1/4, SEC. 35-T18N-R3E
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SEC.35-T18N-R3E N
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0.682 ACRES n
W' 'NI
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z CLARIAN NORTH
a Irpr
��'..�� Right-of-Way Dedication
1 tt6th STREET Through Property of
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r Northland Realty Corporation
Warranty Deed
8 Deed Record 263, page 349
i August 07, 2003
i
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A port of the East Half of the Southwest Quarter of Section 35, Township 18 North,
ERange 3 East in Hamilton County, Indiana, more particularly described as follows:
�, Beginning at the Southwest Corner of the East Half of the Southwest Quarter of Section
8 35, Township 18 North, Range 3 East. said point being the POINT OF BEGINNING;
thence North 00 degrees 01 minutes 17 seconds West 70.01 feet along the West Line of
'm said East Half; thence North 88 degrees 33 minutes 44 seconds East 184.00 feet; thence
P North 00 degrees 04 minutes 37 seconds West 10.01 feet; thence North 88 degrees 33
ET' minutes 44 seconds East 270.08 feet to the western right-of-way of U.S. 31 per Indiana
oState Highway Commission Plans designated as Project F-222; The next Two (2)
a courses ore along said western right-of-way; (1) thence South 00 degrees 04 minutes 37
seconds East 4.66 feet; (2) thence South 59 degrees 18 minutes 54 seconds West 122.00
o feet; thence South 01 degrees 26 minutes 16 seconds East 15.74 feet to the South Line
9 of said East Half; thence South 88 degrees 33 minutes 44 seconds West 349.49 feet
along said South Line to the POINT OF BEGINNING containing 0.682 acres,more or less.
EXHIBIT " D2 " - RIGHT-OF-WAY DONATION
W 116th St. Right-of-Way - 0.682 Acre Tract
a
AMERICAN CONSULTING, INC. DATE:August 7, 2003 SHEET NO.
Architects 7260 SHADELAND STATION 2
W
is INDIANAPOLIS,IN 46256.3917 DRAWN BY: CMM
Consultants of
Engineers
31 547.5580 FAX(317)543.0270 6
JOB NO. 20020920
2 Copyright (C) 1966-2002 by American Consulting, Inc.
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CURVE DATA N.
A = 43°48'26" v \\4,
R = 835.00' ,7co' & SY .(5••
T = 335.72' cc 4i CURVE DATA
L = 638.42' p v i',.s, p = 43°48'26"
C = 622.99' // '�/eJs R = 5.715.00'
-/ ?���'
VALLEY DEVELOPMENT CO., INC. `. L = 546.67'
WARRANTY DEED \\C = 533.46'
D.R. 192, PAGE 95 N9o°00'00"E-635.00' `
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N33°44'39-W- 40.46'
o N87°46'02-W- 170.30'— S88°32'03-W- 224.82'
01°27'57-W - 10.00'
O S.W. CORNER W- 34.80'
W. 1/2, S.W. 1/4, \44
01°08'01'88.32'03"E - 270.05'
SEC. 35-T18N-R3E
a SOUTH LINE, W. 1/2, S.W. 1/4, SEC. 35-T18N-R3E
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EXHIBIT " D2 " - RIGHT-OF-WAY DONATION
Illinois St. Right-of-Way - 6.049 Acre Tract
8 AMERICAN CONSULTING, INC. DATE: August 11. 2002 SHEET NO.
Architects Consultants 7260 SHADELAND STATION 3
INDIANAPOLIS,IN 46256.3917 DRAWN BY: CMM of
Engineers ( �31 547-5580 FAX(317)543.0270 6
JOB0
NO. 20020920
a Copyright (C) 1966-2002 by American Consulting, Inc.
CLARIAN NORTH
Illinois Street Right-of-Way
Southern Portion
6,049 Acre Tract
August 11, 2003
A part of the West Half of the Southwest Quarter of Section 35, Township 18 North,
Range 3 East in Hamilton County, Indiana,more particularly described as follows:
Commencing at the Southwest corner of the West Half of the Southwest Quarter of
Section 35, Township 18 North, Range 3 East; thence North 88 degrees 32 minutes 03
seconds East 270.05 feet along the south line of said West Half; thence North 01
degrees 08 minutes 01 seconds West 34.80 feet; thence North 87 degrees 46 minutes 02
seconds West 170.30 feet; thence North 33 degrees 44 minutes 39 seconds West 40.46
feet; thence North 88 degrees 32 minutes 03 seconds Eost 447.31 feet to the POINT OF
4 BEGINNING; thence North 33 degrees 14 minutes 09 seconds East 72.98 feet; thence
North 00 degrees 00 minutes 00 seconds 1,412.12 feet to a curve to the right having a
radius of 835.00 feet; the radius point of said curve bears North 90 degrees 00 minutes
00 seconds East; thence northerly 638.42 feet to a point which bears North 46 degrees
11 minutes 34 seconds West from said radius point; thence South 46 degrees 11
minutes 34 seconds East 120.00 feet to the point of curve of a non tangent curve to the
left having a radius of 715.00 feet, the radius point of said curve bears South 46 degrees
0 11 minutes 34 seconds East, thence; thence southerly 546.67 feet to a point which bears
North 90 degrees 00 minutes 00 seconds West from said radius point; thence South 00
degrees 00 minutes 00 seconds 333.79 feet; thence North 90 degrees 00 minutes 00
seconds East 10.00 feet; thence South 00 degrees 00 minutes 00 seconds 1,085.00 feet;
thence South 43 degrees 10 minutes 44 seconds East 80.38 feet; thence South 88
degrees 32 minutes 03 seconds West 224.82 feet; thence North 01 degrees 27 minutes
57 seconds West 10.00 feet to the POINT OF BEGINNING containing 6.049 acres,
more or less.
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EXHIBIT " D2 " - RIGHT-OF-WAY DONATION
Illinois St. Right-of-Way - 6.049 Acre Tract
O
AMERICAN CONSULTING, INC. DATE: August 11, 2002 SHEET NO.
Architects 7260 SHADELAND STATION 4
Consultants
INDIANAPOLIS,IN 46256.3917 DRAWN BY: CMM of
Engineers (317)547.5580 FAX(317)543.0270 6
Copyright (C) 1966-2002 by American Consulting, Inc. JOB NO. 20020920
A
-6- NORTH LINE, W. 1/2, S.W. 1/4, SEC. 35-T18N-R3E
II
;---___N7g_14•36.W-810,pp•
\ N88°45'11"E - 326.81'
__ _
SCALE: 1' = 300' NOO°08'03"W _- 32.65' l - 11_ _
— — , N89.51'571~e 685.00' .
s
\.`. s� �ir I CURVE DATA
CURVE DATA • "
A = 43°56'29" ���� �` C7� "`7 : R = 810.00'
R = 685.00' `?p ��\ N N- rV' I T = 326.86'
T = 276.35' o, to a rd • L = 621.35'
L = 525.34' ses $`(/ ��` v/ I C = 606.23'
C = 512.56' .ct. � \
POINT OF BEGINNING I
3.244 ACRES± . CURVE DATA
°"�+,- L = 136.04'; A = 10°54'4"
4/"\\ R = 715.00'
. �\sJ , T = 68.22'
WI r i 4' s`y*s. \�� L = 136.04'
CURVE DATA ae 1
43°48'26" "� /j '6`%:jr ` c, � C = 135.83'
' R = 835.00' r° '4. �Jr.�'. \� •
•
s T = 335.72' ;.�iy s
z L = 638.42' /?� 6"sli \'9,
•
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S. VALLEY DEVELOPMENT CO., INC. t N90'oo'00•E-835.00' ; o
8 WARRANTY DEED w tI cn
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N33°14'09'E - 72.98' NOTE:
H THE ACTUAL DONATION SHALL BE
N A STRIP OF LAND TO BE DESIGNATED
N88°32'0 "E BY THE CITY. SAID STRIP IS 120 FEET
44 1 IN WIDTH AND IS LOCATED ENTIRELY
p N33°44'39"W- 40.46' ', WITHIN THE 3.244 ACRE PARCEL AS
W N87°46'02"W 170.3 AND
O'_._�. 1 DEPICTED I 5 of
DESCRIBED ON PAGE ( 6 of 66))
° S.W. CORNER, 01°08'01"W- 34.80'
W. 1/1 S.W. 1/4, e
SEC. 35-T18N-R3E
N88 32'03"E 270.05'
SOUTH LINE, W. 1/2, S.W. 1/4, SEC. 35-T18N-R3E
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EXHIBIT " D2 " — RIGHT—OF—WAY DONATION
t.
W Illinois St. Right-of-Way - 3.244 Acre Tract
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AMERICAN CONSULTING, INC. DATE: August 11, 2002 SHEET NO.
Architects 7260 SHADELAND STATION 5
Consultants
INDIANAPOLIS, IN 46256.3917 DRAWN BY: CMM of
a
Engineers (317)547.5580 FAX:(317)543-0270 6
a
Copyright (C) 1966-2002 by Americcn Consulting, Inc. JOB NO. 20020920
CLARIAN NORTH
Illinois Street Right-of-Way
Northern Portion
3.244 Acre Tract
August 11, 2003
A part of the West Half of the Southwest Quarter of Section 35, Township 18 North,
Range 3 East in Hamilton County, Indiana, more particularly described as follows:
Commencing at Southwest Corner of the West Half of the Southwest Quarter of Section
35, Township 18 North, Range 3 East; thence North 88 degrees 32 minutes 03 seconds
East 270.05 feet along the south line of said West Half; thence North 01 degrees 08
minutes 01 seconds West 34.50 feet; thence North 87 degrees 46 minutes 02 seconds
West 170.30 feet; thence North 33 degrees 44 minutes 39 seconds West 40.46 feet;
thence North 88 degrees 32 minutes 03 seconds East 447.31 feet; thence North 33
degrees 14 minutes 09 seconds East 72.98 feet; thence North 00 degrees 00 minutes 00
8 seconds 1,412.12 feet to a curve to the right having a radius of 835.00 feet; the radius
point of said curve bears North 90 degrees 00 minutes 00 seconds East; thence northerly
638.42 feet to point which bears North 46 degrees 11 minutes 34 seconds West from
said radius point to the POINT OF BEGINNING; said point also being a point of
reverse curve to the left having a radius of 685.00 feet; the radius point of said curve
bears North 46 degrees 11 minutes 34 seconds West; thence northerly 525.34 feet to a
point which bears North 89 degrees 51 minutes 57 seconds East from said radius point;
a thence North 00 degrees 08 minutes 03 seconds West 32.65 feet to the North line of
said West Half; thence North 88 degrees 45 minutes 11 seconds East 326.81 feet along
said North line to the point of curve of a non tangent curve to the right having a radius
of 810.00 feet; the radius point of said curve bears North 79 degrees 14 minutes 36
seconds West; thence southwesterly 621.35 feet to a point which bears South 35
degrees 17 minutes 30 seconds East from said radius point to a point of reverse curve to
the left having a radius of 715.00 feet; the radius point of said curve bears South 35
degrees 17 minutes 30 seconds East; thence southwesterly 136.04 feet to a point which
bears North 46 degrees 11 minutes 34 seconds West from said radius point; thence
North 46 degrees 11 minutes 34 seconds West 120.00 feet to the POINT OF
BEGINNING containing 3.244 acres, more or less.
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EXHIBIT " D2 " - RIGHT-OF-WAY DONATION
a
Illinois St. Right-of-Way - 3.244 Acre Tract
AMERICAN CONSULTING, INC. DATE: August 11, 2002 SHEET NO.
7260 SHADELAND STATION 6
Arch ects DRAWN BY: CMM of
Consultants INDIANAPOLIS,IN 46256.3917
Engineers (317)547.5580 FAX:(317)543.0270 6
Copyright (C) 1966-2002 by American Consulting, Inc. JOB NO. 20020920
Exhibit D3
"Additional Public Infrastructure Improvements"
Four(4)travel lanes to be constructed south from the intersection of 116th Street and
Illinois Street to a point 500 feet south of 116th Street,including appropriate driveway
cuts and auxiliary lanes.
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EXHIBIT " D3 "
ADDITIONAL PUBLIC INFRASTRUCTURE IMPROVEMENTS
AMERICAN CONSULTING, INC. GATE:August 7, 2003 SHEET NO.
7260 SHADELAND STATION 1
Architects INDIANAPOLIS,IN 46256.3911 DRAWN BY: CMM of
W Consultants 1
Engineers (317)547.5580 FAX:(317)543.0270 JOB NO. 20020920
a Copyright (C) 1966-2002 by American Consulting, Inc.
EXHIBIT D4 - ADDITIONAL RIGHT-OF-WAY
RIGHT-OF-WAY TO BE ACQUIRED TO CONSTRUCT
THE FOLLOWING IMPROVEMENTS:
1) SOUTH SIDE OF 116th STREET BETWEEN SPRING MILL ROAD
AND ILLINOIS STREET &BETWEEN ILLINOIS STREET AND
U.S. 31 ( Meridian Street ).
2) ILLINOIS STREET SOUTHERN EXTENSION ( to a point 500 feet
south of 116th Street ).
3) INTERSECTION IMPROVEMENTS DESCRIBED AS ITEM 4 ON EXHIBIT D1.
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EXHIBIT " D4 "
ADDITIONAL RIGHT-OF-WAY
AMERICAN CONSULTING, INC. DATE:August 7, 2003 SHEET NO.
Architects 7260 SHADELAND STATION DRAWN BY: CLAM of
Consultants INDIANAPOLIS,IN 46256-3917
S Engineers (317)547.5580 FAX:(317) 543.0270 1
Copyright (C) 1966-2002 by American Consulting, inc. Jab NO. 20020920
EXHIBIT F
REQUIRED GOVERNMENTAL CONSENTS
All procedures and approvals relating to any of the following:
(a) Various procedures and approvals relating to the creation of new
redevelopment areas or economic development areas, or the expansion of existing
redevelopment areas or economic development areas,relating to the Bonds; and
(b) Various procedures and approvals relating to the issuance of the Bonds.
(c) Approvals from the Board of Public Works and Safety relating to the
design and construction contracts.
INIMAN2 771617v1
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