HomeMy WebLinkAboutCorrespondence
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Johnson, Sue E
From:
Sent:
To:
Subject:
Hahn, Kelli A
Friday, December 07,2001 7:37 AM
Johnson, Sue E
Docket Number
Hello,
Could you please give me a docket number for:
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~01 ADLS Amli at City Center Entrance Sign
The filing fee for the petition is $700 + $35(13 acres) = $1
Planner
City of Carmel
One Civic Square
Carmel, IN 46032
317-571-2417 Fax: 317-571-2426
Thanks,
Kelli
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City of Carmel
DEPARTMENT OF COMMUNITY SERVICES
August 2, 2001
Paul Reis
The Reis Law Firm
12358 Hancock Street
Carmel, Indiana 46032
RE: Amli Carmel Center Signage (ADLS)
VIA FACSIMILE (848-4899)
Dear Paul,
Thank you for meeting with Dawn Pattyn and myself on July 24. We appreciate your
willingness to provide us with the most current information possible. The signage presented is
required to go through the ADLS procedure and gain approval from the Director of the
Department of Community Services. This public hearing will take place after the signage has
been reviewed by the Carmel Redevelopment Commission (CRC). The CRC will be meeting
August 7 at 7 PM. Please contact Phyllis Morrissey at 571-2418 if you intend to be placed on
this agenda.
Regarding the off-premises sign, we would recommend that Amli allow other tenants and/or uses
to locate signage on the proposed monument sign in the future so that we do not encourage a
proliferation of off-premises signs at this location. Issues may still exist regarding whether this
sign will require a variance through the Board of Zoning Appeals. Please confIrm that there are
no plans to transfer the property, currently owned by the City, on which the sign is located to
Amli.
Regarding the Amli Carmel Center entrance sign, the Department has no concerns at this time.
The fee for this petition is $1155 ($700 + $35[13 acres]) Once our office has received
confIrmation of approval by the Carmel Redevelopment Commission, we will schedule a date for
the public hearing. These hearings require ten days notice. If you have any further questions
regarding these comments, please contact me by phone at 571-2424 or by email at
khahn@ci.carmeLin.us.
Sincerely,
tUti' ~
Kelli Hahn
Planner
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2417
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EXHIBIT K
CARMEL CITY CENTER
City of Cannel will obtain the following permits for the development:
1. Wetlands Permit
2. IDEM sewer extension permit for CRe work
3. All applicable local sewer and water permits
4. Permits for CRe Site Work and CRC Improvements
5. All other Transferable Permits not covered above
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(AMLI)
TRACT 1-A
CARMEL CITY CENTER PROJECT
DOCKET No. 142-00 DP/ADLS
Public Hearing Officer
September 7, 2000
The Public Hearing on Docket No. 142-00 DP/ADLS, Tract I-A of the City Center
Project known as AMLI was opened at approximately 9:00 AM on Thursday, September
07,2000. The public hearing was held in the Caucus Rooms of City Hall, One Civic
Square, Carmel, Indiana.
In attendance: Steve Engelking, Director, Department of Community Services, Hearing
Officer; John Molitor, Carmel/Clay Plan Commission Counsel; Les Olds, Bob Doster,
and Dan Moriarity, CSO Architects/Engineers; Jim Thomas and Bruce Rigsbee, AMLI;
Joe Staehler and Rick Roesch, Carmel Redevelopment Commission; and Laurence Lillig,
City Planner, Department of Community Services.
Jim Thomas, Senior Vice President of AMLI Residential Properties, appeared before the
Public Hearing Officer. AMLI is listed on the New York Stock Exchange and is a Real
Estate Investment Trust headquartered in Chicago, TIlinois, with its mid-west regional
headquarters in Indianapolis, Indiana.
The subject site is Tract I-A of the Carmel City Center and was shown on a graphic
layout representing the final site plan. There has been a wetlands issue and some minor
"tweaking" of the site plan to locate the drive. The detention pond centers on the project;
the City Center building is a "U" or "Omega" shape. The project is mixed-use over all,
however, Lot 1 is strictly apartments. The main community amenities, leasing office,
management office, business center--all will be contained on the lower level of the
building in the center section, with the apartments up and around.
Renderings were shown of the wings. The elevations are essentially the same, front and
back, and very traditional. The view from City Center Drive will be the Townehomes.
The tree-save areas consist of the retention and wetlands areas intact. The drive-by view
from City Center Drive will be massive trees, townehomes back-stopped by big trees, the
large City Center Building, and behind are the attached garage buildings.
The townehomes do have 2 car, attached garages with each unit; the apartments do not.
The garage buildings are either on the ends or in the middle of the building, and the
garages lead directly to the apartments in the upper floors. There is also a pool and
amenity core.
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Pursuant to the Development Agreement, the signage at the parkwaylboulevard entrances
will be off-site in the corner. The trash is contained in a compactor facility; there are
detached garages located along the property line that will be utilized as a screening
device.
The Plan Commission made a formal request of AMLI to meet with the adjoining
neighbors regarding the screening. The primary concern is that there are some
encroachments on the AMLI property by the neighbors in the form of gardens and trees.
There is some secondary growth of 10-15 year old trees that will be retained for
screening.
Members of the public were invited to speak in favor of the proposed ADLS, the
following appeared.
Rick Roesch, 832 Spruce Drive, Carmel, president of the Carmel Redevelopment
Commission, stated that the Commission totally supports the proposed facility and the
efforts of the AMLI group. AMLI has worked well with the community and the
Commission is in favor of the project.
Members of the public were invited to speak in opposition to the ADLS; no one appeared
and the public hearing was closed.
Laurence Lillig of the Department of Community Services commented as follows: The
Plans at the DOCS office are stamped May first--there were several comments made by
the Engineering Department that need to be addressed. If there is a more current set of
plans, they are to be delivered to the Department.
Bob Doster, CSO Architects/Engineers, reported that the storm sewer is a private system.
The wetlands will not be disturbed. The Entrance now provides for 18 feet in width,
rather than 17 feet as initially planned.
Laurence Lillig further commented that there is a letter on file from the Carmel Clay
Schools requesting sidewalks and asking if they will be connected to the path on City
City Drive. Mr. Doster responded that there are sidewalks between the townehomes;
sidewalks have not been provided on the main road into the site. Correspondence from
Hamilton County Soil & Water indicates that their concerns have not yet been addressed
regarding the wetlands. Mr. Doster confirmed that AMLI has been working with the
Army Corps of Engineers, however, it is actually a City issue rather than AMLI. Mr.
Doster thought the Soil & Water Conservation's conditions had been met and will
forward a letter to the Department from John South in confirmation.
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" . Doster stated that at this point, the Redevelopment Commission owns the property.
,i\bcording to the Development A~eement, the sign is to be located in the southwest
'~rner of City Center Drive and Range Line Road. The property will ultimately be
i\vned by the City and according to John Molitor, the City does not need a Variance to
': t a sign on City property.
~_~ urence Lillig requested that AMLI submit a sign package in its final form and detail to
~a Department before the signs are actually produced. The Department has a copy of a
J nage plan with a "Disclaimer" on the front. Dawn Pattyn of the DOCS will be
~~ iewing the signs. Some of the signs would not meet Carmel's Ordinance; due to the
r~ (multi family), specific signage will be required.
The Department is recommending favorable consideration of this project.
I'~~ ve Engelking had comments on the sign issue. If the signage does exceed that which
s~ llowed by the Ordinance, and the property is conveyed to AMLI and no longer owned
. the City, AMLI would be required to petition the Board of Zoning Appeals for sign
i lances.
I' hn Molitor elaborated on the sign issues. If the Hearing Officer approves the design
. ckage, the approval for the signs is not given until the signs are actually applied for and
't s determined that they are within the Sign Ordinance.
In regard to the wetlands, Joe Staehler stated that something should be forthcoming from
the Corps. of Engineers any day (this has been goi.ng on for two weeks.)
Steve Engelking asked if the exterior of all buildings were brick. Mr. Doster responded
that the exterior of the Carmel Center Buildings are all brick--the exterior of the
townehomes are brick on three sides, and the exterior of the attached garage buildings are
brick on all sides of the lower level, and cementious, one-sided material (Hardy Board)
on the upper levels. The Hardy Board must be painted, but otherwise is maintenance
free. It is not vinyl.
Steve Engelking asked for clarification regarding the neighbors to the west and their
concerns regarding a buffer and the distance between the property line and the detached
garages. According to Mr. Doster, the distance between the property line and the back of
the detached garages is 35 feet and it will be landscaped; probably no berms.
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Laurence Lillig asked if AMLI had received comments from the City Arborist, Scott
Brewer. Mr. DostIer responded in the affIrmative. The landscape comments were in
regard to the number of trees on the City's recommended list to be planted. These are
basically the same comments heard at the Technical Advisory Committee.
Rick Roesh confirmed that this item was published in the paper, and Laurence Lillig
confIrmed that the DOCS had sent out proper notification by certified mail.
Steve Engelking approved of the Development Plan! Architectural Design, Lighting,
Landscaping and Signage, subject to the following: supporting approval documentation
from the City Engineer, and the County Soil & Water Conservation District, and up-dated
Plans, if any. It is understood that issues of signage are to go through the permitting
process.
There being no further business to come before the hearing officer, the meeting was
adjourned at 9:35 AM.
earing Officer
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PROJECT AGREEMENT
This Project Agreement (the "Agreement"), by and between The City of Carmel
Redevelopment Commission ("CRC") and AMLI Residential Properties, loP., a Delaware limited partnership
(the "Developer"), executed as of the 2nd day of November, 1999, WITNESSES:
Recitals
WHEREAS, CRC owns the Residential Project Site, and intends for the Residential Project
Site to be incorporated into the City Center as the real estate upon which multi-family residential apartment
buildings and related facilities are constructed;
WHEREAS, CRC intends to convey the Residential Project Site to a developer that will
construct the Residential Project on the Residential Project Site;
WHEREAS, CRC is required to comply with the Statute and conduct a public offering prior
to any conveyance of the Residential Project Site;
WHEREAS, in compliance with the Statute, CRC prepared the Notice of Sale, which Notice
of Sale showed the Residential Project Site and an offering price not les~ than the average of two separate
appraisals by independent appraisers;
WHEREAS, in compliance with the Statute, the Notice of Sale: (a) was published twice in
and , on , 1999, and , 1999;
(b) stated that CRC would open and consider written offers for the purchase of the Residential Project Site
at the Designated Time; and (c) stated the general location of the Residential Project Site, identified the
Required Use, and required bidders to submit certain information, including, without limitation, all information
required by the Statute;
WHEREAS, in compliance with the Statute, and at the Designated Time, CRC opened and
considered the bids that had been submitted, including, without limitation, the Development Proposal;
WHEREAS, in compliance with the Statute, CRC accepted the Development Proposal, based
upon a determination that the sale of the Residential Project Site to Developer, and the development of the
Residential Project Site by Developer, will further the creation of the City Center and best serve the interest
of the community, from the standpoint of both human and economic welfare; and
WHEREAS, Developer desires to: (a) acquire the Residential Project Site from CRC; and
(b) construct upon the Residential Project Site the Residential Project, as generally shown on the Residential
Project Site Plan;
Aareement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC and Developer agree as follows:
1. Defined Terms.
Adiacent Real Estate shall mean that certain real estate depicted on Exhibit A, and more particularly described
on Exhibit A-1, attached hereto and incorporated herein by reference.
Chanae Order shall mean a change order executed by CRC and Developer finalizing the inclusion into the
Final Developer Plans of a change proposed in a Change Order Request by Developer that is approved by
CRC; provided that, in the case of a Permitted Change, such change order shall be effective if executed only
by Developer.
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Chanoe Order Reouest shall mean a written request for a change to the Final Developer Plans.
Citv shall mean the City of Carmel, Indiana.
Citv Center shall mean a redevelopment project on the City Center Project Site that will provide a balanced
mixture of residential facilities, retail facilities, dining options, a corporate office campus, and public amenities.
Citv Center Proiect Site shall mean that certain real estate depicted on Exhibit A, attached hereto and
incorporated herein by reference.
Closino shall mean the closing with respect to the conveyance of the Residential Project Site to Developer.
Closino Date shall mean the date of the Closing.
Conditions for Development shall mean the conditions imposed by CRC on its offer of the Residential Project
Site for sale and redevelopment, as set forth in the Notice of Sale, as the same have been or shall be
amended by this Agreement.
Construction Trade shall mean any trade or other discrete aspect of construction of the Residential Project.
CRC Construction Plans shall mean the plans and specifications for completion of the CRC Site Work and
construction of the CRC Improvements approved by Developer and set forth on Exhibit C, attached hereto
and incorporated herein by reference; provided that: (a) such plans and specifications are subject to
modification by CRC upon completion of: (i) the Mitigation Plan and the Mitigation Schedule; and (ii) the Final
Developer Plans; so that CRC can coordinate completion of the CRC Site Work and construction of the CRC
Improvements with mitigation of the Wetlands and construction of the Residential Project; and (b) all
modifications to such plans and specifications shall be subject to the approval of Developer, which approval
shall not be withheld or delayed unreasonably.
CRC Construction Schedule shall mean the schedule for completion of the CRC Site Work and construction
of the CRC Improvements approved by Developer and set forth on Exhibit D, attached hereto and
incorporated herein by reference; provided that: (a) such schedule is subject to modification by CRC upon
completion of: (i) the Mitigation Plan and the Mitigation Schedule; and (ii) the Final Developer Plans; so that
CRC can coordinate completion of the CRC Site Work and construction of the CRC Improvements with
mitigation of the Wetlands and construction of the Residential Project; and (b) all modifications to such
schedule shall be subject to the approval of Developer, which approval shall not be withheld or delayed
unreasonably.
CRC Imorovements shall mean the infrastructure and site improvements described in the CRC Construction
Plans.
CRC Site Work shall mean that site work described in Exhibit B, attached hereto and incorporated herein by
reference.
Cure Period shall mean a period of 30 days after a party failing to perform or observe any term or condition
of this Agreement to be performed or observed by it receives notice specifying the nature of the failure;
provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably
diligent efforts, then the 30 day period shall be extended as reasonably may be necessary for the defaulting
party to remedy the failure, so long as the defaulting party commences to remedy the failure within the 30 day
period, and diligently pursues such remedy to completion.
Declaration shall mean that certain Declaration of Covenants and Cross-Easements with respect to the
Residential Project Site; provided that Developer shall have the right to review and approve the Declaration,
which approval shall not be withheld or delayed unreasonably.
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Desionated Time shall mean July 13, 1999, at 5:30 p.m., local time.
Desian Development Documents shall mean detailed design development documents that describe and
establish systems, equipment, and finishes for the Residential Project, which documents shall be consistent
in all material matters with the Residential Project Site Plan, the Development Guidelines, the Conditions for
Development, the Development Proposal, and the Laws.
Developer Construction Drawinos shall mean construction drawings with respect to the construction of the
Residential Project in accordance with the Design Development Documents, which drawings shall be
consistent in all material matters with the Design Development Documents and the Developer Construction
Schedule approved by CRC.
Developer Construction Schedule shall mean a detailed schedule for construction of the Residential Project
in accordance with the Final Developer Plans, which schedule shall reflect that Developer shall: (a) commence
construction of the Residential Project within 60 days after the later of: (i) the issuance of all Transferable
Permits and Required Permits; (ii) the Required Zoning has been obtained; or (iii) completion of the Final
Developer Plans; provided that such schedule shall reflect that Developer shall commence and complete the
Initial Site Work in accordance with the Initial Site Work Plans; (b) complete construction of the Residential
Project by the date that is the earlier of: (i) _ months after Developer receives the Transferable Permits; or
(ii) ; and (c) complete certain quantities of apartment units in accordance with the Unit
Completion Timeline.
Develooment Guidelines shall mean those guidelines for development of the Residential Project Site set forth
on Exhibit E, attached hereto and incorporated herein by reference.
Development Proposal shall mean that certain proposal, and all related materials, submitted by Developer
to CRC, as the same has been or will be amended by this Agreement and the public offering described in
Section 23, including, without limitation, the elevation renderings and descriptions attached hereto and
incorporated herein by reference as Exhibit F.
Due Diliaence Period shall mean a period commencing on the Execution Date and expiring on
December 10,1999.
Earnest Monev shall mean the amount of $200,000.00, which was deposited by Developer with CRC at the
time that Developer submitted the Development Proposal.
Environmental Assessment shall mean the existing Phase One Environmental Assessment of the Residential
Project Site, together with all wetlands delineation studies or reports with respect to the Residential Project
Site.
Escrow Closina shall mean a Closing into escrow, with the Title Insurer as the escrow agent.
Execution Date shall mean the date on which this Agreement is executed.
Final Documents and Drawinas shall mean final schematic design drawings, final design development
documents, the final construction schedule, and final construction drawings, as each is finalized and approved
or reviewed by CRC pursuant to Section 11.
Final Developer Plans shall mean the aggregated Final Documents and Drawings.
Force Maieure shall mean: (a) an act or omission of the other party; or (b) any other cause that is not within
the reasonable control of such party, including, without limitation: (i) any act of God, any fire, explosion, or
other casualty; (ii) inclement weather; (iii) war (declared or undeclared) or police action; (iv) restraint by or of
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governmental, civil or military authorities; (v) riot or insurrection; (vi) sabotage; (vii) the unavailability of
materials, equipment, services, or labor, so long as such unavailability does not result from the act or omission
of the party claiming Force Majeure; (viii) strike, lockout, or other industrial or labor disturbance; and (ix) utility
or energy shortages or acts or omissions of public utility providers.
IDEM shall mean the Indiana Department of Environmental Management.
Initial Site Work shall mean the initial site work with respect to the Residential Project, as described in the
Initial Site Work Plans.
Initial Site Work Plans shall mean the detailed plans and schedule for the Initial Site Work, which plans and
schedule shall reflect that Developer shall commence the Initial Site Work before the expiration of the
calendar year 1999, subject to the issuance of all Transferable Permits and Required Permits that are
necessary for the commencement of the Initial Site Work.
Insoectina Architect shall mean an architect chosen by CRC, at its expense, for purposes of inspecting
construction of the Residential Project.
Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules,
regulations, guidelines, orders, and/or decrees.
Mitiaation Plan shall mean the plan for mitigation of the Wetlands that has been or will be approved by CRC,
Developer, USACE, IDEM, and any other governmental authorities whose approvals are required.
Mitiaation Schedule shall mean the schedule for mitigation of the Wetlands pursuant to the Mitigation Plan,
which schedule shall be consistent with, and shall not interfere with, the CRC Construction Plans, the CRC
Construction Schedule, and the Final Developer Plans.
Notice of Sale shall mean that certain Notice of Sale of Real Estate For the Private Redevelopment Of
Redevelopment Parcel No.1 In the Carmel City Center.
Per Acre Price shall mean an amount equal to $
total number of acres in the Residential Project Site).
(calculated by dividing the Purchase Price by the
Permitted Chanae shall mean any change to: (i) that portion of the Final Developer Plans consisting of the
final Developer Construction Schedule with respect to construction of one or more of the Residential
Buildings, so long as such change will not result in a material extension of any of the dates set forth in the Unit
Completion Timeline by which Developer must have a set number of apartment units ready for lease and
occupancy; or (ii) that portion of the Final Developer Plans consisting of the final Developer Construction
Drawings, so long as such change is consistent with the Design Development Documents approved by CRC.
Permitted Exceotions shall mean any exceptions to title reflected in the Title Commitment: (a) that are not Title
Defects; or (b) to which: (i) Developer does not object within 15 days after receipt by Developer of the Title
Commitment, all title exception documents, and the Survey (except the lien of any mortgage or other security
instruments to be released at or before the Closing); (ii) Developer agrees in writing to accept; or
(iii) Developer waives pursuant to the terms and conditions of Section 8.
Plan Refinement Process shall mean the process for refining the Final Developer Plans set forth in Section 11.
Pre-Aooroved Schematic Desian Drawinas shall mean those schematic design drawings for the Residential
Project listed on Exhibit G, attached hereto and incorporated herein by reference, which schematic design
drawings have been approved by CRC as of the Execution Date and are final schematic design drawings.
Purchase Price shall mean $4,000,000.00.
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Real Estate Taxes shall mean all real estate taxes, assessments, fees, levies, or charges of any nature levied
on, against, or with respect to the Residential Project Site by any governmental or quasi-governmental agency,
department, or body.
Remainino Schematic Desion Drawinas shall mean those schematic design drawings for the Residential
Project listed on Exhibit H, attached hereto and incorporated herein by reference, which schematic design
drawings have not been approved by CRC as of the Execution Date.
Reouired Amenities shall mean appropriate resident amenities, including, without limitation, those resident
amenities set forth in Exhibit I, attached hereto and incorporated herein by reference.
Reouired Permits shall mean all permits, licenses, approvals, and consents required by the laws for the
ownership, construction and use of the Residential Project by Developer consistent and in accordance with
the Required Zoning, excluding the Transferable Permits.
Reouired Use shall mean the use of the Residential Project consistent with, and pursuant to the terms and
conditions of, this Agreement.
Reouired Zonino shall mean a zoning classification or designation of the Residential Project Site pursuant to
the laws of the City necessary to permit and allow the Required Use.
Residential Buildinos shall mean market-rate residential apartment buildings to be constructed in accordance
with the Development Guidelines.
Residential Proiect shall mean the Residential Buildings, the Required Amenities, and related improvements
to be constructed in accordance with the Final Developer Plans.
Residentiat Proiect Site shall mean that certain real estate depicted on Exhibit A, and more particularly
described on Exhibit A-2, attached hereto and incorporated herein by reference.
Residential Project Site Plan shall mean the site plan for the Residential Project that has been approved by
CRC and Developer, which site plan is attached hereto and incorporated herein by reference as Exhibit J.
Rioht of Entrv shall mean a right of entry with respect to the Residential Project Site that grants to Developer
the right to enter upon the Residential Project Site to perform such tests, inspections, examinations, studies,
and investigations as it reasonably deems to be necessary or appropriate with respect to the Residential
Project Site.
: (. ..erililil: shall mean a permit to: (a) erect, at the intersection of 126th Street (also known as City Center
Dnve angeline Road, a sign of a size and design reasonably agreed to by CRC and Developer; and
(b) permanently maintain the existence of such sign.
Statute shall mean IND. CODE 936-7-14-22.
Survev shall mean a survey that complies with Minimum Standard Detail Requirements for an Indiana land
Title Survey.
Title Commitment shall mean a title insurance commitment for an owner's policy of title insurance with respect
to the Residential Project Site that: (a) is issued by the Title Insurer; (b) commits to insure marketable,
indefeasible fee simple title to the Residential Project Site in the name of Developer; and (c) commits to insure
the easements and rights of Developer under the Declaration.
Title Defects shall mean conditions or defects disclosed in the Title Commitment, or by the Survey, that
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materially and adversely interfere with the development of the Residential Project on the Residential Project
Site or the use of the Residential Project Site for the Required Use; provided that, the lien of any mortgage
or other security instruments to be released at or before the Closing shall not be a Title Defect.
Title Insurer shall mean Chicago Title Insurance Company.
Transferable Permits shall mean the permits, licenses, approvals, and consents that are listed on Exhibit K,
attached hereto and incorporated herein by reference, which permits, licenses, approvals, and consents are
required by the Laws for the ownership, construction, and Required Use of the Residential Project by
Developer consistent and in accordance with the Required Zoning.
Unit Comoletion Timeline shall mean a timeline for completion of the apartment units in the Residential
Buildings, which timeline shall commit that, by certain specified dates, which dates shall not be later than 14
months following commencement of construction of the Project for the first set of apartment units, and 24
months following commencement of construction of the Project for the final set of apartment units, Developer
shall have a set number of apartment units ready for lease and occupancy.
USACE shall mean the United States Army Corps of Engineers.
Wetlands shall mean those wetlands on the Residential Project Site that are depicted ancllor described on
Exhibit L, attached hereto and incorporated herein by reference,
2. Obligations of Parties. CRC shall: (a) cause the rezoning of the Residential Project Site to the
Required Zoning; (b) obtain the Transferable Permits; (c) obtain, for the use and benefit of Developer, the Sign
Permit; provided that: (i) Developer shall be responsible for all costs and expenses of obtaining the Sign
Permit; and (ii) to the extent that CRC incurs costs and expenses to obtain the Sign Permit, Developer shall
reimburse CRC for such costs and expenses promptly upon receipt of written notice; (d) convey to Developer
fee simple title to the Residential Project Site for the Purchase Price; and (e) complete the CRC Site Work
and construct the CRC Improvements, subject to the terms and conditions of this Agreement. Developer
shall: (a) purchase the Residential Project Site for the Purchase Price; and (b) construct the Residential
Project, subject to the terms and conditions of this Agreement.
3. Earnest Money. The Earnest Money shall be applied to the Purchase Price, or refunded to
Developer, in accordance with the terms and conditions of this Agreement.
4. Closing. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before
the date that is five days after the expiration of the Due Diligence Period, with the Closing Date to be
established mutually by CRC and Developer. The Closing shall take place at the office of the Title Insurer,
or at such other place as CRC and Developer mutually agree. At the Closing, Developer shall pay the
Purchase Price to CRC by wire transfer or other immediately available funds, reduced by the Earnest Money
and any reductions, credits, or prorations for which this Agreement provides.
5. Escrow Closing. On the date that the Due Diligence Period expires, the conditions set forth in
Subsections 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 8(g), and 8(k) shall be deemed to be satisfied or waived, unless
Developer has terminated this Agreement as permitted in Section 8. If the conditions set forth in
Subsections 8(h), 8(i), 80), 8(1), and 8(m) are not satisfied or waived in writing by Developer on the date that
the Due Diligence Period expires, then there shall be an Escrow Closing. If there is an Escrow Closing, then,
at the Escrow Closing, CRC and Developer shall execute an escrow agreement, with customary terms and
conditions, in a form and substance reasonably satisfactory to CRC, Developer, and the Title Insurer; provided
that such escrow agreement shall require that: (a) the Purchase Price, reduced by the Earnest Money and
any reductions, credits, or prorations for which this Agreement provides, shall be paid to the Title Insurer, as
escrow agent, and held in a federally insured interest bearing account at a financial institution reasonably
approved by CRC, Developer, and the Title Insurer; (b) interest earned on the amount paid to the Title Insurer
shall be paid to Developer on a monthly basis; (c) all of the closing documents shall be deposited with the Title
Insurer, as escrow agent; and (d) when all of the conditions set forth in Subsections 8(h}, 8(i), 80), 8(1), and
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8(rn) are satisfied or waived in writing by Developer: (i) CRC and Developer each shall execute a certificate
to such effect; and (ii) upon receipt of such certificate, the Title Insurer shall: (A) pay the Purchase Price to
CRC by wire transfer or other immediately available funds, reduced by the Earnest Money and any reductions,
credits, or prorations for which this Agreement provides; (8) record the deed; and (C) deliver the closing
documents to the appropriate parties. Notwithstanding anything to the contrary set forth herein, if the
conditions set forth in Subsections 8(h), 8(i), 80), 8(1), and 8(m) are not satisfied or waived in writing on or
before the date that is 120 days after completion of the Final Developer Plans, then, upon receipt of a written
request by either party: (a) the Title Insurer shall release the amount paid to it and return the closing
documents to the appropriate parties; (b) CRC shall refund the Earnest Money to Developer; and (c) CRC and
Developer shall execute a written termination of this Agreement.
6. Closing Documents. At the Closing, Developer ancllor CRC, as the case may be, shall execute and
deliver the following documents: (a) a fully executed limited warranty deed conveying to Developer
marketable, indefeasible fee simple title to the Residential Project Site, free and clear of any and all liens,
encumbrances, easements, restrjctions, covenants, and other title defects, except the lien of current Real
Estate Taxes not delinquent and the Permitted Exceptions; (b) a vendor's affidavit in form and substance
required for the Title Insurer to delete the standard "pre-printed" exceptions; (c) an affidavit that CRC is not
a "foreign person", in form and substance required by the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder; (d) an affidavit that, to the best of CRC's knowledge, the
Residential Project Site is not "property" under IRPTL, in form and substance reasonably satisfactory to
Developer; (e) a fully executed confirmation by CRC of the representations and warranties set forth in
Subsection 10(a), in form and substance reasonably satisfactory to Developer; (f) a fully executed confirmation
by Developer of the representations and warranties set forth in Subsection 10(b), in form and substance
reasonably satisfactory to CRC; (g) the Declaration; (h) copies of such resolutions, consents, authorizations,
and other evidence as CRC or Developer, as the case may be, or the Title Insurer reasonably may request
to establish that: (i) the persons executing and delivering theJ9regoing documents fully are empowered, and
duly are authorized, by all necessary action of CRC or Developer, as the case may be; and (ii) the execution
and delivery of such documents, the conveyance of the Residential Project Site to Developer, the acquisition
of the Residential Project Site by Developer, and the performance by CRC or Developer, as the case may be,
of its obligations hereunder and under the foregoing documents duly have been authorized by CRC or
Developer, as the case may be; and (i) such other customary documents and instruments as CRC or
Developer, as the case may be, or the Title Insurer reasonably may request in connection with the Closing.
7. Real Estate Taxes. Developer assumes and agrees to pay all Real Estate Taxes first becoming a
lien against the Residential Project Site after the Closing Date. CRC shall pay all Real Estate Taxes first
becoming a lien against the Residential Project Site prior to the Closing Date. Any Real Estate Taxes that are
not assumed by Developer and that are not due and payable at the time of the Closing shall be allowed to
Developer as a credit against the Purchase Price at the Closing, and CRC shall not be further liable for such
Real Estate Taxes.
8. Conditions to Developer Obligations. The obligations of Developer with respect to Closing shall
be subject to the satisfaction or waiver in writing, within the Due Diligence Period, or within such other period
as is specified by the terms and conditions of this Section, of the following:
(a) Provision of Commitment. Within 30 days after the Execution Date, CRC, at its cost
and expense, shall have provided to Developer the Title Commitment. At the Closing, CRC,
at its cost and expense, shall deliver to Developer an owner's policy of title insurance with
respect to the Residential Project Site, issued by the Title Insurer and conforming with the
Title Commitment. Developer shall pay for all endorsements requested by Developer.
(b) Provision of Survey. Within 30 days after the Execution Date, CRC, at its cost and
expense, shall have provided the Survey to Developer.
(c) Title Defects. Neither the Title Commitment nor the Survey shall reflect any Title
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Defects that CRC does not commit to cure or remove at or before the Closing.
(d) Riaht of Entrv. Within five days after the Execution Date, CRC shall have provided
the Right of Entry to Developer.
(e) Provision of Environmental Assessment. Within five days after the Execution Date,
CRC shall have provided to Developer the Environmental Assessment; provided that
Developer, at its cost and expense, may obtain any environmental testing or assessments
in addition to the Environmental Assessment that it deems to be necessary or appropriate.
(f) Environmental Condition. The environmental testing and assessments of the
Residential Project Site do not disclose any: (i) contamination or pollution of the Residential
Project Site or any groundwater thereunder by any hazardous waste, material, or substance
in violation of any Laws; (ii) underground storage tanks located on the Residential Project
Site; and (iii) there are no wetlands on the Residential Project Site, other than the Wetlands
and any other wetlands that CRC commits to mitigate pursuant to the Mitigation Plan and as
required by the Laws.
(g) Phvsical Condition. The tests, inspections, examinations, studies, and investigations
of the Residential Project Site do not establish that the Residential Project Site is unsuitable
for the Required Use. '
(h) Reauired Permits. Developer shall have obtained, or shall be able to obtain, all
Required Permits.
(i) Transferable Permits. As of the Closing Date, Developer shall have obtained, or
shall be able to obtain, the Transferable Permits, by transfer from CRC or otherwise.
m Reauired Zonina. As of the Closing Date, the City Council of the City shall have
approved the Required Zoning, so that no further appeals or changes are pending or may be
filed challenging the Required Zoning.
(k) Utilitv Availabilitv. Gas, electricity, telephone, water, storm and sanitary sewer, and
other utility services in adjoining public rights-of-way or properly granted and recorded utility
easements are serving or will serve the Residential Project Site at adequate pressures and
in sufficient quantities and volumes for the Required Use.
(I) Mitiaation Plan. As of the Closing Date, the Mitigation Plan shall have been
approved by CRC, Developer, USACE, IDEM, and/or any of the other governmental
authorities whose approvals are required.
(m) No CRC Breach. As of the Closing Date: (i) there shall be no breach of this
Agreement by CRC that CRC has failed to cure within the Cure Period; and (ii) all of the
representations and warranties set forth in Subsection 10(a) shall be true and accurate in all
respects.
If one or more of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied,
then, as its sole and exclusive remedy, Developer either may elect to: (i) waive in writing satisfaction of the
conditions and to proceed to Closing; or (ii) terminate this Agreement by a written notice to CRC, in which case
all Earnest Money shall be refunded to Developer immediately; provided that, with respect to breaches of this
Agreement by CRC, Developer shall have the rights and remedies set forth in Section 16. On the date that
the Due Diligence Period expires, the conditions set forth in Subsections 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 8(g),
and 8(k) shall be deemed to be satisfied or waived, unless Developer has terminated this Agreement as
permitted in this Section within the Due Diligence Period. If the conditions set forth in Subsections 8(h), 8(i),
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8(j), 8(1), and 8(m) are not satisfied or waived in writing by Developer on the date that the Due Diligence Period
expires, then there shall be an Escrow Closing in accordance with the terms and conditions of Section 5.
Notwithstanding anything to the contrary set forth herein, Developer shall work diligently and in good faith to
satisfy the conditions set forth in this Section.
9. Conditions to CRC Obligations. The obligations of CRC with respect to Closing shall be subject
to the satisfaction or waiver in writing, within the period that is specified by the terms and conditions of this
Section, of the following:
(a) Financial Abilitv. As of the Closing Date, Developer shall have established, to the
reasonable satisfaction of CRC, that Developer has sufficient available equity funding to
construct the Residential Project in accordance with the terms and conditions of this
Agreement.
(b) No Developer Breach. As of the Closing Date: (i) there shall be no breach of this
Agreement by Developer that Developer has failed to cure within the Cure Period; and (ii) all
of the representations and warranties set forth in Subsection 10(b) shall be true and accurate
in all respects.
If one or more of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied,
then, as its sole and exclusive remedy, CRC either may elect to: (i) waive in writing satisfaction of the
conditions and to proceed to Closing; or (ii) terminate this Agreement by a written notice to Developer, in which
case all Earnest Money shall be refunded to Developer immediately; provided that, with respect to breaches
of this Agreement by Developer, CRC shall have all of the rights and remedies set forth in Section 16. If:
(i) one of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied; and
(ii) CRC fails to terminate this Agreement as permitted in this Section within such period as is specified for
satisfaction of such condition; then such unsatisfied condition automatically shall be deemed to be waived by
CRC. Notwithstanding anything to the contrary set forth herein, CRC shall work diligently and in good faith
to satisfy the conditions set forth in this Section.
10. Representations and Warranties.
(a) CRC Representations. CRC represents and warrants to Developer that: (i) CRC
shall not enter into any contracts or undertakings that would: (A) limit, conflict with, or
constitute a breach of this Agreement; or (B) otherwise adversely affect the performance by
Developer of its obligations under this Agreement; (ii) to the best of CRG's knowledge, there
is not now, and there has not been, any contamination or pollution of the Residential Project
Site or any groundwater thereunder by any hazardous waste, material, or substance in
violation of any Laws, except as disclosed in the Environmental Assessment; (iii) to the best
of CRC's knowledge, the Residential Project Site is not "property" under IRPTL; (iv) CRC is
a public body organized and existing under the laws of the State of Indiana; and (v) CRC has
the power to enter into this Agreement and to perform its obligations hereunder, CRC duly
has been authorized by proper action to execute and deliver this Agreement, and to perform
its obligations hereunder, and this Agreement is the legal, valid, and binding obligation of
CRC.
(b) Developer Representations. Developer represents and warrants to CRC that:
(i) Developer shall not enter into any contracts or undertakings that would limit, conflict with,
or constitute a breach of this Agreement; (ii) the general partner of Developer is a Real
Estate Investment Trust authorized to do business in the State of Indiana; and (iii) Developer
has the power to enter into this Agreement and to perform its obligations hereunder,
Developer duly has been authorized by proper action to execute and deliver this Agreement,
and to perform its obligations hereunder, and this Agreement is the legal, valid, and binding
obligation of Developer.
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11. Developer Construction. Developer shall construct the Residential Project on the Residential
Project Site in accordance with the following terms and conditions:
(a) Initial Site Work Plans. On or before the date that is 30 days after the Execution
Date, Developer, at its cost and expense, shall submit to CRC for its review and approval the
Initial Site Work Plans. Within ten days after CRC receives the Initial Site Work Plans, CRC
shall deliver to Developer written notice that it approves or rejects the Initial Site Work Plans;
provided that, if: (i) CRC rejects all or any part of the Initial Site Work Plans, then such notice
shall: (A) specify the part or parts that CRC is rejecting; and (B) include the specific basis for
such rejection; and (ii) within 15 days after CRC receives the Initial Site Work Plans, CRC
fails to deliver to Developer written notice that it approves or rejects all or any part of the
Initial Site Work Plans, then CRC shall be deemed to have approved the Initial Site Work
Plans. If CRC rejects all or any part of the Initial Site Work Plans, or any revisions thereto,
then Developer shall: (i) revise the Initial Site Work Plans; and (ii) submit the revisions to
CRC within ten days after Developer receives notice from CRC that it has rejected all or any
part of the Initial Site Work Plans. Within ten days after CRC receives the revised Initial Site
Work Plans, CRC shall deliver to Developer written notice that it approves or rejects the
revised Initial Site Work Plans; provided that, if: (i) CRC rejects all or any part of the revised
Initial Site Work Plans, then such notice shall: (A) specify the part or parts that CRC is
rejecting; and (B) include the specific basis for such rejection; and (ii) within 15 days after
CRC receives the revised Initial Site Work Plans, CRC fails to deliver to Developer written
notice that it approves or rejects all or any part of the revised Initial Site Work Plans, then
CRC shall be deemed to have approved the revised Initial Site Work Plans. If Developer
desires to make any material changes to the Initial Site Work Plans after approval by CRC
of the Initial Site Work Plans, then Developer shall submit the proposed changes, in writing,
to CRC for approval. Within 15 days after CRC receives the proposed changes, CRG shall
deliver to Developer written notice that it approves or rejects the proposed changes; provided
that: (i) if CRC rejects all or any part of the proposed changes, then such notice shall:
(A) specify the part or parts that CRC is rejecting; and (B) include the specific basis for such
rejection; and (ii) CRC shall not withhold its approval unreasonably. If Developer desires to
make any changes to the Initial Site Work Plans that are not material, then Developer shall
submit to CRC for its review the changes to the Initial Site Work Plans.
(b) Schematic Desion Drawinas. On or before the date that is 30 days after the
Execution Date, Developer, at its cost and expense, shall submit to CRC for its review and
approval the Remaining Schematic Design Drawings. Within 15 days after CRC receives the
Remaining Schematic Design Drawings, CRC shall deliver to Developer written notice that
it approves or rejects the Remaining Schematic Design Drawings; provided that, if: (i) CRC
rejects all or any part of the Remaining Schematic Design Drawings, then such notice shall:
(A) specify the part or parts that CRC is rejecting; and (B) include the specific basis for such
rejection; and (ii) within 20 days after CRC receives the Remaining Schematic Design
Drawings, CRC fails to deliver to Developer written notice that it approves or rejects all or any
part of the Remaining Schematic Design Drawings, then CRC shall be deemed to have
approved the Remaining Schematic Design Drawings. Upon approval of the Remaining
Schematic Design Drawings, the Remaining Schematic Design Drawings shall be final
schematic design drawings, subject to modifications by Change Orders. The Pre-Approved
Schematic Design Drawings constitute final schematic design drawings, subject to
modifications by Change Orders.
(0) Desion Develooment Documents. Within 30 days after approval of the Remaining
Schematic Design Drawings, Developer, at its cost and expense, shall submit to CRC for its
review and approval the Design Development Documents and the Developer Construction
Schedule. Within 15 days after CRC receives the Design Development Documents and the
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Developer Construction Schedule, CRC shall deliver to Developer written notice that it
approves or rejects the Design Development Documents and/or the Developer Construction
Schedule; provided that, if: (I) CRC rejects all or any part of the Design Development
Documents and/or the Developer Construction Schedule, then such notice shall (A) specify
the part or parts that CRC is rejecting; and (B) include the specific basis for such rejection;
and (ii) within 20 days after CRC receives the Design Development Documents and/or the
Developer Construction Schedule, CRC fails to deliver to Developer written notice that it
approves or rejects all or any part of the Remaining Schematic Design Drawings, then CRC
shall be deemed to have approved the Remaining Schematic Design Drawings. Upon
approval of all of the Design Development Documents with respect to any Construction
Trade, the Design Development Documents shall be final as to such Construction Trade,
subject to modifications by Change Orders. Upon approval of the Developer Construction
Schedule, the Developer Construction Schedule shall be the final construction schedule with
respect to construction of the Residential Project, subject to modifications by Change Orders.
(d) Develooer Construction Drawinas. Within 60 days after each approval of the Design
Development Documents with respect to a Construction Trade: (i) Developer, at its cost and
expense, shall submit to CRC for its review the Developer Construction Drawings with
respect to such Construction Trade; and (ii) the Developer Construction Drawings for such
Construction Trade shall be final construction drawings with respect to such Construction
Trade, subject to modifications by Change Orders.
(e) Resubmitted Documents. If, at any stage of the Plan Refinement Process, CRC,
rather than approving any drawings, documents, or schedules, instead rejects any drawings,
documents, or schedules prior to the time that such drawings, documents, or schedules are
deemed to be approved pursuant to this Section, then, within 15 days after Developer
receives notice from CRC that it has rejected any drawings, documents, or schedules,
Developer shall: (i) revise the drawings, documents, or schedules; and (ii) resubmit the
drawings, documents, or schedules to CRC. Within 15 days after CRC receives the
resubmitted drawings, documents, or schedules, CRC shall deliver to Developer written
notice that it approves or rejects the resubmitted drawings, documents, or schedules;
provided that, if CRC rejects all or any part of the resubmitted drawings, documents, or
schedules, then such notice shall specify the part or parts that CRC is rejecting, and shall
include the specific basis for such rejection. Upon approval of the resubmitted drawings,
documents, or schedules, the resubmitted drawings, documents, or schedules shall become
part of the Final Developer Plans, subject to modifications by Change Orders.
Notwithstanding the involvement of CRC in the Plan Refinement Process, Developer shall
be responsible for insuring that revisions submitted by Developer to CRC in writing are
implemented in the Final Developer Plans.
(f) Final Develooer Plans. Upon completion of the Final Documents and Drawings
through the Plan Refinement Process, the aggregated Final Documents and Drawings shall
constitute the complete Final Developer Plans, subject to modification by Change Orders.
All references herein to the Final Developer Plans shall be deemed to be references to the
Final Documents and Drawings, until such time as all of the Final Documents and Drawings
are completed; provided that, when all of the Final Documents and Drawings are completed,
all references herein to the Final Developer Plans shall be deemed to be references to the
Final Developer Plans, as modified by Change Orders.
(g) Chanaes to Final Develooer Plans. If Developer desires to make any changes to the
Final Developer Plans, then Developer shall submit a Change Order Request to CRC for
review and approval. Within 15 days after CRC receives the Change Order Request, CRC
shall deliver to Developer written notice that it approves or rejects the Change Order
Request; provided that: (i) CRC shall not withhold its approval unreasonably; (ii) if CRC
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rejects all or any part of the Change Order Request, then such notice shall: (A) specify the
part or parts that CRC is rejecting; and (B) include the,specific basis for such rejection; and
(iii) if, within 20 days after CRC receives the Change Order Request, CRC fails to deliver to
Developer written notice that it approves or rejects all or any part of the Change Order
Request, then CRC shall be deemed to have approved the Change Order Request. If CRC
approves a Change Order Request, then CRC and Developer shall execute a Change Order.
Notwithstanding anything to the contrary set forth herein: (i) Developer shall not be required
to obtain the approval of CRC with respect to a Permitted Change; and (ii) a Change Order
with respect to a Permitted Change shall be effective if executed only by Developer; provided
that, with respect to a Permitted Change, Developer shall submit a Change Order Request
to CRC for review.
(h) Permits. Based upon the Initial Site Work Plans and the Final Developer Plans, CRC
shall obtain and transfer the Transferable Permits to Developer. Prior to commencing
construction of the Residential Project, Developer, at its cost and expense, shall obtain and
submit to CRC for its review the Required Permits.
(i) Construction. Developer shall construct the Residential Project: (i) in a good and
workmanlike manner; (ii) in accordance with the Initial Site Work Plans and the Final
Developer Plans; and (iii) in compliance with the Development Guidelines and the Laws.
Developer shall coordinate construction of the Residential Project with the mitigation by CRC
of the Wetlands in accordance with the Mitigation Plan.
12. CRC Construction. CRC shall complete, or shall cause to be completed, the CRC Site Work, and
construct the CRC Improvements: (a) in a good and workmanlike manner; (b) in accordance with the CRC
Construction Plans and the CRC Construction Schedule; and (c) in compliance with all Laws. CRC shall
instruct and direct the contractors and subcontractors completing the CRC Site Work and constructing the
CRC Improvements to concentrate, organize, and phase their work in a manner than provides reasonable
flexibility to Developer in the concentration, organization, and phasing of the construction of the Residential
Project.
13. Wetlands Mitigation. Upon completion of the Final Developer Plans, CRC and Developer jointly
shall establish the Mitigation Schedule. CRC shall mitigate the Wetlands: (a) in accordance with the Mitigation
Plan and the Mitigation Schedule; (b) in a good and workmanlike manner; and (c) in compliance with all Laws.
14. CRC Inspection. Upon reasonable written notice delivered to Developer, CRC anellor its Inspecting
Architect may perform such reasonable inspections of the construction of the Residential Project as CRC
anellor its Inspecting Architect reasonably deem to be necessary or appropriate. In the case of an inspection
by CRC pursuant to this Section: (a) CRC anellor its Inspecting Architect shall specify the portion of the
construction to be inspected; (b) CRC anellor its Inspecting Architect shall comply with all health and safety
rules of which CRC has been informed that have been established for personnel present on the construction
site; (c) CRC and/or its Inspecting Architect shall check in at the on-site construction office prior to
commencing such inspection; and (d) CRC anellor its Inspecting Architect shall coordinate the inspections so
that the inspections do not interfere with the performance of the construction on the construction site.
Developer shall have the right to accompany, anellor to have its construction manager accompany, CRC
and/or its Inspecting Architect during any inspection pursuant to this Section. In conjunction with any
inspection pursuant to this Subsection, CRC shall notify Developer of any identified item or component of such
construction that: (a) deviates materially from the Initial Site Work Plans or the Final Developer Plans, as the
case may be; or (b) has not been performed materially in accordance with the terms and conditions of this
Agreement; and Developer shall correct, or cause to be corrected, any such item or component as soon as
is practicable.
15. Insurance. During construction of the Residential Project, Developer shall maintain the policies of
insurance described on Exhibit M, attached hereto and incorporated herein by reference. Each such policy
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shall: (a) be written by a company with a Best rating of _ or better; and (b) provide that the same shall not
be modified or canceled without written notice to CRC at least 30 days in advance. The policy of general
liability insurance required by this Section shall name CRC as an additional insured. Developer shall deliver
to CRC certificates of the insurance policies required by this Section to be maintained by it. duly executed by
the insurance company or the general agency writing such policies.
16. Default.
(a) Events of Default. It shall be an "Event of Default" if either party fails to perform or
observe any term or condition of this Agreement to be performed or observed by it: (i) with
respect to the obligation to pay money, if such failure is not cured within ten days after such
payment is due; and (ii) with respect to any other obligation. if such failure is not cured within
the Cure Period.
(b) Remedies Upon an Event of Default. Whenever an Event of Default occurs. the
non-defaulting party may take whatever actions at law or in equity are necessary or
appropriate to: (i) collect any payments due under this Agreement; (ii) protect the rights
granted to the non-defaulting party under this Agreement; (iii) enforce the performance or
observance by the defaulting party of any term or condition of this Agreement. including.
without limitation. the right to specifically enforce any such term or condition (it being
acknowledged and understood by the parties that monetary damages are not an adequate
remedy for the failure of either party to observe ancllor perform any term or condition of this
Agreement); or (iv) cure. for the account of the defaulting party, any failure of the defaulting
party to perform or observe a material term or condition of this Agreement to be performed
or observed by it. If the non-defaulting party incurs any costs or expenses in connection with
exercising its rights and remedies under. or enforcing. this Agreement. then the defaulting
party shall reimburse the non-defaulting party for all such costs and expenses, together with
interest at the rate of 15% per annum.
(c) No Remedv Exclusive. No right or remedy herein conferred upon, or reserved to.
a non-defaulting party is intended to be exclusive of any other available right or remedy.
unless otherwise expressly stated; instead, each and every such right or remedy shall be
cumulative. and shall be in addition to every other right or remedy given under this
Agreement or now or hereafter existing at law or in equity. No delay or omission by a
non-defaulting party to exercise any right or remedy upon any Event of Default shall impair
any such right or remedy. or be construed to be a waiver thereof. and any such right or
remedy may be exercised from time to time, and as often as may be deemed to be
expedient. To entitle a non-defaulting party to exercise any right or remedy conferred upon,
or reserved to, the non-defaulting party, it shall not be necessary for the non-defaulting party
to give notice to the defaulting party, other than such notice as may be required by this
Section or by the Laws.
17. Recapture by CRC.
(a) No Commencement. If: (i) Developer has not commenced construction of any
portion of the Residential Project; and (ii) subject to Section 22, commencement of the
construction of the Residential Project has not occurred within 120 days after the scheduled
date for commencement set forth in the Developer Construction Schedule; then, from time
to time until construction commences, CRC may elect to require Developer to reconvey to
CRC, by one or more conveyances, all or any portion of the Residential Project Site for an
amount equal to the Per Acre Price, multiplied by the number of acres to be conveyed.
(b) Delinauent Commencement. If: (i) Developer has not commenced construction of
a particular Residential Building; and (ii) subject to Section 22, commencement of the
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construction of such Residential Building has not occurred within 180 days after the
scheduled date for commencement set forth in the Developer Construction Schedule; then
CRC may elect to require Developer to reconvey to CRC the portion of the Residential
Project Site on which such Residential Building was to be constructed for an amount equal
to: (i) the Per Acre Price, multiplied by the number of acres to be conveyed; plus (ii) the
reasonable value of the improvements constructed by Developer on such portion of the
Residential Project Site; provided that, such period of 180 days shall be extended as
reasonably required by any lender holding a mortgage lien on the Residential Project Site,
or any party holding an equity interest in Developer, to obtain possession of the Residential
Project Site and commence construction of that Residential Building.
(c) Reconvevance Closina. If CRC elects to require Developer to reconvey the
Residential Project Site or any Residential Building Parcels pursuant to this Section, then
CRC and Developer shall close the reconveyance within 45 days after CRC exercises its
election. At the closing of the reconveyance: (i) Developer shall execute and deliver closing
documents to CRC that are substantially the same in form and substance as those delivered
by CRC to Developer at the Closing; (ii) the limited warranty deed will be subject only to the
Permitted Exceptions; and (iii) Real Estate Taxes with respect to the Residential Project Site
or the Residential Building Parcel(s), as the case may be, shall be allocated in the same
manner as at the Closing.
18. Mutual Indemnification. CRC shall indemnify and hold harmless Developer, its affiliated, parent,
and subsidiary companies, and their respective officers, directors, partners, members, employees, agents,
representatives, successors, and assigns from and against any and all claims, damages, losses, and
expenses (including, without limitation, attorneys' fees) arising from or connected with: (a) the performance
of any work on the Residential Project Site by CRC or any party acting by, under, through, or on behalf of
CRC; (b) the negligence or willful misconduct of CRC or any party acting by, under, through, or on behalf of
CRC; or (c) the breach by CRC of any term or condition of this Agreement. Developer shall indemnify and
hold harmless CRC, its affiliated, parent, and subsidiary companies, and their respective officers, directors,
partners, members, employees, agents, representatives, successors, and assigns from and against any and
all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from or
connected with: (a) the performance of any tests, Inspections, examinations, studies, or investigations on the
Residential Project Site by Developer or any party acting by, under, through, or on behalf of Developer; (b) the
performance of any work on the Residential Project Site by Developer or any party acting by, under, through,
or on behalf of Developer; (c) the negligence or willful misconduct of Developer or any party acting by, under,
through, or on behalf of Developer; or (d) the breach by Developer of any term or condition of this Agreement.
19. Assignment. Neither CRC nor Developer shall assign this Agreement, without the prior written
approval of the other party; provided that: (a) CRC may assign this Agreement to another agency or
instrumentality of the City, without the prior written approval of Developer; and (b) Developer may assign this
Agreement without the prior written approval of CRC to any joint venture, limited partnership, or limited liability
company that retains Developer as a general partner or managing member, as the case may be, so that, if
Developer so desires, Developer may enter into a financial joint venture with one or more institutional debt
or equity partners for the construction of the Residential Project. Notwithstanding any assignment permitted
under this Section, CRC or Developer, as the case may, shall remain liable to perform all of the terms and
conditions to be performed by it under this Agreement, and the approval by the other party of any assignment
shall not release CRC or Developer, as the case may be, from such performance.
20. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in
writing, and shall be deemed to have been given when: (a) delivered in person to the other party; (b) sent by
facsimile, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with
confirmation of receipt, addressed as follows:
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If to CRC:
With A Copy To:
If To Developer:
With A Copy To:
o
James Brainard, Mayor
City of Carmel, Indiana
One Civic Square
Carmel, Indiana 46032
Facsimile: 317-844-3498
Karl P. Haas, Esq.
Wallack Somers & Haas
One Indiana Square
Suite 1500
Indianapolis, Indiana 46204
Facsimile: 317-231-9900
c/o AMLI Residential Properties
5875 Castle Creek Parkway, North Drive
Suite 310
Indianapolis, Indiana 46250
Attention: James E. Thomas, Jr.
Facsimile: 317-577-5633
Paul G. Reis, Esq.
Paul G. Reis Esq., LLC
12358 Hancock Street
Carmel, Indiana 46032
Facsimile: 317-848-4899
21. Authority. The undersigned persons executing this Agreement on behalf of CRC and Developer
represent and certify that (a) they fully are empowered and duly are authorized by all necessary action of CRC
and Developer, respectively, to execute and deliver this Agreement; (b) they have full capacity, power, and
authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this
Agreement duly have been authorized by CRC and Developer, respectively.
22. Force Majeure. Notwithstanding anything to the contrary set forth herein, whenever: (a) under this
Agreement CRC or Developer is required to observe, perform, or satisfy any obligation, term, or condition of
this Agreement either: (i) within a specified time period; or (ii) on or before a specified date; and (b) CRC or
Developer, acting in good faith, is delayed in, or prevented from, observing, performing, or satisfying such
obligation, term, or condition, as a result of Force Majeure; then such observation, performance, or
satisfaction shall be excused for the period of days that such observation, performance, or satisfaction is
delayed or prevented, and the deadlines for observation, performance, and satisfaction, as applicable, shall
be extended for the same period.
23. Offering. CRC shall conduct a public offering of the Adjacent Real Estate, in accordance with the
schedule set forth on Exhibit N, attached hereto and incorporated herein by reference. The terms of the
offering shall be that: (a) the Adjacent Real Estate must be used for redevelopment as, and construction of,
market-rate residential apartment buildings that satisfy the offering requirements set forth on Exhibit 0,
attached hereto and incorporated herein by reference; (b) the successful bidder must convey to CRG sufficient
acres of real estate to satisfy the requirements of USACE, IDEM, and any of the other necessary
governmental authorities with respect to mitigating the Wetlands in accordance with the Mitigation Plan and
the Mitigation Schedule.
24. Miscellaneous. Subject to Section 19, this Agreement shall inure to the benefit of, and shall be
binding upon, CRC and Developer, and their respective successors and assigns. This Agreement constitutes
the entire agreement between CRC and Developer with respect to the subject matter hereof, and may be
modified only by a written agreement signed by both CRC and Developer. The invalidity, illegality, or
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un enforceability of anyone or more of the provisions of this Agreement shall not affect the validity, legality,
or enforceability of the remaining provisions hereof. Whenever in this Agreement a singular word is used,
it also shall include the plural wherever required by the context and vice versa. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Indiana.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written
above.
CRC:
THE CITY OF CARMEL REDEVELOPMENT
COM~r ' h--~
BY:c;~~
Printed:
Title:
DEVELOPER:
AMLI RESIDENTIAL PROPERTIES, L.P.
By: AMLI Residential Properties Trust,
its sole general partner
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Exhibit A
Exhibit A-1
Exhibit A-2
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Exhibit N
Exhibit 0
w
u
INDEX TO EXHIBITS
Depiction of City Center Project Site, including depiction of Residential Project Site and
depiction of Adjacent Real Estate
Description of Adjacent Real Estate
Description of Residential Project Site
CRC Site Work and CRC Improvements
CRC Construction Plans
CRC Construction Schedule
Development Guidelines
Elevation renderings and descriptions from the Development Proposal
List of Pre-Approved Schematic Design Drawings
List of Remaining Schematic Design Drawings
Required Amenities
Residential Project Site Plan
Transferable Permits
Depiction of Wetlands
Required Insurance
Offering schedule
Offering requirements
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AMENDMENT TO PROJECT AGREEMENT
This Amendment to Project Agreement (the "Amendment"), entered into as of the _ day
of February, 2000, by and between The City of Carmel Redevelopment Commission ("CRC") and AMLI
Residential Properties, L.P., a Delaware limited partnership (the "Developer"), WITNESSES:
Recitals
WHEREAS, CRC and Developer have entered into that certain Project Agreement dated as
of November 2, 1999, for the development of the Residential Project Site (the "Project Agreemenf');
WHEREAS, Exhibits A, A-1, A-2, 8, D, E, F, G, I, J, K, L, M, N, and 0 to the Project
Agreement are complete, and are attached hereto and incorporated herein by reference (the"Completed
Exhibits");
WHEREAS, Exhibits C and H to the Project Agreement have not been completed; provided
that a preliminary Exhibit C is attached hereto and incorporated herein by reference (the "Incomplete
Exhibits");
WHEREAS, a schedule for the completion of the Incomplete Exhibits is attached hereto and
incorporated herein by reference as Schedule I (the "Completion Schedule"); and
WHEREAS, the parties desire to amend the Project Agreement as set forth below;
Aoreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC and Developer agree as follows:
1. CRC and Developer shall work diligently and in good faith to complete the Incomplete Exhibits in
accordance with the Completion Schedule.
2. Notwithstanding anything to the contrary set forth in the Project Agreement, the Due Diligence Period
shall commence on the Execution Date (as defined in Section 3), and expire on the date that is 30 days after
the Execution Date.
3. In Section 1, entitled "Defined Terms", the terms set forth below are modified to read as follows:
"Develooer Construction Schedule shall mean a detailed schedule for construction of the
Residential Project in accordance with the Final Developer Plans, which schedule shall reflect
that Developer shall: (a) commence construction of the Residential Project within 60 days
after the later of: (i) the issuance of all Transferable Permits and Required Permits; (ii) the
Required Zoning has been obtained; and (iii) completion of the Final Developer Plans;
provided that, notwithstanding the foregoing, Developer shall not be obligated to commence
construction of the Residential Project until the CRC Site Work has been completed;
(b) complete construction of the Residential Project by the date that is 24 months after:
(i) Developer receives the Transferable Permits and the Required Permits; and (ii) the CRC
Site Work is completed; and (c) complete certain quantities of apartment units in accordance
with the Unit Completion Timeline."
"Develooment Guidelines shall mean those guidelines for development of the Residential
Project Site set forth on Exhibit E, attached hereto and incorporated herein by reference;
provided that such guidelines shall be amended as contemplated by the terms and conditions
of this Agreement."
"Execution Date shall mean the date as of which this Amendment is executed."
CD
o
"Initial Site Work shall mean the initial site work with respect to the Residential Project, as:
(a) determined by mutual agreement of the parties pursuant to Subsection 11 (a); and
(b) described in the Initial Site Work Plans."
"Initial Site Work Plans shall mean the detailed plans and schedule for the Initial Site Work,
which plans and schedule shall reflect the agreement reached between CRC and Developer
pursuant to Subsection 11 (a) with respect to the commencement of the Initial Site Work."
"Residential Proiect Site shall mean that certain real estate depicted on Exhibit A, and more
particularly described on Exhibit A-2, attached hereto and incorporated herein by reference;
provided that, if Developer acquires the Adjacent Real Estate, then, from and after the date
of such acquisition, the Adjacent Real Estate shall be included as part of the Residential
Project Site."
4. Section 4, entitled "Closing", is modified to read as follows:
"Subject to the terms and conditions of this Agreement, including, without limitation,
Section 5: (a) the Closing shall occur on or before the date that is five days after the
expiration of the Due Diligence Period, with the Closing Date to be established mutually by
CRC and Developer; and (b) at the Closing, Developer shall pay to CRC, by wire transfer or
other immediately available funds, the Purchase Price, reduced by the Earnest Money and
any reductions, credits, or prorations for which this Agreement provides (the "Adjusted
Purchase Price")."
5. Section 5, entitled "Escrow Closing", is modified to read as follows:
"On the date that the Due Diligence Period expires, the conditions set forth in Subsections
8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 8(g), and 8(k) shall be deemed to be satisfied or waived,
unless Developer has terminated this Agreement as permitted in Section 8. If the conditions
set forth in Subsections 8(h), 8(i), 80), 8(1), and 8(m) are not satisfied or waived in writing by
Developer on the date that the Due Diligence Period expires, then, within five days thereafter,
there shall be an Escrow Closing; provided that the date of the Escrow Closing shall be
established mutually by CRC, Developer, and the Title Insurer. If there is an Escrow Closing,
then, at the Escrow Closing, CRC and Developer shall execute an escrow agreement, with
customary terms and conditions, in a form and substance reasonably satisfactory to CRC,
Developer, and the Title Insurer (the "Escrow Agreemenf'); provided that the Escrow
Agreement shall require that: (a) on the date of the Escrow Closing, the Adjusted Purchase
Price shall be paid to the Title Insurer, as escrow agent, and held in a federally insured
interest bearing account at a financial institution reasonably approved by CRC, Developer,
and the Title Insurer; (b) interest earned on the Adjusted Purchase Price (the "Escrow
Interest") shall be distributed to Developer on a monthly basis; (c) on the date of the Escrow
Closing, all of the closing documents shall be deposited with the Title Insurer, as escrow
agent; and (d) when all of the conditions set forth in Subsections 8(h), 8(i), 80), 8(1), and 8(m)
are satisfied or waived in writing by Developer: (i) CRC and Developer each shall execute a
certificate to such effect; (ii) upon receipt of such certificate by the Title Insurer, CRC.
Developer, and the Title Insurer shall establish the Closing Date; and (iii) at the Closing, the
Title Insurer shall: (A) pay the Adjusted Purchase to CRC by wire transfer or other
immediately available funds; (B) pay to Developer any undistributed Escrow Interest; and
(C) deliver the closing documents to the appropriate parties; provided that the Title Insurer
shall retain the original deed and any other original documents to be recorded, and shall be
responsible for their recordation. Notwithstanding anything to the contrary set forth herein,
if the conditions set forth in Subsections 8(h), 8(i), 80), 8(1), and 8(m) are not satisfied or
waived in writing on or before the date that is 120 days after completion of the Final
Developer Plans, then, upon receipt of a written request by either party: (a) the Title Insurer
shall: (i) release and return to Developer the Adjusted Purchase Price and any undistributed
Escrow Interest; and (ii) return the closing documents to the appropriate parties; (b) CRC
shall refund the Earnest Money to Developer; and (c) CRC and Developer shall execute a
written termination of this Agreement."
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6. Subsection 8(a), entitled "Provision of Commitmenf', is modified to read as follows:
"(a) Provision of Commitment. Within five days after the Execution Date, CRC, at its cost
and expense, shall have provided the Title Commitment to Developer. At the Closing, CRC,
at its cost and expense, shall deliver to Developer an owner's policy of title insurance with
respect to the Residential Project Site, issued by the Title Insurer and conforming with the
Title Commitment. Developer shall pay for all endorsements requested by Developer."
7. Subsection 8(b), entitled "Provision of SurveY', is modified to read as follows:
"(b) Provision of Survev. Within five days after the Execution Date, CRC, at its cost and
expense, shall have provided the Survey to Developer."
8. Subsection 8(h), entitled "Required Permits", is modified to read as follows:
"(h) Required Permits. As of the Closing Date, Developer shall have obtained, or shall
be able to obtain, all Required Permits."
9. In Section 8, entitled "Conditions to Developer Obligations", the final paragraph is modified to read
as follows:
"If one or more of the conditions set forth in this Section is not, or cannot be, timely and
completely satisfied, then, as its sole and exclusive remedy, Developer either may elect to:
(i) waive in writing satisfaction of the conditions and to proceed to Closing; or (ii) terminate
this Agreement by a written notice to CRC, in which case: (A) all Earnest Money, and, if there
has been an Escrow Closing, the Adjusted Purchase Price and the Escrow Interest, shall be
refunded and/or paid to Developer immediately; and (B) if there has been an Escrow Closing,
the closing documents shall be returned to the appropriate parties; provided that, with respect
to breaches of this Agreement by CRC, Developer shall have the rights and remedies set
forth in Section 16. On the date that the Due Diligence Period expires, the conditions set
forth in Subsections 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 8(g), and 8(k) shall be deemed to be
satisfied or waived, unless Developer has terminated this Agreement as permitted in this
Section within the Due Diligence Period. If the conditions set forth in Subsections 8(h), 8(i),
80),8(1), and 8(m) are not satisfied or waived in writing by Developer on the date that the Due
Diligence Period expires, then there shall be an Escrow Closing in accordance with the terms
and conditions of Section 5. Notwithstanding anything to the contrary set forth herein,
Developer shall work diligently and in good faith to satisfy the conditions set forth in this
Section."
10. In Section 9, entitled "Conditions to CRC Obligations", the final paragraph is modified to read as
follows:
"If one or more of the conditions set forth in this Section is not, or cannot be, timely and
completely satisfied, then, as its sole and exclusive remedy, CRC either may elect to:
(i) waive in writing satisfaction of the conditions and to proceed to Closing; or (ii) terminate
this Agreement by a written notice to Developer, in which case: (A) all Earnest Money and,
if there has been an Escrow Closing, the Adjusted Purchase Price and the Escrow Interest,
shall be refunded to Developer immediately; and (B) if there has been an Escrow Closing,
the closing documents shall be returned to the appropriate parties; provided that, with respect
to breaches of this Agreement by Developer, CRC shall have all of the rights and remedies
set forth in Section 16. If: (i) one of the conditions set forth in this Section is not, or cannot
be, timely and completely satisfied; and (ii) CRC fails to terminate this Agreement as
permitted in this Section within such period as is specified for satisfaction of such condition;
then such unsatisfied condition automatically shall be deemed to be waived by CRC.
Notwithstanding anything to the contrary set forth herein, CRC shall work diligently and in
good faith to satisfy the conditions set forth in this Section."
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11. Subsection 11 (a), entitled "Initial Site Work Plans" is modified to read as follows:
"(a) Initial Site Work Plans. On or before the date that is five days after the Execution
Date, CRC and Developer jointly shall determine the Initial Site Work, if any, to be performed
by Developer. If CRC and Developer determine that Developer is to perform Initial Site
Work, then, within ten days after such determination, Developer, at its cost and expense,
shall submit to CRC for its review and approval the Initial Site Work Plans. Within two days
after CRC receives the Initial Site Work Plans, CRC shall deliver to Developer written notice
that it approves or rejects the Initial Site Work Plans; provided that, if: (i) CRC rejects all or
any part of the Initial Site Work Plans, then such notice shall: (A) specify the part or parts that
CRC is rejecting; and (6) include the specific basis for such rejection; and (ii) within two days
after CRC receives the Initial Site Work Plans, CRC fails to deliver to Developer written
notice that it approves or rejects all or any part of the Initial Site Work Plans, then CRC shall
be deemed to have approved the Initial Site Work Plans. If CRC rejects all or any part of the
Initial Site Work Plans, or any revisions thereto, then Developer shall: (i) revise the Initial Site
Work Plans; and (ii) submit the revisions to CRC within two days after Developer receives
notice from CRC that it has rejected all or any part of the Initial Site Work Plans. Within
two days after CRC receives the revised Initial Site Work Plans, CRC shall deliver to
Developer written notice that it approves or rejects the revised Initial Site Work Plans;
provided that, if: (i) CRC rejects all or any part of the revised Initial Site Work Plans, then
such notice shall: (A) specify the part or parts that CRC is rejecting; and (6) include the
specific basis for such rejection; and (ii) within two days after CRC receives the revised Initial
Site Work Plans, CRC fails to deliver to Developer written notice that it approves or rejects
all or any part of the revised Initial Site Work Plans, then CRC shall be deemed to have
approved the revised Initial Site Work Plans. If Developer desires to make any material
changes to the Initial Site Work Plans after approval by CRC of the Initial Site Work Plans,
then Developer shall submit the proposed changes, in writing, to CRC for approval. Within
two days after CRC receives the proposed changes, CRC shall deliver to Developer written
notice that it approves or rejects the proposed changes; provided that: (i) if CRC rejects all
or any part of the proposed changes, then such notice shall: (A) specify the part or parts that
CRC is rejecting; and (6) include the specific basis for such rejection; and (ii) CRC shall not
withhold its approval unreasonably. If Developer desires to make any changes to the Initial
Site Work Plans that are not material, then Developer shall submit to CRC for its review the
changes to the Initial Site Work Plans."
12. In Subsection 11 (c), entitled "Design Development Documents", the first sentence is modified to read
as follows:
"(c) DesiQn Develooment Documents. Within the later of: (i) 30 days after approval of
the Remaining Schematic Design Drawings; or (ii) 60 days following the Execution Date;
Developer, at its cost and expense, shall submit to CRC for its review and approval the
Design Development Documents and the Developer Construction Schedule."
13. Developer and its agents, employees, and contractors shall have the right to enter upon the
Residential Project Site at reasonable times and: (a) conduct all tests, inspections, examinations, studies, and
investigations as Developer reasonably deems to be necessary or appropriate; anc:llor (b) perform the Initial
Site Work; provided that Developer shall perform the Initial Site Work: (a) in accordance with the Initial Site
Work Plans and the Laws; and (b) in a careful and safe manner. Developer shall indemnify and hold harmless
CRC from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including
reasonable attorneys' fees and court costs) arising from or connected with: (a) the conducting of such tests,
inspections, examinations, studies, anc:llor investigations by Developer or any party acting by, under, through,
or on behalf of Developer; or (b) the performance of the Initial Site Work; except to the extent that any such
claim, suit, judgment, liability, loss, cost, or expense results from the negligence or misconduct of CRC, or
any agent, employee, or contractor of CRC.
14. All capitalized words used in this Amendment and not defined herein shall have the meanings
ascribed to such words in the Project Agreement.
C:\WlNDOWS\TEMP\AMENDMENT TO PROJEcr AGREEMENT. V5.DOC
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15. In the event of any conflict between the Project Agreement and this Amendment, the terms and
conditions of this Amendment shall control. Except as expressly provided in this Amendment, all of the
terms and conditions of the Project Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, CRG and Developer have executed this Amendment as of the day
and year first written above.
CRC:
THE CITY OF CARMEL REDEVELOPMENT
COM~p"~. . /
By:(~-k-:~
Printed: IIChp.-hd ,€. Ro e sc-t7
Title: Pre.:; (A P. VI +
DEVELOPER:
AMLI RESIDENTIAL PROPERTIES, L.P.
By: AMLI Residential Properties Trust,
its sole general partner
Title: Senior Vice President
C:\WINDOWS\TEMP\AMENDMENT TO PROJEcr AGREEMENT.V5.DOC
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. This design Is the sole property of E&S Markettng Resources.
None of the Ideas. plans arrangements or deSigns may be
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8641 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893-3417 · Local (317) 899-0099 · Fax (317) 899-9168
MARKETING RE:SOURCE:S
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8641 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893-3417 · Local (317) 899-0099 · Fax (317) 899-9168
Background Color(s)
MARKETING RESOURCES
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Providence Phase Entry Monument
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File Location:
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Typeface Color(s)
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Graphics Approval: ~
Date: 5\'6 Production Approval: Date: Sales Approval: Date:
Art Department Draft: 0 Art Department Draft Revision: ~ Final Art Ready For Production:
Client Approval:
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Inside Border Color(s)
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864 1 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893.3411 · Local (317) 899-0099 · Fax (317) 899.9168
Background Color(s)
I This design Is the sole properly of E&S Marketing Resources, i
I None of the ideas, plans arrangements or designs may be
'i copied or disclosed to any person, firm or corporation for
~ any purpose whatsoever without wnften consent of E&S.
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Graphics Approval: ~
Date: '7 \\6 Production Approval: Date: Sales Approval: Date:
Art Department Draft: 121 Art Department Draft Revision: 0 Final Art Ready For Production:
Client Approval:
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,r-[ This design Is the sole property of E&S Marketing Resources. I
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8641 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893-3417 · Local (317) 899-0099 · Fax (317) 899-9168
MARKETING RESOURCES
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4-2-99
File Location:
Dans Mac, Work in Progress
Scale:
Typeface Color(s) ,
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Inside Border Color(s)
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Providence Wall Mounted Directory Sign
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Typeface Color(s) -
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Outside Border Color( 5)
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Inside Border Color(s}
Graphics Approval: ~
Date: S\ \~ Production Approval: Date: Sales Approval: Date:
Art Department Draft: R Art Department Draft Revision: 0 Final Art Ready For Production:
Client Approval:
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8641 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893-3417 · Local (317) 899-0099 · Fax (317) 899-9168
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.Providence Club{iouse Monument 0
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Graphics Approval: ~
Date: 7\ \j, Production Approval: Date: Sales Approval: Date:
Art Department Draft: 0 Art Department Draft Revision: ~ Final Art Ready For Production:
Date:
Client Approval:
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I This design Is the sole property of E&S Marketing Resources.
:1 None of the ideas, plans arrangements or designs may be
I copied or disclosed to any person, firm or corporation for
l any purpose whatsoever without wrlften consent of E&S, 1
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8641 East 30th Street · Indianapolis, IN 46219
Toll Free: (800) 893-3417 · Local (317) 899-0099 · Fax (317) 899-9168
MARKETING RESOURCES
05126
4-2-99
Dans Mac, Work in Progress
Providence@oldMeridian.ai
Scale: .
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Typeface(s)
I Commercial Script, Benquin1
Outside Border Color{s)
1-
Inside Border Color(s)
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Background Color{s)
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