HomeMy WebLinkAboutVillage Financial/City Center Garage/Secondary Number Two/1,000,000/December 2011 OWlb /''
INSTALLMENT PURCHASE AGREEMENT
Secondary Number Two
This Installment Purchase Agreement (Secondary Number Two) (the `Agreement") Is
executed as of Decembers, 2011, by and between The City of Carmel Redevelopment Commission, a •
redevelopment commission organized and existing under the laws of the State of Indiana, for and on behalf
of the Redevelopment District ("CRC"), and Village Financial, LLC (the"Company").
ARTICLE I -DEFINITIONS
Act shall mean Indiana Code §36-7-14, as supplemented and amended from time to time.
Allocation Area shat: mean: (a) the City Center Redevelopment Area (91604 and 91604E); (b) the 126th
Street Corridor Economic Development Area(91603 and 91603E);(c)the Old Town Economic Development
Area (91610); (d) the Carmel Drive Economic Development Area (91616); (e) the Lauth-Walker Economic
Development Area (91617); (f) the Old Town Shoppes Economic Development Area (91618); (g) the Old
Methodist Economic Development Area (91620); (h) the Lurie Economic Development Area(91621); (0 the
National City Economic Development Area(91627); (j)the Village of West Clay Economic Development Area
(91629); (k) the Old Meridian Expansion Economic Development Area (91609 and 91639E); (I) the Illinois
Street Economic Development Area and Expansion Areas(91608, 91608E, and 91625); (m) the Hazel Dell
North Economic Development Area (91612); and (n) the Hazel Dell South Economic Development Area
(91611); as amended from time to time.
Allocation Area Increment shalt mean any property tax proceeds(i.e., the"increment") from the Allocation
Area allocated to the Redevelopment District and on deposit in an allocation fund therefor under
Section 39(b)(2)of the Act. The Allocation Area Increment is sometimes referred to by CRC as the"Big TI F".
Amount Attributable to Interest shall mean, for each six-month period ending on an Installment Payment
Date, the amount of the Installment Payment due on such date that is comprised of interest that: (a) has
accrued on the outstanding Amount Attributable to Principal at the LIBOR Based Rate (or, if applicable
pursuant to Section 4.1, the Base Rate); and (b) remains unpaid.
Amount Attributable to Principal shalt mean, subject to Article IV, the amounts specified in Exhibit A as the
"Amount Attributable to Principal".
Assignment Agreement shall mean the Assignment Agreement dated December"-,2011, by and between
the Company and Indiana Design Center, LLC, as amended and supplemented from time to time.
Balance shall mean,on any date,the sum of:(a)the portion of thelnslallment Payments specified in ExhibitA
as the Amount Attributable to Principal, which portion has not been paid as of such date; plus(b)the Amount
Attributable to Interest that has accrued and remains unpaid to date on such Amount Attributable to Principal.
Bank shall mean BMO Harris Bank N.A.
. Base Rate shall mean, for any day, the rate per annum equal to the greatest of: (a) the rate of interest
announced or otherwise established by.the Bank from time to time as its prime commercial rate as in effect
on such day,with any change in the Base Rate resulting from a change in such prime commercial rate to be
effective as of the date of the relevant change in such prime commercial rate (it being acknowledged and
agreed that such rate may not be the Bank's best or lowest rate); (b) the sum of: (i) the rate determined by
the Bank to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per
annum quoted to the Bank at approximately 10:00 a.m.(Chicago time)(or as soon thereafter as is practicable)
on such day (or, if such day is riot a Business Day, on the immediately preceding Business Day) by two or
more Federal funds brokers selected by the Bank for sale to the Bank at face value of Federal funds in the
secondary market in an amount equal or comparable to the principal amount for which such rate is being
determined; plus (ii) 1/2 of 1%; and (c) the LIBOR Quoted Rate for such day plus 1.00%.
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Bonds shall mean all bonds, notes, or similar obligations(but not including Contracts)of CRC,the principal
of, and interest on, which are payable from Allocation Area Increment.
Business Day shall mean a day that is not: (a) a Saturday, Sunday, or legal holiday on which banking
institutions in: (i) the State of Indiana; or(ii)the city in which the office of the Bank is located; are authorized
to remain closed; or(b) a day on which the New York Stock Exchange is closed.
Casualty Insurance shall mean casualty insurance with respect to the Conveyance Property, the policy of
which shall: (a) be issued by a reputable insurance company; and (b) provide coverage in such amounts as
are customary, and against such risks(including damage to, or destruction of, the garage that constitutes a
portion of the Conveyance Property) as customarily are covered, in connection with casualty insurance for
garages similar to the garage that constitutes a portion of the Conveyance Property.
Change Date shall mean the first day of every calendar month occurringafter the date hereof.
City shall mean the City of Carmel, Indiana.
Claims shall mean all claims,advances, damages, losses,costs,and expenses(including,without limitation,
reasonable attorneys' fees).
Code shall mean the Internal Revenue Code of 1986, as amended, and the United States Treasury
Regulations in effect with respect thereto.
Contract Amount shall mean the sum of all of the Installment Payments.
Contracts shall mean all contracts of CRC, payments under which are payable from Allocation Area
Increment,excluding: (a)this Agreement;(b)contracts entered into for the continued operations of CRC;and
(c) contracts that are not indebtedness under generally accepted accounting principles.
Conveyance Property shall mean a portion of the Phase 1 Parking Facilities, which portion: (a) more
particularly is described and/or depicted on Exhibit C-2; (b) represents a proportionate share of the
Phase 1 Parking Facilities, based upon a purchaseprice for the entirety of the Phase 1 Parking Facilities equal
to$22,500,000.00;and(c)when aggregated with the portion of the Phase 1 Parking Facilities being acquired
by CRC pursuant to the Primary Installment Contract and the Second Secondary Installment Contract, will
result in the acquisition by CRC of the entirety of the Phase 1 Parking Facilities.
Conveyance Property Closing Date shall mean the date of the closing with respect to the transfer of the
Conveyance Property,which date shall be the date nt the execution of this Agreement.
Debt Service shall mean, for any period, the sum of regular (non-default) Installment Payments for that
period.
Debt ServicefPayment Coverage Ratio shall mean, with respect to a particular period, the ratio of:
(a) the following amount: (i) the Allocation Area Increment for that period; plus (ii) the
Existing Improvements Increment for that period; minus (iii) the Project Expenses for that
period; and (iv) minus the amounts that will be due during that period with respect to the
Junior Parity Obligations; to
(b) the Debt Service for that period.
Event of Default shall have the meaning set forth in Section 7.1.
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Existing Improvements shall mean buildings and/or parking facilities existing on Parcel 2 (Office)., Parcel 5,
and Parcel 12 on the date hereof.
Existing Improvements Increment shall mean that portion of the Increment attributable to Existing
Improvements.
Final Period shall mean the period: (a)beginning immediately upon the expiration of the Second Period; and
(b) ending on December 31, 2034. The Final Period is the"Secondary Transaction Final Period" under the
Transaction Agreement.
Increment shall mean the Parcel 2 Office Increment, the Parcel 2 Residential Increment, the
Parcel 4 Increment, the Parcel 5 Increment, the Parcel 11 Increment, and/or the Parcel 12 Increment, as the
case may be.
Initial Period shall mean the period: (a) commencing on the date hereof; and (b) ending on
December 31, 2018. The Initial Period is the 'Secondary Transaction Initial Period" under the Transaction
Agreement.
Installment Payment Date shall mean each semi-annual payment date specified on Exhibit A.
Installment Payments shall mean the sum of the Amount Attributable to Principal plus the Amount
Attributable to Interest; provided that,as set forth in Section 4.5,Installment Payments during the Initial Period
shall be comprised entirely of the Amount Attributable to Interest.
IP Obligation shall mean the obligation of CRC under this Agreement to pay Installment Payments.
Junior Parity Obligations shall mean Bonds or Contracts that are payable from the Allocation Area
Increment: (a) after payments due with respect to the Senior Debt; but (b) before any other indebtedness or
contractual obligations of CRC that are payable from the Allocation Area Increment.
Laws shall mean all applicable federal, state, or local law,statute, ordinance, rule,or regulation,or any order
or decree of any: (a) governmental agency, board, commission, or department; or (b) other judicial,
administrative, or regulatory body.
LIBOR Based Rate shall mean a per annum rate of interest equal to the LIBOR Quoted Rate plus 2.8%.
LIBOR Quoted Rate shall mean, for any day, the rate per annum equal to the quotient of: (a) the rate per
annum(rounded upwards, if necessary,to the next higher one hundred thousandth of&percentage point)for
deposits in U.S. Dollars for a one-month interest period that appears on the LIBOR01 Page as of 11'.00 a m.
(London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding
Business Day); divided by (b) one minus the Reserve Percentage.
Master Project Agreement shall mean that certain Master Project Agreement dated August 31, 2006, as
amended by:(a)that certain First Amendment to Master Project Agreement dated October 16, 2007; (h)that
certain Second Amendment to Master Project Agreement dated December 31,2007;and(c)that certain Third
Amendment to Master Project Agreement of even date hereof,
Net Proceeds shall mean,with respect to the Casualty Insurance or any condemnation award,-the proceeds
remaining after payment ofall expenses(including,without limitation,attorneys'fees incurred in the collection
of such proceeds.
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Parcel 2 shall mean that certain real estate located in the City and commonly known as Parcel 2,which real
estate is delineated as "Parcel 2"on Exhibit 8.
Parcel 2(Office) shall mean that portion of Parcel 2 delineated as "Parcel 2 (Office)"On Exhibit B.
Parcel 2 Office Increment shall mean the incremental revenue generated from all ad valorem real property
taxes that are levied, imposed, or charged on, against, for or with respect to Parcel 2 (Office) by the
applicable taxing authorities, which revenue is allocated to the Redevelopment District and on deposit in an
allocation fund therefor under Section 39(b)(2) of the Act.
Parcel 2(Residential)shalt mean that portion of Parcel 2 delineated as"Parcel 2(Residential)"on Exhibit 8.
Parcel 2 Residential Increment shall mean the increrental revenue generated from all ad valorem real
property taxes that are levied, imposed, or charged on, against, for, or with respect to Parcel 2 (Residential)
by the applicable taxing authorities,which revenue is allocated to the Redevelopment District and on deposit
in an allocation fund therefor under Section 39(b)(2) of the Act.
Parcel 4 shall mean that certain real estate Ideated in the City and commonly known as Parcel 4,which real
estate is delineated as"Parcel 4"on Exhibit B.
Parcel 4 Increment shall mean the incremental revenue generated from all ad valorem real property taxes
that are levied, imposed, or charged on, against, for, or with respect to Parcel 4 by the applicable taxing
authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund
therefor under Section 39(b)(2) of the Act.
Parcel 5 shall mean that certain real estate located in the City and commonty known as Parcel 5, which real
estate is delineated as"Parcel 5"on Exhibit B.
Parcel 5 Increment shall mean the incremental revenue generated from all ad valorem real property taxes
that are levied, imposed, or charged on, against, for, or with respect to Parcel 5 by the applicable taxing
authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund
therefor under Section 39(b)(2) of the Act
Parcel 11 shall mean that certain real estate located in the City and commonly known as Parcel 11,which real
estate is delineated as "Parcel 11"on Exhibit B.
Parcel 11 Increment shall mean the incremental revenue generated from all ad valorem real property taxes
that are levied, imposed, or charged on, against, for, or with respect to Parcel 11 by the applicable taxing
authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund
therefor under Section 39(b)(2) of the Act.
Parcel 12 shall mean that certain real estate located in the City and commonly known as Parcel 12 or the
Indiana Design Center, which real estate is delineated as"Parcel 12"on Exhibit B.
Parcel 12 Increment shall mean the-incremental revenue generatedfrom all ad valorem real property taxes
that are levied, imposed, or charged on, against, for, or with respect to Parcel 12 by the applicable taxing
authorities, which revenue is allocated to the Redevelopment District and on deposit in an allocation fund
therefor under Section 39(b)(2) of the Act.
Parking Management Standards shall mean standards for, arid obligations with respect to, managing,
maintaining, and operating the Phase 1 Parking Facilities,which standards: (a) shall be at least as high as
She standards for maintenance by the City of public parking garages, areas, and amenities; and (b) at the
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election of CRC or Company, shall be such higher standards as would be applied by Company and.1ur its
affiliates for maintenance of parking garages and surface parking lots serving first-class office and/or retail
space.
Permitted Investments shall mean any securities: (a) backed by the full faith and credit of the United States
Treasury or fully guaranteed by the United States: and (b) issued by: (i) the United States Treasury; (ii) a
federal agency; (iii) a federal instrumentality; or (iv) a federal government sponsored enterprise; which
securities at the time of investment are legal investments under the laws of the State of Indiana for the
moneys of CRC proposed to be invested therein.
Phase 1 Parking Facilities shall mean:(a)underground parking facilities;and(b)garage entrances and exits,
ramps and drives, elevator lobbies, and related facilities (including the ramp providing access to the
underground parking facilities); that were constructed on the Phase 1 Site pursuant to the Master Project
Agreement and the Phase 1 Project Agreement, together with the real estate on which the foregoing are
located. The Phase 1 Parking Facilities are depicted on Exhibit C-1
Phase 1 Project Agreement shall mean that certain Phase 1 Project Agreement executed by and between
CRC and Company and dated August 31, 2006, as amended by that certain First Amendment to
Phase 1 Project Agreement dated December 31, 2007.
Phase 1 Site shall mean that portion of Parcel 5 delineated as the"Phase 1 Site"on Exhibit B.
Primary IC Installment Payments shall mean the "Installment Payments" under the Primary Installment
Contract.
Primary Installment Contract shall mean that certain Installment Purchase Agreement (Primary) of even
date herewith executed by and between CRC and Company. The Primary Installment Contract is the
"Primary Parking Facilities IC" under the Transaction Agreement.
Project Expenses shall mean all expenditures that: (a) are paid (or to be paid) from Allocation Area
Increment;and(b)by their terms are not made subordinate to the Junior Parity Obligations, Project Expenses
shall include, but not be limited 1o, payment obligations on Senior Debt.
Purchase Price shall mear ,000,000.00..
Redevelopment District shall mean the special taxing district constituted by all of the territory within the
corporate boundaries of the City, established under Section 3(b) of the Act.
Reserve Percentage shall mean, for any day, the maximum reserve percentage, expressed as a decimal,
at which reserves(including,without limitation,any emergency,marginal,special,and supplemental reserves)
are imposed by the Board of Governors of the Federal Reserve System (or any successor)on"eurocurrency
liabilities", as defined in such Board's Regulation D(or any successor thereto), subject to any amendments-
of such reserve requirement by such Board or its successor,taking into account any transitional adjustments
thereto,without benefit or credit for any prorations,exemptions, or offsets under Regulation D(and adjusted
automatically on and as of the effective date of any change in any such reserve percentage).
Second Period shall mean the period: (a) beginning immediately upon the expiration of the Initial Period:and
(b)ending on December 31,2029. The Second Period is the"Secondary Transaction Second Period"under
the Transaction Agreement.
Second Secondary IC Installment Payments shall mean the "Installment Payments" under the Second
Secondary Installment Contract.
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Second Secondary Installment Contract shall mean that certain Installment Purchase Agreement
(Secondary Number One) of even date herewith executed by and between CRC and Company:
Senior Debt shall mean Bonds or Contracts that are payable from the Allocation Area Increment,which Bonds
or Contracts have priority over all other indebtedness or contractual obligations of CRC that are payable from
the Allocation Area Increment.
Special Tax Counsel shall rrlean any attorney, or firm of attorneys, selected by CRC that: (a) has
nationally-recognized standing in matters pertaining to the federal tax exemption of interest on obligations
issued by states and political subdivisions; and (b) is admitted to practice law before the highest court of any
state of the United States of America.
Tax Certificate shall mean the Arbitrage and Tax Representation Certificate of CRC, dated the Conveyance
Property Closing Date.
Transaction Agreement shall mean that certain Transaction Agreement of even date herewith executed by
and among CRC, Carmel City Center, LLC,Village Housing Corporation, Village on the Green, LLC, Pedcor
Residential, LLC, Pedcor Office, LLC, and Indiana Design Center, LLC.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
Section 2,1. CRC. CRC makes the following representations:
(a) CRC is a redevelopment commission organized and existing under the laws of the
State of Indiana.
(b) CRC has:(i)full legal rigid,power,and authority to:(A)enter into this Agreement and
carry out its obligations hereunder; and(B)carry out and consummate all other transactions
contemplated by this Agreement; and (ii) complied with the Laws in all matters relating to
such transactions.
(c) By proper action, CRC has authorized the execution and delivery of, and the
performance of its obligations under, this Agreement.
(d) The execution and delivery of this Agreement by CRC. and the consummation by
CRC of the transactions herein contemplated, do not: (i) violate any: (A) provision of Law;
(B)order of any court or other agency of government by which CRC or any of its properties
or assets is bound; or(C)indenture, material agreement,or other instrument to which CRC
is a party or by which it or any of its properties of assets is bound; (ii) conflict with, result in
a breach of,orconstitute a default under any such indenture,agreement,or other instrument;
or(iii) result in the creation or imposition of any prohibited lien, charge, or encumbrance of
any nature upon any of the properties or assets of CRC.
(e) CRC shall not take or, to the extent within its power, permit to be taken, any action
that results in the interest paid for the installment purchase of the Conveyance Property
under the terms of this Agreement being included in the gross income of Company or its
assigns for purposes of federal or State of Indiana income taxation.
(f) CRC has determined that it is necessary and proper that CRC purchase the
Conveyance Property in the manner provided for in this Agreement.
(g) during the Final Period (but not the Initial Period or the Second Period), CRC shall
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meet the Ongoing Coverage Threshold(as defined in the Transaction Agreement), measured
annually as of the end of each calendar year during the Final Period.
Section 2.2. The Company. The Company makes the following representations and warranties:
(a) The Company is a limited liability company organized and existing under the laws
of the State of Indiana.
(b) The Company has: (i) full legal right, power, and authority to: (A) enter into this
Agreement and carry out its obligations hereunder; and (B) carry out and consummate all
other transactions contemplated by this Agreement; and (ii) complied with the Laws in all
matters relating to such transactions.
(c) By proper action,the Company has authorized the execution and delivery of,and the
performance of its obligations under, this Agreement.
(d) The execution and delivery of this Agreement by the Company, and the
consummation by the Company of the transactions herein contemplated, do not: (i) violate
any: (A) provision of Law; (B)order of any court or other agency of government by which the
Company or any of its properties or assets is bound;or(C) indenture, material agreement,
or other instrument to which the Company is a party or by which it or any of its properties or
assets is bound; (ii)conflict with, result in a breach of,or constitute a default under any such
indenture, agreement, or other instrument; or(iii) result in the creation or imposition of any
prohibited lien, charge, or encumbrance of any nature upon any of the properties or assets
of the Company.
(e) The Company shall not take or,to the'extent within its power, permit to be taken,any
action that results in the interest paid for the installment purchase of the Conveyance
Property under the terms of this Agreement being included in the gross income of the
Company or its assigns for purposes of federal or State of Indiana income taxation.
ARTICLE III -SALE AND PURCHASE OF THE CONVEYANCE PROPERTY
Subject to the terms and conditions of this Agreement (a) the Company shall sell to CRC; and (b)CRC shall
purchase from the Company; title to the Conveyance Property for the Purchase Price. As provided in
Section 8.3,title to the Conveyance Property shall be conveyed to CRC on the Conveyance Property Closing
Date. CRC expressly understands and agrees that CRC shall pay the full Contract Amount.
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ARTICLE IV - INSTALLMENT PAYMENTS
Section 4.1 Interest. The Amount Attributable to Principal shall bear interest at the LIBOR Based Rate;
provided that,if: (a) LIBOR deposits are not readily available in the London Inter-Bank Offered Rate Market;
or(b)adequate and reasonable methods do not exist for ascertaining the rate of interest applicable to such
deposits; then interest shall accrue on the Amount Attributable to Principal at a rate equal to the Base Rate.
Interest on the Amount Attributable to Principal shall be computed on the basis of a 360-day year for the actual
number of days elapsed. The LIBOR Quoted Rate: (a) initially shall be set on the date hereof; and
(b) thereafter shall be reset on each Change Date. Accordingly, once set, the LIBOR Quoted Rate shall
remain the set amount until the next occurring Change Date.
Section 4.2 Installment Payments. Subject to the terms and conditions of this Agreement(including
CRC's right of prepayment pursuant to Article VI), CRC shall pay the Installment Payments to the Company
on the Installment Payment Dates; provided that, during the portion of the Initial Period: (a) commencing on
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the date hereof;and(b)ending on December 31,2013;no Installment Payments shall be required to be made
by CRC(and payment of the amount that otherwise would be due and payable instead shall be deferred until
the Final Period and paid in accordance with Section 4.6). Each Installment Payment shall be paid to the
Company in lawful money of the United States of America. If CRC fails to make any Installment Payment
(except in the case of any amount of an Installment Payment that is deferred until the Final Period pursuant
to this Section, Section 4.5,and/or Section 4.7 and paid in accordance with Section 4.6): (a)such Installment
Payment shall continue as an obligation of CRC until paid in full;and(b)CRC shall pay interest on the unpaid
amount of the Installment Payment at a per annum rate equal to the Base Rate plus 4%.
Section 4.3 Absolute Obligation. CRC's obligation to make the Installment Payments is absolute and
unconditional, and until the Contract Amount is paid in full (or provision for the payment thereof has been
made pursuant to Articles VI and VIII): (a) CRC shall not discontinue or suspend any Installment Payments
that are due and payable by CRC; and (b) no Installment Payment shall be: (i) subject to reduction, whether
by offset or otherwise; or (ii) conditional upon the performance or nonperformance by any party of any
• agreement or any other cause.
Section 4.4. Principal and Interest. The obligation of CRC hereunder to pay the Installment Payments
shall constitute an "obligation" under Section 1.150-1(b)of the Regulations: (a) the principal of which is the
Amount Attributable to Principal;and(b)the interest on which is the Amount Attributable to Interest;although,
for purposes of the laws of the State of Indiana, the Amount Attributable to Principal and the Amount
Attributable to Interest simply are two amounts that serve as the basis for calculating the Contract Amount
and, when aggregated, comprise the Installment Payments. The obligations of CRC under this Agreement
are those of a purchaser under an installment purchase agreement of real and personal property. Accordingly,
this Agreement is neither a bond nor a loan to, or borrowing of, CRC.
Section 4.5. Interest Only. Notwithstanding anything to the contrary set forth herein or on Exhibit A,
during the Initial Period, the Installment Payments shall be comprised entirely of the Amount Attributable to
Interest; provided that, during the portion of the Initial Period: (a) commencing on the date hereof; and
(b) ending on December 31, 2013; no Installment Payments shall be required to be made by CRC (and
payment of the amount that otherwise would be due and payable instead shall be deferred until the Final
Period and paid in accordance with Section 4.6). After the expiration of the Initial Period, the Installment
Payments shall be comprised of the Amount Attributable to Principal and the Amount Attributable to Interest.
Section 4.6 Deferred Amounts. All amounts of Installment Payments that have been deferred until the
Final Period pursuant to Section 4.2, Section 4.5, and/or Section 4.7 shall be due and payable in ten equal
installments, each of which installments shall be payable on an Installment Payment Date during the Final
Period, with the result being that the Contract Price will be paid in full at the end of the Final Period.
Section 4.7 Sources_
(a) Initial/Second Periods.
(i) During the Initial Period and the Second Period, the Existing
Improvements Increment that remains after payment of the Primary IC
Installment Payment due on an Installment Payment Date shall be allocated
• between Installment Payments and the Second Secondary IC Installment
Payments (first, to the Amount Attributable to Interest, and second, to the
Amount Attributable to Principal) on a.proportionate basis, based on the
Purchase Price and the "Purchase Price" under the Second Secondary
Installment Contract
(ii) During the Initial Period and the Second Period, the Installment
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Payments shall be payable solely from Existing Improvements Increment,
to the extent that Existing Improvements Increment: (A) remains after
payment of the Primary IC Installment Payment due on an Installment
Payment Date;and(B)is allocable to payment of the Installment Payments
pursuant to Subsection 4.7(a)(i).
(iii) Notwithstanding the amount of the Installment Payments that
otherwise would be due and payable during the Initial Period or the Second
Period: (A) CRC shall only be obligated to pay so much of each Installment
Payment as can be paid by use of the Existing Improvements Increment, to
the extent that Existing Improvements Increment:(1)remains after payment
of the Primary IC Installment Payment due on an Installment Payment Date:
and (2) is allocable to payment of the Installment Payments pursuant to
Subsection 4.7(a)(i); and (B)any remaining amounts shall be deferred until
the Final Period and paid in accordance with Section 4.6.
(b) Final Period. During the Final Period (but not the Initial Period or the Second
Period), if and to the extent that the Existing Improvements Increment that remains after
payment of the Primary IC Installment Payments is insufficient to pay the full amount of any
then due Installment Payment, then the remainder of such Installment Payment shalt be
payable out of Allocation Area Increment that remains after payment of the Senior Debt,the
Junior Parity Obligations, and the Primary IC installment Payments.
ARTICLE V -COVENANTS OF CRC
Section 5.1 Compliance. CRC shall: (a) punctually pay the installment Payments (except in the case
of any amount of an Installment Payment that is deferred until the Finai Period pursuant to Section 4.2,
Section 4.5, and/or Section 4.7 and paid in accordance in Section 4.6) in strict conformity with the terms
hereof; (b)faithfully observe and perform all the agreements,covenants,terms,and conditions required to be
observed and performed by it pursuant to this Agreement;and(c)not terminate this Agreement for any cause
(including, without limitation: (i) any acts or circumstances that may constitute: (A) failure of consideration;
(B)destruction of,or damage to,the Conveyance Property;(C)commercial frustration of purpose:or(0)any
change in the tax or other laws; (ii) any failure of the Company to observe or perform: (A) any agreement,
covenant,term,or condition required to be observed and performed by it pursuant to this Agreement,whether
express or implied; or (B) any duty, liability, or obligation arising out of, or connected with, the insolvency,
deemed insolvency, bankruptcy, or liquidation of the Company; or(iii) any force majeure, including acts of
God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or
embargo, strikes, industrial disputes, lock-outs, lack of transportation facilities, fire, explosion, or acts or
regulations of governmental authorities).
Section 5.2 Encumbrances.
(a) Senior Debt. CRC shall not incur Senior Debt in addition to that existing on the date
hereof without the consent of the Company.
(b) Superior_ CRC may issue any Bonds, and enter into any Contracts, the payments
under which are superior to the Installment Payments, so long as: (i) such Bonds and/or
Contracts are not Senior Debt: and (ii) after issuing such Bonds or entering into such
Contracts, CRC will be able to maintain a Debt Service/Payment Coverage Ratio of at least
1.25:1.0.
(c) Parity. CRC may issue Bonds, and enter into Contracts, the payments under which
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are on parity with the Installment Payments,so long as,after issuing such Bonds or entering
into such Contracts. CRC will be able to maintain a Debt Service/Payment Coverage Ratio
of at least 1.25:1.0.
(d) Subordinate, CRC may issue Bonds,and enter into Contracts, the payments under
which are subordinate to the Installment Payments.
Section 5.3 Tax Covenants. Notwithstanding anything to the contrary set forth herein,absent an opinion
of Special Tax Counsel that the exclusion from gross income or the portion of each Installment Payment
constituting interest will not be adversely affected for federal income tax purposes, CRC and the Company
covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from
gross income, including, without limitation that:
(a) Private Activity. CRC and the Company shall not:(i)take, or omit to take,any action;
or(ii) make any use of the proceeds of the IP Obligation or of any other funds or property;
that would cause the IP Obligation to be a "private activity bond" within the meaning of
Section 141 of the Code.
(0) Arbitrage. CRC and the Company shall nod: (i)take, or omit to take, any action; or
(ii)make any use of the proceeds of the IP Obligation or of any other funds or properly; that
would cause the IP Obligation to be an "arbitrage bond"within the meaning of Section 148
of the Code.
(c) Federal Guarantee. CRC and the Company shall not: (i)take, or omit to take, any
action; or (ii) make any use of the proceeds'of the IP Obligation; that would cause the IP
Obligation to be 'federally guaranteed" within the meaning of Section 149(b)of the Code.
.(d) Information Reporting. CRC and the Company shall take, or cause to be taken, all
necessary action to comply with the informational reporting requirements of Section 149(e)
of the Code.
(e) Miscellaneous. CRC and the Company shall: (i) not take any action that is
inconsistent with the expectations stated in any Tax Certificate; and (ii) comply with the
covenants and requirements stated therein and incorporated by reference herein.
If the Company incurs out-of-pocket costs and expenses to comply with the terms and conditions of this
Section,then CRC will reimburse the Company for such costs and expenses. This Section,and the covenants
set forth herein, shall not be applicable to,and nothing contained herein shall be deemed to prevent CRC and
the Company from issuing,obligations, the interest with respect to which has been determined by Special Tax
Counsel to be subject to federal income taxation.
Section 5.4 Maintenance/OperatOn. CRC shalt: (a) have the right to occupy, possess, and use the
Conveyance Property; (b) maintain and preserve the Conveyance Property in good repair and working order
at all times; (c) operate the Conveyance Property; and (d) pay all costs and expenses of operating arid
maintaining the Conveyance Property as such costs and expenses become due and payable. From and after
the execution of the instrument setting forth the Parking Management Standards, CRC shall manage,
maintain, and operate the Conveyance Property in accordance with the Parking Management Standards.
Section 5.5 Payment of Claims. CRC shall pay and discharge any and all lawful claims for labor,
materials or supplies that, if unpaid, might become a lien on the Conveyance Property; provided that CRC
shall not be required to pay such claims if the validity thereof shall be contested in good faith.
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Section 5.6 Compliance with Contracts. CRC shall:(a)not take, or omit to take, any action under any
contract, if the effect of such act or failure to act would in any manner impair or adversely affect the ability of
CRC to pay Installment Payments;and(b)comply with,keep,observe and perform all agreements,conditions.
covenants and terms, express or implied, required to be performed by it contained in all other contracts
affecting or involving the Conveyance Property, to the extent that CRC is a party thereto.
Section 5.7 Insurance.
(a) CRC shall procure and maintain the Casualty Insurance.
(b) If there is damage to, or destruction of, the Conveyance Property caused by the
perils covered by the Casualty Insurance, then the Net Proceeds shall be applied to the
reconstruction, repair, and/or replacement of the damaged or destroyed portion of the
Conveyance Property. CRC shall: (i)begin such reconstruction, repair, and/or replacement
of the applicable portion of the Conveyance Property promptly after the occurrence of the
damage or destruction; (ii) complete such reconstruction, repair, and/or replacement as
expeditiously as possible; and (iii) pay out of such Net Proceeds all costs and expenses in
connection with completing such reconstruction, repair, and/or replacements so that the
Conveyance Property is free and clear of all claims and lens resulting from such
reconstruction, repair, and/or replacements.
(c) If the Net Proceeds exceed the costs of the reconstruction, repair, and/or
replacement of the damaged or destroyed portion of the Conveyance Property, then the
excess Net Proceeds shall be applied to such fund or account as CRC may direct and as
may be permitted by the Laws.
(d) Any insurance required to be maintained by this Section may be maintained under
a self-insurance program, so long as such self-insurance: (i) is maintained in the amounts
and manner customarily maintained in connection with garages similar to the garage that
constitutes a portion of the Conveyance Property; and (ii) in the opinion of an accredited
actuary, is actuarially sound. All policies of insurance required to be maintained herein shall
provide that CRC and the Company shall be given 30 days' written notice of any intended
cancellation or reduction of coverage.
Section 5.8 Condemnation Proceeds. If all or any part of the Conveyance Property is taken by
condemnation proceedings, then the Net Proceeds shall be applied to the replacement of the part of the
Conveyance Property taken by condemnation proceedings; provided that, it (a) all of the Conveyance
Property is taken by condemnation proceedings; or(b)as a result of a taking by condemnation proceedings,
replacement is not feasible; then the Net Proceeds shall be applied to such fund or account as CRC may
direct and as may be permitted by the Laws.
Section 5.9 Payment of Taxes. CRC shall pay and discharge when due all taxes, assessments, and
other governmental charges that may hereafter be lawfully imposed upon the Conveyance Property or any
part thereof. CRC shall observe and conform with all valid regulations and requirements of any governmental
authority relative to the operation of the Conveyance Property or any part thereof; provided that CRC shall not
be required to comply with any regulations or requirements so long as the validity or application thereof is
contested in good faith.
Section 5.10 Records and Reports. CRC shall keep appropriate accounting records in which complete
and correct entries shall be made of all transactions by CRC relating to the Conveyance Property, which
records shall be available for inspection by the Company at reasonable hours and under reasonable
conditions.
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Section 5.11 Protection of Security. CRC shall: (a) preserve and protect the rights of the Company to
the Installment Payments hereunder; and(5)warrant and defend such rights against all claims and demands
of all persons.
Section 5.12 Further Assurances. CRG shall adopt, deliver, execute, and make any and all further
assurances, instruments and resolutions as may be reasonably necessary or proper: (a) to carry out the
intention or to facilitate the performance hereof; and (b) for better assuring and confirming the rights and
benefits provided to the Company hereunder.
Section 5.13 Indemnities.
(a) CRC, if and to the extent permitted by law, shall indemnify and hold harmless the
Company from and against all Claims arising obi of, or in connection with, the acceptance
or the performance of its duties hereunder; provided that no indemnification shalt be made
for willful misconduct,gross negligence,or awillful breach of an obligation hereunder by the
Company.
(b) CRC, if and to the extent permitted by law, shall defend against every suit, action,
or proceeding at any lime brought against the Company in connection with any Claim:
(i) arising out of the receipt, application,or disbursement of any of the Installment Payments
in accordance with the terms and conditions of this Agreement; or(ii) involving the rights of
the Company under this Agreement;provided that the Company,at its election, may appear
in and defend on its own behalf any such suit, action, or proceeding.
(c) CRC, if and to the extent permitted by law, shall indemnify and hold harmless the
Company against any and all Claims arising out of the receipt, application, or disbursement
of any of the Installment Payments in accordance with the terms and conditions of this
.Agreernenl If there is litigation to enforce the rights of the Company under this Agreement
then, to the extent that such litigation is resolved in favor of the Company, CRC promptly
shall reimburse the successful party for the full amount of the reasonable: (i)attorneys'fees;
and/or(ii) other expenses; incurred by the prevailing party.
(d) The foregoing indemnities shall survive the discharge df this Agreement.
•
ARTICLE VI - PREPAYMENT/PURCHASE
•
Section 6.1 Prepayment. CRC may prepay on any date,in whole or in part,the portion of any Installment
Payment constituting the Amount Attributable to Principal at a prepayment price equal to 100%of the amount
being prepaid, together with the unpaid interest that has accrued thereon to such date, without any
prepayment premium;provided that, notwithstanding any partial prepayment, CRC shall not be relieved of its
obligations hereunder, including its obligations with respect to the payment of Installment Payments, until:
(a) the Balance has been paid in lull; or(b) there is a full discharge pursuant to Section 8.1.
Section 6.2 . Method. Before making any prepayment pursuant to Section 6.1, CRC shall give written
notice to the Company specifying: (a) the amount of such prepayment; and (b) the date on which, if all
conditions precedent to such prepayment set forth in such notice are satisfied,such prepayment shall be paid,
which date shall be not less than.six months after the date of such notice.
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ARTICLE VII - DEFAULTS AND REMEDIES
Section 7.1 Events of Default. Each of the following shall constitute an"Event of Default'by CRC or the
Company, as applicable:
(a) CRC shall fail to make any Installment Payment required to be made by CRC when
due (except in the case of any amount of an Installment Payment that is deferred until the
Final Period pursuant to Section 4.2, Section 4.5,and/or Section 4.7 and paid in accordance
in Section 4.6).
(b) CRC issues any Bonds, or enters into any Contracts, in vio'iation of Section 5.2.
(c) CRC or the Company shall fail to observe or perform any agreement or covenant
required by this Agreement to be observed or performed by it (other than the payment of
money or a failure of the nature specified in Subsection 7.1(b)), and such failure continues
for a period of 60 days after CRC or the Company, respectively, receives written notice of
such failure;
t(d) if: (i) CRC or the Company files a petition or answer seeking arrangement or
reorganization under the federal bankruptcy laws or any other Laws; (ii)a court of competent
jurisdiction approves a petition filed with or without the consent of CRC or the Company
seeking arrangement or reorganization under the federal bankruptcy laws or any other Laws;
or(iii)under the provisions of any Law for the relief or aid of debtors, any court of competent
jurisdiction assumes custody or control of CRC or the Company, or of the whole or any
substantial part of the.property of CRC or the Company.
Section 7.2 Acceleration.
(a) If there is an Event of Default by CRC, then the Company may accelerate payment
of the Balance by delivery of written notice to CRC. Upon delivery of such notice, the entire
unpaid Balance immediately shall be due and payable.
(b) If, at any time: (i)after the Company exercises its right to accelerate payment of the
Balance; and (ii) before.any judgment or decree for the payment of the Balance has been
obtained or entered; it is the case that: (i)CRC deposits with the Company a sum sufficient
to pay: (A) any overdue Installment Payments, together with interest on any overdue
Installment Payments at the rate applicable to such Installment Payments as if paid in
accordance with their terms; and (B) the reasonable expenses of the Company; and
(ii) either: (A)all other Events of Default by CRC known to the Company have been cured,
so that no such Events of Defaults remain outstanding; or (B) CRC shall have instituted a
plan tor curing such Events of Default that the Company has deemed to be adequate;then
the Company shall rescind and annul its acceleration of payment of the Balance; provided
that no such rescission and annulment shall: (i)extend to or affect any subsequent Event of
Default by CRC;or(ii)impair or exhaust any right or power of the Company as a result of any
subsequent Event of Default by CRC.
Section 7.3 Additional 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; provided that, notwithstanding any other term or condition of this
Agreement:(i)CRC shall have no right to: (A)terminate this Agreement until:(1)the Contract
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Amount has been paid in full; or(2) there has been a full discharge pursuant to Section 8.1;
or(B)discontinue or suspend payment,or reduce the amount,of any Installment Payments;
and (ii) Company shall not be granted or deemed to be granted the right to: (A) seek a
forfeiture of this Agreement;(B)for eclose this Agreement:or(C)otherwise seek in any action
at law or in equity to obtain title to, or any lien or interest in title to, the Conveyance Property;
all such rights and remedies being waived. The rights and remedies available to the
non-defaulting party shall include, without !imitation, the following:
(i) if the defaulting party has failed to perform any of its obligations
under this Agreement, 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 Agreement(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) by mandamus,or other action,proceeding,or suit at law or in equity
lo: (A) enforce its rights against the defaulting party; and (B) compel the
defaulting party to perform and carry out its duties under the Act and/or this
Agreement, as applicable_
(b) 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. 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 Conveyance Property,
Section 7.4 Application of Funds. If payment of the Balance is accelerated,then all amounts received
thereafter as a result of the exercise of any of the rights or remedies set forth in Section 7.3 shall be applied
in the following order: (a) first, without preference or priority (and in the event of any insufficiency of such
amounts, ratably,without any discrimination or preference), to the payment of the fees, costs, and expenses
of the Company,if any(including.without limitation,reasonable compensation to its accountants and counsel);
and(b)second,to the payment of the Balance,with interest on any overdue Installment Payments at the rate
applicable to such Installment Payments as if paid in adcordance with their terms.
Section 7.5 No Waiver. Neither: (a) a waiver by either party of an Event of Default; nor(b)an exercise
by either party of any right or remedy with respect to an Event of Default; shall be deemed either to:
(a) constitute a waiver of any subsequent Event of Default; (b) release or relieve the other party from
performing any of its obligations under this Agreement;or(c)constitute an amendment or modification of this
Agreement. If the Company accepts Installment Payments during the continuance of an Event of Default by
CRC,then such acceptance shall not be construed as a waiver of: (a) such Event of Default; or(b) any right
or remedy of the Company with respect to such Event of Default
Section 7.6 Remedies Not Exclusive. The rights and remedies hereunder are cumulative,and, except
as limited by Subsection 7.3(a), no: {a) 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(b)failure to exercise any right or remedy shall
operate to prevent the subsequent exercise of such right or remedy.
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ARTICLE VIII - DISCHARGE OF OBLIGATIONS
Section 8.1 Discharge of Obligations.
(a) When: (i) all or any portion of the Installment Payments have become due and
payable in accordance with this Agreement;or(ii)a written notice of CRC to prepay all or any
portion of the Installment Payments has been filed with Company; and
(b) there has been: (i) deposited into trust for the benefit of the Company or its assigns
at or prior to the Installment Payment Dates or date(or dates)specified for prepayment; and
(ii) irrevocably appropriated and set aside to the payment of all or any portion of the
Installment Payments; sufficient: (i) funds; and (ii) non-callable Permitted Investments, the
principal of,and interest on which,when due,will provide funds sufficient to pay the Balance
on the applicable Installment Payment Dates or prepayment dates, as the case may be;
then, and in that even!, the right, title, and interest of the Company herein, and the obligations of CRC
hereunder, with respect to the Installment Payments (or the applicable portion thereof) that have been
provided for pursuant to this Section, shall cease,terminate, become void,and be completely discharged and
satisfied;other than the obligation of the trustee and CRC to have such funds and such Permitted Investments
applied to the payment of such Installment Payments_.
Section 8.2 Evidence of Discharge. To the extent requested by CRC,Company agrees to execute and
deliver to CRC: (a) a quitclaim deed, and/or (b) such other affidavit or instrument as reasonably may be
requested by CRC to evidence the satisfaction and termination of this Agreement in the event of a total
discharge and satisfaction.
Section 8_3 Company Conveyance. On the Conveyance Property Closing Date,Company shall transfer
to CRC fee simple title to the Conveyance Property in accordance with the terms and conditions of the
Transaction Agreement(including, without limitation, that the deed shall be subject to the requirement that,
subsequent tothe Conveyance Property Closing Date,CRC and Company shall execute an instrument setting
forth the Parking Management Standards). The transfer of fee simple title of the Conveyance Property to CRC
on the Conveyance Property Closing Date shall: (a)not result in a mercer of this Agreement into the deed by
which CRC receives.title to the Conveyance Property, so that this Agreement, and all of the rights of the
parties hereunder,shall remain in full force and effect;and(b)haveno effect on the obligation of CRC to make
the Installment Payments pursuant to the terms and conditions of this Agreement(stated alternatively,it shall
not accelerate payment of the Contract Amount or decrease the period within which Installment Payments are
made).
ARTICLE IX - MISCELLANEOUS
Section 9.1 No Debt. The obligations of CRC under this Agreement: (a) do not constitute a corporate
obligation or indebtedness of the City; but (b) are an obligation of CRC, payable solely as provided in
Article IV.
Section 9.2 No Third Party Beneficiary. Nothing contained herein, expressed or implied, is intended
to give to any person other than CRC or the Company any right, remedy, or claim under or pursuant to this
Agreement, and any agreement or covenant required herein to be performed by or on behalf of CRC or the
Company shall be for the sole and exclusive benefit of CRC and/or the Company, as applicable.
Section 9.3 Assignment and Successors. Except for assignments under the Assignment Agreement.
the Company shalt not assign this Agreement, or any of its rights hereunder,without the prior written consent
of CRC. Subject to the foregoing limitation on assignment,whenever either CRC or the Company is named
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or referred to in this Agreement, such reference shall be deemed to include the successor to the powers,
duties, and functions that presently are vested in CRC or the Company, and all agreements and covenants
required hereby to be performed by or on behalf of CRC or the Company shall bind and inure to the benefit
of the respective successors thereof, whether so expressed or not. CRC hereby: (a) acknowledges and
agrees that this Agreement, and its obligations hereunder,will be assigned by the Company to the assignee
under the Assignment Agreement: and(b)approves the terms and conditions of the Assignment Agreement.
Section 9.4 No Personal Liability. No commissioner,officer, or employee of CRC shalt be individually
or personally liable for the payment of the Installment Payments.
Section 9.5 Construction. This Agreement shall be construed in accordance with the laws of the State
of Indiana . The captions of this Agreement are for convenience only, and do not in any way limit or alter the
terms and conditions of this Agreement. All exhibits referenced in this Agreement are attached hereto and
incorporated herein by reference. T his Agreement may be executed in counterparts, each of which shall
constitute an original, and all of which shall constitute but one and the same instrument.
Section 9.6 Partial Invalidity. The invalidity or dnenforcea bility of any term orcondition of this Agreement
shall not affect the other terms and conditions,and this Agreement shall be construed in all respects as if such
invalid or unenforceable term or condition had not been contained herein.
Section 9.7 Net Contract. This Agreement shall be deemed and construed to be a net contract,and CRC
shall pay absolutely net during the term hereof the Installment Payments and all other payments required
hereunder, free of any deductions and without abatement, diminution, or set-off.
Section 9.8 Notice. Any notice required or permitted to be given by either party to this Agreement shall
be in writing,and shall be deemed to have been given when: (a)delivered in person to the other party;(b)sent
by facsimile or email, with electronic confirmation of receipt;or(c)sent by national overnight delivery service,
with confirmation of receipt,addressed as follows: to CRC at 30 West Main Street, Suite 220, Carmel, Indiana
46032, Facsimile: 317-844-3408, email: lolds,@carrnel.in_gov, Attn: Les Olds, with a copy to: Karl P. Haas,
Esq., Wallack Scmers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204,
Facsimile: 317-231-9900, email: kph@wshlaw.com and to the Company at 770 3' Avenue Southwest,
Carmel, Indiana 46032, Facsimile 317-587-0340,email: rbrown(noedcor.net,Attn: Ron Brown. Either party
may change its address for notice from time to time by delivering notice to the other party as provided above.
Section 9.9 Amendments. This Agreement, and the rights and obligations of the Company and CRC,
may be modified or amended at any time by a written amendment executed and delivered by CRC and the
Company.
Section 9.10 Code- This Agreement is intended to be a contract for the purchase of property authorized
by Indiana Code §§36-7-14-12.2 and 36-7-14-19. If and to the extent this Agreement is not such a contract,
then this Agreement shall be deemed to:(a)include such terms not otherwise included;and(b)exclude such
terms not otherwise excluded; as is necessary to cause this Agreement to be such a contract.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION, for
and on behalf of the Redevelopment
Distric
By: A :lid-,Q'
William Hammer, Pr-sident
VILLAGE FINANCIAL, LEO
By: Rieiditt-cr
Dolores M.Krohne,Senior Vice-President
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•
EXHIBIT A
Installment Payments
Subject to CRC's right of prepayment, as set forth in Article VI. CRC shall make payments to the Company
on the dates set forth in this Exhibit. The amounts specified in Column B constitute the portion of an
Installment Payment that is the "Amount Attributable to Principal", and the date on which an Installment
Payment is due is an "Installment Payment Date". U.Aa
A. Installment Payment Date B. Amount Attributable to Principal
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Exhibit A
Projected Principal Paydown based on TIF Revenue
Subordinated Bonds -$1,000,000
Assumed cRate: 1� 3.5%
��
Date Prir,[p;l
1/15/2012 5 -
7/15/2012 $ -
1/15/2013 5 -
7/15/2013 $ -
1/15/2014 $ -
7/15/2014 $ -
1/15/2015 $ -
7/15/2015 $ -
1/15/2016 $ -
7/15/2016 $ -
1/15/2017 $ -
7/15/2017 $ -
1/15/701.8 5 -
7/15/2018 $ -
1/15/2019 $ 23,578
7/15/2019 $ 23,991
1/25/2020 $ 24,411
7/15/2020 $ 24,838
1/15/7021 $ 25,272
7/15/2021 $ 25,715
1/15/2022 $ 26,165
7/15/2022 $ 26,623
1/15/2023 $ 27,038
7/15/2023 $ 27,563
1/15/2024 $ 28,045
7/15/2024 5 28,536
1/15/2025 $ 29,035
7/15/2025 $ 29,543
1/15/2026 $ 30,060
7/15/2026 $ 30,586
1/15/2027 $ 31,121
7/15;2027 5 31,666
1/15/2028 $ 32,220
7/15/2028 $ 32,784
1/1512029 $ 33,358
7/15/2929 $ 33,942
1/15/2030 $ 34,536
7/15/2030 5 35,140
1/15/2031 $ 35,755
7/15/2031 $ 36,381
1/15/2032 5 37,017
7/15/2032 $ 37,655
1/15/2033 5 38,324
7/15/2033 5 38,995
1/15/2034 $ 39,677
7/15/2034 $ 40,372
$ 1,000,000
•
•
EXHIBIT B
Parcel Delineations
(Parcel 2, Parcel2(Olfice)/(Residential), Parcel 4, Parcel 5, Phase 1 Site, Parcel 11, Parcel 12)
•
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EXHIBIT C-1
Garage Level Overall and Ramp to CRC
A pan of the Northeast Quarter of Section 36, Thvatship 18 North; Range 3 East of the
Second Principal Meridian, Clay Township, I familial) County, Indiana,being further
defined from elevation 848.00 (bottom of structural slab) and below(NGV.D 1929) more
particularly described as follows: •
Commencing at the Northeast Corner of the Northeast Quarter of said Section 36,
Township 18 North, Range 3 East;thence South 00.degrees 13 minutes 54 seconds East
(Basis of Bearings assumed from the Quitclaim Deed granted to Pedeor Office,LLC
("Grantor") (recorded as Instrument Number 200500045693 in the Office of the Recorder
of Hamilton County, Indiana) 271.96 feet along the East Line of said Northeast Quarter;
thence South 89 degrees 59 minutes 31 seconds West 104.66 feet to the northeastern
corner of the garage level exterior walls of an existing seven story building and the
POINT OF BEGINNING of this description (the following ninety (90) courses are along
the perimeter of said garage level exterior walls); (one) thence South 00 degrees 00
minutes 29 seconds East 80.17 feet; (two) thence North 89 degrees 59 minutes 31
seconds East 39.50 feet; (three)thence South 00 degrees 00 minutes 29 seconds East
16.01 feet; (four) thence North 89 degrees 59 minutes 3t seconds East 0.62 feet;(five)
thence South 00 degrees 00 minutes 29 seconds East 12.28 feet; (six) thence North 89
degrees 59 minutes 31 seconds East 0.83 feet; (seven) thence South 00 degrees 00
minutes 29 seconds East 4.67 feet; (cighl)thence South 89 degrees 59 minutes 31
seconds West 0,33 feet; (nine)thence South 00.degrees 00 minutes 29 seconds East 1.87
feet; (ten) thence South 89 degrees 59 minutes 31 seconds West 0.96 feet; (cloven) thence
South 00 degrees OD minutes 29 seconds East 23.33 feet; (twelve) thence North 89
degrees 59 minutes 31 seconds East 0.96 feet;(thirteen) thence South 00 degrees 00
minutes 29 seconds East 6.67 feet; (fourteen) thence South 89 degrees 59 minutes 31
seconds West 0.96 feet; (fifteen) thence South 00 degrees 00 minutes 29 seconds East
23.33 feet;(sixteen) thence North 89 degrees 59 minutes 3.1 seconds East 0.96 feet;
(seventeen) thence South 00 degrees 00 minutes 29 seconds East 1.87 feet; (eighteen)
thence North 89 degrees 59 minutes 31 seconds East 1.00 feet; (nineteen) thence South
00 degrees 00 minutes 29 seconds East 4.67 feet; (twenty) thence South 89 degrees 59
minutes 31 seconds West 1.96 feet; (twenty-one) thence South 00 degrees 00 minutes 29
seconds East 8.10 feet; (twenty-two)thence South 84 degrees 59 minutes 31 seconds
West 3.34 feet; (twenty-three)thence South 00 degrees 00 minutes 29 seconds East 6.79
feet; (twenty-four) thence South 85 degrees 00 minutes 29 seconds East 3.34 feet:
Donald R Masson Page 2 1 7/5201 I
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(twenty-five) thence South 00 degrees 00 minutes 29 seconds East 8.10 feet; (twenty-six)
thence North 89 degrees 59 minutes 31 seconds East 1.96 feet; (twenty-seven) thence
South 00 degrees 00 minutes 29 seconds East 4.67 feet; (twenty-eight) thence South 89
degrees 59 minutes 31 seconds West 1.30 feet;(twenty-nine) thence South 00 degrees 00
minutes 29 seconds East 0.36 feet; (thirty) thence South 89 degrees 59 minutes 31
seconds West 3.65 feet; (thirty-one) thence North 00 degrees 00 minutes 29 seconds •
West 0.36 feet; (thirty-two) thence South 89 degrees 59 minutes 31 seconds West 13.63
feet; (thirty-three)thence South 00 degrees 00 minutes 29 seconds East 28.46 feet;
(thirty-four) thence South 89 degrees 59 minutes 31 seconds West 0.09 feet; (thirty-five)
thence South 00 degrees 00 minutes 29 seconds East 1.58 feet; (thirty-six) thence South
89 degrees 59 minutes 31 seconds West 0.92 feet; (thirty-seven) thence South 00 degrees
00 minutes 29 seconds East 3.71 feet; (thirty-eight) thence South 89 degrees 59 minutes
31 seconds West 0.18 feet; (thirty-nine) thence South 00 degrees 00 minutes 29 seconds
East 19.00 feet; (forty)thence North 89 degrees 59 minutes 31 seconds East 0.18 feet_
(forty-one) thence South 00 degrees 00 minutes 29 seconds East 3.33 feet; (forty-two)
thence North 89 degrees 59 minutes 31 seconds East 1.62 feet; (forty-three) thence South
00 degrees 00 minutes 29 seconds East 4.91 Feet; (forty-four)thence South 89 degrees 59
minutes 31 seconds West 1.48 feet; (forty-five) thence South 00 degrees 00 minutes 29
seconds East 25.09 feet; (forty-six) thence North 89 degrees 59 minutes 31 seconds East
1.48 feet; (forty-seven) thence South 00 degrees 00 minutes 29 seconds East 4.91 feet;
(forty-eight) thence South 89 degrees 59 minutes 31 seconds West 1.60 feet; (forty-nine)
thence South 00 degrees 00 minutes 29 seconds East 22.71 Feet; (fifty) thence North 89
degrees 59 minutes 3I seconds East 1.44 feet; (fifty-one)thence South 0.0 degrees 00
minutes 29 seconds East 3.33 feet;(fifty-two)thence South 89 degrees 59 minutes 31
seconds West 1.33 feet; (fifty-three) thence South 00 degrees 00-minutes 29 seconds East
0.59 feet; (fifty-four) thence South 89 degrees 59 minutes 31 seconds West 21.66 feet;
(fifty-five)thence South 00 degrees 00 minutes 29 seconds East 9.77 feet; (fifty-six)
thence South 89 degrees 59 minutes 31 seconds West 6.72 feet;(fifty-seven) thence
South 00 degrees 00 minutes 29 seconds East 6.99 feet;(fifty-eight) thence North 89
degrees 59 minutes 31 seconds East 4.44 feet; (fifty-nine) thence South 00 degrees 00
minutes 29 seconds East 9.48 feet; (sixty) thence North 89 degrees 59 minutes 31
seconds East 2.09 feet; (sixty-one)thence South 00 degrees 00 minutes 29 seconds East
3.82 feet; (sixty-two) thence North 89 degrees 59 minutes 31 seconds East 7.22 feet;
(sixty-three) thence South 00 degrees 00 minutes 29 seconds East 0.47 feet; (sixty-four)
thence North 89 degrees 59 minutes 31 seconds East 2.91 feet; (sixty-five) thence South
00 degrees 00 minutes 29 seconds East 0.94 feet; (sixty-six)thence South 89 degrees 59
minutes 31 seconds West 0.28 feet; (sixty-seven)thence South 00 degrees 00 minutes 29
seconds East 11.61 feet; (sixty-eight)thence North 89 degrees 59 minutes 31 seconds
East 0.27 feet; (sixty-nine) thence South 00 degrees 00 minutes 29 seconds.East 3.16 feet;
Donald R.Musson Page 3 1315;:51;I
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(seventy) thence South 89 degrees 59 minutes 31 seconds West 8.44 feet; (seventy-one)
thence South 00 degrees 00 minutes 29 seconds East 75.95 feet; (seventy-two)thence
South 89 degrees 59 minutes 31 seconds West 124.83 feet; (seventy-three) thence North
00 degrees 00 minutes 29 seconds West 29.95 feet; (seventy-four) thence South 89
degrees 59 minutes 31 seconds West 157.33 feet; (severity-five) thence North 00 degrees
00 minutes 29 seconds West 89.76 feet; (seventy-six) thence North 89 degrees 59
minutes 31 seconds Fast 1733 feet; (seventy-seven) thence North 00 degrees 00 minutes
29 seconds West 122.07 feet; (seventy-eight) thence South 89 degrees 59 minutes 31
seconds West 20.08 feet; (seventy-nine) thence South 00degrees 00 minutes 29 seconds
East 2.07 feet; (eighty) thence South 89 degrees 59 minutes Si seconds West 20.17 feet;
(eighty-one) thence North 00 degrees 00 minutes 29 seconds West 14.83 feet; (eighty-
two) thence North 89 degrees 59 minutes 31 seconds East 3.25 feet.; (eighty-three) thence
North 00 degrees 00 minutes 29 seconds West 15.75 feet; (eighty-four) thence South 89.
degrees 59 minutes 31 seconds West 63.00 feet; (eighty-five)thence North 00 degrees 00
minutes 29 seconds West 152.83 feet; (eighty-six)thence North 89 degrees 59 minutes 31
seconds East 79.50 feet; (eighty-seven)thence North 00 degrees 00 minutes 29 seconds
West 10.00 feet; (eighty-eight)thence North 89 degrees 59 minutes 31 seconds East
63.67 feet; (eighty-nine) thence South 00 degrees 00 minutes 29 seconds East 10.17 feet:
(ninety)thence North 89 degrees 59 minutes 31 seconds East 219.67 feet to the POINT
OF BEGINNING, containing 139,038.5square feet (3.192 acres), more or less.
A LSO:
A part of the Northeast Quarter of Section 36,Township 18 North, Range 3 East of the
Second Principal Meridian, Clay Township, Hamilton County, Indiana more particularly
described as follows:
Commencing at the Northeast Corner of the Northeast Quarter of said Section 36.
Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East
(Basis of Bearings assumed from the Quitclaim Deed granted to Pedcor Office, LLC
("Grantor") (recorded as Instrument Number 200500045693 in the Office of the Recorder
of Hamilton County, Indiana) 633.63 feet along the East Line of said Northeast Quarter;
thence South 89 degrees 59 minutes 31 seconds West 72.00 feet to the western right-of-
way line of Range Line Road and the POINT OF BEGINNING of this description:
thence South 00 degrees 13 minutes 54 seconds East 81.28 feet alone said western right-
of-way line; thence South S9 degrees 59 minutes 31 seconds West 32.39 feet to the
southern terminus of Course Number seventy-one as recited in the foregoing 139,038.5
square foot (3.192 acres) description (the following five courses are along said foregoing
description); (one)thence North 00 degrees 00 minutes 29 seconds West 75.95 feet;(two)
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thence North 89 degrees 59 minutes 31 seconds Fast 8.44 feet; (three)thence North 00
degrees 00 minutes 29 seconds West 3.16 feet;(four) thence South 89 degrees 59 Minutes
31 seconds West 0.27 feet; (five)thence North 00 degrees 00 minutes 29 seconds West
2.17 feet; thence North 89 degrees 59 minutes 31 seconds East 23.91 feet to the POINT
OF BEGINNING,containing 2,575.7 square feet(0.059 acres), more or less
EXCEPT:
A part of the Northeast Quarter of Section 36,Township 18 North, Range 3 East of the
Second Principal Meridian,Clay"township.Hamilton County, Indiana, being further
defined from elevation 831.41 feet (garage floor) to 849.45 (bottom of first floor slab)
(NOVD R29) more particularly described as follows:
Commencing at the Northeast Corner of the Northeast Quarter of said Section 16,
Township 18 North, Range 3. East; thence South 00 degrees 13 minutes 54 seconds East
(Basis of Bearings assumed from the Quitclaim Deed granted to Pedcor Office, LLC
("Grantor") (recorded as Instrument Number 200500045693 in the Office of the-Recorder
of Hamilton County, Indiana)353.46 feet along the East Line of said Northeast Quarter;
thence South 89 degrees 59 minutes 31 seconds West 74.67 feet to the northeastern
corner of the garage floor interior walls of the retail areas known as RAO1 through RA04,
inclusive, and the POINT OF BEGINNING of this description(the following seventy-
two (72) courses arc.along the perimeter of said retail areas); (one) thence South 00
degrees 00 minutes 29 seconds East 28.73 feet; (two)thence North 89 degrees 59 minutes
31 seconds East 4.65 feet; (three) thence South 00 degrees 00 minutes 29 seconds East
91.11 feet; (four)thence South 89 degrees 59 minutes 31 seconds West 14.79 feet; (live)
thence South 00 degrees 00 minutes 29 seconds East 29.33 feet; (six) thence South 89
degrees 59 minutes 31 seconds West 0.33 feet; (seven) thence North 00 degrees 00
minutes 29 seconds West 0.33 feet; (eight) thence South 89'degrees 59 minutes 31
seconds West 2.67 feet; (nine) thence South 00 degrees 00 minutes 29 seconds East 2.67
Feet; (ten)thence South 89 degrees 59 minutes 31 seconds West 0.21 feet; (eleven) thence
South 00 degrees 00 minutes 29 seconds East 86.70 feet; (twelve) thence South 89
degrees 59 minutes 31 seconds West 17.51 feet; (thirteen)thence South 00 degrees 00
minutes 29 seconds East 0.64 feet; (fourteen)thence South 89 degrees 59 minutes 31
seconds West 2.28 feet; (fifteen) thence South 00 degrees 00 minutes 29 seconds East
2.67 feet; (sixteen)thence North 89 degrees 59 minutes 31 seconds East 2.28 feet;
(seventeen) thence South 00 degrees 00 minutes 29 seconds East 6.42 feet; (eighteen)
thence South 89 degrees 59 minutes 31 seconds West 6.72 feet; (nineteen) thence South
00 degrees 00 minutes 29 seconds East 8.48 feet; (twenty)thence South 89 degrees 59
minutes 31 seconds West 4.09 feet; (twenty-one) thence South 00 degrees 00 minutes 29
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seconds East 8.50 feet;(twenty-two)thence South 89 degrees 59 minutes 31 seconds
west 8.83 feet; (twenty-three) thence North 00 degrees 00 minutes 29 seconds West 6.30
feet;(twenty-four) thence South 89 degrees 59 minutes 31 seconds West 3.99 feet;
(twenty-Live)thence North 00 degrees 00 minutes 29 seconds West 5.67 feet; (twenty-
six) thence South-89 degrees 59 minutes 31 seconds West 18.01 feet; (twenty-seven)
thence:North 00 degrees 00 minutes 29 seconds West 11.43 feet; (twenty-eight)thence
North 89 degrees 59 minutes 31 seconds East 2.03 feet;(twenty-nine) thence North 00
degrees 00 minutes 29 seconds West 2.03 feet; (thirty) thence North 89 degrees 59
minutes 31 seconds East 7,80 feet; (thirty-one)thence North 00 degrees 00 minutes 29
seconds West 1.20 feet; (thirty-two) thence North 89 degrees 59 minutes 31 seconds East
6.00 feet; (thirty-three) thence North 00 degrees 00 minutes 29 seconds West 10.04 feet:
(thirty-four)thence South 89 degrees 59 minutes 31 seconds West 6.00 feet; (thine-live)
thence North 00 degrees 00 minutes 29 seconds West 12.64 feet; (thirty-six) thence South
89 degrees 59 minutes 31 seconds West 17.97 feet; (thirty-seven)thence North 00
degrees 00 minutes 29 seconds West 48.27 feet; (thirty-eight) thence North 89 degrees 59
minutes 31 seconds East 16.57 feet; (thirty-nine) thence North 00 degrees 00 minutes 29
seconds West 7.46 feet; (forty)thence South 89 degrees 59 minutes 31 seconds West
16.54 feet; (forty-one) thence North 00 degrees 00 minutes 29 seconds West 10.39 feet;
(forty-two)thence North 89 degrees 59 minutes 31 seconds East 27.47 feet; (forty-three)
thence South 00 degrees 00 minutes 29 seconds East 2.03 feet; (forty-four) thence North
89 degrees 59 minutes 31 seconds East 20.64 feet; (forty-five)thence North (10 degrees
00 minutes 29 seconds West 30.64 feet; (forty-six)thence South 89 degrees 59 minutes
31 seconds West 47.27 feet;(forty-seven) thence North 00 degrees 00 minutes 29
seconds West 31.35 feet; (forty-eight) thence North 89 degrees 59 minutes 31 seconds
East 8.67 feet; (forty-nine) thence South 00 degrees 00 minutes 29 seconds East 17.55
feet; (fifty) thence North 89 degrees 59 minutes 31 seconds East 7.31 feet; (fifty-one)
thence South 00 degrees 00 minutes 29 seconds East 3.92 feet; (fifty-two) thence North
89 degrees 59 minutes 31 seconds East 8.77 feet; (fifty-three)thence North 00 degrees 00
minutes 29 seconds West 41.78 feet; (fifty-four) thence South 89 degrees 59 minutes 31
seconds West 3.31 feet; (fifty-five) thence North 00 degrees 00 minutes 29 seconds West
13.92 feet; (fifty-six) thence South 89 degrees 59 minutes 31 seconds West 6,57 feet;
(filly-seven)thence North 00 degrees 00 minutes 29 seconds West 12.52 feet; (fifty-
eight)thence North 89 degrees 59 minutes 31 seconds East 13.38 feet: (fifty-nine) thence
North 00 degrees 00 minutes 29 seconds West 11.26 feet; (sixty) thence North 89 degrees
59 minutes 31 seconds East 1.06 feet; (sixty-one) thence North 00 degrees 00 minutes 29
seconds West 2.03 fee:; (sixty-two)thence North 89 degrees 59 minutes 31 seconds East
17.33 feet; (shay-three) thence South 00 degrees 00 minutes 29 seconds East 2.03 feet;
(sixty-four)thence North 89 degrees 59 minutes 31 seconds East 2.67 feet: (sixty-five)
thence North 00 degrees 00 minutes 29 seconds West 30.00 feet; (sixty-six) thence North
Donald R.Mosson Page 6 12/512t11 I
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89 degrees 59 minutes 31 seconds East 0.17 feet; (sixty-seven) thence North 00 degrees
00 minutes 29 seconds West 1.50 feet; (sixty-eight)thence North 89 degrees 59 minutes
31 seconds East 17.33 feet; (sixty-nine.) thence South 00 degrees 00 minutes 29 seconds
East 1.33 feet; (seventy) thence North 89 degrees 59 minutes 33 seconds East 2.33 feet;
(seventy-one) thence North 00 degrees 00 minutes 29 seconds West 1.33 feet; (seventy-
two) thence North 89 degrees 59 minutes 31 seconds East 10.65 feet to the POINT OF
BEGINNING, containing 13,589.0 square feet, more or less.
ALSO EXCEPT:
A part of the Northeast Quarter of Section 36, Township 18 North, Range 3 Bast of the
Second Principal Meridian, Clay Township, Hamilton County. Indiana, being further
defined from elevation 831.41 feet(garage floor) to 850.02 (first floor slab) (NGVI)
1929),more particularly described as follows:
Commencing at the Northeast Corner of the Northeast Quarter of said Section 36,
Township 18 North, Range 3 East; thence South 00 degrees 13 minutes 54 seconds East
(Basis of Bearings assumed from the Quitclaim Deed granted to Pedcor Office, LEG
("Grantor") (recorded as Instrument Number 200500045693 in the Office of the Recorder
of Hamilton County, Indiana) 510.70 feet along the East Line of said Northeast Quarter;
thence South 89 degrees 59 minutes 31 seconds West 227.31 feet to the northeastern
corner of the exterior masonry garage level enclosure below an existing three-story
masonry building and the POINT OF BEGINNING of this description (the following
sixteen (16) courses are along the exterior perimeter of said masonry garage level); tone
thence South 00 degrees 00 minutes 29 seconds East 15.85 feet; (two) thence Stint 89
degrees 59 minutes 31 seconds West 11.08 feet; (three)thence South 00 degrees 00
minutes 29 seconds East 6.54 feet; (four) thence South 89 degrees 59 minutes.3 I seconds
West 28.17 feet; (five) thence North 00 degrees 00 minutes 29 seconds West 14.64 feet;
(six)thence South 89 degrees 59 minutes 31 seconds West 21.70 feet; (seven) thence
North 00 degrees 00 minutes 29 seconds West 14.30 feet; (eight) thence North 89 dcgrecs
59 minutes 31 seconds East 13.20 feet; (nine) thence North 00 degrees 00 minutes 29
seconds West 1.70 feet;(ten) thence North 89 degrees 59 minutes 31 seconds East 18.94
feet; (eleven)thence South 00 degrees 00 minutes 29 seconds East 1.70 feet: (twelve)
thence North 89 degrees 59 minutes 31 seconds East 10.20 feet; (thirteen) thence South
00 degrees 00 minutes 29 seconds East 0.17 feet; (fourteen)thence North 89 degrees 59
minutes 31 seconds East 11.14 feet; (fifteen) thence South 00 degrees 00 minutes 29
seconds East 6.37 feet; (sixteen) thence North 89 degrees 59 minutes 31 seconds East
7.48 feet to the POINT OF BEGINNING, containing 1,355.0square feet, more or less.
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