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HomeMy WebLinkAboutLease Agreement with Clay Township for a portion of Hensel Government Center for IT Department administrative offices ______________________________________________________________________________ LEASE AGREEMENT JOHN W. HENSEL GOVERNMENT CENTER 10701 NORTH COLLEGE AVENUE between CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA (AS LANDLORD) and CARMEL INFORMATION AND COMMUNICATIONS SYSTEMS (AS TENANT) Effective as of ______ 1, 2023 ______________________________________________________________________________ By Sergey Grechukhin at 2:08 pm, Jan 17, 2023 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Table of Contents Recitals: P.1 Article I Leased Property P.1 Article II Term, Possession and Holdover P.2 Article III Rent P.3 Article IV Use and Operation of Lease Premises P.4 Article V General Covenant Against Liens P.6 Article VI Maintenance, Alterations and Additions P.6 Article VII Insurance P.7 Article VIII Indemnification and Release P.9 Article IX Condemnation and Casualty P.9 Article X Tenant’s Trade Fixtures and Equipment P.10 Article XI Subordination and Non-Disturbance P.11 Article XII Certificates P.11 Article XIII Surrender P.11 Article XIV Events of Default, Remedies P.11 Article XV Notices P.13 Article XVI Limitation Upon Liability P.13 Article XVII Miscellaneous Provisions P.13 Exhibit A Legal Description of Government Center A-1 Exhibit B Depiction of Leased Premises B-1 Exhibit C Sample Allocation of Management Expenses C-1 Exhibit D Depiction of Building Improvements D-1 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 1 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is entered into by Clay Township of Hamilton County, Indiana (hereinafter referred to as “Township”) by and through its Township Trustee, and the Carmel Information and Communications Systems (hereinafter referred to as “Tenant”) by and through the City of Carmel Board of Public Works and Safety (the “Board of Works”) as the purchasing agency of the City of Carmel, Indiana (the “City”). The Township and the Tenant are referred to herein individually as a “Party” and together as the “Parties.” WITNESSETH: WHEREAS, the Township is the owner of the real estate, improvements and other facilities located at 10701 North College Avenue, Indianapolis, Indiana 46280 commonly known as the John W. Hensel Government Center located on the property more particularly described in Exhibit “A” attached hereto (the “Government Center”), and desires to lease designated portions of the Government Center to Tenant for use as administrative and operations offices upon the terms and conditions set forth herein; and WHEREAS, the City desires to lease the portion of the Government Center designated herein as the Leased Premises for Tenant for the purposes stated herein; and WHEREAS, Ind. Code §36-1-11-8 authorizes the transfer of property between governmental entities upon terms and conditions agreed upon by the entities, as evidenced by the adoption of a substantially identical resolution by each entity; and WHEREAS, the Board of Clay Township of Hamilton County, Indiana and the Board of Works have each adopted substantially identical resolutions agreeing upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of their mutual undertakings and covenants, the Township and City agree as follows: Article I Leased Property and Government Center The Township hereby leases to Tenant and Tenant hereby leases from the Township the portions of the Government Center designated as “Suite A” and depicted in Exhibit “B” attached hereto and made a part hereof (the “Leased Premises”) currently consisting of approximately 3,216 square feet. The Parties acknowledge that the square footage of the Leased Premises will DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 2 increase (without an increase in Annual Rent) upon the completion of the Building Improvements provided for in Section 6.04 of this Lease. The Government Center currently consists of a 25,009 square foot building, together with appurtenant equipment and mechanical structures, as well as parking lot and landscaping improvements comprising approximately 2.09 acres of real estate more or less (all of such property and improvements included in the term “Government Center”). The Lease of the Leased Premises by Tenant shall also include a non- exclusive license for the use of all hallways, restrooms, parking areas, exterior walkways, entrances and other public portions of the Government Center provided for the common or joint use and benefit of the occupants of the Government Center, including parking areas, and not directly occupied by or allocated to other tenants of the Government Center (hereafter “Common Areas”). Article II Term, Possession and Holdover 2.01 Original and Extended Terms. The original term of this Lease (“Original Term”) shall begin on ______1, 2023 (the “Effective Date”) and shall end on ______ 30, 2028 (the “Original Term”). In addition, the Original Term will automatically extend for up to four (4) consecutive periods of five (5) years each (each an “Extended Term”), unless the Tenant gives to the Township notice of its intent to not extend this Lease by giving written notice thereof at least one hundred eighty (180) days prior to the end of the Original Term or any Extended Term. Possession of the Leased Premises shall be delivered by the Township to Tenant in an “as is” condition except as otherwise specifically provided herein. In the event Tenant remains in possession of the Leased Premises after the expiration of the Original Term or any Extended Term without an extension as provided herein and without the execution of a new Lease, it shall be deemed to be occupying the Leased Premises as a Tenant from month-to-month subject to all other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. If Tenant remains in possession of the Leased Premises after expiration or termination pursuant to this Section, Tenant shall be required to vacate the Leased Premises ninety (90) days after the receipt of a written notice from the Township to so vacate. 2.02 No Early Termination. Subject to Paragraph 2.03 below, neither Party shall have the right to terminate this Lease prior to the completion of the Original Term or any Extended Term and Annual Rent shall continue to be paid and the Premises made available to the Tenant DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 3 pursuant to the terms of this Lease until the completion of such Original Term or Extended Term. 2.03 Non-Appropriation. Notwithstanding Paragraph 2.02 above, if the City’s legislative body fails to appropriate funds for this Lease in 2023 and/or subsequent budgets, the City, upon provision of ninety (90) days’ notice to Township, may terminate this Lease without any penalties. Article III Rent 3.01 Annual Rent. (a) Initial Annual Rent and Adjustment. Tenant shall initially pay to the Township throughout the Original Term an annual fixed base rental at the rate per annum of Sixty Six Thousand and 00/100 Dollars ($66,000.00) (the “Annual Rent”) in equal monthly installments of Five Thousand Five Hundred and 00/100 Dollars ($5,500.00) each with payment due on the first day of each month, in advance. There shall be no increase in Annual Rent upon the completion of the Building Improvements, and the parties acknowledge that the annual rent provided for herein is inclusive of the Building Improvements. (b) CPI Adjustment. Upon the occurrence of each Extended Term (if any), Annual Rent shall be increased at the commencement of the first Extended Term to reflect the total increase in the Consumer Price Index for All Urban Consumers (“CPI-U”) during the Original Term, and for additional Extended Terms the total increase in CPI-U during the immediately preceding Extended Term. Once adjusted for the increase in CPI-U the recalculated Annual Rent shall be fixed throughout the Extended Term and shall be payable in equal monthly installments, in advance. Base Rent for month-to-month tenancy shall be similarly adjusted for the increase in CPI-U at the outset of any month-to-month tenancy. (c) Additional Tenant Expenses. It is the understanding and agreement of the Parties hereto that this is a “net” lease obligation, whereby Tenant shall bear its proportionate share, based on the square footage of the Leased Premises, of the costs and expenses incurred by the Township to operate the Government Center and Tenant hereby assumes and agrees to bear its proportionate share of the cost of such obligations with relation to the Leased Premises and the Government Center, the improvements thereon, and the appurtenances thereto, and the use, operation and maintenance thereof. In connection therewith, and without limiting in any way DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 4 Tenant’s responsibility under this “net” lease, Tenant shall pay its proportionate share of all utility costs, janitorial expenses and supplies, commercial maintenance services including pest control, recycling and trash collection, maintenance and repair expense for landscaped areas and parking lots adjacent to or serving the Government Center, insurance premiums for fire insurance, liability insurance and insurance for any other risks insured against by the Parties as required by this Lease or as reasonably required or customary in the operation of the Government Center by the Township, property taxes and assessments on the Government Center (if any); and all reasonable expenses incurred in the maintenance, upkeep and repair of the mechanical equipment serving the entire Government Center and the interior and exterior Common Areas including walkways, parking areas, shrubbery and lawns, keeping the same in safe and good repair and condition. Utility costs shall include all utility expenses or charges incurred on or about the Government Center in the furnishing of heat, ventilation, air conditioning, water and sewer services, electricity (excluding Tenant’s separately metered services provided for below), gas and other power or fuels. The Parties agree that the Township shall be responsible for the provision of all of the foregoing listed services (hereafter “Management Services”) throughout the Original Term and any Extended Term of this Lease. Tenant’s proportional share of all reasonable costs of whatsoever nature incurred by the Township to provide Management Services for the Government Center, (all hereafter “Management Costs”), shall be paid to the Township on a monthly basis as billed by the Township. A typical billing of monthly Management Costs shall be prepared by the Township in the format attached hereto as Exhibit “C”, with the Tenant substituted for “TriCo” (the prior tenant of the Leased Premises) and the proportionate amounts appearing in Exhibit “C” for such expenses (hereby designated as Tenant’s proportionate share) shall be paid by the Tenant in monthly installments as billed by the Township. On an annual basis, the Township shall review all actual expenditures for Management Costs for the prior calendar year and shall notify the Tenant in writing of the actual expenditures and any amounts necessary to be paid or refunded to properly cover all Management Costs as provided herein. Such amount shall be paid or refunded by the proper Party no later than thirty (30) days after the submittal of the Township’s report to Tenant. At the Township’s reasonable discretion, the annual budget may be revised during the Original Term or any Extended Term of this Lease, and the remaining monthly installments by the Tenant shall be revised accordingly. Township shall notify and consult with the City DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 5 regarding any revisions to the annual budget exceeding ten percent (10%) of the prior year’s annual budget. Given the nature of Tenant’s information technology operations, Tenant shall be responsible for all costs of installing separately metered electrical services for the equipment to be installed at the Leased Premises and any additional power, temperature control or other utility service that may be required for Tenant’s specialized use of the Leased Premises, and all telecommunications services for the Leased Premises required for Tenant’s operations. Installation and service charges for electricity and telecommunications services to the Leased Premises shall be the sole expense of Tenant. In addition, the Parties acknowledge that Tenant’s proportionate share of Management Costs shall be recalculated upon Substantial Completion of the Building Improvements provided for in Section 6.04 of this Lease. If agreed to by the Township and the Tenant, as an alternative to separate metering of electrical services, the Parties can equitably adjust the allocation of Management Costs to cover Tenant’s electrical service usage based on an estimate of increased usage from prior tenants of the Leased Premises. 3.02 Rental Payments. Rental checks are to be made payable to Clay Township of Hamilton County, Indiana and shall be payable to the Township at its offices located at 10701 N. College Avenue, Indianapolis, IN 46280. Rent shall be paid to the Township without notice or demand, and without deduction or offset, in lawful money of the United States of America, forwarded to the person and address indicated above, or to such other person or place as the Township may designate in writing from time to time. 3.03 Late Payments. Monthly installments of Rent and Tenant’s proportionate share of Management Costs (collectively referred to as “Rent”) shall be paid on the first day of each month, commencing on the Effective Date. All payments and any late fees and/or penalties shall be subject to the Indiana Prompt Payment Statute, Ind. Code 5-17-5-1 et seq. 3.04 Review of Management Costs. Tenant shall have the opportunity, upon request, to receive and review receipts, documents and other evidence of all Management Costs incurred by the Township and allocated to occupants of the Government Center pursuant to this Lease. Tenant may, from time to time, request that the Township review any specific item of Management Costs to determine whether such cost is reasonable in light of current market circumstances. Nothing contained herein shall serve to reduce or require the reduction of any DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 6 Management Cost incurred by the Township, but the Parties shall reasonably cooperate to maintain all Management Costs at reasonable market rates. 3.05 Limitation. Township shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of rent by reason of Township’s failure to furnish any of the foregoing Management Services when such failure is caused by inclement weather, accidents, breakage, repairs, labor disturbances or labor disputes of any character, pandemic or by any other cause beyond the reasonable control of the Township. If provision of any of the Management Service(s) deemed critical to City’s operations of the Leased Premises is suspended, interrupted or reduced for any reason and the Township cannot restore such Service(s) within a 48-hour period after written notice thereof from Tenant, Tenant shall have the right to restore such Service(s) itself and shall be reimbursed the reasonably incurred cost thereof within thirty (30) days of submitting a payment request to the Township therefore with reasonable supporting documentation. In the event of an emergency, the requirement for forty eight (48) hours prior written notice shall be reduced to four (4) hours. The Township shall not be liable under any circumstances for loss of or injury to Tenant’s property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing. 3.06 Security Deposit. As Tenant is a governmental entity, a security deposit is not required under this Lease. Article IV Use and Operation of Leased Premises 4.01 Use. Tenant shall use the Leased Premises only for governmental purposes consistent with Tenant’s stated authority and applicable governing instruments. It is understood and agreed that neither Tenant nor its sublessees or assignees shall be permitted to take any action or carry on any activity inconsistent with its stated authority as a department of an Indiana political subdivision. 4.02 Operations and General Conditions of Occupancy. Tenant shall keep the Leased Premises and the Government Center in a clean, orderly and safe condition at all times. Tenant shall conduct its own activities in a careful, safe and prudent manner. Tenant shall not (1) commit or permit waste or damage to the Leased Premises; (2) improperly store any hazardous materials or otherwise permit or suffer any nuisance or hazardous or unsafe condition to occur or exist on the Leased Premises; (3) cause or permit any use of the Leased Premises which would DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 7 constitute a violation of any ordinance, statute, regulation or order of any governmental authority. 4.03 Reservation of Rights. The Township reserves the right to adopt and promulgate reasonable rules and regulations, applicable to the use and occupancy of the Leased Premises and the Government Center consistent with the express purposes set forth herein and from time to time to amend or supplement said rules and regulations. Tenant shall receive thirty (30) day notice prior to the implementation of any such rules and regulations and an opportunity to comment or confer thereon. Tenant agrees to abide by all such rules and regulations and to use its best efforts to cause its employees, guests and invitees to do the same. 4.04 Encumbrance of Leasehold. Tenant may not mortgage, pledge or otherwise encumber its interest in this Lease or any sublease of the Leased Premises. 4.05 Assignment and Sublease. Tenant may not assign this Lease or sublet the Leased Premises without the Township’s prior written consent, which may be withheld at the sole discretion of the Township. 4.06 Continuing Obligations of Tenant. It is understood and agreed that any sublease or assignment entered into by Tenant with the Township’s consent pursuant to this Article shall be subject to the provisions of this Lease, and that such sublease or assignment shall not effect or reduce Tenant’s obligations hereunder, which shall continue in full effect as the obligations of a principal and not as a guarantor or surety, to the same extent as though no assignment or sublease had been made. 4.07 Suspension of Services. The Township reserves the right to suspend service of the heating, elevators, plumbing, electrical, air conditioning or other mechanical systems in the Leased Premises and the Government Center, and the sweeping, snow removal and maintenance of the Common Areas when necessary, by reason of governmental regulations, civil commotion or riot, accident or emergency, pandemic or for any other reason beyond the reasonable power or control of the Township. If provision of any of the Service(s) described herein deemed critical to City’s operations of the Leased Premises is suspended, interrupted or reduced for any reason and the Township cannot restore such Service(s) within a 48-hour period after written notice thereof for Tenant, Tenant shall have the right to restore such Service(s) itself and shall be reimbursed the reasonably incurred cost thereof within thirty (30) days of submitting a payment request to the Township therefore with reasonable supporting documentation. In the event of an emergency, DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 8 the requirement for forty eight (48) hours prior written notice shall be reduced to four (4) hours. The Township shall not in any way be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if, during the Original Term or any Extended Term, because of conditions beyond Township’s reasonable control, the quantity or character of any utility service is changed or is no longer available or suitable for Tenant’s requirements. Tenant shall not be entitled to a claim for constructive eviction or disturbance of right to possess the Leased Premises or an abatement of any rentals payable hereunder because of the suspension or inadequacy of the utility services, mechanical systems or services as provided herein. 4.08 Repairs. Repairs, alterations, or improvements to the Government Center, excluding the Leased Premises, which are, in the reasonable judgment of the Township, desirable or necessary, shall be done, if reasonably possible, outside Tenant’s normal business hours and shall reasonably accommodate Tenant’s operations. In the event such repairs, alterations, or improvements are conducted during Tenant’s business operations, Tenant’s rent shall not be abated during the time period of such repairs, alterations and improvements. Except in emergency situations, the Parties shall schedule in advance any necessary repairs, alterations or improvements to the Leased Premises to avoid interruption or suspension of the City’s operations at the Leased Premises. Article V General Covenant Against Liens 5.01 Tenant covenants and agrees that it shall not permit any statement of intention to hold a mechanic’s lien to be filed against the Leased Premises or any part thereof nor against any interest or estate therein by reason of labor, services or materials claimed to have been performed or furnished to or for Tenant. Such covenant shall extend and be applicable to all sublessees and assignees of Tenant. If because of any act or omission of Tenant, its sublessees or assignees, such statement of intention to hold mechanic’s lien or other lien, charge or order for the payment of money is filed, the Township at its option may compel the prosecution of an action for the foreclosure of such lien by the lienor. If any such statement of intention to hold mechanic’s lien or other lien shall be filed and an action commenced to foreclose such lien, Tenant, upon demand by the Township, shall cause the lien to be released by the filing of a written undertaking with a surety company approved by the Court and obtaining an order from the Court releasing the property from such lien. Nothing in this Lease shall be deemed or DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 9 construed to constitute consent to or request any party for the performance of any labor or services or the furnishing of any materials for the improvement, alteration and repairing of the Leased Premises; nor as giving Tenant the right or authority to contract for, authorized or permit the performance of any labor or services or the furnishings of any material that would permit the attaching of a valid mechanic’s lien. Article VI Maintenance, Alterations and Additions 6.01 Maintenance. Tenant shall keep the Leased Premises in good order and condition and shall take all action necessary or appropriate to keep and maintain the Leased Premises in good order and condition. Except for the Management Services provided for in this Lease, the Township shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding the Leased Premises or any part thereof through or under Tenant. Tenant further agrees to repair any damage to the Leased Premises or the Building caused by or in connection with the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, moveable partition or permanent improvements or additions, including without limitation thereto, repairing the floor and patching and painting the walls where required by Township to Township’s reasonable satisfaction, all at Tenant’s sole costs and expense. In the event Tenant fails to maintain the Premises in good order and condition, Township shall give Tenant notice to do such acts as are reasonably required to so maintain the Leased Premises. In the event Tenant fails to promptly commence such work and diligently prosecute it to completion, then Township shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. 6.02 Alterations and Additions. If there is no continuing event of default, Tenant may make additions or improvements to or alterations to the Leased Premises with the written consent of the Township, which shall not be unreasonably withheld. Each such addition, improvement, or alteration (i) must not, individually or in the aggregate, substantially lessen the fair market value of the Leased Premises or materially affect the Leased Premises’ usefulness as set forth in Article IV hereof, (ii) shall be completed expeditiously in a good and workmanlike manner, and in compliance with all legal requirements and all insurance requirements, (iii) shall become part of the Leased Premises and subject to this Lease. Such alterations and additions shall be subject to the general covenant against liens set forth in Article V hereof. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 10 6.03 Additional Tenant Improvements. Township acknowledges that Tenants use of the Leased Premises may require the installation of special HVAC and electrical equipment to ensure the continued use of the Leased Premises as its communications and information technology center. All such special improvements shall receive the prior approval of the Township, shall be installed at Tenant’s sole expense and shall be subject to Section 6.05 below. 6.04 Building Improvements. In addition to the general tenant improvements provisions in Sections 6.02 and 6.03 hereof, the Parties acknowledge that Tenant will be undertaking an addition to the Government Center in order to expand the Leased Premises as described and generally depicted in Exhibit “D” attached hereto (the “Building Improvements”). The Building Improvements shall be constructed solely at Tenant’s cost and expense and the ownership of the Building Improvements shall be as provided in Section 6.05 below. The Building Improvements shall not be used for general vehicle maintenance such as oil changes, engine repairs and similar maintenance activities without the prior written approval of the Township. During the course of constructing the Building Improvements and until occupancy by Tenant, the Tenant shall cause Builders Risk and general commercial liability coverage in customary amounts to be obtained by the City or the prime contractor on the Building Improvements which coverage shall name Clay Township of Hamilton County, Indiana and its elected officials, employees and agents as additional insureds with primary coverage. Prior to commencing construction of the Building Improvements, Tenant shall deliver Certificates of Insurance evidencing the foregoing coverage in a form acceptable to counsel for the Township. Upon completion of the Building Improvements, the Parties acknowledge that Tenant’s proportionate share of Management Costs shall be reallocated to reflect the increased square footage of the Leased Premises, and thereafter, for all purposes under this Lease, the Leased Premises, as expanded by the Building Improvements, shall constitute the Leased Premises under this Lease. 6.05 Ownership of Improvements. All improvements constructed on and any fixtures installed at the Leased Premises at any time by Tenant, its assignees and sublessees, including plans, drawings, and related materials shall, unless otherwise provided by written agreement between the Township and Tenant, become the property of the Township and remain with the Leased Premises at the expiration or sooner termination of this Lease. Article VII DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 11 Insurance 7.01 Township Insurance Coverage. The Township will maintain with insurers authorized to do business in the State of Indiana and which are well rated by any recognized national rating organization: (i) fire insurance and insurance with respect to risks from time to time included under the standard extended coverage endorsement, including vandalism and malicious mischief, in amounts sufficient to prevent the Township and Tenant from becoming co-insurers of any loss, but in any event not less than the then full insurable value of the Government Center as determined from time to time (but not less often then once every two (2) years) by the insurer or insurers; and (ii) comprehensive general public liability insurance against claims for bodily injury, death or property damage arising out of the use or occupancy of the Government Center by the Township in a combined single limit of not less than $1,000,000. 7.02 Public Liability Insurance. Tenant shall procure and maintain during the Original Term and any Extended Term a policy or policies of insurance written by a responsible insurance company or companies insuring the Tenant and the Township from any and all losses, claims, demands, or actions for injury to or death of any one or more person in any occurrence arising from Tenant’s use and operation of the Leased Premises or the Government Center. Such insurance shall provide for broad form protection with combined single limit coverage of not less than $1,000,000 and the total protection under the policies for damage to property may not be less than $500,000.00. The foregoing policy shall name Clay Township of Hamilton County, Indiana and its officers, employees and agents as additional insureds. Upon commencement of the Original Term, and upon request thereafter, the Tenant shall furnish to the Township Certificates of Insurance evidencing the continuous and uninterrupted existence of the public liability insurance coverage required by this Section in a form acceptable to counsel for the Township. 7.03 Policy Terms and Conditions. All insurance policies that the Township must maintain under this Article shall name it and the Tenant as the insured parties, as their respective interests may appear. The policies may be carried under blanket policies maintained by the Township if they comply with the provisions of this Article. The fire policy may provide for the same deductible amounts, not to exceed $25,000.00, that the Township customarily provides for in its insurance for similar properties owned or leased by it. The policies shall provide for a reserved amount with respect to the Leased Premises so as to assure that the amount of insurance DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 12 required by Section 7.01(i) will be available notwithstanding any losses with respect to other property covered by such blanket policies. With the exception of the coverage required under Section 6.04, all policies of insurance that the Township must maintain under this Lease shall not contain a provision relieving the insurer thereunder of liability for any loss by reason of the existence of other insurance policies covering the Leased Premises against the perils involved, regardless of collectability. 7.04 Personal Property and Fixtures. Township’s policies as provided herein shall not cover, and Tenant shall remain responsible for, all of Tenant’s trade and business fixtures and personal property, and losses related thereto shall be the responsibility of Tenant. 7.05 Insurance Certificate. The Township shall deliver to the Tenant upon request, Certificates of Insurance evidencing all insurance that the Township must maintain under this Lease. 7.06 Waiver of Subrogation. Township and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of loss or damage occasioned to such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which either may have in force at the time of such loss or damage. Tenant shall, upon obtaining the policies of insurance under this Lease, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease Article VIII Indemnification and Release 8.01 Indemnity. Tenant shall indemnify and hold Township harmless from, and defend Township against any and all claims of liability for any injury or damage to any person or property whatsoever: (1) occurring in, on or about the Leased Premises or any part thereof; (2) occurring in, or about, any facilities (including, without prejudice to the generality of the term “facilities”, elevators, stairways, passageways, hallways, and parking areas), the use of which Tenant may have in conjunction with other tenants of the Government Center, when such injury or damage is caused in part or in whole by the act, neglect, fault or omission of any duty with respect to the same by Tenant, its agents, contractors, employees or invitees; and (3) relating in any way to the construction of the Building Improvements by Tenant. The Parties shall further DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 13 indemnify and hold each other harmless from and against any and all claims arising from any breach or default in the performance of any respective obligation under the terms of this Lease, or arising from any act or negligence of such Party, or any of its agents, contractors, employees and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. Each Parties’ obligation to indemnify shall not include any matter for which the other Party is effectively protected against by insurance. In case any action or proceeding be brought against either Party by reason of any such claim, an indemnifying Party, upon notice from the other Party, shall defend the same at the indemnifying Party's expense by counsel reasonably satisfactory to the indemnified Party, provided, however that neither Party shall be liable for damage or injury occasioned by the negligence or intentional acts of the other Party and its designated agents or employees unless covered by insurance the Parties are required to provide. 8.02 Release. The Township and Tenant do each hereby release the other from all liability for an accident, damage or injury caused to person or property, provided, this release shall be effective only to the extent that the injured or damaged party is insured against such injury or damage and only if this Lease shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. Article IX Condemnation and Casualty 9.01 Notice. If there is any damage to or destruction of the Leased Premises or Government Center, or if any proceedings or negotiations are instituted which do or may result in a governmental taking of all or any portion of the Government Center, each party will promptly give notice thereof to the other, describing its nature and extent. 9.02 Condemnation. If the entire Government Center, or such portion thereof as will make the remainder unsuitable for the use permitted by this Lease, is condemned by any legally constituted authority, or if a conveyance or other acquisition in lieu of such condemnation is made, then this Lease shall terminate as of the date possession is required by the condemnor. If a portion of the Government Center is condemned but the remainder is still suitable for the use permitted by this Lease, this Lease shall not terminate. Tenant hereby assigns to the Township any award or payment on account of any governmental taking by condemnation which is payable in connection with the Government Center. All amounts paid pursuant to an agreement with the DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 14 condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Tenant agrees that this Lease shall control the rights of both Parties in any such award, and any contrary provision of any present or future law is hereby waived. 9.03 Township’s Duty to Restore Damaged Leased Premises. If the Leased Premises should be damaged by fire or other cause to such an extent that the cost of repair and restoration would be less than $100,000.00, the Township will promptly commence and complete restoration of the property. If the City is not able to fully use the Leased Premises during repair and restoration, the Rent and Management Cost obligations will be prorated to reflect the portion of the Leased Premises usable, or fully abated if fully unusable, until restoration is complete and Tenant is able to resume its operations at the Leased Premises. 9.04 Destruction. If the Government Center should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would exceed $100,000.00, then the Township shall, utilizing the proceeds of the insurance required to be carried under Section 7.01 hereof, promptly repair and restore the Government Center to substantially the same condition it was in prior to the damage or destruction. If the City is not able to fully use the Leased Premises during repair and restoration, the Rent and Management Cost obligations will be prorated to reflect the portion of the Leased Premises usable, or fully abated if fully unusable, until restoration is complete and Tenant is able to resume its operations at the Leased Premises. The Township’s duty to repair and restore the Government Center, however, shall be limited to the proceeds of the insurance required to be carried under Section 7.01 hereof. Notwithstanding anything to the contrary contained under this Lease Agreement, it is specifically acknowledged and understood by Tenant that the Township shall not, and does not hereby, assume any obligation to expend public funds for the repair or restoration of the Leased Premises. 9.05 Termination Events. This Lease shall terminate sixty (60) days after the occurrence of any of the following termination events: (a) damage or destruction occurs to the Government Center or Leased Premises pursuant to Paragraphs 9.03 or 9.04 above and restoration cannot be completed within 180 days after the occurrence; (b) the damage, destruction, or condemnation occurs during the last 180 days of the initial term or during the last180 days of any extended term of this Lease and Tenant does not exercise its right to extend the term (under Article II hereof) then in effect within ten (10) business days after receipt of written notice of termination from the Township pursuant to this Section; or (c) within thirty (30) DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 15 days after the date of the occurrence or condemnation, if Tenant determines in good faith and notifies the Township that, as a result thereof, the Leased Premises is no longer suitable for the uses and purposes intended under Article IV hereof. Article X Tenant’s Trade Fixtures and Equipment 10.01 All trade fixtures, signs, equipment, furniture, or other personal property of whatever kind and nature kept or installed on the Leased Premises by Tenant shall not become the property of the Township or a part of the Government Center or appurtenant real estate, no matter how affixed to the Leased Premises, and may be removed by Tenant at any time and from time to time during the entire term of this Lease. Upon request of Tenant or its sublessees or assignees, the Township shall execute and deliver any consents or waiver forms submitted by any vendor, lessor or owner of any trade fixtures, signs, equipment, furniture or other personal property of any kind and description kept or installed on the Leased Premises setting forth that the Township waives, in favor of such vendor, lessor or owner, any superior lien, claim, interest or other right therein. The Township shall further acknowledge that property covered by the consent or waiver is personal property and is not to become a part of the real estate no matter how affixed thereto, and that such property may be removed from the Leased Premises by such vendor, lessor or owner at any time upon default in the terms of any financing arrangements, leases or other similar documents, free and clear of any claim or lien of the Township. Article XI Subordination and Non-Disturbance 11.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of any and all mortgages, or consolidated mortgage or mortgages, which may now or hereafter affect the Leased Premises, or any part thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof, subject to the following conditions. Any mortgage placed upon the Leased Premises shall provide that so long as there is not outstanding a continuing event of default by Tenant in any term, condition, covenant, or agreement of this Lease, the leasehold estate of Tenant created hereby and Tenant’s peaceful and quiet possession of the property shall be undisturbed by any foreclosure of the mortgage. Article XII Certificates DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 16 12.01 Either party shall, without charge, at any time within ten (10) days after the other’s written request, from time to time, certify by written instrument duly executed and acknowledged to any actual or proposed mortgagee or purchaser, or any other person specified in the request, as to the following: (a) whether this Lease has been supplemented or amended, and if so, the substance and manner of such supplement or amendment; (b) the validity and force and effect of this Lease, in accordance with its tenor as then constituted; (c) the existence of any default thereunder; (d) the existence of any offsets, counterclaims, or defenses thereby by the other party; (e) the commencement and expiration dates of the terms of this Lease; and (f) all other matters that may reasonably be so requested. Any such certificate may be relied upon by the party requesting it and any other person to whom it may be exhibited or delivered. The contents of the certificate shall be binding on the party executing it. Article XIII Surrender 13.01 Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Leased Premises to the Township in good order and condition, except for ordinary wear and tear, and the results of any damage, destruction, or condemnation covered by other provisions of this Lease. Tenant shall remove from the Leased Premises on or prior to the expiration or earlier termination all of its property situated thereon and shall repair any damage caused by the removal. Any property not so removed after thirty (30) days after expiration or earlier termination of this Lease shall become the property of the Township. Article XIV Events of Default, Remedies 14.01 Default by Tenant. Any of the following occurrences, conditions, or acts shall constitute an “Event of Default” under this Lease: (a) If Tenant defaults when making payment when due of any Rent as specified in Article III hereof, and the default continues for ten (10) days after the Township gives written notice to Tenant specifying and demanding that it be cured; or (b) Tenant defaults in the observance or performance of any other provision of this Lease, and the default continues for thirty (30) days after the Township has given written notice to Tenant specifying the default and demanding that it be cured. However, if the default cannot be cured by the payment of money or cannot with due diligence be wholly cured within such thirty (30) day period, Tenant may have any longer period that is necessary to cure the default, so DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 17 long as Tenant proceeds promptly to cure it within that period, prosecutes the cure to completion with due diligence, and advises the Township from time to time, upon the Township’s request, of the actions that Tenant is taking and the progress being made. 14.02 Default by Township. The following occurrences, conditions, or acts shall constitute an “Event of Township Default” under this Lease: Township’s default in the observance or performance of any provision of this Lease, and the default continues for thirty (30) days after the City has given written notice to Township specifying the default and demanding that it be cured. However, if the default cannot be cured by the payment of money or cannot with due diligence be wholly cured within such thirty (30) day period, Township may have any longer period that is necessary to cure the default, so long as Township proceeds promptly to cure it within that period, prosecutes the cure to completion with due diligence, and advises the City from time to time, upon the City’s request, of the actions that Township is taking and the progress being made. 14.03 Remedies of Township. If there is any Event of Default under this Lease, the Township may, at its option, in addition to any other remedy or right it has hereunder or by law: (a) Maintain the Lease in full force and effect and recover the rent and other monetary charges as they become due without terminating Tenant’s right to possession irrespective of whether Tenant shall have abandoned the Premises. In the event Township elects not to terminate the Lease, Township shall have the right to attempt to re-let the Leased Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Leased Premises as Township deems reasonable and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Leased Premises. In the event any such re- letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Township fails to elect to terminate the Lease initially, Township at any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. (b) Terminate the Lease at any time upon the date specified in a notice to Tenant, in which case Tenant shall immediately surrender possession of the Premises to Township. In such event Township shall be entitled to recover from Tenant all damages incurred by DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 18 Township by reason of Tenant’s default, including without limitation thereto, the following: (i) the worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that is proved could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (iv) any other amount necessary to compensate Township for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result there from; plus (v) at Township’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable State law. 14.04 Remedies of the City. If there is any Event of Township Default under this Lease, the City may terminate the Lease at any time upon the date specified in a written notice to the Township specifying such Default and failure by the Township in such thirty (30) day period to cure such Event of Township Default. In such event the City shall surrender possession of the Leased Premises to Township within a reasonable time required to find a suitable space to relocate and shall continue to pay the Rent and Management Costs provided herein until the date possession of the Leased Premises is so surrendered. 14.05 Recoverable Damages. In addition to any remedies available under Article XIV, the prevailing Party hereunder shall be entitled to be paid by the other Party all costs and charges, including reasonable attorneys’ fees, incurred by the prevailing party in enforcing any provision, covenant or agreement of the other Party contained in this Lease. Article XV Notices 15.01 All notices required or permitted to be given hereunder shall be in writing and delivered either in person or by certified or registered first class prepaid mail, return receipt requested, at the following addresses or such other addresses as any party may designate in writing delivered to the other party to this Lease: If to the Township: With a copy to: DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 19 Clay Township Trustee KROGER GARDIS & REGAS 10701 North College Avenue Attention: Brian C. Bosma Suite B 111 Monument Circle, Suite 900 Indianapolis, Indiana 46280-1089 Indianapolis, Indiana 46204-5125 bcb@kgrlaw.com If to Tenant: With a copy to: Carmel Information and Communication Office of Corporation Counsel Systems City of Carmel, Indiana 10701 N. College Ave, Suite A One Civic Square Indianapolis, Indiana, 46280 Carmel, Indiana 46032 15.02 Any notice given in accordance with this Section shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt. Article XVI Limitation Upon Liability 16.01 Neither this Lease Agreement, nor any of the acts of the Township or Tenant hereunder, shall be deemed to create a joint venture, partnership or other arrangement by which one party might be deemed to be the agent of or vicariously liable for the acts of the other party, and each party hereby agrees to indemnify and hold harmless the other party from any loss, damage, or liability arising vicariously because of the acts of the first party. Article XVII Miscellaneous Provisions 17.01 Severability. If any provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such provision shall not be affected thereby. 17.02 Binding Effect. The provisions of this Lease shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns. 17.03 Quiet Enjoyment. If Tenant shall perform all of its covenants, agreements and obligations under this Lease, Tenant shall at all times during the term and any extensions thereof have the peaceable and quiet enjoyment of the Leased Premises without hindrance from the Township or any parties lawfully claiming under the Township. 17.04 Access. The Township reserves the right to enter the Leased Premises in any emergency at any time without notice to Tenant. The Township reserves the right to enter the DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 20 Leased Premises during regular business hours or at any other reasonable time, and to inspect the same, as reasonably deemed necessary by the Township. Tenant hereby waives as against the Township any claim for damage for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Leased Premises and any other loss occasioned thereby. 17.05 Headings. The table of contents, articles, and section headings are for convenience and reference only and shall not be used to limit or otherwise affect the meaning of any provision of this Lease. 17.06 Counterparts. This Lease may be simultaneously executed in two (2) or more counterparts, each of which shall be deemed a fully enforceable original but all of which together shall constitute one in the same instrument. 17.07 Governing Law. This Lease shall be construed in accordance with and governed by the laws of the State of Indiana. 17.08 Modification and Amendments. No changes, additions, amendments or interlineations made to this Lease shall be binding unless made in a written document that is executed by the Township and Tenant. 17.09 Construction. All terms used in this Lease, regardless of the number or gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and by other gender, masculine, feminine or neuter, as the context or sense of this Lease or any section, subsection, or clause herein may require as if such terms had been fully and properly written in such number or gender. 17.10 Non-Waiver. No delay or failure by either party to exercise any right under this Lease, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 17.11 Entire Agreement. This Lease supersedes all agreements previously made between the Parties relating to its subject matter. There are no other understandings or agreements between them. IN WITNESS WHEREOF, the Township and Tenant have hereunto set their hands, by authorized signatures, in multiple originals, on the dates set forth below, with the Effective Date of this Lease being January 1, 2021. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 Mary Ann Burke BPW Members, City of Carmel 1/19/2023 BPW Members, City of Carmel Lori Watson 1/19/2023 A-1 EXHIBIT “A” Legal Description of Government Center Lots 159, 160, 161, 162, 163, 164, 165, 166 and 167 in Section 1, Township 17 North, Range 4 East in Hamilton County, Indiana. DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 B-1 EXHIBIT “B” Depiction of Leased Premises DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 C-1 EXHIBIT “C” Sample Allocation of Management Expenses DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57 D-1 EXHIBIT “D” Depiction of Building Improvements DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57