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HomeMy WebLinkAboutCross-Parking Easement, Access Easement, Sign Easement, & Landscape Easement Agreement Prior Deed Reference: Instrument No. CROSS-PARKING EASEMENT, ACCESS EASEMENT SIGN EASEMENT AND LANDSCAPE EASEMENT AGREEMENT THIS EASEMENT AGREEMENT(the `Agreement") is entered into this 2 c/ 'day of ,t • , 2016, by and among 12156 Meridian Associates, LLC, an Indiana limited liability compa y ("Grantor") and Sohum Hotels Carmel, LLC, an Indiana limited liability company ("Easement Holder"). For purposes of this Easement, Grantor and Easement Holder, and their respective successors and assigns, are sometimes hereinafter referred to as the "Parties." Recitals A. Pursuant to a Quit Claim Deed recorded as Instrument No. 200300046801 in the Office of the Recorder of Hamilton County, Indiana, on May 14, 2003 Grantor is the fee simple owner of the real estate (the"Easement Parcel") situated in the City of Cannel, Hamilton County, Indiana, which is described in Exhibit A referred to as Tract II attached hereto and incorporated herein by this reference. B. Easement Holder is the Owner of a certain parcel of real estate (the "Hotel Parcel") situated in the City of Carmel, Hamilton County, Indiana, more particularly described in Exhibit B attached hereto and incorporated herein by this reference. C. The Hotel Parcel and the Easement Parcel are contiguous along the western boundary line of the Hotel Parcel. This common boundary line is also the Eastern boundary line of the Easement Parcel. D. In consideration of the covenants and conditions contained herein, Grantor agrees to grant a cross-parking easement to Easement Holder for shared parking purposes which shall include but not be limited to the use of the parking spaces located on, over, and across the Easement Parcel for the benefit of the Hotel Parcel. E. In consideration of the covenants and conditions contained herein, Grantor agrees to grant an Access Easement to the Easement Holder over that portion of Exhibit A- Tract II shown on the attached Drawing, Exhibit C to access the Hotel parcel from Illinois Street. F. In consideration of the covenants and conditions contained herein, Grantor agrees to grant a Landscape Easement to the Easement Holder over a 10 foot wide parcel adjacent to the Frontage Road as shown on Exhibit D. G. In consideration of the covenants and conditions contained herein, Grantor agrees to grant a 10 foot by 10 foot Sign Easement to Easement IIolder as shown on Exhibit D. II. Grantor and Easement Holder hereby desire to enter into this Agreement pursuant to the terms and conditions set forth below. Agreement NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I - CROSS-PARKING EASEMENT Section 1.1. Grant of Easement for Cross-Parking Purposes. Grantor, on behalf of itself, its successors and assigns, hereby grants and conveys to Easement Holder, and its tenants, guests, successors and assigns, a non-exclusive permanent and perpetual cross-parking easement on the property described in Exhibit A for parking purposes which shall include but not be limited to the use of the parking spaces located on, over, and across the Easement Parcel for the benefit of the Hotel Parcel (the "Cross-Parking Easement") to a maximum number of 30 parking spaces. Section 1.2. Grant of Easement for Access,Ingress and Egress. Grantor, on behalf of itself, its successors and assigns, hereby grants and conveys to Easement Holder, and its tenants, guests, successors and assigns, a non-exclusive permanent and perpetual access and Ingress and Egress easement on the property described in Exhibit A for the purpose of entering and exiting from Illinois Street to the Hotel parcel crossing the Easement Parcel. Section 1.3. Grant of Easement for Sign Purposes. Grantor, on behalf of itself, its successors and assigns, hereby grants and conveys to Easement Holder, and its tenants, guests, successors and assigns, a non-exclusive permanent and perpetual 10 foot by ten foot sign easement at the entrance to the access easement parcel and cross parking easement parcel, Exhibit A, for the purpose of Easement Holders construction and maintenance of a ground monument sign identifying Easement Holders hold to be built on the real estate described in Exhibit 13. Section 1.4. Grant of Easement for Landscape Purposes. Grantor, on behalf of itself, its successors and assigns, grants a non-exclusive permanent and perpetual landscape easement over a 10 feet wide strip of real estate along the eastern boundary of the parcel that contains the "Chapel" such parcel described in Exhibit C ("Landscape Easement Parcel") attached hereto. Easement holder agrees to install landscaping and berming as agreed by Grantor and approved by the Carmel Plan Commission, Easement Holder also agrees to repair or replace any damage to Grantors sprinkler system presently located on the Landscape Easement Parcel. Section 1.5. Reservation of Rights. Grantor reserves the right to use the Easement Parcel for any purpose that is not inconsistent with or will not materially interfere with the rights and privileges granted by this Agreement to the Easement Holders and the Hotel Parcel. Grantor covenants for itself and its successors and assigns that it will not erect or maintain any building or other permanent structure or obstruction on or over the Easement Parcel which diminishes or materially affects the Cross-Parking Easement granted by this document. In addition, Grantor further reserves the right to designate which parking spaces may be allotted for parking uses for the benefit of the Easement Holder ("Hotel Parcel") and its customers, invitees, and/or agents under this Agreement so long as the number of parking spaces is never greater than 50 parking spaces. ARTICLE II - MAINTENANCE, AND REPAIR OF USAGE EASEMENT IMPROVEMENTS Section 2.1. Maintenance, Repair and Replacement of the Easement Improvements. (a) Easement Holder shall he responsible for any improvements that need to be made to the land between the Easement Parcel and Hotel Parcel to connect the Hotel Parcel parking lot to the Easement Parcel and improvements necessary to access Illinois Street without liability or cost to Grantor. Easement Holder shall be responsible for the cost and connection of the Easement Parcel to a new curb cut on to Illinois Street as approved by the City of Cannel and the Carmel Board of Public Works. The responsibility for other maintenance, repair, and use of the Easement Parcel shall remain the sole responsibility of Grantor and Grantor represents that it will use its best efforts to facilitate any maintenance and repair work done to minimally interfere with the rights granted to the Easement Holder and Hotel Parcel under this Agreement. ARTICLE III - DEFAULT AND REMEDIES Section 3.1. Default and Remedies. (a) If any Party to this Agreement shall breach the performance of any of its obligations under this Agreement, or otherwise be in default under any term, condition, or provision of this Agreement, then the other Party to this Agreement shall, in addition to all other remedies it may have at law or in equity, after ten (10) days prior written notice (except in the event of any emergency), have the right to perform, or advance monies to satisfy said obligation on behalf of such defaulting Party, and be reimbursed by such defaulting Party for the cost thereof, together with interest thereon at the Default Rate (as defined in Section 3.1(e) below), plus reasonable collection fees, including its attorney fees. (b) In the event of a breach, or attempted or threatened breach, of any obligation of this Agreement, the other Party to this Agreement shall be entitled forthwith to obtain an injunction to specifically enforce the performance of such obligation pursuant to this Agreement, the Parties hereby acknowledging the inadequacy of legal remedies and the irreparable harm which would he caused by any such breach; and/or the non-defaulting Party shall be entitled to all other available legal or equitable remedies. All costs and expenses of any such proceeding, including attorney fees. shall be assessed against the defaulting Party and shall constitute a lien against said defaulting Party's Parcel(s), and any improvements thereon, including all accrued and accruing interest,until paid. (c) No delay or omission by any Party in the exercise of any right accruing upon any breach or default by the other Party shall impair any such right, or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default or breach of any of the terms, conditions, or provisions of this Agreement. A waiver by any Party of a breach of, or default in, any of the terms and conditions of this Agreement by any other Party shall not be construed to be a waiver of any subsequent breach or default under the same or any other provision of this Agreement. No remedy provided in this Agreement shall be exclusive, but each shall be cumulative and shall not exclude any other remedies provided by law or in equity. (d) It is expressly agreed to by and among the Parties to this Agreement that no breach of, or default in, any of the terms and conditions of this Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement; but such limitation shall not affect, in any manner, any other rights or remedies which any Party may have herein by reason of any breach of, or default in, any of the terms, conditions, or provisions of this Agreement. The provisions of this Agreement shall be binding upon and shall be effective against any subsequent owner, assignee, successor-in-interest, lessee, and/or occupant of the Hotel Parcel and the Easement Parcel or any portion thereof, irrespective of how their interest in said Parcel is or was acquired and this Agreement shall run with the title to the real estate of Exhibits A and B. (e) Any delinquent sums remaining unpaid by any Party shall accnie interest at three percent (3%) above the prime lending rate charged by National Bank of Indiana, or any successor thereto, for commercial loans (the "Default Rate"). ARTICLE IV -TERM Section 4.1. Term. The term of this Agreement shall be perpetual. ARTICLE V - EFFECT ON OTHER INSTRUMENTS Section 5.1. Effect. This Agreement shall at all times be senior to and prior to any mortgage and any other instrument which shall be executed after the date hereof affecting all, or any portion of the Easement Parcel which is subject to this Agreement, such that any mortgage shall at all times be subject to, and be subordinate to, the terms, conditions, and provisions of this Agreement. Grantor shall, upon the request of the Easement Holder, obtain a written confirmation of such subordination, in recordable form, from any other person or entity obtaining an interest in any portion of the Easement Parcel. ARTICLE VI - MISCELLANEOUS PROVISIONS Section 6.1. Amendment. This Agreement can only be amended by written instrument executed by the Easement Holder and Grantor for so long as they own any portion of the Easement Parcel (and thereafter by a majority of the owners of the Easement Parcel or their respective successors and assigns and shall not require notice to or consent of any other party. Section 6.2. No Relationship. This Agreement shall not be construed to create an association, partnership,joint venture or a principal and agency relationship between the owners of the Hotel Parcel and the Easement Parcel. Section 6.3. No Waiver. No waiver of any provision hereof shall be deemed to imply or constitute a further waiver thereof or any other provision set forth herein. Section 6.4. Enforceability and Governing Law. Should any provision hereof be declared invalid or unenforceable, then the other provisions hereof shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. The laws of the State of Indiana shall govern the validity, performance and enforcement of this Agreement. Section 6.5. Binding Effect. All of the provisions hereof shall run with the land in perpetuity and shall be binding upon and shall inure to the benefit of the successors and assigns of Grantor and the Easement Holder. Section 6.6. Notices. Any notice or demand required, permitted or desired to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given and received on the day of hand delivery, on the third business day after it is mailed by certified mail, return receipt requested, or the next business day after such notice or demand is deposited with a reputable overnight courier for delivery on the next business day to the respective parties addressed as follows (or to such other addresses as the Parties may from time to time designate by notice): If to Grantor: 12156 Meridian Associates, LLC 12156 North Meridian Carmel, Indiana 46032 If to Easement Holder: Sohum Hotels Carmel, LLC 7050 East 21' Street Indianapolis, Indiana 46219 Section 6.7. Authority. Each person who is executing this Agreement on behalf of each of the parties hereto represents and certifies that he is fully empowered to execute and deliver this Agreement and that all necessary action has been taken by his respective entity to authorize and approve the execution of this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 1 INN WITNESS WHEREOF, Grantor and Easement Holder have caused this Agreement to be executed as of the date first above written. "Grantor" 12156 : i if ASSOCIATES, LLC B - E• Ch. les L. 17 Manager "Fasetnent Holder" SOHUM HOTELS CARMEL, LC �J Ravi Patel,Managing Member - • STATE OF INDIANA ) ) SS: COUNTY OF RAgti11.0n' ) Before me, a Notary Public in and for said County and State, personally appeared 12156 Meridian Associates, LLC, by its Manager,Charles Lazzara, who acknowledged the execution of the foregoing Cross-Parking Easement Agreement for and on behalf of said limited liability company. WITNESS my hand and Notarial Seal this day of 070/1.C.->+1 , 2016. CHRISTINEM.O'HAFA vV / ' `J l C i� Hamilton County My Commission Expires I [fK 1)f{Lik i Notary Public ?!.5" Septamber 21,2021 IS My Commission xpires: My County of Residence: STATE OF INDIANA ) ) SS: COUNTY OFFIFI-rui/ i /' ) Before me, a Notary Public in and for said County and State, personally appeared Sohum Hotels Cannel, LLC, by its Managing Member, Ravi Patel, who acknowledged the execution of the foregoing Cross-Parking Easement Agreement for and on behalf of said limited liability company. S7^ � , �U16. WITNESS my hand and Notarial Seal this I day of `'�� 1 CG�-f'j ('h(15 i.'(' ,{lic{x't4,-Notary Public My Commission Expires: My County of Residence: This instrument prepared by: E. Davis Coots, Attorney-at-Law, COOTS, HENKE& WHEELER, P.C., 255 East Carmel Drive, Carmel, Indiana 46032 I affirm, under penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Printed Name: