HomeMy WebLinkAboutNBI/Carmel Theater Development Co. - Wayfinding Signage Imrpovements - $72,6580
INSTALLMENT PURCHASE CONTRACT
Wayfinding Signage Improvements
This Installment Purchase Contract ( Wayfinding Signage Improvements) (the "Contract "), by
and between Carmel Theater Development Company C (the "Developer "), and The City of Carmel
Redevelopment Commission ( "CRC "), is executed this(A vdsay of May, 2011.
1. Definitions. Capitalized terms used in this Contract shall have the meanings ascribed to such terms
in this Section.
Agency shall mean any applicable: (a) governmental agency, board, commission, or department; or (b) other
judicial, administrative, or regulatory body.
Aggregate Applied Amounts shall mean, at any given time, the aggregate amount of that portion of the
Installment Payments that, by the terms of this Contract and the Loan Documents, is required to be applied
to amortize the Signage Improvements Disbursement Balance or the Replacement Loan Balance. as
applicable, over the Amortization Period.
Aggregate Signage Improvements Costs shall mean the sum of: (a) the Signage Improvements Costs;
(b) the Lender Fees in connection with the Signage Improvements Disbursement; and (c) the Loan Costs for
the Signage Improvements Disbursement.
Amortization Period shall mean a period of 20 years, commencing on the first day of Payment Period 2
Books and Records shall mean all of the books and records pertaining to acquisition and installation of the
Signage Improvements in accordance with this Contract and the Signage Improvements Acquisition
Agreement.
Change Order shall mean a change order executed by the Executive Director (or by another designee of
CRC if the Executive Director is unable or unavailable to execute such change order) and Developer finalizing
the inclusion into the Signage Improvements Specifications of a change that has been: (a) proposed in a
Change Order Request; and (b) deemed to have been approved (or actually approved) by Developer
Change Order Request shall mean a written request by CRC for a change to the Signage Improvements
Specifications.
City shall mean the City of Carmel, Indiana.
City Agency shall mean an agency, board, commission, department, or instrumentality of the City
Claims shall mean claims, judgments, liabilities, losses, costs. and expenses (including, without limitation,
reasonable attorneys' fees).
Closing Payment shall mean an amount equal to (a) the Signage Improvements Disbursement Balance or
the Replacement Loan Balance, as applicable, as of the expiration of Payment Period 2; plus (b) interest
thereon that has: (i) accrued at the Loan Rate; and (ii) not been paid prior to the expiration of Payment
Period 2 (stated alternatively, interest that has accrued, but not been paid, as part of the Installment
Payments).
Cure Period shall mean a period of 30 days after a party failing to perform or observe any term or condition
of this Contract to be performed or observed by it receives notice specifying the nature of the failure; provided
that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent
efforts, then the 30 day period shall be extended as reasonably may be necessary for the defaulting party to
remedy the failure, so long as the defaulting party: (a) commences to remedy the failure within the 30 day
period, and (b) diligently pursues such remedy to completion.
0
0
Default Rate shall mean the default rate of interest under the Loan Documents.
Event of Default shall have the meaning set forth in Section 16.
Executive Director shall mean the Executive Director of CRC (currently Les Olds).
Full Prepayment Closing Date shall mean, in the case of the exercise by CRC of the Full Prepayment Option
(or the acceleration by Developer of the Full Prepayment Price pursuant to Subsection 17(a)), the: (a) date
on which the Full Prepayment Price is to be paid; and (b) Signage Improvements Closing Date.
Full Prepayment Notice shall mean a written notice pursuant to which CRC notifies Developer that it is
exercising the Full Prepayment Option.
Full Prepayment Option shall mean the option (but not the obligation) of CRC to: (a) satisfy its obligation in
full with respect to the payment of the Purchase Price; and (b) acquire title to the Signage Improvements; in
advance of the expiration of Payment Period 2 by paying the Full Prepayment Price.
Full Prepayment Price shall mean the sum of: (a) the Signage Improvements Disbursement Balance or the
Replacement Loan Balance, as applicable, on the Full Prepayment Closing Date; plus (b) interest thereon that
has: (i) accrued at the Loan Rate; and (ii) not been paid prior to the Full Prepayment Closing Date (stated
alternatively, interest that has accrued, but not been paid, as part of the Installment Payments); plus (c) if the
Full Prepayment Price is being paid more than 90 days before the maturity date of the Loan, any applicable
prepayment premiums or similar payments due under the Loan Documents with respect to a prepayment of
the Signage Improvements Disbursement Balance or the Replacement Loan Balance, as applicable
(including, without limitation and if applicable, the prepayment premium required pursuant to Subsection 4(e)
of the NBI Loan Agreement).
Installment Payments shall mean the Payment Period 1 Installments or the Payment Period 2 Installments,
as applicable.
Law shall mean any applicable federal, state, or local law, statute, ordinance, rule, or regulation, or any order
of decree of any Agency.
Lender shall mean, as applicable, NBI or the Replacement Lender.
Lender Fees shall mean regular (non - default) lender fees, costs, and expenses actually incurred and paid
by Developer under the Loan Documents. To the extent that fees. costs, and expenses are included in Lender
Fees, such fees, costs, and expenses shall not be included in Loan Costs.
Loan shall mean the NBI Loan or the Replacement Loan, as applicable.
Loan Costs shall mean the actual, out -of- pocket costs incurred by Developer: (a) in connection with the NBI
Disbursement; and /or (b) to close Replacement Loan. To the extent that costs are included in Loan Costs,
such costs shall not be included in Lender Fees.
Loan Documents shall mean, as applicable, the NBI Loan Documents or the Replacement Loan Documents.
Loan Rate shall mean the per annum regular (non - default) rate of interest accruing on the Signage
Improvements Disbursement Balance or the Replacement Loan Balance, as applicable. under the Loan
Documents
e050517, 1155,L2,V /ayfinding Signage IC wpd -`-
0
0
NBI shall mean The National Bank of Indianapolis.
NBI Collateral Assignment shall mean that certain Collateral Assignment, Lock Box, and Security Agreement
executed by and among Developer, CRC, and NBI, and dated as of February 23`d, 2010, as amended.
NBI Loan shall mean the loan made by NBI to Developer in the original principal amount of $10,000,000.00.
NBI Loan Agreement shall mean that certain Loan Agreement (Equipment and Improvements) executed by
and between Developer and NBI, and dated as of February 23`d, 2010.
NBI Loan Documents shall mean the documents evidencing and securing the NBI Loan, including, without
limitation, the NBI Loan Agreement, the NBI Note, and the NBI Collateral Assignment.
NBI Note shall mean that certain Promissory Note executed by Developer in favor of NBI, and dated
February 23`d, 2010.
NBI Tri -Party Agreement shall mean that certain Tri -Party Agreement executed by and among Developer,
CRC, and NBI, and dated February 23rd, 2010.
Offset/Addition Amount shall mean the amount by which a projected Installment Payment set forth in a
Projection Notice either exceeded or fell short of the amount of the Installment Payment to which Developer
actually was entitled for the month with respect to which such Projection Notice applied.
Offset/Addition Notice shall mean a written notice: (a) stating that the projected amount of an Installment
Payment set forth in a specified Projection Notice either exceeded or fell short of the amount of the Installment
Payment to which Developer actually was entitled for the month with respect to which such Projection Notice
applied; and (b) setting forth the Offset/Addition Amount.
Partial Prepayment shall mean a payment of a portion of the outstanding principal balance of the Signage
Improvements Disbursement or the Replacement Loan, as applicable, which payment is made by CRC in
addition to an Installment Payment.
Payment Due Date shall mean the first day of each calendar month during Payment Period 1 and Payment
Period 2.
Payment Period 1 shall mean the period: (a) beginning on the Signage Improvements Disbursement Date.
and (b) ending on March 1, 2012.
Payment Period 1 Installments shall mean monthly installment payments for the purchase of the Signage
Improvements, the amount of which shall be equal to the: (a) Loan Rate; multiplied by (b) the Signage
Improvements Disbursement Balance; and multiplied by (c) 1/12.
Payment Period 2 shall mean the period: (a) beginning on the date immediately following the expiration of
Payment Period 1; and (b) ending on the maturity date of the NBI Loan. If the Replacement Loan is obtained.
then Payment Period 2 shall end on the maturity date of the final Replacement Loan.
Payment Period 2 Installments shall mean monthly installment payments for the purchase of the Signage
Improvements, the amount of which shall be equal to an amount that will amortize the Signage Improvements
Disbursement Balance or the Replacement Loan Balance, as applicable, over the Amortization Period at the
Loan Rate.
g -3-
050511 1155.L2,Wayfinding Signage IC wpa
A
D
Projection Notice shall mean a written notice setting forth Developer's reasonable projection of the amount
of the next due Installment Payment.
Purchase Price shall mean the sum of all Installment Payments plus the Closing Payment.
Replacement Lender shall mean the financial institution making the Replacement Loan.
Replacement Loan shall mean a financing (or a series of financings) comprised of a loan (or a series of
loans) to Developer, the proceeds of which shall be used to refinance the Unamortized Balance, which loan
(or series of loans) shall provide for: (a) a term that does not extend beyond the expiration of the Amortization
Period; (b) interest at a rate accepted by CRC; (c) amortization of the Unamortized Balance over the
remainder of the Amortization Period at the Loan Rate; and (d) monthly payments that change if and when
the Loan Rate changes.
Replacement Loan Balance shall mean that portion of the outstanding principal balance of the Replacement
Loan disbursed to pay: (a) the Unamortized Balance; (b) Lender Fees with respect to the Replacement Loan;
and (c) Loan Costs with respect to the Replacement Loan. The Replacement Loan Balance shall be reduced
by (a) any Partial Prepayments that have been made by CRC to Developer, even if the Lender has not yet
applied any such Partial Prepayments to reduce the outstanding principal balance of the Replacement Loan;
and (b) the Aggregate Applied Amounts.
Replacement Loan Documents shall mean the documents evidencing and securing the Replacement Loan
Replacement Tri -Party Agreement shall mean an agreement by and among CRC, Developer, and the
Replacement Lender replacing the NBI Tri -Party Agreement, to the extent that the NBI Tri -Party Agreement
applies to the Signage Improvements Disbursement, which agreement shall contain terms and conditions
substantially similar to the NBI Tri -Party Agreement, modified as necessary to reflect the Replacement Loan.
Signage Improvements shall mean 872,658.00 of wayfinding signage and related improvements. The
Signage Improvements are described in the Signage Improvements Specifications.
Signage Improvements Acquisition Agreement shall mean an agreement entered into by Developer and
the Supplier, which agreement shall: (a) be consistent with the Signage Improvements Schedule and the
Signage Improvements Specifications (reflecting any Change Orders); (b) reflect the obligation of Developer
to obtain the Warranties; and (c) be subject to the reasonable approval of CRC.
Signage Improvements Closing Date shall mean the date of the closing with respect to the transfer of the
Signage Improvements. If such closing has not occurred at such time as Payment Period 2 expires, then the
Signage Improvements Closing Date shall be the date on which Payment Period 2 expires.
Signage Improvements Costs shall mean the actual, out -of- pocket costs incurred by Developer to acquire
and install (or cause the installation of) the Signage Improvements in accordance with this Contract and the
Signage Improvements Acquisition Agreement
Signage Improvements Disbursement shall mean a disbursement by NBI of proceeds of the NBI Loan for
the purposes of funding the Aggregate Signage Improvements Costs.
Signage Improvements Disbursement Balance shall mean that portion of the principal balance of the NBI
Loan disbursed to pay the Aggregate Signage Improvements Costs, which portion remains outstanding. The
Signage Improvements Disbursement Balance shall be reduced by: (a) any Partial Prepayments that have
been made by CRC to Developer, even if the Lender has not yet applied any such Partial Prepayments to
0 050511 1155,L2,wayfinding Signage IC wpd
reduce the outstanding principal balance of the Signage Improvements Disbursement; and (b) the Aggregate
0 Applied Amounts.
D
Signage Improvements Disbursement Date shall mean the • date of the Signage Improvements
Disbursement.
Signage Improvements Schedule shall mean the schedule for the acquisition and installation of the Signage
Improvements, which schedule is attached hereto as Exhibit A.
Signage Improvements Specifications shall mean the specifications for: (a) the Signage Improvements,
including specific identification and /or descriptions of the Signage Improvements; and (b) the warranties from
manufacturers and suppliers to be obtained in connection with the acquisition and installation of the Signage
Improvements, which warranties shall: (i) run in favor of CRC; and (ii) constitute the Warranties. The Signage
Improvements Specifications are attached hereto as Exhibit A.
Supplier shall mean the entity from which Developer will acquire the Signage Improvements.
Surviving Supplier Obligations shall mean obligations of the Supplier under the Signage Improvements
Acquisition Agreement (other than the obligations specified in the Warranties) that survive the acquisition and
installation by Developer of the Signage Improvements.
Transfer shall mean: (a) any sale, transfer, conveyance, assignment, pledge, or other disposition of, or any
encumbrance upon, the Signage Improvements, or any interest therein; or (b) any granting of a security
interest in the Signage Improvements.
Unamortized Balance shall mean the amount of the Signage Improvements Disbursement Balance on the
maturity date of the NBI Loan; provided that, in the case of a Replacement Loan obtained after the maturity
of a prior Replacement Loan, the Unamortized Balance shall be mean the amount of the Replacement Loan
Balance on the maturity of such prior Replacement Loan.
Warranties shall mean the warranties specified in the Signage Improvements Specifications to be obtained
in connection with the acquisition and installation of the Signage Improvements, which warranties shall run
in favor of CRC.
2. General Obligations.
(a) NBI Loan Disbursement and Acquisition. Subject to the terms and conditions of this
Contract:
(i) Developer shall: (A) obtain an acknowledgment from NBI that NBI
will make the Signage Improvements Disbursement; (B) after the Signage
Improvements Disbursement: (1) acquire the Signage Improvements and
the Warranties in accordance with the Signage Improvements Acquisition
Agreement; and (2) install (or cause the installation of) the Signage
Improvements; (0) if applicable, close the Replacement Loan, including
executing and delivering the Replacement Loan Documents; and (D) satisfy
its obligations under the Loan Documents; and
(ii) the Signage Improvements Disbursement shall be used only to
finance the Aggregate Signage Improvements Costs. If Developer obtains
050511 7755,L2,Wayfinding Signage IC wpa
-5
•
•
the Replacement Loan, then the proceeds of the Replacement Loan may be
used to refinance the Unamortized Balance.
(b) Signage Improvements Transfer. Subject to the. terms and conditions of this
Contract: (i) Developer shall transfer to CRC; and (ii) CRC shall purchase from Developer;
title to the Signage Improvements for the Purchase Price; provided that, if CRC exercises
the Full Prepayment Option, then, in lieu of the Purchase Price, CRC shall pay the Full
Prepayment Price.
3. Signage Improvements Disbursement.
(a) Date. The Signage Improvements Disbursement Date shall be established mutually
by CRC and Developer.
(b) Documents. In connection with the Signage Improvements Disbursement, CRC
and /or Developer, as applicable, shall execute and deliver:
(i) copies of such resolutions, consents, authorizations, and other
evidence as CRC or Developer, as applicable, or NBI reasonably may
request to establish that: (A) the persons executing and delivering this
Contract are empowered and authorized by all necessary action of CRC or
Developer, as applicable; and (B) the: (1) execution and delivery of this
Contract; and (2) performance by CRC or Developer, as applicable.
hereunder; have been authorized by CRC or Developer, as applicable; and
(ii) such other customary documents and instruments as CRC or
Developer, as applicable, or NBI reasonably may request.
4. Conditions of Performance.
(a) Developer Conditions. The obligations of Developer with respect to the Signage
Improvements Disbursement shall be subject to the satisfaction, or waiver in writing, of the
following:
(i) Developer, exercising commercially reasonable discretion, shall
have approved the terms and conditions of the Signage Improvements
Disbursement;
(ii) there shall be no breach of this Contract by CRC that CRC has
failed to cure within the Cure Period; and
(iii) all of the representations and warranties set forth in Subsection 5(a)
shall be true and accurate in all respects.
(b) CRC Conditions. The obligations of CRC with respect to the Signage Improvements
Disbursement and the payment of the Purchase Price shall be subject to satisfaction, or
waiver in writing, of the following:
(i) CRC, exercising commercially reasonable discretion, shall have
approved the terms and conditions of the Signage Improvements
Disbursement;
• 050511 1155,L2.Wayfinding Signage IC wpd
(ii) there shall be no breach of this Contract by Developer that
• Developer has failed to cure within the Cure Period; and
(iii) all of the representations and warranties set forth in Subsection 5(b)
shall be true and accurate in all respects.
5. Representations.
(a) CRC. CRC represents and warrants to Developer that: (i) CRC shall not enter into
any contracts or undertakings that would limit, conflict with, or constitute a breach of this
Contract, the NBI Tri -Party Agreement, or the NBI Collateral Assignment; (ii) CRC is a public
body organized and existing under the laws of the State of Indiana; (iii) CRC has the power
to: (A) enter into this Contract; and (B) perform its obligations hereunder; (iv) CRC has been
authorized by proper action to: (A) execute and deliver this Contract; and (B) perform its
obligations hereunder; and (v) this Contract, the NBI Tri -Party Agreement, and the NBI
Collateral Assignment are the binding obligations of CRC.
(b) Developer. Developer represents and warrants to CRC that. (i) Developer shall not
enter into any contracts or undertakings that would limit, conflict with, or constitute a breach
of this Contract, the NBI Tri -Party Agreement, or the Loan Documents; (ii) Developer is a
limited liability company organized and existing under the laws of the State of Indiana;
(iii) Developer has the power to: (A) enter into this Contract; and (B) perform its obligations
hereunder; (iv) Developer has been authorized by proper action to: (A) execute and deliver
this Contract; and (B) perform its obligations hereunder; (v) this Contract, the NBI Tri -Party
Agreement, and the Loan Documents are the legal, valid, and binding obligations of
Developer; (vi) upon acquisition thereof pursuant to the Signage Improvements Acquisition
Agreement, Developer shall have good and marketable title to the Signage Improvements,
free and clear of all liens, claims, security interests, encumbrances, and restrictions, except
for this Contract; and (vii) upon acquisition thereof pursuant to the Signage Improvements
Acquisition Agreement, no financing statement covering all or any portion of the Signage
Improvements shall be on file in any public office.
6. Change Orders. If CRC desires to make a change to the Signage Improvements Specifications, then
CRC shall submit a Change Order Request to Developer, which Change Order Request shall state:
(a) whether implementing the Change Order Request would increase, decrease, or have no effect on the
Signage Improvements Costs; and (b) that, if implementing the Change Order Request would increase the
Signage Improvements Costs, then CRC shall pay the amount of such increase. So long as CRC agrees to
pay any increase in the Signage Improvements Costs that results from the proposed change, the Change
Order Request shall be deemed to be approved by Developer. If a Change Order Request is deemed to be
approved by Developer, then a Change Order shall be executed. Notwithstanding the foregoing, Change
Orders may be made only: (a) to the extent permitted by, and in accordance with, the Signage Improvements
Acquisition Agreement; and (b) with respect to items of Signage Improvements, title to which has not been
transferred to Developer.
7. Acquisition of Signage Improvements.
(a) Acquisition Agreement. Developer shall: (i) enter into the Signage Improvements
Acquisition Agreement; (ii) comply with all of its obligations under the Signage Improvements
Acquisition Agreement; (iii) keep the Signage Improvements Acquisition Agreement in full
force and effect, without any default by Developer thereunder; (iv) not amend or modify the
Signage Improvements Acquisition Agreement, except with the prior consent of CRC:
provided that, without the prior consent of CRC, Developer may make minor. non - substantive
05058 1155,L2 Wayfinding Signage IC wpd
•
•
amendments or modifications of or to the Signage Improvements Acquisition Agreement; and
(v) enforce the terms and conditions of the Signage Improvements Acquisition Agreement
against the Supplier (including that, to the extent that there are Surviving Supplier
Obligations, Developer shall enforce the terms and conditions of the Signage Improvements
Acquisition Agreement with respect thereto); provided that, if Developer incurs actual,
reasonable, out -of- pocket expenses in connection with such enforcement, then, upon receipt
of reasonable documentation evidencing such expenses, and in the ordinary course of CRC's
business, CRC shall reimburse Developer for such expenses. If there are Surviving Supplier
Obligations, then, at such time as Developer has acquired the title to all of the Signage
Improvements, Developer shall collaterally assign the Signage Improvements Acquisition
Agreement to CRC.
(b) Acquisition. Developer shall: (i) acquire title to, and install (or cause the installation
of), all of the Signage Improvements in accordance with the Signage Improvements
Acquisition Agreement, the Signage Improvements Schedule, and the Signage
Improvements Specifications (reflecting any Change Orders); and (ii) obtain (and deliver to
CRC) all of the Warranties; provided that, if, for any reason, the Warranties by their terms do
not run in favor of CRC, then, in addition to delivering the Warranties to CRC. Developer shall
assign the Warranties to CRC. If the Aggregate Signage Improvements Costs exceed the
proceeds of the Signage Improvements Disbursement, then, upon receipt of reasonable
documentation evidencing such excess, and in the ordinary course of CRCs business, CRC
shall pay to Developer the amount of such excess.
(c) Inspection. At such time as Developer has acquired and installed (or caused the
installation of) the Signage Improvements and obtained (and delivered to CRC) the
Warranties, CRC shall check the Signage Improvements and the Warranties against the
Signage Improvements Specifications. If CRC determines that the Signage Improvements
and /or the Warranties do not conform to the Signage Improvements Specifications (reflecting
any Change Orders), then: (i) CRC shall provide to Developer written notice thereof; and
(ii) Developer shall address the non - conformity directly with the manufacturer and /or supplier,
as applicable; provided that, if Developer incurs actual, reasonable, out -of- pocket expenses
in connection with addressing the non - conformity, then, upon receipt of reasonable
documentation evidencing such expenses, and in the ordinary course of CRC's business.
CRC shall reimburse Developer for such expenses.
(d) Statement. At such time that CRC confirms that the Signage Improvements and the
Warranties conform to the Signage Improvements Specifications (reflecting any Change
Orders), CRC shall execute a statement in favor of Developer stating that Developer has: (i)
acquired and installed (or caused the installation of) the Signage Improvements, and
obtained (and delivered to CRC) the Warranties, in accordance with the Signage
Improvements Specifications (reflecting any Change Orders); and (ii) no further obligations
with respect to the Signage Improvements and the Warranties (including that CRC shall be
responsible for pursuing any claims under the Warranties).
(e) Sole Warranties. CRC acknowledges that (i) Developer is not making any
independent warranties with respect to the manufacture and /or supply of the Signage
Improvements; and (ii) although Developer is responsible for obtaining the Warranties,
Developer is not responsible or liable for: (A) enforcing the Warranties; or (B) a failure by any
manufacturer and /or supplier, as applicable, to honor the Warranties.
050511,1155, L2 Wayfinding Signage IC wpd --
•
•
8. Acquisition- Payment.
(a) Payment Period 1.
(i) During Payment Period 1, CRC shall pay the Payment
Period 1 Installments to Developer. Upon receipt thereof, Developer timely
shall make the next payment due to the Lender pursuant to the Loan
Documents; provided that, if a Payment Period 1 Installment Payment is
delayed, then Developer shall make the payment due to the Lender
promptly upon receipt of payment by CRC.
(ii) The Payment Period 1 Installments shall be: (A) in the amount
determined pursuant to Subsection 8(a)(iii); (B) paid in arrears, on or before
each Payment Due Date; and (C) subject to adjustment pursuant to
Subsection 8(c).
(iii) Because the amount of the Payment Period 1 Installments to which
Developer is entitled may fluctuate, on the Signage Improvements
Disbursement Date, and thereafter within the period between the first and
fifth business days of each month during Payment Period 1, Developer shall
deliver to CRC a Projection Notice. The amount set forth in the Projection
Notice shall be: (A) based on Developer's reasonable projection of the
interest payment on the Signage Improvements Disbursement or the
Replacement Loan, as applicable (using the same method of calculation as
the Lender); and (B) the amount of the Payment Period 1 Installment due
and payable by CRC on or before the next occurring Payment Due Date.
(b) Payment Period 2.
(i) During Payment Period 2, CRC shall pay the Payment
Period 2 Installments to Developer. Upon receipt thereof, Developer timely
shall make the next payment due to the Lender pursuant to the Loan
Documents; provided that, if a Payment Period 2 Installment is delayed,
then Developer shall make the payment due to the Lender promptly upon
receipt of payment by CRC.
(ii) The Payment Period 2 Installments shall be: (A) in the amount
determined pursuant to Subsection 8(b)(iii); (B) paid in arrears, on or before
each Payment Due Date; and (C) subject to adjustment pursuant to
Subsection 8(c).
(iii) Because the Payment Period 2 Installments to which Developer is
entitled may fluctuate, on the first day of Payment Period 2, and thereafter
within the period between the first and fifth business days of each month
during Payment Period 2, Developer shall deliver to CRC a Projection
Notice. The amount set forth in the Projection Notice shall be: (A) based on
Developer's reasonable projection of the principal and interest payment on
the Signage Improvements Disbursement or the Replacement Loan, as
applicable (using the same method of calculation as the Lender) for the next
month; and (B) the amount of the Payment Period 2 Installment due and
payable by CRC on or before the next occurring Payment Due Date
050511 1155.L2 Wayfinding Signage IC wpd
(c) Adjustment. If the projected amount set forth in a Projection Notice was more or less
® than the actual amount to which Developer was entitled on the Payment Due Date with
respect to which such Projection Notice applied, then, with the next Projection Notice,
Developer shall deliver to CRC an Offset/Addition Notice. Notwithstanding the terms and
conditions of Subsection 8(a)(iii) or 8(b)(iii), as applicable, on or before the next occurring
Payment Due Date, CRC shall pay to Developer the amount set forth in the current Projection
Notice, adjusted by the amount of the Offset/Addition Amount, as set forth in the
Offset/Addition Notice.
•
(d) Partial Prepayment. CRC may make a Partial Prepayment at any time by delivery
of written notice to Developer at least 30 days in advance; provided that, if a Partial
Prepayment is made more than 90 days before the maturity date of the Loan, then, in
connection with such Partial Prepayment, CRC shall be obligated to pay any prepayment
premium or penalty required by the Loan Documents (including, without limitation and if
applicable, the "Prepayment Premium ", as defined in the NBI Loan Agreement). If CRC
makes a Partial Prepayment, then Developer promptly shall pay the amount of such Partial
Prepayment to the Lender for application against the Signage Improvements Disbursement
Balance or the Replacement Loan Balance, as applicable.
(e) Closing Payment. Subject to the exercise by CRC of the Full Prepayment Option,
on the date on which Payment Period 2 expires, CRC shall pay the Closing Payment to
Developer, thereby paying off the Purchase Price in full. Promptly thereafter, Developer shall
pay the Closing Payment to the Lender, thereby paying off the Signage Improvements
Disbursement or the Replacement Loan, as applicable, in full.
9. Acquisition -Full Prepayment.
(a) Payment Period 1. CRC may exercise the Full Prepayment Option, to be effective
at any time during Payment Period 1, by delivery of the Full Prepayment Notice. Within ten
days after receipt by Developer of the Full Prepayment Notice, CRC and Developer, each
acting reasonably and in accordance with the Loan Documents, shall agree on the Full
Prepayment Closing Date.
(b) Payment Period 2. CRC may exercise the Full Prepayment Option, to be effective
at any time during Payment Period 2, by delivery of the Full Prepayment Notice.
Notwithstanding the foregoing, if there is a Replacement Loan, then, to the extent that the
Replacement Loan Documents prohibit the exercise of the Full Prepayment Option, CRC
shall not have the right to exercise the Full Prepayment Option so long as such prohibition
is in effect; provided that, regardless of any such prohibition in the Replacement Loan
Documents, CRC shall have the right to exercise the Full Prepayment Option during the 90
days immediately preceding the expiration of Payment Period 2. Within ten days after receipt
by Developer of the Full Prepayment Notice, CRC and Developer, each acting reasonably,
shall agree on the Full Prepayment Closing Date; provided that, if the Full Prepayment Notice
is delivered more than 90 days prior to the expiration of Payment Period 2, then the Full
Prepayment Closing Date shall not occur for at least 30 days after delivery of the Full
Prepayment Notice.
(c) Full Prepayment Price. If CRC properly exercises the Full Prepayment Option, then,
in lieu of the remainder of the Purchase Price, CRC shall pay the Full Prepayment Price
Promptly thereafter, Developer shall pay the Full Prepayment Price to the Lender, thereby
paying off the Signage Improvements Disbursement or the Replacement Loan, as applicable,
in full.
050511 1155.L2 Wayfindmg Stgnage IC wpd 1 8
0
10. Signage Improvements Closing. On the Signage Improvements Closing Date, Developer shall
transfer to CRC title to the Signage Improvements. In connection with such transfer: (a) CRC shall pay either
the Closing Payment or the Full Prepayment Price, as applicable; and (b) Developer shall deliver to CRC a
fully executed bill of sale with full warranties of title transferring the Signage Improvements to CRC free of all
liens, security interests, and equipment leaseholds, which bill of sale shall be in a form agreed to by the parties
in the exercise of their reasonable discretion.
11. Replacement Loan. So long as there is no continuing Event of Default by CRC hereunder, at the
request of CRC, Developer shall exercise commercially reasonable, good faith efforts to obtain the
Replacement Loan. Developer shall be deemed to have satisfied its obligation to exercise commercially
reasonable, good faith efforts to obtain the Replacement Loan if Developer: (a) retains a qualified finance
professional to aid Developer in obtaining the Replacement Loan; (b) cooperates in good faith with the efforts
of such finance professional; (c) cooperates in good faith with the efforts of CRC in connection with obtaining
the Replacement Loan; and (d) provides to CRC monthly reports with respect to the progress made in
obtaining the Replacement Loan; provided that, if it appears that the Replacement Loan cannot be obtained,
then such reports shall set forth any alternate re- financings that Developer or its finance professional has
identified as possible substitutions for the Replacement Loan. If Developer obtains the Replacement Loan,
then: (a) at the closing with respect thereto: (i) Developer and the Replacement Lender shall execute the
Replacement Loan Documents; and (ii) CRC, Developer, and the Replacement Lender shall execute the
Replacement Tri -Party Agreement; and (b) if Developer (as opposed to CRC) obtained the Replacement
Loan, CRC shall pay to Developer a fee in the amount of 1% of the Unamortized Balance.
12. Affirmative Obligations. Developer acknowledges and agrees that, at all times, Developer shall
comply with the covenants and agreements set forth in this Section.
(a) Developer shall comply with all Laws in: (i) the conduct of its business and other
operations; and (ii) the performance of its obligations under this Contract, the Signage
Improvements Acquisition Agreement, and the Loan Documents.
(b) Developer shall keep in full force and effect, without any violations by Developer, any
and all filings or registrations with any Agency necessary in connection with: (i) the
performance by Developer of its obligations under the Loan Documents; (ii) the acquisition
of the Signage Improvements in accordance with this Contract and the Signage
Improvements Acquisition Agreement; or (iii) the sale of the Signage Improvements to CRC
in accordance with this Contract.
(c) If any proceeding, inquiry, or investigation is pending or threatened against
Developer or any property of Developer, an adverse decision with respect to which would
materially and adversely affect: (i) the business, operations, or financial condition of
Developer; (ii) the acquisition of the Signage Improvements in accordance with this Contract
and the Signage Improvements Acquisition Agreement; and /or (iii) the sale of the Signage
Improvements to CRC in accordance with this Contract; then Developer shall: (i) notify CRC
immediately in writing; (ii) prepare and submit to CRC for its reasonable approval a written
plan for addressing and /or responding to such proceeding, inquiry, or investigation; and
(iii) address and /or respond to such proceeding, inquiry, or investigation in accordance with
the plan approved by CRC.
(d) At all times, Developer shall: (i) keep the Signage Improvements free from any and
all liens, claims, security interests, encumbrances, and restrictions, except for this Contract:
and (ii) defend the Signage Improvements against the claims and demands of others.
050511,1155 L2 Wayfinaing Signage IC wpo -� -
(e) Developer shall keep and maintain true, correct, accurate, and complete Books and
O Records. All Books and Records shall be kept and maintained in accordance with generally
accepted accounting principles consistently applied.
(f) CRC and its attorneys, accountants, representatives, architects, engineers, and
consultants at all reasonable times shall have: (1) free access to, and rights of inspection of,
the Books and Records; and (ii) the right to audit, make extracts from, and receive from
Developer originals or accurate copies of, the Books and Records.
0
13. Negative Covenants. Developer acknowledges and agrees that, at all times, Developer shall comply
with the covenants and agreements set forth in this Section.
(a) Except as approved by CRC: (i) there shall be no Transfer by Developer; and
(ii) Developer shall not cause or permit any Transfer. The execution by CRC of the NBI
Collateral Assignment shall not be deemed to be a consent by CRC to any Transfer.
(b) Developer shall not: (i) file any financing statement covering all or any portion of the
Signage Improvements in any public office, except financing statements in favor of the
Lender; or (ii) cause or permit any such financing statement to be filed.
(c) Developer shall not: (i) change its name; (ii) merge into, or consolidate with, any
other entity, or otherwise reorganize; (iii) permit any change in the members of Developer or
the percentage of ownership in Developer, if the effect of such change is that Developer no
longer is controlled by, or under common control with, REI Real Estate Services, LLC; or
(iv) fail to promptly notify CRC in writing of any change in the members of Developer or the
percentage of ownership in Developer.
(d) Developer shall not: (i) amend, modify, or restate the articles of organization or
operating agreement of Developer; (ii) cause or permit any such amendment, modification,
or restatement; or (iii) be dissolved, wound up, or converted to another type of entity, or have
its existence as a limited liability company terminated.
(e) Developer shall not: (i) sell, convey, or transfer to any person any interest in
Developer; (ii) otherwise encumber, pledge, or assign any interest in Developer; (iii) grant any
security interest in any interest in Developer; or (iv) cause or permit any such sale.
conveyance, transfer, encumbrance, pledge, assignment, or grant of security interest.
(f) Developer shall not make or permit to be made any material change in the character
of its business as currently conducted.
14. Liens /Encumbrances. Neither Developer nor CRC shall suffer or cause the filing of any mechanic's,
supplier's, or similar lien against the Signage Improvements or any part thereof. If any mechanic's, supplier's,
or similar lien is filed against the Signage Improvements, or any part thereof, for work claimed to have been
done for, or materials claimed to have been furnished to, either Developer or CRC, then Developer or CRC,
respectively, shall cause such mechanic's, supplier's, or similar lien to be discharged of record within 30 days
after notice of the filing by bonding, or as provided or required by law. Nothing in this Contract shall be
deemed or construed to: (a) constitute consent to, or request of, the performance of any work for. or the
furnishing of any materials to, either party; or (b) give either party the right or authority to contract for,
authorize, or permit the performance of any work, or the furnishing of any materials; to the extent that the
foregoing would permit the attachment of a mechanic's, supplier's, or similar lien to the other party's interest
in the Signage Improvements.
050511 1155.L2 Wayhnding S ■gnage IC wpc 1
15. Preservation. If Developer fails to: (a) make any payment under the Loan Documents or the NBI
0 Tri -Party Agreement when due; or (b) timely observe or perform any obligation to be observed or performed
by it pursuant to the Loan Documents or the NBI Tri -Party Agreement; then: (a) CRC, at its option, but without:
(1) any duty or obligation to do so; or (ii) any waiver or release of any default by Developer; may make any such
payment or observe or perform any such obligation as necessary or appropriate to protect or defend: (i) the
Signage Improvements Acquisition Agreement and /or the rights of Developer thereunder; and /or (ii) the
Signage Improvements and /or the interest of Developer therein; and (b) Developer shall pay, upon receipt of
written demand, all reasonable costs and expenses incurred by CRC in connection with making any such
payment or observing or performing any such obligation (including, without limitation, reasonable attorneys'
fees).
0
16. Events of Default. Each of the following shall be deemed to be an "Event of Default" by Developer
or CRC, as applicable:
(a) CRC's failure to pay any Installment Payment when due; provided that, in the case
of the first two such failures in any given 12 month period, such failure shall not constitute an
Event of Default unless such failure continues for five business days after Developer delivers
written notice thereof to CRC.
(b) Developer's failure to comply with the terms and conditions of the Loan Documents;
provided that, if such failure is due to CRC's failure to pay any: (i) Installment Payment or the
Closing Payment; or (ii) other amount payable by CRC to Developer in connection with the
NBI Loan; when due, then such failure shall not be an Event of Default unless and until the
failure by Developer continues for a period of five business days after CRC pays to Developer
the delinquent installment Payment, Closing Payment, or other amount, together with any late
fees for which the Loan Documents provide. If Developer's failure to comply with the terms
and conditions of the Loan Documents is due to CRC's failure to satisfy its obligations under
the NBI Tri -Party Agreement or the Replacement Tri -Party Agreement, then such failure by
Developer shall not be an Event of Default.
(c) Developer's failure to comply with the terms and conditions of the Signage
Improvements Acquisition Agreement, and the continuance of such failure beyond any
applicable cure period specified therein; provided that, if no cure period is specified, then
such failure shall not constitute an Event of Default unless such failure continues for 15 days.
(d) the failure of Developer or CRC to observe or perform any term or condition of this
Contract to be observed or performed by Developer or CRC, respectively: (i) with respect to
the obligation to pay money (other than payment by CRC of an Installment Payment), if such
failure is not cured within ten days after such payment is due; and (ii) with respect to any
other obligation, if such failure is not cured within the Cure Period.
(e) Any: (i) Transfer by Developer, except as expressly permitted in this Contract or any
of the Loan Documents; or (ii) breach or violation of any covenant or agreement set forth in
Subsection 9(b), 9(c), 9(d), or 9(f) of the NBI Loan Agreement.
(f) An assignment or delegation by either party of any of its rights or obligations
hereunder, except as permitted by Section 19.
(g) The liquidation or the sale, transfer, conveyance, assignment, pledge, or other
disposition of substantially all of the assets of CRC or Developer.
® 050511 1155 L2 Wayfinding Signage IC wpd -1
(h) CRC or Developer: (i) institutes or consents to any proceedings: (A) in insolvency or
bankruptcy; (B) for the adjustment, liquidation, extension or composition, or arrangement of
debts; or (C) for any other relief; under any Law with respect to the relief or reorganization
of debtors; (ii) is adjudicated a bankrupt, 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 an inability to pay debts as they become due.
(i) Any proceeding: (i) in insolvency or bankruptcy; (ii) for the adjustment, liquidation,
extension or composition, or arrangement of debts; or (iii) for any other relief; under any Law
with respect to the relief or reorganization of debtors is instituted against CRC or Developer,
and such proceeding is not discharged or dismissed within 60 days.
(j) Any portion of the Signage Improvements, or any substantial portion of the other
property or assets of CRC or Developer, is placed in the hands of any receiver, trustee, or
other officer or representative of any court, and such receiver, trustee, or other officer or
representative is not discharged or dismissed within 60 days, or CRC or Developer consents,
agrees, or acquiesces to the appointment of any such receiver, trustee, or other officer or
representative.
(k) Any lienholder or creditor shall initiate an action to enforce or foreclose a lien or
security interest on all or any portion of the Signage Improvements, whether such security
interest or lien is superior, equal, or junior to the security interest or lien held therein by the
Lender.
(I) The making or filing of any levy or execution on, or any seizure, attachment, or
garnishment of, any portion of the Signage Improvements or the interest of Developer
therein.
0 17. Remedies.
(a) Remedies. If there is an Event of Default, then the non - defaulting party, without
further notice or demand, shall have the right to exercise any rights and remedies available
to it at law or in equity. The rights and remedies available to the non - defaulting party shall
include, without limitation, the following:
(i) if the defaulting party has failed to perform any of its obligations
under this Contract, enjoining the failure or specifically enforcing the
performance of such obligation;
(ii) if the defaulting party has failed to perform any of its obligations
under this Contract (other than the obligation to pay any amounts due to the
non - defaulting party), performing the obligation that the defaulting party has
failed to perform; provided that the performance by the non - defaulting party
of such obligation shall not be construed to be a waiver of the Event of
Default; and
(iii) if CRC is the defaulting party, then Developer may accelerate
payment of the Full Prepayment Price, which would have the same effect as
if CRC had exercised the Full Prepayment Option; provided that the Full
Prepayment Closing Date shall occur on a date designated by Developer.
0 050511.1155,L2 Way5nding SIgnage IC wptl 1
0
(b) No Waiver. Neither: (i) a waiver by either party of an Event of Default; nor (ii) an
exercise by either party of any right or remedy with respect to an Event of Default; shall be
deemed either to: (i) constitute a waiver of any subsequent Event of Default; (ii) release or
relieve the other party from performing any of its obligations under this Contract; or
(iii) constitute an amendment or modification of this Contract. If Developer accepts any
Installment Payments during the continuance of an Event of Default by CRC, then such
acceptance shall not be construed as a waiver of: (i) such Event of Default; or (ii) any right
or remedy of Developer with respect to such Event of Default. The rights and remedies
hereunder are cumulative, and no: (i) right or remedy shall be deemed to be, or construed
as, exclusive of any other right or remedy hereunder, at law, or in equity; or (ii) failure to
exercise any right or remedy shall operate to prevent the subsequent exercise of such right
or remedy.
(c) Damages. The non - defaulting party may recover from the defaulting party all
damages that the non - defaulting party incurs: (i) by reason of any Event of Default by the
defaulting party; and /or (ii) in connection with exercising its rights and remedies with respect
to any Event of Default; together with interest thereon at the Default Rate. All such amounts
shall be due and payable by the defaulting party immediately upon receipt of written demand
from the other party, and the obligation of the defaulting party to pay such amounts shall
survive the acquisition by CRC of the Signage Improvements.
18. Notice. Any notice required or permitted to be given by either party to this Contract 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 Developer at 11711 North Pennsylvania Street, Suite 200, Carmel. Indiana
46032, Attn: Jeffrey Sporleder, Facsimile: 317 - 573 -6055; and to CRC at 30 West Main Street, Carmel, Indiana
46032, Facsimile: 317 - 844 -3498, Attn: Les Olds, with a copy to: Karl P. Haas, Esq., Wallack Somers & Haas,
PC, One Indiana Square, Suite 1500, Indianapolis, Indiana 46204, Facsimile: 317 - 231 -9900. Either party may
change its address for notice from time to time by delivering notice to the other party as provided above. All
Installment Payments shall be delivered to Developer at the address set forth in, or specified in accordance
with, this Section.
19. Assignment. CRC shall not: (a) assign this Contractor any interest herein; or (b) delegate any duty
or obligation hereunder; except as permitted by the NBI Tri -Party Agreement or the Replacement Tri -Party
Agreement, as applicable. Notwithstanding any assignment as permitted by the NBI Tri -Party Agreement or
the Replacement Tri -Party Agreement, as applicable: (a) CRC shall remain fully liable to perform all of its
obligations under this Contract; and (b) a consent by Developer to any assignment shall not release CRC from
such performance; provided that, if, in the case of an assignment to a City Agency as permitted by the NBI
Tri -Party Agreement or the Replacement Tri -Party Agreement, as applicable, the obligations of CRC
hereunder become general obligations of the City, then CRC shall be released from performance of any
obligations that first arise after the date of such assignment. Any transfer of this Contract by operation of law
(including, without limitation, a transfer as a result of merger, consolidation, or liquidation of CRC) shall
constitute an assignment for purposes of this Contract. Developer shall not: (a) assign this Contract or any
interest herein; or (b) delegate any duty or obligation hereunder; except as permitted by the NBI Tri -Party
Agreement or the Replacement Tri -Party Agreement, as applicable; provided that, notwithstanding any
assignment: (a) Developer shall remain fully liable to perform all of its obligations under this Contract; and
(b) a consent by CRC to any assignment shall not release Developer from such performance.
20. Mutual Indemnification. Each of CRC and Developer shall indemnify and hold harmless Developer
and CRC, respectively, from and against any and all Claims arising from, or connected with: (a) the negligence
or wilful misconduct of: (i) CRC or Developer, respectively; or (ii) any party acting by, under, through, or on
behalf of CRC or Developer, respectively; and /or (b) the: (i) breach by CRC or Developer, respectively. of any
050511,1155,L2 Wayfind,ng Signage IC wpa —� —
term or condition of this Contract, the NBI Tri -Party Agreement, or the Replacement Tri -Party Agreement; and
(ii) the resulting exercise by Developer or CRC, respectively of its rights and remedies with respect to such
default.
21. Miscellaneous.
(a) Prior Agreements. Except in the case of the NBI Tri -Party Agreement, all prior
representations and agreements by or between Developer and CRC with respect to the
obligations set forth in this Contract are merged into, and expressed in, this Contract. This
Contract shall not be amended, modified, or supplemented, except: (i) by a written
agreement executed by both Developer and CRC; and (ii) as permitted by the NBI Tri -Party
Agreement or the Replacement Tri -Party Agreement, as applicable. This Contract may be
executed in separate counterparts, each of which shall be an original, but all of which
together shall constitute a single instrument.
(b) Construction. This Contract shall be construed in accordance with the laws of the
State of Indiana. The captions of this Contract are for convenience only and do not in any
way limit or alter the terms and conditions of this Contract. The invalidity or unenforceability
of any term or condition of this Contract shall not affect the other terms and conditions, and
this Contract shall be construed in all respects as if such invalid or unenforceable term or
condition had not been contained herein. All exhibits referenced herein are attached hereto
and incorporated herein by reference.
(c) Successors. Subject to the terms and conditions of Section 19, this Contract, and
all of the terms and conditions hereof, shall: (i) inure to the benefit of; and (ii) be binding
upon; the respective heirs, executors, administrators, successors, and assigns of Developer
and CRC. All indemnities set forth in this Contract shall survive the acquisition by CRC of
the Signage Improvements.
(d) Authority. Each person executing this Contract represents and warrants that: (i) he
or she has been authorized to execute and deliver this Contract by the entity for which he or
she is signing; and (ii) this Contract is the valid and binding agreement of such entity,
enforceable in accordance with its terms.
(e) Suits. All proceedings arising in connection with this Contract shall be tried and
litigated only in the state courts in Marion County, Indiana, or the federal courts with venue
that includes Marion County, Indiana. Developer waives, to the extent permitted under
applicable law: (i) the right to a trial by jury; and (ii) any right Developer may have to:
(A) assert the doctrine of "forum non conveniens "; or (B) object to venue.
(f) Time Periods. All references in this Contract to periods of days shall be construed
to refer to calendar, not business, days, unless business days are specified. Notwithstanding
anything to the contrary set forth herein, if either party is delayed in, or prevented from
observing or performing any of its obligations hereunder, or satisfying any term or condition
hereunder, in any case as the result of: (i) an act or omission of the other party; or (ii) any
other cause that is not within the reasonable control of such party (including, without
limitation, inclement weather, the unavailability of materials, equipment, services or labor, and
utility or energy shortages or acts or omissions of public utility providers); then:
(i) observation, performance, or satisfaction shall be excused for the period of such delay or
prevention; and (ii) the dates, and other deadlines for observation, performance, and
satisfaction shall be extended for the same period.
0 050511,1155,L2 Wayfinding S■gnage IC wpd
0
0
IN WITNESS WHEREOF, Developer and CRC have executed this Contract on the day and
year set forth above.
411 050511 1155 L2.Wayfinding S■gnage IC wpd =13:
CARMEL THEATER DEVELOPMENT
COMPANY, LLC
By: REI Real Estate Services, LLC, sole
member
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION
By:
William Hammer, President
IN WITNESS WHEREOF, Developer and CRC have executed this Contract on the day and
year set forth above.
CARMEL THEATER DEVELOPMENT
COMPANY, LLC
By: REI Real Estate Services, LLC, sole
member
By:
Jeffrey S. Sporleder, CFO
THE CITY OF
RED V. LS ENT C
By:
William Hammer, P
•
• 050511 1155L2.Wayfinding Signage IC wpd 1
CARMEL
ISSION
Index to Exhibits
Exhibit A Signage Improvements Schedule and Signage Improvements Specifications
•
4111 050511, 1155,L2.Wayfinding Signage IC wpd ' U-
•
•
•
EXHIBIT A
PARCEL #5, 7a, 7b, 7c
Regional Performing Arts Center
Installment Purchase Contract No.
Sign -A -Rama
Wayfinding signage
Description of Materials
A network of signage that will direct people from the surrounding areas to
the City of Carmel and the Regional Performing Arts Center.
050511,1155.L2,Wayfinding SIgnage 1C wpd
•
PURCHASE ORDER
ce
�, IN 46032
476884
TO �` � �
%j" Q,4.
SHIP TO
ADDRESS //��
7 !II w. CQIM�( b(`I
ADDRESS
CITY STATE, ZIP
C4•.baLt , r) 46 O32
CITY, STATE, ZIP
CArovtel 1 Z10 �(e °3Z
DATE
DATE REQUIRED
TERMS
HOW SHIPPED
REQ. NO. OR DEPT.
FOR
QUANTITY
DESCRIPTION
PRICE
UNIT
1
2
∎NOf : � S`5" Pa c k ��Q
140as1.15
72,GS*.
3
y`
4
r i' j ;Gr 1 1 051
5
PLR_ I
6
•
9
10
11
12
13
14
15
16
17
18
19
20
21
22
72,46?
IMPORTANT
PLEASE SEND COPIES OF YOUR INVOICE WITH
PURCHASE ORDER NUMBER MUST APPEAR ON ALL
INVOICES - PACKAGING, ETC.
"'_EASE NOTIFY US IMMEDIATELY IF YOU ARE UNABLE
COMPLETE ORDER BY DATE SPECIFIED.
ORIGINAL BILL OF LADING.
PURCHASING AGENT
O,A
at.,, adonis
8131
ORIGINAL
0
BID PROPOSAL SUMMARY PAG 0
Complete the following information and place as the cover p
your bid packet. Insert all documents into an envelope with
project name and your company name clearly marked on the
outside. Seal the envelope.
The prices indicated on this sheet shall be read aloud during the
quote opening and shall match the prices indicated in Part 2 of the
Bidders Itemized Proposal and Declarations.
Company:
..5;),,,, _ ,4_ / /n6. 0-4/711C
Project Name:
City of Carmel Project 11 -04
Wayflnding Signage Package
Phase 1
Date Submitted:
3 - /. - //
Base Bid Amount:
7 .1, 6S1 . °''
:
Apc
�.v �.,. a -e.. i �/�G J t-
f 4
0 Revised 2/25/2011
2
0
0
0
.to
Instructions To Bidders:
BIDDER'S ITEMIZED PROPOSAL
AND DECLARATIONS
City of Carmel
This form (Pages Bid -I through Bid -9) shall be utilized by all Bidders. Except as otherwise
specifically provided, all Parts shall be fully and accurately filled in, completed, notarized and
submitted with their bid.
Project: Wayfinding Signage Package Phase 1
Proposal For Construction of : Furnish and Install Wayfinding Signage and Poles
Date: 3 — /o - /a
To: City of Carmel, Indiana, Board of Public Works and Safety
BID-1
0
D
PART 1
BIDDER INFORMATION
Print
1.1 Bidder Name: .� l�-� '�' , `- carol c_ /
1.2 Bidder Address: Street Address: 57Y 4). Corot.] yr.
City: t_Ar/x4-1 State: XV Zip: y607Z_ (vG,03z)
Phone: (3i7) s'7t- /P05— Fax:
1.3 Bidder is a/an [mark one]
Individual
Partnership ✓ Indiana Corporation
Foreign (Out of State) Corporation; State:
Joint Venture Other
1.4 [The following must be answered if the Bidder or any of its partners or joint venture
parties is a foreign corporation. Note: To do business in or with the City of Carmel,
Indiana, foreign corporations must register with the Secretary of the State of Indiana as
required by the Indiana General Corporation Act as stated therein and expressed in the
N% Attorney General's Opinion #2, dated January 23, 1958.1
.1 Corporation Name:
.2 Address:
.3 Date registered with State of Indiana:
.4 Indiana Registered Agent:
Name:
Address:
BID -2
0 PART2
BID PROPOSAL
0
2.1 Base Bid
The undersigned Bidder proposes to furnish all necessary labor, machinery, tools,
apparatus, materials, equipment, service and other necessary supplies, and to perform and
fulfill all obligations incident thereto in strict accordance with and within the time(s)
provided by the terms and conditions of the Contract Documents for the above described
Work and Project, including any and all addenda thereto, for the Unit Prices applicable to
the Contract Items as stated in Part 3 hereof, which Unit Prices, when multiplied by
estimated unit quantities for such Contract Items, total the amounts listed below. The
Bidder acknowledges that evaluation of the lowest Bid shall be based on such price and
further acknowledges that the unit quantities listed in Part 3 of this Proposal are estimates
solely for the purpose of Bid evaluation and Contract award, and are not to be construed
as exact or binding. The Bidder further understands that all Work which may result on the
Contract shall be compensated for on a Unit Price basis and that the OWNER and
ENGINEER cannot and do not guarantee the amount or quantity of any item of Work to
be performed or furnished under the Contract.
Base Bid St.,w� bL. v)G., f;),- LA, erc.2 Dollars ($ 72, G s ).
(4Afg/ ble /5 f.t_ dekr-rnii,„..c_d /fi1" aSoVc)
BID-3
0
D
O
PART 3
CONTRACT ITEMS AND UNIT PRICES
Signage Bid
Prices
Figures
Unit
Price
In
Total
Price
for
Item
Contract
Item No.
Description*
Unit
Estimated
Quantity
1
0008: Type D Small
EA
1
/ /0
//6?
2
0012: Type C
EA
1
Li S'
WS-
3
0013: Type D Large
EA
1
i3g
iy3,
4
0015: Type D Large
EA
1
/4/3
/ y3f
5
0017: Type D Large
EA
1
/ti
/y3,-
6
0019: Type D Small
EA
1
f 4 I
1 j
7
0020: Type D Large
EA
1
/4/3e
/e
8
0021: Type C
EA
I
{i if —
e//
9
0025: Type D Large
EA
1
/4/3P
OA
10
0026: Type D Large
EA
1
j4/
/t
�"
11
0028: Type D Large
EA
1
113S'
i
D
0
O
967 - 4•144414
26
0063: Type D Large
EA
1
/�38-
27
0067: Type D Large
EA
1
,v3(r
, Y3T
28
0075: Type D Large
EA
1
/461S7
i y,
29
0083: Type D Large
EA
1
(936
1 y38
30
0201: Type F Large
EA
1
%3-1:
31
0208: Type F Large
EA
1
/)...r
IT
42S IT
32
0213: Type F Large
EA
1
4')-5-7
,/ -�
33
0214: Type F Large
EA
1
/- ,4
/,
34
0215: Type F Large
EA
1
/`:2377
/
35
0225: Type F Large
EA
1
/
, j7
36
0226: Type F Small
EA
1
42S9
MS'?
37
0229: Type F Large
EA
1
/a.2s1,
OS,
/)-Sri
1.259
'` '
38
0230: Type F Large
EA
1
',III
39
0233: Type F Small
EA
1
019
40
0234: Type F Large
EA
1
,
(2-0
41
0239: Type F Large
EA
1
/°1-5-7
I .J r
42
0242: Type F Large
EA
1
/
/2
43
0248: Type F Large
EA
1
,;a
44
(0201 & 0242) Sign Type J: Parldng diamond with
arrow north
EA
2
(/s
S�Q
����
45
(0230, 0234, & 0239) Sign Type J: Parking diamond
with arrow north and east
EA
3
p SEW/
Q
79#
46
(0208, 0213, & 0215) Sign Type J: Parking diamond
with arrow north and west
EA
3
51--V
/,9y
47
(0214 & 0233) Sign Type J: Parking diamond with
arrow west
EA
2
1-98,
/56
48
(0229) Sign Type J: Parking diamond with arrow east
EA
1
Sa,
s-98
49
(0248) Sign Type J: Parking diamond with arrow
west, north and east
EA
1
-38
Sy'
50
(0239) Sign Type K: Public Library with arrow north
EA
1
r' (f--
-Ca
51
(0248) Sign Type K: Public Library with arrow west
EA
1
-S-9 Sl-
398-
Total Signage Bid
.1/M
*Please refer to Sheet 1 & 2 for Sign number references.
BID-5
D
D
PART 4
CONTRACT DOCUMENTS AND ADDENDA
4.1 The Bidder agrees to be bound by the terms and provisions of all Contract Documents as
defined in the Standard General Conditions and incorporates such Contract Documents
herein by reference.
4.2 The Bidder acknowledges receipt of the following addenda:
ADDENDUM NUMBER DATE
ON t, /i7eirtl gz °II
riv /%%v-c,A /y, ,20/1
BID-6
0
PART 5
EXCEPTIONS
Instructions To Bidders:
5.1 The Bidder shall fully state each exception taken to the Specifications or other Contract
Documents in Section 5.3 of this Part.
5.2 Bidder is cautioned that any exception taken by Bidder and deemed by OWNER to be a
material qualification or variance from the terms of the Contract Documents may result
in this Bid being rejected as non - responsive.
5.3 Exceptions:
4/9 4. )6 C90 i7drii!f • / G✓C," C'Q itslr7l� -S
erAld hA/1 4-1 <, 146 / 1/Cv id If nf /41 1311‘
c cl /2" c- L p.7 f.c,
BID-7
0
D
PART 6
I! INANCIAL STATEMENT
..t _ !'• •.
(Financial Statement is Not Required)
BID-8
Tf
0
m
PART 7
ADDITIONAL DECLARATIONS
7.1 Bidder certifies for itself and all its subcontractors compliance with all existing laws of
the United States and the State of Indiana prohibiting the discrimination against any
employee or applicant for employment or subcontract work in the performance of the
Work contemplated by the Agreement with respect to hire, tenure, terms, conditions, or
privileges of employment or any matter directly or indirectly related to employment or
subcontracting because of race, religion, color, sex, handicap, national origin, ancestry,
age, disabled veteran status or Vietnam era veteran status. The City of Carmel reserves
the right to collect a penalty as provided in IC 5- 16-6 -1 for any person discriminated
against.
7.2 The Bidder certifies that he/she has thoroughly examined the site of the Project/Work and
informed himself/herself fully regarding all conditions under which he/she will be
obligated to operate and that in any way affect the Work, and knows, understands and
accepts the existing conditions. The Bidder further certifies that he/she has thoroughly
reviewed the Contract Documents, including all Addenda, and has had the opportunity to
ask questions and obtain interpretations or clarifications concerning Contract Documents.
BID-9
D
m
PART 8
NON - COLLUSION AFFIDAVIT
The individual person(s) executing this Bid Piuposal, being first duly sworn, depose(s) and
state(s) that the Bidder has not directly or indirectly entered into a combination, collusion,
undertaking or agreement with any other Bidder or person (i) relative to the price(s) proposed
herein or to be bid by another person, or (ii) to prevent any person from bidding, or (iii) to induce
a person to refrain from Bidding; and furthermore, this Bid Proposal is made and submitted
without reference to any other bids and without agreement, understanding or combination, either
directly or indirectly, with any persons with reference to such bidding in any way or manner
whatsoever.
PART 9
SIGNATURES
[Signature by or on behalf of the Bidder in the spaces provided below shall constitute execution
of each and every Part of this Itemized Proposal and Declarations Document. SIGNATURE
MUST BE PROPERLY NOTARIZED.]
Bidders Name: ,✓ - ,4 AO/ R &,,u_-J
Written Signature: o
Printed Name:
Title: l/ 1/ /C.t. /45-/ 644,r1
Important - Notary Signature and Seal Required in the Space Below
STATE OF Ma /Al'it7/1
SS:
COUNTY OF i%A'eioA/
Subscribed and sworn to before me this � day of "I fr
20 0 l/ I.-
My commission expires: 9 7 (Signed)
Printed: A/EE414 ,ess
Residing in /j1AtR /on/ County, State of /A/444444"
BID-l0