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HomeMy WebLinkAboutShared Parking AgreementRECIPROCAL PARKIlVG, ACCESS AND DRAINAGE EASEMENTS AGREEMENT THIS RECIPROCAL, PARKING, ACCESS AND DRAINAGE EASEMENTS AGREEMENT ("Agreemen ") is made as of October 29, 2021, by and between CCI ADT MOB, LLC, an Indiana limited liability company, ("Lot 1 Owner"), and N MERIDIAN HOSPITALITY LLC, an Indiana limited liability company ("Lot 2 Owner"). RECITALS A. Lot 1 Owner is the fee simple owner of one of two lots located in the Carmel Medical Arts Pavilion, a commercial subdivision in Carmel, Hamilton County, Indiana, being Lot 1 under the Plat of Subdivision as more particularly depicted and described in Exhibit "A" attached hereto and made a part hereof ("Lot 1"); B. Lot 2 Owner is the fee simple owner of one of two lots located in the Carmel Medical Arts Pavilion, a commercial subdivision in Carmel, Hamilton County, Indiana, being Lot 2 under the Plat of Subdivision as more particularly depicted and described in Exhibit "B" attached hereto and made a part hereof ("Lot 2"); C. Lot 1 Owner has constructed a three (3) story, 45,000 square foot Class A medical office building (the "MOB"); D. Lot 2 Owner is constructing a 127-room limited -service hotel on Lot 2 (the "Hotel"); E. Lot 1 Owner and Lot 2 Owner have each agreed that it is in the best interests of both parties to agree upon the mutual use of the access, parking and sidewalk areas located on both Lot 1 and Lot 2 (collectively the "Lots" and each a "Lot") to provide: (a) adequate vehicular ingress, egress to and from the U.S. 31 Frontage Road, Illinois Street and the adjacent real estate parcels currently owned by 12156 Meridian Associates, LLC (collectively the "Ritz Parcels" and each a "Ritz Parcel") to the south of Lot 1 and to the west of the Lots on which access and parking easement rights have been granted to the Lot 1 Owner and the Lot 2 Owner; (b) vehicular access to, from and across the Lots; (c) adequate parking for the Lots; and (d) pedestrian access to, from and across the Lots and to and from the parking areas located on the Ritz Parcel to the West of the Lots; and F. In order to provide for adequate storm water drainage, Lot 1 and Lot 2 Owner have each agreed that it is in the best interests of both parties to agree upon the mutual use, maintenance and repair, replacement and reconstruction of the storm water drainage areas and facilities located on and/or currently planned for the two Lots, more particularly, the MOB and Hotel; THEREFORE, in consideration of the premises, the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lot 1 Owner and Lot 2 Owner agree as follows: The Recitals set forth above are hereby incorporated into this Agreement as if fully set forth herein. Reciprocal Parking, Access and Drainage Easements Agreement 2. Lot 1 Owner, for itself and its successors and assigns as the owner of Lot 1 (Lot 1 Owner and its successors and assigns as the then owner of Lot 1 being hereinafter collectively referred to as "Lot 1 Owner"), does hereby declare, grant and reserve for the benefit of: (A) Lot 2 Owner, its successors and assigns as the then owner of Lot 2 (Lot 2 Owner and its successors and assigns as the then owner of Lot 2 being hereinafter collectively referred to as "Lot 2 Owner"); and (B) the present and future tenants, guests, invitees, customers, visitors, licensees, employees, and agents of Lot 2 Owner, and the Hotel; (the parties named in (A) and (B) are collectively referred to herein as the "Lot 2 Owner Benefited Parties", each current and future entity and person being a "Lot 2 Owner Benefitted Party"), and as an appurtenance to Lot 2, the following perpetual, non-exclusive easements: (a) A perpetual, non-exclusive easement on, over and across Lot 1, for vehicular and pedestrian access to and from Lot 2, the Ritz Parcels and the U.S. 31 Frontage Road in and on the designated lanes, access roads, drives, sidewalks and paths (as they are constructed and as modified from time to time) located in and on Lot 1 (the "Lot 1 Access Easement"); and (b) A perpetual, non-exclusive easement on, over and across Lot 1, for the use of the parking spaces (as they are constructed and as modified from time to time) located on Lot 1, subject to Lot l's reservation of designated reserved parking spaces for physicians, patients and visitors and handicapped accessible parking, all of which shall be reasonable (the "Lot 1 Restricted Spaces"), which Lot 1 Restricted Spaces shall mean only, and no more than: (i) the parking spaces located on the north side of and adjacent to the MOB; and (ii) between the hours of 7.30 A.M. and 6:00 P.M. Monday thru Friday only, the parking spaces located on the southside of and adjacent to the MOB (the "Lot 2 Parking Easement"); and the Lot 1 Restricted Spaces shall not be available for parking to the Lot 2 Owner Benefitted Parties. The Lot 1 Restricted Spaces are depicted on Exhibit "C" attached hereto and made a part hereof. 3. Lot 2 Owner, for itself and its successors and assigns as the owner of Lot 2 does hereby declare, grant and reserve for the benefit of: (A) Lot 1 Owner, its successors and assigns as the then owner of Lot 1; and (B) the present and future tenants, guests, invitees, customers, visitors, licensees, employees, and agents of Lot 1 Owner, and the MOB; (the parties named in (A) and (B) are collectively referred to herein as the "Lot 1 Owner Benefitted Parties", each current and future entity and person being a "Lot 1 Owner Benefitted Partd'), and as an appurtenance to Lot 1, the following perpetual, non- exclusive easements: (a) A perpetual, non-exclusive easement on, over and across Lot 2, for vehicular and pedestrian access to and from Lot 1, the Ritz Parcels and the U.S. 31 Frontage Road in and on the designated lanes, access roads, drives, sidewalks and paths (as they are constructed and as modified from time to time) located in and on Lot 2 (the "Lot 2 Access Easement"); and (b) A perpetual, non-exclusive easement on, over and across Lot 2, for the use of the parlring spaces (as they are constructed and as modified from time to time) located on Lot 2, subject to designated reserved parking spaces for guests of the Hotel and handicapped accessible parking, all of which shall be reasonable (the "Lot 2 Parking Easement"). 4. Lot 1 Owner will, at its sole cost and expense, service, repair and maintain Lot 1 in a clean, safe and attractive appearance and condition to ensure the full use and enjoyment of the Lot 1 Access Easement and of the Lot 1 Parking Easement. The foregoing obligations of Lot 1 Owner will include, but are not limited to, snow removal from parking areas, drives and sidewalks; trash pickup and disposal; adequate lighting; landscaping; and maintenance and repair of parking areas (sealing and striping), drives and sidewalks. Notwithstanding the foregoing, Lot 1 Owner may seek reimbursement for the cost to repair any damage caused by the negligence or intentional misconduct of a Lot 2 Owner Reciprocal Parking, Access and Drainage Easemeirts Agreement 4820-5303-1394, v. 3 Benefitted Party, its officers, members, employees, agents, or contractors. This duty to re mburse does not extend to the cost to repair damage caused by any other third party. 5. Lot 2 Owner will, at its sole cost and expense, service, repair and maintain Lot 2 in a clean, safe and attractive appearance and condition to ensure the full use and enjoyment of the Lot 2 Access Easement and of the Lot 2 Parking Easement. The foregoing obligations of Lot 2 Owner will include, but are not limited to, snow removal from parking areas, drives and sidewalks; trash pickup and disposal; adequate lighting; landscaping; and maintenance and repair of parking areas (sealing and striping), drives and sidewalks. Notwithstanding the foregoing, Lot 2 Owner may seek reimbursement for the cost to repair any damage caused by the negligence or intentional misconduct of a Lot 1 Owner Benefitted Party, its officers, members, employees, agents, or contractors. This duty to reimburse does not extend to the cost to repair damage caused by any other third party. 6. Notwithstanding any provision to the contrary in this Agreement the Lot 2 Owner Benefitted Parties' use of the Lot 1 Parking and Lot 1 Access Easement may be temporarily interrupted, to the extent reasonably necessary, in the event of an emergency; in the interest of public health and safety; to perform repairs or maintenance to Lot 1 to allow for additions, modifications and improvements to the parking and access areas; in the event of a fire, casualty, or Act of God; or due to any other cause beyond the reasonable control of Lot 1 Owner. 7. Notwithstanding any provision to the contrary in this Agreement the Lot 1 Owner Benefitted Parties' use of the Lot 2 Parking and Lot 2 Access Easement may be temporarily interrupted, to the extent reasonably necessary, in the event of an emergency; in the interest of public health and safety; to perform repairs or maintenance to Lot 2 to allow for additions, modifications and improvements to the parking and access areas; in the event of a fire, casualty, or Act of God; or due to any other cause beyond the reasonable control of Lot 2 Owner. 8. Lot 1 Owner may, at its sole cost and expense, make additions, modifications and improvements to the designated drive lanes, access roads, sidewalks, paths and parking areas located on Lot 1, including new bumpers, resealing, resurfacing and/or restriping. Notwithstanding the foregoing, in no event will Lot 1 Owner make any additions, modifications or improvements that would (a) permanently reduce the number of parking spaces available on Lot 1 below 93 spaces or such other number as required to maintain sufficient parking to serve the improvements on Lot 1 and Lot 2 required by then applicable zoning ordinances without the prior written consent of Lot 2 Owner; (b) obstruct or interfere with the free flow of vehicular parking on Lot 1; (c) materially increase the parking needs contemplated on Lot 1 and Lot 2 following completion of construction of the MOB and Hotel; or (d) violate any then applicable laws (including without limitation zoning ordinances, grants or approvals). Notwithstanding the foregoing, Lot 1 Owner will not, without the prior written consent of Lot 2 Owner, which will not be unreasonably withheld, delayed or conditioned, make any additions, modifications or improvements to Lot 1 that would reduce the number of parking spaces therein for more than thirty (30) days (except in emergency situations). 9. Lot 2 Owner may, at its sole cost and expense, make additions, modifications and improvements to the designated drive lanes, access roads, sidewalks, paths and parking areas located on Lot 2, including new bumpers, resealing, resurfacing and/or restriping. Notwithstanding the foregoing, in no event will Lot 2 Owner make any additions, modifications or improvements that would (a) permanently reduce the number of parking spaces available on Lot 2 below 50 spaces or such other number as required to maintain sufficient parking to serve the improvements on Lot 1 and Lot 2 required by then applicable zoning ordinances without the prior written consent of Lot 1 Owner; or (b) obstruct or interfere with the free flow of vehicular parking on Lot 2; (c) materially increase the parking needs contemplated on Lot 1 and Lot 2 following completion of construction of the MOB and Hotel; or (d) 3 Reciprocal Parking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 violate any then applicable laws (including without limitation zoning ordinances, grants or approvals). Notwithstanding the foregoing, Lot 2 Owner will not, without the prior written consent of Lot 1 Owner, which will not be unreasonably withheld, delayed or conditioned, make any additions, modifications or improvements to Lot 2 that would reduce the number of parking spaces therein for more than thirty (30) days (except in emergency situations). 10. Lot 1 Owner, for itself and for the Lot 1 Owner Benefitted Parties claiming by, through or under the ownership of Lot I acknowledge and agree that the access and parking rights granted hereunder are non-exclusive to the Lot 2 Access Easement and the Lot 2 Parking Easement and such rights will be exercised in common with any and all parties authorized by Lot 2 Owner to use those easements and that the Lot 2 Access Easement and the Lot 2 Parking Easement will be used in a safe and appropriate manner, in compliance with all applicable laws and regulations, and only for the purposes for which they were constructed and intended; i.e. vehicular and pedestrian ingress and egress and vehicular parking. 11. Lot 2 Owner, for itself and for the Lot 2 Owner Benefitted Parties claiming by, through or under the ownership of Lot 2 acknowledge and agree that the access and parking rights granted hereunder are non-exclusive to the Lot 1 Access Easement and the Lot 1 Parking Easement and such rights will be exercised in common with any and all parties authorized by Lot 1 Owner to use those easements and that the Lot 1 Access Easement and the Lot 1 Parking Easement will be used in a safe and appropriate manner, in compliance with all applicable laws and regulations, and only for the purposes for which they were constructed and intended; i.e. vehicular and pedestrian ingress and egress and vehicular parking. 12. Lot 1 Owner has caused the installation and construction of certain stormwater drainage facilities which include, but are not limited to, inlets, outlets, pipes, valves, open swales, retention and detention basins, bioretention areas and bioswales (hereinafter collectively referred to as the "Common Drainage Facilities") on a portion of Lot 1 and on a portion of Lot 2. The parties acknowledge and agree that the Common Drainage Facilities will benefit both Lot 1 and Lot 2. Lot 1 Owner and Lot 2 Owner will share the costs of maintenance, repair and replacement of the Common Drainage Facilities as provided for below in this Agreement. 13. Lot 1 Owner does hereby declare, grant and reserve for the benefit of Lot 2 Owner and as an appurtenance to Lot 2, a perpetual and non-exclusive drainage easement for the use, maintenance, repair, replacement and reconstruction of the Common Drainage Facilities located on Lot 1 (the "Lot 1 Drainage Easement Area") as more particularly described and depicted on the Plat of Subdivision in Exhibit "A" and incorporated herein by reference. Lot 1 Owner acknowledges agrees that the Common Drainage Facilities may contain certain basins, bioretention areas and bioswales, which include specialized plantings, that may significantly restrict Lot 1 Owner's use of the Lot 1 Drainage Easement Area. Lot 2 Owner's use of the Lot 1 Drainage Easement Area and the exercise of the rights granted herein will be conducted in such a manner that Lot 1 Owner's use of the Lot 1 Drainage Easement Area, not containing the basins, bioretention areas, bioswales or open swales, and its adjacent real estate, consistent with this Agreement, will not be unreasonably impaired. Lot 1 Owner will not grant any other property (other than Lot 2) the right to direct or divert any storm or surface water drainage from such other property into and through the drainage improvements constructed upon the Lot 1 Drainage Easement Area. Subject to the obligations of Lot 2 Owner under Section 14 below, Lot 1 Owner will maintain the Lot 1 Drainage Easement Area in a clean, safe and attractive appearance and condition. 14. Lot 2 Owner does hereby declare, grant and reserve for the benefit of Lot 1 Owner and as an appurtenance to Lot 1, a perpetual and non-exclusive drainage easement to drain storm and surface water to the Common Drainage Facilities located on Lot 2 (the "Lot 2 Drainage Easement Area") as more 4 Reciprocal Parking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 particularly described and depicted on the Plat of Subdivision in Exhibit `B" and incorporated herein by reference. Lot 2 Owner also grants Lot 1 Owner the right, in the event that Lot 2 Owner fails to fulfill its maintenance and repair obligations under Section 15 below, to replace, maintain, repair, replace, continue and improve the Common Drainage Facilities located on Lot 2. Lot 2 Owner acknowledges agrees that the Common Drainage Facilities may contain certain basins, bioretention areas and bioswales, which include specialized plantings, that may significantly restrict Lot 2 Owner's use of the Lot 1 Drainage Easement Area. Lot 1 Owner's use of the Lot 2 Drainage Easement Area and the exercise of the rights granted herein will be conducted in such a manner that Lot 2 Owner's use of the Lot 2 Drainage Easement Area, not containing the basins, bioretention areas, bioswales or open swales, and its adjacent real estate, consistent with this Agreement, will not be unreasonably impaired. Lot 2 Owner will not grant any other property (other than Lot 1) the right to direct or divert any storm or surface water drainage from such other property into and through the drainage improvements constructed upon the Lot 2 Drainage Easement Area. Subject to the obligations of Lot 2 Owner under Section 15 below, Lot 2 Owner will maintain the Lot 2 Drainage Easement Area in a clean, safe and attractive appearance and condition. 15. Lot 1 Owner will be responsible for the maintenance, repair, reconstruction and replacement of the Common Drainage Facilities, including without limitation, the maintenance of all basins, bioretention areas, bioswales, and open swales in a safe, clean, healthy and attractive condition at all times, which will include, but is not limited to, to cutting, pruning and replacing all plantings and landscaping. Lot 1 Owner will be solely responsible for the costs of the maintenance, repair, reconstruction and replacement of the Common Drainage Facilities (the "Common Drainage Facilities Costs"). Lot 2 consists of 1.134 acres f or 38% of the 2.956 acres f comprising the combined area of Lots 1 and 2 and Lot 1 consists of 1.822 acres f or 62% of the 2.956 acres f comprising the combined area of Lots 1 and 2. Lot 2 Owner will pay 38% of the Common Drainage Facilities Costs with Lot 1 Owner paying the remaining 62% of the Common Drainage Facilities Costs. Lot 2 Owner will reimburse Lot 1 Owner for its proportionate share of the Common Drainage Facilities Costs plus 10% of such costs as an administrative fee within ten (10) business days of receipt of an invoice from Lot 1 Owner setting forth the costs incurred. 16. Intentionally Omitted. 17. Lot 1 Owner will maintain in full force and effect comprehensive general liability insurance on Lot 1 and Lot 2 Owner will maintain in full force and effect comprehensive general liability insurance on Lot 2. All such policies must include a waiver of subrogation clause notwithstanding any other provision in this Agreement. 18. Lot 1 Owner will be entitled to all proceeds paid under any property insurance policy maintained by Lot 1 Owner with respect to Lot 1, as well as any and all proceeds from any condemnation action or other taking by any governmental entity affecting the Lot 1 Parking Easement and the Lot 1 Access Easement. If any part of the Lot 1 Parking Easement and/or the Lot 1 Access Easement is damaged or destroyed by fire or other casualty, Lot 1 Owner will restore or rebuild such damaged improvements to the extent sufficient insurance proceeds are made available to do so, and the consent of any lender so required is obtained, and the Lot 2 Owner Benefitted Parties' rights hereunder will continue in the restored or rebuilt improvements. To the extent commercially reasonably possible, Lot I Owner will replace any parking spaces lost as a result of the taking to the extent of the proceeds from any taking. 19. Lot 2 Owner will be entitled to all proceeds paid tinder any property insurance policy maintained by Lot 2 Owner with respect to Lot 2, as well as any and all proceeds from any condemnation action or other taking by any governmental entity affecting the Lot 2 Parking Easement and the Lot 2 Access Easement. If any part of the Lot 2 Parking Easement and/or the Lot 2 Access Easement is 5 Reciprocal Parking, Access and Drainage P,asements Agreement 4820-5303-1394, v. 3 damaged or destroyed by fire or other casualty, Lot 2 Owner will restore or rebuild such damaged improvements to the extent sufficient insurance proceeds are made available to do so, and the consent of any lender so required is obtained, and the Lot I Owner Benefitted Parties' rights hereunder will continue in the restored or rebuilt improvements. To the extent commercially reasonably possible, Lot 2 Owner will replace any parking spaces lost as a result of the taking to the extent of the proceeds from any taking. 20. Lot 1 Owner will pay, or cause to be paid, all charges for utilities serving any portion of the Lot 1 Parking Easement and/or the Lot 1 Access Easement. 21, Lot 2 Owner will pay, or cause to be paid, all charges for utilities serving any portion of the Lot 2 Parking Easement and/or the Lot 2 Access Easement. 22. Each party hereby agrees to indemnify and to hold the other party(ies)(the party required to indemnify the other party(ies) under this paragraph being herein referred to as an "Indemnifying Party") harmless from and against any loss, damage, liability or expense, including, but not limited to reasonable attorneys' fees, resulting from any injury or death of any persons, or any loss of or damage to any property, caused by or resulting from any act or omission attributable to the Indemnifying Party, its respective agents, employees, licensees and contractors, in connection with its entry on, or use of, the easements granted under this Agreement; including, but not limited to, exercising the rights granted or performing the obligations herein. Except as otherwise provide herein, each party agrees to promptly discharge (or cause to be discharged) any mechanic's or materiahnen's liens asserted against the real estate constituting an easement area on another parry's Lot, as the case may be, that arise out of or in connection with the installation, maintenance, repair or replacement of the facilities and/or equipment, use of the easement area or the exercise of a parry's rights under this Agreement. Each party will indemnify and hold harmless the other party owning the easement area against and from all costs, liabilities, suits, penalties, claims and demands, including reasonable attorney's fees resulting therefrom. 23, Notwithstanding anything in this Agreement to the contrary, if a party hereto fails to observe, fulfill or perform any covenant, term or condition of this Agreement upon its part to be observed, fulfilled or performed and, as a consequence of such default, the non -defaulting party recovers a money judgment against the defaulting party, such judgment will be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title and interest of the defaulting party in its respective Lot, as the case may be, and the defaulting party will not be liable for any deficiency. Provided, however, that the non -defaulting party may seek to enjoin violations of the obligations of the defaulting party under this Agreement or seek specific performance of such obligations. 24. When any person or entity, who is the owner of a Lot sells or assigns all of its rights, title, interest or estate in its Lot, it will have no further liability for the performance thereafter of the obligations or responsibilities of an owner of a Lot hereunder other than those obligations or responsibilities which accrued prior to the date of transfer of the ownership of the Lot. 25, The grants and obligations, and benefits and burdens created by this Agreement will run with the title to Lot 1 and Lot 2 both benefitted and burdened hereby and will apply to, be binding upon and inure to the benefit of Lot 1 Owner, Lot 2 Owner, the Lot 1 Owner Benefitted Parties and the Lot 2 Owner Benefitted Parties. 26, If a party defaults in or otherwise fails to perform any of its obligations set forth in this Agreement, and fails to cure any such default or failure within thirty (30) days after receipt of written notice from the another party (except in the case of an emergency which will be cured as soon as reasonably practicable), then the non -defaulting party may cure such default at its expense and collect from the defaulting party the reasonable costs incurred in curing such default including reasonable 6 Reciprocal Puking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 attorneys' fees, may pursue any applicable injunctive or equitable remedies and may exercise any other rights and remedies available by law. Any reimbursement for curing a default will be due and payable thirty (30) days after the written demand by the non -defaulting party, which demand will include paid invoices or other evidence of payment or expense. Notwithstanding the foregoing, if the default is of such a nature that it cannot reasonably be cured within thirty (30) days, then, so long as the defaulting party commences the cure within said 30-day period, and thereafter diligently pursues the cure to completion, the cure period will be extended for such periods as may be reasonable under the circumstances, not to exceed ninety (90) days absent consent by the non -defaulting party(ies) for a longer period of time. All such expenses will accrue interest at the rate of the greater of (i) 8% per annum, or (ii) the then current prime rate listed by the Wall Street Journal plus 2%. 27. The illegality, invalidity or unenforceability under law of any covenant, restriction or condition or any other provision of this Agreement will not impair or affect in any manner the validity, enforceability or effect of the remaining provisions of this Agreement. 28, Failure by a party to enforce any covenant or restriction herein contained will in no event be deemed to be a waiver of the right to do so thereafter. 29, Lot I Owner hereby covenants that: it is the owner in fee simple of Lot 1; it is lawfully seized thereof; it has a good right to grant and convey the foregoing Lot I Parking Easement, the Lot 1 Access Easement and Lot I Drainage Easement Area on Lot 1; Lot 1 is free of any liens or encumbrances, except the lien of current taxes, all rights -of -way and all other easements of record now affecting Lot 1, and any other lien or encumbrance that, as of the date of execution hereof, appears of public record. 30, Lot 2 Owner hereby covenants that: it is the owner in fee simple of the Lot 2; it is lawfully seized thereof, it has a good right to grant and convey the foregoing Lot 2 Parking Easement, the Lot 2 Access Easement and the Lot 2 Drainage Easement Area on Lot 2; Lot 2 is free of any liens or encumbrances, except the lien of current taxes, all rights -of -way and all other easements of record now affecting Lot 2, and any other lien or encumbrance that, as of the date of execution hereof, appears of public record. 31, The person executing this Agreement on behalf of a party hereto represents that he/she has the authority to bind that party to the terms and conditions set forth herein and that all necessary action therefor has been taken. 32. This Agreement will, in all respects, be governed construed, applied and enforced in accordance with the laws of the State of Indiana including without limitation, matters affecting title to all real property described herein. 33, LOT 1 OWNER AND LOT 2 OWNER, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, PERFORMANCE OF ANY CONTRACT OR AGREEMENT RELATED TO THIS AGREEMENT, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, 34. All notices, demands, statements and requests required, permitted or desired to be provided under this Agreement will be in writing and will be delivered in person or by private commercial courier service or mailed as certified or registered mail, postage prepaid, return receipt requested, and if mailed, will be deemed given when received or three(3) business days after deposit in 7 Reciprocal Parking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 the mail, whichever occurs first, and if personally delivered or if delivered by private commercial courier service, will be deemed given when actually delivered, addressed as follows: If to Or I Owner: CCI ADT MOB, LLC 8902 N. Meridian Street, Suite 205 Indianapolis, Indiana 46260 Attention: J. Taggart Birge, Manager With a copy to: Densborn Blachly LLP 500 East 96" Street, Suite 100 Indianapolis, Indiana 46240 Attention: Brian R. Bouggy If to Lot 2 Owner: N Meridian Hospitality LLC 9904 North by Northeast Blvd. Fishers, Indiana 46037 Attention: Vincent J. Dora, President With a copy to: Michael T. McNelis Mitchell Dick McNelis, LLC 9247 N. Meridian Street Suite 350 Indianapolis, IN 46260-1803 or at such other address as a party will hereunder designate in writing to the other. 35, The provisions of this Agreement may not be modified or amended, except pursuant to a written agreement entered into by each of the then owners of Lot 1 and of Lot 2. 36, This Agreement is the product of negotiation by the parties hereto and will be deemed to have been drafted by such parties. This Agreement will be construed in accordance with the fair meaning of its provisions and its language will not be strictly construed against, nor will ambiguities be resolved against, any party. 37, Except as set forth herein, each party will bear its own costs and attorneys' fees in connection with the negotiation and execution of this Agreement. However, in the event legal counsel is retained to enforce this Agreement, the prevailing party, whether by lawsuit or whether by settlement before or after any lawsuit is filed, will be entitled to recover its costs, expenses, and reasonable attorneys' fees incurred in the enforcement of this Agreement, including enforcing it as a defense. The term "prevailing party" will mean the party that obtains substantially the relief sought by compromise, settlement or judgment. 38, This Agreement supersedes all other prior understandings, commitments, representations, negotiations, discussions, and agreements, whether oral or written, express or implied, between the parties hereto relating to the matters contemplated hereby and constitutes the entire agreement between the parties hereto relating to the subject matter hereof. Reciprocal Parking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 39. This Agreement and all rights of the parties will terminate at such time as the then owners of Lot 1 and Lot 2 execute a written agreement terminating this Agreement. The Rest of this Page Intentionalty Left Blank Signature Pages Follow Reciprocal Parking, Access and Drainage Easements Agreement 4820-5303-1394, v. 3 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be duly executed as of the day and year first written above. "LOT I OWNER" CCI ADT MOB, LLC, an Indiana limited liability company By: CORNERSTONE ADT, LLC, an Indiana limited liability company, its Manager By: n. J. Taggart trge, Mana r STATE OF INDIANA ) ) SS: COUNTY OF MARION ) Before me, a Notary Public in and far the State of Indiana, personally appeared 7. Taggart Birge, the Manager of Cornerstone ADT, LLC, the Manager of CCI ADT MOB 11, LLC, an Indiana limited liability company, who acknowledged the execution of the foregoing Agreement on behalf of said company. WITNESS my hand and Notarial Seal this 2 day of C e" t- 2021. (SEAL) �°' dnE Notary public, State of Indiana � M-- �Ll T�'"[rma.-� Marlon County ��,'�'� Qommlaslon Number saaree32e (signature) � ��:\„'• Mfyy Commission Explree •' h,'p.�� 9e fambar fS, 2627 My Commission Expires: (printed name) County of Residence: 10 Reciprocal Parking, Acccss and Drainage Easements Agrooment 4820-5303-1394, v. 3 NOTARY PUBLIC "LOT 2 OWNER N MERIDIAN HOSPITALITY LLC, an Indiana limited liability company Hy: VR SUB IIL71'OIS STREET HOTEL PARTNERS, LLC, an Indiana limited liability company, Member C3y: Vincent I. Dora. Member S`fA`rti OF INDIANA ) ) SS: COUNTY OF MARION ) Before me, a Notary Public in and Cor the State trf Indiana, personalty appeared Vincent J, Dora, Member of VR Sub Illinois Street Hotel Partners, LLC, the Member of N MERIDIAN HOSPITALITY LLC, who acknowledged the execution of the foregoing Agreement on behalf of said company. WITNESS my hand and Notarial Scal th sday of C , 2p2 t. S. I tiI� t T1 )vI AMY Mr CONNOR si atu N,:raw r n . s:ri of „�i„, (, gn n7 MV C, C.r �i e_,— .luly 27, 2023 (printed ame) NOTARY PUBLIC: My Commission Expires: County of Residence: �Vta'�l'? Ui,.r This instniment. prepared by Densbom Blachly LLP, 500 East 96'" Street, Suite 160, Indianapolis, Indiana 46240. 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. Alexa L. Woods I1 Rectprocai Pnrking, Acc¢wtd [7rninagc Cmemems Agraemem 4a20.5303-139-0, v. 3 EXHIBIT A LEGAL DESCRIPTION AND DEPICTION OF LOT t or 1 in Carmel Medical Office and Hotel Secondary Plat, an addition to the City of Carmel, as per plat thereof, recorded September 21, 2020, as Instrument 2020065497, and corrected by Affidavit to Correct Scrivener's Error in Recorded Plat dated September 21, 2020, and recorded September 23, 2020 as Instrument No. 2020066750 in the Office of the Recorder of Hamilton County, Indiana. s A-1 Parking, Access and Utility liasemenis Agreement EXHIBIT B LEGAL DESCRIPTION AND DEPICTION Or LOT 2 Lot 2 in Carmel Medical Office and Hotel Secondary Plat, an addition to the City of Carmel, as per plat thereof, recorded September 21, 2020, as Instrument 2020065497, and corrected by Affidavit to Correct Scrivener's Error in Recorded Plat dated September 21, 2020, and recorded September 23, 2020 as Instrument No. 2020066750 in the Office of the Recorder of Hamilton County, Indiana. B-1 Pav'king, Access and Utility Easements Agreement EXHIBIT B DEPICTION OF LOT 1 RESTRICTED SPACES c 11 r< _ . 12 ,n yen up mm yeee slip, ley — In le 4 yen nly, In ne- in I rIn vqe §I �,. wl in ye ° t, i LL POW40 cwn qI In r —� x`: s, Y� a °WIN pe r��— ° w� ..... ... d..mw.. --. Illo ° ell C-1 Paxlting, ticcess and Utility Easements Agxeement