Amended Kent PIATTAMENDED AND RESTATED
AGREEMENT FOR PAYMENTS
IN ADDITION TO TAXES
Kent Project
2016048032 AGREEMENT $39.00
09/15/2016 02:32:34P 15 PGS
Jennifer Hayden
HAMILTON County Recorder IN
Recorded as Presented
11111111111111111111111111111111111111111111111111111 1111 IlIIII
This Amended and Restated Agreement for Payment in Addition to Taxes (Kent Project) (the
"Agreement"), this 4 hday of August, 2016, by and between The City of Carmel Redevelopment
Commission (,, CRCu�
) and CCC Kent, LLC (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 Kent 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 11 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 Kent 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).
Kent 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 Kent Property; and (b) attributable to the assessment of
the Kent Property above a base assessed value ("increment"), including such taxes attributable to an
increased assessed value resulting from the construction of the Kent Project 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 Kent Increment is: (a) the portion of the "New Improvements
Increment" under the Remainder Project Agreement that is attributable to the Kent Project; and (b) the "Kent
Increment" under the Second Component Project Agreement.
Kent Increment Projections shall mean the projected annual Kent Increment, as set forth on Exhibit B. The
Kent Increment Projections: (a) are the "Kent 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.
Kent Project shall mean: (a) a three-story building consisting of approximately 111,000 square feet, and
related facilities, to be constructed on the Kent Project Site, which building will house residential units; and
(b) the Kent Public Improvements. The building to be constructed as part of the Kent Project: (a) is the "Kent
Building" under the Second Component Project Agreement and the Kent Project Agreement; and (c) is a
"Building", and a "New Improvement", under the Remainder Project Agreement.
Kent Project Agreement shall mean that certain Project Agreement (Kent Project) executed by and between
CRC and Owner and dated February 18, 2015, as amended by that certain Amendment to Project Agreement
(Kent Project) of even date herewith executed by and between CRC and Owner
Kent Project Site shall mean that certain real estate delineated as the "Kent Project Site" on Exhibit A-1, and
more particularly described on Exhibit A-2. The Kent Project Site.. (a) is the "Kent Project Site" under the
Second Component Project Agreement and the Kent Project Agreement; and (b) comprises a portion of the
real estate defined in the Remainder Project Agreement as "Parcel 2 (Residential)".
Kent Property shall mean, collectively, the Kent Project and the Kent Project Site.
Kent Public Improvements shall mean "Public Improvements" (as defined in the Remainder Project
Agreement) to be constructed on the Kent Project Site. The Kent Public Improvements are: (a) the "Kent
Public Improvements" under the Second Component Project Agreement; and (b) "Public Improvements" and
"Financed Improvements" under the Remainder 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: (1) 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 Kent 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 Kent
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 (Kent Project) 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 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.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 Kent Increment Projections.
Projected Assessed Value shall mean the value projected to be the Assessed Value, which projected value
was used to determine the Kent 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 Kent 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, 20111
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, CCC West, LLC, and
CCC Phase II, LLC, 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, CCC West, LLC, and CCC
Phase II, LLC.
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 Kent 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 Kent 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 Kent Property in an amount equal to. -
(a) the greater of: (i) the amount of the Kent Increment that actually is generated for the applicable calendar
year; or (ii) the amount of the Kent Increment projected by the Kent 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 Kent Increment for the Term, as set
forth in the Kent Increment Projections; togetherwith: (ii) costs and expenses (including reasonable attorneys'
fees and other legal costs) incurred by CRC to enforce and/orforeclose 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
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.wpd -3-
Kent Property, other than the statutory lien 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 Kent 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 Kent Increment Projections apply, the Kent Property does not generate the
amount of the Kent Increment projected by the Kent 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 Kent Increment projected by the Kent Increment Projections
to be generated for the applicable semi-annual period; minus (ii) the Kent 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 Kent 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 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.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 Kent 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 Kent 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 Kent
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 Kent 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 Kent 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 Kent 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
Kent 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
Kent 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 Kent 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 Kent 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 Kent 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
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.wpd -5-
encumbrance on the Kent 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 Kent 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 Kent Increment for the
Term, as set forth in the Kent 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
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
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.wpd -6-
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 Kent Property; (b) bind the Owner and each
successor owner of all or any portion of the Kent 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: cmeyerQcarmel.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: jrs�wshlaw.com and to owner at770 3rdAvenue Southwest, Carmel,
Indiana 46032, Facsimile: 317-587-0340, email: rbrowngpedcor.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 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.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
REDE ELOPMENT C MISSION
By:
William Hammer, Presid nt
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 (Kent Project) for and
on behalf of such entity.
Witness my hand and Notarial Seal this 4th day of August, 2016.
, ,"� t
SHERRI J. LECHNER
'
Hamilton County
MY Commission Expires
p
�,,;
►g`'�
October 17, 2023
My commission expires: fib- `A •�3
I am a resident of )'a(3�,��.�5�,� County, -1ri,����
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent BuildinglKent
PIATT\Restated PIATT-v2.wpd -8-
By: k-t14",
Notary u lic
Printed Name: o
ACKNOWLEDGMENT
STATE OF INDIANA )
r ) SS:
COUNTY OFtizLIL-V)
THE CITY OF C A R M E L
REDEV I.OPMENT COMMISSION
By:
Henry Meste s 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 (Kent
Project) for and on behalf of such entity.
Witness my hand and Notarial Seal this 4th day of August, 2016.
By:
Notary Public
Printed Name:
My commission expires:
I am a resident of
County,
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATT\Restated PIATT-v2.wpd -9-
ACKNOWLEDGMENT
STATE OF INDIANA )
SS:
COUNTY OF )
CCC KEN , LLC
By: I Awi�e 0
Laur Si r, 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 Kent, LLC, who acknowledged the execution of the foregoing Amended and
Restated Agreement for Payments in Addition to Taxes (Kent Project) for and on behalf of such entity.
Witness my hand and Notarial Seal this 4th day of August, 2016.
My commission expires:
I am a resident of
County,
By:
Notary Public
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.
ZADocuments\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
PIATTARestated PIATT-v2.wpd -1 0-
INDEX TO EXHIBITS
Exhibit A-1 Kent Project Site Depiction
Exhibit A-2 Kent Project Site Description
Exhibit B Kent Increment Projection - Year by year
Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 2-Office and Retail
Redevelopment -including corner parcel\Parcel 2-Kent Building\Kent
P IATT\Restated P IATT-v2.wpd -1 1 -
.+_ x .o t11'•. ,A1xyAp tid. ._i rtVH' '
Ak
.1
r4Y Y� ,f r
pit t!; • i
r t
,
1..�•, 1k,( �t x c� �C,7twy a y-p. 31��
14�J i Fd tl��tltk.$�3 �Lwiltt�t����`0�t' 1 1
-
1
, - i ' i�rC';.tx�.�'tu%+e1r� �ii•'l?1•. ,tt1t'�'.�{+jh
. d�'r��i 1�,,'�,�•'�!•�i�:"�-,, i'�!�`rX���r.iw.,i►9I� ��w �:,ue°,y= �a','ti'u1.',r�+r��"i ....�.
{xfiMS+at:9w ..+.,....„. /ttdt+++n+*rfn.uams+woun* ••n.+•.r «.............•..l3.Rii iQSi%tiCSSifPy,ffi,C.i Ax'I. Atdla.4S'dY�ro�i,;G t1 .w'RS ztM Ai'•t.n:+,nfsa=�trx .tlk=,,lt .a nrrs,w•M•. invw•u +zr., e� �L tt �;
.+wr«..�.� �- t , s<t"' pttn t••. c' Ott , t,, IM f `j`'y °it 1 1 j�y ii : t fi
��' �i 1����1���'d` �y ��ryC�1 �•i�,St�� i��ttib ,��TrL� t'� t�} l,t t,� t,. ! �i'°'�r} ,. $,;
:' 7 • 2 t , "•i jig 1 �j n V.+` ^3 ` , ` i t t :
• • ..x• r �t�`. � :�, � �': � .r r. x� axt tip, � �� �`* 3i ;"l1� t'+? \ {', �
! �,•C'ti' � �1#0�� ��'` t; '�� Prt� �1j `�tp:4, ,� '� t,f�� i 't 1
, r �, ' � t r •� rf, tt', ,� r +
w �. rt h�,t ,'' •'i. •t. lti 1 r
w St �, �t tt'�i � t,�. �l C r'`�ti •+W � ,`� ,�� j�
• yt fry 4t � t� i t ivzlot
w �• ice. {�ylr:1�� •r�.•r• 1Ce 4. k ut °VP C7,t �jy+ rx } v
r t
� , J"•, . �V':"r; ����7 b�hx� � ���i� �'�*`�t v � :�t i � tr^ J �,t�.i �� ' V;,
�'.w � �� t • �' � . n.tV �' + '�Ji,rv' t+l 1 '� t ti \A s 1 .\
.t , x, r�p•�t �,�, ��"�Vs)tt't 4�a-,�" ht+� � .•x'+�'.AXtrJ ` S,Jfiy t x ,,
' t iC �,, {� 14 t if 'y ,�,t11a� i `li b `Stt ti y:•� ' t ,�
U�tliRu:fRDixlt+rtdmst'+AYnt ``E. k { > _. 't� �',Lx; 1,•�d x i� td?� Ma=iSUkdi�f�....«• Y . '•"''ir• �� ,�..".�_.,... �+,:� `a1
ME ams
•T a mk WwmmoFii+l�!lrJ:m01,
���'+++a �� w� YCt�Sy't ik i." } t`` x t = •
• � '� �rw "• N M M ..- A /- sr I- •, •, { M'.•"R"' .'1 "'1t • '� Q�ii1. �%i.. A��..�I�• r�i/li.�.iLtil�., � ,itd•`iM�Q7 � ' .,` tYi. �
ilk
�• �� # � � d! n e �33`tt'3 ���` �
tTm
rwrf�IT•R
t�
�r
wrrwMMwrlrwrr
� t , t�t'-���`���"-i'��'}'t*'"�6'�7+� +�� �` `ter► rptr�s'fC}����`�'�t��lt.�so
jo
riag
Y j � >��' Sit` , %�t,� i'x ',?ts��Y' � �'.4 ► At;Ai1�•�
• _ � ( } r' t 1tit �• t a `p
(�' (ni rs.t ki #' t i�i�F�k '1'yN 1•x t t 1 dt`t •Y �r S + �1 Z�� '�,�"��� ' • i,R ��
a a sarr•rsar:accoru �.,i++' •�"4�„1,�•�� 4 f �ti t$ { i ,� t t '` G + U �t '� ��
* �� �} \� aixtdi" idwt>��i 1('Y�S`SSrrti',��(t 11. + t'F��Ai l �t = v .y �.'° vi9n/ey �.::a4' ■■®®®■■■fly �/4a��, °;.. •
j; i � t 1 v x ? SiX t• s. n' wt+� t v .�'' �t�.3 �`Cx t+st i d i.�SA�:.GaW �tl
• T' eel t 'Sr�t t`�t 4 � 1 d 1i �, •�q i d � ..c.N�t���•C'.�,��, � ,,,... 1 t
•� ,�+�#'�r� �, Y�,•({rl�`,+t��,'�7"}fdt� �i t�`" ka�fc�'i r{ ua�x +1�+t"'.�1.}�W� ..u° ®®®■®■®■�
�� � 3° �'+i�;.�t�°��1�.��'���S��w`N.��C~v"H�'ai *s�l���a"x�" 'J ■®■ir�■�® �■�■�■��■� ` r �yy�
� ' � � • w11r>Me11��� �• .•� frrrr,rl.Mwlre•rr�srr � �I�
.. , \Ir...—.� �':,"�'Yf�`r•r� y� ice- .�►. * 4 ' t t •iml � Q t1,ei1 ' �'
j /fit tas3!Tliiii ,�
�� � irjl• . .� i:i::•ii� � .w..1j� � •�v;. r�'.�� ��, t•rJ �������i�9S`t I`•.��.ti,'t`'{t ,�� �.
•'� i; G IMF
r;�.iiuMw=r.w b ''
�`•ra1 :rAA1M+�1! '•%!�1I4�.�l�i _ .asw•
! tliilmie.l��A t4� `r i.�.�!o�D;+ylsru3^r���r.•�iG1�'iir~.'ItT'Jr
' • � t ,�btl�! , sx•• awa
EY..,.,A vs vlov A -- z
LEGAL DESCRIPTION
Kent Project
Part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East of the Second
Principal Meridian, Clay Township, Hamilton County, Indiana, more particularly described as
follows:
Commencing at the Northeast Corner of the Northeast Quarter of said Section 36, Township 18
North, Range 3 East; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing)
1177.71 feet along the North Line of said Northeast Quarter to the centerline of 3`d Avenue SW
as shown on the Carmel City Center Drive Road Plans, Project No. 97-10A (the following two
(2) courses are along said centerline); (one) South 00 degrees 12 minutes 13 seconds West 26.53
feet; (two) South 00 degrees 46 minutes 33 seconds East 784.74 feet; thence South 89 degrees 48
minutes 03 seconds West 60.05 feet to the western right-of-way line of said 3rd Avenue SW
(recorded as Instrument Number 9909923663 in the Office of the Recorder of Hamilton County,
Indiana) and the POINT OF BEGINNING of this description (the following two (2) courses are
along said western right-of-way; (one) South 00 degrees 46 minutes 33 seconds East 59.70 feet;
(two) South 00 degrees 21 minutes 43 seconds East 317.61 feet (measured) 317.60 feet —Deed)
to the southern line of the tract of land described in the Affidavit subscribed and sworn to by
Helen Moffitt Mueller (recorded as Miscellaneous Record 48, pages 462 and 463 in said
Recorder's Office); thence South 89 degrees 12 minutes 13 seconds West 139.06 feet along said
southern line; thence North 00 degrees 00 minutes 00 seconds East 96.06 feet; thence South 90
degrees 00 minutes 00 seconds West 40.00 feet; thence North 00 degrees 00 minutes 00 seconds
East 54.42 feet; thence South 90 degrees 00 minutes 00 seconds West 8.25 feet; thence North 00
degrees 00 minutes 00 seconds East 108.64 feet; thence South 90 degrees 00 minutes 00 seconds
West 53.08 feet to the eastern line of the 0.260-acre tract of land granted to Pedcor Residential,
LLC ("Park Area") (recorded as Instrument Number 2013035146 in said Recorder's Office (the
following ten (10) courses are along the boundary of said Park Area); (one) South 00 degrees 10
minutes 38 seconds East 10.71 feet (measured) (South 00 degrees 10 minutes 39 seconds East
10.72 feet —Deed); (two) South 89 degrees 48 minutes 03 seconds West 135.37 feet; (three)
North 00 degrees 11 minutes 57 seconds West 21.90 feet; (four) North 89 degrees 48 minutes 03
seconds East 33.37 feet; (five) North 00 degrees 11 minutes 57 seconds West 86.30 feet; (six)
North 89 degrees 48 minutes 03 seconds East 31.50 feet; (seven) South 00 degrees 11 minutes 57
seconds East 10.81 feet; (eight) North 89 degrees 48 minutes 03 seconds East 39.85 feet; (nine)
North 00 degrees 11 minutes 57 seconds West 9.80 feet (measured) (9.81 feet —Deed); (ten)
North 89 degrees 48 minutes 03 seconds East 30.65 feet (measured) (30.66 feet —Deed) to a
western line of the 1.704-acre tract of land granted to Pedcor Residential, LLC ("Parcel I")
(recorded as Instrument Number 2015007521 in said Recorder's Office) (the following two
course are along the boundary of said Parcel I); (one) North 00 degrees 11 minutes 57 seconds
fob
West 22.81 feet; (two) North 89 degrees 48 minutes 03 seconds East 237.97 feet to the POINT
OF BEGINNING, containing 82,953.8 square feet (1.905 acres), more or less.
CARMEL CITY
CENTER
)W1l 1
ASSESSMENT PROJECTIONS FOR KENT
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 '
Constr End:
7/1/2018
subject to revisions.
T Pa ant
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
-
1.8453%
-
3
11/10/18
-
1,8453%
-
05/10/19
67654,468
1.8453%
61,397
4
11/10/19
054468
1.8453%
61,397
05/10/20
13,308,935
1.8453%
122,795
5
11/10/20
13,308,935
1.8453%
1227795
05/10/21
13,3087935
1.8453%
122,795
6
11/10/21
13,308,935
1.8453%
122,795
05/10/22
13,308,935
1.8453%
122,795
7
11/10/22
13,308,935
1.8453%
122,795
05/10/23
13,308,935
1.8453%
122,795
8
11/10/23
13,308,935
1.8453%
122,795
05/10/24
135308,935
1.8453%
1227795
9
11/10/24
13,308,935
1.8453%
122,795
05/10/25
13,308,935
1.8453%
122,795
10
11/10/25
13,308,935
1.8453%
122,795
05/10/26
13,308,935
1.8453%
122,795
11
11/10/26
13,308,935
1.8453%
122,795
05/10/27
13,308,935
1.8453%
122,795
12
11/10/27
13,308,935
1.8453%
122,795
05/10/28
13,308,935
1.8453%
122,795
13
11/10/28
13,308,935
1.8453%
122,795
05/10/29
13,308,935
1.8453%
1221795
14
11/10/29
13,3081935
1.8453%
122,795
05/10/30
13,308,935
1.8453%
122,795
15
11/10/30
13,308,935
1.8453%
122,795
05/10/31
13,3081935
1.8453%
122,795
16
11/10/31
13,308,935
1.8453%
122,795
05/10/32
13,308,935
1.8453%
122,795
17
11/10/32
13,34935
1.8453%
122,795
05/10/33
13,3087935
1.8453%
122,795
18
11/10/33
13,3087935
1.8453%
122,795
05/10/34
13,308,935
1.8453%
122,795
19
11/10/34
13,3081935
1.8453%
122,795
05/10/35
13,3081935
1.8453%
122,795
20
11/10/35
13,308,935
1.8453%
122,795
05/10/36
131)308,935
1.8453%
122,795
21
11/10/36
13,308,935
1.8453%
122,795
05/10/37
13,3089935
1.8453%
122,795
22
11/10/37
13,308,935
1.8453%
122,795
05/10/38
13,308,935
1.8453%
122,795
23
11/10/38
131308,935
1.8453%
122,795
05/10/39
13,308,935
1.8453%
122,795
24
11/10/39
13,308,935
1.8453%
122,795
05/10/40
13,308,935
1.8453%
122,795
25
11/10/40
13,308,935
1.8453%
122,795
5,280,180
4,752,162