Lease-Sublease Clay Township and City of CarmelSUBLEASE AND MANAGEMENT AGREEMENT
clw
c;t.
THIS SUBLEASE AND MANAGEMENT AGREEMENT (the "Agreement") is
entered into by and among Clay Township of Hamilton County, Indiana (the "Township") and
the Carmel Clay Municipal Building Corporation (the "Corporation") and the City of
Carmel, Indiana (the "City"), and shall become effective as of the Effective Date indicated in
Section 11 hereinbelow.
WITNESSETH THAT:
WHEREAS, the Corporation is or shall be the owner of three (3) parcels of real estate
and related improvements thereon located in Hamilton County, Indiana, the legal descriptions of
which are attached hereto as Exhibit "A" and fully incorporated herein by this reference
(collectively the "Property"); and
WHEREAS, the City and the Township have entered into an Interlocal Cooperation
Agreement for Fire Facilities Financing, Construction and Maintenance recorded with the
Hamilton County Recorder on July 24, 2014 as Document #2014031969 (the "Interlocal
Agreement"), providing for the acquisition, construction, and use of certain fire protection and
emergency response facilities to protect the citizens of the City and the Township; and
WHEREAS, pursuant to that certain Lease Agreement and Option to Purchase to be
dated as of June 15, 2015 (the "Lease"), the Corporation has agreed to lease the Property and the
Project described in Exhibit "B", as attached hereto and fully incorporated herein by this
reference (the "Project") to the Township pursuant to the provisions of I.C. 36-1-10; and
WHEREAS, the Corporation has directed the planning and design of the construction
and development of the Project in conjunction with the City and the Township, and has retained
professionals and consultants to complete the design and construction of the Project; and
1
WHEREAS, the Township and the Corporation desire to grant to the City the right,
power, and authority to access and occupy the Property for public safety and other public
purposes in accordance with the terms of the Lease, for the protection of the citizens and
property located in the City and the Township, and to operate the Project throughout the term of
the Lease.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Term. The term of this Agreement shall run concurrently with the term of
the Lease. Any extension of or decrease in the tern of the Lease, whether such extension or
decrease is automatic or through the exercise of any contractual or statutory rights under the
Lease, shall result in an equivalent extension of or decrease in the term of this Agreement.
2. Grant of Possession. Upon final completion of the Project, the Township
and the Corporation hereby grant to the City the exclusive right, power, and authority to access,
occupy, improve, and operate the Property at all times during the term of this Agreement, all in
accordance with the terms of the Lease and this Agreement. At all times during the term of this
Agreement, and absent a material breach by the City of its covenants and agreements provided
herein, the City shall have the peaceable and quiet enjoyment and possession of the Property
without any manner of hindrance from the Corporation or the Township or any parties lawfully
claiming under the foregoing. The City represents that the Property shall be utilized primarily
for the purposes of facilitating the public safety operations of the Carmel Fire Department (the
"Department"), but other governmental purposes and uses are not prohibited. Notwithstanding
the foregoing, the parties acknowledge that the Lease serves to secure certain financing secured
2
by the Township and the Corporation for the construction of the Project in accordance with the
terms of the Interlocal Agreement as approved by the Township Board of the Township under
Resolution No. 2014-10-28-01, and that the rights of the City under this Agreement shall be
subject to the rights and obligations of the Township, the Corporation and other parties under
that certain Trust Indenture and related documents that provide for the financing of the Project
through the Lease.
3. Grant and Sublease. In order to further the intent of this Agreement, the
Township hereby grants to the City all of its rights under the Lease (but not its obligations for
payments thereunder) including, but not limited to, the right to make any alterations, additions,
repairs, and/or improvements to the Property, and to operate the same throughout the term of the
Lease at the City's own expense, and in addition the Township hereby subleases the Property to
the City under the terms of the Lease and this Agreement. The foregoing grant and sublease are
made for and in consideration of the pledge by the City to operate the Project under the terms of
the Interlocal Agreement for the benefit of all residents of the City and the Township. No
payment of rent or other consideration by the City shall be required by or pursuant to this
Agreement or the sublease provided for herein. The parties acknowledge that the use of the
Property contemplated herein is a sublease to the City for a "governmental purpose" as allowed
under Paragraph 8 of the Lease, and the Corporation hereby acknowledges the same and
consents thereto. Nothing contained in this Agreement shall reduce or impede in any manner the
Township's obligations to make rental payments under the Lease, or to otherwise take all actions
required under the Trust Indenture and any related documents providing for the financing of the
construction of the Project by the Township. As required by I.C. 36-1-10-11, all real estate
(including the Property), structures and other improvements comprising the Project shall be held
3
in fee simple by the Corporation until the entire Leased Premises (as defined in the Lease) is
acquired through the exercise of an option or otherwise in accordance with the terms of the
Lease. The Lease, a substantial and in all material respects final copy of which is attached as
Exhibit "C" and fully incorporated herein by this reference, and the City shall have the rights of
the Lessee thereunder and be bound by its obligations with the exception of the obligation to
make payments of rent thereunder. The Township shall indemnify the City from any claims
relating to payment of rent under the Lease. The Corporation's consent to the Township's grant
of rights and sublease to the City is conditioned on the Township remaining fully liable and
accountable for performance under the Lease.
4. Repairs, Maintenance and Utilities. Throughout the term of this
Agreement, the City shall cause such ordinary and necessary repairs and maintenance to be made
to the buildings and improvements constituting the Project and all equipment and systems
located in or pertaining thereto, and shall cause such interior alterations to be made as the City
shall consider necessary or advisable in its sole opinion for the proper operation of the Project,
all at its own expense in accordance with the Interlocal Agreement. All utilities, assessments,
operating expenses, and all other ongoing operating expenses related to the Project shall be paid
by the City in accordance with the Interlocal Agreement.
5. Transfer of Property. As required by I.C. 36-1-10-11, prior to the
Township and the Corporation entering into the financing of the Project, the City shall transfer
title to the Property to the Corporation. Pursuant to Section 2.7 of the Interlocal Agreement, the
parties hereby acknowledge that upon completion of the term of the Lease, in exchange for the
covenants of the City contained herein, the Corporation and the Township shall take all action as
4
is necessary to transfer title to the Property, along with all improvements located thereon, to the
City.
6. Indemnification. The City shall indemnify and hold the Corporation and
the Township harmless from and against all damages, claims, and liabilities arising from or
connected with the City's control or use of the Property, including, without limitation, any
damage or injury to person or property, unless such damage or claim arises out of the gross
negligence or intentional torts of the Corporation and/or the Township, or their respective
employees or agents. This indemnification shall not include any matter for which the
Corporation or the Township is effectively protected against by insurance. If the Corporation
and/or the Township shall, without fault, become a party to litigation commenced by or against
the City or relating in any way to the management or operation of the Project, then the City shall
defend, indemnify, and hold the Corporation and/or the Township harmless therefrom. The
indemnification provided by this Section shall include the indemnified parties' reasonable legal
costs and fees in connection with any such claim, action or proceeding. Each party hereby
releases the other from all liability for any accident, damage or injury caused to person or
property; provided, however, that this release shall be effective only to the extent the injured or
damaged party is insured against such injury or damage and only if this release shall not
adversely affect the right of the injured or damaged party to recover under such insurance policy.
7. Insurance. The City, at its own expense, shall, during the full term of this
Agreement, keep the Property and the Project insured against physical loss or damage, however
caused, with such exceptions as are ordinarily required by insurers of facilities of a similar type,
with good and responsible insurance companies reasonably acceptable to the Corporation and the
Township. Such insurance shall be in an amount not less than One Hundred Percent (100%) of
5
the full replacement cost of the Property and the Project and all improvements thereon as
certified by a registered architect, registered engineer or professional appraisal engineers,
selected by the City and reasonably acceptable to the Corporation and the Township, on the
effective date of this Agreement. During the full term of this Agreement, the City shall also, at
its own expense, carry combined bodily injury insurance, including accidental death and property
damage with reference to the Property in an amount sufficient to adequately cover such losses
with one or more good and responsible insurance companies reasonably acceptable to the
Corporation and the Township. The public liability insurance required herein may be by blanket
insurance policy or policies. All of the foregoing policies applicable to the Property and/or the
Project shall list the Township and the Corporation and their respective elected and appointed
officials, employees and agents as additional insureds and shall require thirty (30) days' notice to
the Township and the Corporation prior to cancellation or substantial alteration of such policies.
The proceeds of the insurance required herein shall be applied as set forth in Section 6 of the
Lease.
8. Sublease by the City. The Township and the Corporation hereby grant
the City the right, power, and authority to enter into any further sublease of the Property or the
Project, or any portion thereof, but only for governmental purposes in accordance with Paragraph
8 of the Lease and only with the written approval of the legislative body of the Township, which
approval shall not be unreasonably withheld. No grant of rights or sublease by the City shall
relieve the City of its obligations under this Agreement.
9. Miscellaneous. The following additional terms shall apply to this
Agreement:
6
(a) Captions. The captions, headings, and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, simplify, or modify the
terms and provisions of this Agreement.
(b) Notices. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing, and shall be deemed to be delivered when (i)
sent by a national overnight courier; (ii) hand delivered; or (iii) forwarded by facsimile
transmission to the following :
If to the Township:
Douglas Callahan
Township Trustee
10701 N. College Avenue
Indianapolis, IN 46280-1089
317-846-2773 (telephone)
317-846-0744 (fax)
With Copy to: Brian C. Bosma
Kroger, Gardis & Regas, LLP
111 Monument Circle, Suite 900
Indianapolis, IN 46204-5125
317-692-9000 (telephone)
317-264-6832 (fax)
If to the Corporation: Drew Williams, President
483 Haldale Drive
Carmel, IN 46032
317-846-2773 (telephone)
317-846-0744 (fax)
With Copy to: Brian C. Bosma
Kroger, Gardis & Regas, LLP
111 Monument Circle, Suite 900
Indianapolis, IN 46204-5125
317-692-9000 (telephone)
317-264-6832 (fax)
If to the City: The Honorable James Brainard, Mayor
City of Carmel
One Civic Square
7
With Copy to:
Carmel, IN 46032
317-571-2401 (telephone)
317-844-3498 (fax)
Douglas C. Haney, City Attomey
City of Carmel
One Civic Square
Carmel, IN 46032
317-571-2472 (telephone)
317-571-2484 (fax)
The foregoing information may be changed by notice to the other parties to this Agreement
served in accordance with this Section.
(c) Governing Law. It is intended by the parties that the laws of the State of
Indiana shall govern the validity, construction, enforcement, and interpretation of this
Agreement, and that any lawsuit regarding this Agreement shall be filed in a court of competent
jurisdiction located in Hamilton County, Indiana only
(d) Entirety and Amendments. This Agreement embodies the entire
agreement between the parties relating to the subject matter hereof, and supersedes all prior
agreements, understandings, warranties, and representations, if any, whether verbal or written,
relating to the Property, or the Project, and may be amended or supplemented only by an
instrument in writing executed by all parties hereto with the same degree of formality in which
this Agreement was executed
(e) Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, said provision shall be fully severable; and the Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of the Agreement. The remaining provisions of the Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision
or by its severance from the Agreement. Furthermore, in lieu of such illegal, invalid, or
8
unenforceable provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable provision as may be
possible which is and shall be legal, valid and enforceable.
(0 Multiple Counterparts. This Agreement may be executed in any number
of identical counterparts and each such counterpart is to be deemed an original for all purposes,
and all such counterparts shall, collectively, constitute one agreement.
(g) Parties Bound. This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by and against the parties hereto, and their respective successors and
assigns.
(h) Further Acts. In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by the parties hereto, said parties agree to
perform, execute, and deliver or cause to be performed, executed, and delivered any and all such
further and reasonable acts, documents, and assurances as may be reasonably necessary to
consummate the transaction contemplated hereby in accordance with this Agreement.
(r)
Time is of the Essence. Execution. It is expressly agreed by the parties
hereto that time is of the essence with respect to this Agreement. This Agreement shall be
deemed fully executed by the parties upon the execution of this Agreement by each of the parties
indicated below.
(j) No Third Party Beneficiaries. Except as otherwise specifically provided
herein, nothing expressed or implied in this Agreement is intended, or shall be construed, to
confer upon or give any person, firm or corporation, other than the parties hereto, any rights or
remedies under or by reason of this Agreement.
9
11. Effective Date. The effective date of this Agreement shall be the latest
date appearing under the signatures below; provided that the provisions of this Agreement
relating to possession of the Project, repairs, maintenance, operating expenses, utilities, and
insurance shall take effect immediately upon "substantial completion' of the Project or any
material portion thereof.
The parties signing below hereby certify and acknowledge that they have been authorized
to execute this Agreement on behalf of the entity indicated above their signature.
CLAY TOWNSHIP OF IIAMILTON
COUNTY, INDIANA:
By:
0
las Callahan, Trustee
Dated: 6 —
CARMEL CLAY MUNICIPAL
BUILDING CORPORATION
By: 1 4k)AAO A.Onn`.a
Drew Williams, President
Dated:
CITY OF CARMEL, INDIANA
By: 0-1/4yr
James Brainard, Mayor
Dated:
ATTESiT� -^�'+4 ) i
�t coveDiana L. Cordray, Jerk Treasurer
Mary An
Date:
Burke', Mptnr /S—
Lori S.
.lanC�r4 /1( jtAnaDa y.1te :
This document is not required to be recorded but shall be maintained by each of the parties in
accordance with their normal record keeping procedures.
10
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTIES
Station 43
Part of the Southeast Quarter of Section 6, Township 17 North, Range 4 East In Hamilton County,
Indiana, more particularly described as follows:
Beginning on the South line of the Southeast Quarter of Section 6, Township 17 North, Range 4 East
811.70 feet North 89 degrees 44 minutes 00 seconds West (assumed bearing) of the Southeast corner
thereof; thence North 89 degrees 44 minutes 00 West on and along said South line 162.50 feet; thence
North 00 degrees 10 minutes 32 seconds West parallel with the East line of said Quarter 308.00 feet;
thence South 89 degrees 44 minutes 00 seconds East parallel with the South line aforesaid 162.50 feel;
thence South 00 degrees 10 minutes 32 seconds East parallel with tho East line aforesaid 308.00 feet to
the Beginning Point; containing 1.15 acres, more or less. Subject to a 40 foot right-of-way for 106th Street
along the entire South end thereof.
Station 44
A part of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, located In Clay
Township, Hamilton County, Indiana, being more specifically described as follows:
Beginning at a point on the South line of the Northwest Quarter of Section 28, Township 18 North, Range
4 East, said point of beginning being South 69 degrees 52 minutes 53 seconds West (assumed bearing)
483.77 feet from the southeast corner of said Northwest Quarter; thence South 89 degrees 52 minutes 53
seconds West 180.00 feet on and along the South line of said Northwest Quarter to the Southwest comer
of the East Half of the East Half of said Northwest Quarter, thence North 00 degrees 08 minutes 05
seconds East 242.00 feet on and along the West line of the East Half of the East Half of said Northwest
Quarter; thence North 89 degrees 52 minutes 53 seconds East 180.00 feet parallel with the South line of
said Northwest Quarter; thence South 00 degrees 08 minutes 05 seconds West 242.00 feet parallel with
the West line of the East Half of the East Half of said Northwest Quarter to the Point of Beginning.
Fire Training and Repair Shop Facility
A part of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East
of the Second Principal Meridian, City of Carmel, Clay Township, Hamilton County, Indiana
described as follows:
Commencing at the northeast corner of the West Half of the Northwest Quarter of Section 9,
Township 17 North, Range 4 East; thence North 89 degrees 55 minutes 53 seconds West
(NAD83(2011) Indiana State Plane East Zone) 60.00 feet along the north line of said half -quarter
section; thence South 0 degrees 11 minutes 27 seconds West 501.89 to a point on the
east line of the property described in Instrument Number 2009027537 in the office of the
Recorder of Hamilton County; thence South 89 degrees 58 minutes 27 seconds West 161.06
feet to a 5/8 inch rebar with orange cap stamped "VSEI 0063" (hereinafter referred to as "Rebar
with Cap") set at the POINT OF BEGINNING of this description; thence South 0 degrees 09
minutes 49 seconds West 236.00 feet to a Rebar with Cap set; thence South 89 degrees 58
minutes 27 seconds West 715.00 feet to a Rebar with Cap set; thence North 0 degrees 09
minutes 49 seconds East 236.00 feet to a Rebar with Cap set; thence North 89 degrees 58
minutes 27 seconds East 331.00 feet to a Mag Nail set; thence South 0 degrees 01 minutes 33
seconds East 30.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27
seconds East 30.00 feet to a Rebar with Cap set; thence North 0 degrees 01 minutes 33
seconds West 30.00 feet to a Mag Nail set; thence North 89 degrees 58 minutes 27 seconds
East 354.00 feet to the POINT OF BEGINNING and containing 3.853 acres more or less,
subject to all pertinent rights-of-way and easements.
EXHIBIT "B"
The Project
(I) Addition to and renovation of the current Carmel Fire Station #43 located at
3242 E. 106`h Street, Carmel, Indiana;
(2) Replacement of Carmel Fire Station #44, including the demolition of the
existing structure located at 5032 E. Main Street, Carmel, Indiana; and
(3) A new Fire Training and Repair Shop facility to be located on up to 4 acres
on property currently owned by the City of Carmel located at 4615 East I06`h
Street, Carmel, Indiana.
13
EXIIIBIT "C"
Lease Agreement and Option to Purchase
14
LEASE AGREEMENT AND OPTION TO PURCHASE
Between
CARMEL CLAY MUNICIPAL BUILDING CORPORATION
LESSOR
and
CLAY TOWNSHIP OF HAMILTON COUNTY, INDIANA
LESSEE
Executed the 15th day of June, 2015.
Public Safety Projects
Station #43 3242 E. I06`h Street, Carmel, Indiana
Station #44 5032 E. Main Street, Carmel, Indiana
Fire Training and Repair Facility on East 106th Street, Cannel, Indiana
LEASE AGREEMENT AND OPTION TO PURCHASE
THIS LEASE AGREEMENT (hereinafter the "Lease") effective as of the 15t11 day of
June, 2015, is by and between Carmel Clay Municipal Building Corporation, an Indiana non-profit
corporation (the "Lessor"), and Clay Township of Hamilton County, Indiana, a political subdivision
existing under the laws of the State of Indiana and located in Hamilton County, Indiana (the
"Lessee"),
WITNESSETH THAT:
1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to
Lessee the three (3) parcels of real estate in Clay Township, Hamilton County, Indiana, more
particularly described in Exhibit "A" attached hereto and made a part hereof, and the public safety
projects, facilities and improvements constructed and to be constructed and located thereon as
described in Exhibit "B" and equipped by Lessor according to plans and specifications prepared by
Axis Architecture + Interiors, LLC, of Indianapolis, Indiana, as approved by Lessee (all collectively
referred to as the "Leased Premises"). The above mentioned plans and specifications may be
changed, additional construction work may be performed and equipment may be acquired by Lessor,
but only with the approval of Lessee, and only if such changes or modifications or additional work or
equipment does not alter the character of the improvements or reduce the value thereof. Any such
additional construction work or equipment shall become part of the Leased Premises covered by this
Lease. The above mentioned plans and specifications have been filed with and approved by Lessee.
TO HAVE AND TO HOLD the Leased Premises with all rights privileges, easements and
appurtenances belonging thereto, unto Lessee, for a term of twenty (20) years, beginning on the date
on which the facilities are ready for occupancy, and ending on the day prior to such date twenty (20)
years thereafter ("Lease Term"). However, notwithstanding the foregoing term, the term of this Lease
will terminate at the earlier of (a) the exercise by the Lessee of the option to purchase the Leased
Premises and the payment of the option price, or (b) the payment or defeasance of all bonds issued (i)
to finance the cost of the Leased Premises, (ii) to refund such bonds, (iii) to refund such refunding
bonds, or (iv) to improve the Leased Premises. The Lessor hereby represents that it is possessed of,
or will acquire, a good and indefeasible estate in fee simple to the above described real estate, and
Lessor warrants and will defend the same against all claims whatsoever not suffered or caused by the
acts or omissions of Lessee or its assigns.
2. Rental Payments. The Lessee agrees to pay fixed annual rental ("Fixed Annual
Rental") for the Leased Premises in accordance with the schedule set forth in Exhibit "C" attached
hereto and made a part hereof. The first full rental installment shall be due on the day that the public
safety facilities to be constructed and equipped at the Leased Premises, or any portion thereof, are
completed and ready for occupancy or January 15, 2017, whichever is later. If the completion date is
later than January 15, 2016, the first rental payment shall be in an amount calculated at the annual
rate from the date of payment to the next occurring July 15 or January 15. Thereafter, Fixed Annual
Rental shall be payable in advance in semiannual installments as indicated on Exhibit "C". The last
semiannual rental payment due before the expiration of this Lease shall be adjusted to provide for
rental at the annual rate specified above from the date such installment is due to the date of the
expiration of this Lease. In addition to the foregoing, with the prior approval of Lessor, Lessee may
make partial lease rental payments (limited to the proportion of completed Project value)
commencing no earlier than January 15, 2016.
All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank
2
selected as Trustee (hereinafter the "Trustee") under the Trust Indenture between the Trustee and the
Lessor (hereinafter the "Indenture") or to such other bank or trust company as may from time to time
succeed the Trustee under the Indenture securing the bonds to be issued by the Lessor to finance the
construction and equipping of the Leased Premises. All payments so made by the Lessee shall be
considered as payment to the Lessor of the rentals payable hereunder. The bank selected as Trustee
shall be endorsed on this Lease by executing and recording an Amendment to Lease in substantially
the same form as Exhibit "C" attached hereto as soon as the same can be done after selection, and the
foregoing amendment shall be recorded as an amendment to this Lease.
After the sale of the bonds issued to finance the acquisition, construction and equipping of
the Leased Premises, the Fixed Annual Rental amount to be attached to Exhibit "C" shall be reduced
to an amount equal to the multiple of $1,000.00 next higher than the sum of principal and interest
due on such bonds in each 12 -month period ending on any bond payment date ("Bond Year") plus
Four Thousand Dollars ($4,000.00), payable in semiannual installments. Such amount of reduced
Fixed Annual Rental shall be attached as Schedule "A" to Exhibit "C" by the parties hereto as soon
as the same can be done after the sale of said bonds and the Amendment to Lease shall be recorded
with the revised Schedule "A" attached. If the Project is completed on a date that substantially alters
the payment schedule attached to the recorded Exhibit "C," such altered payment schedule shall be
endorsed on this Lease by the Lessor and the Lessee as soon as possible after such determination and
such endorsement shall be recorded with the Hamilton County Recorder as an addendum to this
Lease
Notwithstanding any other provision of this Lease, all payment obligations of the Lessee
pursuant to this Lease shall be subject to annual appropriation by the Township Board or other
3
appropriate fiscal body of Lessee. Lessor and Lessee understand and intend that the obligation of
Lessee to pay rental payments hereunder shall constitute a current expense of Lessee and shall not in
any way be construed to be a debt of Lessee in contravention of any applicable constitutional or
statutory limitations or requirements concerning the creation of indebtedness by Lessee.
3. Additional Rental Payments. The Lessee shall pay as additional rental for the
Leased Premises ("Additional Rent") all taxes and assessments levied against or on account of the
Leased Premises and/or the receipt of lease rental payments by Lessor and to reimburse Lessor for
any insurance payments made by it under Section 6. Any and all such payments shall be made and,
if requested by Lessor, satisfactory evidence of such payments in the form of receipts shall be
furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which the same
must be paid to avoid delinquency. In case the Lessee shall in good faith desire to contest the validity
of any tax or assessment, and shall so notify the Lessor, and shall furnish bond with surety to the
approval of the Lessor conditioned for the payment of the charges so desired to be contested and all
damages or loss resulting to the Lessor from the nonpayment thereof when due, the Lessee shall not
be obligated to pay the same until such contests shall have been determined. The Lessee shall also
pay as Additional Rent the amount calculated by or for Lessor as the amount required to be rebated
or paid as a penalty in lieu of rebate to the United States Treasury, after taking into account other
available moneys, to prevent the bonds issued to finance the acquisition and construction of the
Leased Premises from becoming arbitrage obligations under Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code").
4. Abatement of Rent. In the event the Leased Premises shall be partially or totally
destroyed, whether by fire or any other casualty, or are taken under the exercise of the power of
4
eminent domain, so as to render them unfit, in whole or in part, for use or occupancy by the Lessee,
(a) it shall then be the obligation of the Lessor to restore and rebuild the Leased Premises as
promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor
excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or
rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided
for in Section 6 or the condemnation proceeds received by the Lessor, whichever is applicable, and
(b) the rent shall be abated for the period during which the Leased Premises or such part thereof is
unfit or unavailable for use or occupancy, and the abatement shall be in proportion to the percentage
of the Leased Premises which is unfit or unavailable for use or occupancy.
If there is in force on the date of partial or total destruction or taking insurance on the Leased
Premises and the rental value thereof, in accordance with the provisions of Section 6, and sufficient
insurance on the rental value of the Leased Premises to pay scheduled Fixed Annual Rental and
Additional Rental during the term of repair or restoration, the rent shall be abated for the period
during which the Leased Premises or any part thereof are unfit or unavailable for occupancy and
shall be in proportion to the percentage of floor area which is unfit or unavailable for occupancy. In
the event such insurance is not in force on the date of partial or total destruction or taking, and rent is
required for any reason to be abated notwithstanding the provisions of this Section, leasable property
and improvements of substantially equal value to the Leased Premises shall be transferred to the
Lessor by the Lessee in substitute thereof, and the Fixed Annual Rentals and Additional Rentals
provided for herein shall continue to be paid as provided by this Lease without interruption or
abatement. In the event of such substitution, the substituted property shall become the Leased
Premises for alt purposes herein and shall in all ways be subject to the terms of this Lease.
5. Maintenance, Alterations and Repairs. The Lessee assumes all responsibility for
maintenance, repairs and alterations to the Leased Premises but may enter into subleases or
management agreements with other political subdivisions for the operation, maintenance and repair
of the Leased Premises. The Lessee shall be permitted, at its own expense, to make any alterations,
additions, repairs or improvements to the Leased Premises which do not unreasonably diminish the
value of the Leased Premises, or which are specifically agreed to in writing between the Lessor and
Lessee. All alterations, additions and improvements shall be made in accordance with all applicable
laws and shall become the property of Lessor, subject to the terms of this Lease. At the end of the
term, Lessee shall deliver the Leased Premises to Lessor in as good condition as at the beginning of
the term, reasonable wear and tear excepted. Equipment or other personal property which becomes
worn out or obsolete may be discarded, traded in, sold or replaced by Lessee. The proceeds of the
sale of any unreplaced personal property included as part of the Leased Premises shall be paid to the
Trustee. Lessee need not replace worn out or obsolete personal property, but may replace such
property at its own expense, and the replacement property shall belong to Lessee.
6. Insurance. Lessee, at its own expense, will, during the full term of the Lease, keep
the Leased Premises insured against physical loss or damage, however caused, with such exceptions
as are ordinarily required by insurers of buildings or facilities of a similar type, with good and
responsible insurance companies acceptable to Lessor. Such insurance shall be in an amount equal to
one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a
registered architect, registered engineer or professional appraisal engineers, selected by the Lessor,
on the effective date of this Lease. During the full term of this Lease, Lessee will also, at its own
expense, and if commercially available at reasonable market rates, maintain rent or rental value
6
insurance in amounts equal to the full rental value of the Leased Premises for a period of two (2)
years against physical loss or damage of the type insured against pursuant to the preceding
requirements of this clause. During the full term of this Lease, Lessee will also, at its own expense,
carry combined bodily injury insurance, including accidental death, and property damage with
reference to the Leased Premises in an amount sufficient to adequately cover such Iosses with one or
more good and responsible insurance companies. The public liability insurance required herein may
be by blanket insurance policy or policies. All of the foregoing policies applicable to the Leased
Premises shall list Lessor as an additional insured.
The proceeds of the public liability insurance required herein (after payment of expenses
incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of
the liability with respect to which such insurance proceeds are paid. Such policies shall be for the
benefit of persons having an insurable interest in the Leased Premises, and shall be made payable
jointly to the Lessor and the Lessee or to such other person or persons as the parties hereto may
jointly designate. Such policies shall be countersigned by an agent of the insurer who is a resident of
the State of Indiana, and such policies (or certificates of insurance for each policy) and the certificate
of the architect or engineer hereinbefore referred to shall be maintained by Lessee. If, at any time, the
Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained
by the Lessor and the amount paid therefor shall be added to the amount of Additional Rent payable
by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to
obtain insurance and any action or non -action of the Lessor in this regard shall not relieve the Lessee
of any consequence of its default in failing to obtain such insurance, including its obligation to
continue the rental payments in case of total or partial destruction of the building as provided in
7
Section 4 hereof.
7. Eminent Domain. If title to or the temporary use of the Leased Premises, or any part
thereof, shall be taken under the exercise of the power of eminent domain by any governmental body
or by any person, firm or corporation acting under governmental authority, any net proceeds received
from any award made in such eminent domain proceedings (after payment of expenses incurred in
such collection) shall be paid to and held by Lessor. Such proceeds shall be applied in one or more
of the following ways:
a. The restoration of the Leased Premises to substantially the same condition as it
existed prior to the exercise of said power of eminent domain, or
b. The acquisition, by construction or otherwise, of other improvements suitable for the
Lessee's operations on the Leased Premises and which are in furtherance of the
purposes of I.C. 36-1-10 (the "Leasing Statute") (which improvements shall be
deemed a part of the Leased Premises and available for use and occupancy by the
Lessee without the payment of any rent other than as herein provided, to the same
extent as if such other improvements were specifically described herein and demised
hereby).
Within ninety (90) days from the date of entry of a final order in any eminent domain
proceedings granting condemnation, the Lessee shall direct Lessor in writing as to which of the ways
specified in this Section the Lessee elects to have the net proceeds of the condemnation award
applied. Any balance of the net proceeds of the award in such eminent domain proceedings not
required to be applied for the purposes specified in subsections (a) or (b) above shall be deposited by
Lessor in the Sinking Fund held by the Trustee under the Indenture.
8
Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or
pending condemnation proceedings with respect to the Leased Premises or any part thereof and will
to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own
name or in the name and on behalf of the Lessor. In no event will Lessor voluntarily settle or consent
to the settlement of any prospective or pending condemnation proceedings with respect to the Leased
Premises or any part thereof without the written consent of the Lessee, which consent shall not be
unreasonably withheld.
8. General Covenants. The obligation to pay any lease rentals under this Lease shall not
be considered debt of the Lessee for purposes of the Indiana Constitution or any provision of Indiana
law. The Lessee shall not assign this Lease or sublet the Leased Premises herein described for any
purpose (other than to the City of Carmel, Indiana but only for public safety and other governmental
purposes) without the written consent of Lessor. Lessee shall use and maintain the Leased Premises
in accordance with the laws and ordinances of the United States of America, the State of Indiana, and
all other proper governmental authorities. The Lessee covenants that in any contracts entered into by
the Lessee providing for the use of the Leased Premises, which involve the conduct of a separate
entity, trade or business, (a) the Leased Premises would be used only (i) by a Governmental Unit
within the meaning of Section 141 of the Internal Revenue Code of 1986 or (ii) by
non -Governmental Units on the same basis as other members of the general public or (b) would not
in the aggregate result in payments to the Lessee in an amount in excess of 5% of the principal of and
interest on the first mortgage bonds issued under the Indenture. The Lessee further covenants that it
will not take any action or fail to take any action that would result in the loss of the excludability
from gross income for federal tax purposes of interest on the first mortgage bonds issued to finance
9
the acquisition and construction of the Leased Premises pursuant to Section 103(a) of the Code, as in
effect on the date of delivery of such bonds, nor will the Lessee act in any manner which would
adversely affect such excludability. The Lessee further covenants that it will not make any
investment or do any other act or thing during the period that any bond is outstanding hereunder
which would cause any such bond to be an "arbitrage bond" within the meaning of Section 148 of
the Code and the regulations thereunder as in effect on the date of delivery of such bonds. Lessee
represents, warrants and covenants that a present need exists for the Leased Premises which need is
not temporary or expected to diminish in the near future and the use of the Leased Premises is
essential to the proper, efficient and economic fulfillment of Lessee's responsibilities for conducting
the business of the Lessee including but not limited to providing its governmental services and
performing its governmental functions, including, but not limited to, providing parks and recreational
facilities.
9. Option to Renew. Lessor hereby grants to Lessee the right and option to renew this
Lease for a further like or lesser term upon the same or like conditions as herein contained, and
applicable to the portion of the premises for which the renewal applies, and Lessee shall exercise this
option by written notice to Lessor given upon any rental payment date prior to the expiration of this
Lease.
10. Option to Purchase. Lessor hereby grants to Lessee the right and option, on any
rental payment date, upon sixty (60) days' written notice to Lessor, to purchase the Leased Premises
at a price equal to the amount required to enable Lessor to liquidate by paying all indebtedness,
including all premiums payable on the redemption thereof and accrued and unpaid interest and by
paying the expenses and charges of liquidation. In no event, however, shall the purchase price exceed
10
the capital actually invested in the Leased Premises by Lessor represented by outstanding securities
or existing indebtedness plus the cost of transferring the property and liquidating the Lessor. The
phrase "capital actually invested" as used herein shall be construed to include, but shall not be
limited to, the following amounts expended by the Lessor: organization and incorporation expenses,
financing costs, carry charges, legal fees, architects' fees and reasonable costs and expenses
incidental thereto.
Upon request of the Lessee made not less than sixty (60) days prior thereto, the Lessor agrees
to furnish an itemized statement setting forth the amount required to be paid by the Lessee on the
next rental payment date in order to purchase the Leased Premises in accordance with the preceding
paragraph. Upon the exercise of the option to purchase granted herein, Lessor will upon payment of
the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee
all of the Lessor's title to the property being purchased, as such property then exists, subject to the
following: (i), those liens and encumbrances (if any) to which title to the property was subject when
conveyed to Lessor; (ii) those liens and encumbrances created by the Lessee or to the creation or
suffering of which the Lessee consented, and liens for taxes or special assessments not then
delinquent; and (iii) those liens and encumbrances allowed by or contained in this Lease.
In the event of purchase of the Leased Premises by the Lessee or conveyance of the same to
the Lessee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and
legal services that may be required, and shall furnish at the Lessee's expense all documentary stamps
or tax payments required for the transfer of title. In the event the Lessee exercises its right and
option to purchase in accordance with this Section and it acquires title to the Leased Premises, the
Lessee shall transfer the Leased Premises to the Lessee in accordance with applicable Indiana
statutes, unless otherwise directed in writing by the Lessee.
11
Nothing contained herein shall be construed to provide that Lessee shall be under any
obligation to purchase the Leased Premises, or under any obligation in respect to the creditors,
members, or security holders of the Lessor.
11. Transfer to Lessee. In the event the Lessee has not exercised its option to renew in
accordance with the provisions of Section 9 hereof, and has not exercised its option to purchase the
Leased Premises in accordance with the provisions of Section 10 hereof, and upon the full discharge
and performance by the Lessee of its obligations under this Lease, the Leased Premises shall
thereupon become the absolute property of the Lessee and upon the Lessee's request, Lessor shall
execute proper instruments conveying to the Lessee all of Lessor's title thereto. Upon the Lessee's
acquisition of title to the Leased Premises, the Lessee shall transfer the Leased Premises to the City
of Carmel, Indiana in accordance with applicable Indiana statutes, unless otherwise agreed to by the
Lessee and the City of Carmel, Indiana.
12. Defaults. If the Lessee shall default (a) in the payment of any rentals or other sums
payable to the Lessor hereunder, or in the payment of any other sum herein required to be paid for the
Lessor; or (b) in the observance of any other covenant, agreement or condition hereof, and such
default shall continue for sixty (60) days after written notice to correct the same; then, in any or
either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in
equity or at law in any court of competent jurisdiction, whether for specific performance of any
covenant or agreement contained herein, or for the enforcement of any other appropriate legal or
equitable remedy; or the Lessor, at its option, upon an additional thirty (30) days' written notice, may
terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor to
immediately resume possession of the Leased Premises and the Lessee covenants to surrender the
12
same upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not
release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's
actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any
default shall operate to waive such right upon the same or other default subsequently occurring.
13. Indemnification. The Lessee shall indemnify and hold Lessor harmless from and
against all damages, claims and liabilities arising from or connected with the Lessee's control or use
of the Leased Premises, including, without limitation, any damage or injury to person or property,
unless such damage or claim arises out of the gross negligence of or intentional torts of Lessor, its
guests or invitees. This indemnification shall not include any matter for which the Lessor is
effectively protected against by insurance. If Lessor shall, without fault, become a party to litigation
commenced by or against the Lessee, then the Lessee shall defend, indemnify and hold Lessor
harmless therefrom. The indemnification provided by this Section shall include Lessor's legal costs
and fees in connection with any such claim, action or proceeding. Lessor and Lessee do hereby
release the other from all liability for any accident, damage or injury caused to person or property;
provided, however, that this release shall be effective only to the extent the injured or damaged party
is insured against such injury or damage and only if this release shall not adversely affect the right of
the injured or damages party to recover under such insurance policy.
14. Notices. Whenever either party shall be required to give notice to the other under this
Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an
envelope duly stamped, by registered or certified mail and addressed to the other party or parties at
the following addresses: (a) to Lessor: Carmel Clay Municipal Building Corporation, Attention:
Resident Agent, c/o Kroger Gardis & Regas, LLP, 111 Monument Circle, Suite 900, Indianapolis,
Indiana 46204; (b) to Lessee: Clay Township of Hamilton County, Indiana, Attention: Township
13
Trustee, 10701 North College Avenue, Indianapolis, Indiana 46280-1089; (c) to the bank Trustee: at
the address shown on the Amendment referred to in the first paragraph of Section 2 hereof. Lessor
and Lessee may by notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates, requests or other communications shall be sent.
15. Successors or Assigns. All covenants of this Lease, whether by Lessor or Lessee,
shall be binding upon the successors and assigns of the respective parties hereto.
16. Conditions to Effectiveness. This Lease shall not be effective until the later date of
when (a) the Lessor acquires fee simple title to the land described in Exhibit "A" upon which the
improvements defined in this Lease as the Leased Premises are to be constructed in compliance with
Section 11 of the Leasing Statute, or (b) the time limitation to contest the validity of or enjoin
performance of this Lease provided for under Section 15 of the Leasing Statute expires. This Lease
shall further be conditioned upon the receipt of all other approvals and authorizations required by
law.
17. Construction of Covenants. Lessor was organized for the purpose of constructing,
renovating and erecting governmental buildings and improvements and leasing the same to Lessee
under the provisions of the Leasing Statute. All provisions of this Lease shall be construed in
accordance with the provisions of the Leasing Statute and other applicable provisions of law, and to
the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the
provisions of applicable laws, the applicable laws shall be deemed to be controlling and binding
upon Lessor and Lessee.
14
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and
on their behalf the day and year first hereinabove written.
LESSOR
By:
Attest:
Matt Milam, Secretary
STATE OF INDIANA
) SS:
COUNTY OF HAMILTON )
CARMEL CLAY MUNICIPAL
BUILDING CORPORATION
Oait4.3 wIlnmn
Andrew Williams, President
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared Andrew Williams and Matt Milam, personally known to me to be the President and
Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged the
execution of the foregoing Lease for and on behalf of said Corporation.
WITNESS my hand and notarial seal this 15 da of Juni 2015.
1
ANDREA KAY KECK
Marion County
My Commission Expires
November 30, 2015
My Commission Expires:
15
ritten Signature
(Printed Name)
My County of Residence:
Attest:
By:
J uit-�
Mary Eckard, �eis�chainnan
Township Board
STATE OF INDIANA )
) SS:
COUNTY OF HAMILTON )
By:
LESSEE
CLAY TOWNSHIP OF HAMILTON
COUNTY, INDIANA
Donal
allahan, Township Trustee
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared Douglas Callahan and Mary Eckard, personally known to me to be the Township Trustee
and Chairman of the Township Board, respectively, of Clay Township of Hamilton County, Indiana,
and acknowledged the execution of the foregoing Lease for and on behalf of said Township.
WITNESS my hand and notarial seal this 15th da v. June, 2015.
ANDREA KAY KECK
Marion County
My Commission Expires
November 30, 2015
My Commission Expires:
ritten Signature)
(Printed Name)
My County of Residence:
This instrument was prepared by Brian C. Bosma, Kroger Gardis & Regas, LLP, 1 11 Monument
Circle, Suite 900, Indianapolis, Indiana 46204-5125.
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. Brian C. Bosma
16
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTIES
Station 43
Part of the Southeast Quarter of Section 6, Township 17 North, Range 4 East in Hamilton County,
Indiana, more particularly described as follows:
Beginning on the South line of the Southeast Quarter of Section 6, Township 17 North, Range 4 East
811.70 feet North 89 degrees 44 minutes 00 seconds West (assumed bearing) of the Southeast corner
thereof; thence North 89 degrees 44 minutes 00 West on and along said South line 162.50 feet; thence
North 00 degrees 10 minutes 32 seconds West parallel with the East line of said Quarter 308.00 feet;
thence South 89 degrees 44 minutes 00 seconds East parallel with the South line aforesaid 162.50 feet;
thence South 00 degrees 10 minutes 32 seconds East parallel with the East line aforesaid 308.00 feet to
the Beginning Point; containing 1.15 acres, more or less. Subject to a 40 foot right-of-way for 106`° Street
along the entire South end thereof.
Station 44
A part of the Northwest Quarter of Section 28, Township 18 North, Range 4 East, located In Clay
Township, Hamilton County, Indiana, being more specifically described as follows:
Beginning at a point on the South line of the Northwest Quarter of Section 28, Township 18 North, Range
4 East, said point of beginning being South 89 degrees 52 minutes 53 seconds West (assumed bearing)
483.77 feet from the southeast corner of said Northwest Quarter; thence South 89 degrees 52 minutes 53
seconds West 180.00 feet on and along the South line of said Northwest Quarter to the Southwest comer
of the East Half of the East Half of said Northwest Quarter, thence North 00 degrees 08 minutes 05
seconds East 242,00 feet on and along the West line of the East Half of the East Half of said Northwest
Quarter, thence North 89 degrees 52 minutes 53 seconds East 180.00 feet parallel with the South tine of
said Northwest Quarter; thence South 00 degrees 08 minutes 05 seconds West 242.00 feet parallel with
the West line of the East Half of the East Half of said Northwest Quarter to the Point of Beginning.
Fire Training and Repair Shop Facility
A part of the West Half of the Northwest Quarter of Section 9, Township 17 North, Range 4 East
of the Second Principal Meridian, City of Carmel, Clay Township, Hamilton County, Indiana
described as follows:
Commencing at the northeast corner of the West Half of the Northwest Quarter of Section 9,
Township 17 North, Range 4 East; thence North 89 degrees 55 minutes 53 seconds West
(NAD83(2011) Indiana State Plane East Zone) 60.00 feet along the north line of said half -quarter
section; thence South 0 degrees 11 minutes 27 seconds West 501.89 to a point on the
east line of the property described in Instrument Number 2009027537 in the office of the
Recorder of Hamilton County; thence South 89 degrees 58 minutes 27 seconds West 161.06
feet to a 5/8 inch rebar with orange cap stamped "VSEI 0063" (hereinafter referred to as "Rebar
with Cap") set at the POINT OF BEGINNING of this description; thence South 0 degrees 09
minutes 49 seconds West 236.00 feet to a Rebar with Cap set; thence South 89 degrees 58
minutes 27 seconds West 715.00 feet to a Rebar with Cap set; thence North 0 degrees 09
minutes 49 seconds East 236.00 feet to a Rebar with Cap set; thence North 89 degrees 58
minutes 27 seconds East 331.00 feet to a Mag Nail set; thence South 0 degrees 01 minutes 33
seconds East 30.00 feet to a Rebar with Cap set; thence North 89 degrees 58 minutes 27
seconds East 30.00 feet to a Rebar with Cap set; thence North 0 degrees 01 minutes 33
seconds West 30.00 feet to a Mag Nail set; thence North 89 degrees 58 minutes 27 seconds
East 354.00 feet to the POINT OF BEGINNING and containing 3.853 acres more or less,
subject to all pertinent rights-of-way and easements.
EXHIBIT "B"
DESCRIPTION OF PROJECT
Addition to and renovation of the current Carmel Fire Station 4'43 located at 3242
13. 106th Street, Carmel, Indiana;
Replacement of Carmel Fire Station 4'44, including the demolition of the existing
structure located at 5032 E. Main Street, Carmel. Indiana; and
A new Fire Training and Repair Shop facility to be located on up to 4 acres on
property currently owned by the City of Carmel located at 4615 East 106th Street,
Carmel, Indiana.
EXHIBIT "C"
AMENDMENT NO. 1 TO LEASE AGREEMENT
Between
Carmel Clay Municipal Building Corporation
and
Clay Township of Hamilton County, Indiana
Dated as of July 8, 2015
WHEREAS, the Carmel Clay Municipal Building Corporation, an Indiana corporation
(the "Building Corporation"), entered into a lease with Clay Township of Hamilton County,
Indiana, dated as of June 15, 2015 (collectively, as amended, the "Lease"), which Lease, or a
Memorandum thereof, has been recorded contemporaneously herewith in the Office of the
Recorder of Hamilton County;
WHEREAS, it is provided in the Lease that there shall be endorsed thereon the reduced
Fixed Annual Rental due on the Lease; and
WHEREAS, it is provided in the Lease that there shall be endorsed thereon the name of
the financial institution selected to serve as Trustee under the Trust Indenture between it and the
Building Corporation;
NOW, THEREFORE, IT IS HEREBY CERTIFIED AND STIPULATED by all of
the undersigned that:
1. The sum of principal and interest due on any Bond Year and the reduced Fixed Annual
Rental and the semiannual installments thereof are set forth on Schedule A,
2. The financial institution selected by the Building Corporation to be the Trustee under
the Indenture is The Huntington National Bank and its address for notices is 45 N. Pennsylvania
Street, INHP22, Indianapolis, IN 46204, Attention: Corporate Trust Department.
Executed this 8th day of July, 2015.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. I to
Lease Agreement to be executed for and on their behalf on the date first written above.
By:
Attest:
Matt !Milani, Secretary
STATE OF INDIANA )
) SS:
COUNTY OF HAMILTON )
LESSOR
CARMEL CLAY MUNICIPAL
BUILDING CORPORATION
Andrew Williams, President
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared and Andrew Williams and Matt Milani, personally known to me to be the President
and Secretary, respectively, of Carmel Clay Municipal Building Corporation, and acknowledged
the execution of the foregoing Amendment No. 1 to Lease for and on behalf of said Corporation.
WITNESS my hand and notarial seal this $th
ANDREA KAY KECK
Marion County
My Commission Expires
November 30, 2015
My Commission Expires:
I o Judy 2015.
(\ /Linen Signature)
(Printed Name)
My County of Residence:
By:
Attest:
By:
gesa
Chairman
Township Board
STATE OF INDIANA )
) SS:
COUNTY OF HAMILTON )
LESSEE
CLAY TOWNSHIP OF HAMILTON
COUNTY, INDIANA
Douglas
lahan, Township Trustee
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared Douglas Callahan and Mary Eckard, personally known to me to be the Township
Trustee and Chairman of the Township Board, respectively, of Clay Township of Hamilton
County, Indiana, and acknowledged the execution of the foregoing Amendment No. 1 to Lease
for and on behalf of said Township.
WITNESS my hand and notarial seal this 8 .:y o. July, 2015.
My Commission Expires:
ANDREA KAY KECK
Marion County
My Commission Expires
November 30, 2015
(Printed Name)
My County of Residence:
This instrument was prepared by Brian C. Bosma, Kroger Gardis & Regas, LLP, 111 Monument
Circle, Suite 900, Indianapolis, Indiana 46204-5125.
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. Brian C. Bosma
4
SCHEDULE A
EXHIBIT A
CARMEL CLAY MUNICIPAL BUILDING CORPORATION
Clay Township, Indiana
Lease Rental Bonds, Series 2015
Lease Payment Schedule
Lease Semi -Annual
Payment Date Lease Payments
1/15/17 $ 366,000
7/15117 249,500
1/15/18 249,500
7/15/18 247,500
1/15/19 247,500
7/15/19 248,500
1/15/20 248,500
7/15/20 247,000
1/15/21 247,000
7/15/21 248,000
1/15/22 248,000
7/15/22 248,500
1/15/23 248,500
7/15123 248,500
1/15/24 248,500
7/15/24 248,000
1/15/25 248,000
7/15/25 249,500
1/15/26 249,500
7/15/26 249,500
1/15/27 249,500
7/15/27 249,000
1/15/28 249,000
7/15/28 248,000
1/15/29 248,000
7/15/29 249,000
1/15/30 249,000
7/15/30 249,500
1/15/31 249,500
7/15/31 249,500
1/15/32 249,500
7/15/32 249,000
1/15/33 249,000
7/15/33 248,500
1/15/34 248,500
7/15/34 249,000
1/15/35 249,000