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HomeMy WebLinkAboutCRC-01-2005 s? RESOLUTION NO. 1-2005 RESOLUTION OF THE CITY OF CARMEL REDEVELOPMENT COMMISSION APPROVING FORM OF LEASE AND SETTING PUBLIC HEARING THEREON WHEREAS, the City of Carmel Redevelopment Commission (the "Commission") has given consideration to finance all or a portion of the acquisition, construction, installation and equipping of land, buildings, structures and improvements comprising a new performing arts center complex, all of which are to be located at the southeast corner of City Center Drive and 3rd Avenue S.W. in the City of Carmel, Indiana, on Parcel 7 of the Carmel City Center Master Plan (the "Project`'); and WHEREAS, the Commission, being duly advised, finds that it is in the best interests of the City of Carmel (the "City") and its citizens for the purpose of financing all or any portion of the Projects to enter into negotiations with the City of Carmel Redevelopment Authority (the "Authority") to enter into a lease with the Authority (the "Lease"), as lessor, for all or a portion of the Project, in order to better serve the residents of the City; and WHEREAS, the form of proposed Lease has been presented to the Commission at this meeting; and WHEREAS, IC 36-7-14-25.2 requires the Commission to conduct a public hearing on the Lease before executing the same; and WHEREAS, after the public hearing the Commission may adopt a resolution, pursuant to IC 36-7-14-25.2 authorizing the execution of the proposed Lease on behalf of the City if it finds that the service to be provided throughout the term of the proposed Lease will serve the public purpose of the City and is in the best interests of its residents, and that the Lease rentals provided for are fair and reasonable: NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF CARMEL REDEVELOPMENT COMMISSION, AS FOLLOWS: 1. The Commission hereby approves the proposed Lease between the Authority and the Commission in the form presented at this meeting. The Commission hereby sets the public hearing on the Lease for March 15, 2005, at 7:00 p.m., at the Offices of the City Hall Caucus Rooms, located at One Civic Square Drive, Carmel, Indiana. The Commission hereby authorizes the publication of a notice of the public hearing on the Lease pursuanfto IC 5-3-1. 2. This Resolution shall be in full force and effect immediately upon adoption. DULY PASSED on thi§ :22nd day of February, 2005., by the. City of Carmel Redevelopment Commission. CITY OF'CARMEL REDEVELOPMENT COMMISSION' Member Member INDS9113on 7si692o 2 01 LEASE AGREEMENT between CITY OF CARMEL REDEVELOPMENT AUTHORITY LESSOR and CITY OF CARMEL REDEVELOPMENT COMMISSION LESSEE Dated as of , 2005 LEASE.AGREEMENT THIS LEASE AGREEMENT, iriada aiid'dated as of thi-S _ day of 2005, by and between the CITYOF CARMELREDEVELOPMENT'AUTHORITY (the "Lessor"), a separate body'corpoi•ate and politic organized and existing under Indiana Code 36-7-.14,5 as an instrumentality of they City of Carfiiel, Indiana. (the "City"), 'and the. CITY OF CARMEL. REDEVELOPMENT COMMISSION (the "Lessee"), thb,goyeming bodyof the City'of Carmel Deparilmont.of Redevelopment acting for-and on behalf of the'City, WITNESSCTH: WHEREAS the City,Us created theLessor under and in accordance with,the provisions`of I.ndiana Code36-7-14,.Indiana Code 36--7-14.5 and hadiana Code 36-7=25 (collectively, the "Act"), for the purpose-of financing; constructing, acquiring and leasing to the Lessee certain local public improvements and' redevelopment projects;,and WHEREAS, the, Cifyhas created- the Lessee to undertake redevelopment and economic development,in the City in accordance,with`the Act; and WHEREAS, the Lessee has designated a-certain area in the City as Alte City Center Redevelopment Area tindefUdiana.Gode 36-7-14 (the "Area"); and. WHEREAS, to'fosterecotuomicdeuelopMent andredevelopment in the City, the Lessorand the Lessee desire to-provide for"thc'acquisttion by the Lessor of certain real estate in the Area described iii Exhibit A attached bereto and,maiie a part hereof anew perforr6in2;ar&center complex fo be eonstructedjhereon;bythe Lessor and the furnishings, equipment and appurtenances to such improvements (such real estate,,improv_ements; furnishings,, equipment and. appurtenances, the Troject ');; and WHEREAS, the Acbauthorizes,the,Lessor,to,issue bonds for the purpose of obtaining,money to pay the cost oFacquiring property of constructing; imT)rovilig,recoiistructin-.orrenovatiii public improvements; and WHEREAS, the costs ofthe acquisition of the Projectwill bepad from proceeds of bonds to, lie issued,by the Lessor-(thc `=Bond""); and WHEREAS, the anriuaLrentals to be paid underthis,Lease by the Lessee will be pledged by the Lessor to pay debt; service orrand,other necessary,incidetital expenses of the Lessor relating,to the Bonds,to beJssued by the Lessor to finance the.Project;,and WHEREAS, pursuant io,,indiana Code ?3647 14-27 the .Lessee has the autbbrity'to'levy a special benefits tax upon all property in the'Ctty of Carmel Redevelopment District (the "District"); and WHEREAS, the Lessor will acquire.the Real Estate and construct the. Project (the Real 'Estate and the`Pr6ject.on,the Real`Esiate„collectively, the eased Premises"); and WHEREAS, the Lessee has determined, after apubliohearing held pursuant to the Act after notice given pursuant to Indiana Code,§ 5-3-1, that the lease rentals provided for in this Lease are fair and reasonable, that the. execution of this Lease is necessary and that the service provided by the Projects will serve the public.purpose of the City and is in the best interests of its residents, and the Common Council of the. City has by ordinance approved this Lease, and the ordinance has been entered in the official records of the Common Council; and WHEREAS, the Lessor has determined that the lease rentals provided for in this Lease are fair and reasonable, that the execution of this Lease is necessary and that the service provided by the Projects will serve the public purpose of the City and is in the best interests.of its residents; and the Lessor has duly authorized the execution.of this Lease by resolution, and the resolution has been entered in the official records of the Lessor, NOW THEREFORE, THIS AGREEMENT WITNESSETH THAT: 1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee all of the Lessor's right, title and interests in and to the Leased Premises. TO HAVE AND TO HOLD the Leased Premises with all rights, privileges, easements and appurtenances thereunto belonging, unto the Lessee, beginning on the date the Project is complete and ready for occupancy and ending on a date not more than twenty-five (25) years thereafter. However, the term of this.Lease will terminate at the earlier of (a) the exercise by the.Lessee ofthe option to purchase the Leased Premises pursuant to Section I I and the payment of the option price,, or (b) the payment or defeasance of all bonds issued (i) to finance the cost of the Leased Premises, (ii) to refund all or a portion of such bonds, (iii) to refund all or a portion of such refunding bonds, or (iv) to improve the Leased Premises; provided that no bonds or other obligations ofthe Lessor issued to finance or refinance the Leased Premises remain outstanding at the time of such payment or defeasance. The date the Project is complete and ready for occupancy shall be endorsed on this. Lease at the end hereof in the form of Exhibit B 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. The Lessor hereby represents that it is possessed of, or will acquire, the Leased Premises and the Lessor warrants and will defend the Leased Premises against all claims whatsoever not suffered or caused by the acts or omissions of the Lessee or its assigns. Notwithstanding the foregoing, the Leased Premises may be amended to add additional property to the Leased Premises or remove any portion of the Leased Premises, provided however, following such amendment, the rentalpayable under this Lease shall be based on the value of the portion of the Leased Premises which is available for use, and the rental payments due wider this Lease shall be in amounts sufficient to pay when due:all principal of and interest on all outstanding Bonds. 2. Lease Rental. (a) Fixed Rental Payments. The Lessee agrees to pay rental for the Leased Premises at a rate per year during the term of the Lease not to exceed Twelve Million Four Hundred Fifty-Five Thousand Dollars ($12,455,000), payable in semi-annual installments. Each such semi-annual installment, payable as hereinafter described, shall be based on the value of the Real Estate together with that portion of the Project which is complete and ready for use by the Lessee at the time such 2 semi-annual installment is made. The firstrental'installment shall be due on a date that is the later of (i) a date selected by the Lessor which shall be no later than five years after the date of the issuance of the Bonds, or (ii) the date the Project is complete and ready for occupancy. 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 forrental" at the yearly rate so specified from.the date such installment is due to the date of the expiration of this Lease. After the sale of the Bonds, the annual rental shall be reduced to an amount sufficient (after taking into account any bond proceeds set aside to pay interest on the Bonds) to pay principal and interest due in each twelve (12) month period commencing each year on January 15, rounded up to the next One Thousand Dollars (S 1,000), plus Five Thousand Dollars ($5,000) each year, payable in advance in semi-annual installments. Such amount of adjusted rental 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 the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. (b) Additional Rental Payments. (i) The Lessee shall pay as further rental in addition to the rentals paid under Section 2(a) for the Leased Premises ("Additional Rentals") the amount of all taxes and assessments levied against or on account of the Leased Premises or the'receipt of lease rental payments and the amount required to reimburse the Lessor for any insurance payments made by it under Section 6. The Lessee 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 such payments must be paid to avoid.delinquency. If the Lessee shall in good faith desire to contest the validity of any such tax or assessment, the Lessee shall so notify the Lessor and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the nonpayment thereof when due,,the Lessee shall not be obligated to pay the contested amounts until such contests shall have been determined: The Lessee shall also pay as Additional Rentals the amount calculated by or for the Lessor as the amount required to be rebated, or paid as a penalty, to the United States of America undcr'Section 148(f) of the Intemal.Revenue Code of 1986, as amended and in effect on the date of issue of the Bonds ("Code"), after taking into account other available moneys, to prevent the. Bonds from becoming arbitrage bonds under Section 148 of the Code. (ii) The Lessee may by resolution pay Additional Rentals to enable the Lessor to redeem or purchase Bonds prior to maturity. Rental payments due under this Section 2 shall be reduced to the extent such payments are allocable to the Bonds redeemed or purchased by the Lessor with such Additional Rentals. The Lessee'shall be considered as having an ownership interest in the Leased Premises valued at an amount equal to the amount of the Additional Rental's paid pursuant to this subsection (b)(ii). (c) Source of Payment of Rentals. The Fixed Annual Rentals and the Additional Rentals shall be; payable from the revenues of the special benefits tax levied by the Lessee pursuant to Indiana Code 36-7-14-27 (the "Special Tax Revenues"). The Lessee may pay the Fixed Annual Rentals and the Additional Rentals or any other amounts due hereunder from any other revenues 3 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 Special Tax Revenues received by the Lessee. 3. Payment of Rentals. All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank or trust company designated as trustee ("Trustee") under the Trust Indenture between it and the Lessor ("Indenture"), or to such other bank or trust company as may from time to time succeed such bank as Trustee under the Indenture securing the bonds to be issued by the Lessor to finance the acquisition and construction of the Leased Premises. Any successor trustee under the Indenture shall be endorsed on this Lease at the end hereof by the parties hereto as soon as possible after selection, and such endorsement shall be recorded as an addendum to this Lease. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. 4. Abatement of Rent. If any part of the Leased Premises shall be partially or totally destroyed, so as to render it unfit, in whole or part, for use by the Lessee, it shall then be the obligation of the Lessor to restore and rebuild that portion of the Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligatedto expend on such restoration or rebuilding more than the insurance proceeds received by the Lessor pursuant to Section 6 hereof. If any part of the Leased Premises shall be partially or totally destroyed, or is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use or occupancy by the Lessee, the rent shall be abated for the period during which the Leased Premises or such part thereof is unfit or unavailable for use, and the abatement shall be in proportion to the percentage of the Leased Premises which is unfit or unavailable for use or occupancy. 5. Maintenance, Alterations and Repairs. The Lessee may enter into agreements with one or more other parties for the operation, maintenance, repair and alterations of all or any portion of the Leased Premises. Such other parties may assume all responsibility for operation, maintenance, repairs and alterations to the Leased Premises: At the end of the term of this Lease, the Lessee shall deliver the Leased Premises to the Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. 6. Insurance. (a) The Lessee, at its own expense, shall, during the term of this Lease, keep the Leased 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 11 hereof, and (ii) one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a registered architect, registered engineer or professional appraisal engineer selected by the Lessor, on the effective date of this Lease and on or before the first day of April of each year thereafter, provided, such certification shall not be required so long as the amount of such insurance shall be at least equal to the amount specified in (i) above. Such appraisal may be based upon.a recognized index of conversion factors. 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 Leased 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. 4 (li) During, the frill ,term ofrthis Lease, the Lessee, shall, at its own expense, carry combined liollily injuryinsurance,•including accidental death, and pro}ierty damage insurance with. 'reference to the. Leased Premises in an amount not tes0han One Million Dollars ($1,000,000) on account of each occurrence with one! or more,•good and,-responsible murance companies. Such ,puhlicliability ms'ufanceinaybe;byblanketinsurancepolicy orpolicies. Theproceedsofthepublic liability insurance required herein (after payment-of expenses incurred in`the.collcction of such proceeds) shall be applied toward.extinguishmentorsatisfactionof the liability with respect to which.. such:insurance proceeds are paid. (c) Such'policies "shall be for the benefit'of persons having aiijitsurable "'temsth tile Leased , Promises, and shall be made payable'to the Less or;:the Lessee, and the Trustee and to such q' other person or persons as the:Lessor may designate. Such policies shall be countersigned Uyan agent of the insbrer who is a.rc5ident of the;Stafe of Indiana and deposited witli the Lessor and,the Trustee If,:at'anytime,,the :Les see fails+to maintain insurance in accordance;with this.Section, such ?.insuranee maybe obiained by the Lessonand the amountpaid therefor shall be added to the amount, ofrentals payable by the Lessee under this Lease; provided, however, that the Lessor shall beLunder 'no obligation to obtain such insurance;and,any,action or.nori'-action o fthe Lessor in this regard'shall not -relieve tlie.Lessee of any' consequence ofits default ih failing to obtain such insurance. (d} The7insurance policies described in this'Section 6 maybe: acquired by another party and shall'-satisfy this Section_as long as the Lessor, the:Lessee and the Trustee are named as additional insureds under such policies. Such coverage may be provided by scheduling, it undera blanket insurance policy or policies. T Eminent Domain.:If title to, onthe temporary use ofthe Leased Premises;,or any part- thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by anyperson,=firmor corporation'acting uirder governinental atithority, any net proceeds received from any,award made in such eminent dontain;proceedings (after payment of expensos,incurrcd-iri such collection)'.shall.be paid to andhcld bythe:.Trustee;underthe.Indenture. Such proceeds shall be applied;i_n one or more of the following ways: (a) Th'e-restoration of the Leased Pfeniises 'to. substantially the same condition 4s .it existed.prior to the exercise of that powerof eminent dornain, or (b) The acquisition, by constructionorotherwise; of other improvements suitable forthe Lessee's operations. on the. Leased'Prcmises and which,are in furtherance,of the purposes,-oftlie,Act And, the-Plan.(the improvements=shall;be deemed a part of the Leased -Premises and available for" use and occupancy by Il`e Lessee without the payment of any rent other than as herein provided, to the same extent as if such other irhproverrients:were specifically described herein.and demised lieregy). Within-ninety (90) days from the date of entry of a,final order in, any.eminerftidomain proceedings granting condemnation,,the Lessee +shall, direct,the Lessor and the'Trustee in writing as to which oYthe ways spccified in this Section the Lessee eleefs to havethe,,net-proceeds of`the condemnation award.applied. Anybal'ance ofthe net:proceeds ofthe 9vard in "such eminentdornain proceedings;not required to be;applied for the purposes-specified.in subsections (a),or (li) aboveshall be deposited in the sinking fund held by the Trustee under the Indenture and applied to the repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld. 8. Assignments and Subletting. The Lessee shall not assign this Lease or sublet the Leased Premises without the written consent of the Lessor, except that the Lessee may sublet all or a portion of the Leased Premises to any "governmental unit" or "qualified 501(c)(3) organization," each as defined in Section 150 of the Code, without the 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. 9. Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds; the Lessee and the Lessor represent, covenant and agree that neither the Lessor nor the Lessee will'take any action or fail to take any action with respect to the Bonds, this Lease or the Leased Premises that will result in the loss of the exclusion from gross income for federal tax purposes of interest on the.Bonds under Section 103 of the Code, nor will they act in any other manner which will adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which will cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not bean event-of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. All officers, members, employees and agents of the Lessor and the Lessee, are authorized to provide certifications of facts and estimates that are material to the reasonable expectations of the Lessor and the Lessee as of the date the Bonds are issued "and to enter into covenants on behalf of the Lessor and the Lessee evidencing the Lessor's and the Lessee's commitments made herein. In particular, all or any members or officers of the Lessor and the Lessee are authorized to certify and enter into covenants regarding the facts and circumstances and reasonable expectations of the Lessor and the Lessee on the date the Bonds are issued and the commitments made by the Lessor and the Lessee herein regarding the amount and use of the proceeds of the Bonds. 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 applicable to the portion of the premises for which the renewal applies, and the Lessee shall exercise this option by written notice to the Lessor given upon any rental payment date prior to the expiration of this Lease. 6 z? Option to,Pur`chase. The't;essor hereby'grants to ti e.Lessee the_right and option, on any date, upon,sixty (60) days' written notice to the Lessor;,to purchase the'-Lemed Premises; or any portion'theeeof, at a;price equal to the amountIrequired to pay all indebtedness incurred on aecountof the. LeasedPreniisesi.or such portion thereof(including,mdcbtedness incurred for. the refunding of tliat'indebtedness),-including all premiums payable on the-redemption theteof'and accrued and, unpaid interest, and including the, proportionate, sh are ofthe.expenses and charges of liquidationjf the Lessor is to be then"liquidated.' ]n no event, however, shall's_uch purchase,price.exceed.the eapdal actuallyinvestetVin stich'property by'tfie Lessor represented by outstanding securities or existing- .indebtedness plus the.cost of transferring the property and ligtiidatiiig`the°Lessor. The phrase "capital actuallyinvested"as isedhereinshallbeconstrued`toinclude,butnotbywayoflimitation, the following amounts expended by the Lessor in c6nidcction wdh the aequisition.and.financing of the Leased Premises: organization; expenses, financing'costs, tarry charges, legal fees; architects' feesiahd reasonable costs and expenses.incidental thereto. Upon request;bf'the Lessec„the;Lessor agrees to,fumish an itemized statement setting forth the amountrequi'red to be paid by the Lessee in o"r'derto purchase the Leased Premisesin.accordance 'with the.preceding paragraph: Upon the-exercise'ofthe option to purchase granted herein; the Lessor will upolypayrr etit of-the.option.piice deliver, or. cause-to be delivered,, to the Lessee. documents conveying to the Lessee; bf'any entity (including the City) designated by the Lessee, all. of the Lessor',s title to the property being purchased, as such property therfdxists; subjectto the,foIIowing: (i) tlfosc.liens and en cumbrances,(ifany) towhiell title to the PTO,perty:was sublectwhen'cdnveyedto the Lessor; (ii) those liens and encumbirances created'by the Lessee, and to the creation or suffering of which,the Lessee consented„and liens'for_taxes:onspecial assessments not then delinquent; and'6ii) those liens and encumbrances, on its part contained in this.Lease: In the event,of purchase of the Leased Premises bythe Lessee-=conveyance ofthe-Leased Premises to the Lessee or the Lessee's designee„the;Lessee shall procure and pay for all,surveys; title searches, abstracts;, title policies and legal services that inaybe;required,;and shall famish at the Lessee's expense„all documentary siantps;or tax payments?required.forthe transferof title. ,Nothing contained.hercin-shall be construed io,provide that-the,Lessee shall, be,under any obligation to purchase 'the Leased, Premises, or under any obligation respecting, the creditors, members or security holders of the Lessor. 12. Transfer to Lessee..1f the Lessee hasnot exercised its option to.fenew in accordance with the provisions of Section 10, artd,has not exercised its option to purchase the'Leased Premises; or any portion'thereof, in`accostlance with the pioyisions of Section i 1, and upon;the frill discharge and performance yythe Lessee of its obligations 'under this Lease, the'Leased Premises, or such portion(tliereofremaiiiing,ahall:thereupon 6ecomeahe absolute property ofthcLcgsee,.subjectto the, limitations, if any,, on'tlie conveyance of the,site,for the Leased-Premises to the Lessor and, upon the Lessee's request the Lessonshall execute proper in strum ents c6fiverilg to the,Les_see, or to any entity (including theiCity),designated by the Lessee„all ' of Lessor's- itlc to the Leased Premises, or such portion-thereof. .13. Defaults: If the Lessee"shall default (a) in the payment; of?anyrentals or other slims payable to the Lessor hereunder,,or:inthe payment of anyother , suns herein required to.be p6i'd for the, Lessor; or (b), in the'obsq iyance of any other covenant; agreement or.,condition,hereof, and =such default shall continue for ninety (90) days after written notice to correct such default; then, in any or either 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 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 Leased Premises and the Lessee covenants to surrender the same forthwith upon demand: 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 priorto 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. 14. 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 or parties at the following addresses: (a) to Lessor: City of Carmel Redevelopment Authority, Attention: President, c/o City of Carmel Clerk-Treasurer, Carmel City Hall, 3`d Floor, One Civic Square, Carmel, Indiana 46032; (b) to Lessee: City of Carmel. Redevelopment Commission, Attention: President, c/o City of Carmel Clerk-Treasurer, Cannel City Hall, 3`d Floor, One Civic Square, Carmel, Indiana 46032. The Lessor, the Lessee and the Trustee may by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. 15. Successors or Assigns. All covenants of this Lease, whether by the Lessor or the Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 16. Construction of Covenants. The Lessor was organized for the purpose of acquiring, constructing, equipping and renovating local public improvements and leasing the same to the Lessee. under the provisions of the Act. All provisions herein contained shall be construed in accordance with the provisions of the Act, and to the extent of inconsistencies, ifany, between the covenants and agreements in this Lease and the provisions of the Act, the Act shall be deemed to be controlling and binding upon the Lessor and the Lessee; provided, however, any amendment to the Act after the date hereof shall not have the effect of amending this Lease. I T IN WITNESS'WHEREOF, the,partias hereto have,caused this Lease to be executed for and on their behalf on the date firstawntten above: LESSOR: LESSEE: CITY OF CARMEL REDEVELOPMENT AUTHORITY President .ATTEST: Secretary-Treasurer CITY OF CARMEL REDEVELOPMENT COMMISSION President ATTEST: Secretary This insti-umenY was pncparedbyBruce`,D. Donaldson, Bames`& Thornburg LLP; ld-South Meridian Street,.Indiaiiapolis, `Indiana,462©4. 9 2005. (Written Signature) STATE OF INDIANA ) SS: COUNTY OF SHELBY ) Before me, the undersigned,, a Notary Public in and for this City and State, personally appeared and personally known to be the President and Secretary- Treasurer, respectively, of the City of Carmel Redevelopment Authority (the "Authority"), and acknowledged the execution of the foregoing Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this _day of (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: 10 STATE OF INDIANA ) SS: COUNTY OF SHELBY ) Before me, the undersigned, a Notary Public in and 'for this City and State, personally appeared and , personally known to be the President and Secretary, respectively, of the City of Carmel Redevelopment Commission (the "Commission"), and acknowledged the execution of the foregoing Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this _day of , 2005. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: I1 EXHIBIT A DESCRIPTION OF REAL ESTATE The real estate upon which the Project will be constructed is located at the southeast corner of City Center Drive and 3rd Avenue S.W. in the City of Carmel, Indiana, on Parcel 7 of the Carmel City Center Master Plan. A formal legal description of such real estate will be substituted in this Exhibit A prior to the recording of this Lease. A-1 EXHIBIT B ADDENDUM TO LEASE CITY OF CARMEL REDEVELOPMENT AUTHORITY, LESSOR, AND CITY OF CARMEL REDEVELOPMENT COMMISSION, LESSEE THIS ADDENDUM (this "Addendum"), entered into as of this _day of , , by and between City of Cannel Redevelopment Authority (the "Lessor"), and City of Cannel Redevelopment Commission (the "Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of 12005 (the "Lease"); and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the date the Project, as defined therein, is complete and ready for occupancy. NOW, THEREFORE, IT IS HEREBY AGREED, CERTIFIED AND STIPULATED by the undersigned that the date the Project is complete and ready for occupancy is 200_. 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. LESSOR CITY OF CARMEL REDEVELOPMENT AUTHORITY President ATTEST: LESSEE: CITY OF CARMEL REDEVELOPMENT COMMISSION President ATTEST: Secretary-Treasurer Secretary This instrument was prepared by Bruce D. Donaldson, Barnes & Thomburg LLP, I 1 South Meridian Street, Indianapolis, Indiana 46204.. B-1 S .1 STATE OF INDIANA SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and personally known to be the President and Secretary-Treasurer, respectively, of the City of Carmel Redevelopment Authority (the "Authority"), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Authority. WITNESS my hand and'notarial seal this day of , 200_. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: B-2 11 STATE OF INDIANA ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary, respectively, of the City of Carmel Redevelopmenf Commission (the "Commission'), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 200. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: B-3 EXHIBIT C ADDENDUM TO LEASE BETWEEN THIS ADDENDUM (this "Addendum"), entered into as ofthis day oP , 200_; by and between City of Carmel Redevelopment Authority, (the "Lessor"), and City of Cannel Redevelopment Commission, (the "Lessee"); WITNESSETH: WHEREAS, the Lessor entered into a lease with the Lessee dated as of 1200 _ (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 parties to the Lease that the adjusted rental is set forth on Appendix I attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed for and on their behalf as of the day and year first above written. LESSOR CITY OF CARAMEL REDEVELOPMENT AUTHORITY President ATTEST: Secretary-Treasurer ATTEST: Secretary This instrument was prepared byBruce D. Donaldson, Barnes & Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204. LESSEE: CITY OF CARMEL REDEVELOPMENT COMMISSION President C-1 STATE OF INDIANA ) ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary-Treasurer, respectively, of the City o f Carmel Redevelopment Authority (the "Authority"), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Authority. WITNESS my hand and notarial seal this day of , 200. (Written Signature) (Seal) (Printed Signature) Notary, Public My Commission expires: My county of residence is: C-2 STATE OF INDIANA ) SS: COUNTY OF ) Before me, the undersigned, a Notary Public in and for this City and State, personally appeared and , personally known to be the President and Secretary, respectively, of the City of Carmel Redevelopment Commission (the "Commission"), and acknowledged the execution of the foregoing Addendum to Lease for and on behalf of the Commission. WITNESS my hand and notarial seal this day of , 200_. (Written Signature) (Seal) (Printed Signature) Notary Public My Commission expires: My county of residence is: C-3 INDS01 ©DD 736490v1 Payment Date Appendix I to Addendum to Lease Rental Schedule C-4 Amount 41 NOTICE OF PUBLIC HEARING CONCERNING A PROPOSED LEASE BETWEEN THE CITY OF CARMEL REDEVELOPMENT AUTHORITY AND'THE CITY OF CARMEL REDEVELOPMENT COMMISSION The City of Carmel Redevelopment Commission (the "Commission"), the governing body of the City of Carmel Department of Redevelopment and the City of Carmel Redevelopment District (the "District"), on February 22, 2005, approved a proposed Lease between the City of Carmel Redevelopment Authority (the "Authority"), as Lessor, and the Commission, as Lessee, of all or a portion of the acquisition, construction, installation and equipping of land, buildings, structures and improvements comprising a new Performing' arts center complex, all of which are to be located at the southeast corner of City Center Drive and 3` Avenue S. W. in the City of Carmel, Indiana, on Parcel 7 of the Carmel City Center Master Plan (the "Project"). Pursuant to IC 36-7-14-25.2, the Commission will hold a public hearing on the proposed Lease on March 15, 2005 at 7:00 p.m. (local time), in the City Hall Caucus Rooms. located at One Civic Square, Carmel, Indiana. All interested parties will be.provided the opportunity to be heard at the hearing. After the public hearing, which may be adjourned from time to time, the Commission may adopt a resolution authorizing the execution of the-proposed Lease if it finds that the service to be provided throughout the term of the proposed Lease will serve the public purpose of the City of Cannel and is in the best interests of its residents and that the lease rental provided for is fair and reasonable. The Commission may modify the proposed Lease after the hearing but may not increase the rent as set out in this notice. The proposed lease will have a term no longer than twenty-five (25) years, beginning on the date the Project is complete and ready for occupancy. The maximum annual lease rental to be paid by the Commission under the proposed lease is $12,455,000. The Commission's lease payments under such lease will be payable from any revenues legally available to the Commission, and from a back-up pledge of a special tax levied and collected by the Commission on all taxable property within the, geographical boundaries of the District pursuant to Indiana Code § 36-7-14-27. The proposed Lease further provides for terms concerning the use, maintenance, repair, operating and utility costs, indemnification and insurance, destruction of the premises; defaults, remedies, option to purchase and miscellaneous other matters. March 4, 2005 CITY OF CARMEL REDEVELOPMENT COMMISSION [TO BE PUBLISHED ONE TIME ON FRIDAY, MARCH 4, 2005, IN THE INDIANAPOLIS STAR and the NOBLESVILLE LEDGER.] 1ND501 BDD 740035v1 Johftan, Sandy M From: Kimberly Blanches•[Kimberly.Blanchet(nBTLaw,com] Sent; Monday, February28,20454:43PM, To: publicnotlcesWridystar=rn Jane k5t rtz@topics corn Cc: Bruce Donaldson, Brainard, James G; Iod6@ci.carme1:in':us; Morrissey, Phy1fisG Subject: City oi. Garmel, lndiana 14,7400350 Notice of Public. . Attached please find'the Not-irce of Public-Hearing on Proposed! Lease Please publish -this.Notice on Friday, March 4, 2005; Please.call me if.. you have any questions_ Thank. you. Kimberly W. Bl.anchet Barnes & Thornburg 11 South Meridian.Street Indianapolis., IN 4,6204. Direct Diai: (317) 231-7454- Fax: 1317) 231-7433! Cell. Phone: (317) 34?-0195. E-mail: kimberly,.blanchet@btlaw.Corr