HomeMy WebLinkAboutNASH BUILDING D - Cross Reference - Parking Agreement - 7/18/2013 Cross-Reference
The deed conveying title to the grantor is recorded as Instrument number
in the Office of the Hamilton County Recorder.
PARKING AGREEMENT
Nash
This Parking Agreement (Nash) (the "Agreement") is executed this l g day of
1-city 2013, by and between The City of Carmel Redevelopment Commission("CRC")and CCC
Nash, LW (the "CCC Nash").
1. Definitions.
Access Ways shall mean the Vehicular Access Ways and/or the Pedestrian Access Ways, as applicable.
Adjacent Pedestrian Walkways shall mean the sidewalks and/or access ways adjacent to the First
Component Site.
Adjacent Streets shall mean the public streets or other access ways adjacent to the First Component Site.
Conveyance Instrument shall mean any agreement or instrument that conveys, transfers, grants, creates,
assigns, or mortgages any interest in all or any portion of the First Component Site(including the Garage and
the Nash Building).
Easements shall mean the easements granted pursuant to Section 2.
First Component Site shall mean that certain real estate owned by CCC Nash and delineated as the"First
Component Site"on Exhibit A-1, as more particularly described on Exhibit A-2. The First Component Site is
the "First Component Site" under the Project Agreement.
Garage shall mean the underground parking facility to be constructed on the First Component Site pursuant
to the Project Agreement, together with garage entrances and exits, ramps and drives, elevator lobbies, and
related facilities. The Garage is: (a) the "Garage" under the Project Agreement; and (b) in the location
generally depicted on the Site Plan.
Garage Parking Spaces shall mean the parking spaces located in the Garage.
Nash Building shall mean a multi-story building and related facilities to be constructed on the First
Component Site, which building will house retail facilities, dining options, offices, and/or residential facilities.
The Nash Building is: (a) the "Nash Building" under the Project Agreement; and (b) in the location generally
depicted on the Site Plan.
Parking Facilities shall mean the Access Ways, the Garage(including the Garage Parking Spaces), and the
Surface Parking Spaces.
Parking Spaces shall mean the Garage Parking Spaces and the Surface Parking Spaces.
Pedestrian Access Ways shall mean the pedestrian access ways over,across, and through: (a)the Garage;
(b) the portions of the Building through which access is provided to and from the Garage from and to the
sidewalks and/or walkways from time to time located on the First Component Site; and (c) the sidewalks
and/or walkways from time to time located on the First Component Site.
Permitted Users shall mean members of the general public visiting the retail, restaurant,and/or performance
venues located on the real estate commonly known as "Parcel 5" and/or"Parcel 7".
Project Agreement shall mean that certain Project Agreement(First Component)(As Amended)executed
by and between CRC, Carmel City Center, LLC, and CCC Nash and dated December 27, 2012.
Public Parking Spaces shall mean,at any given time, no fewer than 20 Parking Spaces,the location of which
shall be determined by CCC Nash.
Site Plan shall mean the site plan attached hereto as Exhibit B.
Surface Parking Spaces shall mean the parking spaces from time to time located on the surface parking
area of the First Component Site. The Surface Parking Spaces are anticipated to be in the location generally
depicted on the Site Plan.
Vehicular Access Ways shall mean the vehicular: (a) access ways over, across, and through the First
Component Site to and from the Public Parking Spaces from and to the streets or other access ways adjacent
to the First Component Site; and (b)entrances to and exits from the Garage(including,without limitation, any
access ramps).
2. Easement Grant. Subject to the terms and conditions of this Agreement, and to matters of record
to which CCC Nash's title to the First Component Site is subject, CCC Nash hereby grants to CRC the
following permanent, non-exclusive easements:
(a) Vehicular Access. Easements, for the benefit of the Permitted Users, for vehicular
access, ingress, and egress on, over, across, and through:
(i) the Vehicular Access Ways and the Garage from and to the
Adjacent Streets to and from the Public Parking Spaces that are Garage
Parking Spaces; and
(ii) the Vehicular Access Ways from and to the Adjacent Streets to and
from the Public Parking Spaces that are Surface Parking Spaces.
(b) Parking. Easements, for the benefit of the Permitted Users, for the purposes of
parking vehicles in the Public Parking Spaces on a first-come, first-served basis.
(c) Pedestrian Access. Easements, for the benefit of the Permitted Users, for
pedestrian access, ingress,and egress on,over,across,and through the Pedestrian Access
Ways to and from the Public Parking Spaces from and to the Adjacent Pedestrian Walkways.
3. Nature and Effect.
(a) Purpose. The Easements are granted for the purposes set forth in Section 2, and
for no other purpose whatsoever.
(b) Binding Effect. The Easements are granted for the benefit of CRC, and the
obligations imposed by this Agreement with respect to the Easements shall run with the First
Component Site. Accordingly, this Agreement shall bind. and shall inure to the benefit of:
(i) CCC Nash and its successors and assigns, as the owners of the First Component Site;
and (ii) CRC and its successors and assigns. No member of the public or any party other
than CRC shall: (i) be deemed to be a third party beneficiary of this Agreement; or(ii) have
any right to make a claim against CCC Nash under this Agreement or with respect to the
Easements.
(c) Conveyance. Each Conveyance Instrument shall be deemed: (i) (unless the
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Conveyance Instrument expressly states otherwise) to assign, as an appurtenance to the
interest in any portion of the First Component Site (including the Garage and the Nash
Building),the right to the use and benefit of the applicable Easements, regardless of whether
the Conveyance Instrument expressly assigns such appurtenance and right; and (ii) to
impose, as an encumbrance upon such interest, the burden and restriction of the applicable
Easements, regardless of whether the Conveyance Instrument expressly imposes such
encumbrance and restriction.
4. Signage. CCC Nash shall reasonable signage: (a) identifying the Public Parking Spaces; and
(b) directing Permitted Users to the Public Parking Spaces. CCC Nash may post such signage as it deems
to be necessary or appropriate prohibiting parking by the general public in Parking Spaces that are not Public
Parking Spaces; provided that: (a)CCC Nash shall take such actions as it reasonably deems to be necessary
or appropriate to enforce such prohibition; and (b) CRC shall have no obligation to enforce such prohibition.
5. Maintenance. CCC Nash, at its cost and expense, shall: (a) perform all routine maintenance of the
Access Ways, the Garage, and the Public Parking Spaces; and (b)take such other actions as are necessary
to maintain the Access Ways, the Garage, and the Public Parking Spaces: (i) in good, safe, and clean
condition and repair; and (ii) so that they remain suitable for the uses permitted by this Agreement.
6. Insurance.
(a) CCC Nash. CCC Nash shall maintain, at its cost and expense, a policy of casualty
insurance covering the Garage and the Nash Building, which policy shall provide coverage
on a full replacement cost basis.
(b) CRC CRC shall maintain, at its cost and expense, a policy of liability insurance with
respect to the use by the Permitted Users of the Access Ways, the Garage, and the Public
Parking Spaces, which policy shall: (i) provide coverage consistent with (or in excess of)the
coverages that CRC maintains in connection with public parking in garages similar to the
Garage; and (ii) name CCC Nash as an additional insured.
(c) Subrogation Waiver. Each of CCC Nash and CRC waive and release any and all
rights of recovery that either may have against the other for any loss or damage,to the extent
that such loss or damage is or would be covered by any insurance required to be maintained
under this Agreement. Each policy of insurance required under this Section shall contain an
endorsement to such effect,waiving the insurer's right of subrogation against the other party.
7. Reserved Rights. CCC Nash reserves the right to use the Parking Facilities for any purpose that
does not interfere materially with the rights granted under this Agreement.
8. Miscellaneous. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Indiana. The invalidity or unenforceability of any term or condition of this Agreement shall not
affect the validity and enforceability of any other term or condition. Each of the undersigned certifies that:
(a) he or she is a duly authorized representative of CRC or CCC Nash, as the case may be; (b) he or she has
been fully authorized and empowered to execute and deliver this Agreement; and (c)CRC or CCC Nash, as
the case may be, has full capacity to assume and agree to perform all of the obligations to be performed by
the terms of this Agreement. This Agreement may be executed in separate counterparts, each of which when
so executed shall be an original, but all of which together shall constitute but one and the same instrument.
The exhibits referenced in this Agreement are attached hereto and incorporated herein by reference.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
THE CITY OF CARMEL
REDEV Lt+P. ENT C.M. ISSION
By:_ L . �:.+% :tea .A/
William ammer, P -s 11.! t
STATE OF INDIANA
04/ ).1
) SS:
COUNTY OF I )
Before me, a Notary Public in and for the State of Indiana, personally appeared William
Hammer,the President of The City of Carmel Redevelopment Commission,who acknowledged the execution
of the foregoing Parking Agreement (Nash) on behalf of such entity.
WITNESS my hand and Notarial Seal this day of Yc� �y , 2013.
MATTHEW DANE WORTHLEY By: /1
Notary Public-Seal Notary Public
Stale of Indiana �/�
• My Commission Expires Jan 16,2019 Printed Name: /"1'i 190/` to
I am a resident of 140, County, Indiana.
My commission expires 1/lCe rttf
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CCC NASH, LLC QQ
By: �— •71 c
Dolores M. Krohne,Senior Vice-President
STATE OF INDIANA
SS:
COUNTY OF HAMILTON
Before me, a Notary Public in and for the State of Indiana, personally appeared
Dolores M. Krohne, Senior Vice-President of CCC Nash, LLC, who acknowledged the execution of the
foregoing Parking Agreement(Nash) on behalf of such entity.
WITNESS my hand and Notarial Seal this li •day ofr,_L , 2013.
.
... , y.
:Fy ., SHERRI J.LECHNER Notary Public
?.1'NOTPRV'..:" Hamilton County
.,sen My Commission Expires Printed Name:
October 17,2015 -
I am a resident of County, Indiana.
My commission expires IC:). \1.16
Return after recording to: 30 West Main Street, Suite 220, Carmel, Indiana 46032, Attn: Les Olds
This instrument was prepared by Jennifer R. Shoup,Attorney-At-Law,Wallack Somers& Haas, One Indiana
Square, Suite 2300, Indianapolis, Indiana 46204. I affirm, under the penalties for perjury, that I have taken
reasonable care to redact each Social Security number in this document, unless required by law.
Jennifer R. Shoup
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INDEX TO EXHIBITS
Exhibit A Description and Depiction of First Component Site
Exhibit B Site Plan showing general location of Nash Building, Garage, and Surface Parking
Spaces
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Exhibit A
Nash Land Description
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 Carmel City Center,
LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the
Recorder of Hamilton County, Indiana) 821.00 feet along the East Line of said Northeast
Quarter; thence North 90 degrees 00 minutes 00 seconds West 72.00 feet to the western
right-of-way line of Range Line Road and the eastern line of said CCC tract, being the
POINT OF BEGINNING of this description; thence South 00 degrees 13 minutes 54
seconds East 271.80 feet along said western right-of-way line and said eastern line to the
southeastern corner thereof, being the northeastern corner of the 0.501-acre tract granted
to the Cannel Redevelopment Commission ("CRC tract") (recorded as Instrument
Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes
13 seconds West 154.88 feet along the common line of said CCC and CRC tracts; thence
North 00 degrees 00 minutes 00 seconds East 273.95 feet; thence South 90 degrees 00
minutes 00 seconds East 153.76 feet to the POINT OF BEGINNING, containing
42,108.6 square feet (0.967 acres), more or less.
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