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HomeMy WebLinkAboutAmended Sublease and Management Agreement 2019 Clay Public Safety Project (Fire Administration Bldg) DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 AMENDED AND RESTATED SUBLEASE AND MANAGEMENT AGREEMENT APPROVED (Fire Administration and Community Center Building) By Jon Oberlander at 7:14 pm,Sep 27,20231 THIS AMENDED AND RESTATED SUBLEASE AND MANAGEMENT AGREEMENT (the "Restated Agreement") is entered into by and among Clay Township of Hamilton County, Indiana (the "Township"), the Carmel Clay Municipal Building Corporation (the "Corporation") and the City of Carmel, Indiana (the "City"), and shall become effective as of the Effective Date indicated in Section 12 below. This Restated Agreement supersedes and replaces the Sublease and Management Agreement by and between the Township, the Corporation and the City dated September 12, 2019 (the "Original Agreement"). WITNESSETH THAT: WHEREAS, the Corporation is the owner of a certain parcel of real estate and related improvements thereon located at 210 Veterans Way, Carmel, Indiana 46032, the legal description of which is attached hereto as Exhibit "A" and fully incorporated herein by this reference (the "Property"); and WHEREAS, the City and the Township have entered into an Interlocal Cooperation Agreement for Public Facilities and Equipment, Financing, Purchase, Construction and Maintenance recorded with the Hamilton County Recorder on June 14, 2019 as Document #2019025026 (the "Interlocal Agreement"), providing for the acquisition, construction, and use of certain fire protection and emergency response facilities and equipment to protect the citizens of the City and the Township; and WHEREAS, pursuant to that certain Lease Agreement dated March 29, 2019, as amended (the "Lease"), the Corporation has leased to the Township the Property and the Project described in Exhibit "B" attached hereto and fully incorporated herein by this reference (the "Project"),pursuant to the provisions of I.C. 36-1-10; and 1 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 WHEREAS, the Corporation has completed construction of the Project in conjunction with the City and the Township and the Project is now occupied by the Carmel Fire Department (the "Department") as the designee of the City; and WHEREAS, the Township and the Corporation desire to grant to the City the right, power, and authority to access and occupy the Property and the Project for public safety and other public purposes in accordance with the terms of the Lease and this Restated Agreement, for the protection of the citizens and property located in the City and the Township, and to operate the Project throughout the term of the Lease; and WHEREAS, the use of the Project has been altered since the execution of the Original Agreement to provide for the use and occupancy on a non-exclusive basis of the third floor and rooftop terrace of the Project (collectively the "Event Space") on the terms generally contained in the Memorandum of Agreement attached hereto as Exhibit "C" and the parties desire to amend the Original Agreement to reflect such use. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term. The term of this Restated Agreement shall run from the Effective Date through the term of the Lease. Any extension of or decrease in the term of the Lease, whether such extension or decrease is automatic or through the exercise of any contractual or statutory rights under the Lease, shall result in an equivalent extension of or decrease in the term of this Restated Agreement. 2. Grant of Possession. Except as provided in Section 8 below, upon final completion of the Project, the Township and the Corporation hereby grant to the City the exclusive right, power, and authority to access, occupy, improve, and operate the Property and the Project at all times during the term of this Restated Agreement, all in accordance with the 2 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 terms of the Lease and this Restated Agreement. At all times during the term of this Restated Agreement, and absent a material breach by the City of its covenants and agreements provided herein, the City shall have the peaceable and quiet enjoyment and possession of the Property and the Project without any manner of hindrance from the Corporation or the Township or any parties lawfully claiming under the foregoing except as provided in Section 8. The City represents that the Property and the Project shall be utilized primarily for the purposes of facilitating the public safety operations of the Carmel Fire Department (the "Department"), but other governmental purposes and uses are not prohibited. Notwithstanding the foregoing, the parties acknowledge that the Lease serves to secure certain financing secured by the Township and the Corporation for the construction of the Project in accordance with the terms of the Interlocal Agreement as approved by the Township Board of the Township under Resolution No. 2019-04-30-02 and by the Common Council of the City as Ordinance No. D-2467-19 and that the rights of the City under this Restated Agreement shall be subject to the rights and obligations of the Township, the Corporation and other parties under that certain Trust Indenture and related documents that provide for the financing of the Project through the Lease. 3. Grant and Sublease. In order to further the intent of this Restated Agreement, the Township hereby grants to the City all of its rights under the Lease (but not its obligations for payments thereunder) including, but not limited to, the right to make any alterations, additions, repairs, and/or improvements to the Property, and to operate the same throughout the term of the Lease at the City's own expense, and in addition the Township hereby subleases the Property to the City under the terms of the Lease and this Restated Agreement. The foregoing grant and sublease are made for and in consideration of the pledge by the City to operate the Project under the terms of the Interlocal Agreement for the benefit of all residents of the City and the Township. No payment of rent or other consideration by the City shall be required by or pursuant to this Restated Agreement or the sublease provided for herein. The 3 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 parties acknowledge that the use of the Property contemplated herein is a sublease to the City for a"governmental purpose" as allowed under the Lease, and the Corporation hereby acknowledges the same and consents thereto. Nothing contained in this Restated Agreement shall reduce or impede in any manner the Township's obligations to make rental payments under the Lease, or to otherwise take all actions required under the Trust Indenture and any related documents providing for the financing of the construction of the Project by the Township. As required by I.C. 36-1-10-11, all real estate (including the Property), structures and other improvements comprising the Project shall be held in fee simple by the Corporation until the entire Premises (as defined in the Lease) is acquired through the exercise of an option or otherwise in accordance with the terms of the Lease. The City shall have the rights of the Lessee under the Lease, a substantial and in all material respects final copy of which is attached as Exhibit "D" and fully incorporated herein by this reference and shall be bound by its obligations with the exception of the obligation to make payments of rent thereunder or as limited by Section 8 below. The Township shall indemnify the City from any claims relating to payment of rent under the Lease. The Corporation's consent to the Township's grant of rights and sublease to the City is conditioned on the Township remaining fully liable and accountable for performance under the Lease. 4. Repairs, Maintenance and Utilities. Throughout the term of this Restated Agreement, the City shall cause such ordinary and necessary repairs and maintenance to be made to the buildings and improvements constituting the Project and all equipment and systems located in or pertaining thereto, and shall cause such interior alterations to be made as the City shall consider necessary or advisable in its sole opinion for the proper operation of the Project, all at its own expense in accordance with the Interlocal Agreement. Interior improvements to the Event Space may be initiated by the Event Manager identified in Section 8 below. All utilities, assessments, operating expenses, and all other ongoing operating expenses 4 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 related to the Project shall be paid by the City in accordance with the Interlocal Agreement and as provided in Section 8 below. 5. Transfer of Property. As required by I.C. 36-1-10-11, prior to the Township and the Corporation entering into the financing of the Project, the City transferred title to the Property to the Corporation. Pursuant to Section 2.7 of the Interlocal Agreement, the parties hereby acknowledge that upon completion of the term of the Lease, in exchange for the covenants of the City contained herein, the Corporation and the Township shall take all action necessary to transfer title to the Property, along with all improvements located thereon, to the City. 6. Indemnification. The City shall indemnify and hold the Corporation and the Township harmless from and against all damages, claims, and liabilities arising from or connected with the City's control or use of the Property, including, without limitation, any damage or injury to person or property, unless such damage or claim arises out of the gross negligence or intentional torts of the Corporation and/or the Township, or their respective employees or agents. This indemnification shall not include any matter for which the Corporation or the Township is effectively protected against by insurance. If the Corporation and/or the Township shall, without fault, become a party to litigation commenced by or against the City or relating in any way to the management or operation of the Project, then the City shall defend, indemnify, and hold the Corporation and/or the Township harmless therefrom. The indemnification provided by this Section shall include the indemnified parties' reasonable legal costs and fees in connection with any such claim, action or proceeding. Each party hereby releases the other from all liability for any accident, damage or injury caused to person or property; provided, however, that this release shall be effective only to the extent the injured or damaged party is insured against such injury or damage and only if this release shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. 5 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 7. Insurance. The City, at its own expense, shall, during the full term of this Restated Agreement, keep the Property and the Project insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of facilities of a similar type, with good and responsible insurance companies reasonably acceptable to the Corporation and the Township. Such insurance shall be in an amount not less than One Hundred Percent (100%) of the full replacement cost of the Property and the Project and all improvements thereon as certified by a registered architect, registered engineer or professional appraisal engineers, selected by the City and reasonably acceptable to the Corporation and the Township, on the effective date of this Restated Agreement. During the term of the Lease, the City shall also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental value of the Property and the Project for a period of two (2) years against physical loss or damage of the type insured against pursuant to the proceeding requirements of this Section 7. During the full term of this Restated Agreement, the City shall also, at its own expense, carry combined bodily injury insurance, including accidental death and Property damage with reference to the Property in an amount sufficient to adequately cover such losses with one or more good and responsible insurance companies reasonably acceptable to the Corporation and the Township. The public liability insurance required herein may be by blanket insurance policy or policies. All of the foregoing policies applicable to the Property and/or the Project shall list the Township and the Corporation and their respective elected and appointed officials, employees and agents as additional insureds and shall require thirty (30) days' notice to the Township and the Corporation prior to cancellation or substantial alteration of such policies. The proceeds of the insurance required herein shall be applied as set forth in Section 4 of the Lease. 8. Event Space. The parties acknowledge that pursuant to its rights under the Lease, the Township has entered into an Event Space Scheduling and Food and Beverage 6 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 Services Management Agreement (the "Management Agreement") with MTS Collective, Inc. (the "Event Manager"). The parties acknowledge that the Township has determined that the utilization of the Event Space for Scheduled Events (as defined in the Management Agreement) serves a bona fide government purpose and provides to the public a Community Center and Event Space which furthers the Township's statutory responsibilities. The parties acknowledge that the Management Agreement, a copy of which has been provided to the City, requires the City to coordinate with the Event Manager for the payment of certain utilities and to otherwise cooperate in the scheduling and use of the Event Space and other designated portions of the Project by the Event Manager. As provided in the Management Agreement, at all times the Event Space is not utilized for Scheduled Events the Event Space is to be used and occupied by the Department as the designee of the City. The Corporation and the Township agree that at all times the Event Manager has the right to use and occupy of the Event Space the Township shall require the Event Manager to maintain adequate insurance naming the City, the Corporation and the Township as additional insureds on all liability policies including liquor liability insurance. 9. Sublease by the City. With the exception of the rights of Event Manager to use and occupy the Event Space as provided in the Management Agreement, the Township and the Corporation hereby grant the City the right, power, and authority to enter into any further sublease of the Property or the Project, or any portion thereof, but only for governmental purposes in accordance with the Lease and only with the written approval of the Corporation and the legislative body of the Township, which approval shall not be unreasonably withheld. No grant of rights or sublease by the City shall relieve the City of its obligations under this Restated Agreement. 10. Miscellaneous. The following additional terms shall apply to this Restated Agreement: 7 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (a) Captions. The captions, headings, and arrangements used in this Restated Agreement are for convenience only and do not in any way affect, limit, simplify, or modify the terms and provisions of this Restated Agreement. (b) Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be deemed to be delivered when (i) sent by a national overnight courier; (ii) hand delivered; or (iii) forwarded by facsimile transmission to the following: If to the Township: Clay Township of Hamilton County, Indiana Attn: Township Trustee 10701 N. College Avenue Indianapolis, IN 46280-1089 317-846-2773 (telephone) With Copy to: Brian C. Bosma Kroger, Gardis & Regas, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 317-692-9000 (telephone) If to the Corporation: Carmel Clay Municipal Building Corporation Attn: President 10701 N. College Avenue Indianapolis, IN 46280-1089 317-846-2773 (telephone) With Copy to: Brian C. Bosma Kroger, Gardis & Regas, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 317-692-9000 (telephone) If to the City: City of Carmel, Indiana Office of the Mayor One Civic Square Carmel, IN 46032 317-571-2401 (telephone) With Copy to: City of Carmel, Indiana Office of Corporation Counsel One Civic Square Carmel, IN 46032 317-571-2472 (telephone) 8 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 The foregoing information may be changed by notice to the other parties to this Restated Agreement served in accordance with this Section. Elected officials shall automatically and without notice be substituted by their successors in office. (c) Governing Law. It is intended by the parties that the laws of the State of Indiana shall govern the validity, construction, enforcement, and interpretation of this Restated Agreement, and that any lawsuit regarding this Restated Agreement shall be filed in a court of competent jurisdiction located in Hamilton County, Indiana only. (d) Entirety and Amendments. This Restated Agreement embodies the entire agreement between the parties relating to the subject matter hereof, and supersedes all prior agreements, understandings, warranties, and representations, if any, whether verbal or written, relating to the Property, or the Project, and may be amended or supplemented only by an instrument in writing executed by all parties hereto with the same degree of formality in which this Restated Agreement was executed. (e) Invalid Provisions. If any provision of this Restated Agreement is held to be illegal, invalid, or unenforceable, said provision shall be fully severable; and the Restated Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of the Restated Agreement. The remaining provisions of the Restated Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Restated Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Restated Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible which is and shall be legal, valid and enforceable. 9 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (f) Multiple Counterparts. This Restated Agreement may be executed in any number of identical counterparts and each such counterpart is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement. (g) Parties Bound. This Restated Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the parties hereto, and their respective successors and assigns. (h) Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed, and delivered by the parties hereto, said parties agree to perform, execute, and deliver or cause to be performed, executed, and delivered any and all such further and reasonable acts, documents, and assurances as may be reasonably necessary to consummate the transaction contemplated hereby in accordance with this Restated Agreement. (i) Time is of the Essence; Execution. It is expressly agreed by the parties hereto that time is of the essence with respect to this Restated Agreement. This Restated Agreement shall be deemed fully executed by the parties upon the execution of this Restated Agreement by each of the parties indicated below. (j) No Third Party Beneficiaries. Except as otherwise specifically provided herein, nothing expressed or implied in this Restated Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason of this Restated Agreement. 11. Restated Agreement. This Restated Agreement amends and replaces the Original Agreement, which Original Agreement has been superseded by this Restated Agreement. To the extent necessary, the terms of this Restated Agreement also will supersede conflicting statements and provisions in the Interlocal Agreement. 12. Effective Date. The effective date of this Restated Agreement shall be the latest date appearing under the signatures below; provided that the provisions of this Restated 10 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 Agreement relating to possession of the Project, repairs, maintenance, operating expenses, utilities, and insurance shall take effect immediately upon "substantial completion" of the Project or any material portion thereof. The parties signing below hereby certify and acknowledge that they have been authorized to execute this Restated Agreement on behalf of the entity indicated above their signature. CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA: By: By: Paul Hensel, Trustee Paul Bolin, President Dated: CARMEL CLAY MUNICIPAL BUILDING CORPORATION By: Paul Hensel, Authorized Representative of the Corporation Dated: CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: LDocuSigned by: P21cQ 9725§F823 218D 431... James B O%j2bPresiding Officer Date: —DocuSigned by: ,,JJ •-6E37C OCO E4C4 Mary A 0/4 Burke Member Date: CDocuSigned by: (,bvi wOw BOD22s8184LB40D... Lori S. Watson, Member Date: 10/4/2023 11 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 ATTEST: (-DocuSigned by: S1,-C Wolcro -6t53I5 D7H9844C5... Sue Wolfgang,oz3k Date: This document is not required to be recorded but shall be maintained by each of the parties in accordance with their normal record keeping procedures. 12 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT "A" Legal Description of the Property Fire Administration and Community Center Project Tax Parcel No. 16-09-25-16-05-004.000 13 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT "B" The Project The acquisition of property, construction, renovation, installation, and equipping of a Carmel Fire Department administrative building and fire museum, Carmel Clay Community Center and improvements related thereto located at 210 Veterans Way, Carmel, Indiana 46032. 14 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT "C" Memorandum of Management Agreement EVENT SPACE SCHEDULING AND FOOD AND BEVERAGE SERVICES MANAGEMENT AGREEMENT VENDOR: MTS Collective, Inc. OWNER: Carmel Clay Municipal Building Corporation by the Clay Township Trustee, its Authorized Representative BUILDING: Carmel Clay Community Building and Fire Headquarters, 210 Veteran's Way, Carmel, Indiana TERM: The Initial Term begins on September 1, 2023 and ends on December 31, 2028 unless sooner terminated. RENEWAL TERM: Upon written notice delivered to the Trustee by September 1, 2028, MTS may initiate a Renewal Term of 3 years beginning January 1, 2029 through December 31, 2031. EVENT SPACE: MTS has non-exclusive access to the 3rd Floor of the Building and the Rooftop Terrace (collectively the"Event Space"). COMMON AREAS: In conjunction with its non-exclusive use of the Event Space, MTS is granted non-exclusive access to the 1st floor entrance and lobby area, the elevators and stairwells, designated exterior parking and loading areas and related exterior areas. LIMITATION ON USE: MTS's use of the Event Space for trade or business purposes is limited to twenty-five percent (25%) of the available use of the Event Space to avoid excess "Private Business Use" of tax- exempt financed facilities. Non-compensated use of the Event Space (marketing tours, event planning meetings, etc.) are not included in the business use calculation. MTS to document private business use on a weekly basis and provide to the Township on a quarterly basis. At all times the Event Space is not utilized by MTS it is available to the Department, the Township and the City provided the same does not unreasonably interfere with MTS. EVENT FEE: The following annual Event Fee will be paid by MTS to the Township on April 1, 2024 and annually on April 1 thereafter: 15 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 2024, 2025, 2026: $25,000.00 2027: $30,000.00 2028: $35,000.00 2029 and following: 5% over prior year TERMINATION: In the event of termination of the Agreement by MTS prior to the end of any calendar year, the Event Fee for that calendar year is not refundable to MTS. EQUIPMENT: MTS to install and maintain in good working order any required Equipment. No Township Equipment is included. MAINTENANCE Township (through the Department) is responsible for: (i) capital AND REPAIRS: repairs and maintenance, including HVAC, mechanical and structural maintenance and repairs (exclusive of routine cleaning, maintenance and repairs by MTS), and (ii) repairs for other matters not caused by MTS or its employees, contractors or invitees. UTILITIES: Beginning January 1, 2024, MTS to pay the Department 12.5% of the cost of utilities and 33.3% of the cost of trash pickup and dumpster charges. Monthly payment in advance is to commence December 10, 2023 and on the 10th of each following month. The Department and MTS may agree to an estimate and six (6) month pre-payment with true up in July and January of each year of the Term. SCHEDULING: All public and private tours (including school tours) and events in the Event Space and S.A.F.E. House ("Scheduled Events") shall be scheduled through MTS to avoid conflicts. Formal Scheduled Events by the Department (Union Meetings, ceremonial events) shall be scheduled with MTS and the Department is responsible for setup, tear down, clean up and supervision without rental charges. MTS is to coordinate scheduling with the Department and provide a monthly calendar of events as early as possible in the previous month. ALTERATIONS: MTS may make non-structural interior alterations or improvements to the Event Space (including the Unfinished Space) but only with the prior written approval of the Trustee. All constructed improvements (other than removable decorative items) shall revert to Township ownership upon termination. INSURANCE: The Township (through the Department) shall name MTS as an additional insured party on liability policies. MTS shall obtain required insurance (including liquor liability insurance) for the 16 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 protection of MTS, the City, the Building Corporation and the Township from all claims or damages. MTS to deliver an ACORD Certificate evidencing the foregoing coverage. SIGNAGE: MTS shall not place any permanent or exterior signage on the Building with the exception of the right to apply a temporary and removable decal with a name to be determined on the glass entry doors to the Building and the entry doors to the Event Space. AV EQUIPMENT MTS may use the AV equipment and monitors located in the AND MONITORS: Event Space and the 1st floor lobby area for Scheduled Events and is responsible for any damage thereto. MTS may access the Building security video upon reasonable request. Access to security monitors during Scheduled Events will be coordinated with the Department. LIQUOR LICENSE: MTS to obtain a 3-way Convention Center or Civic Center liquor license under Ind. Code §7.1-3-1-25 within six (6) months of the Effective Date. The liquor license will be held in the name of the Township with MTS or its nominee appearing as the "Manager." MTS is responsible for all costs of obtaining and renewing the liquor license. PERMITS: MTS is responsible for obtaining an Amusement Permit and all other permits necessary to conduct its services in the Event Space. SCHEDULE OF MTS to establish a Fee Schedule for Scheduled Events in the RENTAL FEES: Event Space or S.A.F.E. House with appropriate charges for: 1. Local residents; 2. Corporate clients; 3. Non-profit clients (charge for food and beverages only —no rental charge) 4. Small occasions; and 5. Weddings and receptions. Copies of the Fee Schedule are to be submitted to the Township Trustee upon establishment and at the time of any changes TOWNSHIP AND In addition to the "free rental" use by the Department for union, CITY USE: promotion, graduation and retirement events, the Township is entitled to three (3) "free rental events" for non-political, public or private events designated by the Township Trustee and five 17 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (5) events designated by the Mayor of the City or the Mayor's designee. All food and beverages for these "free rental events" will be provided by MTS and charged at its current banquet event order charges. FOOD & BEVERAGE MTS is the exclusive provider of all food and beverage services SERVICES: for Scheduled Events in the Event Space with the exception of (i) Scheduled Events by the Department (unless requested) and (ii) student "brown bag" tours of the S.A.F.E. House and related education use of the Event Space by the Department. OTHER VENDOR Purchase and maintain all materials, tools, supplies and RESPONSIBILITIES: equipment necessary for the operation of the Event Space including all necessary tables and chairs which shall also be made available for use by the Department. Provide adequate supervision for all Scheduled Events including the presence of an off-duty police officer at all events at which alcoholic beverages are served. After closing Scheduled Events on evenings and weekends, secure the Building by a security sweep of each floor's lobby, lobby restroom, lobby hallways, elevators and stairwells prior to securing the Building. Coordinate with the Department regarding Building access key codes and access to the Event Space and S.A.F.E. House at all reasonable times. Meet with the Township and the Department no less frequently than annually to discuss any issues regarding the use of the Event Space or the S.A.F.E. House, shared utility expenses and other terms of the Agreement. 18 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT "D" Lease Agreement [See attached] 18 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT D LEASE by and between CARMEL CLAY MUNICIPAL BUILDING CORPORATION and CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA Dated as of March 29, 2019 (Fire Administration Building and Museum Project) DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 TABLE OF CONTENTS Page 1. PREMISES, TERM AND WARRANTY 1 2. RENTAL PAYMENTS 2 3. ADDITIONAL RENTAL PAYMENTS. 3 4. DAMAGE TO PREMISES; ABATEMENT OF RENT 3 5. OPERATION, MAINTENANCE AND REPAIR; ALTERATIONS; PERSONAL PROPERTY. 4 6. INSURANCE 4 7. ASSIGNMENT AND SUBLETTING 5 8. TAX COVENANTS 5 9. OPTION TO PURCHASE 5 10. OPTION TO RENEW 6 11. TRANSFER TO THE LESSEE 6 12. DEFAULTS 6 13. NOTICES 7 14. SUCCESSORS OR ASSIGNS 7 15. SEVERABILITY 7 16. TABLE OF CONTENTS; CAPTIONS 7 17. CONSTRUCTION OF COVENANTS 7 i DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 LEASE THIS LEASE (this "Lease"), entered into as of this 29th day of March, 2019, by and between the Carmel Clay Municipal Building Corporation, an Indiana nonprofit corporation (the "Lessor"), and Clay Township, Hamilton County, Indiana, a municipal corporation existing under by the laws of the State of Indiana(the "Lessee"); WITNESSETH: In consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. PREMISES, TERM AND WARRANTY. (a) (i) The Lessor does hereby lease, demise and let to the Lessee certain real estate in Clay Township, Hamilton County, Indiana, described in Exhibit A attached hereto and made a part hereof and any improvements located, or to be located on such real estate (the "Improvements") and including the appurtenances to such Improvements (collectively, the "Premises"), to have and to hold the same, with all rights, privileges, easements and appurtenances thereunto belonging, beginning on the date the Bonds (as hereinafter defined in Section 2 of this Lease) are issued by the Lessor and ending on a date not more than twenty (20) years thereafter. Notwithstanding the foregoing, the Premises may be amended to add additional property to the Premises or remove any portion of the Premises, provided however, following such amendment, the rental payable under this Lease shall be based on the value of the portion of the Premises which is available for use, and the rental payments due under this Lease shall be in amounts sufficient to pay when due all principal of and interest on all outstanding Bonds. In the event that all or a portion of the Premises shall be unavailable for use by the Lessee, subject to the completion of any process required by law, the Lessor and the Lessee shall amend the Lease to add to and/or replace a portion of the Premises to the extent necessary to provide for available Premises with a value supporting rental payments under the Lease sufficient to pay when due all principal of and interest on outstanding Bonds. (ii) Notwithstanding the foregoing, the term of this Lease will terminate at the earlier of(x) the exercise by the Lessee of the option to purchase the Premises and the payment of the option price, or (y) the payment or defeasance of all bonds issued (i) to finance the cost of the Premises, (ii) to refund such bonds, (iii) to refund such refunding bonds, or (iv) to improve the Premises. (iii) The date the Improvements are complete and ready for occupancy shall be endorsed on this Lease at the end hereof in the form of Exhibit C attached hereto by the parties hereto as soon as the same can be done after such date and such endorsement shall be recorded as an addendum to this Lease. DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (iv) The Lessor hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple to the Premises, and the Lessor warrants and will defend the same against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee or its assigns. (b) The Plans and Specifications may be changed, additional construction work may be performed and additional equipment may be purchased by the Lessor, but only with the approval of the Lessee, and only if such changes, additional construction work or additional equipment do not alter the character of the Premises or reduce the value thereof. Any such additional construction work or additional equipment shall be part of the property covered by this Lease. The Plans and Specifications have been filed with and approved by the Lessee. 2. RENTAL PAYMENTS. (a) The Lessee agrees to pay rental for the Premises at a rate per year during the term of this Lease not to exceed Two Million One Hundred Fifty-Two Thousand Dollars ($2,152,000). Each such semi-annual installment, payable as hereinafter described, shall be based on the value of that portion of the Premises which is complete and ready for use and occupancy by the Lessee at the time such semi-annual installment is made. The first rental installment shall be due on the later of(i) the January 1 or July 1, as determined by the Lessor and the Lessee at the time the parties hereto endorse the Addendum to Lease in the form attached hereto as Exhibit B, of the year for which the State of Indiana Department of Local Government Finance will approve a budget order providing for the payment of such rental payments; or (ii) the date on which a portion of the Premises is available for use and occupancy by the Lessee. Thereafter, such rental shall be payable in advance in semi-annual installments on January 1 and July 1 of each year. The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate so specified from the date such installment is due to the date of the expiration of this Lease. All rentals payable under the terms of this Lease shall be paid by the Lessee to the trustee (the "Trustee") under the trust indenture (the "Indenture") securing the bonds to be issued by the Lessor to provide funds for the project on the Premises (such bonds, or bonds issued to refund such bonds, the "Bonds"). All payments so made by the Lessee shall be considered as payments to the Lessor of the rentals payable hereunder. (b) After the sale of the Bonds, the annual rental shall be reduced to an amount sufficient to pay principal and interest due in each twelve (12) month period commencing each year on July 1, payable in semi-annual installments, rounded to the next thousand dollar, plus five thousand dollars. In addition, each such reduced semi-annual installment shall be based on the value of the portion of the Premises which is complete and ready for use and occupancy by the Lessee at the time such semi-annual installment is made. Such amount of adjusted rental shall be endorsed on this Lease at the end hereof in substantially the form of Exhibit B attached hereto by the parties hereto as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. 2 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (c) The fixed annual rentals described in this Section 2 (the "Fixed Annual Rentals") and the additional rentals described in Section 3 (the "Additional Rentals") shall be payable solely from the revenues of the tax levied and collected by the Lessee pursuant to the Indiana Code § 36-1-10-17 (the "Tax Revenues"). The Lessee may pay the Fixed Annual Rentals and the Additional Rentals or any other amounts due hereunder from any other revenues legally available to the Lessee; provided, however, the Lessee shall be under no obligation to pay any Fixed Annual Rentals or Additional Rentals or any other amounts due hereunder from any moneys or properties of the Lessee except the Tax Revenues received by the Lessee. (d) The Lessee may pay the Fixed Rentals in advance to the Lessor, and, the Lessor shall use such amounts to optionally redeem all or a portion of the Bonds, on such dates and with such maturity dates as directed by the Lessee. After the prepayment of rent, the annual rental shall be reduced to the multiple of$1,000 next higher than the principal and interest due in each twelve (12) month period commencing each year on July 1, plus Five Thousand Dollars ($5,000), payable in semi-annual installments. In addition, each such reduced semi-annual installment shall be based on the value of that portion of the Premises which is complete and ready for use and occupancy by the Lessee at the time such semi-annual installment is made. Such amount of adjusted rental shall be endorsed on this Lease at the end hereof in substantially the form of Exhibit B attached hereto by the parties hereto as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. 3. ADDITIONAL RENTAL PAYMENTS. The Lessee shall pay as further rental for the Premises all taxes and assessments levied against or on account of the Premises or the receipt of lease rental payments hereunder and the amount required to reimburse the Lessor for any insurance payments made by it under Section 6. In addition, the Lessee shall pay for all of the utilities in connection with the operation of the Premises and all rebate costs associated with the Bonds. The Lessee also shall pay as additional rental all administrative expenses of the Lessor, including ongoing trustee fees, relating to the Bonds. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee at least three (3) days before the last day upon which the same must be paid to avoid delinquency. In case the Lessee shall in good faith desire to contest the validity of any such tax or assessment, and shall so notify the Lessor, and shall furnish bond with surety to the approval of the Lessor for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the non-payment thereof when due, the Lessee shall not be obligated to pay the same until such contests shall have been determined. The Lessee shall pay as further rental the amount calculated by or for the Trustee as the amount required to be paid to the United States Treasury, after taking into account other available moneys, to prevent the Bonds from becoming arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). 4. DAMAGE TO PREMISES; ABATEMENT OF RENT. In the event the Premises are partially or totally destroyed, whether by fire or any other casualty, so as to render the same unfit, in whole or part, for use by the Lessee, (a) it shall then be the obligation of the Lessor to restore and rebuild the Premises as promptly as may be done, unavoidable strikes and other 3 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Section 6 hereof, and provided further, the Lessor shall not be required to rebuild or restore the Premises if the Lessee instructs the Lessor not to undertake such work because the Lessee anticipates that either (i) the cost of such work exceeds the amount of insurance proceeds and other amounts available for such purpose, or (ii) the same cannot be completed within the period covered by rental value insurance, and (b) the rent shall be abated for the period during which the Premises or any part thereof is unfit for use by the Lessee, in proportion to the percentage of the area of the Premises which is unfit for use by the Lessee. 5. OPERATION, MAINTENANCE AND REPAIR; ALTERATIONS; PERSONAL PROPERTY. The Lessee shall operate, maintain and repair the Premises during the term of this Lease in good repair, working order and condition at its expense. The Lessee shall use and maintain the Premises in accordance with the laws and ordinances of the United States of America, the State of Indiana and all other proper governmental authorities. The Lessee shall have the right, without the consent of the Lessor, to make all alterations, modifications and additions and to do all improvements it deems necessary or desirable to the Premises which do not reduce the rental value thereof. At the end of the term of this Lease, the Lessee shall deliver the building to the Lessor in as good condition as at the beginning of the term of this Lease, reasonable wear and tear excepted. Equipment or other personal property which becomes worn out or obsolete may be discarded or sold by the Lessee. The Lessee need not replace such personal property, but may replace such property at its own expense, which replacement property shall belong to the Lessee. The proceeds of the sale of any personal property covered by this Lease shall be paid to the Trustee. The Lessee may trade in any obsolete or worn out personal property or replacement property which will belong to the Lessee upon payment to the Trustee of an amount equal to the trade-in value of such property. 6. INSURANCE. (a) The Lessee, at its own expense, shall, during the term of this Lease, keep the Premises insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or improvements of a similar type, with good and responsible insurance companies approved by the Lessor. Such insurance shall be in an amount at least equal to the greater of(i) the option to purchase price as set forth in Section 9 hereof, and (ii) one hundred percent (100%) of the full replacement cost of the Premises. (b) During the term of this Lease, the Lessee shall also, at its own expense, maintain rent or rental value insurance in an amount equal to the full rental value of the Premises for a period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding requirements of this Section 6. During the full term of this Lease, the Lessee will also, at its own expense, carry combined bodily injury insurance, including accidental death, and property damage with reference to the Premises in an amount not less than One Million Dollars 4 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 ($1,000,000) combined single limit on account of each occurrence with one or more good and responsible insurance companies. (c) The public liability insurance required herein may be by blanket insurance policy or policies. Such policies shall be for the benefit of all persons having an insurable interest in the Premises, and shall be made payable to the Lessor or to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies, together with a certificate of the insurance commissioner of the State of Indiana certifying that the persons countersigning such policies are duly qualified in the State of Indiana as resident agents of the insurers on whose behalf they may have signed, and the certificate of the architect or engineer hereinbefore referred to, shall be deposited with the Lessor. If, at any time, the Lessee fails to maintain insurance in accordance with this Section 6, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rental payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non-action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance. 7. ASSIGNMENT AND SUBLETTING. The Lessee shall not assign this Lease or sublet the Premises without the written consent of the Lessor. The Lessor shall not assign this Lease without the written consent of the Lessee, except to the extent provided in the Indenture. 8. TAX COVENANTS. Notwithstanding any other provision of this Lease to the contrary, the Lessee shall not take any action or fail to take any action with respect to its use of the Premises that would result in loss of the exclusion from gross income of interest paid on the Bonds under the Code, which Bonds, when initially issued and sold, were the subject of an opinion of bond counsel to the effect that interest thereon was excludable from gross income under the Code. Any agreement entered into by the Lessee with respect to the Premises that would result in a loss of the exclusion from gross income of interest paid on such Bonds under the Code shall be of no force or effect and shall not convey any rights or impose any obligation in respect to it, at law or in equity. 9. OPTION TO PURCHASE. (a) The Lessor hereby grants to the Lessee the right and option, on any date prior to the expiration of this Lease, upon written notice to the Lessor, to purchase the Premises at a price equal to the amount required to enable the Lessor to pay all indebtedness related to the Premises, including the Bonds, with accrued and unpaid interest to the date on which such indebtedness will be redeemed and all premiums payable on the redemption thereof, and to enable the Lessor to liquidate, if the Lessor is to be liquidated, by paying the expenses and charges of liquidation and to pay the cost of transferring the Premises. 5 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 (b) Upon request of the Lessee, the Lessor shall furnish an itemized statement setting forth the amounts required to be paid by the Lessee on the next rental payment date in order to purchase the Premises in accordance with Section 9(a) hereof (c) If the Lessee exercises its option to purchase, it shall pay to the Trustee that portion of the purchase price which is required to pay the Bonds, including all premiums payable on the redemption thereof and accrued and unpaid interest. Such payment shall not be made until the Trustee gives to the Lessee a written statement that such amount will be sufficient to retire the Bonds, including all premiums payable on the redemption thereof and accrued and unpaid interest. (d) The remainder of such purchase price shall be paid by the Lessee to the Lessor. Nothing herein contained shall be construed to provide that the Lessee shall be under any obligation to purchase the Premises, or under any obligation in respect to any creditors or other security holders of the Lessor. (e) Upon the exercise of the option to purchase granted herein, the Lessor will upon such payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee all of the Lessor's title to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to said property was subject when conveyed to the Lessor; (ii) those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii) those liens and encumbrances on its part contained in this Lease. In the event of purchase of the Premises by the Lessee or conveyance of the same to the Lessee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee's expense all tax payments required for the transfer of title. 10. OPTION TO RENEW. The Lessor hereby grants to the Lessee the right and option to renew this Lease for a further like, or lesser, term, upon the same or like conditions as herein contained, and the Lessee may exercise this option by written notice to the Lessor given prior to the expiration of this Lease. 11. TRANSFER TO THE LESSEE. In the event the Lessee has not exercised its option to purchase the Premises in accordance with Section 9 hereof and has not exercised its option to renew this Lease in accordance with Section 10 hereof, then, upon expiration of this Lease and upon full performance by the Lessee of its obligations under this Lease, the Premises shall become the absolute property of the Lessee, and, upon the Lessee's request, the Lessor shall execute proper instruments conveying to the Lessee all of the Lessor's title thereto. 12. DEFAULTS. (a) If the Lessee shall default in the (i) payment of any rentals or other sums payable to the Lessor hereunder, or (ii) observance of any other covenant, agreement or condition hereof and such default shall continue for ninety (90) days after written notice to correct the same, then, 6 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 in any of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, or may authorize or delegate the authority to file a suit or make appropriate claims, or the Lessor, at its option, without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the Premises and the Lessee covenants to surrender the same forthwith upon demand. (b) The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 13. NOTICES. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, registered and addressed to the other party, at its last known address. 14. SUCCESSORS OR ASSIGNS. All covenants in this Lease, whether by the Lessor or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 15. SEVERABILITY. In the case of any section or provision of this Lease, or any covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into or taken under this Lease, or any application thereof, is for any reason held to be illegal or invalid, or is at any time inoperable, that illegality or invalidity or inoperability shall not affect the remainder hereof or any other section or provision of this Lease or any other covenant, stipulation, obligation, agreement, act or action, or part thereof, made, assumed, entered into or taken under this Lease, which shall be construed and enforced as if that illegal or invalid or inoperable portion were not contained herein. 16. TABLE OF CONTENTS; CAPTIONS. The table of contents appended to this Lease and the captions included throughout this Lease are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease. 17. CONSTRUCTION OF COVENANTS. This Lease was entered into for the purpose of constructing, erecting, renovating and improving the Premises and leasing the same by the Lessor to the Lessee under the provisions of the Indiana Code 36-1-10. All provisions herein contained shall be construed in accordance with the provisions of said statutes, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and provisions of said statutes, the provisions of said statutes shall be deemed to be controlling and binding upon the Lessor and the Lessee. 7 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 i • IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf as of the day and year first hereinabove written. LESSEE CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA By: Trustee ATTES r. + �d i 40440, President of o ,' p':oard LESSOR CARMEL CLAY MUNICIPAL BUILDING CORPORATION By: e6\& \ /`m` President ATTEST: Wfrifit4-Y24 ' Secretary DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 I STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Doug Callahan and Matthew Snyder, personally known to me as the Trustee and Township Board President, respectively, of the Clay Township, Hamilton County, Indiana and acknowledged the execution of the foregoing lease for and on behalf of said county. WITNESS my hand and notarial seal this 29th day of March, 2019. Q •son No.jp ikICIOUCLA ( ' dKM.-r iii//e /�9•, o ��6�NOTARY °. Written Signature SEAL * pUBLIC atc,oratt • y(bra n V •61: F�Fo�i2v�� c'.; Printed Signature •, -17 •,,. ,4,\0\ r 8pi Poole,b5 ' NOTARY PUBLIC My Commission Expires: My County of Residence is: G4 - s91 - d?oa4, CiAaI 2 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 • STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Andrew Williams and Paul Bolin, personally to me to be the President and Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing lease for and on behalf of said corporation. WITNESS my hand and notarial seal this 29th day of March,2019. ttttt . Sp '' • Written Signature O • NOTARY-- • gn • SEAL ` PUBLIC - In born l� Ol. `"IC:L_1 br;r)r • = Printed Signature '•,,,,,,,,,,,,,, NOTARY PUBLIC My Commission Expires: My County of Residence is: a a -,90ato (Ham This instrument prepared by Richard J. Hall, Esquire, Barnes & Thornburg, 11 South Meridian Street, Indianapolis, Indiana 46204. I affirm under penalties of perjury that I have taken reasonable care to redact each Social Security Number in this document,unless required by law. � Richard J. Hall 3 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT A TO LEASE BETWEEN CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE REAL ESTATE DESCRIPTION The Real Estate shall consist of certain real property located 210 Veterans Way, Carmel, Indiana 46032, as shown on the legal description attached hereto. The Improvements will consist of a Carmel Fire Department administrative building and fire museum and improvements related thereto to be constructed on the Real Estate. A-1 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT"A" Legal Description of Property (Tax Parcel No. 16-09-25-16-05-004.000) BEGINNING 32 RODS 7 FEET 1 INCH SOUTH AND 24 RODS 1 FOOT 6 INCHES WEST OF THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 18 NORTH,RANGE 3 EAST IN HAMILTON COUNTY, INDIANA AND RUN SOUTH 218 FEET,THENCE WEST 165 FEET,THENCE NORTH 218 FEET,THENCE EAST 165 FEET TO THE PLACE OF BEGINNING. DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT B TO LEASE BETWEEN CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE ADDENDUM TO LEASE ENDORSEMENT OF THE LEASE RENTAL SCHEDULE [SEE ATTACHED] B-1 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 ADDENDUM TO LEASE BETWEEN CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE THIS ADDENDUM (this "Addendum"), entered into as of this day of , by and between Carmel Clay Municipal Building Corporation, an Indiana nonprofit corporation (the "Lessor"), and the Clay Township, Hamilton County, Indiana, a municipal corporation existing under by the laws of the State of Indiana (the"Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of ,2019 (the"Lease"); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the adjusted rental. NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED AND STIPULATED by the undersigned as follows: Section 1. The Annual Rental. The adjusted rental is set forth on Appendix A attached hereto. B-2 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSEE CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA Trustee ATTEST: President of Township Board LESSOR CARMEL CLAY MUNICIPAL BUILDING CORPORATION By: President ATTEST: Secretary B-3 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , personally known to me as the Trustee and President of Township Board, respectively, of the Clay Township, Hamilton County, Indiana, acknowledged the execution of the foregoing addendum to lease for and on behalf of said municipal corporation. WITNESS my hand and notarial seal this day of ,2019. Written Signature Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: B-4 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , personally known to me to be the President and Secretary, respectively, of the Cannel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing addendum to lease for and on behalf of said corporation. WITNESS my hand and notarial seal this day of , 2019. Written Signature Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: • This instrument prepared by Richard J. Hall, Esquire, Barnes & Thornburg, 11 South Meridian Street, Indianapolis, Indiana 46204. I affirm under penalties of perjury that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Richard J. Hall • B-5 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 APPENDIX A TO ADDENDUM TO LEASE RENTAL SCHEDULE Payment Date Amount B-6 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT C TO LEASE BETWEEN CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE ADDENDUM TO LEASE ENDORSEMENT OF DATE OF OCCUPANCY [SEE ATTACHED] C-1 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 ADDENDUM TO LEASE CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE THIS ADDENDUM (this "Addendum"), entered into as of this day of , , by and between Carmel Clay Municipal Building Corporation, an Indiana nonprofit corporation (the"Lessor"), and Clay Township, Hamilton County, a municipal corporation existing under by the laws of the State of Indiana(the"Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of , 2019 (the"Lease"); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the date the Premises,as defined therein, are complete and ready for occupancy. NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED AND STIPULATED by the undersigned that the date all of the Improvements are complete and ready for occupancy is . C-2 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSEE CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA Trustee ATTEST: President of Township Board LESSOR CARMEL CLAY MUNICIPAL BUILDING CORPORATION President ATTEST: Secretary C-3 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) )SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , personally known to me as the Trustee and President of Township Board, respectively, of the Clay Township, Hamilton County, Indiana, acknowledged the execution of the foregoing addendum to lease for and on behalf of said municipal corporation. WITNESS my hand and notarial seal this day of , 201_ Written Signature Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: C-4 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and personally known to me to be the President and Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing addendum to lease for and on behalf of said corporation. WITNESS my hand and notarial seal this day of , 201_. Written Signature Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: This instrument prepared by Richard J. Hall, Barnes & Thornburg, 11 South Meridian Street, Indianapolis, IN 46204. I affirm under penalties of perjury that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Richard J. Hall DMS RXH 13960346vI C-5 DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 ADDENDUM TO LEASE BETWEEN CARMEL CLAY MUNICIPAL BUILDING CORPORATION, LESSOR, AND CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA LESSEE Fire Administration and Museum Project THIS ADDENDUM (this "Addendum"), entered into as of this 26th day of November, 2019, by and between Carmel Clay Municipal Building Corporation, an Indiana nonprofit corporation (the "Lessor"), and the Clay Township, Hamilton County, Indiana, a municipal corporation existing under by the laws of the State of Indiana(the "Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of March 29, 2019 (the "Lease"); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the adjusted rental. NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED AND STIPULATED by the undersigned as follows: Section 1. The Annual Rental. The adjusted rental is set forth on Appendix A attached hereto. DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSEE CLAY TOWNSHIP, HAMILTON COUNTY, INDIANA Douglas ahan, Trustee ATTEST: Matthew . S resident of the Township r LESSOR CARMEL CLAY MUNICIPAL BUILDING CORPORATION By: ayAftL,D att2D-A,2_ Andrew Williams, President ATTEST: Paul Bolin, Secretary DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Douglas Callahan and Matthew J. Snyder, personally known to me as the Trustee and President of Township Board, respectively, of Clay Township, Hamilton County, Indiana, acknowledged the execution of the foregoing addendum to lease for and on behalf of said municipal corporation.WITNESS my hand and notarial seal this 2fr4hay of November, 2019. R,,"!;"pP"„/ STEPHANIE EATON , // ��GIG� �tL/G�-alb/l ;O? .. �6 Notary Public, State of Indiana ` Marion County Written Signature =.SEALi*�% Commission Number 695744 My Commission Expires %,;4;:%0`s January 23, 2025 Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Andrew Williams and Paul Bolin, personally known to me to be the President and Secretary, respectively, of the Carmel Clay Municipal Building Corporation, and acknowledged the execution of the foregoing addendum to lease for and on behalf of said corporation. WITNESS my hand and notarial seal this 2 O lay of November, 2019. ,o‘ Y,"rr " /o,„ STEPHANIE EATON Notary Public, State of Indiana Written Sig atu e U Marion County z:SEAL;*=Commission Number 695744 :.'•. My Commission Expires '',„/;44;1A0P: January 23, 2025 Printed Signature NOTARY PUBLIC My Commission Expires: My County of Residence is: This instrument prepared by Richard J. Hall, Esquire, Barnes & Thornburg, 11 South Meridian Street, Indianapolis, Indiana 46204. I affirm under penalties of perjury that I have taken reasonable care to redact each Social Security Number in this document, unless required by law./s/Richard J. Hall DocuSign Envelope ID: 1FAB5F44-D299-4448-9FD9-EA549FFF4D07 EXHIBIT A CARMEL CLAY MUNICIPAL BUILDING CORPORATION Clay Township, Indiana Lease Rental Revenue Bonds, Series 2019A(Capital Appreciation Bonds) Lease Payment Schedule ea ,`ayment Date Semi Annual Lease Payments :'e8.4aa`.z¢grou. Aiau w.;j, ,4 a¢.1 wmzwauht&M&ilN4 rlaa ..:A.p.awiM ;xXk. e ec.wiwxau.R mIX :Ulk,'NP¢¢:b%w: _mzrin xA9nm t:Scalup 7/1/2024 $ 496,000.00 1/1/2025 496,000.00 7/1/2025 991,000.00 1/1/2026 986,000.00 7/1/2026 991,000.00 1/1/2027 991,000.00 7/1/2027 986,000.00 1/1/2028 991,000.00 7/1/2028 991,000.00 1/1/2029 986,000.00 7/1/2029 991,000.00 1/1/2030 991,000.00 7/1/2030 991,000.00 1/1/2031 991,000.00 7/1/2031 991,000.00 1/1/2032 991,000.00 7/1/2032 991,000.00 Total $ 15,842,000.00