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HomeMy WebLinkAboutCross Reference - Easement Agreement Cross-Reference The deeds conveying title to the grantor are recorded as Instrument numbers and in the Office of the Hamilton County Recorder. EASEMENT AGREEMENT This Easement Agreement (the"Agreement"), entered into as of the_day of December, 2004, by and between The City of Carmel Redevelopment Commission (the"Grantor")and Pedcor Office, LLC (the"Grantee"),WITNESSES: Recitals WHEREAS, Grantor and Grantee, as assignee of Pedcor Investments, LLC, have entered into that certain Project Agreement dated December 27, 2002, as subsequently amended (collectively, the"Project Agreement"); WHEREAS, pursuant to the Project Agreement, Grantor has agreed to sell to Grantee, and Grantee has agreed to purchase from Grantor, certain real estate located within Parcel No. 2 of the City Center Redevelopment Project in Carmel, Indiana (the"Real Estate"); WHEREAS, Grantee has acquired the portions of the Real Estate known in the Project Agreement as the Phase I Site and the Phase II Site; WHEREAS, Grantee this day has acquired from Grantor that portion of the Real Estate described on Exhibit A(the"Phase IIla Site"); WHEREAS, the only portion of the Real Estate remaining to be acquired by Grantee is that portion of the Real Estate described on Exhibit B (the"Phase III Remainder"); WHEREAS, the Phase I Site, the Phase II Site, and the Phase III Site, collectively, are the"Project Site"; WHEREAS, "Office Building" shall mean a first class single and/or multi tenant office and/or retail building consisting of at least three stories, at least one of which will be a level of underground parking; WHEREAS, pursuant to the Project Agreement, Grantee has agreed to construct on the Project Site at least five coordinated Office Buildings, together with related improvements (the"Project"); WHEREAS, pursuant to the Project Agreement, the portion of the Project to be constructed on the Phase IIla Site consists of an Office Building, together with related improvements (the "Phase lila Project"); WHEREAS, Grantor has agreed to grant to Grantee a temporary non-exclusive easement appurtenant to the Phase IIla Site, for the benefit of Grantee and its successors and assigns, as owners of the Phase lIla Site, on, under, over, across, and through the Phase III Remainder and that certain real estate described and/or depicted on Exhibit C (the"Adjacent Real Estate")for purposes of construction staging activities in connection with the construction of the Phase IIla Project, and for no other purposes whatsoever(the"Staging Easement"); and WHEREAS, Grantor and Grantee desire to enter into this Agreement; Agreement NOW,THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, Grantor and Grantee agree as follows: 1. Easement Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Grantee the Staging Easement. Notwithstanding anything to the contrary set forth herein, Grantee shall coordinate the exercise of its rights with respect to the Staging Easement with the performance by Grantor of its scheduled work on the Adjacent Real Estate. 2. Easement Termination. The Staging Easement automatically shall terminate on the earlier of the date that is: (a) 30 days after construction of the Phase Illa Project is substantially completed; or(b) 90 days after construction of the Phase Isla Project is required to be substantially completed pursuant to the Project Agreement. Upon termination of the Staging Easement, the terms and conditions of this Agreement shall have no further force or effect 3. Liens. Grantee shall not suffer or cause the filing of any mechanic's lien against the Phase III Remainder and/or the Adjacent Real Estate (collectively, the"Easement Real Estate"). If any mechanic's lien is filed against the Easement Real Estate, or any part thereof, for work claimed to have been done for, or materials claimed to have been furnished to, Grantee, then Grantee shall: (a) cause such mechanic's lien to be discharged of record within 60 days after notice of the filing by bonding or as provided or required by law; or(b) provide evidence that the lien is being contested by proceedings adequate to prevent foreclosure of the lien, together with satisfactory indemnity (in an amount equal to at least 150% of the claimed lien)to Grantor within 30 days after notice of the filing thereof. All liens suffered or caused by Grantee shall attach to Grantee's interest only. Nothing in this Agreement shall be deemed or construed to: (a) constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any materials to, Grantee; or(ii) give Grantee the right or authority to contract for, authorize, or permit the performance of any work or the furnishing of any materials that would permit the attaching of a mechanic's lien to Grantor's interest. 4. Repair Obligations. Grantee, at its cost and expense, shall: (a) repair, in a good and workmanlike manner, any damage caused as a result of the use of the Staging Easement by Grantee or its agents, contractors, employees, invitees, or licensees; and (b) cause the Easement Real Estate, and the improvements and landscaping thereon, to be restored to the same condition as existed prior to any such damage. 5. Reserved Rights. Grantor reserves the right to use the Easement Real Estate for any purpose that does not interfere materially with the rights of Grantee under this Agreement. 6. Insurance. Grantee shall: (a) maintain liability insurance with respect to the use of the Easement Real Estate by Grantee and its agents, contractors, employees, invitees, and licensees with the coverages set forth on Exhibit D; and (b) cause the policies of such insurance to name Grantor and The City of Carmel, Indiana, as additional insureds. 7. Indemnification. Grantee, as owner of the Phase II la Site, shall indemnify, defend, and hold harmless Grantor from and against any and all damages, injuries, losses, claims, demands, suits, and liabilities that Grantor may sustain by reason of use of the Easement Real Estate by Grantee, its successors and assigns, and/or the agents, contractors, employees, invitees, or licensees of Grantee or its successors or assigns. The foregoing indemnification obligation shall survive the termination of the Staging Easement and this Agreement. 8. Binding Effect. The obligations imposed pursuant to this Agreement shall run with the Easement Real Estate as long as the Staging Easement remains in effect. Accordingly, this Agreement shall bind, and shall inure to the benefit of, Grantor, as owner of the Easement Real Estate, and Grantee, as owner of the Phase Illa Site, and their respective successors and assigns, as long as the terms and conditions of this Agreement with respect to the obligations binding the parties and the benefits inuring to the parties remain in effect 9. Miscellaneous. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the validity and enforceability of any other term or condition. Each of the undersigned certifies that: (a) he or she is a duly authorized representative of Grantor or Grantee, as the case may be; (b)he or she has been fully authorized and empowered to execute and deliver this Agreement; and (c) Grantor or Grantee, as the case may be, has full capacity to assume and agree to perform all of the obligations to be performed by the terms of this Agreement. This Agreement may be executed in separate counterparts, each of which when so executed shall be an original, but all of which together shall constitute but one and the same instrument. The exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. THE CITY OF CARMEL REDEVELOPMENT COMMISSION Bye"' z<-1.0=� Printed: / Title t/ ce ire$ t de n.-- PEDCOR OFFICE, LLC By: Printed: Title: ACKNOWLEDGMENTS STATE OF INDIANA ) / )SS: COUNTY OF,1/Zi( f) / Before me, a Notary Public in a d fo the State of Indiana, personally appeared /E cC(d L Lfi(-VC/— , the lei s-cJ?/L of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Easement Agreement on behalf of such entity. WITNESS my hand and Notarial Seal this day Qf December, 2004. otary Public Printed Name: 7// G-16/±(5S V I am a resident of (e'/(((QhCounty, Indiana. My commission expires 7/Z c/Z(107 STATE OF INDIANA ) ) SS: COUNTY OF Before me, a Notary Public in and for the State of Indiana, personally appeared , the of Pedcor Office, LLC, who acknowledged the execution of the foregoing Easement Agreement on behalf of such entity. WITNESS my hand and Notarial Seal this day of , 2004. By: Notary Public Printed Name: I am a resident of County, Indiana. My commission expires Return after recording to: City of Carmel, One Civic Square, Carmel, IN 46032, Attn: Les Olds This instrument was prepared by Jennifer R. Shoup, Attorney-At-Law, Wallack Somers & Haas, One Indiana Square, Suite 1500, Indianapolis, Indiana 46204. INDEX TO EXHIBITS Exhibit A Description of Phase Illa Site Exhibit B Description of Phase III Remainder Exhibit C Description of Adjacent Real Estate Exhibit D Required Insurance Coverages