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Amended Hamilton Element PIATTAMENDED AND RESTATED AGREEMENT FOR PAYMENTS IN ADDITION TO TAXES 2016048033 AGREEMENT $69.00 09/15/2016 02:32:34P 30 PGS Jennifer Hayden HAMILTON County Recorder IN Recorded as Presented 1111111111111111111111111111111111111111111111111111111111111111111 IN Hamilton Element (Previously Second Component) This Amended and Restated Agreement for Payment in Addition to Taxes (Hamilton Element/Previously Second Component) (the "Agreement"), executed this 4t" day of August, 2016, by and between The City of Carmel Redevelopment Commission ("CRC"), and CCC West, LLC, and CCC Phase I I ; LLC (collectively, the "Owner"), Witnesses: Recitals WHEREAS, CRC and Owner have executed the Original PIATT; WHEREAS, changes in circumstances subsequent to the execution of the Original PIATT require the amendment and restatement of the Original PIATT; and WHEREAS, CRC and Owner 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 Owner agree as follows: 1. Definitions. Applicable Rate shall mean the tax rate that is used for purposes of determining the Real Estate Taxes. Assessed Value shall mean the value of all or a portion of the Hamilton Element Property, as assessed by the Taxing Authorities for the purpose of determining Real Estate Taxes. Bonds shall mean the City of Carmel, Indiana, Redevelopment District Taxable Bonds of 2016 (City Center II Projects), which have been issued by the City in accordance with the Second Component Project Agreement. Casualty Damage shall mean damage to, or destruction of, all or any portion of the Hamilton Element Property. CCC shall mean Carmel City Center, LLC. City shall mean the City of Carmel, Indiana. Cure Period shall mean a period of 30 days after Owner receives notice specifying the nature of a failure by Owner to observe or perform any term or condition of this Agreement to be observed or performed by it; provided that, if the failure is of such a nature that it cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30-day period shall be extended as reasonably may be necessary for Owner to remedy the failure, so long as Owner: (a) commences to remedy the failure within the 30-day period; and (b) diligently pursues such remedy to completion. Event of Default shall have the meaning set forth in Subsection 6(a). Garage shall mean a six -story parking facility to be constructed on and within the Park East Garage Site (as defined in the Second Component Project Agreement), together with garage entrances and exits, ramps and drives, elevator lobbies, and related facilities. The Garage: (a) is the "Park East Garage" under the Second Component Project Agreement; (b) is a "Parking Facility", a "Public Improvement", and a "Financed Improvement" under the Remainder Project Agreement; and (c) excludes the Hamilton Element Hamilton Element shall mean approximately 28,000 square feet of street level retail and/or restaurant space, office space, and/or residential units to be constructed on and within the Hamilton Element Site. The Hamilton Element will appear to be part of the Garage because: (a) exterior structural surfaces of the Hamilton Element adjoin interior structural surfaces of the Garage; and (b) the exterior structural surfaces of the Hamilton Element and the Garage will be coordinated to give the impression that the Hamilton Element is part of the Garage; however, the Hamilton Element and the Garage are separate structures, and, for purposes of this Agreement, the Hamilton Element shall be separate and distinct from, and not a part of, the Garage. Hamilton Element Property shall mean, collectively, the Hamilton Element and the Hamilton Element Site. Hamilton Element Site shall mean that certain real estate delineated as the "Hamilton Element Site" on Exhibit A-1, and more particularly described on Exhibit A-2. The Hamilton Element Site: (a) is the "Hamilton Element Site" underthe Second Component Project Agreement; and (b) comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Hamilton Increment shall mean the allocated property tax proceeds that are: (a) generated from ad valorem real property taxes levied or imposed on or against the Hamilton Element Property; and (b) attributable to the assessment of the Hamilton Element Property above a base assessed value ("increment"), including such taxes attributable to an increased assessed value resulting from the construction of the Hamilton Element after the base assessed value has been determined; which allocated property tax proceeds (increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Hamilton Increment is: (a) the portion of the "New Improvements Increment" under the Remainder Project Agreement that is attributable to the Hamilton Element; and (b) the "Hamilton Increment" under the Second Component Project Agreement. Hamilton Increment Projections shall mean the projected annual Hamilton Increment, as set forth on Exhibit B. The Hamilton Increment Projections: (a) are the "Hamilton Increment Estimate" under the Second Component Project Agreement; and (b) have been approved by the "Financial Advisor" (as defined in the Second Component Project Agreement), as required by the Second Component Project Agreement. Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental or judicial rules, regulations, guidelines, orders, decrees, and/or judgments. Letter of Credit shall mean a letter of credit issued for the benefit of CRC: (a) by an institution that reasonably is satisfactory to CRC (which may include, without limitation, a bank holding company, a financial holding company, or a thrift holding company); (b) in an amount that reasonably is satisfactory to CRC; (c) that has a term of not less than one year; (d) that is irrevocable and payable on sight; (e) provides that if there is an Event of Default; then CRC shall have the right to make a draw thereon in the amount with respect to which the Event of Default applies, which draw may be made by presenting a certification signed by CRC and stating: (i) that there is an existing Event of Default; and (ii) the amount with respect to which the Event of Default applies, together with any additional amounts to which CRC is entitled as a result of such default; and (f) otherwise is on terms and conditions that reasonably are acceptable to CRC. Non -Payment Lien shall mean a lien against the Hamilton Element Property in the amount of all delinquent PIATT Payments, together with the interest that has accrued thereon, which lien shall be similar in type to a lien for real estate taxes (including that such lien shall have the same priority as a lien for real estate taxes). Accordingly, each Non -Payment Lien shall be prior to any mortgage or other lien or encumbrance on the Hamilton Element Property, other than the lien of current Real Estate Taxes not delinquent. Original PIATT shall mean that certain Agreement for Payments in Addition to Taxes (Second Component, Park East/Second Component Public Improvements) executed by and between CRC and Owner and dated February 18, 2015. The Original PIATT is superseded in its entirety by this Agreement. ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -2- PIATT Payment shall mean a payment in an amount determined pursuant to Subsection 3(b), which payment shall be made in accordance with Subsection 3(c). Projected Applicable Rate shall mean the rate projected to be the Applicable Rate, which projected rate was used to determine the Hamilton Increment Projections. Projected Assessed Value shall mean the value projected to be the Assessed Value, which projected value was used to determine the Hamilton Increment Projections. Real Estate Taxes shall mean all ad valorem real estate taxes that are levied, imposed, or charged on, against, for, or with respect to, all or a portion of the Hamilton Element Property by or for all Taxing Authorities, assuming application of the Applicable Rate to the Assessed Value without any credits, exemptions, deductions, or other reductions. All taxes, assessments, levies, impositions, duties, imposts, fees, contributions, and charges of any nature that, in whole or in part, are levied, imposed, or charged in substitution or replacement for or of ad valorem real estate taxes shall be deemed to be"Real Estate Taxes" for all purposes, notwithstanding the denomination or characterization of such taxes, assessments, levies, impositions, duties, imposts, fees, contributions, or charges. Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) executed by and among CRC, CCC, and Village Housing Corporation and dated December 7, 20117 as amended by that certain: (a) First Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) dated December 15, 2014; and (b) Second Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) of even date herewith. Second Component Project Agreement shall mean that certain Project Agreement (Second Component/Park East/SC Public Improvements) executed by and among CRC, CCC, and Owner and dated December 15, 2014, as amended and restated by that certain Amended and Restated Project Agreement (Second Component/Park East Garage/Hamilton Element/Second Component Public Improvements) of even date herewith executed by and among CRC, CCC, and Owner. Secured Financing shall mean the issuance of the Bonds, a proportionate share of the debt service with respect to which will be paid with the Hamilton Increment. If: (a) there is a restructuring of the Bonds; and/or (b) the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full and replaced with a new financing; and after such restructuring or replacement with a new financing, all or a proportionate share of the debt service for the Bonds or such other financing will be paid with the Hamilton Increment, then the restructured Bonds and/or the new financing shall constitute the "Secured Financing" for purposes of this Agreement. Tax Payment Lien shall mean an annually renewable lien against the Hamilton Element Property in an amount equal to: (a) the greater of: (i) the amount of the Hamilton Increment that actually is generated for the applicable calendar year; or (ii) the amount of the Hamilton Increment projected by the Hamilton Increment Projections to be generated for such calendar year; plus (b) costs and expenses (including reasonable attorneys' fees and other legal costs) incurred by CRC to enforce and/or foreclose the lien. The maximum aggregate amount secured by the Tax Payment Lien for the Term shall be: (i) the aggregate projected Hamilton Increment for the Term, as set forth in the Hamilton Increment Projections; together with: (ii) costs and expenses (including reasonable attorneys' fees and other legal costs) incurred by CRC to enforce and/or foreclose the Tax Payment Lien. Such lien shall: (a) secure for the benefit of CRC: (i) the obligations of Owner to pay when due the Real Estate Taxes and any PIATT Payments that become due and payable for the applicable calendar year; and (ii) all other obligations of Owner under this Agreement; (b) be in addition to the statutory lien of current Real Estate Taxes not delinquent; and (c) be similar in type to the statutory lien of current Real Estate Taxes not delinquent (including that such lien shall have the same priority as the statutory lien of current Real Estate Taxes not delinquent). Accordingly, each Tax Payment Lien shall: (a) be prior to any mortgage or other lien or encumbrance on the Hamilton Element Property, other than the statutory lien ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -3- of current Real Estate Taxes not delinquent; and (b) renew automatically every January 1 during the Term in its same priority. Taxing Authority shall mean the State of Indiana or any county, township, school corporation, library district, special district, municipality, or other governmental agency or authority in or of the State of Indiana, including, without limitation and when applicable, the City. Term shall mean the period set forth in Section 2. 2. Term. The "Term" of this Agreement shall: (a) commence on the date hereof; and (b) expire on the date on which the Secured Financing is repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full, other than in connection with a refinancing in which the new financing constitutes a Secured Financing; provided that, notwithstanding the foregoing, so long as there is no continuing Event of Default, the Term shall expire on the last day of the calendar year with respect to which the Hamilton Increment Projections apply, as set forth on Exhibit B. 3. Payments. (a) Payments. If, for any semi-annual period during or after the first year with respect to which the Hamilton Increment Projections apply, the Hamilton Element Property does not generate the amount of the Hamilton Increment projected by the Hamilton Increment Projections to be generated, then Owner shall make a PIATT Payment to CRC. (b) Amount. If Owner is required to make a PIATT Payment pursuant to Subsection 3(a), then the amount of the PIATT Payment shall be equal to the difference between: (i) the amount of the Hamilton Increment projected by the Hamilton Increment Projections to be generated for the applicable semi-annual period; minus (ii) the Hamilton Increment actually generated for such semi-annual period. Accordingly, as set forth in the Second Component Project Agreement, Owner in effect is "guaranteeing", for each semi-annual period, receipt of an amount at least equal to the Hamilton Increment Projections. (c) Date Due. For any semi-annual period with respect to which a PIATT Payment is due, such PIATT Payment shall be paid on the January 1 or July 1, as applicable, that first occurs after the expiration of the applicable semi-annual period. 4. Appeal Prohibition. (a) Notice. Regardless of whether a challenge or appeal otherwise is permitted pursuant to Subsection 4(b), Owner shall not challenge or appeal during the Term the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value without first providing to CRC written notice of such intended challenge or appeal at least 30 days in advance, thereby allowing CRC sufficient time to take such actions as it determines to be necessary or appropriate to be able to block, object to, or otherwise contest such challenge or appeal. (b) Prohibitions. During the Term, Owner shall not: (i) challenge or appeal the Assessed Value, the Applicable Rate, and/or the application of the Applicable Rate to the Assessed Value to the extent that such challenge or appeal that would cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value; and/or (B) the Applicable Rate to be less than the Projected Applicable Rate; or ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -4- (ii) take any direct or indirect steps or actions (including, without limitation, contacting or influencing Taxing Authorities) that would cause: (A) the Assessed Value to be less than 110% of the Projected Assessed Value; and/or (B) the Applicable Rate to be lower than the Projected Applicable Rate. 5. Casualty. (a) Casualty Damage. If there is Casualty Damage, then Owner shall: (i) commence reconstruction, repair, and/or replacement of the Hamilton Element Property as soon as reasonably is practicable pursuant to plans, specifications, and a schedule approved by CRC in the exercise of its reasonable discretion; (ii) complete such reconstruction, repair, and/or replacement: (A) in accordance with the approved plans, specifications, and schedule; and (B) so that, upon completion thereof, the Hamilton Element Property is in substantially the same (or better) condition as existed prior to the Casualty Damage; and (iii) pay all costs and expenses in connection with completing such reconstruction, repair, and/or replacements so that the Hamilton Element Property is free and clear of all claims and liens resulting from such reconstruction, repair, and/or replacements. (b) Casualty Insurance. During the Term, Owner shall maintain casualty insurance with respect to the Hamilton Element Property, the policy of which shall: (i) be issued by a reputable insurance company; and (ii) provide coverage on a replacement costs basis. If there is Casualty Damage, then the proceeds of the casualty insurance: (i) shall be used to pay the cost to reconstruct, repair, and/or replace the Hamilton Element Property; and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Hamilton Element Property. (c) Business Interruption. During the Term, Owner shall maintain business interruption insurance with coverage sufficient to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Hamilton Element Property following Casualty Damage. If there is Casualty Damage, then the proceeds of such insurance: (i) shall be used to pay Real Estate Taxes and any PIATT Payments due hereunder during the period in which Owner is reconstructing, repairing, and/or replacing the Hamilton Element Property; and (ii) shall not be used to prepay all or any portion of the principal balance of any loan that is secured by the Hamilton Element Property. 6. Defaults and Remedies. (a) Events of Default. It shall be an "Event of Default" if Owner fails to: (i) pay any Real Estate Taxes or PIATT Payments prior to delinquency; or (ii) perform or observe any term or condition of this Agreement to be performed or observed by it: (A) with respect to the obligation to maintain the insurance required to be maintained pursuant to Section 5, if such failure is not cured within five days; (B) with respect to the obligation to pay money, if such failure is not cured within ten days after such payment is due; and (C) with respect to any other obligation, if such failure is not cured within the Cure Period. All delinquent PIATT Payments shall bear interest at 12% per annum. (b) Liens. At any time when there are delinquent PIATT Payments, CRC may record a Non -Payment Lien. Owner hereby grants the Tax Payment Lien to CRC, thereby creating the Tax Payment Lien and encumbering the Hamilton Element Property in accordance with the terms and conditions of this Agreement. Owner acknowledges that the foregoing grant of the Tax Payment Lien: (i) creates the Tax Payment Lien; (ii) encumbers the Hamilton ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -5- Element Property in accordance with the terms and conditions of this Agreement; and (iii) renews automatically every January 1 during the Term in its same priority (prior to any mortgage or other lien or encumbrance on the Hamilton Element Property, other than the statutory lien of current Real Estate Taxes not delinquent. (c) Letter of Credit. At any time when there is not a continuing Event of Default, Owner may elect to post a Letter of Credit. If Owner posts a Letter of Credit as permitted pursuant to this Subsection, then, during the term of the Letter of Credit, the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien shall not apply. If: (i) Owner has posted a Letter of Credit; and (ii) as of the date that is ten business days prior to the expiration of the term thereof, Owner has not posted a replacement Letter of Credit; then the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien once again shall apply until such time as Owner posts a replacement Letter of Credit pursuant to this Subsection. (d) Remedies. Whenever an Event of Default occurs, CRC may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement, including, without limitation, enforcing and/or foreclosing any Non -Payment Lien and/or the Tax Payment Lien (or, if Owner has posted a Letter of Credit such that the terms and conditions of this Agreement with respect to Non -Payment Liens and the Tax Payment Lien do not apply, making a draw against the Letter of Credit); (ii) protect its rights under this Agreement; (iii) enforce the performance or observance by Owner of any term or condition of this Agreement (including, without limitation, the right to specifically enforce any such term or condition); or (iv) cure, for the account of Owner, any failure of Owner to perform or observe a material term or condition of this Agreement to be performed or observed by it. Owner acknowledges and agrees that if at any time, CRC enforces and/or forecloses the Tax Payment Lien, such enforcement and foreclosure shall have no effect on the Tax Payment Lien: (i) renewing automatically on the immediately following January 1 (and each January 1 thereafter during the Term) in the same priority (prior to any mortgage or other lien or encumbrance on the Hamilton Element Property, other than the statutory lien of current Real Estate Taxes not delinquent); (ii) securing payment of Real Estate Taxes and any PIATT Payments that become due and payable in the immediately following calendar year (and each calendar year thereafter during the Term); and/or (iii) being enforced and/or foreclosed by CRC in the immediately following calendar year (and/or any calendar year thereafter during the Term), even though the Tax Payment Lien may have been enforced and/or foreclosed by CRC in one or more previous calendar years. (e) Reimbursement. If CRC incurs any costs or expenses in connection with exercising its rights and remedies under, or enforcing, this Agreement (including, without limitation, costs or expenses to enforce and/or foreclose any Non -Payment Liens and/or the Tax Payment Lien), then Owner shall reimburse CRC for all such costs and expenses (including, without limitation, attorneys' fees and other legal costs), together with interest at the rate of 12% per annum; provided that, the aggregated reimbursement during the Term by Owner of costs and expenses incurred by CRC in connection with enforcing and/or foreclosing the Tax Payment Lien shall be capped at 10% of the aggregate projected Hamilton Increment for the Term, as set forth in the Hamilton Increment Projections. (f) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, CRC is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated; instead, each and every such right or remedy shall be cumulative and in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by CRC to exercise any right or remedy upon any Event of Default shall impair any such right or remedy, or be construed to be a ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -6- waiver thereof, and any such right or remedy may be exercised from time to time, and as often as may be deemed to be expedient. To entitle CRC to exercise any of its rights or remedies, it shall not be necessary for CRC to give notice to Owner, other than such notice as may be required by this Section or by the Laws. 7. Indemnification. Owner shall indemnify and hold harmless CRC from and against any and all claims, damages, injuries, losses, costs, and expenses (including, without limitation, attorneys' fees) arising from or connected with the breach by Owner of any term or condition of this Agreement. The foregoing indemnification obligation of Owner shall survive the expiration of the Term. 8. Binding Effect. This Agreement: (a) shall run with the Hamilton Element Property; (b) bind the Owner and each successor owner of all or any portion of the Hamilton Element Property; and (c) inure to the benefit of CRC. 9. 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: 317-844-3498, email: cmeyer carmel.in.gov, Attn: Corrie Meyer, with a copy to: Jennifer R. Shoup, Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, Facsimile: 317-231-9900, email: jrsO-wshlaw.com and to Owner at 770 3rd Avenue Southwest, Carmel, Indiana 46032, Facsimile: 317-587-0340, email: rbrown apedcor.net, Attn: Ron Brown. Either party may change its address for notice from time to time. 10. Authority. Each undersigned person executing this Agreement on behalf of CRC and Owner represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of CRC and Owner, 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 Owner, respectively. 11. Miscellaneous. This Agreement: (a) may be executed in separate counterparts, each of which shall be an original, but all of which together shall constitute a single instrument; (b) shall be governed by, and construed in accordance with, the laws of the State of Indiana; (c) may be modified only by a written agreement signed by both CRC and Owner; and (d) amends, restates, and supersedes the Original PIATT in its entirety. The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. All proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton County, Indiana. Owner waives, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right Owner may have to: (i) assert the doctrine of "forum non conveniens"; or (ii) object to venue. ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -7- IN WITNESS WHEREOF, CRC and Owner have executed this Agreement as of the date set forth above. ACKNOWLEDGMENT STATE OF INDIANA ) SS: COUNTY OF ) THE CITY OF C A R M E L REDS E OPMENT Cq MISSION w By: William ammer, President 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 Amended and Restated Agreement for Payments in Addition to Taxes (Hamilton Element/Previously Second Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 4th day of August, 2016. SHERRI J. LECHNER Nnz Hamilton County =,• ,- lily Commission Expires ''•" October 17,2023 My commission expires: 4(j'-- �� • J I am a resident ofCounty, ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -8- Notaryo • Printed Name: 03Aug16 ACKNOWLEDGMENT STATE OF INDIANA ) SS: COUNTY OF �k a_�,� ) THE CITY OF C A R M E L RED ,MENTPM COM N By: _ -� Henry Me9ets­k-y, Secretary Before me, a Notary Public in and for the State of Indiana, personally appeared Henry Mestetsky, the Secretary of The City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Hamilton Element/Previously Second Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 4th day of August, 2016. _�'•w�;:.•,.fSOEF"Il' ,10\�.�.:•4 CHRISTINA D. YOUNG UNGOTARY;`iaCarMn ounqf mmissioMy CoExpires � USL10A 2 My commission expires: I am a resident of County, ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second 03Aug16 Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -9- ACKNOWLEDGMENT STATE OF INDIANA ) SS: COUNTY OF CCC WEST, LLC By: Lauri&IjFr, Senior Vice -President Before me, a Notary Public in and for the State of Indiana, personally appeared Laurie Siler, the Senior Vice -President of CCC West, LLC, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Hamilton Element/Previously Second Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 4th day of August, 2016. ••''` Y p'''� SHERRI J. LECHNER .. "� ... Hamilton County �;�;�•,SEAL,: r.z lily Commission Expires '`►..s�;,.�.�•• October 17, 2023 My commission expires: �� • '�"�. am a resident of County, ZADocuments\Shoup, Jenny\City of Carmel\Parcel 5\Second Component -Park East-Hamilton\SC-Hamilton PIATT\Restated PIATT-Hamilton Element.wpd -1 0- By. Notary ff, ic Printed Name:�.��, ..� 03Aug 16 ACKNOWLEDGMENT STATE OF INDIANA ) COUNTY OF% ) SS: ) CCC PHASE II, LLC By: ..� Laurie Siler, Senior Vice -President Before me, a Notary Public in and for the State of Indiana, personally appeared Laurie Siler, the Senior Vice -President of CCC Phase 11, LLC, who acknowledged the execution of the foregoing Amended and Restated Agreement for Payments in Addition to Taxes (Hamilton Element/Previously Second Component) for and on behalf of such entity. Witness my hand and Notarial Seal this 4th day of August, 2016. •''' Yp•''• SHERRI J. LECHNER INOTMYHamilton :�• w.• sir: County My Commission Expires "'• • '' October 17, 2023 My commission expires: I am a resident of�T, County, By. Notary blic Printed Name:_, �, Return after recording to City of Carmel, Indiana, One Civic Square, Carmel, Indiana 46032, Attn: Corrie Meyer. This instrument was prepared by Jennifer R. Shoup, Attorney -At -Law, Wallack Somers & Haas, One Indiana Square, Suite 2300, Indianapolis, Indiana, 46204. 1 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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Ill Pill I ,.e. s • '1't��U m TX :1E Uj C--)4 V\.kloa A - I Park Reta 834.8 855.0 Park I Garac Floor: Undei garag above 849.01 Top o Wall E Park I Retail 835.41 PARK EAST GARAGE AND RETAIL © 2016 Carmel City Center, LLC Ndmues/ALLDATA/MS/DESIGN/PROJECTS/CA MEL CRY CENTER/CCC Dnwings/CCC Cap mcuan Doc/Budding E/Building E.Miscellaneous6-ey/Parcel S Legal Survey wda 2016 PARK EAST Building Footprints 2016.pin rk East Stair p of Retail Wa I I 5.00' rk East Garage 1per Floors Park East rice Garage 5B L50' to 855.00 rk East Retail 2B 7.50' to 851.00 --Adjoiner Line rk East Retail 2A 7.50' to 858.00 iderside of rage slab above tail2; 851.00' 0' 10, 40' Scale www.carmelcitycenter.com 1 04.25.16 Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail IA.docx LAND DESCRIPTION Park East Retail lA A portion of the property of CCC Phase II, LLC Part of Instrument Number 2013 021629 April 22, 2016 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 835.40 feet (Finish Floor of Retail) to elevation 849.00 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 373.87 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence continue South 89 degrees 12 minutes 13 seconds West 50.27 feet along said common line; thence North 00 degrees 00 minutes 00 seconds East 2.36 feet; thence South 90 degrees 00 minutes 00 seconds West 6.38 feet; thence North 00 degrees 00 minutes 00 seconds East 3.85 feet; thence North 90 degrees 00 minutes 00 seconds East 3.95 feet; thence North 00 degrees 00 minutes 00 seconds East 47.65 feet; thence North 90 degrees 00 minutes 00 seconds East 52.70 feet; thence South 00 degrees 00 minutes 00 seconds West 53.16 feet to the POINT OF BEGINNING, containing 2829.9 square feet (0.0650 acres), more or less Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail IB.docx LAND DESCRIPTION Park East Retail 1B A portion of the property of CCC Phase II, LLC Part of Instrument Number 2013 021629 April 22, 2016 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 835.40 feet (Finish Floor of Retail) to elevation 855.00 (Top of Retail Wall) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line. of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 430.52 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 1.78 feet to the POINT OF BEGINNING of this description; thence South 90 degrees 00 minutes 00 seconds West 3.93 feet; thence North 00 degrees 00 minutes 00 seconds East 26.08 feet; thence South 90 degrees 00 minutes 00 seconds West 2.33 feet; thence North 00 degrees 00 minutes 00 seconds East 26.09 feet; thence North 90 degrees 00 minutes 00 seconds East 10.22 feet; thence South 00 degrees 00 minutes 00 seconds West 47.65 feet; thence South 90 degrees 00 minutes 00 seconds West 3.95 feet; thence South 00 degrees 00 minutes 00 seconds West 4.52 feet to the POINT O"F BEGINNING, containing 454.5 square feet (0.0104 acres), more or less Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmplovees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 1C.docx LAND DESCRIPTION Park East Retail I C A portion of the property of CCC Phase II, LLC Part of Instrument Number 2013021629 April 22, 2016 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 834.83 feet (Finish Floor of Retail) to elevation 849.00 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the' easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 373.87 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 53.16 feet to the POINT OF BEGINNING of this description; thence South 90 degrees 00 minutes 00 seconds West 52.70 feet; thence North 00 degrees 00 minutes 00 seconds East 142.89 feet; thence North 90 degrees 00 minutes 00 seconds East 52.70 feet; thence South 00 degrees 00 minutes 00 seconds West 142.89 feet to the POINT OF BEGINNING, containing 7529.4 square feet (0. 1729 acres), more or less Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\ParceI 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 1D.docx LAND DESCRIPTION Park East Retail ID A portion of the property of CCC Phase II, LLC Part of Instrument Number 2013 021629 April 22, 2016 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 834.83 feet (Finish Floor of Retail) to elevation 855.00 (Top of Retail Wall) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 373.87 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 53.16 feet; thence South 90 degrees 00 minutes 00 seconds West 52.70 feet to the POINT OF BEGINNING of this description; thence South 90 degrees 00 minutes 00 seconds West 7.72 feet; thence North 00 degrees 00 minutes 00 seconds East 92.50 feet; thence South 90 degrees 00 minutes 00 seconds West 6.00 feet; thence North 00 degrees 00 minutes 00 seconds East 51.48 feet; thence North 90 degrees 00 minutes 00 seconds East 12.50 feet; thence South 00 degrees 00 minutes 00 seconds West 1.10 feet; thence North 90 degrees 00 minutes 00 seconds East 1.22 feet; thence South 00 degrees 00 minutes 00 seconds West 142.89 feet to the POINT OF BEGINNING, containing 1419.3 square feet (0.0326 acres), more or less U Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail IE.docx LAND DESCRIPTION Park East Retail lE A portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 835.90 feet (Finish Floor of Retail) to elevation 849.00 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 373.87 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence South 00 degrees 00 minutes 00 seconds West 11.84 feet; thence South 90 degrees 00 minutes 00 seconds West 0.75 feet; thence South 00 degrees 00 minutes 00 seconds West 4.40 feet; thence South 90 degrees 00 minutes 00 seconds West 55.90 feet; thence North 00 degrees 00 minutes 00 seconds East 3.77 feet; thence North 90 degrees 00 minutes 00 seconds East 26.40 feet; thence North 00 degrees 00 minutes 00 seconds East 11.30 feet; thence South 90 degrees 00 minutes 00 seconds West 20.02 feet; thence North 00 degrees 00 minutes 00 seconds East 0.48 feet to said common line; thence North 89 degrees 12 minutes 13 seconds East 50.27 feet to the POINT OF BEGINNING, containing 593.5 square feet (0.0136 acres), more or less s Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBaneEmployees\Carla\Ron\CCC\Pareel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 1 F.docx LAND DESCRIPTION Park East Retail IF A portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 835.90 feet (Finish Floor of Retail) to elevation 856.50 (Top of Retail Wall) (NGVD 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 (Basisg 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) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.5 01-acre tract granted to the Carmel Redevelopment Commission ."CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office • thence South 89 degrees 12 minutes 13 seconds West 373.87 feet along said easterly projection and said common line; thence South 00 degrees 00 minutes 00 se conds West 11.84 feet; thence South 90 degrees 00 minutes 00 seconds West 0.75 feet; thence South 00 degrees 00 minutes 00 seconds West 4.40 feet to the POINT OF BEGINNING of this description; thence South 00 degrees 00 minutes 00 seconds West 1852 f. thence South 90 degrees 00 minutes 00 seconds West 59.83 feet; thence North feet; , 00 deg rees 00 minutes 00 seconds East 22.50 feet; thence North 90 degrees 00 minutes 00 seconds East 3.94 feet; thence South 00 degrees 00 minutes 00 seconds West 3.98 feet; thence North 90 degrees 00 minutes 00 seconds East 55.90 feet to the POINT OF BEGINNING, containing 1123.5 square feet (0.0258 acres), more or less I'd Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 51Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 2A.docx LAND DESCRIPTION Park East Retail 2A A portion of the property of CCC Phase II, LLC & CCC Nash, LLC Parts of Instrument Numbers 2013021629 & 2012080823, respectively April 22, 2016 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 837.50 feet (Finish Floor of Retail) to elevation 858.00 (Top of Retail Wall) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern- line of said. CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in * said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 226.02 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence continue South 89 degrees 12 minutes 13 seconds West 27.59 feet along said common line; thence North 00 degrees 00 minutes 00 seconds East 0.57 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 3.09 feet; thence North 90 degrees 00 minutes 00 seconds East 3 0.3 3 feet; thence South 00 degrees 00 minutes 00 seconds West 3.27 feet to the POINT OF BEGINNING, containing 67.6 square feet (0.0016 acres), more or less Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2010' Legal Descriptions\Retail Individual\14-045 Park East Retail 2B.docx LAND DESCRIPTION Park East Retail 2B A portion of the property of CCC Phase II, LLC Part of Instrument Number 2013 021629 April 22, 2016 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 8 3 7.50 feet (Finish Floor of Retail) to elevation 8 5 1. 00 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence continue South 89 degrees 12 minutes 13 seconds West 56.67 feet along said common line; thence North 00 degrees 00 minutes 00 seconds. East 4.16 feet; thence North 90 degrees 00 minutes 00 seconds East 53.92 feet; thence South 00 degrees 00 minutes 00 seconds West 2.80 feet; thence North 90 degrees 00 minutes 00 seconds East 2.75 feet; thence South 00 degrees 00 minutes 00 seconds West 0.57 feet to the POINT OF BEGINNING, containing 205.6 square feet (0.0047 acres), more or less !I> Donald R. Mosson Page 1 8/26/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 2C.docx LAND DESCRIPTION Park East Retail 2C A portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 837.50 feet (Finish Floor of Retail) to elevation 858.00 (Top of Retail Wall) (NGVD 1929), more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18 North, Range.' 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) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 226.02 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence South 00 degrees 00 minutes 00 seconds West 31.05 feet; thence South 45 degrees 00 minutes 00 seconds West 8.15 feet; thence South 90 degrees 00 minutes 00 seconds West 77.74 feet; thence North 00 degrees 00 minutes 00 seconds East 15.24 feet; thence North 90 degrees 00 minutes 00 seconds East 55.92 feet; thence North 00 degrees 00 minutes 00 seconds East 21.18 feet to said common line; thence North 89 degrees 12 minutes 13 seconds East 27.59 feet along said common line to the POINT OF BEGINNING, containing 1854.9 square feet (0.0426 acres), more or less 0 Donald R. Mosson Page 1 8/3/2016 M:\MS\BANDS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 2D.docx LAND DESCRIPTION Park East Retail 2D A portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 837.50 feet (Finish Floor of Retail) to elevation 851.00 (Underside of Garage Slab) (NGVD 1929), more particularly described as follows: Commencing at the Northeast Corner of the Northeast Quarter of said Section 3 6, 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) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.5 01-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line to the POINT OF BEGINNING of this description; thence South 00 degrees 00 minutes 00 seconds West 21.18 feet; thence South 90 degrees 00 minutes 00 seconds West 55.92 feet; thence North 00 degrees 00 minutes 00 seconds East 7.67 feet; thence South 90 degrees 00 minutes 00 seconds West 0.75 feet; thence North 00 degrees 00 minutes 00 seconds East 12.72 feet to said common line; thence North 89 degrees 12 minutes 13 seconds East 56.67 feet along said common line to the POINT OF BEGINNING, containing 1172.4 square feet (0.0269 acres), more or less /D Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEinplovees\Carla\Ran\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 3 04-22-2016.docx LAND DESCRIPTION Park East Retail 3 A portion of the property of CCC Phase II, LLC & CCC Nash, LLC Parts of Instrument Numbers 2013021629 & 2012080823, respectively April 22, 2016 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 838.75 feet (Finish Floor of Retail) to elevation 861.00 (Top of Retail Wall) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line 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 256.23 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 24.35 feet to the POINT OF BEGINNING of this description; thence continue North 00 degrees 00 minutes 00 seconds East 121.01 feet; thence North 90 degrees 00 minutes 00 seconds East 32.95 feet crossing the western line of the 0.967-acre tract of land granted to CCC Nash, LLC ("Nash tract") (recorded as Instrument Number 2012080283 in said Recorder's Office); thence South 00 degrees 00 minutes 00 seconds West 121.01 feet parallel with the western line of said Nash tract; thence South 90 degrees 00 minutes 00 seconds West 32.95 feet crossing said western line to the POINT OF BEGINNING, containing 3987.5 square feet (0.092 acres), more or less Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 4A.docx LAND DESCRIPTION Park East Retail 4A A. portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 834.50 feet (Finish Floor of Retail) to elevation 849.50 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.5 01-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 3.84 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 207.12 feet to the POINT OF BEGINNING of this description; thence South 90 degrees 00 minutes 00 seconds West 54.17 feet; thence North 00 degrees 00 minutes 00 seconds East 47.03 feet; thence North 90 degrees 00 minutes 00 seconds East 3 0.5 8 feet; thence South 00 degrees 00 minutes 00 seconds West 8.84 feet; thence North 90 degrees 00 minutes 00 seconds East 25.97 TPV L VFPt; thence North 00 degrees 00 minutes 00 seconds East 8.19 feet; thence North 90 1V degrees 00 minutes 00 seconds East 0.37 feet; thence South 00 degrees 00 minutes 00 seconds West 17.68 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence South 00 degrees 00 minutes 00 seconds West 28.70 feet to the POINT OF BEGINNING, containing 2368.1 square feet (0.0544 acres), more or less I a Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Pareel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Retail 4B.docx LAND DESCRIPTION Park East Retail 4B A portion of the property of CCC Phase II, LLC & The City of Carmel Redevelopment Commission Parts of Instrument Number 2013021629 & 200600064025, respectively April 22, 2016 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 834.50 feet (Finish Floor of Retail) to elevation 855.00 (Top of Retail Wall Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as. Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 3.84 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 207.12 feet to the POINT OF BEGINNING of this description; thence continue North 00 degrees 00 minutes 00 seconds East 28.70 feet; thence North 90 degrees 00 minutes 00 seconds East 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 18.42 feet; thence North 90 degrees 00 minutes 00 seconds East 13.21 feet; thence South 75 degrees 00 minutes 00 seconds East 27.99 feet; thence South 00 degrees 00 minutes 00 seconds West 27.51 feet; thence South 75 degrees 00 minutes 00 seconds West 27.64 feet; thence South 15 degrees 00 minutes 00 seconds East 5.39 feet; thence South 90 degrees 00 minutes 00 seconds West 17.70 feet to the POINT OF BEGINNING, containing 1646.5 square feet (0.0378 acres), more or less 13 Donald R. Mosson Page 1 8/3/2016 M:\MS\BANKS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\L egals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Service Garage 5A.docx LAND DESCRIPTION Park East Service Garage 5A A portion of the property of the City of Carmel Redevelopment Commission Part of Instrument Number 200600064025 April 22, 2016 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 834.50 feet (Finish Floor of Retail) to elevation 849.50 (Underside of Garage Slab) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668* in the Office of the Recorder of Hamilton County, Indiana). 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 3.84 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 165.58 feet to the POINT OF BEGINNING- of this description; thence South 90 degrees 00 minutes 00 seconds West 54.17 feet; thence North 00 degrees 00 minutes 00 seconds East 41.53 feet; thence North 90 degrees 00 minutes 00 seconds East 54.17 feet; thence South 00 degrees 00 minutes 00 seconds West 41.53 feet to the POINT OF BEGINNING, containing 2249.8 square feet (0.0516 acres),, more or less 1Lj Donald R. Mosson Page 1 8/3/2016 M:1MS\BANDS\PedBancEmployees\Carla\Ron\CCC\Parcel 5\Legals\Land Swap\Garage\2016 Legal Descriptions\Retail Individual\14-045 Park East Service Garage 5B.docx LAND DESCRIPTION Park East Service Garage 5B A portion of the property of CCC Phase II, LLC & The City of Carmel Redevelopment Commission Parts of Instrument Number 2013021629 & 200600064025, respectively April 22, 2016 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 834.50 feet (Finish Floor of Retail) to elevation 855.00 (Top of Retail Wall) (NGVD 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 Carmel City Center, LLC ("CCC tract") (recorded as Instrument Number 200600060668 in the Office of the Recorder of Hamilton County, 'Indiana) 1091.80 feet along the East Line of said Northeast Quarter to the easterly projection of the southern line of said CCC tract and the northern line of the 0.501-acre tract granted to the Carmel Redevelopment Commission ("CRC tract") (recorded as Instrument Number 200600064025 in said Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 253.61 feet along said easterly projection and said common line; thence North 00 degrees 00 minutes 00 seconds East 3.84 feet; thence South 90 degrees 00 minutes 00 seconds West 2.75 feet; thence North 00 degrees 00 minutes 00 seconds East 164.91 feet to the POINT OF BEGINNING of this description; thence continue North 00 degrees 00 minutes 00 seconds East 42.21 feet; thence North 90 degrees 00 minutes 00 seconds East 17.70 feet; thence South 15 degrees 00 minutes 00 seconds East 17.77 feet; thence South 75 degrees 00 minutes 00 seconds West 4.00 feet; thence South 15 degrees 00 minutes 00 seconds East 18.42 feet; thence South 75 degrees 00 minutes 00 seconds West 24.02 fee to the POINT OF BEGINNING, containing 806.9 square feet (0.0185 acres), more or less I S CARMEL CITY CENTER ASSESSMENT PROJECTIONS FOR GARAGE RETAIL BUILDING Assuming: RE Tax Rate Pass Thru for TIF: 1.84530% Assuming: Growth rate in the assessed value 0.00% All numbers are estimates and i ' Constr End: 9/1/2017 subject to revisions. '1'ax P 05/10/14 1.8453% - 11/10/14 1.8453% - 05/10/15 1.8453% - 11/10/15 1.8453% - 05/10/16 1,8453% - 1 11/10/16 1.8453% - 05/10/17 - 1.8453% - 2 11/10/17 - 1.8453% - 05/10/18 2,001,489 1.8453% 18,467 3 11/10/18 2,001,489 1.8453% 18,467 05/10/19 41002,979 1.8453% 36,933 4 11/10/19 402,979 1.8453% 36,933 05/10/20 402,979 1.8453% 36,933 5 11/10/20 4,002,979 1.8453% 36,933 05/10/21 49002,979 1.8453% 36,933 6 11/10/21 402,979 1.8453% 36,933 05/10/22 402,979 1.8453% 36,933 7 11/10/22 4,002,979 1.8453% 36,933 05/10/23 4,002,979 1.8453% 367933 8 11/10/23 4021979 1.8453% 36,933 05/10/24 4,002,979 1.8453% 36,933 9 11/10/24 4,002,979 1.8453% 36,933 05/10/25 47002,979 1.8453% 369933 10 11/10/25 402,979 1.8453% 36,933 05/10/26 402,979 1.8453% 36,933 11 11/10/26 402,979 1.8453% 36,933 05/10/27 4,002,979 1.8453% 36,933 12 11/10/27 4,002,979 1.8453% 361933 05/10/28 4,002,979 1.8453% 367933 13 11/10/28 402,979 1.8453% 36,933 05/10/29 47002,979 1.8453% 367933 14 11/10/29 4,0021)979 1.8453% 36,933 05/10/30 402,979 1.8453% 36,933 15 11/10/30 4,0021)979 1.8453% 367933 05/10/31 4,002,979 1.8453% 36,933 16 11/10/31 4-002,979 1.8453% 36,933 05/10/32 4,002,979 1.8453% 36,933 17 11/10/32 41)002,979 1.8453% 36,933 05/10/33 4,002,979 1.8453% 367933 18 11/10/33 4021)979 1.8453% 36,933 05/10/34 402,979 1.8453% 361)933 19 11/10/34 4,0021)979 1.8453% 36,933 05/10/35 4,002,979 1.8453% 36,933 20 11/10/35 402X9 1.8453% 36,933 05/10/36 402,979 1.8453% 36,933 21 11/10/36 4102,979 1.8453% 36,933 05/10/37 4,002,979 1.8453% 367933 22 11/10/37 402,979 1.8453% 36,933 05/10/38 402,979 1.8453% 36,933 23 11/10/38 402X9 1.8453% 36,933 05/10/39 402,979 1.8453% 36,933 24 11/10/39 4,002X9 1.8453% 36,933 05/10/40 47002,979 1,8453% 36,933 25 11/10/40 4,002,979 1.8453% 36,933 f- 1 1,662,007 1,495,806