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Civic Theatre Facility and Carmel Redevelopment Commission Agreement
ZADocuments\Shoup,Jenny\City of Carmcl'3arcel 7\Theater\CivicAgrcomout\Agreemenl with Civic.vS.wpd&Z:\Documents\Shoup,Jenny\City of CarmefParcel 7\Thcater\Civic kgreementWereement with Civic.v9.wpd THEATER FACILITIES AGREEMENT This Theater Facilities Agreement (the "Agreement") is executed this day of November, 2009, by and between The City of Carmel Redevelopment Commission ("CRC"), and Booth Tarkington Civic Theatre of Indianapolis, Inc. ("Civic"). • • 1. Definitions. Actual Payment Period shall mean the period: (a) commencing on December 31,2012; and (b)ending on the first to occur of:(i)the expiration of the Scheduled Payment Period;or(ii)the date on which Civic has paid • to CRC the full amount of the Civic Contribution. • • Allocable Utility Charges shall mean the Utility Charges paid by CRC with respect to the Theater Facilities. • Annual Payment shall mean an annual payment by Civic,the minimum amount of which shall be the amount set forth in the Payment Schedule for the applicable calendar year. At such time as Civic has paid to CRC • the full amount of the Civic Contribution, no further annual payments shall be required. Back of House Facilities shall mean the MST Back of House Facilities and/or the BBT Back of House Facilities, as applicable. Bankruptcy Default shall mean: (a) the adjudication of a party as bankrupt or insolvent; (b)the making by a party of a general assignment for the benefit of creditors;(c)the appointment of a trustee or receiver for the property of a party, 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 a party,if such involuntary petition is not vacated within 30 days after the filing thereof;(e)the filing by a party of a voluntary petition in bankruptcy or for reorganization or arrangement;(f)the filing by a party of an answer admitting bankruptcy or insolvency; or (g) a party seeking or agreeing to reorganization, arrangement, or appointment of a trustee or receiver. BBT Back of House Facilities shall mean the back of house facilities specified on the Final Plans as serving the Black Box Theater (including, as applicable, the dressing rooms, costume shop, and green room); provided that the BBT Back of House Facilities shall not include the portion of the Theater Facilities comprised of any classrooms, the rehearsal space, or the offices, notwithstanding that such facilities commonly might be included within the scope of back of house facilities. Benchmark shall mean the Sales Benchmark and/or the Endowment Benchmark, as applicable. Black Box Theater shall mean a 200 seat "black box" theater to be located within the Office Building, as generally shown on the Site:Plan. Casualty Damage shall mean damage, or full or partial destruction, due to fire or other casualty. Change Order shalt mean a change order executed by CRC and Civic finalizing the inclusion into the Final Plans of an approved change proposed in a Change Order Request;provided that,in the case of a Permitted Change, such change order shall be effective if executed only by CRC. Change Order Request shall mean a written request for a change to the Final Plans. City shall mean the City of Carmel, Indiana. Civic BBT Allocation Fraction shall mean a fraction:(a)the numerator of which is the number of dates that Civic has scheduled in the Main Stage Theater; and (b)the denominator of which is 365. • Z:Docunmtnc\Shoup,loony\City of Cannel\Parcel 7\Theater\Civic\Apecmeufvlgreemeat with Civic.vS.wpd&Z:Documents\Shoup,Jenny\City of Carmel\arcel 7\Thcncr\Civic4l_reement\Agreement with Civic.v9.wpd • Civic Classroom shall mean the classroom specified on the Final Plans as being primarily for use by Civic • for its educational programming. • • Civic Contribution shall mean an aggregate amount payable over time that has a present value of $10,000,000.00. • Civic Endowment shall mean a fund made up of gifts and bequests,which fund is subject to the requirement or the practice that the principal balance of the gifts and bequests be maintained intact(in perpetuity or for a defined period of time)and invested to create a source of income for Civic. Notwithstanding anything to the contrary set forth herein, amounts raised for the purpose of making the Annual Payments (and not for the purpose of forming a part of the principal balance of the Civic Endowment)shall not be considered to be part of the Civic Endowment (and, accordingly, shall not be counted in determining whether the Endowment Benchmark has been met). Civic Insurance Share shall mean the amount of the Insurance Costs reimbursable by Civic pursuant to Subsection 14(c)(ii). Civic Maintenance Share shall mean the amount of the Maintenance Costs reimbursable by Civic pursuant to Subsection 12(b)(v). Civic MST Allocation Fraction shall mean a fraction:(a)the numerator of which is the number of dates that Civic has scheduled in the Main Stage Theater; and (b) the denominator of which is 365. Civic Offices shall mean the offices specified on the Final Plans as being for the full-time use by Civic. Civic Offices Purchase Option shall mean the option of Civic to purchase the Civic Offices for the Offices Option Price. Civic Rehearsal Space shall mean the rehearsal space specified on the Final Plans as being for the full-time use by Civic. Civic Schedule shall mean, with respect to a Season Year, the schedule of dates on which Civic intends to use one or both of the Theaters,which schedule shall:(a)set forth the number of points being"spent"by Civic pursuant to Section 4,and, if applicable, the amount of the Supplemental Usage Fee that will be due for the Season Year with respect to which the schedule pertains;and (b)indicate any dates on which Civic requests use of the PAC. • Civic Utility Share shall mean the amount of the Utility Charges reimbursable by Civic pursuant to • Subsection 13(b). • • • Claims shall mean claims, damages, losses, costs, and expenses (including,without limitation, attorneys' • fees). • • • Commencement Date shall mean the date hereof. Common Lobby shall mean the lobby that: (a) is located in that portion of the Office Building generally depicted on Exhibit D; and (b)serves the Office Building,the Garage, and the Main Stage Theater. Z\Documents,Shoup,Jenny\City of Carmcl\Parcel t 7Nov09 • 7\Theater\Civic Agreement AGREEMENT WITH CIVIC.9 TO S.wpd -�- • Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 71Theamr\Civic Ageemcntt\gccment with Civle.v8evpd&Z:\nocuments\Shoup,Jenny\City of • Carmel\Parcel 7\Cheater\Civic6'aercementIAgreemcnt with Civic.v9.wpd Common Lobby Maintenance Costs shall mean the costs and expenses incurred by CRC to fulfill its obligations under Subsection 12(a)with respect to the maintenance,repair, and replacement of the Common Lobby. Condemnation shall mean that all or a portion of the Project is: (a) taken or condemned for public or quasi-public use under any statute or by the right of eminent domain; or (b) conveyed to a public or quasi-public body under threat of condemnation. • Contribution Minimum shall mean an aggregate amount that has a present value of$5,000,000.00. • Contribution Minimum Date shall mean the date on which Civic has paid the Contribution Minimum. If Civic makes timely Annual Payments that do not exceed the amounts specified in the Payment Schedule for each year, then,as noted on the Payment Schedule,the Contribution Minimum Date shall occur upon payment of the Annual Payment due for 2025. CPAF shall mean Carmel Performing Arts Foundation, Inc. • CPAF Schedule shall mean, with respect to a Season Year, the schedule of dates on which CPAF intends to schedule persons,groups, or organizations other than Civic into either of the Theaters,which dates shall not conflict with the dates scheduled by Civic for use of the Theaters during such Season Year pursuant to Section 5. CPAF Scheduled Date shall mean a date: (a) already scheduled by CPAF for use of a Theater; or (b) identified in a contract that has been submitted either: (i) by CPAF to a performance group or artist (or another Theater user);or(ii)by a performance group or artist(or another Theater user)to CPAF if,in the case of the contract submitted to CPAF, CPAF intends to:(A)accept the submitted contract;or(B) negotiate the submitted contract to the point of contracting with the applicable performance group or artist (or another Theater user). Current Equipment List shall mean the list of all of the MST Equipment that the parties have agreed upon as of the date hereof,which list is attached hereto as Exhibit G. Date Adjustment shall mean an adjustment to a Civic Schedule that involves: (a)dropping certain specified • dates of use of one or both of the Theaters; and (b) replacing the dropped dates with an equal or lesser. number of dates in the same Theater from which the original dates were dropped. • Deferrable Amounts shall mean the Civic Maintenance Share, Civic Insurance Share,and the rent payable by Civic pursuant to Section 6 with respect to the Civic Offices. • Deferral Period shall mean any period when neither, or only one, of the Benchmarks is being met. Stated alternatively, unless both of the Benchmarks are being met, a Deferral Period shall exist. Educational Program Notice shall mean a written notice pursuant to which Civic identifies to CPAF with as much detail and specificity as reasonably is practicable the educational programs that it will offer in the Theater Facilities during the upcoming Season Year. Examples of such detail and specificity include,without limitation:(a)the type of class(e.g., not just"dance",but"lyrical jazz dance",or"jazz dance based in the Luigi technique", or"hip-hop dance");(b)the material to be covered,to the extent not addressed in the detail with respect to the type of class; (c)the age range permitted to enroll; and (d) the level (e.g., "advanced"). Ending Date shall mean,subject to the terms and conditions of this Agreement, the first June 30g'following the 100th anniversary of the Substantial Completion Date. Z ADocuncnts\SI uup,Jenny\City of Carmel\Parcel 17Nov09 7\Thcatcr\CivicAgrccmenKAGREEMENT WITH CIVICS TO 8.wpd -3- Z:\DocumentsShaup,Jenny\City of Carmel\Parcel 7\Theater\Civic\AgrecmcndAgreemeat with Civic.v9.wpd&ZSnocumenl;Shoup,JcnnylCiry of Carmel\Parcel7\Theatcr+.CivicW¢reemcmW¢recment with Civic.v9.wpd Endowment Benchmark shall mean that the Civic Endowment has reached a level such that the value of the principal thereof equals or exceeds $$10,000,000.00. As provided in the definition of Civic Endowment, amounts raised for the purpose of making the Annual Payments (and not for the purpose of forming a part of the principal balance of the Civic Endowment)shall not be considered to be part of the Civic Endowment. Accordingly,such amounts shall not be counted in determining whether the Endowment Benchm ark has been met. Event of Default shall have the meaning set forth in Section 17. Feinstein Foundation shall mean the Michael Feinstein Foundation for the Preservation of the Great American Songbook,which is dedicated to preserving and increasing the appreciation of the Great American Songbook. Final Plans shall mean the plans, specifications, and construction schedule for the Theater Facilities, a list of which is attached hereto as Exhibit E. Financially Unable shall mean that,taking into account:(a)the principal balance of:(i)the Civic Endowment; and (ii) any other endowments, funds, and/or accounts maintained by Civic; (b) the amount of income produced by: (i)the Civic Endowment; and (ii)any other endowments,funds,and/or accounts maintained by Civic; (c) the amount of donations received by Civic that are not set aside or earmarked for, or otherwise designated to be part of: (i) the Civic Endowment; or (ii) any other endowments, funds, and/or accounts maintained by Civic; (d) the amount of income produced by the foregoing donations; (e) the number and amount of pledges that have been made to Civic for:(i)deposit into the Civic Endowment;(ii)deposit into any other endowments, funds, and/or accounts maintained by Civic; (iii) payment of the Annual Payments; or (iv) payment of operating and/or other expenses; or (iv) any other purposes; (f) the reasonably projected income to be produced by the foregoing pledges;(g)the historical, and reasonably projected future,operating and/or other revenue generated or to be generated by Civic; and (h) the historical, and reasonably projected future,operating and/or other expenses incurred or to be incurred by Civic; Civic will be unable to make the Annual Payments from and after the Contribution Minimum Date. Finish Selections shall mean specifications and final selections with respect to the items and/or categories set forth on Exhibit F-1. Force Majeure shall mean,with respect to CRC or Civic: (a)an act or omission of the other party; or(b)any other cause that is not within the reasonable control of CRC orCivic,respectively(including,without limitation: (i) unusually inclement weather; (ii) the unusual unavailability of materials, equipment, services or labor; or (iii) utility or energy shortages or acts or omissions of public utility providers). Garage shall mean the parking garage to be located on the Site,as generally shown on the Site Plan. Certain of the Theater Facilities shall be located within the Garage. Garage Option Price shall mean an amount equal to:(a)the cost to construct the portion of the Civic Offices located in the Garage (determined by allocating to the portion of the Civic Offices located in the Garage a portion of the construction costs for the Garage, which allocation shall be based upon the ratio of the square footage of the portion of the Civic Offices located in the Garage to the total square footage of the Garage); plus (ii)the build-out costs incurred by CRC in connection with the portion of the Civic Offices located in the Garage. L\nocumcnts\Shoup.Jcnay`,City of Carmel arcel 17Nov09 71Theater\Civic Agreemcnt'.AGREEME6'1'WITH CR/IC.9 TO S.wpd -4- Z:\Documents1Shoup,Jenu;\City of Carmel\Parcel7\Thcater\Civic Agreement Agreement with Civic.v8.wpd&Z.\Ducumcnts\Shoup,Jenny\City of Cannel\Parcel 7\Theater\CivioWerecment Agreemetn with Civic.v9.wpd Great American Songbook shall mean the uniquely American composition of music, lyrics, culture, and history created by artists of the 20'" century such as Harold Arlen, Irving Berlin, Hoagy Carmichael, Cy Coleman,Duke Ellington,George and Ira Gershwin,Jerome Kern,Johnny Mercer,Cole Porter, Rodgers and Hart, and Rodgers and Hammerstein; provided that the foregoing list is by no means exclusive. The music of the Great American Songbook,often referred to simply as the"standards",was composed primarily(though not exclusively)for:(a)Broadway and Hollywood musicals;(b)vocalists such as Frank Sinatra,Tony Bennett, Rosemary Clooney,and Barbra Streisand;and (c)big bands;picked up,interpreted,and recorded by singers and musicians of every type, and broadcast on the radio, thereby becoming a popular form of music for the masses prior to the advent of rock and roll. The Great American Songbook remains popular,and continues to evolve to this day. Initial Rent Period shall mean the period: (a) commencing on the Substantial Completion Date; and (b) ending on the date that is 20 years after the first July 121 following the Substantial Completion Date (accordingly, the Initial Rent Period shall end on June 30th). Insurance Costs shall mean all reasonable, actual, out-of-pocket costs and expenses incurred by CRC or CPAF in connection with fulfilling the obligations under Subsections 14(a)and 14(b)with respect to insurance covering the Theater Facilities. Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and/or decrees. Main Stage Theater shall mean a 500 seat, high quality, fully functional, and modern "main stage" theater to be located on the Site, as generally shown on the Site Plan. Maintenance Costs shall mean: (a) all reasonable, actual, out-of-pocket costs and expenses incurred by CRC or CPAF in connection with fulfilling the obligations under Subsection 12(a) with respect to the maintenance, repair, and replacement of: (i)the Theater Facilities; and/or(ii)the Structural Elements of the building in which the Main Stage Theater is located; together with (b) the amounts of the 08 Structural Maintenance Costs and the Common Lobby Maintenance Costs allocated to Maintenance Costs pursuant to Subsection 12(b). Master Equipment List shall mean the complete master list of the MST Equipment. MST Back of House Facilities shall mean the back of house facilities specified on the Final Plans as serving the Main Stage Theater (including, as applicable, the dressing rooms, costume shop, and green room); provided thatthe MST Back of House Facilities shall not include the portion of the Theater Facilities comprised of any classrooms, the rehearsal space, or the offices, notwithstanding that such facilities commonly might be included within the scope of back of house facilities. MST Box shall mean that certain"box°in the Main Stage Theater that is depicted on the Final Plans,in which "box"there will be located "box seats". MST Equipment shall mean the equipment to be used in the operation of the Main Stage Theater. OB Structural Maintenance Costs shall mean the costs and expenses incurred by CRC to fulfill its obligations under Subsection 12(a)with respect to the maintenance,repair,and replacement of the Structural Elements of the Office Building. Office Building shall mean the office building to be located on the Site, as generally shown on the Site Plan. Z:\Documcros\Shoup.JcanylCity of CarmelPurcel f'mbv09 ]\Theater\CiviclAgrecmcaPAGREEMHNl'WITH CIVIC.9 TO 8.svpd -5- • Z:\Documents\Shoup,Lenny\City of Carmel Parcel 7\Thcater\Civic4\grcemcnoAgrecment with Civic.vE.wpd&Z^Documcnts\Shoup,Jenny\City of Carmel\Parcel 7\ThemerCivic\AEreemeniAgreement with Civic.v9.wpd Office Building Option Price shall mean the greater of: (a)the fair market value of the portion of the Civic Offices located in the Office Building at the time of the purchase thereof;or(b)an amount equal to:(i)the cost to construct the portion of the Civic Offices located in the Office Building (determined by allocating to the portion of the Civic Offices located in the Office Building a portion of the construction costs for the Office Building,which allocation shall be based upon the ratio of the square footage of the portion of the Civic Offices located in the Office Building to the total square footage of the Office Building); plus (il) the build-out costs • incurred by CRC in connection with the portion of the Civic Offices located in the Office Building, • Offices Option Price shall mean an amount equal to the sum of: (a) the Office Building Option Price; plus (b)the Garage Option Purchase Price. PAC shall mean a world-class concert hall having seating for at least 1600 patrons and N-1 level acoustics, which concert hall currently is being constructed on real estate located:(a)directly north of the Village on the Green; and (b) adjacent to the southern right-of-way of City Center Drive (126`h Street). Payment Period shall mean the Scheduled Payment Period or the Actual Payment Period, as applicable. Payment Schedule shall mean the payment schedule attached hereto as Exhibit B. Permitted Change shall mean any change by CRC to the Final Plans, so long as such change: (a) is not inconsistent with the portion of the Final Plans comprised of the design development documents; (b) is in conformity with the Laws;(c)does not result In the Final Plans containing structurally flawed elements; and (d)does not make it unlikely, impracticable, or impossible for CRC to complete the Theater Facilities by the applicable date set forth in the construction schedule that comprises a portion of the Final Plans. Project shall mean the Theater Facilities,the Office Building (to the extent not already included as part of the Theater Facilities), and the Garage (to the extent not already included as part of the Theater Facilities), Real Estate Taxes shall mean real estate taxes and assessments levied on, against, or with respect to the Theater Facilities. Reduced Rights Option shall mean the option to have the Civic Contribution reduced to the Contribution Minimum,so that, as of the Contribution Minimum Date,Civic shall have no further obligation to pay the Civic Contribution so long as: (a) this Agreement remains in full force and effect; (b)there is no Event of Default by Civic; and (c)Civic has paid the full amount of the Contribution Minimum. Sales Benchmark shall mean that,with respect to a Season Year,the rate of ticket sales for regular season performances in the Main Stage Theater averages 80% of the total seats in the Main Stage Theater. Scheduled Payment Period shall mean the period: (a)commencing on December 31,2012;and(b)ending on date set forth on the Payment Schedule. Season Year shall mean the 12 month period commencing on July tat and ending on the following June 30th. Show Title Notice shall mean a written notice pursuant to which Civic identifies to CPAF the titles of the shows that it will mount or present in the Main Stage Theater and/or the Black Box Theater during the upcoming Season Year. Site shall mean that certain real estate depicted on the Site Plan. Site Plan shall mean the site plan attached hereto as Exhibit A. Z:Documents\Shoup,Jenny\City of Carmel\Parcel 17Nov09 71Theater\CivicWgreement AGREEMENT WITH CIVIC9 TO 8.wpd -6- Z:V)ocumcnts'Shuup,Jennv\Ciy of Car mel\Parcc!7\I'heater\Civic Agreement\Agrecmenr with Civic.v8.wpd&Z:\)ocuments\Shoup,Jenny\City of Carmel\Parca 7\Th cotcr\CivictAgrccmcn tlAgrccmcnc with Civic.v9.npd Songbook Educational Program shah mean an educational program that is offered or presented by or in conjunction with the Feinstein Foundation as part of its aim to preserve and increase the appreciation of the Great American Songbook. Structural Elements shall mean the roof, foundations, exterior walls, and other structural elements. Substantial Completion Date shall mean the date on which the Theaters have been substantially completed in accordance with the Final Plans, subject to identified "punch-list" items that do not prevent use of the Theaters for their intended purposes;provided that CRC shall cause the Substantial Completion Date to occur on or before June 1, 2011. Supplemental Usage Fee shall mean a fee of$1,096.00 per additional point that is: (a) in excess of the 615 points allocated to Civic per Season Year pursuant to Subsection 4(a);and (b)"bought"by Civic as provided in Subsection 4(b) to "spend" on additional days in the Theaters. The standard fee charged to other users of the Theaters shall not be less than: (a) $1,096.00 per day for the Black Box Theater; or(b)$2,192.00 per day for the Main Stage Theater; accordingly, no party shall pay less that Civic is expected to pay(and Civic shall not pay more than other users are expected to pay)for use of the Theaters; provided that, in the case when CRAP is: (a) acting as a presenter of a performance group, artist, or other Theater user (stated alternatively,when CPAF is paying a fee to a performance group, artist,or other Theater user for presenting in a Theater);or(b) producing a performance in a Theater; then the foregoing provision with respect to the standard fee charged to users of the Theaters shall not apply. Term shall mean the term of this Agreement, as determined pursuant to Section 2. Theater shall mean the Main Stage Theater and/or the Black Box Theater, as applicable. Theater Facilities shall include the Main Stage Theater,the Black Box Theater,the Back of House Facilities, rehearsal space (including the Civic Rehearsal Space), one or more classrooms (including the Civic Classroom),the costume shop,administrative offices(including the Civic Offices),and a reception room and service area, regardless of the location of any of the foregoing within the Project. Utility Charges shall mean all usage and othercharges or fees for utility services(including,withoutlimitation, water, sanitary sewer, natural gas, electricity, telephone, and cable services) provided to the Project or a portion thereof. Village on the Green shall mean that certain real estate, together with improvements located (or to be located)thereon,that is located directly north of the Site. VOTG shall mean Village on the Green, LLC. 2. Term. The Term shall:(a)commence on the Commencement Date;and (b)end on the Ending Date; provided that, on or about the Substantial Completion Date, CRC and Civic shall execute a statement confirming the Substantial Completion Date and the scheduled Ending Date. 3. Annual Payments. Commencing on December 31, 2012, and continuing thereafter on each December 31 during the Payment Period,Civic shall pay the Annual Payments to CRC. At such time as Civic has paid to CRC the full amount of the Civic Contribution, CRC shall convey to Civic via limited warrantydeed: (a)fee simple title to the Civic Rehearsal Space; and (b) an undivided 50% tenant-in-common interest in the Main Stage Theater and the MST Back of House Facilities; provided that: (a)this Agreement remains in full Z:\Documcuts\Shoup.Jenny\City of Carmel\Parccl 17Nov09 7ULeaccr\Civic\Agreement AGREEMENT WITH CIVIC.9 TO 8.wpd -7- Z:\Docvments\Shoup,fenny\City of Carmel\Parcel 7\Theater\CivicW grecmentiAgrcemcnt with Civic.vS.wpd S Z:\Documcats`.Shoup,Jenny\City of Camicl\Parcel 7\'fheater\Civic Agreement Wnrecment with Civic.v9.wpd force and effect; and (b) there is no Event of Default by Civic; as of the date on which Civic has paid to CRC the full amount of the Civic Contribution. Under the terms and conditions of the deed for the Main Stage Theater and the MST Back of House Facilities, neither party shall have the right to: (a) require a partition of the Main Stage Theater or the MST Back of House Facilities; or(b) convey its interest in the Main Stage Theater or the MST Back of House Facilities. 4. Theater Use. (a) Point System. In exchange for the Civic Contribution, Civic shall receive a base allocation of 615 points per Season Year. When preparing the•Civic Schedule, Civic shall have the right to "spend" its points on days in one or both Theaters on the Following basis: (i) One day of use of the Black Box Theater shall"cost"one point;and (ii) One day of use of the Main Stage Theater shall"cost"two points. (b) Additional Use. CRC recognizes that Civic may wish to "buy" additional points in a Season Year for additional use of the Theaters. Accordingly, Civic shall have the right to 'buy" up to 65 additional for each Season Year that it can "spend"on additional days in the Theaters; provided that: (i) only 20 such points may be "spent" on use of the Main Stage Theater; and (H)the preceding limitations on "buying"and "spending"additional points shall have no effect on the ability of Civic to schedule additional days in the Theaters pursuant to Subsections 5(b)(iv)and (v). If Civic elects to"buy"additional points in a given Season Year, then the Supplemental Usage Fee shall be payable on the date that the Annual Payment for such Season Year is due (or, after the expiration of the Actual Payment Period, on the first day of the Season Year in which Civic has elected to "spend" such additional points). (c) Credits Back. If, at the time that Civic delivers a Show Title Notice pursuant to Subsection 10(a), Civic: (i) notifies CPAF that certain specified show titles will incorporate sets that may be cleared from the stage (which may include flying such sets up into the fly space)so that,although Civic has reserved use of one or both Theaters on a particular date, if Civic will not actually be using the Theater for a show or a rehearsal, it is feasible that the applicable Theater could be used by a person,group, or organization other than Civic; and (ii) specifies dates on which Civic is willing to make the applicable Theater available for.use by a person, group, or organization other than Civic; then: CO to the extent that an available date is any of: (A) Monday through and including Thursday, Civic shall receive a credit of % point;or(B)Friday through and including Sunday,Civic shall receive a credit of one point; which credited points can be "spent" by Civic for additional days of use of the Theaters. No: (i) limitation on use by Civic of the Main Stage Theater; (ii) limitation on Civic "buying" more than 150 additional points; or(iii) payment of a Supplemental Usage Fee; shall apply with respect to the "spending" by Civic of any of the points credited to it pursuant to this Subsection. Any points not"spent" during the Season Year in which they are credited shall roll over to the next Season Year;provided that, to the extent that any such points have not been "spent" by the end of the second Season Year,such points shall expire and Civic shall have no further rights to "spend"such points. (d) Continuation. The terms and conditions of this Section shall continue after the expiration of the Actual Payment Period, notwithstanding that Civic no longer is obligated to make any Annual Payments (stated alternatively, Civic's use rights with respect to the Theaters,together with the paint system,shall apply for the entirety of the Term,and not just during the Payment Period). Z:\Documents\Shoup,Jenav\City of Carmcl\Parcct 17Nov09 7\Theater\Civic\AgreementiAGREEMENT WITH CIVIC.9 TO 8 wpd -g- Z:\locummus\Shhoup,Ienay1City of CarmchParccl TThcatcr\Civic',Agrccmcm\Agrccmcnt with Civic.v8.wpd&Z:\Documents\Shoup,Jenny\City of CarmclWamcl TTheatcr\Civic'ercemennAereement with Civic.v9.wpd 5. Theater Scheduling. (a) General Schedule. CPAF shall maintain the schedule with respect to the Theater Facilities in accordance with the terms and conditions of this Section and Sections 7, 9, and 10, and Civic shall contact CPAF directly to schedule use of the Theater Facilities with respect to which Civic does not have full-time use. Any disputes with respect to scheduling of the Theaters shall be resolved by CPAF, acting reasonably and in good faith, with such resolution by CPAF being binding on the parties. (b) Schedule Process. (i) By January 1,2010, Civic shall submit to CPAF the Civic Schedule for:(A)the Season Year beginning July 1, 2011 (which Civic Schedule may reflect that Civic has the right to access the Main Stage Theater on a date not later than August 1, 2011); and (B) the Season Year beginning July 1, 2012. By January 1, 2011, Civic shall submit to CRAP the Civic Schedule for the Season Year beginning July 1,2013. Continuing on each January 1 thereafter during the Term, Civic shall submit to CPAF the Civic Schedule for the Season Year to begin 42 months thereafter. The result of the foregoing is that, from and after January 1, 2011, Civic shall be submitting each Civic Schedule three Season Years in advance, so that, subject to the terms and conditions of this Section, Civic always has its dates for the Main Stage Theater and/or the Black Box Theater"locked in" for the next three Season Years. So long as the Civic Schedule submitted to CPAF on January 1 complies with the requirements of this Agreement with respect to scheduling use of the Theaters (including the requirements with respect to: (A) "spending" points; and (B) scheduling use in blocks of days), Civic shall be scheduled to use the Main Stage Theater and/or the Black Box Theater on the dates indicated in the Civic Schedule. (ii) Beginning on April 1, 2010, and continuing on each April 1 thereafter during the Term, CRC or CPAF shall submit to Civic the CPAF Schedule for the next immediate Season Year to begin three months thereafter. So long as the dates on the CPAF Schedule for a Season Year do not conflict with the dates scheduled by Civic for use of the Theaters pursuant to this Section, CPAF may schedule persons, groups, or organizations other than Civic into the Main Stage Theater and/or the Black Box Theater on the dates indicated in the CPAF Schedule. (iii) If,at any time after submission of a Civic Schedule,Civic desires to make a Date Adjustment, then Civic shall provide written notice of the desired Date Adjustment to CPAF, which notice shall set forth the dates requested to be replaced, and the requested replacement dates. So long as the desired replacement dates do not conflict with any CPAF Scheduled Dates for use of the applicable Theater,the applicable Civic Schedule shall be deemed to have been revised to reflect the Date Adjustment. If the desired replacement dates do conflict with CPAF Scheduled Dates for use of the applicable Theater, then: (A) CPAF shall provide to Civic written notice of such conflict within five business days after receipt of the notice of the desired Date Adjustment; and (B) the Civic Schedule shall not be Z:\Documcnu\Shoup,loony City of CarmcIU'arocl 17Nov09 T'Rica to\Civic\AgrcomcnthAGREEMENT WITH CIVEC.9 TO 8.wpd -9- 2:\Documcnts\Shoup,Jenny\City of Camiel\parcel 7\Thcator\Civic\AgreemenPAgreement with Civic.v8 wpd&2:\Documents\Shoup,Inmy\City of Carmel\Parcel 7\[heater\Civie\Agrccmeut\Aur eement with Civ ic.v9.wpd deemed to have been revised to reflect the Date Adjustment; provided that Civic and CPAF shall work in good faith to determine whether a portion of the Date Adjustment can be implemented in a mutually satisfactory manner. (iv) If, after completion of the Civic Schedule and the CPAF Schedule for an upcoming Season Year, dates remain open in either Theater, then such dates shall be available for scheduling on a first-come, first-served • basis; provided that: (A) to schedule any such dates, the scheduling party shall deliver written notice to the other party; and (B) until the commencement of the Season Year with respect to which such schedule pertains, Civic may not schedule more than 20 additional days in the Main Stage Theater. (v) Except as specifically provided in Subsection 5(b)(iv), no: (A) limitation on use by Civic of the Main Stage Theater; (B) limitation on Civic "buying" more than 65 additional points; or (C) payment of a Supplemental Usage Fee;shall apply with respect to the scheduling by Civic of any remaining open dates pursuant to Subsections 5(b)(iv). This Subsection shall not be deemed in any way to reduce the rights granted to Civic pursuant to Subsection 5(b)(iv). (vi) If, in a Civic Schedule,Civic has requested dates in the PAC, then CPAF shall use reasonable, good faith efforts to accommodate Civics. requested use of the PAC on such dates, taking into account all other performances that have been, are in the process of being, or are planned to be scheduled in the PAC. If Civic uses the PAC,then such use shall be on the customary terms and conditions(including charges and fees)for use of the PAC. (c) Use Blocks. With respect to the Main Stage Theater, the Civic Schedule shall comply with the following: (I) Blocks of days during which Civic reserves use of the Main Stage Theater shall not exceed 35 days in length; provided that any two such blocks may be scheduled "back-to-back" (accordingly, use by Civic of the Main Stage Theater could span two consecutive blocks of up to 35 days each, but not three or more consecutive blocks). (H) Whenever there Is a period between blocks of days during which Civic reserves use of the Main Stage Theater (including when a period between such blocks is required by Subsection 5(c)(i)), each such period shall be either: (A)two days or fewer; or(B)seven days or more;provided that, in each of the spring and the fall, there shall be a period of at least 14 days between blocks of days during which Civic reserves use of the Main Stage Theater. (iii) During the 70-day period beginning on the Monday of the second week of November, Civic shall not reserve more than 42 days of use of the Main Stage Theater, all of which days shall be part of a single block that complies with the requirements of Subsections 5(c)(i) and (ii). ZADucumcnts\Shoup,tunny\City of CunncI\I'u¢ul 17Nov09 7\Thcatcr\CivicWyrcemeneAGREEMENT WITH CIV[C.9 TD 8.wpd -10- Z:\UocumentsShoup.Jenny\City of Ca:mel\Pamei 7\Theater\Clvic'Agreemeat Agreement with Civic.vS.wpd&ZN)ncuments\Shoup,Jenny\City of CannclWarc cl 7\Thcater\Civic1Aerccmcnt\Agreement with Civic.9.wpd 6. Civic Offices. (a) Lease. Civic shall lease the Civic Offices for the Term pursuant to a lease in form and substance reasonable acceptable to CRC and Civic;provided that,in all events the lease shall:(i)contain the Civic Offices Purchase Option,which shall be exercisable by Civic at any time during the Initial Rent Period; and (ii)be consistent with the terms and conditions of this Section. • (b) Rent. (i) If the entirety of the Civic Offices would have been located within: (A) the Office Building, then, during the Initial Rent Period, the annual rental rate for the Civic Offices would have been $100,000.00, which amount reflects a per square foot rental rate of$2175;or (B) the Garage then,during the Initial Rent Period,the annual rental rate for the Civic Offices would have been $33,000-00, which amount covers: (1) the build-out costs that CRC would incur in connection with the Civic Offices; and (2) a reasonable rental rate for flex office space. (ii) CRC and Civic acknowledge that: (A) the entirety of the Civic Offices will not be located within only the Office Building or only the Garage; and (B) instead: (1) the majority of the Civic Offices will be located in the Office Building; and (2) the remainder of the Civic Offices will be located within the Garage. Accordingly, during the Initial Rent Period, the annual rental rate for the Civic Offices shall be the sum of: (A) an amount determined by multiplying$21.75 by the square footage of the Civic Offices located in the Office Building; plus (B) $33,000.00 multiplied by a fraction: (1) the numerator of which is the square footage of the Civic Offices located in the Garage; and (2) the denominator of which is the total square footage of the Civic Offices. (iii) If, at the end of the Initial Rent Period, Civic has not acquired the Civic Offices, then, beginning upon the expiration of the Initial Rent Period: (A) the annual rental rate for the portion of the Civic Offices located in the Office Building shall be the then-current fair market rental value of such portion of the Civic Offices, adjusted periodically throughout the remainder of the Term to reflect in arket increases; and (ii) and continuing every five years thereafter during the Term, the annual rental rate for the portion of the Civic Offices located in the Garage shall increase by 5%. Z:\Documcnrs\Shoup,Jenny\City of Carmcl\Parcel I7Nov t9 7\ hcater\Civic\Agrecnent\AGREEAIENT WTTee CIVIC.9 TO S.wpd -) 1- Z:VJocuments\Shoup,Jenny,City of Carmel Parcel 7\Thca ter\Civic\Agrccmeot\Agrcement with Civic.vS.wpd&Z:\Documents\Shoup,Jenny\City of Carmcl\Parcet 7\Thcatcr\Civicl\greement'Aercemem with Civic.v9.wpd 7. Use-Additional Facilities. The terms and conditions of this Section shall continue after the expiration of the Payment Period,notwithstanding that Civic no longer is obligated to make any Annual Payments(stated alternatively, Civic's use rights under this Section shall apply for the entirety of the Term, and not just during the Payment Period). (a) Additional Offices. Offices in addition to the Civic Offices shall be available, on any given date: (i) first, to the person, entity, or organization that is scheduled to use the Main Stage Theater on such date; (ii) second, to the person, entity, or organization that is scheduled to use the Black Box Theater; and(iii)third, to any person, entity, or organization that schedules use through CPAF on a first-come, first-served basis. (b) Rehearsal Space. (i) In exchange for the Civic Contribution, Civic shall have the right to full-time use of the Civic Rehearsal Space. As provided in (and subject to the terms and conditions of) Section 3, at such time as Civic has paid to CRC the full amount of the Civic Contribution, CRC shall convey the Civic Rehearsal Space to Civic. (ii) Rehearsal space in addition to the Civic Rehearsal Space shall be available, on any given date: (A) first, to the person, entity, or organization with the next scheduled show, perform ance, or event in the Main Stage Theater; (B) second, to the person, entity, or organization with the next scheduled show, performance, or event in the Black Box Theater; and (C) third, to any person, entity, or organization that schedules use through CPAF on a first-come, first-served basis. Notwithstanding the foregoing, if Civic has the next scheduled show,performance,or event in the Main Stage Theater, then the rehearsal space in addition to the Civic Rehearsal Space shall be available first to the person, entity, or organization with the next scheduled show, performance, or event in the Black Box Theater. (c) Classroom Space. (i) In exchange for the Civic Contribution, Civic shall have the right to use the Civic Classroom for a maximum of 48 hours per week; provided that, Civic shall schedule such use through CPAF at least 60 days in advance. (ii) Except to the extent that Civic has scheduled use of the Civic Classroom as permitted in Subsection 7(c)(i),the Civic Classroom shall be available to any person, entity, or organization that schedules use through CPAF on a first-come,first-served basis. (iii) If the Theater Facilities include additional classrooms, then such classrooms shall be available to any person, entity, or organization that schedules use through CPAF on a first-come, first-served basis. (d) Back of House Facilities. Z:Wocuments\Shoup,Jenny\City of Carmeiwarcel 17Nav09 7\Thea tceCivic\Agreement\AGREEMENT WITH CIVIC.9 TO 8.wpd -I2- Z*Documents\Shoup,lean)\City of Carmel\Parcel 71Ilieatcr\Civic\Agreement\Agrecmcnt with Civic.v3.wpd S Z:\Doouments\Shoup,Jenny\City of Carmel\Parcel 7\Theater\C ivic\A ecemcnMereement with Civic.v9.wpd (i) The MST Back of House Facilities shall be available, on any given date, to the person, entity, or organization that is scheduled to be using the Main Stage Theater on such date. (ii) The BBT Back of House Facilities shall be available, on any given date, to the person,entity, or organization that is scheduled to be using the Black Box Theater on such date. (a) Reception Area. The portion of the Theater Facilities comprised of the reception room and service area shall be available, on any given date:CO first, to the person, entity, or organization that Is scheduled to be using the Main Stage Theater on such date; (ii)second, to the person, entity, or organization that is scheduled to be using the Black Box Theater on such date; and (iii) third, to any person, entity, or organization that schedules use through CPAF on a first-come, first-served basis. (f) Costume Shop. The portion of the Theater Facilities corn prised of the costume shop shall be available primarily for use by Civic; provided that,other users of the Theaters shall have access to a separated area within the costume shop for the limited purposes of: (i) performing minor repairs to their costumes; and/or (ii) using laundry facilities to launder their costumes. No user other than Civic shall be permitted to build costumes in the costume shop. (g) Parking. Parking in the Garage shall be available for Civic and its patrons on a first-come, first-served basis. CRC shall have the right to institute fees for parking in the Garage that are standardized with the parking fees charged by CRC in other parking garages thatserve the PAC and/or the Theaters;provided that:(i)during the Season Years beginning July 1,2011,and July 1,2012,such fees shall not exceed$2.00 per vehicle;and(ii)from and after the Season Year beginning July 1. 2013: (A) any increase in such fees shall be reasonable:and(ii)Civic shall receive advance written notice of any reasonable fee increase. Notwithstanding the foregoing: (i)with respect to each Civic performance, Civic shall have the right to a number of free parking spaces in the Garage equal to:(A)the number of cast and crew members, ushers, and Civic employees performing in and/or working at such performance; plus (B) 50; and (ii) at all other times, parking shall be free for: (A) Civic employees; or (B) Civic cast or crew members attending a rehearsal or meeting in the Theater Facilities, 8. Naming. (a) General Requirements. Civic shall adopt official and operating names that either: (I)are geographically neutral(e.g.,do not include any geographical reference);or(ii)include a geographical reference that either: (A) specifically Identifies the City (and no other municipality);or(B)identifies a geographical area that includes the City without specifically identifying any municipality(e.g., Central Indiana). (b) Theater Facilities Naming. The overall name of the Theater Facilities(including any name on the parapet of the main entrance to the Theater Facilities)will not make reference to any particular performance organization. (c) Main Stage Naming Right. Subject to the terms and conditions of: (i)Subsections 8(a)and(b);and(ii)Subsection 10(d);in exchange for the Civic Contribution, Civic shall have naming rights with respect to the Main Stage Theater (including naming Z:\Oocumcnts\Sltoup.Jenny\City of Carmel\Parcei 17Nov09 7\Thcater\Civic1AgreemenMGREEMENT WITH CIVIC.9 TO S.wpd —1.3— • ZADocuments\Shoup,Jenny\City of Carmel\Parcel 7 V1'hcmer\Civic\Agrecmene\Agrecnumt with Civic.v8.wpd S Z:\Documents\Shoup,Jcnny\City of Carmel\Parcel 7\Thcatc r\Civic\A^recmcut\Agreement with Ci vic.v9,wpd rights with respect to all individual elements within the Main Stage Theater other than the MST Box). As provided in Subsection 10(d),naming rights with respect to the MST Box shall belong to VOTG or its designated affiliate. 9. Operations. (a) Civic. Civic shall mount in the Main Stage Theater and/or the Black Box Theater a minimum of 50 performances per Season Year_ For each block of eight or more days that Civic reserves use of the Main Stage Theater pursuant to this Agreement,Civic shall mount in the Main Stage Theater a minimum number of performances equal to: (i)the number of days in such block; multiplied by(ii) .25; and rounded to the closest whole number. (b) CPAF. CPAF: (i) shall not book a Broadway-style series into the Main Stage Theater; (ii) shall cooperate with Civic in connection with marketing efforts, including that CPAF shall incorporate Civic in marketing materials that include other resident companies of the Theater Facilities and/or the PAC; (iii) shall operate the box office for the Theaters; provided that at Civic's election,the box office staff shall include a Civic employee;(iv)shall explore with Civic the feasibility of a single playbill for the Theater Facilities and the PAC; (v)shall aid Civic in building an audience in Carmel;and (vi)shall collaborate,cooperate,and communicate with Civic with respect to the solicitation of capital campaign contributions. (c) PAC and Village on the Green. CRC shall: (i)complete (or cause the completion) of the PAC; (ii) maintain the PAC and the Village Green (or cause the PAC and the Village Green to be maintained)in a good,safe,structurally sound (to the extent applicable),clean, and sightly order and condition that complies with the Laws; and (Hi) operate (or cause the operation) of the PAC. • 10. Exclusives. (a) Show Titles. (i) On each January 1 during the Term,Civic shall deliver a Show Title Notice to CPAF. (ii) If, on the date on which the Show Title Notice is delivered, no persons,groups, or organizations have been scheduled into the Theaters for the purpose of mounting or presenting any of the show titles identified in the Show Title Notice, then Civic shall have the exclusive right, for the upcoming Season Year, to mount or present in the Theaters the shows identified in the Show Title Notice. Accordingly,neither CPAF nor CRC shall schedule persons, groups, or organizations into the Theaters during the upcoming Season Year for the purposes of mounting or presenting any of the shows identified in the Show Title Notice. (iii) If,on the date on which the Show Title Notice is delivered,there are persons, groups, or organizations that have been scheduled into the Theaters for the purpose of mounting or presenting one or more of the show titles identified in the Show Title Notice, then CPAF shall deliver to Civic notice thereof on or before February 1,together with a list of the remainder of the show titles scheduled to be mounted or presented in the Theaters for the upcoming Season Year Civic may, but shall be under no obligation to, • Z:\DUCuments\Shoup,Jenny\City or Cannel'`parcel 17Nov09 7\Theater\Civic1AgreemcntAGREEMENT WITH CRVIC.9 TO 8.wpd -1 4- Z\Documcnts\Shoup,JcanyACity of Carmehparcel 7Rheater\Civic\Agrccmcnt\Agrcumcut with Civic.vg.wpd&Z:Wocumcnts\.Shoup,Jenny\City of Camtel\Parc el 7\Theater\Civic\A grecmcat\Aerecmcnt with C ivic.v9.wpd replace any show titles already scheduled to be mounted or presented in the Theaters for the upcoming Season Years with other show titles not already scheduled to be mounted or presented in the Theaters for such Season Year; provided that, if Civic:(A)elects not to replace a show title,then Civic shall not have the exclusive right to mount or present that show title in the • Theaters during the upcoming Season Year, to the extent that such show title already is scheduled to be mounted or presented in the Theaters by other persons, groups, or organizations; or (B) delivers written notice to CPAF on or before April 1 of a replacement show title, then, from and after the date on which Civic provides to CPAF the name of the replacement show title, neither CPAF nor CRC shall schedule persons, groups, or organizations into the Theaters during the upcoming Season Year for the purposes of mounting or presenting such show. (b) Educational Programs. (i) On each January 1 during the Term, Civic shall deliver an Educational Program Notice to CPAF. (ii) If, on the date on which the Educational Program Notice is • delivered, there are no Songbook Educational Programs that have been scheduled into the Theater Facilities for the upcoming Season Year that are substantially the same (in type, material, age range, and level) as the educational programs identified in the Educational Program Notice, then Civic shall have the exclusive right, for the upcoming Season Year, to conduct in the Theater Facilities the educational programs identified in the Educational Program Notice. Accordingly, neither CPAF nor CRC shall schedule any educational programs (including Songbook Educational Programs)into the Theater Facilities during the upcoming Season Year that are substantially the same (in type, material, age range, and level) as the educational programs identified in the Educational Program Notice. (iii) If, on the date on which the Educational Program Notice is delivered, there are Songbook Educational Programs that have been scheduled into the Theater Facilities for the upcoming Season Year that are substantially the same (in type, material, age range, and level) as the educational programs identified in the Educational Program Notice, then CRAP shall deliver to Civic notice thereof on or before February 1,together with a list of all Songbook Educational Programs that have been scheduled into the Theater Facilities for the upcoming Season Year. Civic may, but shall be under no obligation to, replace any educational programs that are substantially the same as the Songbook Educational Programs with educational programs that are not substantially the same as the Songbook Educational Programs; provided that, if Civic: (A) elects not to replace an educational program,then Civic shall not have the exclusive right to conduct that educational program in the Theater Facilities during the upcoming Season Year,to the extent that there is a Songbook Educational Program substantially the same (in type, material,age range,and level)that already • • has been scheduled into the Theater Facilities;or(B)delivers written notice to CPAF on or before April 1 setting forth a detailed description of a replacement educational program, then, from and after the date on which Z\Dacuments\Shoup,Jenny\City of Camrct\i'arcel 17Nov09 'r\Thca:cr\Civic\Agrccmcot\AGREEb1ENT WITH CIVICS TO Swpd -15- Z9Dacuments\Shoup,Jena).Ciy of Carmcl\Parcel TI'hcatertivicIAgrcementhAgrecment with Civic.v8.wpd Sc Z9Documems\Shoup.Jenny\City of Camel\Parecl 7\Theater\Civi c\Aer ccmcnthAercem cnt with Civic.v9.w pd Civic provides to CPAF the detailed description of the replacement educational program,neither CPAF nor CRC shall schedule any educational programs (including Songbook Educational Programs) into the Theater Facilities during the upcoming Season Year that are substantially the same • (in type, material, age range, and level) as the replacement educational program. (iv) To the extent that Civic has an exclusive rights to conduct an educational program in the Theater Facilities for a Season Year, such exclusivity shall continue so long as Civic conducts such educational, program in successive Season Years,without skipping one or more Season Years. By way of example, if Civic has the exclusive right to conduct an educational program for Season Year 2012/2013, then neither CPAF nor CRC shall have the right to preclude such exclusivity for Season Year 2013/2014 by scheduling, prior to January 1,2013 (the date on which Civic • delivers its Educational Program Notice for the 2013/2014 Season Year), a Songbook Educational Program that is substantially the same (in type, material, age range, and level) as the educational program with respect to which Civic has exclusivity in Season Year 2012/2013 Season Year. Instead, Civlc's right of exclusivity shall continue until such time as Civic either: (A) delivers an Educational Program Notice that does not include such educational program;or(B)actually ceases to conduct the educational program; at which time the exclusivity with respect to such educational program shall terminate; provided that such termination shall not preclude Civic from obtaining exclusivity with respect to such educational program in a subsequent Season Year in accordance with the terms and conditions of this Subsection. (v) Lectures and Lessons. The exclusives contemplated pursuant to this Section apply only to an educational program that:(A)commonly would be referred to as a "class"; and (B)generally can be described as a series of consecutive meetings:(1)at which a subject or skill is taught by the same person or group of people; and (2) intended to be attended by the same group of people. To qualify as a "class", such meetings shall: (A) have a unifying, specified, and relatively narrow theme (e,g., not just"dance", but "lyrical jazz dance",or"jazz dance based in the Luigi technique",or"hip-hop dance');and(B)contem plate or require significant active participation by the attendees. The exclusives contemplated pursuant to this Section do not apply to lectures, including lectures presented as part of a lecture series. Unlike a "class", a lecture: (A) either is: (1) a single meeting in which a talk or presentation is given or made;or(2)a series of meetings in which talks or presentations are given or made; and (B)do not contemplate or require significant active participation by the attendees (although a lecture may include question and answer components). Lectures shall include,without limitation, talks given before, after, or otherwise in conjunction with a performance in the Theater Facilities, which talks•are related to such performance. The exclusives contemplated pursuant to this Section do not apply to lessons, including regularly scheduled repeated lessons. Unlike a "class", a lesson is conducted with no more than two attendees. (c) Feinstein Foundation. Z:\D,cumcnts\Shoup,Jenny\City of CunucliParccl 17h'ov09 7\Th enter'Civic'AgreemcntIAGREEMIENT WITH CIVlC.9 To S.wpd -16- Zid7ocuments\Shoup,lenmACi:y of CarmclWarccl 7\Theater:Civic\AgreemendAgreemeut with Civic.v3.wpd&Z:Wocuments\Shoup.Jcnny\City of CarmelW arcel 7\Theat:r\C i vic\Agreemcnt\Agrccmcnt with Civic.v9.wpd (i) Civic acknowledges:(A)the Feinstein Foundation:(1)conducted its first Great American Songbook High School Competition and Showcase May 30, 31, and June 1 of this year; and (2) intends to conduct the Great American Songbook High School Competition and Showcase on an annual basis; and (B) that, although this first competition was held at Butler University,the Feinstein Foundation intends to conduct the Great American Songbook High School Com petition and Showcase in the Theater Facilities_ Accordingly, notwithstanding anything to the contrary set forth in this Section, in no event shall any exclusive obtained by Civic preclude the Feinstein Foundation from conducting the Great American Songbook High School Competition and Showcase in the Theater Facilities. (ii) Civic shall cooperate in good faith with CPAF, CRC, and the Feinstein Foundation:(A)so that the Feinstein Foundation is able to conduct the Great American Song Book High School Competition and Showcase during the month of June; and (B) to avoid conflicts and duplications with respect to offerings in the Theater Facilities. (d) MST Box. Civic acknowledges that, pursuant to that certain Theater Costs Agreement(Architectural Donation and Box Seats)dated March 31,2008,CRC has granted to VOTG a `priority right" to use of the MST Box,which right entitles VOTG to the first right • to purchase,at the lower of:(i)the face value stated on the tickets for the"box seats"located in the MST Box; or(ii) the average face value of tickets for seats in the Theater;tickets for performances in the Main Stage Theater, which tickets shall be for the "box seats" located in the MST Box; provided that: (i)Civic may identify to CPAF, at least 30 days in advance of the opening of a show in the Main Stage Theater that will run for: (A) a minimum of six performances,up to two designated"donor"or"sponsor"nights during the run of such show; and(B)five or fewer performances,one designated"donor"or"sponsor"night during the run of such show;and,on the designated"donor"or"sponsor"nights,the priority rights of VOTG shall not apply(and CRC shall take such actions as are necessary to clarify with VOTG that the priority rights shall not apply);(ii)CRC shall take such actions as are necessary to clarify with VOTG that, if VOTG has not purchased tickets for the"box seats"in the MST Box as of the date that is seven days prior to the date of a given performance, then, with respect to such performance, Civic shall have the right to sell tickets for the remaining "box seats"to patrons on a first-come, first-served basis; and (iii) all revenue from the sales of tickets for the"box seats"located in the MST Box shall belong to Civic. VOTG or its designated affiliate shall have naming rights with respect to the MST Box. 11. Plans and Construction. (a) Final Plans. Except for the Master Equipment List, the Final Plans have been completed, subject to modification by Change Orders and supplementation by Finish Selections. CRC and Civic shall complete the determinations with respect to the Finish Selections in accordance with the process set forth on Exhibit F-2. As such determinations are completed, the Finish Selections shall become part of the Final Plans. (b) Master Equipment List. CRC and Civic,working together cooperatively and in good faith, shall complete the Master Equipment List on or before < _-January 15, 2010, bearing in mind: (i) the budget that has been proposed for the MST Equipment; and (ii) the equipment necessary: (A) so that the Main Stage Theater can be operated as a high quality, fully functional, and modern theater; and (B) for the types of shows, performances, 2:\Documents\Shoup.Jenny\City ofCanncl\Parcel I7Nov09 7\Theurer\Civic\A3rcancnt\AGREEMENT WITH CIVIC.9 TO 8.wpd -17- Z:\nocumcnts\Shoup,JennylCity of CameMacel 7\Theatcr\CivicW geeemcnr\Agrecmcnt with Civic.vS.wpd&Z:\Documents\Shoup.Jenny\City of Cam,cl\Parccl 7\Theater\Civic\Agr¢mentW¢regiment with Civic.v9.wpd and events to be mounted or presented by Civic in the Main Stage Theater. To facilitate completion of the Master Equipment List by the date set forth above, CRC and Civic shall schedule: (i) a standing weekly meeting to be attended at a minimum by: (A) the Executive Directors of each of CPAF and CRC;(B)the architects retained by CRC and Civic;(C)Civic's Artistic Director;(D) Civic's Producing Director;and (E)Civic's Resident Scenographer;and (ii) such additional meetings with Artec Consultants, Inc., as the parties determine to be necessary or appropriate. As items comprising the MST Equipment are agreed upon,such items shall become part of the Master Equipment List. Upon completion of the Master Equipment List, the Master Equipment List shall become part of the Final Plans. (c) Change Orders. If either party desires to make any changes to the Final Plans, then such party shall submit a Change Order Request to the other party for review and approval. Within ten days after receipt of a Change Order Request, the receiving party shall deliver to the other party written notice that it approves or rejects the Change Order Request;provided that:(i)approval shall not be withheld unreasonably; (ii)it shall not be unreasonable for CRC to withhold its approval if approval if the inclusion into the Final Plans of the change proposed in the Change Order Request would result in a material cost increase that Civic does not commit to cover; and (iii) if a Change Order Request is rejected, then such notice shall: (A) specify the part or parts being rejected; and (B) include the specific basis for such rejection. If a Change Order Request is approved, then CRC and Civic shall execute a Change Order. Notwithstanding anything to the contrary set forth herein: (i) CRC shall not be obligated to obtain the approval of Civic in connection with a Permitted Change; and(ii)a Change Order with respect to a Permitted Change shall be effective if executed only by CRC; provided that,with respect to a Permitted Change,CRC shall submit to Civic a Change Order Request for its review. (d) Construction. CRC shall construct the Theater Facilities: (i) in a good and workmanlike manner; (ii) in accordance with the Final Plans (as modified by any Change Orders); and (iii) in compliance with the Laws. 12. Maintenance. (a) Obligation. CRC shall maintain the Project in agood,safe,structurally sound,clean, and sightly order and condition that complies with the Laws, including,without limitation,that CRC shall make any repairs to,and/or replacements of,the Project necessary in connection with such maintenance. Notwithstanding the foregoing: (i) CRC shall not be obligated to make any repairs or replacements required as a result of, or in connection with, the negligence or willful misconduct of Civic or its employees,agents,or contractors,all of which repairs and replacements shall be made by Civic at its cost and expense;and(ii)in the event of an emergency,and upon notice to CRC (which notice may be by telephone or email),Civic shall have the right to: (A) undertake maintenance,repair, and/or replacement of the Project (other than any portion of the Project that is leased by a tenant that is not an affiliate of CRC, CPAF, or the City) as reasonably necessary to alleviate such emergency; and (B) recover from CRC the reasonable, actual, out-of-pocket costs and expenses incurred in connection with such permitted maintenance,repair,and/or replacement;provided that,at such time as CRC reimburses Civic for such costs and expenses, such costs and expenses shall be deemed to be Maintenance Costs. (b) Cost Allocation. ZWocuments\Shoup,Jenny\City of Carmetu'arcel 17Hor09 7\Th cater\Civie\Agrcemcm\TGREEMENT wan CIVIC!)TO 8.wpd -f 8- _ LH)ocuments\Shoup,Jenny\City of Carmel\Parcel 711'heater\Civic\AgreemcatAy-cement with Civic.vS.wpd 3 Z:\Documenrs\Shoup,)cony\City of Camcl\Parcel 7\Theater\Civic\AerecmcmlArreement with Civic v9 wpd (i) CRC shall be solely responsible for the costs and expenses to fulfill its obligations under Subsection 12(a) with respect to the maintenance, repair, and replacement of the Garage (excluding any Theater Facilities located therein). Accordingly, Civic shall not be obligated to pay any share of such costs and expenses. (ii) The OB Structural Maintenance Costs shall be allocated between the Office Building (excluding the Theater Facilities located therein) and Maintenance Costs. (A) the amount of the OB Structural Maintenance Costs allocated to the Office Building (excluding the Theater Facilities located therein) shall be determined by multiplying the OB Structural Maintenance Costs by a fraction: (1)the numerator of which is the square footage of the Office Building (excluding the Theater Facilities located therein); and (2) the denominator of which is the square footage of the entirety of the Office Building; and (B) the amount of the OB Structural Maintenance Costs allocated to Maintenance Costs shall be determined by multiplying the OB Structural Maintenance Costs by a fraction: (1) the numerator of which is the square footage of the Theater Facilities located in the Office Building;and (2)the denominator of which is the square footage of the entirety of the Office Building. The amount of the OB Structural Maintenance Costs allocated to Maintenance Costs shall be subject to further allocation among the Theater Facilities pursuant to Subsection 12(b)(v). CRC shall be solely responsible for the OB Structural Maintenance Costs allocated to the Office Building (excluding the Theater Facilities located therein), and Civic shall not be obligated to pay any amount thereof. (iii) The Common Lobby Maintenance Costs shall be allocated equally among the Garage (excluding the Theater Facilities located therein), the Office Building (excluding the Theater Facilities located therein), and Maintenance Costs. The amount of the Common Lobby Maintenance Costs allocated to Maintenance Costs shall be subject to further allocation among the Theater Facilities pursuant to Subsection 12(b)(v). CRC shall be solely responsible for the Common Lobby Maintenance Costs allocated to the Garage (excluding the Theater Facilities located therein) and the Office Building(excluding the Theater Facilities located therein),and Civic shall not be obligated to pay any amount thereof. (iv) CRC shall be solely responsible for all costs and expenses to fulfill its obligations under Subsection 12(a) with respect to the maintenance, repair, and replacement of the Office Building (excluding the Theater Facilities located therein)that are not OB Structural Maintenance Costs or Common Lobby Maintenance Costs. Accordingly, Civic shall not be obligated to pay any share of such costs and expenses. Z:Docureuts\Shoop,Jenny\City of Cam>_Marcei 17No.09 7\Thcma\Civict&grecmcat\4GREEhtFNT WITH CIVIC.9 TO 9wpd -19- ZADucumenis\Shoup,Jcany\City of Carmel Yarcel 7\T1 ea ñCivi,M5rccmcnn.Agrccmcnt with Civic.v9.wpd&Z:\Documcots\Shoup,Jenny\City of CarmolO'arccl A Theater\Civic'AgteementW¢reemcot with Civic.v9.wpd (v) The Maintenance Costs shall be allocated among the Theater Facilities on a square footage basis, and Civic shall be obligated to reimburse CRC for: (A)a portion of the Maintenance Costs allocable to the Main Stage Theater and the MST Back of House Facilities, which portion shall be determined by multiplying the Maintenance Costs allocable to the Main Stage Theater and the MST Back of House Facilities by the Civic MST Allocation Fraction; (B)a portion of the Maintenance Costs allocable to the - Black Box Theater and the BBT Back of House Facilities,which portion shall be determined by multiplying the Maintenance Costs allocable to the Black Box Theater and the BBT Back of House Facilities by the Civic BBT Allocation Fraction; (C) 100% of the Maintenance Costs allocated to the Civic Offices and the Civic Rehearsal Space; and (D) 50% of the Maintenance Costs allocated to the Civic Classroom. 13. Taxes and Utilities. (a) Taxes. The parties acknowledge that,because of the tax-exempt status of CRC and Civic, it is unlikely that there will be Real Estate Taxes. If, for any reason, Civic's interest in the Theater Facilities becomes subject to Real Estate Taxes,then Civic shall pay such Real Estate Taxes prior to delinquency; provided that: (i) Civic shall have the right, at its cost and expense and in the manner prescribed by law,to contest any Real Estate Taxes to which its interest in the Theater Facilities becomes subject; and (li) pending resolution of such a contest, Civic shall pay such Real Estate Taxes, except to the extent that such Real Estate Taxes legally can be deferred during the pendency of the contest. Except as set forth in this Subsection, Civic shall have no responsibility for any Real Estate Taxes. (b) Utilities. (i) Utility services for each of:(A)the Main Stage Theater and the MST Back of House Facilities; (B) the Black Box Theater and the BBT Back of House Facilities; and (C) the Garage (excluding any Theater Facilities located therein); shall be separately metered. Of the separately metered utility services: (A) CRC shall pay all Utility Charges for the Garage (excluding any Theater Facilities located therein),the Main Stage Theater and the MST Back of House Facilities, and the Black Box Theater and the BBT Back of House Facilities; provided that Civic shall be obligated to reimburse CRC for: (1) a portion of the Utility Charges for the Main Stage Theater and the MST Back of House Facilities,which portion shall be determined by multiplying the Utility Charges for the Main Stage Theater and the MST Back of House Facilities by the Civic MST Allocation Fraction; (B) a portion of the Utility Charges for the Black Box Theater and the BBT Back of House Facilities, which portion shall be determined by multiplying the Utility Charges for the Black Box Theater and the BBT Back of House Facilities by the Civic BBT Allocation Fraction; and Z.1Documents\Shoup,Jenny\Ciy of Cannctwarcel I%Noc09 7\Thca ter\Civic\AgreementAGREEMENT WITH CIVIC.9 TO 8.wpd -20- Z:\Oocuments\Shoup.Jenny\City of Carmel\Pnrcel 7\Theater\Civic\Agrecment\Agreement with Civic.v9 wpd&Z:\Documeats\Shoup.Jenny\City of CannehWarcel 7\Theater\CiviclAcreement\Agrecmcnt with Civic v9.wpd (B) Civic shall pay, directly to the utility providers, any and all Utility Charges that are separately metered with respect to the Civic Offices and/or the Civic Rehearsal Space (such as telephone, internet, and cable television services). • (ii) Except as provided to the contrary in Subsection 13(b)(i),CRC shall pay all Utility Charges. The Allocable Utility Charges that are not separately metered and paid (and, to the extent applicable, reimbursed by Civic) pursuant to Subsection 13(6)(1) shall be allocated among the Theater Facilities on a square footage basis, and Civic shall be obligated to reim burse CRC for: (A) 100% of such costs and expenses allocated to the Civic Offices and the Civic Rehearsal Space;and(B)50%of such costs and expenses allocated to the Civic Classroom. 14. Insurance. • (a) Casualty Insurance. CRC shall maintain in full force and effect a policy of casualty insurance on the Project, which policy shall be: (A) for at least 100% of the insurable value of the Project on a replacement cost basis, less the replacement cost of those structural elements that commonly are not covered by policies of casualty insurance; and (B) maintained for the benefit of CRC and Civic, as their respective interests may appear. Notwithstanding the foregoing:(A)CRC shall not be obligated to maintain casualty insurance covering personal property belonging to,and kept by Civic in,the Project; and (8)Civic shall be obligated to maintain any such casualty insurance that it deems to be necessary or appropriate. (b) Liability Insurance. CRC shall maintain in full force and effect a policy of general public liability insurance with respect to the Project that,at a minimum,conforms to Exhibit C, which policy shall name Civic as an additional insured with respect to the Project. (c) Cost Allocation. (i) CRC shall be solely responsible for the costs and expenses to fulfill its obligations under Subsections 14(a) and (b) with respect to insurance covering the Garage (excluding any Theater Facilities located therein). Accordingly, Civic shall not be obligated to pay any share of such costs and expenses. (ii) The Insurance Costs shall be allocated among the Theater Facili ties on a square footage basis, and Civic shall be obligated to reimburse CRC for:(A)a portion of the Insurance Costs allocable to the Main Stage Theater and the MST Back of House Facilities,which portion shall be determined by multiplying the Insurance Costs allocable to the Main Stage Theater and the MST Back of House Facilities by the Civic MST Allocation Fraction; (B) a portion of the Insurance Costs allocable to the Black Box Theater and the BBT Back of House Facilities, which portion shall be determined by multiplying the Insurance Costs allocable to the Black Box Theater and the BBT Back of House Facilities by the Civic BBT Allocation Fraction; (C) 100%of the Insurance Costs allocated to the Civic Offices and the Civic Z:\Documents\Shoup,JeuyiCity of CarmelWarccl 17Nov09 7\Theater\Civic\Agrecmcm\AGREEMENT WITH CIVIC.9 TO 8.wpd -21- • Z:\Documems\Shoup,Jenn>\Ciry of Camml\Parcel 7\Thca ter\Civic\Agreement\Agrecment with Civie.v8 wpd&Z:\Documents\Shoup,lenny\City of CarmePParcel 7\Thcater\Civic\Agreement Wffeement with Civic.v9.wpd Rehearsal Space;and(D)50%of the Insurance Costs allocated to the Civic Classroom. (d) Certificates. For each policy of insurance that is required to be,or is, maintained by a party with respect to the Projector any portion thereof,such party shall furnish to the other party a current certificate of insurance,showing that the policy is in full force and effect and, in the case of a policy of insurance required to be maintained by this Section, cannot be modified or canceled without delivery of written notice to the other party at least 30 days in advance. (e) Waiver. Each party waives and releases any and all rights of recovery that it may have against any other party for any loss or damage,whether or not caused by any alleged negligence of the other party or its employees, agents, contractors, invitees,or licensees,to the extent that such loss or damage is reimbursed by any insurance required to be maintained, or actually maintained, with respect to the Project or any portion thereof. 15. Estimation. (a) Estimation. Notwithstanding anything to the contrary set forth herein, CRC may: (i) estimate (or re-estimate) the amount of: (A) the Maintenance Costs and the Civic Maintenance Share;(B),the Utility Charges and the Civic Utility Share;and(C)the Insurance Costs and the Civic Insurance Share;for any Season Year;and(ii)require Civic to pay equal monthly Installments of the estimated(or re-estimated)Civic Maintenance Share,Civic Utility Share,and Civic Insurance Share during such Season Year,in advance on or before the first day of each calendar month. (b) Statement. Within 90 days after the end of each Season Year, CRC shall deliver to Civic a written statement that shows the computation of the actual Maintenance Costs and Civic Maintenance Share, Utility Charges and Civic Utility Share, and Insurance Costs and Civic Insurance Share for the immediately previous Season Year. If the total of the monthly estimated amounts of the Civic Maintenance Share, the Civic Utility Share, and the Civic Insurance Share paid by Civic for such Season Year is more than the actual amount of the Civic Maintenance Share, the Civic Utility Share, and the Civic Insurance Share payable by Civic for such Season Year, then CRC either shall: (i) credit the excess against future payments of the Civic Maintenance Share, the Civic Utility Share, and the Civic Insurance Share to be made by Civic; or(ii) refund the excess to Civic within 30 days; as applicable. If the total of the monthly estimated amounts of the Civic Maintenance Share,the Civic Utility Share, and the Civic Insurance Share paid by Civic for such Season Year is less than the actual amount of the Civic Maintenance Share, the Civic Utility Share, and the Civic Insurance Share payable by Civic for such Season Year,then Civic shall pay the amount of such deficiency within 30 days. (c) Deferral. Notwithstanding anything to the contrary set forth herein during any Deferral Period, Civic shall not be required to.pay any of the Deferrable Amounts that first become due during such Deferral Period; provided that: (i) during any Deferral Period: (A)Civic shall receive a base allocation of 515 (instead of 615) points per Season Year; and (B)all references in this Agreement to 615 points shall be deemed to be references to 515 points; and (ii) if and to the extent that the Civic Endowment reaches a level such that the value of the principal thereof equals or exceeds$20,000,000.00,then Civic shall pay to CRC all Deferrable Amounts that in fact have been deferred. Z:\DocumentsiShonp.Jenny City of Camwl\arcel 17Nuv09 w rheate-eCivic\Agrcnmem\AGREEMENT WITH CIVIC.9 TO 8.wpd -22.- Z:\Documents\Shoup,Jenny\City of CarmelWarcel 7\]hcatedCivic\Agreement Agreement with Civic.vS.wpd&Z:\DucmoentiShoup,Jenny\City of Ca:mcl\Parccl 7\Timm'\C ivicV grecmcnMgrecment with Civic.v9 wpd 16. Management/Fees. (a) Management. CPAF shall provide executive and day-to-day management of: (i)all of the Theater Facilities except for the Civic Offices, and the Civic Rehearsal Space; and (ii) the Garage (excluding any Theater Facilities located therein). Civic shall provide executive and day-to-day management of the Civic Offices, and the Civic Rehearsal Space. (b) Facility Fees. CPAF shall have the right to charge use fees for use of each of the Theaters,the amount of which fees shall be subject to the determination of CPAF in its sole discretion; provided that Civic shall not be obligated to pay any such use fees in connection with its use of the Theaters. CPAF shall be responsible for collection of any such fees. To the extent that CPAF collects any such fees, the amount collected shall be applied against Maintenance Costs, Insurance Costs, and Allocable Utility Charges prior to allocating such charges among the Theater Facilities on a square footage basis pursuant to this Agreement. To the extent that any collected amounts remain at the end of a Season Year after application against Maintenance Costs, Insurance Costs, and Allocable Utility Charges for such Season Year, such remaining amounts may be retained by CPAF. (c) MST Supervision. CPAF shall: (i) supervise use of the Theaters and the Back of House Facilities by any person, entity, or organization; and (ii) have the right to charge an administrative fee to cover the cost of such supervision, the amount of which fee shall be subject to the determination of CPAF in its sole discretion; provided that, so long as Civic maintains a qualified staff, CPAF shall not supervise use of the Theaters and the Back of House Facilities by Civic (and Civic shall not be obligated to pay any administrative fee to CPAF). CPAF shall be: (i) responsible for the collection of any fee with respect to its supervision of use of the Theaters and the Back of House Facilities;and(ii)entitled to retain any such fees that it collects. 17. Defaults/Remedies. (a) Events of Default. Each of the Following shall be an "Event of Default": (i) either party fails to pay any amount due under this Agreement, and such failure continues for 30 days after receipt of written notice from the other party specifying such failure; (ii) either party fails to observe or perform any term or condition of this Agreement to be observed or performed by it (other than the payment of money),and such failure continues for30 days after receipt of written notice from the other party specifying such failure; provided that, if such failure is continuing at the end of such 30-day period, then such failure shall not constitute an Event of Default so long as the failing party: (A) commenced a cure of such failure within the 30-day period; and (B) diligently pursues such cure to completion;or (iii) there is a Bankruptcy Default. • (b) Remedies. So long as there remains an uncured Event of Default, the remedies of the non-defaulting party shall be to: (I) terminate this Agreement; (H) cure such Event of Default,entering upon such portions of the Project(other than any portion of the Project that is leased by a tenant that is not an affiliate of CRC, CPAF, or the City)as may be necessary Z:Documents\Shoup,Jenny\City or Canncl'arccl 17Nov09 7\Theater\Civic'AgrccmemUGREEMEN f WITH CIVIC.9 TO 8.wpd -23- Z:\Documents\Shoup,Jenny\City of Cannel\Parcel TVChea ter\Civic\Agrecmeul'Agreement with Civic.vS.wpd&Z:\Documcats\Shoup,Jenny\City of C arm el\P arccl 7\rhea ter\Ci vic\Agrcemont\Aereement with Civics9.wpd • to effect such cure,and recover from the defaulting party the reasonable costs and expenses incurred to effect such cure; (iii) seek the equitable remedies of injunction or specific performance; (iv) recover from the defaulting party actual damages incurred in connection with such Event of Default; and/or(v) exercise any other remedies, and recover any other amounts, as may be permitted pursuant to the Laws. (c) Financial Inability. Notwithstanding anything to the contrary set forth herein, if Civic is Financially Unable, then, on or before the date that is one year prior to the Contribution Minimum Date, Civic may elect the Reduced Rights Option by delivering to CRC written notice. If Civic: (i) is Financially Unable; and (ii) timely elects the Reduced Rights Option; then, from and after the Contribution Minimum Date, the following shall apply: (I) Civic shall receive a base allocation of 365 (instead of 615 or 515, as applicable) points per Season Year; (ii) existing Civic Schedules shall be amended as necessary to reflect the reduction in the base allocation of points; (iii) whenever there is a period between blocks of days during which Civic reserves use of the Main Stage Theater (including when a period between such blocks is required by Subsection 5(c)(i)), each such period shall be a minimum of 14 days (instead of either: (A)two days or fewer;or (B) seven days or more); (iv) Civic shall not be entitled to receive an ownership interest in the Main Stage Theater and/or the MST Back of House Facilities; instead, at such time as Civic has paid the Contribution Minimum, CRC shall convey to Civic via limited warranty deed,fee simple title to the Black Box Theater,the BBT Back of House Facilities, and the Civic Rehearsal Space,so long as: (A)this Agreement remains in full force and effect;and (B)there is no Event of Default by Civic; (v) Civic shall not have naming rights with respect to the Main Stage Theater(or the individual elements within the Main Stage Theater; instead, Civic shall have naming rights with respect to the Black Box Theater; and (vi) any existing Deferral Period would terminate, and there shall he no further Deferral Periods,notwithstanding that it may be the case that neither, or only one, of the Benchmarks is being met. It shall remain the case that Civic shall not be obligated to pay to CRC any Deferrable Amounts that in fact have been deferred until such time as (and only in the case that) the Civic Endowment reaches a level such that the value of the principal thereof equals or exceeds $20,000,000.00. If Civic does not timely exercise the Reduced Rights Option,then the Reduced Rights Option shall terminate and be of no further force or effect. 18. Casualty/Condemnation. (a) Casualty. If there is Casualty Damage with respect to all or any portion of the Project,then CRC shall repair, restore,and/or rebuild the damaged portion of the Project so Z:\DocumentsiShoup,Jenny City of CarmchParccl 17Nov09 7\Theater\CivlcWgrcemen:WGREE\1ENT WITH CIVIC.9 TO S.wpd -74- Z:*Dacumcuts\Shoup,Jenny\City of Carmel\Parccl 7\Theater\Civic\AgreccncnMgrecm cot with Civic.vS.wpd R Z:\Documents\Shoup,Jenny\City of Carmet\Parcel 7\ heater\Civic\Aerecmcot4\erecment with Civic.\9.wod that the Project:(I)is in a good,safe,clean,and sightly order and condition that complies with the Laws;and(ii)is suitable for the uses contemplated in this Agreement;provided that CRC shall not be required to repair, restore,and/or replace any of personal property belonging to, and kept by Civic in, the Project. (b) Condemnation. If there is a Condemnation, then CRC shall repair, restore, rebuild and/or adapt the portion of Project not subject to the Condemnation so that such portion of the Project:(i)is in a good,safe,clean,and sightly order and condition that complies with the Laws; and (ii) to the extent practicable, is suitable For the uses contemplated in this Agreement. 19. Representations and Warranties. (a) CRC. CRC represents and warrants to Civic that: (i) CRC shall not enter into any contracts or undertakings that would limit, conflict with, or constitute a breach of this Agreement; (ii) CRC is a public body organized and existing under the laws of the State of Indiana; and (iii) CRC has the power to enter into this Agreement and to perform its - obligations hereunder,CRC has been authorized by properaction to execute and deliver this Agreement, and to perform its obligations hereunder,and this Agreement is the legal,valid, and binding obligation of CRC. (b) Civic. Civic represents and warrants to CRC that: (i) Civic shall not enter into any contracts or undertakings that would limit, conflict with, or constitute a breach of this Agreement; and (ii) Civic has the power to enter into this Agreement and to perform its obligations hereunder,Civic has been authorized by proper action to execute and deliver this Agreement, and to perform its obligations hereunder,and this Agreement is the legal,valid, and binding obligation of Civic. (c) Authority. Each undersigned person executing this Agreement on behalf of CRC and Civic represents and certifies that: (i) he or she has been empowered and authorized by all necessary action of CRC and Civic, respectively, to execute and deliver this Agreement; (ii) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (iii)the execution, delivery, and performance of this Agreement have been authorized by CRC and Civic, respectively. 20. Mutual Indemnification. Each of CRC and Civic shall indemnify and hold harmless the other party from and against any and all Claims arising from or connected with: (a)the negligence or wilful misconduct of CRC or Civic,respectively,or any party acting by,under,through,or on behalf of CRC or Civic,respectively; or (b) the breach by CRC or Civic, respectively, of any term, condition, representation, or warranty of this Agreement. The obligations of the parties under this Section shall survive the termination of this Agreement. 21. Assignment. Neither CRC nor Civic shall assign this Agreement;provided that CRC shall have the right to assign this Agreement to CPAF or another agency or instrumentality of the City that legally is able to perform the obligations of CRC hereunder. Notwithstanding any assignment of this Agreement by CRC,CRC shall remain liable for performance of all or the terms and conditions of this Agreement to be performed by it;provided that,if CRC assigns this Agreement to CPAF or 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 CRC hereunder; and (b)expressly assumes all such obligations in writing;then CRC shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. CRC acknowledges that: (a)CPAF is not a party to this Agreement; and (b)accordingly,to the Z9oocuments■Shoup,Jenny\City of CarmetWarcel 19Nov09 7\Theater\Civic\Agreemcm\AGREEMENT WI al CIVIC.9 TO 8.wpd -25-`- Z:\Documcnts'Shoup,Jenny\City or Carmel\Parcel 7\Theater\Civic\Agrecment\Agreement with Civic.v9.wpd&Z:\D ocuments\Shoup,Jenny\City of Carmel\Parcel 7\Theater\Civic\Agrecmcm\Agreement with Civic.v9.wpd extent that this Agreement purports to obligate CPAF, in reality such obligations are those of CRC until such time as CRC assigns this Agreement to CPAF and CPAF expressly assumes such obligations in writing. Accordingly, until such time as CRC assigns this Agreement to CPAF and CPAF expressly assumes such obligations in writing, CRC either shall: (a) cause CPAF to perform such obligations; or (b) perform such obligations itself. If CRC seeks to assign this Agreement to an agency or instrumentality of the City other than CPAF,then CRC shall use reasonable efforts to ensure that:(a)if CPAF does not exist,then Civic is satisfied that the agency or instrumentality has the capability(and not just the legal ability)to perform the obligations of CRC hereunder; or (b) of CPAF exists, then the obligations of CRC hereunder are delegated by the assignee to CPAF. 22. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in writing,and shall be deemed to have been given when:(a)delivered in person 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 CRC at City of Carmel, Indiana, One Civic Square,Carmel, Indiana 46032, Facsimile:317-844-3498,Attn:Les Olds,with a copy to:Karl P. Haas, Esq.,Wallack Somers & Haas, PG, One Indiana Square,Suite 1500, Indianapolis, Indiana 46204, Facsimile: 317-231-9900;and to Civic at 3200 Cold Spring Road, Indianapolis, Indiana 46222-1997, Facsimile:< >317-924-6671, Attn: Robert Barbera and Cheri Lynn-Dick. Either party may change its address for notice from time to time by delivering notice to the other party as provided above. 23. Force Majeure. Notwithstanding anything to the contrary set forth herein, if either party is delayed in,or prevented from,observing or performing any of its obligations under,or satisfying any term or condition of, this Agreement (other than the payment of any amount of money due hereunder) as a result of Force Majeure; then: (a) the party asserting Force Majeure shall deliver written notice to the other party; (b) such observation, performance, or satisfaction shall be excused for the period of days that such observation, performance,or satisfaction is delayed or prevented;and (c)the deadlines for observation,performance,and satisfaction, as applicable, shall be extended for the same period. 24. Miscellaneous. Subject to Section 21, this Agreement shall inure to the benefit of, and be binding upon, CRC and Civic, and their respective successors and assigns. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Indiana. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. Civic waives, to the extent permitted under applicable law: (a)-the right to a trial by jury; and (b) any right Civic may have to: (i) assert the doctrine of "forum non conveniens";or(ii)object to venue. This Agreement may be modified only by a written agreement signed by both CRC and Civic. 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. All Exhibits to this Agreement are attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, CRC and Civic have executed this Agreement as of the date set forth above. THE CITY OF CARMEL REDEVELOPMENT COMMISSION A B ,.-% ` y ur` Ronald E. Carter, President Z:\DOCU:ncntsUhoup,Jmrny\City of Carmcl\I'ancl c 17n'ov09 7\Then ter\Civic\AgrecmenPAGREENIENT WITH CIVIC.9 TO S.wpd -26- Z:\D000ments\Shoup.Jenny\Ciry of Carmel\Pa¢cl 71/21'heater\Civic'Agrecmcnt\Agrccmcnt with Civic-v8 wpd&Z:\Documcnts\Shoup,Jenny\City of CarmelW arml 7\Theater\Civic\Agreemen ttAgreement with Civic.v9.wpd BOOTH TARKINGTON CIVIC THEATRE OF INDIA APOLIS, INC. By: S� - — Printed: P(,t�� iesyns ^ Title: �b9S�hY, Z:Wocurnems'Sl cup,fenny\City of CannctU'arccl I7Nov09 7\TheaeACivicVAgrcement\AGREEMENT WITH CIVIC.9 TO S.wpd -27- Z:Wocuments\Shoup,Jenny\City of Carmcl\parnel i\Theater\Civic W grccmcnt\Agreernent with Civic vS wpd&Z:Doouments\Shoup,Jenny City of CarmelU'arcel TTheater\Civic\AgrecmcntW¢rccmcat with Civic.v9.xpd EXHIBIT A Site Plan Z:\Documcnts\Shoup,Jenny\City of Cunncl\Eurccl I7Nov09 ]\Theater\CiviclAgrecment\AGREEMENT WITH CIVIC.9 TO S.wpd -98- Z:\Documents\Shoup,Jenny\City of CaromI\Parccl 7Vfh cater\Civic\Agreemen&Agrecmcut with Civic.vS.wpd R,Z:UJucuments\Shoup,)cam\City of CarnelWarcel 7\Thearcr\Civic'Aereemenr\peement with Civic.r9.wpd EXHIBIT B Payment Schedule Z:\Documems\S'nuup,Jenny\City of Canuel\Eemel 17Nov09 71Thcatcr\Civic \greement'AGREEMENT WilE CIVIC9 IC 8_wpd -29- • L V)ocuntents\Shoup,Jenny\City of CarmelWarcel 7\Theater\Civic'AgreemenpAgrecmem With Civic.v8wpd&Z:\Documents\Shoup,lenny\City of CarmdWarcel 7C theater\Civic\ACrecmem\Aereement with Civic.v9.wpd EXHIBIT C CRC Insurance Requirements (Certificate of Insurance ok) Z:\Document;\Shoup,Jenny\City ofCarmel W umel 17No'09 7\Theater\Civic\Agrrement\AGREEMENT WITH CJVIC.9 TO 8.wpd -30- • ZM)ocnmenis\Shoup.Jenny\City of Carmel\Parcel 7\Theater\Civic\\greemrnt4\greement with Civic.v8.wpd&Z\Documeats\Shoup,Jrnny\City of Conn&PParcel 7\Theater\Civic\Agrecmcnt\Aorecment with Civic.v9 wpd EXHIBIT D Delineation of Common Lobby (located in Office Building) • • Z'\Uucumunts\Shuup,Jenny\City of Carmel\I'arccl 17Nov09 7\Theater\Civic\Agrcement\AGREEMENT WITH CIVIC.9108.wpd -3 1- Z Wocuments\Shoup,Jenny\City of Carnrol\Parcel 7\Thea ter\Civic\Agreement\Agrecmcnt with Civic vS,wpd.0 ZADocun¢uts\Shoup,Jenny\City of Cannot\Parcel \Theater\Civic\4grccmcnt\Agrccmcnt with Civic v9.wpd EXHIBIT E List of Final Plans Z:\Documcats\Shoup,Jenny\City orCarmc IWarcul 17N41v39 7\Theater\Civic' grcement\AGREEMENT WITH CIVIC.9 TO S.wpd '.JZ- • • Z:\Documents\Shoup.Jennv\City of Carm:I\Parcel 71 Thea tcr\Civio\Agrcemeni\Agreement with Civic.v8.wpd&Z\Documcnts\Shoup,Jenny\City of Carnol\Parcel 71 Theater\Civiclkgrcemem1lerecmcnt with Civic.v9.wpd EXHIBIT F-1 Items/Categories of Finish Selections • • • Z:\Decumunts\Shoop,Jenny\City of Carmel\Pazcet I7h'ovO9 7\Theater\Civic\Agreemeni GREEMENT WITH CIVICS TO 8.wpd -33- • • Z:\Documents\.Shoup,Imlay\City of CarmeiWarccl ATheatcr\Civie\Agrcemenr\Agreement with Civic.vS.wpd&Z:\Documents\Shoup.Jenny\City of CarmclWarcel 7V teamr\Civic\Aereement\Agrcemcar with Civic.v9.wpd EXHIBIT F-2 Process for making Finish Selections Z:VJwumonts\Shuup,.1 enny`.City of CarmeiN'mccl I7Nov09 7\Theater\Civic tAgrecmcm\ OREEMENT WITH CIVIC.9 TO E.wpd -34- Z:\llacumants\Shoup,Jenny City of CarmelTarcel 7\Theater\CiviK kgrecmeaMgreement with Civic.vS.wpd&Zdllocuments\Shoup,Jenny■City Of CurmclWarccl 7\Theater\CivicW grccmcntlAgrcemcnt with Civic.v9.wpd EXHIBIT G Current Equipment List Z:Wocuments\Shuup,Jury\City of CannePi'arccl I7Nov119 7\Thcatcr\Civic\Agrccmcot\AGREEMENT WITH CtVIC.9'I'0 S.wpd -35- X , 1 h d y rt d C4 � ' m 'v m a - t°w a k vSr,xl Ia -04 'l.1 i "' yl � l k�ti t •n , g r s ` 4 J'�rn A ' fw t �„ , . 41210 VI) :1 v.' ym 4j n g',.."1n, A A. tall ° H'y "' r�t 111111111.4:: l0. �`"1ei = s� C 1 I� Concert F p Nil psi__ Hall ` +a [ k tt€�g .r a' ti t ,x / _ t,. ,�'a xa 4 e 3 i \ 4g '2-`,K. , 1 .ia �. 6 ,1 rWA :fax P' 444 4 1'' S 4 3/\I j b y� LI It 4,101104-: Att. ;�4�s'@x' ' � 1 Q ® 1�3 , ' ® 6 . wx l 0,- ; a` r r t..:�r ` p#3 k yt;.-v hr> vV.xAi Gs""—9‘.,,,-9; 9- ip „xe 1 yv a r, t ' ,i 1a C.e1 S ' heat ex by Civic na ,_ '' .0! �� Theatre Y 'Officer f NI 0 ro i 1 3 11:4441 5:k �4�.gooS at `+ ! `I A7 6i ; ies. 1 1-. I 4 ,.#�s I n #.> .i...,t . _. ,,. Parking: t i Garage 3 s A 1 lReceiw g - i I Al I 61 I Site Plan x4ub . Pay t d.0 t� Calendar Year Annual Payment 2012 DUO) t ' w. ,4 1 2013 '#a rr $41401)0, z 4 Q i ik - 2842014 ' + e x b 3 IM $ 43 4 37`2015 9S $45900 "2016 2017 i1r> ',ta$475 x20+'k25+ - s kS 49U2018 li t J� tw os., 7 = 0t2019 tOY. 8 1 50 Wi 4 4$ 45,202 44 " a { 5642 LLN 0 2022 g - b 9 2023 i ° s -,1 t $$604,4 t721 2024 41,441 f, ri l_ a ia Ra FW5 $647,472026 2027 $670,110 2028 $693,594 2029 $717,870 2030 $742,996 2031 $769,001 2032 $795;916 2033 $823,713 2034 $852,605 2035 $882,446 2036 $913331 2037 $945,298 2038 $978,383 2039 $1,012,677 2040 $1,048,069 2041 $1,084,751 Contnbuuon,Mtmmum Cortmbutwn� � IV�mimum bate 4gcurs uponIPayrnentx jt < Annual?P metttdue ffor22025 ? �K a` t _: • C-`ilA c1/2tk-0.� ACORD, CERTIFICATE OF LIABILITY INSURANCE CIA-R.3E80 I OF 02;17/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A!AATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Elylant of Indianapolis, LLC HOLDER:THIS CERTIFICATE DOES NOT AMEND,r^C,TEND OR 501 Congressional Blvd ALTER THE COVERAGE'AFFORDED BYTHE POLICIES BELOW. Cannel IN 96032 Phone:.800-678-0361 Fax:317-817-51`1 INSURERS AFFORDING COVERAGE. ,NAIC AI INSURED INSURERA St..Raul Fire 6-W::na inn. co .. City of Carmel INSURER a.Cannel Redevelopment wsVRERa - -- Commission One Civic satiate INSURER 0: Cannel IN. 46032 . . INSURER e COVERAGES - TICE POLICIES DF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NO IPSLISTAIID IS ANY NCOUI BEIIENT.TERA1 OR CONDITION Or ANY CONTRACTOR 0:HER DOCUMENT WITH RESPECT TO'i•SIICH THIS CERTIFICATE MAY DE ISSUED OR RAYPERTN1L THE INSURANCE AFFORDED BY THE POLICES O CR%E ED HEREIN IS SUBJECT TO ALL THCTERIIS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE BAITS SHOWN ANY HAVE 52511 REDUCED B'.'PAID CLAIMS. _ MA Hull Li POLIL'.'t1UAISER POLICY EITECTIVc'—?VEICPEXPLDA INtl I LOTS LTR INSRO - TYPE OF INSURANCE DATE int 10MT) I DATE rhiHrDWYY) GOJERALUABILVY _ EACHOCCUERENCE- 5 2,000,000 UMIALaC IU HCN I aJ A �co�lileRCULGENEw�'.LUAEapY GP09313908 01/01/09 01/01/10 PRErnlses lEOC-.a:r.+x) 5 50,000: CLAIMSGADE LA OCCUR. AED EXP(A'(Oteprmon) 5 a -_ _ PERSONALSADVIUIUVY Is 2,000,000 J GENERAL AGGREGATE S 2,000,000 GE4'L AGGREGATE LIMB APPLIES PER PRODUCTS•,COI,IBIOPAGG 5 2,000.,000.. POLICY n PRA l fl 1 LOC .. _. AUTOMOBILE LIABILIIY - COMBINED SINGLE LIMIT IS ANTAUTD (En accident) . — ALL OWNED AUTOS BODILY INJURY 5 SCHEDULED AUTOS (Par Ramon)- _HIRED AUTOS . -sooty INJURY 5 — NON-OVMED AUTOS lPe n= on!) - PROPERTYDAMAGE s (Par aciEer.) GARAGE LIABILITY ALTO ONLY•EA ACCIDENT I5 ANY AUTO OTHER THAN EA ACC, S. AUTO ONLY: AGG 5 EXCESSNI.IBRELLAIJASILRY . . , EACH OCCURRENCE $ OCCUR l I CLAMS MADE I AGGREGATE s 5.- DEDUCTIBLE. ' REI'NERETENTION 5 5 --WORKERS COMPENSATION AND 1TDRLRS I ILERW EMPLOYERS'LEA BILRY EL EACH ACCIDENT '5 - OFICERRIE SER EXCLUDED? •CUTIVE EL PISFJ.SE--EA EIAPLOYEE i !SPECIAL PROVISIONS 6cm . EL9IGEASE-POLICY LPdR. 5. I OTHER'- DESCRIPTION OPOPERATIDNS ILOCATONS/VEHICLES I EXCLUSION BADDED DY ENDORSEMENT/SPEC VI PROVISIONS CERTIFICATE FOR.INTORN TION PURPOSES ONLY CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE FUGUE DESCR,BEO POLICIES BE CANCELLED 0 EFV REINS WIFE/WON DATE THEREOF.THE ISSUING INSURERWILL ENDEAVOR TO NAIL 30 DAYS t'VBITTER NOTICE TO THECERRFICATE HOLGER NAMED TOTHE LEPT BUT FNLURE TO DO SO SHALL FOR INFORMATION ONLY IMPOSE NO OBLIGATION OR IIABILRY OF ANY KIND UPON THE SPER,ITSAGEITS OR REPRFSENTATNa . .. - • A �/`1 W..ES, TAT + ..IP, ACORD 25(2001/08) . ©ACORD CORPORATION.1988 ' ■,9(2 E "i 'ill r D I uneail_n4- t cnilk-clki 6\4 L°36/ . to Is, ' ,--4•'----z,Z7V-thes,Se".: :::,-t_r;lsoszssee_.........7-ep-rett,... --rezzaj its:, ritti ' ie ' . —Ala-tto pisen'Rsseek-,(s;--Ss-S4.irn :s•-5 4-5 A ,41e IV\ti"..3 la. a, I I jçf _ M. ;:tin-ree.,*±V;*#13:r.1 0.1•AVAVI Wit t Iii l'In =!1 t'''.:e:• -4.11 MI; -Y4.:Lta*Valk I'4 Scirliitn V.WIttil;I vi.: & ,4:4444,-;_. itig)7 4=":*•.-2;VV•i'::42-t";r44*, Awl : >eg:-,s• I . s1 str;Itri gV-IaMintasi ICA- 'e e e' ''..n..• . t ist 5,-1., 042911 b ky44,44,,A,4.,4i N': Sti r DOOM iNg4 li' 1 I i Pa I r: r i' t: 4 .14,4'WM '4=±4dgE•44.4 k4,t 41444.gl,4 mill=(4404,is! i ;.,r t r F::it :: ;I ;AS mr.s.=-1111.111 11 a 114137','i fg1Z:#41z"1 alairliri**414 1 I i in I 1.11 li E f' cal imMi, ,lats,a,..,01,.i.,-**0 'CORM-044'44 _. 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Kw jw i ,lt;T:r4";=10:9 jjjjjjj•"112*4'1 ge`,',5-1:::Vn';411a 41-Miring' D 7,741AV.'44,;12;",ti k;:a24,14::•414 4F:A ztz*44,44Vdavr--N 0.:Att.0::;,,A,„4,.,1,04,,„s,aprzwit.'2, - - -*kelt:,•-,,: :',-31.4st'- ihr, jg,.j.7jt-Tj'AKCj ''••:,- . al 1.1.,1 4. lgialrl 3.71:t wf,p.s.2";, ..,....._ .. e.. .. a,,.. 11;....i.„ „.._•.;:„.. ,,,, „-. _ _ . .... . „ ll. riva-AN ramo. wr . 1 1 , _ szyl ie }44 i ____. i 11, _ . , \o ti/DIY 1,A1 l""'�- t. utsk of ctro.O P ICS-✓'rte SHEET INDEX tusk v;tia5 con Ar 6 °n T100 Title Sheet Pa; Pl -( l Civil Documents t of Survey `Onelekkett. 31iJCA ; 61Ci PQ: ' 6100 Sde Preparation Plan rO��J� Q S'- -}'L(,('Q: 0200 Site ing 11r Plan to Y V 1 ^ 0700 Grudny nrAStonn Drainage Plan Iv 4t.tcO C400 Sne.Utilej Plan � � • / C500 Erosion and Water Quality 1,, a!n Crl 11.V C600 Site Details Pvcca Yl`-(. �Q�'"� Structural Doaimenls C t"" 5101 Lower Level:Foundation Plan 5102 -Stage For/Foundation Plan 5103 :Foundaton Dimension Plan 5201 Mezzanine Framing Plan 5202 Mechani•alJCOn:tot Framing Plan 5203 Third floor Framing Plan 5301 Low Rood Framing Plan 5302 High Ro:d FramingPlan 5303. 'Load;rg-Diagrams 5401 General.Notes,Legend and Abbre•. 5402 Sd&eduks 5403 -Typ.Sectons and-De:a Is .5403 Tya,Sectons and Deta.Is 5405 Tyr; Sections and Deta Is 5406 '.Sections. 5407 Sectors 540F Seca ens 5405 Sec:ens 5410 .Sectors. 5411 See-tons $412 Section' 5413 Sectic^s 5501 Bunking Sect ens 5502 Framing Elevaic s 5500 Model Vews 5?01 Model V.ews Architectural Documents A0001 General Arhieetotal MOO Lowe-Level Plan A101 First Floar Plan A101A Firs:Roar Stab Dimension Plan A102 Second Floor.Control Level Plan A103 Third Fkor Catballoobserv.Gallery A104 Fl°ti Flcar•Loading Gallery Plan A105. Roof Plan A301 Building Sections A302 Buileing Sections A303 Bulicing Sections A304 Wall Ser.Bons A305 Wall Sections A306 Wall Sections A307 Wall Sections A308 Wall Sections A309 Wall Sections A310 Wall Sections A401 5:air'Pions and Sectors A402 S:air K ens.-Secions.and Oelails A403 Stair Pawns and Sections A404 .Elevator Plans,Sections-and Details A511 Section Details 1512 SedM Details MEP Documents £100 Eledrinil Foundation Sleeve Plan MP10O Meclrarioxt and Plumbing.Foundation Sleeve Plan i s+• c QV-l2 Do ask cww vi 1 �� Greed DRAWING INDEX: -. Rviepi a G 2 64Cite gi Ad i T100 TITLEsHEtT 3i. (f1R' eo � '-" kec 1 j� 1 011 S'JFV:Y (x`,.1 9,4" \Do• \ Snell 4 CD•1 l-. 0100 SITE PREPARATION PLAN IJ U'd" 000 sill LAYOUT PUN 0500 GRADINGAND STORM DRAINAGE PLAN � ��) 41003'a. C400 SRE UTILITY N 0600 EROSION d vvAT ER OUALI FT PIAN 0600 SSE DETAILS 000 W.:NTENANCE OF TRAFFIC PLAN! 00 LE SAFETY PUNS CODE SU-NAST I GENERALARCHRECTURE0vALLTYP ES A C A FOUNDATION/WAIL-PLAN HRST FLOOR PLAN v � �e"pc(""^ y1SlIDg.s `V "" p A102 SECOND FLOOR PUN A101 THIRD FLOOR PLAY A10-I FOURTH.FLOOR PLAN A105 OF PLAN. AI11 LEVEL I ENLARGED FLOOR PLANS A112 LEV EL 2.ENLARGED FLOOR PUNS Al U .LEVEL)-ENLARGED FLOOR PLANS ' AI 11 LEVEL'4 ENLARGED FLOOR PLANS A 1 2 1 FIRST FLOC P,'REFtECT E D LING PLAN A1112 SECOND FLOOR REFLECTED CEILING PUN AI)) THIRD FLOOR REFLECTED CEUNG PLAN A 124 FOURTH FLOOR PEFLECTE CEILING PLAN HCO. S°"EOLSA,ND A=?.EVIATIONS.MECHANIC AL A101 ELEVATIONS P' SY.?OLSA C'ATIO\ AND GEN ERA L NOTES. Alin ELEATIO>R 001 FIRST.FOCI ♦E'>=I FLOOR PLAN.ELECTRICAL A103 ENLARGED ELEVAT:ONS £201 FIRST FLOOR P,AN.ELECTRICAL A20: ENLAR050 ELEVATIONS 0202 SECOND FLOC:PLAN.ELECTRICAL A205 ENLARGED LEVALIONS. ETC) 11-).:D FLOOR:-.:N.-,ELECTRICAL 1.110 ELEVATION DETAILS E1_0.1 FOVRTH FLOOR PLAN-ELECTRICAL An ELEVATION DETAILS -0:05 P.CO1 P:AN•ELECTRICAL A211 FLFuTON DETA:LS 0401 ELECTRICAL Rl5 D'-1GtA1 All) ELEVATION DETAILS E SCAMULES A210 RE,IEF.SCULPTD;E DETAILS MCI FIRST LOORPAN.:FIRE PAO,EClON FP201 SECOND FLOOR?UN..FIRE PROTECTION A)01 "ALL SECTIONS -�C 3 :SD'FLOC:Ft.AN-FIRE.F O'ECION A]03 s',ALL SECTIONS �FP:C4 FCLRTH FLOOR?LAN.fiiP PROTECTION• A104 ..ALL SECTIONS }:101 F.i_-.FLOOS?..--\-NvAC' A.GS •-VALL SECTIONS - . H J SECOND F OCR PLAN.1..VAZ A306 'NALL SECTIONS H2 . RD FLOGS PLAN:NVAC A307 '•HALL SECTIONS - 142U FOLCTH FLOOR PLAN•HV:,C • A307 ENLAR SECTIONS H2<I ROC:P.AN.H'1RC A40i ENLARGED STAIR PANS A.ND.SECTIONS H'C1 1-EAT:DW'AT DIAGRAM A103 ENLARGED P-EV OR P AND S&\O IONS H{3 fFA :AGNi'A =R OIAGRAtl AIL:] ENLARGED�'Z'+OR PANS AND SECTIONS H501 YCHDJLES N'•^C AN:. EN:APGI .I 1257100H PLANS AND gNAT1ULE Hy,;! p AILS.f.VAC ACS LOLL)FINISH PLAN L ROOM:FLASH SCHEDULE HEAL DTALS•W.A.': A501 PJN DErAiLS H6O D Its.YVAC AS02 PLAN DETAILS P1CC U!NCE43:? °-';BING E'GAN . AS10 SECTION DEARS - FCC: fd.S-FLOOR a__N.P_'C_NG ASH SECTION DEiA:IS PC: 5<0 CF LOO'PLAN.P_CC?INC ' ASH S---CON DETAILS P C5 - CA N.R d:^.G A5❑ SKTONDE,A::S l .2'.NG �.e 4 CC ?� Y AS14 <ECTION DETAILS .PCti P.-C:PA.N. '3•n'G. AS20 F..1:NG DETAILS P30' ARC EL: LT:NG?LANE. 601 DOOR SCHfULE A ND ELF:ATOMS F'4- D:AGRA.:S:?L..-.51NO 460) STOREFRONT A::0 CUR AIN•SALL ELEVATIONS P5)I 5i_"'vLS-\D.DTA:IS.'PLL:'31NG A601 TCREFRONT AND CURTAIN-WALL ELEyATIONS Ai01 TT F.CAL SECTION:DETAILS - - 5101 FOUNDATION PLAN 5)01 LOW SECOND FLOOR FRAMING PLAN 5101 SECOND FLOOR FRAYING PLAN 520). THIRD FLOOR FRAL'I.NG PLAN 5704 FOURTH FLOOR FRAMING PLANS 5205 -ROOF;RASING PLANS 5301 -WALL SECTIONS 530) WAIL SECTIONS 5)03 V,ALL SECTIONS. 5304 WALL SECTIONS S)O5 WALL SECTIONS 5305 WALL SECTIONS 5401 GENERAL NOT LS SCHEDCLES A•NDASRA EV 5402 SCHEDULES 5403 TNT SECTIONS AND ENTAILS 5:04 TTPSECTIONSAND DETAILS 5:05 rIP SECTIONSAND DETAILS 54,2v SECTIONS ANDD5:AY3' 5.01 SECTIONS AND DETAILS S.C$ SECTIONS AND DE A11.5 5501 BRACING ELEVAP.OAY 5502 EALING ELEVATIONS 56:0 Y.ODc7VIEA5 5631 5'00ELVSENE EXHIBIT F-1 Items/Categories of Finish Selections Civic Offices build-out Civic Rehearsal Space build-out Z:Documents\Shoup,.Ienny\City ofCormel\arcef - 17Nov09 7\Thcater\Civic\Agreement Awecmcnl with Civic:v9.wpd EXHIBIT F-2 Process for making Finish Selections Civic shall provide to CRC the name of a representative authorized to make determinations on behalf of Civic with respect to Finish Selections, and CRC shall be entitled to rely on the determinations made by such representative. Bearing in mind the requirement that the Substantial Completion Date occur no later than June 1,2011,CRC in a timely manner shall deliver to Civic a list of proposed Finish Selections(including, if applicable,alternate selections)for approval and/or selection by Civic. The Finish Selections on such list with respect to (a)the Civic Offices that are located in the Office Building shall reflect a build-out allowance of approximately$50.00 per square foot;and(b)the Civic Offices that are located in the Garage and the Civic Rehearsal Space shall reflect a build-out allowance of approxin-.ately$1,900,000 00 for the entirety of the Theater Facilities that are located within the Garage(of which the Civic Offices located in the Garage and the Civic Rehearsal Space are a part). Civic shall have 30 days from the date that it receives such list within which to approve and/or select the proposed Finish Selections;provided that,'if Civic does not approve of the Finish Selections on such list then Civic and CRC shall work jointly and in good faith to reach an agreement with respect to the Finish Selections. The interior finish selections for the Mair:Stage Theater, the Black Box Theater,the other Theater Facilities that are not reserved for the exclusive use of Civic,and the Common Lobby shall be determined by CRC,and subject to the reasonable approval of Civic. i9Documcnt\Shoup,lcnnylCity of CannelWamcl I7 loe09 7 TheaterlCivicW1reemenfAgrccment with Civic.v9.wpd so r\,16 A G Curie-Nr EV 1Pu w-r \( Si ' otaflays.&t , s., ._...`. rag Q1 3 � 4io M A I Llom// CARMEL REDEVELOPIii NT/COMMISSION James Brainard // Mayor F uip FM Ki I L I S ms )4•4 //,/ 5r4 t LM- rr49 l Et#Z_, 1 Commissioners I y 0 .Sawa 6,00110;p;G b.J' ) C tU!C. T"'ris n . I N. Ronald E.Carter President ., „�, �., C - J�, SOU 1 a ,T .d l o- ; Fie�=ur,y/l it-.,71 . LI ,�t(` a William Hammer Vice President Carolyn E.pinker Secretary y; 51 L.tI v P,\I i igg.J/r;i') tr 1..4 -./ Jeff-Wonull Commissioner ?;; Cr �"'wt �^t04 07" ?MI 51 Gregory:PhUlips . (_I. "{�'1/I K kJ co.S'(tJ`f I I` 3d' Commissioner Les Olds,Al? Executive Director. .Sherry S.MieLke Director of Operations ., CURf�i:l I i=4`0; »1r ;.Sl X11} fi 1s M A 1 N T7 I 4-7'1 g, '7 2 dJ1 abe,,o0 0 I t A Tint, j; ;: Cr'/; 60 1 00 COsptt.:lyl1L: °v 1.4 e 30 WEST MAIN STREET,SUITE 220, CARMEL; IN 4603,2 OFFICE 317:571.ARTS (7787) FAX 317.571.2789 • kO k-LPL M$Th 7JS1 7 cluipme lJAVOy GHDT Equipment List DESCRIPTION TOTAL. . CONTROL ETC ION 1500 CONSOLE W/2X20 FADER.WING 1 ETC REMOTE FOCUS UNIT 1 ETC REMOTE VIDEO INTERFACE(DESIGNER STATION).. 1 . MONITOR .. 4 DIMMING ETC 96/2.4KW SENSOR RACK 4 DISTRIBUTION CIRCUIT BREAKDOWN FRONT OF HOUSE PIPE 2-CIRCUITS 1-24(24 CIRCUIT RACEWAY CONNECTOR STRIP) 1 FRONT OF HOUSE PIPE 1-CIRCUITS 25.48(24 CIRCUIT RACEWAY CONNECTOR STRIP) 1 SL BOX BOOM-CIRCUITS 49-60(12 CIRCUIT RACEWAY CONNECTOR STRIP) 1. SR BOX BOOM-CIRCUITS 61-72(12 CIRCUIT RACEWAY CONNECTOR STRIP) 1 APRON PIPE CIRCUITS 73-90(18 CIRCUIT.RACEWAY_CONNECTORSTRIP) 1. 1!ELECTRIC-CIRCUITS 91-114(6 CIRCUIT PIPE A'OUNTED OUTLET BOX) 4 L 1A ELECTRIC-CIRCUITS 115-132(6 CIRCUIT PIPE MOUNTED OUTLET BOX) . '3. 0 2 ELECTRIC-CIRCUITS 133-162(6 CIRCUIT PIPE-MOUNTED OUTLET BOX) ,5 3 ELECTRIC-CIRCUITS 163-192(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 3 4 ELECTRIC-CIRCUITS 193-228(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 6 1` 5 ELECTRIC-CIRCUITS 229-240(6 CIRCUIT.PIPE MOUNTED OUTLET BOX) 2 SL PROSCENIUM-,CIRCUITS 241-249(9'.CIRCUIT-RACEWAY KCONNECTOR STRIP) 1 V SR PROSCENIUM-CIRCUITS 250-258(9 CIRCUIT!RACEWAY CONNECTOR STRIP) ._ 1 SL LADDER 1-CIRCUITS 259.264(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 . SL BOOM 1-CIRCUITS 265-267(3 CIRCUIT PIPE tMMOUNTED OUTLET BOX) 1 '3 SL LADDER 2-CIRCUITS 268-273(6 CIRCUIT PIPE MOUNTED OUTLET BOX). - -1.. 'Q SL BOOM 2-CIRCUITS 274-276(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1. kl SL LADDER 3-CIRCUITS 277-282(6 CIRCUIT.PIPE MOUNTED OUTLET BOX) . 1. SL BOOM 3-CIRCUITS 283-285(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 ry SL LADDER 4-CIRCUITS 286-291 (6 CIRCUIT PIPE MOUNTED OUTLET BOX). 1 SL BOOM 4-CIRCUITS 292-294(3 CIRCUIT PIPE MOUNTED OUTLET BOX) . -1 Lt SR LADDER 1-CIRCUITS 295-300(6 CIRCUIT'PIPE MOUNTED OUTLET BOX) - 1 --' SR BOOM 1-CIRCUITS 301-303(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 'IU SR LADDER 2-CIRCUITS 304-309(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SR BOOM 2-CIRCUITS 310.312(3 CIRCUIT PIPE MOUNTED OUTLET BOX)- -1 SR LADDER-3-,CIRCUITS 313-318(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SR BOOM 3-CIRCUITS 319-321 (3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SR LADDER 40IRCUITS 322-327(6 CIRCUIT PIP E MOUNTED OUTLET BOX) 1 i SR BOOM 4 CIRCUITS 328-330(3 CIRCUIT PIPE MOUNTED OUTLET BOX). 1 I SL MIDGALLERY-CIRCUITS;331336(6 CIRCUITPIPE MOUNTED?OUTLET BOX) 1 `v,/ SR MIDGALLERY-CIRCUITS 337-342(6 CIRCUIT PIPE MOUNTED OUTLET BOX) Page 1 11/3/2009 oxvaok G R, )■ ) GHDT Equipment List GROUNDROW-CIRCUITS 343-354(6 CIRCUIT WALL MOUNT OUTLET BOX)(MOUNT ON US 2 FOOTLIGHTS-CIRCUITS 355-360(3 CIRCUIT WALL MOUNT OUTLET BOX).{MOUNT IN PIT). 2 I WORKLIGHTS-CIRCUITS 361-366(INSERT ON RACEWAYS AND OUTLET BOXS) I HOUSE LIGHTS-CIRCUITS 367-384 V ALL RACEWAYS AND OUTLETBOXES SHOULD HAVENO LESS THAN 1-2UAMP OUTLET EQUIPMENT(INCLUDE.SAFTY CABLE/LAMP/CLAMP/GEL FRAIV1E(S)) 19`ETCS4/750W 80 26*ETC S4/750W 140 36`ETC-S4/750W _ . 80 50`ETC S4/750W 10. 70`ETC S41 750W 10 90*ETC 841750W 10 PAR64 ETC S4 W/ALL LENSES/750W 30 VARI-LITE.1000 TS/1000W. 20 3CELLALTMAN SKY CYC I1KW ...8.. 3 CELL ALTMAN GROUND CYC I IKW W/FLOOR TRUNIONS 8 L&E.35W12V1OLTNANO STRIP VV/FLOOR TRUNIONS. 12 19*ETC S4 FOLLOW SPOT W/IRIS+BOOMERANG/750W. ,.3. OCEAN OPTICS SEACHANGER COLOR ENGINE 30 WYBRON FORERUNNERS WI STANDARD GEL SIRING - 40 ACCESSORIES . .. 40 7.5":4 FLAP-BARNDOOR .. . 8 ETC TEMPLATE HOLDER .150 WYBRON FORERUNNER 300W POWER SUPPLY 2 ETC ETHERNET 2 PORT NODE - 1 NODE FOR EVERY NET TAP . _.. .. . _ _.. .. .. SPECIAL EFFECTS LEMAITRE RADIANCE HAZER 1. CITY THEATRICAL AQUA FOGGER(DRY ICE.MACHINE) 2 CABLE SO 5'.2P&G SO STAGE CABLE 50. SO' 2P&G SO STAGE CABLE _ - . .: . . 40.15 2P&G SO.STAGE CABLE:.. - 30 . 20'.2P&G SO STAGE CABLE, 30 25'2P&G SO STAGE CABLE 20 50' 2P&G SO STAGE CABLE .. _. .20 18"2-FER .. 30 Page 2 11/3/2009 xbt ��k. 6p1 civic GHDT Equipment List • XLR 10'4 PIN XLR CABLE 40 15 4 PIN XLR CABLE. 10 25 4 PIN XLR CABLE 10 XLR TERMINATOR 2 DMX • 1015 PIN DMX CABLE 20 25'5 PIN DMX CABLE 10 50'5 PIN DMX CABLE .. 5 DMX TERMINATOR 5 ETHERNET • 10'ETHERNET CABLE .. 10 HARDWARE _ . . ... • •18".SIDEARM .. . _. 48. SIDEARM TEE 48 5016 BOOM BASE W/1.1/2"X12'0"PIPE 10 18'9 RUNG LADDER(TO BE HUNG FROM MIDGALLERYS) 8 SOFT GOODS 287‘28'PLEATED MAIN CURTAIN PANEL W/CHAIN POCKET 2 58'X8'26oz FLAT BLACK BORDER W/CHAIN POCKET • 5 12'X26'.26oz FLAT BLACK LEG W/CHAIN POCKET 10 32'X26 26oz FLAT BLACK PANEL W/CHAIN.POCKET 2. 58'X30' BLACK SHARKSTOOTH SCRIM`W/•PIPEPOCKET 1. 58'X30'ROSCO TWIN WHITE PROJECTION SCREEN WI PIPE POCKET ...1 SOUND . . CD PLAYBACK 1 HOUSE FEED 1 MONITORS ON ALL.BOOMS. ... ... _. 8. FLOOR • 42'X36'SPRUNG DANCE FLOOR'(APPROX) _ . 58X6 BLACKMARLEY DANCE FLOOR . . 6 Page 3 11/3/2009 E tto - 6p5" Civic GHAT Equipment List DESCRIPTION TOTAL CONTROL ETC ION 1500 CONSOLE W/2X20 FADER WING 1: ETC REMOTE FOCUS UNIT 1 ETC REMOTE VIDEO INTERFACE.(DESIGNER_STATION) 1 MONITOR 4 DIMMING ETC 96/2.4KW SENSOR RACK 4 DISTRIBUTION CIRCUIT BREAKDOWN FRONT OF HOUSE PIPE 2-CIRCUITS1-24.(24 CIRCUIT.RACEINAY.CONNECTOR STRIP) 1: FRONT OF HOUSE PIPE 1-CIRCUITS 25-48(24 CIRCUIT RACEWAY CONNECTOR STRIP) 1 SL BOX BOOM-CIRCUITS 49-6D(12 CIRCUIT RACEWAY.CONNECTOR STRIP) .. 1 SR BOX BOOM-CIRCUITS 81-72(12 CIRCUIT RACEWAY CONNECTOR STRIP) 1 APRON PIPE-CIRCUITS 73-90-(18.CIRCUIT RACEWAY CONNECTOR STRIP) 1 ELECTRIC-CIRCUITS 91-114(6 CIRCUIT PIPE MOUNTED OUTLET BOX) . 4 1A ELECTRIC-CIRCUITS 115-132(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 3 2ELECTRIC-CIRCUITS 133-162(6.CIRCUIT PIPE-MOUNTED OUTLET BOX) - 6. 3 ELECTRIC-CIRCUITS=163=192(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 5 4 ELECTRIC-CIRCUITS 193-228(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 6 5 ELECTRIC CIRCUITS 229-240(6 CIRCUIT PIPE MOUNTED OUTLET BOX) SL-PROSCENIUM-CIRCUITS.241-249(9 CIRCUIT RACEWAY:CONNECTOR STRIP) 1- SR PROSCENIUM-CIRCUITS 250-258(9 CIRCUIT RACEWAY CONNECTOR STAIR) 1 SLLADDER1-CIRCUITS 259-264(6 CIRCUIT.PIPE MOUNTED OUTLET BOX) 1..- SLBOOM1-CIRCUITS 265-267.(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1. SL LADDER 2 CIRCUITS 268-273(6 CIRCUIT PIPE MOUNTED OUTLET BOX)... �..1 SL BOOM 2-CIRCUITS 274-276(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SL LADDER 3-CIRCUITS(277-282(6 CIRCUIT PIPE;:MOUNTED OUTLET BOX) 1: SL BOOM 3-CIRCUITS 283-285(3 CIRCUIT.PIPE-MOUNTED OUTLET BOX) .. . 1.. SL LADDER 4-..:CIRCUITS 286-291 (6 CIRCUIT PIPE MOUNTED OUTLET.BOX) SL BOOM 4 CIRCUITS 292-294(3 CIRCUIT PIPE MOUNTED OUTLET BOX) . .. 1 SR LADDER 1-CIRCUITS 295-300(6 CIRCUIT PIPE.MOUNTED OUTLET BOX) 1' SR.BOOM 1-CIRCUITS 301-303(3 CIRCUIT PIPE MOUNTED OUTLET BOX) . . 1 SR LADDER 2-CIRCUITS 304-309(6 CIRCUIT PIPE'MOUNTED OUTLET BOX) - 1. SR BOOM 2-CIRCUITS 310-312(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SR LADDER 3-CIRCUITS 313-318(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SR BOOM 3-CIRCUITS 319-321 (3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1. SR LADDER 4-CIRCUITS 322-327(6 CIRCUIT PIPE MOUNTED OUTLET BOX) .. 1 SR BOOM 4-CIRCUITS 328-330(3 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SL MIDGALLERY-CIRCUITS 331-336(6 CIRCUIT PIPE MOUNTED OUTLET BOX) 1 SRMIDGALLERY-:CIRCUITS 337-342(6 CIRCUIT PIPE MOUNTED CUTLET BOX) -1 Page 1 11/3/2009 elk/U.100c G -0[p civiG GHDT Equipment List GROUNDROW-CIRCUITS 343.354(6 CIRCUIT WALL MOUNT OUTLET BOX):.(MOUNT.ON US.'- 2 FOOTLIGHTS-CIRCUITS 355.360(3 CIRCUIT WALL MOUNT OUTLET BOX)(MOUNT IN PIT) 2 WORKLIGHTS-CIRCUITS 361-3666(INSERT ON RACEWAYS AND OUTLET BOXS) HOUSELIGHTS-CIRCUITS,367-384 . ALL RACEWAYS AND OUTLET BOXES SHOULD HAVE NO LESS THAN 1-20AMP OUTLET EQUIPMENT(INCLUDE SAFTY CABLEIL AMP/CLAMP/GEL FRAINE(S)) 19`ETC S4/750W 80 26`ETC S4/750W 140 36`.ETC S4/750W 80 50`ETC S41750W 10 70`ETC S4/750W 10 90*ETC:S4/750W 10. PAR64 ETC Sd VV/ALL LENSES/750W 30 VARI-LITE 1000TS 11000W 20 3 CELL ALTMAN SKY CYC/1KW. _ 8 3 CELL ALTMAN GROUND CYC/•1KWW/FLOOR-TRUNIONS 8 L&E 35W12V10LT NANO STRIP W/FLOOR TRUNIONS - .12 19*ETC S4 FOLLOW SPOT W/IRIS+BOOMERANG/750W 3 OCEAN OPTICS SEACHANGER,COLOR ENGINE 30 WYBRON FORERUNNERS WI STANDARD GELS?RING 40. ACCESSORIES 6.25"TOP-HAT .. _ 40 7.5"4 FLAP BARNDOOR 8 ETC TEMPLATE HOLDER 150 WYBRON FORERUNNER 300W POWER SUPPLY 2 ETC ETHERNET 2 PORT NODE- 1 NODE FOR EVERY NET TAP SPECIAL EFFECTS . LEMAITRERADIANCE HAZER 1 CITY THEATRICAL AQUA FOGGER(DRY ICE MACHINE) - 2 CABLE SO 6 2P&G SO STAGE CABLE - . - 50. 10' 2P&G SO STAGE CABLE - - 40 15' 2P&G SO STAGE CABLE 30 20'.2P&G SO STAGE CABLE 30 25' 2P&G SO STAGE CABLE - 20 56'. 2P&G:SO STAGE CABLE 20 1812-FER 30. Page 2 11/3/2009 clv(c GHDT Equipment List XLR . • 10'4 PIN XLR.CABLE 40 15'4 PIN XLR CABLE 10 25'4 PIN XLR-CABLE . _ 10 XLR TERMINATOR 2 DMX • 10'5 PIN DMX CABLE 20 25'.5 PIN DMX CABLE 10 50'5 PIN DMX CABLE 5 DMX TERMINATOR . 5 . ETHERNET 10'ETHERNET CABLE . 10 HARDWARE • 18'1 SIDEARM . 48 SIDEARM TEE .. 50Ib BOOM BASE W/1:1/2"X12'0'.PIPE. 10 18'9 RUNG LADDER(TO BE HUNG FROM MIDGALLERYS) 8 SOFT GOODS.. .. . . 28'X28'PLEATED MAIN CURTAIN PANEL W/CHAIN.POCKE7 2 58X8 26oz FLATBLACKBORDER WI CHAIN POCKET - 5. 12.7.251 250z LEG W/CHAIN POCKET' . 10 32'X26'26oz FLAT BLACK PANEL WI;CHAIN POCKET 2 58'X30' BLACK SHARKSTCOTH SCRIM WI PIPE POCKET 1 58'X30'ROSCO TWIN WHITE PROJECTION SCREEN W/PIPE.POCKET 4 - SOUND . .. • CD PLAYBACK 1. HOUSE FEED 1. MONITORS ON ALL BOOMS, _ 8. 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Vic°N E w u'i`=row < ° ° °u y _ - Q L 'Q c m G -, 4 1 y v > E to* g=, .u m w ,o ° zo.o . c o v u 2 v- pc c z E o — .F. n �z' a w =a c. no o - meoo ;m o rov '5 o 'o > > tD O c € E N N N Q Vi V! N Q l�i `N b V Q q..� a m 01 c.Q` :V o U 2 rn b o N mr C Vl b N.m a O.- N M N W N N N NI N N N N N N M M M C ..i ri ..F - .w N.4 a-.4._, 'I L- 2 N 4 0. G :;#'i 'S�NI !'d.� r s .c -h:,r ` 'SW�h'h >'t' r . •a x Ern r gar 'tom ,_7 —.+ �, rK. ti>4:,S:mzr...i.,r 1 nee' i‘iiii,iii 1, EL tine /50X kcpo fpo1/(rr r "` s2 b 'mann)limit 4 1 "„ y„i'v «„ . �� j .t ' : �3".t7i*** '11'9, . r iii :s d ±; ; The Studio Theatre is an intimate, flexible space able to deftly cater to many uses. Equipped with the latest in lighting,sound, and staging capabilities,the room's adaptability makes it ideal for many different events.The Studio Theatre features variable acoustics,tiered seating, a wood floor to accommodate dance, S ia147 ,.,5 {.: ., and.alarge glass window that looks , , ,,4'3 out onto the Sconyers Plaza and the �I t x, 4%f v,+ :a Arboretum,The room can comfort- , ': s-";./..,,,,0,. ;_* ` ably ably seat up to 250 for lectures, >� a �`t «r-t, ” 200 theater-style, and up to 200 ' SI 'rye ''', 'i n *i` - ,r,' , for banquets. R u '.A 3�-eS,fs, w :;- 4,' You c it:,;.e.peptittZel''.ticititq'ci'047:41'-r.-.-'.. '11''':-.2--,4WW4Q,Illtat,,c4=liciejAir; � „,,:a r �* Is $1. 0-it,.Ayu {tip 'lmve:7t �tt—.1, -T'air'- A5 it-°� n� s y o, k "i z s ,-B u;r icy J) � `AStF ?, S 3 M C , y y,t} ,+,c -. 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B ab.s is n -�{-... riCe M . x31°''," a x' s "x-10-PagnaY14YeltaF Z` '1.1 tir s+,i r . het A&., � � l iM° bk{+� t 4 - -. , v ` 'a,,� bk:St(A`15�1bti54"��.zs ^asp a"° tmorma ' .r� ` .. t r vl rv. fa{�g� !.f-SQ X94 ud b ' . :a §F boll Irv.) b ., trsireaF . .,����`� �1ii,,,,r.� lktot�t, .. rY . .� :f rtiriu., s "spy �S ph a w 7701.43(/**:.4.[•,�r "tL-,,.�=��5tg;$4*: 1/n_ r I TS", r ; 74"c.' i k d. g 8 r°r z,stiff .e-X�/too k.., �!. o `t y 1" N T' d& a 5 t EELECTRRtICA', AND c 9 ECT CS 4,si t fh 7 -rx k �lll,x.:,4 A-',.I Power Iv <x -; js ^' e-" "'yµ 'it'''.r • 4 i 4004,120/208 VAC aux power with Bistro.box for 200A, a ,(.1 E h r<v ',*i"` � , r .+r > 100A and 60A available•r a rk ,., q��h c e z= tl - R � 7 „qt, t' �. ti STUDIO THEATRICAL LIGHTING DIMMING AND c u`5 " ='' "--.4144.11.1.1", nx 4t,sv4'13 $ t�a +'k� . CONTROL � #zawa t, y ---Ar bd s m r r 1. I r f° ri zi.' - Studio Control Console.ETC Express 48/96 with focus remote Q' r tP+q" „,,,y,w -s .�,-sj -ii4kL4 Dimming:.(96)20A dimmers located an grid supports,technical }"$�` „ v, � .. _ lz z.+ + 'T 't, Y catwalks and at ground level Ethernet/DMX/remote focus interface -lv 1 " .o �„�.,. - I ' "_ z receptacles on tension grid,tech catwalks and at ground level - a beak . , 1 ',.k b�" ELECTRICAL. CIRCUIT SCHEDULE , .wins "�'1',= Location 2.4}ON Circuits Tension Grid DSL 1-6 LEN.1 AL Tension Grid DSCL 7-12 The Studio Theatre shares lobby and loading dockwith Jackson Hall.The ter- Tension Grid DSCR 13=18 race on north of studio overlooks the Arboretum.Catering support space Is Tension Grid DSR 19-24 adjacent to the Studio. Tension Grid CSL 25-30 Tension Grid CSLC 31-36 SEATING CAPACITY Tension Grid CSRC 37-42 The Studio Theatre at Mondavi Center for the Performing Arts is a black box Tension Grid CSR 43-48 configuration with a tension grid and atelescopic seating.configuration:174 up Tech Catwalk SL 49-52 to a max of 200(two rows on floor) Tech Catwalk USL 53-56 Dining: 200 Tech Catwalk UCL 57-60 Theater-in-the-round. 120 Tech.Catwalk UCR 61-64 "fetal square iootaae: 3,000 Tech.Catwalk USR 65-68 Tech.Catwalk SR. 69-72 LOADING DOCK Floor DSL 73-78. Loading dock is located In the west end of the center just off New Davis Road. Floor USL 79-84 and is shared with Jackson.Hall.The loading dock is at stage level with dock Floor USR 85-90 levelers.It can accommodate up to three full size trailer truck simultaneously. Floor DSR 91-96 Equipment may be ramped from ground to stage level if-necessary.Set and Crate storage is located Just off the loading.dock. LIGHTING INVENTORY ETC.Source 4(575) BACKSTAGE SUPPORT 19 Deg 6 Three group dressing rooms,all equipped wth toilets and showers.Each room 26 Deg 50 holds.6.8 performers. 36-Deg 24 Strand Century(1 KW) S tAGE FLOOR 6"Fresnel 30 Sprung wood floor,end-grain fir,stained dark brown. Cyclorama. Dimensions:50'x 60'. 9 Cell Cell Cyc Strip(750W)10 The performance area Is roughly 40'wide x 17'deep Accessories, 18"Sidearms 24 Light booms 6 PIGGING - - Tension wire grid spans entire area above floor.(23'ea!).Fixed lighting batons are attached to grid supports.Drapery positions'are-dead Bung from rigging grid through the tension grid: Technical catwalk(14'.agl) located on N,S and W walls of studio. DRAPERY SCHEDULE Line Set Drape Sire Color 1 Border#1 75'x 4' Custom Green 2 Legs#1 11'.x 22' Custom Green 3 Legs'#2 6'x 13' Black 4 Legs#3 11'x 22' Black 5 Border#2 75'x 4' Black .6 Legs#4 11'is 22' Black 7 Legs#5 11'is 22' Black 8 Border#2 75'is 4' Black 9 Legs#6 11'x.22' Black 10 Cyclorama 49'.x.22' Lena Grey 11 Backdrop (3)25'x22' Black Telescopic Seat Masking (4)12'is 7'x" Custom Green ` 52611+Af1111tra,i ItaAWLA1-701-4Y416 . rtiltl „x� .SuMT.Y nrelia 11116114 " 818111tMmanWNMEB 621.� ftg H xer Allen Si Heath 0L4000-824 24 Input channels(20 mono/4 stereo) 8 Groups 10 Aux Sends 11x4 Matrix 8 Mute Groups 4 Band CO plus HPF Amplifier.Crown Macro Tech 1200 1pc'akers:2 Renkus Heinz TRC-121 Outboard Gear 1 Yamaha SPX-990 Effects Processor 2 Clark Teanik.DN360-B Dual Ch 1/3/Oct.Graphic EC 1-fascism 122141(111 Cassette player/recorder 1 Tescarn•CD-301 CD Player 1 Panasonic SV-3800 DAT player/recorder Micro p hones shd red wii_tb Jarkaan Hall). 8-CAD-90Vocal 12.-Shure SM-57 Instrument 6-.MG C-1000:Condenser 2-CAD CM-17 Condenser 1-Shure SM-81 Condenser 1-Audio Tehcnica.ATM-25 6.-Senheiser 421 2-AKG C-3000 2-AKG-C-451 2-.AKGC-414 3 Audio Technics 4033 2-Senheiser 509 6-Senheiser 504 w/clip 3 Crown PCC-160 Has ring_Imps rgd_Systgm. Senheiser-SL1015,System Transmitter 5 Senheiser R11250J Headsets 5.Senheiser R111506 Receivers Intercom System 1 Clear Corn M5440.Main Station 4 Clear Corn RS-502 Beltpacks 4 Clear Corn Headsets(single muff) Stare Misers A set of'StageRight Z-600HD.platform risers are aveilat:le. �` .:;+ „`, "r_"`;= °`T -) Stn, ,s r f v i iip i r 10 3 ii. v. y g s yr . "R $' 1.ky & a 'k eg, t t. 1 ctl 1 @a rail c+ -s g it .yew rim k t 3'�7` i alp.N ';4k- f e t,, .- -'`, mat t.'I xr gltx i s C`4 $ C y f .r,' i , e �1 § ¢rti; 7 t' rt'r 1, f �r?t .9 "' o t„° nvy.a '' ' „ t. CIA E {' Y�^i'" Aa • ' 1u ...,r11-":11 , i �r 4• W '1 r..VE,4• its $$ S f k* q l 14 # N ye 1� d•vMse'7t• 'mkel.4rb','1. 0 Y - Y' . 0.r Ar. .fT .A ^ .a. J. °;y Page 1 of 1 Cfi_ it Steven Libman<stevenlibman @gmaA.corei> costume shop Steven Libman<stevenlibman @gmail.com?: Tue,Nov 3,2099 at 5:24 PM To:Steve Stutz<s s @pedcocnet>, 'DItl s,.Les"<LOlds @carmelin.gov>, Michael Lesley <michael @civictheatre.org>, Robert Sorbs ra<Sorbera @civictheatre.org>, Jeremy Stephenson <jstephenson @reireales tate.com> Hi, Here is what a costume shop manager is.recommendingwe have....at a minimum...we.will need this for both the Concert Hall and the 500 seattheatre...a will list the total,and if we divide by two then half goes In the concert hall and the other half in the 500;eat theatre. o 2-Naomoto irons-model#.HYS 58 Gravity feed(the Naomoto web site will direct us to a local dealer) o 2-Cisset ironing boards a 2-vacuume boards-(Atlanta Thread and Supply) o 2-Industrial,sewing machines(Atlanta Thread and supply). 0 2-rUnfdryer Quality Crag The Unimac company can supply 0 2-regular top load washing machines from Sears-buy a very good brand. o 2-steamers for suits, tuxes.etc o Mirrors on;thewalls..:somewhere - - Questions? . (L Steven Stevens. Libman \s"-- c'W't 3 Executive Director SW 't3 Performing Arts Center V, 355 West City;Center Drive t � Carmel. IN 46032 (0)312-708-3373 6/ jf C (C)412-708-2222 ( U 1-1111 C r� https://mail.google.cam/mail/?ui=2&ik=0388586ca5&view=pt&search=sent&mag=124bc... 11/3/2009