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HomeMy WebLinkAboutBobby John/CRC/Land Contract $1,300,000 LAND SALE CONTRACT This Land Sale Contract(the"Contract"),entered into by and between BobbyJohn, LLC (the "Seller"),�nd An,(/�The City of Carmel Redevelopment Commission ("CRC"), this led day of , 2011, WITNESSES: Recitals WHEREAS, Seller and CRC have entered into that certain Purchase Agreement dated February 9, 2011 (the "Purchase Agreement"); WHEREAS,pursuant to the Purchase Agreement, Seller has agreed to convey to CRC,and CRC has agreed to purchase from Seller, certain real estate owned by Seller and more particularly described and/or depicted on Exhibit A, attached hereto and incorporated herein (the "Parcel"), together with and including all of Seller's right, title, and interest in and to: (a) all buildings and improvements located on the Parcel (the "Improvements"); and (b)all rights, interests, privileges, and easements in any way appertaining to the foregoing, or used in connection therewith (the "Rights"); WHEREAS, the Parcel, the Improvements, and the Rights, collectively,rare the "Property"; WHEREAS, pursuant to the Purchase Agreement, the purchase price for the Property is $1,300,000.00 (the "Purchase Price"); WHEREAS, the Purchase Agreement contemplates that, at the closing of the transaction contemplated in the Purchase Agreement(the"Closing"),Seller and CRC shall enter into a land sale contract pursuant to which CRC shall pay the Purchase Price; WHEREAS, the Closing occurred on the date hereof; and WHEREAS, Seller and CRC desire to enter into this Contract; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, Seller and CRC agree as follows: 1. Purchase Price. CRC shall pay the Purchase Price as follows: (a) Interest. Interest shall accrue on the unpaid principal balance of the Purchase Price remaining from time to time(the"Principal Balance"),with such interest accruing:(i)from the date hereof(the"Execution Date") until the Purchase Price is paid in full; and (H)at the rate of 6.77% per annum (the"Interest Rate"). The Principal Balance and the accrued but unpaid interest (the "Accrued Interest"), collectively, are the "Contract Balance". (b) Payment. (i) Commencing on the Execution Date, and continuing thereafter on the first day of each month, CRC shall pay to Seller 29 equal monthly payments of principal plus interest in the amount of $7,625.00. Each monthly payment paid to Seller shall be applied: (A) first, to Accrued Interest; and (B) second, to reduce the Principal Balance. (ii) On the first day of the 30th full calendar month following the Execution Date (the "Final Payment Date"), CRC shall pay to Seller a balloon payment in an amount equal to the Contract Balance. (c) Prepayment. CRC may make prepayments of any amount of the Contract Balance at any time without penalty or premium, which prepayments shall be applied: (i) first, to Accrued Interest; and (H) third, to reduce the Principal Balance. (d) Miscellaneous. All amounts due under this Contract by CRC shall be subject and subordinate to CRC's obligations pursuant to all: (i) bonds; and (ii) installment contracts assigned to lenders to secure financing; whether first arising before or after the Effective Date. 2. Taxes and Insurance. (a) Taxes. Pursuant to the Purchase Agreement: (i)Seller shall pay all:(A)general and special governmental and utility assessments(the"Assessments");and(B)real estate taxes (the "Real Estate Taxes"); with respect to the Property; that first become due and payable prior to the Execution Date; and (H) CRC shall pay all Real Estate Taxes that first become due and payable on or after the Execution Date. CRC acknowledges that: (i) it received a credit against the Purchase Price at closing in the amount of the Assessments and Real Estate Taxes that were not: (A)to be assumed by CRC; and (B)due and payable at the time of closing; (ii) Seller shall not be further liable for such Assessments or Real Estate Taxes; and (iii) CRC shall be responsible to pay all such Assessments or Real Estate Taxes. Accordingly,from and after the date hereof, CRC shall pay all Assessments and Real Estate Taxes due after the Execution Date. CRC, at its expense and upon written notice to Seller, may contest on its and Seller's behalf any changes of the assessed valuation of the Property. Seller shall cause all statements for Assessments and installments of Real Estate Taxes to be sent directly to CRC, and CRC, upon written request by Seller, shall provide to Seller evidence that CRC has paid such Assessments and Real Estate Taxes. (b) Insurance. CRC shall maintain, or cause to be maintained, types and amounts of insurance with respect to the Property set forth on Exhibit B (the "Required Insurance"). All policies of insurance required to be maintained by CRC hereunder shall name Seller and any Mortgage Lender(as hereinafter defined)as additional insureds. CRC,upon written request by Seller, shall provide to Seller evidence that CRC is maintaining the Required Insurance. The Required Insurance may be maintained under a "blanket policy" insuring other parties and other locations so long as the minimum insurance policy requirements and limits set forth herein are maintained. (c) Payment. If: (i) CRC fails to: (A) pay any Assessments or Real Estate Taxes; or (B)maintain the Required Insurance;and(ii)such failure continues for ten days after written notice from Seller; then Seller may pay such Assessments or Real Estate Taxes, or obtain the Required Insurance, as the case may be, and add the amount paid to the Principal Balance. 3. Possession and Title. Seller and CRC acknowledge that: (a) on the Execution Date, Seller has given CRC full and complete possession of the Property, except for the rights and obligations of Seller and the tenant under: (i)the lease set forth on Exhibit C,which Seller and CRC expressly acknowledge and agree shall survive the Execution Date; and (ii)any future leases of the Property approved in writing by CRC,which approval shall not be unreasonably withheld (collectively, the "Permitted Leases"); (b) as of the date hereof, CRC has the right to any income from the Property,except from the Permitted Leases;(c)Seller has provided to CRC a land contract owner's policy of title insurance issued by Hamilton Title Security, LLC (the "Title Insurer") and satisfactory to CRC (the "Land Contract Title Policy"); and (d) Seller shall perform all maintenance and repair of the Property necessary or appropriate after the Execution Date, except for: (i)routine maintenance and repair of: (A)the interior of that portion of the Property depicted and/or described on Exhibit D (the"Warehouse Space");and (B)signage installed and/or maintained on the Property by CRC; Z 1Documentsl5doup.Jenny\City of carmellParcel 141MerrillLLand GontractlLand Sale Gontracl.v4 wpd -2- and (ii) janitorial services with respect to the Warehouse Space. After the date hereof, Seller shall not encumber the Property with a mortgage or any other lien. 4. Damage. All proceeds of the Casualty Insurance received by CRC and Seller as payment for any loss of, or damage to, the Property shall be applied as determined by CRC either: (a) to restoration and/or repair of the Property; or(b)toward prepayment of the Contract Balance; provided that, if an uncured Event of Default(as hereinafter defined)exists on the date of receipt of such proceeds,then Seller may require such proceeds to be applied toward prepayment of the Contract Balance, with any excess to be paid to CRC. 5. Mechanics' Liens. CRC shall not suffer or cause the filing of any mechanic's lien against the Property. If any mechanic's lien is filed against the Property, or any part thereof, for work claimed to have been done for,or materials claimed to have been furnished to, CRC, then Seller, at its option, may compel the prosecution of an action for the foreclosure of such mechanic's lien by the lienor. If: (a) any such mechanic's lien is filed; and (b) an action is commenced to foreclose the lien; then, upon receipt of written demand from Seller, CRC, at its expense, shall cause such mechanic's lien to be released by: (a) filing a written undertaking with a surety approved by the Court;and(b)obtaining a court order releasing the Property from such mechanic's lien. Nothing in this Contract shall be deemed or construed to constitute consent to, or a request of any party for, or as giving CRC the right or authority to contract for, authorize, or permit, the performance of any work or the furnishing of any materials that would permit the attaching of a valid mechanic's lien. 6. Indemnification. CRC hereby assumes all risk and responsibility for accidents,injuries,or damages to persons and property arising from its use and control of the Warehouse Space. Seller hereby assumes all risk and responsibility for accidents, injuries, or damages to persons or property arising from the use and control of the Property other than the Warehouse Space. Each party shall indemnify and hold harmless the other from and against any and all claims, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys'fees and court costs) arising from, or connected with, such party's: (a) failure to perform any of its obligations under this Contract; or (b) control or use of the Property as described in this Section (including, without limitation, any damage or injury to person or property); provided that these indemnifications shall not include any matter against which Seller or CRC is protected (or is required by the terms of this Contract to be protected) by insurance. If either party, without fault, becomes a party to litigation commenced by or against the other party, then the party by or against whom litigation is commenced shall indemnify and hold harmless the other party. 7. Use. CRC may use the Property for any legal purpose. CRC shall: (a) use the Property in a careful manner; (b)subject to Section 3, keep the Property in good repair; and (c)not commit waste on the Property. In connection with its use of the Property, CRC shall comply with all applicable federal, state, or local laws, statutes, or ordinances, or governmental rules, regulations, or orders. Until the Contract Balance is paid in full, Seller,from time to time,at reasonable times, and upon prior written notice to CRC, may enter upon and inspect the Property. 8. CRC Defaults. Each of the following shall constitute an "Event of Default" for purposes of this Contract: (a) Failure by CRC to make any payment,including,without limitation,any payment due under Sections 1 or 2, within 10 days after delivery of written notice by Seller; (b) Failure by CRC to observe or perform any term or condition of this Contract to be observed or performed by CRC with respect to insurance,and the continuance of such failure for 30 days after delivery of written notice by Seller; (c) Failure by CRC to perform or observe any other term or condition of this Contract, and the continuance of such failure for 30 days after delivery of written notice by Seller; provided that, if such failure is of a nature that it reasonably cannot be cured within 30 days, Z:\Documents\Shoup,Jenny\City of Carmel\Parcel 14\MerrilILLand Contract\Land sale Contract v4.wpd -3- then no Event of Default shall be deemed to have occurred so long as CRC: (i)commences to cure such failure within 30 days; and (H) diligently pursues such cure to completion; (c) The making of any levy on, or any seizure or attachment of, the Property; (d) CRC: (i) institutes or consents to any proceedings: (A) in insolvency; (B) for the adjustment, liquidation, extension, or composition or arrangement of debts; or (C) for any other relief under any insolvency law or laws relating to the relief or reorganization of debtors; (ii) files an answer admitting bankruptcy or insolvency, or in any manner is adjudged insolvent; (iii) makes an assignment for the benefit of creditors; or(iv) admits in writing its inability to pay debts as they become due; or (e) Any part of the Property,or all or a substantial part of the property or assets of CRC, is placed in the hands of any appointed receiver, trustee or other appointed officers or representatives of any court, and the appointment of such receiver, trustee, or other officer or representative is not vacated or set aside within 90 days of the appointment, or CRC consents, agrees or acquiesces to the appointment of any such receiver or trustee. 9. Seller Remedies. (a) Balloon Payment. If an Event of Default occurs and is continuing with respect to the payment to be made by CRC pursuant to Subsection 1(b)(ii),then Seller,as its sole remedy, may terminate and foreclose this Contract upon written notice to CRC. CRC hereby: (i) acknowledges and agrees that, upon termination of this Contract in accordance with this Subsection, CRC shall forfeit any and all equity that CRC may then have in the Property;and (ii)waives any right to contest such termination, foreclosure, and forfeiture. (b) All Other Defaults. If an Event of Default other than an Event of Default described in Subsection 9(a)occurs and is continuing,then:(i)at the option of Seller:(A)the remaining payments due pursuant to Subsection 1(b)(ii)less the reasonable rental value of the Property until the Final Payment Date shall become immediately due and payable without any notice or demand of any kind; and (B) Seller shall have the right to exercise any and all remedies available at law or in equity to: (1) collect the Contract Balance; (2)terminate this Contract; and (3) protect Seller's interest under this Contract and in and to the Property, including, without limitation, re-entering and repossessing the Property;or(H)Seller may exercise any and all remedies available at law or in equity to enforce the observation or performance by CRC of the terms and conditions of this Contract; provided that all remedies available to Seller shall be cumulative and not exclusive,and the failure by Seller to exercise any remedy at any time shall not operate as a waiver of the right of Seller to exercise any remedy for the same or any subsequent Event of Default at any time thereafter. 10. Seller Defaults. If Seller shall fail to perform or observe any term or condition of this Contract to be performed or observed by Seller, and such failure shall continue for 30 days after delivery of written notice of such failure by CRC (the"Seller's Cure Period"),then CRC may exercise any and all rights and remedies that it may have at law or in equity with respect to such failure; provided that: (i) CRC shall provide written notice of such.failure to each mortgage lender of the Property of which CRC has written notice from Seller (each, a "Mortgage Lender"); (H) if such failure is of a nature that it reasonably cannot be cured within the Seller's Cure Period, then such failure shall not give rise to any remedies provided in this Section so long as Seller: (A) commences to cure such failure within the Seller's Cure Period; and (B) diligently pursues such cure to completion; and (Hi) if there is a Mortgage Lender (and written notice thereof to CRC), then CRC shall not exercise any right or remedy that CRC may have at law or in equity until 30 days after the Seller's Cure Period; provided that, if such failure is of a nature that it reasonably cannot be cured within 30 days, then such failure shall not give rise to any rights or remedies provided in this Section so long as the Mortgage Lender: (A) commences to cure such failure within 30 days; and (B) diligently pursues sch cure to completion. Z:\OocumenIs\Shoup,Jenny\City of Cannel\Parcel 14\MerriIRLand ContractnLand Sale Contract v4.wpd -4- 11. Transfer of Title. Upon payment by CRC of the Contract Balance, Seller shall convey to CRC fee simple title to the Property by special warranty deed, subject only to: (a)easements and restrictions of record as of the Execution Date, as disclosed in the Land Contract Title Policy, except for the Permitted Leases, which shall be terminated; (b) the rights of persons in possession of the Property claiming by, through, or under CRC;(c)the lien of all Real Estate Taxes payable by CRC hereunder;and (d)any other encumbrances which, by the terms and conditions of this Contract,are to be paid by CRC. In addition to the foregoing, Seller shall deliver the following to CRC: (a) a vendor's affidavit, in form and substance satisfactory to CRC and the Title Insurer; (b) an affidavit that Seller is not a "foreign person", in form and substance similar to that delivered to CRC at the Closing; and (c) an affidavit that the Parcel is not"property"under the Indiana Responsible Property Transfer Law, as amended, in form and substance similar to that delivered to CRC at the Closing. 12. Subordination. (a) Subordination. Subject to Subsections 12(b) and (c), CRC hereby acknowledges and agrees that this Contract shall be subordinate to any mortgage lien filed against the Property by Seller prior to the conveyance described in Section 11 (each, a "Mortgage"). (b) Attornment. If a Mortgage is foreclosed (or there is a deed in lieu of foreclosure), then CRC shall: (i)attorn to the purchaser at the foreclosure sale (or the grantee under the deed in lieu of foreclosure); and (ii)recognize such purchaser(or grantee) as the substitute seller under this Contract until such purchaser (or grantee) conveys its interest in the Property; provided that: (i)none of the foregoing shall be deemed to be an acknowledgment by such purchaser (or grantee) of the validity of any claims of CRC against the prior seller; (ii) such purchaser (or grantee) shall not be liable for any claims of CRC against the prior seller; (iii) after such purchaser (or grantee) conveys its interest in the Property, such purchaser(or grantee) shall remain liable for defaults by such purchaser (or grantee) that occur: (A)after the foreclosure sale(or the deed in lieu of foreclosure); and (B) before such conveyance; and (iv) the purchaser at the foreclosure sale shall take title to the Property subject to CRC's rights under this Contract, such that, upon payment by CRC to such purchaser of the Contract Balance,as reduced only by payments:(A)made by CRC to Seller or such purchaser under this Contract; and (B)that such purchaser is not prohibited by law from accepting; such purchaser shall convey the Property to CRC in accordance with the terms and conditions of this Contract. All rights and obligations of the parties under this Contract shall continue as though such foreclosure (or deed in lieu of foreclosure) had not occurred. CRC shall execute and deliver to any such purchaser (or grantee) such further assurances,and all other documents,in form and substance reasonably satisfactory to CRC, confirming the foregoing as such purchaser (or grantee) reasonably may request. (c) Non-Disturbance. If a Mortgage is foreclosed,then the holder of such Mortgage shall not: (a)join CRC in any foreclosure proceedings;or(b)disturb the use and occupancy of the Property by CRC under this Contract; in either case so long as CRC is not in default under any of the terms or conditions of this Contract to be performed by CRC. 13. Notices. All notices permitted or required to be given hereunder shall be in writing, and shall be deemed to be delivered when: (a) delivered personally; (b) sent by facsimile, with electronic confirmation of receipt; or(c)sent by national overnight courier; in all events to the following addresses: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana 46032, Facsimile: 317-844-3498, Attn: Les Olds, with a copy to: Wallack Somers&Haas,P.C.,One Indiana Square,Suite 1500, Indianapolis, Indiana 46204, Facsimile:317- Z:Documenis\Shoup,Jenny\City of Carmel\Parcel 14\Merrill\Lana Contac6Land Sale ContracLV4.wpd -5- 231-9900,Attn: Karl P. Haas; or to Seller at: 9589 Valparaiso Court, Indianapolis, Indiana 46268, Facsimile: 317-396-0688, Attn: John Levinsohn, with a copy to: Bruce E. Smith, 930 East 66th Street, Indianapolis, Indiana 46220, Facsimile: 317-472-1802. Either party may change its address for notice by written notice delivered to the other party as provided above. 14. Assignment. CRC shall not sell, assign, pledge, mortgage, encumber, or transfer its rights and interests in and under this Contract without the written consent of Seller; provided that CRC, without the written consent of Seller, shall have the right to: (a) assign this Contract to any agency or instrumentality of the City of Carmel, Indiana; or(b) sell, assign, pledge, mortgage, encumber, lease, subcontract, or transfer its rights and interests in and to the Property to a party that has committed to CRC that it will utilize and/or redevelop the Property. Notwithstanding any sale, assignment, pledge, mortgage, encumbrance, lease, subcontract,or transfer by CRC permitted under this Section,CRC shall remain obligated hereunder until the Contract Balance is paid in full. This Contract otherwise shall be binding upon,and shall inure to the benefit of, Seller and CRC and their respective heirs, personal representatives, successors, and assigns. 15. Authority. The undersigned persons executing this Contract on behalf of Seller and CRC represent and certify that: (a) they are fully empowered and authorized by all necessary action of Seller and CRC, respectively,to execute and deliver this Contract;(b)they have full capacity,power,and authority to enter into and carry out this Contract; (c) the execution, delivery, and performance of this Contract have been duly authorized by Seller and CRC, respectively; and (d)this Contract is the legal, valid and binding obligation of Seller and CRC, respectively. 16. Miscellaneous. The terms and conditions of this Contract shall be governed by and construed in accordance with the laws of the State of Indiana. This Contract supersedes the Purchase Agreement, and is the final expression of the complete and exclusive agreement between Seller and CRC with respect to the Property. No agreement by and between Seller and CRC to modify or amend this Contract shall be binding and enforceable, unless all terms and conditions of the modification or amendment are set forth in writing and signed by Seller and CRC. This Contract shall not be recorded. At the request of either party:(a)both parties shall execute a memorandum of this Contract;and (b)CRC,at its expense,shall record the same. All exhibits referenced herein are attached hereto and incorporated herein by this reference. [Signature page to follow.] • Z:\Documents\Sftoup,Jenny\City of Carmel\Parcel I4\Merrill'and Contactland Sale Contraot.v4 woe -6- IN WITNESS WHEREOF,Seller and CRC have executed this Contract as of the day and year first written above. SELLER: B Printed: U \.}vd L E INS ° 1411 Title: r1 el-, C-K. CRC: THE CITY OF CARM I'EDEVELOPMENT COMMI Slc /% By: A. .I11�1WJIA ..A William Hammed' Wsident Z?Documents\Shoup,Jenny\City of CarmeRParcel I 4\Merrill\Land ConvacILand Sale Contract.v4.wpd -7- ACKNOWLEDGMENTS STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for the State of Indiana, personally appeared To■-td LTA rn)Sgt-14 , the 'F1A$� of BobbyJohn, LLC, who acknowledged the execution of the foregoing Land Sale Contract on behalf of su h entity. • ty j WITNESS my hand and Notarial Seal thi rJ��°;:�' AQCI.t , 2011. By: N7R..4 6. � r[ tR. WILLIAMS.OLSEN •u� x0i.':eV`. € Hamilton County " 'z .4/ My Commission Expires Printed Name: ,p.!, June 30,2016 I am a resident of _County, Indiana. My commission expires STATE OF INDIANA ) WY)re ioA( ) SS: COUNTY OF I IAMILTON ) Before me, a Notary Public in and for the State of Indiana, personally appeared William Hammer,the President of the City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Land Sale Contract on behalf of such entity. WITNESS my hand and Notarial Seal this )7day of 241 k RC H , 2011. RNOLD By: l , ' u /,! . ateofIndiana Notary •tRIic n Ex 7 o ntpins 2015 Printed Name: m I am a resident of County, Indiana. My commission expires This instrument was prepared by Ryan R.Wilmering,Attorney-At-Law,Wallack Somers& Haas,One Indiana Square, Suite 1500, Indianapolis, Indiana 46204. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Ryan R. Wilmering Z:\oocuments\Snoup.Jenny\City of Cannel\Parcel 14\Mernll\Land ContractiLand Sale Contract.v4.wpd -8- • EXHIBIT A Depiction and/or Description of the Parcel EXHIBIT B Required Insurance --� OP ID: 79 '4C°RO CERTIFICATE OF LIABILITY INSURANCE OATE(MMID 03102/111 11 V) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 800-678.0361 CONTACT NAME: Marianne Uban Hy/ant Group Inc-Indianapolis PNDNE FAx 301 Pennsylvania Parkway,#201 317-817-5151 (Arc.No,ExD:317-817-5136 (AIC.No):317-817-5151 Indianapolis,IN 46280 E-MAIL marianne.uban//11h lant.com W.Michael Wells ADDRESS: V Y PRODUCER CARME80 CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED City of Carmel INSURER A:Travelers Insurance Companies Steve Engelking INSURER B: One Civic Square Carmel, IN 46032 INSURER C. INSURER O: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR I TYPE OF INSURANCE IINSR WVD POLICY NUMBER IMMIDD/YYYT) IMMIDDIYYYV) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY GP09315757 01/01/11 01/01/12 DAMAGE TO RENTED 50,000 PREMISES(Ea occurrence) $ ■■ CLAIMS-MADE X OCCUR MEDEXP(Any one person) $ 0 PERSONAL 8 ADV INJURY $ 2,000,000 ■ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) A X ANY AUTO 8103036P64A 01/01/11 01/01/12 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accident) NON-OWNED AUTOS $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ I$ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER YIN ANY PROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER REXCLUDED? NIA (Mandatory --- (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROPERTY 630581M4076 01/01/11 01/01/12 SEE ATTACHED DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES Attach ACORD 101 Additional Remarks Schedule it more space is required) SEE ATTACHED. POLICIES INCLUDE COVERAGE FOR BOBBY JOHN WAREHOUSE AT 457 3RD AVE.SW.,CARMEL,IN 46032. CERTIFICATE HOLDER CANCELLATION EVIDENC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Coverage ACCORDANCE WITH THE POLICY PROVISIONS. (Applies to All Locations) AUTHORIZED REPRESENTATIVE — ©1986-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD CARMEBO PAGE 2 NOTEPAD INSURED'S NAME City of Carmel OP ID: 79 DATE 03/02/11 NAMLU INSURED: CITY OF CARMEL CARMEL CLAY PARKS BUILDING CORPORATION CARMEL REDEVBELAOPMENT COMMISI RECREATION CARMEL REDEVELOPMENT AUTHORITY CARMEL CITY CENTER COMMUNITY DEVELOPMENT CORPORATION PROPERTY LIMITS: BLANKET BUILDING AND BUSINESS PERSONAL PROPERTY: $426,376,441 REPLACE COST AGREED VALUE SPECIFIC BUILDING LIMIT: $2,623,959 SPECIFIC BUSINESS PERSONAL PROPERTY LIMIT:$150 000 BLANKET BUSINESS INCOME/EXTRA EXPENSE/RENTAL VALUE: $5,000,000 ACTUAL CAUSE VALUE AGREED VALUE EQUIPMENT BREAKDOWN-INCLUDED DEDUCTIBLE: 25,000 FLOOD LIMIT: 10,000 00 W/$50,000 DEDUCTIBLE EQ LIMIT: $10 00 000W/ 50 000 DEDUCTIBLE g MISC.SCHEgDULED EQUIPMENT: $2 479 588 W/$1,000 DEDUCTIBLE LE COMM''LIARTIICLES: $865 8g030 WE$1 0001 DEDUCTIBLE FINE ARTS: $1,551,975 W)$1,000 DEDUCTIBLE EXHIBIT C The Permitted Leases Lease Agreement by and between BobbyJohn, LLC(Landlord)and Club Canine, LLC(Tenant)dated July 31, 2006 and amended by First Lease Amendment dated February 15, 2011 EXHIBIT D Depiction and/or Description of the Warehouse Space