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159430 05/14/2008 CITY OF CARMEL, INDIANA VENDOR: 361254 Page 1 of 1 ONE CIVIC SQUARE K C PROPRCO LLC 0 CHECK AMOUNT: $20,000.00 CARMEL, INDIANA 46032 650 NE HOLLADAY STREET SUITE 1400 PORTLAND OR 97232 CHECK NUMBER: 159430 CHECK DATE: 5/14/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 920 R4470202 20,000.00 106TH /KEYSTONE R -O -W 1 Form W 9 Request. for Taxpayer Give form to the (Rev. October 2007) e• requester. Do not lei�ti "�ication Number still C ertification Department of the Treasury send to the S. Internal Revenue Service Name (as shown on your income tax (eturn) cli KC PROPCO, LLC, a Delawa company ted 1 ahi 1 i ty m Business name, if different from above a 0 CL o Check appropriate box: El Individual /Sole proprietor El Corporation El Partnership Exempt •2 it Limited liability company. Enter the tax, classification (D= disregarded entity, C= corporation, P= partnership) -D- payee `o S Other (see instructions) Address (number, street, and apt. or suite no.) Requester's name and address (optional) a 650 NE Holladay Street, Suite 1400 w City, state, and ZIP code CL Portland OR 97 232 List account number(s) here (optional) M i Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If, you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 20 3715943 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of r q Here U.S. person 0 C t -�C I� V r Date 0 0 U General Instructions Definition of a U.S..'person.,For federal tax purposes, you are considered a U.S. person if you are: Section references are to the Internal Revenue Code unless o An individual who is a U.S. citizen or U.S. resident alien, otherwise noted. ,A partnership corporation, company, or association created or Pur f f For d the Un Statco of under the ±G f ti e se vi vt A person who is required to file an information return with the States, IRS must obtain your correct taxpayer identification number (TIN) An estate (other than a foreign estate), or to report, for example, income paid to you, real estate A domestic trust (as defined in Regulations section transactions, mortgage interest you paid, acquisition or 301.7701 -7). abandonment of secured property, cancellation of debt, or Special rules for partnerships. Partnerships that conduct a contributions you made to an IRA. trade or business in the United States are generally required to Use Form W -9 only if you are a U.S. person (including a pay a withholding tax on any foreign partners' share of income resident alien), to provide your correct TIN to the person from such business. Further, in certain cases where a Form W -9 requesting it (the requester) and, when applicable, to: has not been received, a partnership is required to presume that 1. Certify that the TIN you are giving is correct (or you are a partner is a foreign person, and pay the withholding tax. waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a 2. Certify that you are not subject to backup withholding, or partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. 3. Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee. If applicable, you are also certifying that as a income. U.S. person, your allocable share of any partnership income from The person who gives Form W -9 to the partnership for a U.S. trade or business is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding foreign partners' share of effectively connected income. on its allocable share of net income from the partnership Note. If a requester gives you a form other than Form W -9 to conducting a trade or business in the United States is in the request your TIN, you must use the requester's form if it is following cases: substantially similar to this Form W -9. o The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W -9 (Rev. 10 -2007) Project: Keystone Parkway Parcel: 24 RIGHT OF ENTRY This Right of Entry has been executed this day of 2008, by KC Propco, LLC "Grantor a Delaware limited liability company, and the City of Carmel, Indiana, an Indiana municipal corporation "Grantee RECITALS WHEREAS, Grantor is the owner of certain real estate (the "Grantor Parcel located in the City of Carmel, Hamilton County, Indiana, which Grantor Parcel is more particularly described in Exhibits A and B attached hereto and incorporated herein; and WHEREAS, Grantee is involved in a project to construct Keystone Parkway in the City of Carmel, Hamilton County, Indiana (the "Project and WHEREAS, the Project affects the Grantor Parcel and Grantee needs to acquire fee simple title to the Grantor Parcel (the "Fee Parcel which is more particularly described in Exhibits A and B attached hereto and incorporated herein by this reference; and WHEREAS, Grantor intends to execute a warranty deed (the "Deed for the Fee Parcel, but desires to enter into this Grant of Right of Entry to allow Grantee to start on the Project until such time as the Deed is fully executed and recorded; and NOW THEREFORE, in consideration of the sum of Twenty Thousand Dollars ($20,000.00) and other good and valuable consideration, contemporaneously herewith received by the Grantor, the foregoing Recitals, all of which are incorporated herein and the following mutual covenants and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows: 1. Grant Grantee shall temporarily forego prosecuting that certain condemnation case titled City of Carmel v. KC Propco, LLC, filed in Hamilton County Superior Court as Cause No. 29 D06 0803 (the Condemnation Case), or otherwise exercising its right of eminent domain, with respect to the Fee Parcel because the parties believe that they will mutually benefit by an extended time period within which to resolve issues and continue negotiations. Grantor hereby grants and provides, commencing May 1, 2008, to Grantee, its agents, contractors, subcontractors and employees the right to use the Fee Parcel for any lawful purpose related to the Project including, but not limited to, surveying, testing, moving dirt or ground, removal of dirt or ground, relocation of utilities, clearing, constructing the roadway and any other lawful purpose in connection with the Project as would be permitted if the right -of -way had actually been obtained. Grantor hereby further grants Grantee the right to engage in the following Project related activities prior to May 1, 2008: 1103918x2 From and after March 31st, 2008 The City's Clearing Contactor shall have the right to enter on the Grantor Parcel after Grantee's business hours for the purpose of removing trees necessary to facilitate the relocation of utilities within the proposed right of way and to accommodate the City's construction project. Provided, however, that no trees inside the fenced playground area located on the Grantor Parcel shall be removed prior to April 19 2008. From and after April 19th, 2008 Utility companies planning to relocate their facilities across this Grantor Parcel shall have the right to enter on the property for the purpose of installing such relocated facilities. The City shall require these utility installations to be done in a manner that does not interrupt Grantor's efforts to relocate Grantor's business, fixtures, equipment, personal property, and other property from the Property. Utility relocations shall be coordinated with the on -site Owner Representative for Grantor to minimize disruption of the activities of Grantor and Grantor's agents, employees and contractors on and about the Grantor Parcel. Notwithstanding the foregoing, Grantee agrees that until May 1, 2008 Grantee shall not undertake such activities within the existing building or on the existing fenced playground area. Further, Grantee agrees that until May 1, 2008 Grantee shall maintain (i) all access to and from both Lakeshore Drive and 106 Street to the building currently located on the Fee Parcel with minimal interference; and (ii) parking lot and parking spaces paved and in their current location (the "Parking Spaces Neither Grantee nor any utility company shall remove any paving from the Parking Spaces or adjacent areas prior to May 1, 2008. No Grantee, utility or contractor vehicles, construction equipment or construction materials will be parked or stored on the Grantor Parcel prior to May 1, 2008. The existing driveway accessing the Fee Parcel (the "Existing Entryway will remain intact and open until such time as Grantee needs, in Grantee's sole and reasonable opinion, to close and remove the Existing Entryway to facilitate the Project; but in no event earlier than May 1, 2008. At such time, Grantee shall provide an alternate way for Grantor to access the Grantor Parcel. After May 1, 2008, Grantee shall not be required to provide access to the Fee Parcel or any Parking Spaces for Grantor's benefit. Grantee shall use reasonable efforts to avoid any interference with Grantor's business, or access thereto duri:U normal business hours, and to provide Grantor with reasonable notice of such interference. After May 1, 2008 Grantee may use the entire Fee Parcel for any of the activities described herein, including demolition of the existing building, playground and fences. 2. Termination By Convey Except as provided in Section 3 below, this Right of Entry shall be irrevocable until such time as the Deed is recorded in the Office of Recorder of Hamilton County, Indiana at which time this Right of Entry shall terminate. 1103918v2 3. Termination by Order Neither party hereto waives any of their rights with respect to the Fee Parcel in the event negotiations fail and it becomes necessary, after May 1, 2008, for Grantee to prosecute the Condemnation Case or otherwise pursue its right of eminent domain. In such event, however, this Right of Entry shall nevertheless be irrevocable until such time as an Order of Appropriation is issued by the applicable Court having jurisdiction regarding eminent domain matters and such Order is recorded in the Office of Recorder of Hamilton County, Indiana. 4. Warranty Grantor, by executing below, hereby warrants that Grantor is the lawful owner of the Grantor Parcel and that, other than matters of record, there is no encumbrance or other restriction upon Grantor providing this "Right of Entry" to Grantee. 5. Indemnification Grantee shall indemnify, defend and save Grantor harmless from any and all liability, loss, damage, cost, obligation and expense which arises out of or results from any act, whether of commission or omission, of Grantee, its agents, employees, contractors, subcontractors, licensees or others claiming by, through or under Grantee, occurring in or about the Grantor Parcel whether in the exercise of Grantee's rights hereunder or in breach or excess thereof. 6. Consideration and Just Compensation The consideration recited herein is in addition to, and not in lieu of, any compensation that Grantor is entitled to in the Condemnation Case, or as a result of any other exercise of eminent domain involving the Grantor Parcel. Condemnor shall not be entitled to any credit or offset in any such proceeding for the compensation paid under this Right of Entry. No evidence of this Right of Entry shall be admissible for any reason in the damages trial of such Condemnation Case. The Grantee acknowledges and agrees that Grantor's consent to any and all matters in this Right of Entry Agreement in no way jeopardizes or compromises the just compensation and damages to which the Grantor may be entitled to in any eminent domain action. Grantee further stipulates and agrees that Grantor has reserved any and all claims for damages and just compensation which Grantor may be entitled to under the United States Constitution, the Indiana Constitution and state and federal statutes and laws. [SIGNA TURES AND NOTARYBLOCKS ON FOLLOWING PAGES] 1103918x2 1 IN WITNESS WHEREOF, Grantor and Grantee herein have executed this Grant of Right of Entry as of the day first above written. GRANTOR: APPROVE Y LE �4EPARTMENT DATE: I KC PROPCO, LLC SIGNATURE: a Delaware limited liability company By: KC Mezco I LLC, a Delaware limited liability company, its Sole Member By: KC Mezco 11 LLC, a Delaware limited liability company, its Sole Member By: KC Propco Holding I LLC, a Delaware limited liability company, its Sole Member By: KC Propco Holding Il LLC, a Delaware limited liability company, its Sole Member By: Kindercare Learning Centers, Inc. a Delaware corporation, its Sole Member By: Printed: Soh r, k. 5 i nis Title: E.VP CienGf:�� &gnsel dYvd CorlJDfau� �e�rGtatl�y GRANTEE: The City of Carmel, Indian 4 By: P, ted: l9 vLi b S Title: -1 1 /X� Y P 1103918v2 :sqTAG .3s;U' 'A X, -'U'l P, STATE OF OREGON ss. COUNTY OF MULTNOMAH This instrument was acknowledged before me on March 28, 2008, by John R. Sims as Executive Vice President, General Counsel and Corporate Secretary of KinderCare Learning Centers, Inc., a Delaware corporation, in its capacity as Sole Member of KC Propco Holding II LLC, a Delaware limited liability company, in its capacity as Sole Member of KC Propco Holding I LLC, a Delaware limited liability company, in its capacity as Sole Member of KC Mezco 11 LLC, a Delaware limited liability company, in its capacity as Sole Member of KC Mezco I LLC, a Delaware limited liability company, in its capacity as Sole Member of KC Propco, LLC, a Delaware limited liability company. I OFFICIAL SEAL WENDY S SULLIVAN WEEST Notary P lic for Oregon NOTARY PUBLIC OREGON COMMISSION NO. 409337 My commission expires MY COMMISSION EXPIRES SEPTEMBER 10, 2010 STATE OF INDIANA SS: COUNTY OF HAMILTON Before me, a Notary Public in and for said County and State; personally appeared J,q/;ie -3 31 1;, the yo,- of the City of Carmel, who acknowledged the execution of the foregoing Right of Entry and who having been duly sworn acknowledged that any representations set forth therein are true and correct. Witness my hand and Notary Seal this day of 2008. M Y Commission Expires: o D!/ N ary P lic County of Residence: �uGY c1 J `i le/ Printed 1103918v2 Page 1 of 1 Tennancour, Skip From: Kashman, Jeremy M Ukashman @carmel.in.gov] Sent: Friday, April 25, 2008 2:21 PM To: Tennancour, Skip Cc: Parks, Craig Subject: Keystone Skip, I have a few items here that I have been looking at. Invoices: -1 will be forwarding an invoice from Maco Press to you in the amount of $823.92 for printing of the Carmel Link FAQ Brochure. -On the next voucher for payment please include a payment of $20,000 to the KinderCare property owner along with the original Right of Entry Agreement. I know this is not normal to forward the original agreement but just retain a copy to be submitted with the entire parcel packet. The Clerk Treasurer's office should then place the original in the parcel packet once it is delivered to them. -An invoice of $1,360.85 will be submitted from Drainage Solutions for Erosion Control Material needed by the Street Department to provide erosion control for the early clearing contract at 106th 126 -An invoice of $2,524.50 for Bose McKinney Evans for Right of Way services for KC Propco, LLC. -An invoice of $4,817.00 for Bose McKinney Evans for Right of Way Acquisition for Keystone Parkway. OthZte -H provide d me with a closing statement for the Edwardsson parcel (Parcel 22)? 1 now have their check my possesion. -1 got it confirmed that we are going to need to begin talks with Mohawk as far as getting a donation agreement put into place. I will keep you informed with any updates. -1 still need Doug Callahan's signature on the Parcel 27 Sales Disclosure form. As soon as I get that document complete I will forward it on to you. If you have any questions just let me know. I will forward you these items early next week. Thanks, Jeremy M. Kashman, P.E. Keystone Project Manager City of Cannel Indiana Once Civic Square Carmel, IN 46032 Phone (317) 571 -2309 Fax (317) 571 -2439 Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee KC Propco LLC Purchase Order No. NA 650 NE Holladay Street, Suite 1400 Terms Portland OR 97232 Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 05/08/08 NA 07 -08 Keystone Parkway 106th Street Just Compensation Land Cost Right of Entry $20,000.00 Parcel 24 Please deliver this check to Jeremy Kashman at City of Carmel Engineer's Office Total $20,000.00 1 hereby certify that the attached invoice(s), or bills(s), is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6. 20 Clerk- Treasurer "'3�kr VOUCHER NO. WARRANT NO. KC Propco LLC ALLOWED 20 650 NE Holladay Street, Suite 1400 IN THE SUM OF Portland OR 97232 20,000.00 ON ACCOUNT OF APPROPRIATION FOR KC Propco LLC PO# or INVOICE NO. ACCT #/TITLE AMOUNT Board Members DEPT.# a NA NA 4470202 $20,000.00 I hereby certify that the attched invoice(s), or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except May 12, 20 08 $20,000.00 Signature Cost distribution ledger classification if Cit En claim paid motor vehicle highway fund Title