HomeMy WebLinkAboutAgreemnt Regarding Demo or Reuse Upon Cessation of Operations AGREEMENT REGARDING
DEMOLITION OR REUSE
UPON CESSATION OF OPERATIONS
This Agreement Regarding Demolition or Reuse upon Cessation of Operations (the
"Agreement"), entered into this 3/0 day of A6usf , 2004, by and between the City of Carmel
Redevelopment Commission ("CRC)and Clarian Health Partners, Inc. ("Clarian"),Witnesses:
Recitals
WHEREAS,to stimulate and induce economic development in the Area,CRC has agreed
to complete the Infrastructure Improvements, subject to the terms and conditions of the Economic
Development Agreement;
WHEREAS,pursuant to the Economic Development Agreement,Clarian has committed to
construct the Project on the Real Estate;
WHEREAS, to finance completion of the Infrastructure Improvements, CRC has agreed,
subject to the terms and conditions of the Economic Development Agreement,to issue the TIF Bonds;
WHEREAS, during the Bond Period, the TIF Bonds would be payable from the tax
increment revenue that will be generated by the completed Project;
WHEREAS,as a condition of issuing the TIE Bonds,CRC has required that Clarian make,
and Clarian has agreed to make, certain commitments with respect to the demolition or reuse of the
buildings within the Project in the event that Clarian ceases to operate such buildings for a Permitted Use;
and
WHEREAS,CRC and Clarian desire to execute this Agreement;
Agreement
NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, CRC and Clarian agree as follows:
1. Cessation. If, at any time,there is an Operation Cessation that continues for the entire Cessation
Period without Clarian (or its Affiliate)having engaged during the Cessation Period in a Qualified Re-Use;
then,before the Expiration Date,Clarian (or its Affiliate)shall demolish the Improvements and re-grade the
Real Estate after demolition so that the Real Estate is ready for redevelopment, and such obligation to
demolish the Improvements and re-grade the Real Estate shall apply notwithstanding that, during the
Cessation Period, Clarian (or its Affiliate) may have engaged in: (a)Active Operation of a portion of the
Buildings for a Permitted Use, but such portion is of less square footage than the Minimum Space;
(b)operation of the Minimum Space for a Permitted Use,but such operation is less than Active Operation;
or(c)Active Operation of the Minimum Space for a Permitted Use, but such Active Operation does not
continue for six consecutive months.
2. Extension. Notwithstanding the terms and conditions of Section 1,if:(a)before the Expiration Date,
Clarian(or its Affiliate)has begun engaging in Active Operation of the Minimum Space fora Permitted Use;
(b)such Active Operation is continuing as of the date that is two years after the Cessation Date; but(c)as
of the Expiration Date, it has not been six months since Clarian(or its Affiliate)began engaging in the Active
Operation;then: (a)the Cessation Period shall be extended until the date that is six months after the date
that Clarian (or its Affiliate)began engaging in the Active Operation;and (b)the last day of the Cessation
Period,as extended,shall be the Expiration Date for the purposes of Section 1. Notwithstanding the terms
and conditions of Section 1, if, during a Cessation Period, Clarian (or its Affiliate) engages in a Qualified
Re-Use,then Clarian shall have no obligation to demolish the Improvements or re-grade the Real Estate,
unless a subsequent Operation Cessation occurs and continues for an entire Cessation Period without
Clarian(or its Affiliate)having engaged during that Cessation Period in a Qualified Re-Use.
3. Miscellaneous. All capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in that certain Master Agreement of even date herewith executed by and between CRC and
Clarian(the"Master Agreement"). This Agreement:(a)shall be governed by the laws of the State of Indiana
and the Master Agreement;and(b)may be amended only by a written amendment executed by both CRC
and Clarian. If any term or condition of this Agreement is invalid or unenforceable, then such invalid or
enforceable term or condition shall not affect the application,validity, or enforceabilty of any other term or
condition. This Agreement may be executed in several counterparts,each of which shall be an original,but
all of which shall constitute but one and the same agreement. At the request of either party,accompanied
by execution copies, the other party shall execute and deliver an original of this Agreement, or a
memorandum of this Agreement,for recording. This Agreement,when coupled with the Master Agreement,
satisfies the requirement set forth in, and supersedes in its entirety, Section 4.06 of the Economic
Development Agreement.
IN WITNESS WHEREOF,CRC and Clarian have executed this Agreement as of the date
set forth above.
CITY OF CA L REDEVELOPMENT
COMMISS
‹,-
By
Richard L. S , Secretary
CLARIAN HEALTH PARTNERS,INC.
By }
Printed Norman G. Tablet
Title Senior Vice President