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Home My WebLink AboutCarmel City Center/Street/54,900/Parking Garage Maintenance PARKING ADMINISTRATION AGREEMENT This Parking Management Agreement (the "Agreement is hereby entered into this a( day of M(L. '1 2012, by and between Carmel City Center, LLC, an Indiana limited liability company "CCC and The City of Carmel, Indiana, a municipal corporation "CITY Section 1. Definitions. (a) Access Declaration shall mean that certain Access and Use Declaration between Pedcor and CRC dated November 16, 2010, and recorded in the Recorder's Office as Instrument Number 2010062755. (b) Affiliate shall mean: (a) any person or entity holding any direct or indirect equity, ownership, or beneficial interest in CCC; (b) any entity controlling, controlled by, or under common control with CCC; or (c) any person or entity that has any direct or indirect equity, ownership, or beneficial interest in the Phase 1 Buildings. (c) Allocable Costs shall mean expenses that properly are allocable by the Garage Owner under the Stacking Declaration. (d) Annual Maintenance Plan shall mean the maintenance, repair, and replacement plan with respect to the Parking Garage for a particular calendar year, which plan shall: (a) contemplate maintenance, repair, and replacements sufficient to satisfy the obligations of Parking Manager under Paragraph 4 hereof; (b) include, without limitation: (i) a janitorial program; (ii) a regularly scheduled program of preventive maintenance and repair of the garage equipment that complies with the requirements of the applicable warranties; (iii) annual power washing of the Parking Garage (iv) a regularly scheduled program of adequate sealing, patching, re- topping, and striping; and (v) a program for maintaining any landscaping within the Parking Garage (including replacing any dead trees, shrubs, and other vegetation); and (c) reflect the maintenance, repair, and replacement of the Parking Garage in conformity with the Maintenance Standard. (e) Bankruptcy Default shall mean: (a) the adjudication of CCC as bankrupt or insolvent; (b) the making by CCC of a general assignment for the benefit of creditors; (c) the appointment of a trustee or receiver for the property of CCC, if such appointment is not vacated or set aside within 30 days from the date of such appointment; (d) the filing of an involuntary petition in bankruptcy or for reorganization or arrangement against CCC, if such involuntary petition is not vacated within 30 days after the filing thereof; (e) the filing by CCC of a voluntary petition in bankruptcy or for reorganization or arrangement; (f) the filing by CCC of an answer admitting bankruptcy or insolvency; or (g) CCC's seeking or agreeing to reorganization, arrangement, or appointment of a trustee or receiver. (f) Burdened Spaces Administration Costs shall mean all costs and expenses incurred in connection with administering the Burdened Parking Spaces, including, without limitation, costs and expenses to (i) obtain and install signage identifying the Burdened Parking Spaces; and /or (ii) remove unauthorized users from any Burdened Parking Spaces; and /or (b) enforcing the Rules against the tenants of the Phase 1 Buildings. (g) Burdened Parking Spaces shall mean the parking spaces declared in the Parking Easement Reservation Declaration dated February, 2011, and recorded in the Recorder's Office as Instrument Number 2010008973, for CCC to park motor vehicles over, in, upon, and across Parking Spaces Numbers "1" and "2 "9" and "10 "13" through "36 "39" through "65 "67" through "86 "89" through "105 "107" through "110 "112" through "119 "121" through "124 "126" through "128 "130" through "133 "135" through "140 and "142" and "143 delineated on Exhibit B, attached hereto. EXHIBIT A I °l 2.3 1 (11) Casualty Insurance shall mean casualty insurance with respect to the Parking Garage in an amount equal to the replacement cost thereof, the policies of which shall meet or exceed the requirements of Exhibit D; attached hereto; provided that, if, pursuant to this Agreement, CCC and CITY agree to requirements in addition to, or different from, those set forth on Exhibit D, then, to the extent that such agreed requirements conflict with the requirements of Exhibit D, such agreed requirements shall control. (i) City shall mean the City of Carmel, Indiana. U) Claims shall mean claims, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees). (k) Commencement Date shall mean the date on which this Agreement is last signed by a party hereto. (I) CRC shall mean the City of Carmel, Indiana Redevelopment Commission. (n) Cure Period, except as modified by Paragraph 9(a) hereof, shall mean a period of 30 days after a party failing to perform or observe any term or condition of this Agreement to be performed or observed by it receives notice pursuant to Section 12 hereof specifying the nature of the failure; provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30 day period shall be extended as reasonably may be necessary for the defaulting party to remedy the failure, so long as the defaulting party: (a) commences to remedy the failure within the 30 day period; and (b) diligently pursues such remedy to completion. (o) Employee Standards shall mean standards for employment that: (a) are: (i) comparable in scope and content to standards and /or policies for employment that are maintained by the City; and (ii) not discriminatory, either by their terms or in the manner in which they are applied; and (b) comply with the Laws. (p) Ending Date shall mean the date on which this Agreement is terminated in accordance with its terms. (q) Event of Default shall mean: (a) a Bankruptcy Default; or (b) any "Event of Default as defined in Section 9, Subsection 9(a) hereof. (r) Garage Owner shall mean the "Garage Owner" under the Stacking Declaration. (t) Intended Use shall mean the use of the Parking Garage as a first -class parking garage that serves the Phase 1 Buildings and the general public. (u) ISBA shall mean Indiana State Board of Accounts. (v) Laws shall mean all applicable laws, statutes, and /or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and /or decrees. (w) Liability Insurance shall mean public liability insurance, with limits of liability initially not less than those set forth on Exhibit D, insuring against liability for property damage or loss, personal injury, and loss of life occurring in or on, or in connection with the use or operation of, the Parking Garage the policies of which shall: (a) meet the requirements of Exhibit D; and (b) name CCC and CITY as additional insureds; provided that, if, pursuant to this Agreement, CITY and Parking Manager agree to: (a) increased coverages; and /or (b) requirements in addition to, or different from, those set forth on Exhibit D; then, to the extent that such agreed coverage increases and /or requirements conflict with the requirements of Exhibit D, such agreed coverage increases and /or requirements shall control. EX a IT a ,.3 1 (x) Maintenance Standard shall mean the standard determining the condition in which the Parking Garage shall be kept and maintained, which standard: (a) shall be at least as high as the standards for maintenance by the City of public parking garages and surface parking lots; and (b) at the election of CCC, shall be such higher standards as would be applied by CCC and /or its affiliates for maintenance of parking garages or surface parking lots, as the case may be, serving first -class office and /or retail space. (y) Operations Standard shall mean a standard requiring the management and operation of the Parking Garage (a) in a first -class manner, and otherwise consistent with the management and operation of first -class parking facilities in the area; (b) in the interest, and for the benefit, of the people of the City; (c) in such a manner that: (i) promotes the interests and welfare of, and fosters favorable public relations for, the Phase 1 Buildings; and (ii) promotes good relations in dealings with the public. (z) Parking Garage shall mean: (a) one level of underground parking facilities containing approximately 184 parking spaces; (b) garage entrances and exits, ramps, and elevator lobbies; and (c) related facilities; constructed on the Site, all as generally depicted and /or described on Exhibit B. (aa) Parking Manager shall mean Pedcor Housing Corporation (bb) Parking Proposal shall mean a proposal submitted by the City to CCC requesting that a fee either: (a) be charged to park in the Public Parking Spaces; or (b) no longer be charged to park in the Public Parking Spaces; regardless of whether such fee applies on a daily basis or only in connection with special events occurring in the vicinity of the Site; provided that, if such a proposal requests that a fee be charged, then it shall include: (a) any applicable validation programs; and (b) a program for collecting the fee. (cc) Parking Spaces shall mean spaces in the Parking Garage for parking motor vehicles. (dd) Pedcor shall mean Carmel City Center, LLC, an Indiana limited liability company. (ee) Phase 1 Buildings shall mean: a) the 7 story building that contains approximately 165,205 square foot of residential space and approximately 50,695 square foot of retail space located on a property containing approximately 1.611 acres situated within a larger mixed -use development on the Site; and b) the 3 story building and office facilities that contains approximately 19,973 square foot of commercial office space on the second and third floors, and approximately 7,226.2 square foot of retail space on the first floor located on a property containing approximately 0.2203 acres situated within a larger mixed -use development on the Site. (ff) Project Agreement shall mean that certain Master Project Agreement executed by and between Pedcor and CRC and dated August 31, 2006 as amended by that certain: (a) First Amendment to the Master Project Agreement dated October 16, 2007; and (b) Second Amendment to Master Project Agreement dated December 31, 2007. (hh) Public Parking Spaces shall mean all Parking Spaces other than Burdened Parking Spaces. (ii) Recorder's Office shall mean the Office of the Hamilton County, Indiana Recorder. Qj) Records shall mean books and records with respect to the maintenance, repair, replacement, management, and operation of the Parking Garage, including, without limitation: (a) copies of all contracts and agreements with respect thereto; and (b) customary supporting records and receipts. A 1 3 1.13 (kk) Rules shall mean rules and regulations governing use of (including access to and from) the Parking Garage, which rules and regulations shall not be unlawful, either by their terms or in the manner in which they are applied. (II) Services shall mean all services to be performed by CCC pursuant to this Agreement with respect to the Parking Garage. (mm) Site shall mean that certain real estate described and /or depicted on Exhibit A. The Site is the "Phase 1 Site" under the Project Agreement. (nn) Stacking Declaration shall mean that certain Declaration of Stacking Covenants and Easements executed by Pedcor, as Declarant, and recorded in the Recorder's Office as Instrument No. 2010062754. (oo) Term shall mean from Commencement Date through December 31, 2012, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto or unless this Agreement is otherwise terminated in accordance with the termination provisions set forth herein. Notwithstanding that some terms defined in this Section reference the Project Agreement or the Stacking Declaration, such definitions are complete for purposes of this Agreement and it is not necessary to refer to the Project Agreement or the Stacking Declaration to determine the meaning of any term defined in this Section. References to the Project Agreement and the Stacking Declaration are intended only for purposes of clarification in the event that this Agreement and the Project Agreement and /or the Stacking Declaration are being read together. Section 2. Term. The Term of this Agreement shall: (a) commence on the Commencement Date; and (b) end on the Ending Date. Section 3. Compensation. As compensation for the Services, CITY shall reimburse CCC: (a) on an hourly or fee for services basis in accordance with the fee schedule set forth as Exhibit C, attached hereto; (b) for utility charges, costs, and expenses associated with the operation of the Parking Garage provided that such charges, costs, and expenses are not paid directly by CITY; and (c) for the Allocable Costs that are allocable to the Garage Owner under the Stacking Declaration; provided that such Allocable Costs are not paid directly by CITY. Accordingly, on a monthly basis (or such other periodic basis that the parties agree is reasonable), CCC shall submit to CITY invoices for the Services and for the Allocable Costs allocable to the Garage Owner under the Stacking Declaration, and CITY shall pay for such invoices in accordance with Indiana law and standard procedures established by CITY. Section 4. General Obligations and Requirements. (a) General. CCC shall: (i) maintain, repair, and replace the Parking Garage in accordance with the terms and conditions of this Agreement (including, without limitation, that CCC shall conform to the Maintenance Standard); and (ii) manage and operate the Parking Garage for the Intended Use and in accordance with the Operations Standard. In connection with the discharge of the foregoing obligations, CCC shall: (i) hire, discharge and supervise all employees and contractors that CCC deems to be necessary or appropriate; (ii) adopt and enforce the Rules; and (iii) establish (and enforce) hours of operation for the Parking Garage which hours shall be subject to the reasonable approval of CCC and CITY. (b) Nondiscrimination. CCC represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any goods or 1 A, 013 services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment of subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran status. (c) Utilities. Subject to the Stacking Declarations, CCC shall pay all utility charges, costs, and expenses attributable to the Parking Garage that CITY does not pay directly to the applicable utility company. Upon request by CITY, CCC shall work with CITY in good faith to develop and implement an energy savings plan with respect to the use and operation of the Parking Garage. (d) Compliance. In discharging its obligations under this Agreement, CCC shall comply with all: (i) Laws; (ii) requirements of all policies of insurance required by this Agreement, the Access Declaration, and /or the Stacking Declaration to be maintained (or actually maintained) by CCC; and (iii) requirements of the ISBA. (e) Employees. CCC shall develop and implement the Employee Standards. All employees and contractors hired by CCC: (i) are (and shall be considered for all purposes to be) the employees and contractors of CCC; and (ii) are not (and shall not be considered for any purpose to be) the employees or contractors of CRC or the City. Accordingly, CRC and the City shall have no obligations or liabilities with respect to such employees and contractors, who shall look exclusively to CCC to discharge all obligations and duties as their employer or principal. CITY may require: (i) background checks for any or all employees or contractors hired by CCC; (ii) random or periodic drug testing for all such employees and contractors; and (iii) CCC to terminate any employee or contractor for cause (including, without limitation, for: (A) failing a drug test; or (B) a material violation of the Employee Standards); and any contracts for employment of such employees or contractors shall include consents to the implementation of such requirements. (f) Annual Maintenance Plan. At CITY's request, CCC shall prepare and submit to CITY on an annual basis an Annual Maintenance Plan. Section 5. Maintenance Obligations. At all times during the Term, CCC shall keep and maintain (and shall provide all maintenance, repairs, and replacements necessary to keep and maintain): (a) the Parking Garage in a structurally sound condition that provides support for the Phase 1 Buildings; and (b) the Parking Garage in: (i) good and safe order, condition, and repair; (ii) a clean and sightly condition; and (iii) compliance with all Laws. In connection with satisfying the obligations set forth in this Section, CCC shall: (a) conform to the Maintenance Standard; and (b) satisfy the maintenance, repair, and replacement obligations of the Garage Owner under the Access Declaration and /or the Stacking Declaration, to the extent that such obligations apply to the Parking Garage. Section 6. Records and Accounting. (a) Records. CCC shall: (i) prepare and keep a permanent, accurate, full, and complete set of the Records; and (ii) keep the Records for at least five (5) years after the expiration of the calendar year to which they pertain; provided that, if the ISBA requires that the Records be kept for a period in excess of five (5) years, then CCC shall keep the Records for such longer period as is required by the ISBA. All the Records shall be open to inspection by CITY and the ISBA at all reasonable times until the expiration of such five year period (or such longer period as may be required by the ISBA). If there is any dispute with respect to the information disclosed by the Records, then CCC shall keep the Records with respect to the subject of such dispute until the dispute is settled. The obligation of CCC to keep Records shall survive the Ending Date. 6 g A S 0,3 (b) Audit. CITY at any time, and from time to time, during the Term may request an audit of the Records by a qualified, independent certified public accountant selected by CITY and reasonably acceptable to CCC; provided that: (i) such audit shall be conducted during regular business hours at the office where CCC maintains the Records; (ii) CITY shall pay all costs of the audit, unless the audit discloses that CCC has, in any Record: (A) understated, by 2 or more, revenue obtained in connection with the Parking Garage (B) overstated, by 5% or more, any line item of Tess than $20,000.00; or (C) overstated, by 2 or more, any line item of $20,000.00 or more; in which case CCC shall pay all costs of the audit; and (iii) the results of the audit shall be binding upon CCC and CITY. The obligations of CCC and CITY under this Subsection shall survive the Ending Date. If an audit is required by the ISBA, then, notwithstanding anything to the contrary set forth herein: (i) such audit shall be conducted in accordance with the requirements of the ISBA, including that the party performing such audit shall be determined by the ISBA; and (ii) CCC shall participate cooperatively in such audit, including that CCC promptly shall provide to the ISBA such information as the ISBA may require. Section 7. Use of Spaces. The obligations of CCC with respect to the Parking Spaces shall be as set forth in this Section. (a) Burdened Parking Spaces. CCC shall be responsible for: (i), identifying the Burdened Parking Spaces and removing unauthorized users therefrom; and (ii) enforcing the Rules against the tenants of the Phase 1 Buildings. As between CITY and CCC, CCC shall be responsible for payment of 50% of the Burdened Spaces Administration Costs. (b) Public Parking Spaces. CCC shall make the Public Parking Spaces available to members of the public; provided that: (i) the Public Parking Spaces shall be made available: (A) on a short -term basis; and (B) on a first -come, first served basis; and (ii) there shall be no charge to members of the public to park in the Public Parking Spaces during business hours, except pursuant to an approved Parking Proposal; provided that: (i) at the request of CITY, CCC shall implement a charge to park in the Public Parking Spaces during hours other than business hours; and (ii) prior to implementing such charge, CCC shall submit to CITY for its review and approval a plan for such implementation. At the request of CCC, CCC shall install signage informing members of the public parking in the Public Parking Spaces during business hours that they may park in a particular Public Parking Space for a period not to exceed three (or more, at the election of CCC) consecutive hours. CCC shall be responsible for: (i) ensuring that the Public Parking Spaces are used in accordance with the terms and conditions of this Subsection (including, without limitation, removing from the Public Parking Spaces vehicles that remain in such Public Parking Spaces for a period in excess of the permitted time limit); and (ii) enforcing the Rules. Either CCC or the CITY may submit a Parking Proposal to the other, for its review and approval, which approval shall not be unreasonably withheld. If the Parking Proposal is approved, then the party that submitted the Parking Proposal shall prepare a plan to implement the Parking Proposal, which plan shall be subject to the reasonable approval of the other party. An approved Parking Proposal, and the approved plan implementing such approved Parking Proposal, shall remain in effect until a subsequent Parking Proposal, together with a corresponding implementation plan, is approved. (c) Access. At all times when parking is permitted in the Parking Garage CCC shall cause there to: (i) remain open entrances into, and exits from, the Parking Garage that provide reasonably convenient access to the Parking Spaces in which parking is permitted at such time; and (ii) be adequate signage clearly identifying, and directing vehicles to, such open entrances and exits. A. 61,6 cii.3 Section 8. Insurance. (a) Casualty Insurance. CITY shall procure, and maintain in full force and effect throughout the Term, the Casualty Insurance. (b) Liability Insurance. CITY shall procure, and maintain in full force and effect throughout the Term, the Liability Insurance. (c) Workers' Compensation. CCC shall: (i) comply with the provisions of the applicable worker's compensation laws; and (ii) insure its liability thereunder. (d) Indemnification. (i) CCC. CCC shall indemnify and hold harmless CITY from and against any and all Claims arising from or connected with: (A) CCC's maintenance, repair, replacement, operation, or use of the Parking Garage (including, without limitation, Claims related to injury to, or death of, persons or loss of, or damage to, property); (B) the negligence or willful misconduct of CCC or any party acting by, under, through, or on behalf of CCC; or (C) the breach by CCC of any term or condition of this Agreement. The indemnification obligations of CCC under this Subsection shall not extend to Claims to the extent they arise from, or are connected with, the gross negligence or willful misconduct of CITY. (ii) CITY. CITY shall indemnify and hold harmless CCC from and against any and all Claims arising from or connected with: (A) CITY's maintenance, repair, replacement, operation, or use of the Parking Garage (including, without limitation, Claims related to injury to, or death of, persons or loss of, or damage to, property); (B) the negligence or willful misconduct of CITY or any party acting by, under, through, or on behalf of CITY; or (C) the breach by CITY of any term or condition of this Agreement. The indemnification obligations of CITY under this Subsection shall not extend to Claims to the extent they arise from, or are connected with, the gross negligence or willful misconduct of CCC. Section 9. Default and Remedies. (a) Events of Default. It shall be an "Event of Default" if any party fails to perform or observe any term or condition of this Agreement to be performed or observed by it: (i) with respect to the obligation to pay money, if such failure is not cured within ten (10) days after receipt of written notice that such payment is due; and (ii) with respect to any other obligation, if such failure is not cured within the Cure Period. (b) Remedies. Whenever an Event of Default occurs, the non defaulting party may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement; (ii) protect the rights granted to the non defaulting party under this Agreement; (iii) enforce the performance or observance, or enjoin any breach, by the defaulting party of any term or condition of this Agreement (including, without limitation, the right to: (A) specifically enforce any such term or condition; or (B) seek an injunction with respect to any such breach; it being acknowledged and understood by the parties that monetary damages are not an adequate remedy for: (A) the failure of either party to observe and /or perform; or (B) the breach by either party of; any term or condition of this Agreement); or (iv) cure, for the account of the defaulting party, any failure of the defaulting party to perform or observe a material term or condition of this Agreement to be performed or observed by it. If the non defaulting party incurs any costs or expenses in connection with exercising its rights and remedies under, or 4. A, 71.23 enforcing, this Agreement, then the defaulting party shall reimburse the non defaulting party for all such costs and expenses (including, without limitation, reasonable attorneys' fees and court costs), together with interest at the rate of 12% per annum or the highest rate allowed by applicable law. (c) Bankruptcy. If there is a Bankruptcy Default, then CITY may, in its sole discretion, terminate this Agreement by delivery of written notice to CCC at any time after CITY becomes aware of the Bankruptcy Default. (d) Termination. If there is an Event of Default by CCC (other than a Bankruptcy Default), then, CITY may terminate this Agreement by delivery of written notice to CCC at any time after CITY becomes aware of the Event of Default; provided that such termination shall be effective on the date that is ten (10) calendar days after the date of delivery of the written notice. Notwithstanding any other provision contained in the Agreement, the City may immediately terminate this Agreement, without penalty, at such time as sufficient monies are not appropriated by the City to allow it to fully meet its financial obligations hereunder. (e) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, a non defaulting party is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated; instead, each and every such right or remedy shall be: (i) cumulative; and (ii) in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a non defaulting party to exercise any right or remedy upon any Event of Default shall impair any such right or remedy, or be construed to be a waiver thereof, and any such right or remedy may be exercised from time to time, and as often as may be deemed to be expedient. To entitle a non defaulting party to exercise any right or remedy conferred upon, or reserved to, the non defaulting party, it shall not be necessary for the non defaulting party to give notice to the defaulting party, other than such notice as may be required by this Section or by the Laws. Section '10. Mechanic's Liens. No Party hereto shall suffer or cause the filing of any mechanic's lien against any part of the Parking Garage. If any such mechanic's lien is filed for work claimed to have been done for, or materials claimed to have been furnished to: (a) CCC or CITY; or (b) any party acting by, under, through, or on behalf of CCC or CITY; then CCC or CITY, respectively, shall: (a) cause such mechanic's lien to be discharged of record within thirty (30) days after notice of the filing by bonding or as provided or required by law; (b) provide evidence that the lien is being contested by proceedings adequate to prevent foreclosure of the lien, together with a satisfactory indemnity (in an amount equal to at least 150% of the claimed lien), to the other parties within thirty (30) days after notice of the filing thereof; and (c) indemnify and hold harmless the other parties from and against any and all Claims arising from or connected with any such mechanic's lien. All liens suffered or caused by CCC or CITY shall attach only to the interest of CCC or CITY, respectively. Nothing in this Agreement shall be deemed or construed: (a) to constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any materials to, CCC or CITY; or (b) as giving CCC or CITY the right or authority to contract for, authorize, or permit the performance of any work, or the furnishing of any materials, that would permit the attaching of a mechanic's lien to the interest of any of the other parties. Section 11. Assignment. Neither CITY nor CCC shall assign this Agreement without the prior written approval of the other party; provided that: (a) without the prior written approval of CCC, CITY may assign this Agreement to another agency or instrumentality of the City; and (b) without the prior written approval of CITY, CCC may assign this Agreement to an Affiliate. Notwithstanding any assignment permitted under this Section, CITY or CCC, as the case may, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release CITY or CCC, as the case may be, from such performance; provided that, if CITY assigns this Agreement to another agency or instrumentality of the City that: (a) has full power and authority to accept an assignment of this Agreement and carry out the obligations of CITY k .st dc9.3 hereunder; and (b) expressly assumes all such obligations in writing; then CITY shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Section 12. Notice. Any notice required or permitted to be given by any party to this Agreement shall be in writing, and shall be deemed to have been given when: (a) hand delivered to the other party; (b) sent by facsimile, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with confirmation of receipt, addressed as follows: to CCC at 770 3rd Avenue Southwest, Carmel, Indiana 46032, Facsimile: 317 587 -0340, Attn: Bruce Cordingley; and to CITY at City Hall. 1 Civic Square, Carmel, Indiana 46032, Facsimile: 317 844 -3498, Attn: Mayor, with a copy to: City Attorney, City of Carmel, City Hall, 1 Civic Square, Carmel, Indiana 46032, Facsimile:317- 571 -2484. Any party may change its address for notice from time to time by delivering notice to the other party as provided above. Section 13. Force Majeure. Notwithstanding anything to the contrary set forth herein, if any party is delayed in, or prevented from, observing or performing any of its obligations under, or satisfying any term or condition of, this Agreement as a result of: (a) an act or omission of one of the other parties; or (b) any other cause that is not within the reasonable control of such party (including, without limitation, unusually inclement weather, the unusual unavailability of materials, equipment, services or labor, and utility or energy shortages or acts or omissions of public utility providers, but excluding a lack of financial resources); then: (a) such observation, performance, or satisfaction shall be excused for the period of days that such observation, performance, or satisfaction is delayed or prevented; and (b) the deadlines for observation, performance, and satisfaction, as applicable, shall be extended for the same period. Section 14. Authority. Each undersigned person executing this Agreement on behalf of CCC and CITY represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary action of CCC and CITY, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; (c) the execution, delivery, and performance of this Agreement have been authorized by CCC and CITY, respectively; and (d) this Agreement is the legal, valid, and binding obligation of CCC and CITY, respectively, enforceable in accordance with its terms and conditions. Section 15. Miscellaneous. Subject to Paragraph 11, this Agreement shall inure to the benefit of, and be binding upon, CCC and CITY, and their respective successors and assigns. This Agreement may be modified only by a written agreement signed by both parties. All indemnities set forth in this Agreement shall survive the expiration of the Term or the earlier termination of this Agreement. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. The paragraph headings shall not be considered in any way to affect the interpretation of this Agreement, and this Agreement shall not be construed against the drafting party, it being acknowledged and agreed that each party has reviewed and understands, and has had its counsel review, this Agreement. All Exhibits to this Agreement are attached hereto and incorporated herein by reference. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute but one and the same instrument. [Signature page to follow] Etk; 1.*1 ct a IN WITNESS WHEREOF, CCC and CITY have executed this Agreement as of the date set forth above. CCC: CARMEL CITY CENTER, LLC By: )-7/ Printed: 7 M ./e Title: Si /6e dtc.� �4ie�s.n.� Date: 3 a.2 CITY: THE CITY OF CARMEL,, r ANA By: 9 colt, Jalacs C. Brainard Brainargl, Mayor Date: w C C) 03 ,fr„ i A /0 A3 INDEX TO EXHIBITS Exhibit A Depiction and /or Description of the Site Exhibit B Depiction and /or Description of the Parking Garage and the Burdened Parking Spaces Exhibit C Fee Schedule Exhibit D Insurance Coverages l IT 23 s '3.,,: 01\ ..).5 i rlota I Pat. rlarr Irre 1 II pa.:- 0 -1 1 m nil z.,;i 11MS. UV. ::`41!' :0,,i.3, II i 3 Vt. 3,, 3 .I. Li K 3, !Ai), 11,33, Ang 7 V .2.t 3 .7,,'•1-.._.... nt 15 r r• J aii., 1 We tig w 0 (I 1. 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C: =MI ::Itttb C::■1 9 k.14 Exhibit A -1: Depiction and /or Description of the Site A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton Count}', Indiana being bounded as follows: Commencing at the Northeast Comer of the Northeast Quarter of Section 36, Township 18 North, Range 3 Bast; thence South 89 degrees I2 minutes 13 seconds West (assumed bearing) 707.40 feet along the North Line of said Northeast Quarter to the northeastern comer of the 1.800 acre tract of land "Monon Tract described in the QUITCLAIM DEED recorded as instnmment #9909923664 by the Recorder of Hamilton County, Tnriiana; thence South 00 degrees 51 minutes 54 seconds East 284.25 feet along the eastern boundary of said 1.800 acre tract of land to the southern right of-way line of 126 Street (ref; see the 3349 acre tract of land "l26` Street Mueller East Tract described in the CO CONSERVATORS'i DEED recorded as instrument 49909923663 by said Recorder), the following three (3) courses are along said southern right-of-way line of 126 Street 1) thence North 77 degrees 00 minutes 25 seconds East 96.48 feet; 2) thence North 89 degrees 36 minutes 45 seconds East 167.49 feet; 3) thence South 89 degrees 56 minutes 58 seconds East 53.59 feet to the POINT OF BEGINNING of this description; thence North 00 degrees 00 minutes DD seconds 10.48 feet thence North 90 degrees 00 minutes 00 seconds East 65.71 feet; thence South DO degrees 00 minutes 00 seconds 10.54 feet to anoint on said southern right-of-way line of 126 Street (said point hereinafter referred to as "Point A"); thence North 89 degrees 56 minutes 58 seconds West 65.71 feet along said southern right-of-way line of 126 Street to the POINT OF BEGINNING containing 0.016 acres, more or less. ALSO a part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at Point A on said southern right of-way line of I26 Street; thence South 89 degrees 56 minutes 58 seconds East (assumed bearing) 54.33 feet along said southern right -of -way line of 126 Street to the'POLNT OF' BEGINNING of this description; thence North 00 degrees 00 minutes 00 seconds 12.41 feet thence NO 90 degrees 00 minutes 00 seconds Bast 45.83 feet; thence South 00 degrees 00 minutes 00 seconds 2.00 feet thence North 90 degrees 00 Minutes 00 seconds East 39.83 feat; thence South 00 degrees 00 minutes 00 seconds 10,48 feet to a point on said southern right -of -way Iinr. of 126 Street (said point hereinafter referred to as "Point B thence North 89 degrees 56 minutes 58 seconds West 85.67 feet along said southern right -of -way line of 126 Street to the POINT OF BEGINNING containing 0.023 acres, more or less, t 1 /30-6g3 ALSO a part of the Northeast Quarter of Secti on 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at Point B on said southern right -of -way line of 126 Street; thence South 89 degrees 56 minutes 58 seconds East (assumed bearing) 34.63 feet along said southern right -of- -way line of 126 Street to the POINT OF BEGINNING of this description; thence North 00 degrees 00 minutes 00 seconds 10.27 feet; thence North 90 degrees 00 minutes 00 seconds East 45.0E feet; thence South 00 degrees 00 minutes 00 seconds 10.31 feet to a point on said southern right -of -way line of 126 Street; thence North 89 degrees 56 minutes 58 seconds West 45.08 feet along said southern right- of-way line of 126 Street to the POINT OF BEGINNING containing 0.011 acres, more or less. ALSO a pars of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at the Northeast Corner of the'Nbrtheast Quarter of Section 36, Township 18 North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) 707.40 feet along the North Line of said Northeast Quarter to the northeastern corner of the 1.800 acre tract of land ("Monon Tract") described in the QUITCL,A.a1 DEED recorded as instrument f9909923664•bythe Recorder of Hamilton County, lrtriianir; thenc:. South 00 degrees 51 minutes 54 seconds FAst 28425 feet along the eastern boundary of said 1.800 acre tract of lard to the southern right -of -way line of 126 Street (ref: see the 3349 acre tract of land ("126 Street Mueller East Tract") described in the CO CONSERVATORS' DEED recorded as insfnmment 89909923663 by said Recorder), the following three (3) courses are along said southernrighi -of -way line of 126 Street; 1) thence North 77 degrees CO minutes 25 seconds East 96.48 feet; 2) thence North 89 degrees 36 minutes 45 seconds East 167.49 feet; 3) thence South 89 degrees 56 minutes -5s- seconds- East387:00- feet along -said- southern right -of= way- iine-to- theivestern right -of -way line of Range Line Road (a part of said 3.549 acre tract of land); thence South 89 degrees 38 minutes 09 seconds West 77.92 feet along said western right -of -way Iine ofRangeline Road; thence South 00 degrees 54 minutes 50 seconds West 2.71 feet along said western right -of -way tin;. of Rangeline Road to the POINT OF BEGINNING of this description; thence North 90 degrees 00 minutes 00 seconds East 7.0 4 f eet thence South 00 degrees 03 minutes 26 seconds Wcst 6.84 feet; thence North 89 degrees 56 minutes 34 seconds West 2.03 feet; thence South 00 degrees 03 minutes 26 seconds West 7.95 feet; thence North 90 dh 00 minutes OD seconds East 12.19 feet to a point on a non tangent curve concave to the southwest, said point being North 59 degrees 40 minutes 02 seconds We 4.16 feet from the radius point of said curve; thence clockwise 15.21 feet along said curve to a point being South 30 degrees 19 minutes 33 seconds East 4.16 feet from the radius point of said curve; thence South 00 degrees 00 minutes 00 seconds 23.47 feet to a point on a non tangent curve concave to the west, said point being North 30 degrees 09 minutes 16 seconds East 4.17 feet from the radius point of said curve; thence clockwise 8.70 feet along said curve to a point being South 30 degrees 09 minutes 16 seconds East 4.17 feet from the radius point of said curve; thence South 00 degrees 00 a3 l� minutes 00 seconds 22.70 feet to a point on a non tangent curve concave to the west, said point being North 30 degrees 24 minutes I3 seconds East 4.I7 feet from the radius point of said curve; thence clockwise 8.68 feet along said curve to a point being South 30 degrees 24 minutes 13 seconds East 4.17 feet frorn the radius point of said curve; thence South 00 degrees 00 minutes 00 seconds 22,90 feet to a point on a non tangent curve concave to the west, said point being North 3D degrees 10 minutes 36 seconds East 4.17 feet from the radius point of said curve; thence clockwise 8.70 feet along said curve to a point being South 30 degrees 10 minutes 36 seconds East 4.17 fret from the radius point of said curve; thence South 00 degrees 00 minutes 00 seconds 20.33 feet; thence South 90 degrees 00 minnt -c 00 seconds East 6.18 feet; thence South 00 degrees 00 minua:es 00 seconds 1.83 feet to a point an a non tangent curve concave to the northwest, said point being South 89 degrees 59 minutes 21 seconds East 7.46 feet from the radius point of said curve; thence southerly and southwesterly 4.36 feet along said curve to a point being South 56 degrees 29 minutes 20 seconds East 7,47 feet from the radius point of said curve; thence South 48 degrees 13 minutes 02 seconds West 32,14 feet to the point of curvature of a curve to the right, said point of curvature being North 41 degrees 46 minutes 58 seconds West 26.50 feet from the radius point of said curve; thence southwesterly 10.19 feet along said curve to a point on said western right of-way line of Rangeline Road, said point being North 63.degrees 49 minutes 18 seconds West 26.50 feet from the radius point of said curve; thence North 00 degrees 13 minutes 54 seconds West 19.60 feet along said western right -af- -way line of Rangeline Road; thence North 00 degrees 54 minutes 50 seconds East 147.32 fret along said western right -of -way fine of Rangeline Road to the POINT OF BEGINNING containing 0.081 acres, more or less. ALSO A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East located in Clay Township, Hamilton County, Indiana being bounded as follows: Commencing at the Northeast Corner of the Northeast Quarter of Section 36, Township 18 North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) 707,40 feet along the North Line of said Northeast Quarter to the eastern boundary of the 1.800 acre tract of land "Monon Tract described in the QUITCLAIM DEED recorded as instrument #9909923664 by the Recorder of Hamilton County, Indiana; thence South 00 degrees 51 minutes 54 seconds East 284.25 feet along the eastern boundary of said 1.800 acre tract of land to the southern boundary of the 3.549 acre tract of land ("126 Street Mueller East Tract described in the CO- CONSERVATORS' DEED recorded as instrument #9909923663 by said Recorder, the following four (4) courses are along the said southern right -of -way line; I) thence North EXFUi sf 023 77 degrees 00 minutes 25 seconds East 96.48 feet; 2)) thence North 89 degrees 36 minutes 45 seconds East 140.00 feet to the POILY OF BEGLNNUNG of this description; 3) thence North 89 degrees 36 minutes 45 seconds East 27.49 feet; 4) thence South 89 degrees 56 minutes 58 seconds East 387.00 feet to the western right -of -way line of Rangeline Road, the following three (3) courses are along said right-of-way line; 1) thence South 09 degrees 38 minutes 09 seconds West 77.92 feet; 2) thence South 00 degrees 54 Minutes 50 seconds West 150.03 feet; 3) thence South 00 degrees 13 minutes 54 seconds East 594.40 feet parallel with the East Line of said Northeast Quarter; thence South 89 degrees 12 minutes 13 seconds West 389.0I feet parallel with the northern boundary of the 1.005 acre tract of land described in the LIMITED WARRANTY DEED recorded as instrument #200200025738 by said Recorder; thence North 00 degrees 51 minutes 54 seconds West 826.88 feet parallel with the eastern boundary of said 1.800 acre tract of lend to the POINT OF BEGINNING containing 7,468 acres, more or less. e mss, Y I I I ,4 013 Exhibit B: Depiction and/or Description of the Parking Garage and the Burdened Parking Spaces --.-IT„--- ,----,1 I' ci I L I .1j-'°=',..`" P ir I 1 --Ill ■A j "I' j—,_ ..f8 I 77 la 111 no I al 2 E 1 I 51, .9 1.. -4 Ai nP 1 L r 14 I .41. 2 acezzrzzasP 1 r I .1”.,--- I r ink fib. 8 I 1 1 i:144.Z. 71 .'t■Lo 1+ ',.;t1.1- `iit.-L'ir 1 i I I IA' 1441, itim rjf1 %.4.. I, 1 s' I i r --I F 1 1, 1, 1, tye ji IMP ..1 .1., p114.1 c, i. 120 1.., 4 14 ot ,u r I L c: iro c'----- ...17.. Alli 11 1 p, y ---r ::711' vi 1 1 h :E9'-''T ,,,l 4 n i.-- ri. I 0 "i- l'Fl° L-- -1- 1 r 1 ',2. S 'It 4 ii r 1, L I I 0 ,..1 0 t.n I., 11,3 1. 0 Iso I Ia, I. VA I r I ys) 1 Is, ,sa 1st .7 161 132 'el ,t. tg ri E----_q I.P l _I (I a. lux oo o In i 17 i I 75 u B .--c-. 1 7, 7 .4 g 1 El n 4-- f 4 P 6 t.-- .1 glif 1 .1. 4 e, 4, 0 0, f gig 0 3 l Exhibit C: City of Carmel Shared Garage Operating Expenses 2012 Estimate Expenses Parcel #5 Telephone /Internet Lines 2,500.00 Office Supplies Office Expense Fee General Maint. Services 12,000.00 General Maint. Services Overtime Gen. Maint. Supplies 2,500.00 Contract Maint. 10,000.00 Contract Maint. Contract 2,000.00 Contract Maint. Parking HVAC Maint. 2,000.00 Elevator Maint. Elevator Maint. Contract 2,000.00 Emergency Call Boxes (5 lines) 2,500.00 Fire /Sprinkler Service Contract 3,000.00 Security Cameras Maint. Contract Exterminating Contract 4,000.00 Dewatering Pumps Maint. Contract Glycol Ramp Maint. Contract 5,000.00 Garage Door Contract Snow Removal Personnel Costs Wages Personnel] Costs Overtime Personnel Costs Taxes Personnel Costs Benefits Security Contract Insurance 5,000.00 Steam Electricity 30,000.00 Water 500.00 Sewer 1,000.00 Janitorial Services 2,500.00 Janitorial Supply 500.00 Trash Removal 400.00 Management Fee 18,000.00 Real Estate Taxes Miscellaneous Cost 4,000.00 Total Operating Expenses 109,400.00 City of Carmel's 50% City of Carmel's Annual Payment 54,700.00 CPAF's Annual Payment ITw ry 1 e A, Exhibit D Insurance Coverage (See Attached) EXHy3 4 /o23 f ACORQ„ EVIDENCE OF PROPERTY INSURANCE DATE0MM /DDP Y) (MM/DD/ THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW, THIS EVIDENCE OF PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. AGENCY PHONE 17.814.8244 COMPANY United Insurance Agencies Firemans Fund 220 S Walnut Street Muncie, IN 47305 F I No) 317 .814.8245 ,DOResskurt_mcki nl ey @uni tedagy. com CODE: 13490202 SUB CODE: AGENCY 00023454 CI LSTOMp R ID INSURED LOAN NUMBER POLICY NUMBER Carmel City Center LLC DXX80932947 One Pedcor Square 770 3rd Avenue SW. EFFECTIVE DATE EXPIRATION DAT CONTINUED UNTIL Carmel, IN 46032 08/01/2011 08/01/2012 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION 1 Loc 00001 720 S. Rangeline Road, SW Corner City Center /Rangeline, Carmel, IN 46032 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I. SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION COVERAGE PERILS FORMS AMOUNT OF INSURANCE DEDUCTIBLE 1 Blanket Real Personal Property, RC, Special form 53,796,000 25000 1 BI /Loss of Rents with Extra Expense, Special form 4,025,000 24 1 Earthquake, Special form 25,000,000 50000 1 Equipment Breakdown, Special form 50,000,000 25000 1 Extra Expense, Special form 500,000 0 REMARKS (Including Special Conditions) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATIO OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ADDITIONAL INTEREST NAME AND ADDRESS X MORTGAGEE ADDITIONAL INSURED PNC Bank, N.A. X LOSS PAYEE As Agent on Behalf of Lenders ISAOA LOAN# 535 S. Main Street LOC #R4- B805 -BA -1 AUTHORIZED REPRESENTATIVE Plymouth, MI 48170 Kurt McKinley /ADW ACORD 27 (2006/07) ©ACORD CORPORATION 1993 -2006. All rights reserved. The ACORD name and logo are registered marks of ACORD r il" IT a 013 ACORD Q CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/01/2011 PRODUCER (317)814 -8244 FAX (317)814 -8245 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION United Insurance Agencies ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 220 S. Wal nut Street HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Muncie, IN 47303 INSURERS AFFORDING COVERAGE NAIC INSURED Carmel City Center, LLC INSURERA Fireman's Fund Ins Co (AM Best: A XV) CCC Offices, LLC INSURER B' National Surety Corp (AM Best: A XV) 770 3rd Avenue SW. INSURER C. Carmel, IN 46032 INSURERD INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I R ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE LIC EXRATI LTR INSRE ATF (MM[DD/YYI D Y fMM ON D /YYI LIMITS GENERAL LIABILITY DXX80932947 08/01/2011 08/01/2012 EACH OCCURRENCE 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 100 000 PREMISES (Fa nrrmmnre) X CLAIMS MADE OCCUR MED EXP (Any one person) 10,000 A PERSONAL ADV INJURY S 1,000,000 X Retro Date 11/1/04 GENERAL AGGREGATE 8 2,000,000 GENT AGGREGATE LIMIT APPLIES PER. PRODUCTS COMP /OP AGG IS 2,000,000 POLICY JECT JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO DXX80932947 08/01/2011 08/01/2012 (Ea accident) 1,000,000 ALL OWNED AUTOS BODILY INJURY A SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per ac dent) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY AGG EXCESS /UMBRELLA LIABIUTY XAU57620783 08/01/2011 08/01/2012 EACH OCCURRENCE 5,000,000 X I OCCUR CLAIMS MADE AGGREGATE 5,000,000 B DEDUCTIBLE X RETENTION 0 WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LIABILITY TORY I WITS FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDEDb If yes, describe under E.L DISEASE EA EMPLOYEE SPECIAL PROVISIONS below E.L. DISEASE POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS PNC Bank, N.A., As Agent on Behalf of Lenders ISAOA is named as Additional Insured for liability ;.overages. Location Address: 720 S. Rangeline Road, SW Corner City Center Rangeline, Carmel, IN 46032 *10 day notice of cancellation for nonpayment of premium. CERTIFICATE HOLDER CANCELLATION PNC Bank, N.A. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL As Agent on Behalf of Lenders ISAOA Attn: Radawn Brenay 30" DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 535 S. Main Street BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY LOC #R4- B805 -BA -1 OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. Plymouth, MI 48170 AUTHORIZED REPRESENTATIVE J Kurt McKinley /ADW A ACORD 25 (2001/08) ©ACORD CORPORATION 1988 d 1 IT A (i 1 ot 3 x ACORQ EVIDENCE OF COMMERCIAL PROPERTY INSURANCE 08/01/2011 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER NAME, PHONE CONTACT PERSON AND ADDRESS (A/C, No, Ext): 317. 814. 8244 COMPANY NAME AND ADDRESS NAIC NO Jnited Insurance Agencies Fireman$ Fund 220 S Walnut Street Muncie, IN 47305 ((A/C, No): 317. 814. 8245 ■DOaess: Kurt mcki nl ey @uni ted agy. con IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH CODE: 13490202 SUB CODE: POLICY TYPE oSTOMER ID 00023454 Property NAMED INSURED AND ADDRESS LOAN NUMBER POLICY NUMBER Carmel City Center LLC, CCC Offices LLC DXX80932947 770 3rd Avenue SW EFFECTIVE DATE EXPIRATION DATE Carmel, IN 46032 CONTINUED UNTIL 08/01/2011 08/01/2012 TERMINATED IF CHECKED ADDITIONAL NAMED INSUREDS) THIS REPLACES PRIOR EVIDENCE DATED: Carmel City Center LLC, CCC Offices LLC PROPERTY INFORMATION (Use REMARKS on page 2, if more space is required) (XI BUILDING OR 0 BUSINESS PERSONAL PROPERTY I LOCATION /DESCRIPTION The Hopper Building 736 Hanover Place, Carmel, IN 46032 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITION: OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD X SPECIAL COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE. $53,796,000 DED: 25,000 IYES NO N/A Ill BUSINESS INCOME 0 RENTAL VALUE X If YES, LIMIT. 4 025 000 Actual Loss Sustained; IS of months 12 BLANKET COVERAGE X If YES, indicate value(s) reported on property identified above TERRORISM COVERAGE X Attach Disclosure Notice DEC IS THERE A TERRORISM SPECIFIC EXCLUSION') X IS DOMESTIC TERRORISM EXCLUDED? X LIMITED FUNGUS COVERAGE X If YES, LIMIT' 250, 000 DED. 25,000 FUNGUS EXCLUSION (If "YES specify organization's form used) X REPLACEMENT COST X AGREED VALUE X COINSURANCE X If YES, 100 EQUIPMENT BREAKDOWN (If Applicable) X If YES, LIMIT 50,000,000 DED 25,000 ORDINANCE OR LAW Coverage for loss to undamaged portion of bldg X Demoldion Costs X If YES, LIMIT' 250,000 DED: 25,000 Incr. Cost of Construction X If YES, LIMIT: 250, 000 DED: 25,000 EARTH MOVEMENT (If Applicable) X If YES, LIMIT' 25,000,000 DED: 50,000 FLOOD (If Applicable) If YES, LIMIT DED WIND HAIL (11 Subject to Different Provisions) X If YES, LIMIT: DED 25,000 PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS X CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ADDITIONAL INTEREST X MORTGAGEE CONTRACT OF SALE LENDER SERVICING AGENT NAME AND ADDRESS LENDERS LOSS PAYABLE NAME AND ADDRESS Centier Bank 600 E 84th Street Merrillville, IN 46410 AUTHORIZED REPRESENTATIVE Kurt McKinley /ADW ACORD 28 (2006/07) Page 1 of 2 ACORD CORPORATION 2003 -2006. All rights reserved. The ACORD name and logo are registered marks of ACORD EX F fl j T as 1 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 08/01/2011 PRODUCER (317)814 -8244 FAX (317)814 -8245 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION United Insurance Agencies ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 220 S. Walnut Street HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Muncie, IN 47303 INSURERS AFFORDING COVERAGE NAIC INSURED Carmel Ci ty Center, LLC INSURER A' Fireman's Fund Ins Co (AM Best: XV) CCC Offices, LLC INSURERB National Surety Corp (AM Best: A XV) 770 3rd Avenue SW. INSURER Carmel, IN 46032 INSURER D' INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADM) TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POL EXPIRATION LTR NSR DATF (MM/Dll/YYl DATF ICY (MM/AD/YYl LIMITS GENERAL LIABILITY DXX80932947 08/01/2011 08/01/2012 EACH OCCURRENCE 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 100 000 PREMISES (Fa nrn iranra) i X CLAIMS MADE 1 I OCCUR MED EXP (Any one person) 10,000 A PERSONAL ADV INJURY 1,000,000 IX Retro Date 11/1/04 GENERAL AGGREGATE 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP /OP AGG 2,000,000 X POLICY PRO, JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO DXX80932947 08/01/2011 08/01/2012 (Ea accident) 1,000,000 ALL OWNED AUTOS BODILY INJURY A SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY. AGG EXCESS /UMBRELLA LIABILITY XAU57620783 08/01/2011 08/01/2012 EACH OCCURRENCE 5,000,000 X l OCCUR CLAIMS MADE AGGREGATE 5,000,000 B DEDUCTIBLE X RETENTION 0 WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LIABILITY TORY I IMITfi FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? If yes, describe under E.L DISEASE EA EMPLOYEE SPECIAL PROVISIONS below E L DISEASE POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS :entier Bank is named as an Additional Insured for liability coverages. Location Address: 736 Hanover Place, Carmel, IN 46032 "10 day notice of cancellation for nonpayment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Centi er Bank BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 600 East 84th Street OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Merrill vi 11 e, IN 46410 AUTHORIZED REPRESENTATIVE Kurt McKinley /ADW it. "2 '/0:7 ACORD 25 (2001/08) ©ACORD CORPORATION 1988 EX H 9 /4 3 623