CRC/CPA Event Parking Agreement 12-28-10EVENT PARKING AGREEMENT
This Event Parking Agreement, executed this [day of December, 2010, by and between
The City of Carmel Redevelopment Commission ( "CRC "), and Center for Performing Arts, Inc. ( "CPA "),
Witnesses:
Recitals
WHEREAS, CRC has the right to use the Pedcor Office Parking Facilities for the purposes
of providing parking for RPAC Patrons;
WHEREAS, CRC owns the CRC Phase 1 Parking Facilities and, as the owner thereof, has
the rightto use the CRC Phase 1 Parking Facilities for purposes of providing: (a) access to the RPAC Venues;
and /or (h) parking for RPAC Patrons;
WHEREAS, Carmel Theater owns the portion of Parcel 7c on which the Parcel 7c Garage
is located;
WHEREAS, pursuant to the Parcel 7c IPA, CRC has the right to occupy, possess, and use
the Parcel 7c Garage;
WHEREAS, CPA has the right and obligation to manage and operate the RPAC Venues;
WHEREAS, CRC has the right to charge and collect the Parking Revenue;
WHEREAS, CPA seeks to charge and collect the Parking Revenue on behalf of CRC; and
WHEREAS, the parties desire to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC and CPA agree as follows:
1. Definitions.
Annual Accounting shall mean, for a given Season Year, a certified accounting of the Parking Revenue for
such Season Year, including, without limitation, the number of Tickets sold during such Season Year and the
number of Valet Parking Revenue for such Season Year.
Carmel Theater shall mean Carmel Theater Development Company, LLC.
City shall mean the City of Carmel, Indiana.
Commencement Date shall mean January 1, 2011.
CPA shall mean Center for Performing Arts, Inc.
CRC Phase 1 Garage Portion shall mean that portion of the portion of the Phase 1 Garage delineated on
Exhibit A as the "CRC Phase 1 Garage Portion ".
CRC Phase 1 Parking Facilities shall mean the Motorcourt Improvements and the CRC Phase 1 Garage
Portion.
Ending Date shall mean June 30, 2033.
Event shall mean an event or performance held at any RPAC Venue.
Event Parking shall mean parking in the Event Parking Facilities, which parking serves the RPAC Venues
during the Events.
Event Parking Agreement shall mean that certain Event Parking Agreement executed by and between CRC
and CPA.
Event Parking Facilities shall mean the Pedcor Office Parking Facilities, the CRC Phase 1 Parking Facilities,
and the Parcel 7c Garage.
Monthly Accounting shall mean, for a given calendar month, an accounting of the Parking Revenue for such
calendar month, including, without limitation, the number of Tickets sold during such calendar month and the
Valet Parking Revenue for such calendar month.
Motorcourt Improvements shall mean a motorcourtthat: (a) allows convenient pick -up and drop -off of RPAC
Patrons; and (b) includes at least 52 surface parking spaces.
Operations Standard shall mean the standard: (a) determining the manner in which: (i) the Event Parking
and the Valet Parking Services shall be managed and operated; and (ii) the Ticket Surcharge and the Valet
Charge shall be collected; which standard shall be at least as high as the standards for management and
operation by the City of other public facilities and operations within the Carmel City Center, including, without
limitation, the RPAC Venues; and (b) requiring the management and operation of the Event Parking, the Valet
Parking Services, and the collection of the Ticket Surcharge and the Valet Charge: (a) in a manner consistent
with the management and operation of public facilities and operations within the Carmel City Center, including,
without limitation the RPAC Venues; (b) in the interest, and for the benefit, of the people of the City; (c) in such
a manner that promotes: (1) the interests and welfare of, and fosters favorable public relations for, the Carmel
City Center, including, without limitation, the RPAC Venues; and (ii) good relations in dealings with the public.
Overpayment shall mean, with respect to a given Season Year, the amount, if any, by which the Parking
Revenue actually deposited in the Parking Revenue Account with respect to such Season Year exceeds the
actual Parking Revenue for such Season Year, as reflected in the Annual Accounting for such Season Year.
Parcel 7 shall mean that certain real estate delineated on Exhibit 8 as "Parcel 7 ".
Parcel 7c shall mean that portion of Parcel 7 delineated on Exhibit 8 as `Parcel 7c ".
Parcel 7e Garage shall mean the structured parking facility located (or currently under construction) on
Parcel 7c.
Parcel 7c IPA shall mean that certain Installment Purchase Agreement by and between CRC and dated as
of December 1, 2009, pursuant to which CRC is acquiring the Parcel 7c Garage and other portions of
Parcel 7c and the improvements located thereon,
Parking Revenue shall mean:. (a) the Ticket Surcharge; and (b) the Valet Parking Revenue; in each case,
actually received by CPA.
Parking Revenue Account shall mean an account as directed in writing by CRC.
Pedcor Office shalt mean Pedcor Office, LLC.
Pedcor Office Parking Facilities shall mean: (a) the underground parking facilities located on the Pedcor
Office Real Estate; and (b) the surface parking spaces located on the Pedcor Office Real Estate.
ZADocumentstShoup. Jennylcry of Carmel ake City BanIA8MPAC Venues
Parting Revenue\Everc Parking Ag eemo CEvent Parking Agreemenevl.vpd
Pedcor Office Real Estate shall mean that certain real estate located directly across 3fd Avenue Southwest
from Parcel 7, which real estate commonly is known as "Parcel 2 ". The Pedcor Office Real Estate is depicted
on Exhibit C.
Phase 1 shall mean that certain real estate delineated as Phase 1" on Exhibit A. Phase 1 is within that larger
parcel of real estate commonly known as "Parcel 5 ".
Phase 1 Garage shall mean the underground parking facilities located (or currently under construction) on
Phase 1.
Records shall mean books and records with respect to receipt of Parking Revenue, including, without
limitation, the Annual Accounting, the Monthly Accounting, and customary supporting records and receipts.
RPAC Patrons shall mean members of the general public attending events at one or more of the RPAC
Venues.
RPAC Venues shall mean the performing venues located on Parcel 7.
Term shall have the meaning in Section 2.
Season Year shall mean the 12 -month period commencing on July 1 and ending on the following June 30.
Ticket shall mean a ticket to sold to an Event, whether at face value or at a discount.
Ticket Surcharge shall mean a $2.50 surcharge for parking to be added to every Ticket.
Underpayment shall mean, with respect to a given Season Year, the amount, if any, by which the actual
Parking Revenue for such Season Year exceeds the Parking Revenue actually deposited in the Parking
Revenue Account with respect to such Season Year, as reflected in the Annual Accounting for such Season
Year.
Valet Charge shall mean a fee charged to RPAC Patrons utilizing the Valet Parking Services.
Valet Parking Revenue shall mean: (a) all gross revenue, excluding tips, received in connection with the
management and operation of the Valet Parking Services; less (b) amounts actually paid to the party or parties
performing the Valet Parking Services.
Valet Parking Services shall mean valet parking serving the RPAC Patrons during the Events.
2. Term. The 'Term' shall mean the period: (a) commencing on the Commencement Date; and
(b) ending on the Ending Date.
3. General Obligations. Commencing on July 1, 2011, and continuing until the Ending Date, CPA shall:
(a) manage and operate the Event Parking and the Valet Parking Services in
accordance with the Operations Standard;
(b) charge and collect the Ticket Surcharge and the Valet Charge in accordance with
the Operations Standard; provided that the Ticket Surcharge shall not be required with
respect to tickets provided to RPAC Patrons gratis by the City, CRC, or CPA; and
Z \Dowmen6iShoup. Jennf*City of Cam,MLOke City Bankt8M -PAC Venues
Parking RevenuelEvent Partdng AgremenfEveta Parking Agreementvt.mpd
(c) within 15 days after the end of each calendar month, deposit by wire transfer the
Parking Revenue into the Parking Revenue Account.
4. Records. CPA shall:
(a)
prepare and keep a permanent, accurate, full, and complete set of the Records;
(b) keep the Records for at least three years after the expiration of the Season Year to
which they pertain;
(c) within 15 days after the end of each calendar month beginning July 2011, deliver
electronically to CRC the Monthly Accounting for the prior calendar month, with a hard copy
of such Monthly Accounting delivered promptly thereafter;
(d) within 15 days after request by CRC, deliver electronically to CRC the Monthly
Accounting by: (i) RPAC Venue; (ii) Event; and /or (iii) other reasonable basis requested by
CRC; tor any requested calendar month, with a hard copy of such Monthly Accounting
delivered promptly thereafter;
(e) within 90 days after the end of each Season Year, deliver the Annual Accounting for
the prior Season Year; and
(f) within 15 days after request by CRC, deliver electronically to CRC the Annual
Accounting by: (i) RPAC Venue; (ii) Event; and /or (iii) other reasonable basis requested by
CRC; for any requested Season Year, with a hard copy of such Annual Accounting delivered
prom ptly thereafter.
5. Adjustments. In the event of an Underpayment, CPA shall deposit by wire transfer the full amount
of such Underpayment into the Parking Revenue Account concurrently with delivery of the Annual Accounting
reflecting such Underpayment, In the event of an Overpayment, the amount of such Overpayment shall be
credited against the amounts to be deposited by CPA pursuant to Subsection 3(c) until the amount of such
Overpayment is exhausted; provided that, if there is an Overpayment during the final Season Year of the
Term, then CRC shall pay to CPA the full amount of such Overpayment reasonably promptly after delivery
of the Annual Accounting reflecting such Overpayment.
6. 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, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with
confirmation of receipt, addressed as follows, to: (a) CRC at 30 West Main Street, Suite 220, Carmel, Indiana
46032, Facsimile: 317 - 844 -3498, Attn: Les Olds, with a copy to: Karl P. Haas, Esq., W allack Somers & Haas,
PC, One Indiana Square, Suite 1500, Indianapolis, Indiana 46204, Facsimile: 317- 231 -9900; and (b) CPA at
, Facsimile:
Attn: with a copy to
Facsimile: , Attn: . Either party may change its address for notice from
time to time by delivering notice to the other party as provided above.
7. Authority. Each undersigned person executing this Agreement on behalf of CRC and CPA
represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary action
of CRC and CPA, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power,
and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of
this Agreement have been authorized by CRC and CPA, respectively.
8. Applicable Law. The validity, construction, interpretation, and enforcement of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to
Z':Daamens1Shoup. JemyClty or Carnel'Lake City BonMBAWAC Venues
Parldng Revenue \Event Parking Agreernent\Event Parldng Agreernentvl,vgd
principles of conflicts of law. All actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in Hamilton County, Indiana, or the federal courts with venue that
includes Hamilton County, Indiana. The parties waive, to the extent permitted under applicable law: (a) the
right to a trial by jury; and (b) any right to assert the doctrine of 'forum non conveniens" or to object to venue;
in either case to the extent any proceeding is brought in accordance with this Section.
9. Miscellaneous. This Agreement shall inure to the benefit of, and be binding upon, each of CRC and
CPA, and its respective successors and assigns. The captions used in this Agreement are for convenience
only and are not to be construed as defining or limiting the terms and conditions of this Agreement. This
Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and
may be modified, amended, or revised only by a written agreement signed by each of the parties. This
Agreement may be executed in counterparts, each of which shall be an original, but all of which, when taken
together, shall constitute the same agreement.
)Signature page to follow.]
IN WITNESS WHEREOF, CRC and CPA have executed this Agreement as of the date set
forth above.
ZADoeumentsliSMUp, Jaruiytity et Carnier Lake City sank\SM -PAC Venues
Parking RevenuelEvent Parb g AgreemenwEvent Parking AgreemenLVLwpd
THE
DE
CITY OF CARMEL
PMENT COMMISSION
Ronald E. Carter, President
CENTER FOR THE PERFORMING
ARTS, INC.
By:
Printed:
Title:
principles of conflicts of law. All actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in Hamilton County, Indiana, or the federal courts with venue that
includes Hamilton County, Indiana. The parties waive, to the extent permitted under applicable law: (a) the
right to a trial by jury; and (b) any right to assert the doctrine of "forum non conveniens" or to object to venue;
in either case to the extent any proceeding is brought in accordance with this Section.
9. Miscellaneous. This Agreement shall inure to the benefit of, and be binding upon, each of CRC and
CPA, and its respective successors and assigns. The captions used in this Agreement are for convenience
only and are not to be construed as defining or limiting the terms and conditions of this Agreement. This
Agreement constitutes the entire agreement among the parties with respect to the subject matter h "ereof, and
may be modified, amended, or revised only by a written agreement signed by each of the parties. This
Agreement may executed in counterparts, each of which shall be an original, but all of which, when taken
together, shall constitute the same agreement.
[Signature page to follow.]
IN WITNESS WHEREOF, CRC and CPA have executed this Agreement as of the date set
forth above.
ZiDovar,entstSh up, Jennyteity et CanreNake City Bankt8M.PAC Venues
Parldng ReveeuelEvcnt Parking Agreement Event Parking Agreernent.v1.upd
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION
By:
CENTE
A
Ronald E. Carter, President
THE PERFORMING
Prince p� � rick
/�y/ .
Title: " tr 1>!N
INDEX TO EXHIBITS
Exhibit A Delineation of CRC Phase 1 Garage Portion
Exhibit B Delineation of Parcel 7 and Parcel 7c
Exhibit C Pedcor Office Real Estate
Z Docunients\SMoup. Jenny\City of CamreftLake City eank8M.PAC Venues
Parking RevenueEvent Parking AgreementEvent Parking Agreementvl.mpC
w
4t.451.1•3 -
.0.00 duo° ,,,,, .00".0 .1.•••). "Len "10".., • um,
1.6bnivi
win
nal. , / l• 11 "1." 1
:mull
'...11.11111V 04114,111.1.10..2 001,1 • ...i
'Ina, iiiiiii 11.11••■ “IIII, . iiiii se/ ,,,,,
• 0
4/0•11D., ...... 00.411M“
•
rr-A 414;
Ir." 010.0 1 /0/0".0:. 1171,10 GN1L,I,
il114 A.7.4
0.0.0 00 t."."• ..... "It .19•40114•
I leAM
• .-
set 011 .... ••"••■•••• •
..A•neAm...uvs I.
"La • 00 P•401
..."*"" ..... •••■■■■••••
libno/OCISUleD
1-- p oolmfipahk
'
Ufll
"1 Is
7—a2ud.
Y.LIOILird
•
-OD
tt
V•PU••141“, npoA
,e1 •••0,
•Ii 14.44
..... •°‘ ••••••
11,
1•11.,..,•., 'Ile.'"
l'••11 ..... 011.01 I I • 00 II
M1,1•1 ;,
• • ;,. r
1J
Noah
@') °
t
In11! 111!1..,.11
anLaVfltr ,.,,_�..; _�:•__n
irammu
' uBfiliAiiiinuER'ii'fiittifiiu''h'ni s
marara L_
Scale: 1" = 40'
f�
CITY CENTER DEVELOPMENT
Carmel Parcel Seven
Carmel, Indiana
n....I .on. rt.on.. •er a rea
9
CSo Architects
r
L
0151RIOCT' 1LIMITI
aze
/Acu. 26
ARCEL I)
too
04
RAUL
O
- —
1
ARCEL Il
ARCEL i6
Du o
QO
'0 o1riari
OD oh d
• . 1
°I' 0,1! I .
Cw1',I. IJ ,Q'3E �� 1 1
I J
/�
Exhibit ".4 - 1
6A1T.W •1 ;.zr d 00lr �
('J
PARCEL 1
PARCEL 2
® PARCLI. 3
n PARCEL
O PARCEL 5
PARCEL 6
PARCEL 7
n PARCEL
PARCEL 9
PARCEL 10
PARCEL 11
be
PRAT 21
PARLEY. VS
PARCEL]'
PARCEL'S
PARCEL LS
Foy
[]
OD
r PARCEL
1 1 PARCI9.N
P0PmwAY
01 'r ARCFD II
00
10
CITY RURI ROADS
PARCEL 15
I
�6(ry
Y ^4 L
RaT
PARCEL
WSUNG r
MMIACIAL ZONEF
PAR
-- I _
it rF
1'�j )Ell
11L------Ail ` V
.) ti J.
trio; �1!�. `
PARCEL 12
PARCEL I3
PARCEL 14
PARCEL 24
PARCEL 25
pi PARCEL 26
PIY AR LLT IPU Al n PARCEL 2
PARCEL 16 0 PARCEL 29
PARCEL 17 ® PARCEL 31
Ea PARCEL 19
PARCEL: 20
in PARCEL' 21
PARCEL 22
PARCEL 23
II
—PARCEL 1
(PROTECT 1)
PARCEL 33
PARCH. 34
PARCEL 35
WI
PARCEL 36
_1)
PI EXISTING GOVERNM DET CENTER
1I
OLD TOWN ARTS
DISTRICT
n CARMEL art LAND!
CITY BUILT PUBLIC
SPACES
(141) CRC LIMITS (1 -2•2)
- - - - OLD TOWN ARTS DISTRICT (11-403)
C A R M E L C I T Y C E N T E R
PROPOSED MASTER PLAN
HNLNKTL %HULVI