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Project Agreement - Second Component Park East Second Component Public ImprovementsPROJECT AGREEMENT Second Component Park East/Second Component Public Improvements This Project Agreement (Second Component/Park East/Second Component Public Improvements) (the "Agreement'), executed this 15th day of December, 2014, by and among The City of Carmel Redevelopment Commission ("CRC'), Carmel City Center, LLC ("CCC"), and CCC West, LLC, and CCC Phase II, LLC (jointly and severally, the "Developer), Witnesses: Recitals WHEREAS, CRC, CCC, and VHC have executed the Remainder Project Agreement, WHEREAS, the Second Component constitutes the second "Component' being constructed pursuant to the Remainder Project Agreement, WHEREAS, CRC acknowledges that CCC has conveyed the Second Component Site to Developer, which is an entity affiliated with CCC; WHEREAS, CCC and Developer acknowledge that: (a) the Second Component Site was conveyed to Developer subject to the terms and conditions of the Remainder Project Agreement; and (b) Developer has assumed all obligations of CCC under the Remainder Project Agreement with respect to the Second Component Site; provided that, as specified in Section 14 of the Remainder Project Agreement, CCC has not been released from its liability to perform any or all of the terms and conditions to be performed by it under the Remainder Project Agreement; WHEREAS, because CCC was the owner of the Second Component Site at the time that the Remainder Project Agreement was executed, and Developer currently is the owner of the Second Component Site, CCC and Developer (as opposed to VHC) are entering into this Agreement, and WHEREAS, CRC, CCC, and Developer have agreed to enter into this Agreement to more specifically refine the requirements of the Remainder Project Agreement, as applicable to the Second Component; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC, CCC, and Developer agree as follows: 1. Defined Terms. Advisor Costs shall mean the costs, expenses, fees, and charges incurred byCRC in connection with: (a) the performance of the Advisor Services by the CRC Advisors; and (b) litigation that relates to the issuance, sale, purchase, and/or repayment of the Bonds. Advisor Invoices shall mean bills, statements, or invoices reflecting the incurrence of Advisor Costs, Advisor Services shall mean the professional services provided by the CRC Advisors. Affiliated Entity shall mean an entity affiliated with Pedcor Investments (including CCC) that: (a) owns a Component Site, the Kent Project Site, or the Office Building Site; and/or (b) executes a Completion Guaranty. In the aggregate, on the Closing Date, Developer, CCC, and other Affiliated Entities shall own all of the Component Sites, the Kent Project Site, and the Office Building Site. L rkDocumcnts Shoup, Jenu},City or Carme Marcel 5VPark Fast iWan U Garage-2nd Component under RPAAProjcct AgreementTroject Agreementvl3 wpd -) Assumed Principal Amount shall mean an assumed aggregate principal amount of Available Bond Proceeds shall mean Bond Proceeds that are available for disbursement to Developer for the purposes of constructing the Garage and the Second Component Public Improvements in accordance with the terms and conditions of this Agreement (stated alternatively, Bond Proceeds net of the amount required to establish reserves and pay costs of issuance, including commissions, fees, and discounts). If, and to the extent that, CRC elects to make funds in addition to proceeds of the Bonds available to Developer for construction of the Garage and the Second Component Public Improvements, then such funds shall be added to, and deemed to be a part of, the Available Bond Proceeds. Any amount deposited with the Trustee by Developer pursuant to Subsection 2(d) shall be added to, and deemed to be a part of, the Available Bond Proceeds. Back -Up Completion Guaranty shall mean a guaranty pursuant to which the Back -Up Completion Guarantor guarantees compliance by the applicable guarantors with the terms and conditions of the Completion Guaranties. Back -Up Completion Guarantor shall mean Pedcor Construction Management, LLC. Baldwin Completion Guaranty shall mean a guaranty pursuantto which CCC, the Affiliated Entity that owns the Baldwin Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Baldwin Component has been determined, shall guaranty completion of the Baldwin Component in accordance with the Baldwin Project Agreement. Baldwin Component shall mean a four-story building, togetherwith related improvements, to be constructed on the Baldwin Component Site, which building will house residential units, retail space, restaurant space, and/or office space. Baldwin Component Site shall mean that certain real estate delineated as the "Baldwin Component Site" on the Site Plan. The Baldwin Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Baldwin Increment shall mean the allocated property tax proceeds (i.e., the "increment") that are generated from ad valorem real property taxes levied or imposed on or against the Baldwin Component Site and the Baldwin Component as a result of the construction of the Baldwin Component, 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 Baldwin Increment is the portion of the "New Improvements Increment" under the Remainder Project Agreement that is attributable to the Baldwin Component. Baldwin Increment Estimate shall mean the estimated annual Baldwin Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Baldwin Component and the Baldwin Component Site; and (ii) tax rate that would be applied with respect to such projected assessed value. Baldwin Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Baldwin Component on the Baldwin Component Site, Baldwin Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Baldwin Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receipt of 100% of the Baldwin Increment Estimate. The Baldwin Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms, The Baldwin Taxpayer Agreement is a ;4 IDncwncnls\Shoup, JennyVCity ofCarmelAParcel 5\1'ark East 19.Ian15 6a,ag� 2nd Component under RPA\Project AgreemenlU'mjacl Ag actnent ,13.wpd -2- "Taxpayer Agreement" under the Remainder Project Agreement. Bonds shall mean tax increment financing bonds to be issued by the City of Carmel, Indiana, Bond Proceeds shall mean all the proceeds generated by the issuance and sale of the Bonds, including proceeds used to: (a) establish reserves; and (b) pay costs of issuance, including commissions, fees, and discounts. Catch -Up Plan shall mean a plan pursuant to which Developer will: (a) avoid falling further behind the dates set forth in the Second Component Plan Schedule or the Second Component Construction Schedule for the design or construction of the Second Component, and (b) complete the design and construction of the Second Component in accordance with (and in no event more than 60 days behind) the date set forth in the Second Component Plan Schedule and the Second Component Construction Schedule. Chambers Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Chambers Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Chambers Component has been determined, shall guaranty completion of the Chambers Component in accordance with the Chambers Project Agreement. Chambers Component shall mean shall mean a four-story building, together with related improvements, to be constructed on the Chambers Component Site, which building will house residential units, retail space, restaurant space, and/or office space. Chambers Component Site shall mean that certain real estate delineated as the "Chambers Component Site" on the Site Plan. The Chambers Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Chambers Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Chambers Component Site and the Chambers Component as a result of the construction of the Chambers Component, 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 Chambers Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Chambers Component. Chambers Increment Estimate shall mean the estimated annual Chambers Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisorfor approval; and (b) includes the projected: (i) assessed value of the Chambers Component and the Chambers Component Site; and (ii) tax rate that would be applied with respect to such projected assessed value. Chambers Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Chambers Component on the Chambers Component Site. Chambers Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Chambers Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receiptof 100% of the Chambers Increment Estimate. The Chambers Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Chambers Taxpayer Agreement is a "Taxpayer Agreement' under the Remainder Project Agreement. Change Order shall mean a change order executed by the Executive Director and Developer finalizing the inclusion of a change into the Second Component Final Plans, which change has been: (a) proposed in a Z, lDocutrents,Shoup, JennyVCity of CamtelAParcel 5VPark Fast t o.lan 15 flarage-2nd Component under RPAAProlect AgreementAProject A greemeM v 13 rvpd -3 - Change Order Request by Developer; and (b) approved by CRC; provided that, in the case of a Permitted Change, such change order shall be effective if executed only by Developer. Change Order Request shall mean a written request for a change to the Second Component Final Plans. City shall mean the City of Carmel, Indiana. Claims shall mean claims, liabilities, injuries, damages, losses, costs, and expenses (including, without limitation, attorneys' fees). Closing shall mean the closing with respect to the issuance of the Bonds. Closing Date shall mean the date of the Closing. Committed Construction Schedule shall mean the schedule defined in the Remainder Project Agreement as the "Committed Construction Schedule", a copy of which is attached to the Remainder Project Agreement Amendment as Replacement Exhibit D. Completion Guaranties shall mean the Baldwin Completion Guaranty, the Chambers Completion Guaranty, the Eastern Motor Court Completion Guaranty, the Holland Completion Guaranty, the Kent Completion Guaranty, the Office Completion Guaranty, the Playfair Completion Guaranty, the Second Component Completion Guaranty, the Windsor Completion Guaranty, and the Wren Completion Guaranty. Component shall mean the Baldwin Component, the Chambers Component, the Eastern Motor Court Component, the Holland Component, the Playfair Component, the Windsor Component, the Wren Component, and/or the Second Component, as applicable. Each Component is a "Component" under the Remainder Project Agreement. Component Site shall mean the Baldwin Component Site, the Chambers Component Site, the Eastern Motor Court Component Site, the Holland Component Site, the Playfair Component Site, the Windsor Component Site, the Wren Component Site, and/or the Second Component Site, as applicable. Construction Contract shall mean the contract with the General Contractor pursuant to which the Second Component shall be constructed, which contract shall be subject to the reasonable approval of CRC. If there are separate construction contracts for the Garage, the Retail Element, and/or the Second Component Public Improvements then all such construction contracts, collectively, shall be the Construction Contract, Construction Trade shall mean any trade or other discrete aspect of construction. Corrective Action Obligations shall mean the obligations of Developer pursuant to Section 9 with respect to: (a) preparing and submitting a Corrective Action Plan; and (b) timely completing the actions contemplated pursuant to an approved Corrective Action Plan in accordance with the schedule that is part of such approved Corrective Action Plan. Corrective Action Plan shall mean, with respect to a Latent Defect: (a) a description of the corrective action to be taken with respect to the Latent Defect, and (b) the schedule for completing such corrective action. CRC Advisors shall mean the Special Counsel, the Financial Advisor, and such other advisors employed by CRC to: (a) prepare any economic or financial plans or reports required in connection with the issuance of the Bonds; (b) provide architectural, engineering, and other design services in connection with the Plan Refinement Process or the "Plan Refinement Process" under any of the Project Agreements; and/or (c) provide other services with respect to the transactions contemplated in this Agreement (including the issuance /.^Dncumem,Sioup, Je ue,,City of carmelTareel 5Tark East Mae 1 Garage-2nd Component under RPANmject Agree mentTrolect Agreement v 13 wpd _4_ of the Bonds), including, without limitation, providing the services of general counsel to CRC Cure Period shall mean a period of 30 days after a party failing to perform or observe any term or condition of this Agreement to be performed or observed by it receives notice specifying the nature of the failure, 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 the defaulting party to remedy the failure, so long as the defaulting party: (a) commences to remedy the failure within the 30 day period, and (b) diligently pursues such remedy to completion. Debt Service shall mean, with respect to each semi-annual period, the debt service payable in connection with the Bonds. Disbursement Request Form shall mean a written request by Developer for a disbursement of Available Bond Proceeds, which request shall: (a) specify the total amount of the Available Bond Proceeds being requested, (b) certify that the costs to be paid, or reimbursed, with the disbursement of the Available Bond Proceeds constitute costs incurred in connection only with the construction of the Garage and/or the Second Component Public Improvements in accordance with the Second Component Final Plans; and (c) include such supporting documentation as customarily would be required for Developer to obtain a disbursement of proceeds of a construction loan made by a private lender (excluding any supporting documentation required with respect to obtaining an endorsement to such lender's policy of title insurance updating such policy to the date of the disbursement). Eastern Motor Court Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Eastern Motor Court Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Eastern Motor Court Component has been determined, shall guaranty completion of the Eastern Motor Court Component in accordance with the Eastern Motor Court Project Agreement. Eastern Motor Court Component shall mean a building comprised of approximately: (a) 45,500 square feet of office and/or retail space; and (b) 30,500 square feet of residential space; together with related improvements, to be constructed on the Eastern Motor Court Component Site. Eastern Motor Court Component Site shall mean that certain real estate delineated as the "Eastern Motor Court Component Site' on the Site Plan. The Eastern Motor Court Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Eastern Motor Court Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Eastern Motor Court Component Site and the Eastern Motor Court Component as a result of the construction of the Eastern Motor Court Component, which allocated propertytax proceeds (increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Eastern Motor Court Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Eastern Motor Court Component. Eastern Motor Court Increment Estimate shall mean the estimated annual Eastern Motor Court Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisorfor approval, and (b) includes the projected: (i) assessed value of the Eastern Motor Court Component and the Eastern Motor Court Component Site, and (ii) tax rate thatwould be applied with respect to such projected assessed value. Eastern Motor Court Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Eastern Motor Court Component on the Eastern Motor Court %GDoaiments\Shoup, lenii) fay or CarmckParcel 5VPar: I'am I9.Inn15 Garage 2ud Component under RPAWroject AgrocmentAProject Agreement.v 13. wpd -5- Component Site Eastern Motor Court Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Eastern Motor Court Component Site on the Closing Date), pursuant to which CCC orthe Affiliated Entity guarantees receiptof 100% of the Eastern Motor Court Increment Estimate. The Eastern Motor Court Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Eastern Motor Court Taxpayer Agreement is a "Taxpayer Agreement' under the Remainder Project Agreement. Event of Default shall have the meaning set forth in Subsection 11(a). Execution Date shall mean the date set forth in the introductory paragraph of this Agreement Excess Existing Improvements Increment Estimate shall mean the estimated annual Excess Existing Improvements Increment, which estimate: (a) has been prepared by Developerand submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Existing Improvements, (ii) tax rate that would be applied with respect to such projected assessed value; (iii) amount of the debt service on the Refinancing Bonds up to the Secondary Threshold; and (iv) amount of any required payments to be made under Replacement SIC One. Excess Existing Improvements Increment TaxpayerAgreement shall mean an agreement by and between CRC, Pedcor Investments, and VF, pursuant to which Pedcor Investments and VF guaranty receipt of 100% of the Excess Existing Improvements Increment Estimate The Excess Existing Improvements Increment Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Excess Existing Improvements Increment Taxpayer Agreement is a "Taxpayer Agreement' under the Remainder Project Agreement. Excess Existing Improvements Increment shall mean the Existing Improvements Increment that remains after payment of: (a) debt service on the Refinancing Bonds up to the Secondary Threshold; and (b) any required payment under Replacement SIC One, The Excess Existing Improvements Increment is the"Excess Existing Improvements Increment' under the Transaction Agreement. Executive Director shall mean the Executive Director of CRC (currently Come Meyer). Existing Improvements shall mean buildings and/or parking facilities existing on Parcel (Office), Parcel 5, and Parcel 12 on December 31, 2011. The Existing Improvements are the "Existing Improvements" under the Transaction Agreement. Existing Improvements Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against Parcel 2(Office), Parcel 5, and Parcel 12 as a result of the construction of the Existing Improvements, which allocated property tax proceeds (increment) are to be on deposit in an allocation fund pursuantto IC §36-7-14-39(b)(2). The Existing Improvements Increment is the "Existing Improvements Increment' under the Transaction Agreement, Final Inspection shall mean an inspection of the Second Component (or a discrete aspect thereof) after Substantial Completion. Financial Advisor shall mean H.J. Umbaugh or such successor firm that serves as an independent financial advisor and/or financial consultant to CRC. The Financial Advisor is the "Financial Advisor" under the Remainder Project Agreement. Force Majeure shall mean, with respect to CCC, Developer, or CRC: (a) an act or omission of the other party; Z:Anocuments\Shoup, JennyVCity or CarmelAParcel 5VPark Bast 1 tAan 15 Garag,2nd Component under RPAAProject AgrecmentAProject Agr menl.vI3 ,pd -6- or (b) any other cause that is not within the reasonable control of CCC, Developer, or CRC, respectively (including, without limitation, unusually inclement weather, the unusual unavailability of materials, equipment, services or labor, and utility or energy shortages or acts or omissions of public utility providers). Garage shall mean a four-story parking facility housing no fewer than 620 parking spaces to be constructed on the Second Component Site, togetherwith garage entrances and exits, ramps and drives, elevator lobbies, and related facilities. The Garage: (a) is a "Parking Facility", a "Public Improvement', and a "Financed Improvement' under the Remainder Project Agreement; and (b) excludes the Retail Element. Garage Budget shall mean a detailed budget for the construction of the Garage in accordance with the Second Component Final Plans, which budget shall show all sources and uses and otherwise be in a form reasonably acceptable to CRC. Garage Declaration shall mean an agreement pursuant to which: (a) there are granted such easements as CRC and Developer deem to be necessary or appropriate to use and maintain common utility facilities common to the Garage and the Retail Element, (b) there are granted easements for access, ingress, egress, and parking, including an easement pursuant to which Developer shall have the right from time to time to reserve up to 25% of the parking spaces in the Garage for exclusive use by Developer and its tenants; provided that either the Garage Declaration or a garage management agreement shall set forth the process by which Developer may reserve, release, and re -reserve and re-release, as applicable, such parking spaces; (c) all parking spaces not reserved by Developer, which parking spaces, in all events, shall constitute no fewer than 75% of the parking spaces in the Garage, shall be available on a first -come, first -served basis to members of the general public, (d) the parking available to members of the general public shall be free of charge, unless otherwise agreed by CRC and Developer, (e) Developer shall be responsible for all costs and expenses in connection with the use and operation of the Garage; and (f) Developer shall have the right to manage the garage in such a manner that the parking available to the general public is adequate to serve members of the general public that are visiting Parcel 5 ahead of members of the general public that are visiting parcels otherthan Parcel 5. The Garage Declaration shall include customary provisions with respect to the fact that the rights and obligations thereunder shall run with the Garage and the Retail Element. General Contractor shall mean a general contractor selected by Developer and approved by CRC, which approval shall not be withheld unreasonably. Holland Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Holland Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Holland Component has been determined, shall guaranty completion of the Holland Component in accordance with the Holland Project Agreement. Holland Component shall mean a five -story building consisting of approximately 63,000 square feet, together with related improvements, to be constructed on the Holland Component Site, which building will house residential units, retail space, restaurant space, and/or office space. Holland Component Site shall mean that certain real estate delineated as the "Holland Component Site' on the Site Plan. The Holland Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site'. Holland Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Holland Component Site and the Holland Component as a result of the construction of the Holland Component, 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 Holland Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Holland Component. Z'AD..n,ams\Shoup, lennyVCity or CannelAParcel5\ParkLast 19jnn15 Garage -and Component under RPAAProject AgreementVProject Agreement.v 13.w rd 'T Holland Increment Estimate shall mean the estimated annual Holland Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval, and (b) includes the projected: (i) assessed value of the Holland Component and the Holland Component Site; and (ii) tax rate that would be applied with respect to such projected assessed value. Holland Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Holland Component on the Holland Component Site. Holland Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Holland Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receipt of 100% of the Holland Increment Estimate. The Holland Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Holland Taxpayer Agreement is a "Taxpayer Agreement" under the Remainder Project Agreement. Individual Increment shall mean the Baldwin Increment, the Chambers Increment, the Eastern Motor Court Increment, the Holland Increment, the Kent Increment, the Office Increment, the Playfair Increment, the Second Component Increment, the Windsor Increment, the Wren Increment, and/or the Excess Existing Improvements Increment, as applicable. Individual Increment Estimate shall mean the Baldwin Increment Estimate, the Chambers Increment Estimate, the Eastern Motor Court Increment Estimate, the Holland Increment Estimate, the Kent Increment Estimate, the Office Increment Estimate, the Playfair Increment Estimate, the Second Component Increment Estimate, the Windsor Increment Estimate, the Wren Increment Estimate, or the Excess Existing Improvements Increment Estimate, as applicable. Inspecting Architect shall mean an architect designated by CRC as its inspecting architect. Inspection Period shall mean the period specified in an Inspection Request within which CRC and/or the Inspecting Architect shall: (a) conduct a Sample Work Inspection, as identified in the Inspection Request; and (b) deliver to Developer a Non -Compliance Notice, if applicable; provided that such period shall be at least five business days after receipt of the Inspection Request from Developer. Inspection Request shall mean a written request from Developer for a Sample Work Inspection, which request shall identify the Sample Work Installation to be inspected by CRC and/or the Inspecting Architect. Kent Building shall mean a three-story building consisting of approximately 111,000 square feet, together with related improvements, to be constructed on the Kent Project Site, which building will house residential units. Kent Completion Guaranty shall mean a guaranty pursuant to which: (a) CCC, CCC Kent, LLC, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate taking into consideration the ownership structure of CCC Kent, LLC, shall guaranty completion of the Kent Project in accordance with the Kent Project Agreement. (b) Pedcor Investments shall guaranty that, at the end of each calendar quarter, the percentage of Available Bond Proceeds disbursed to fund construction of the Kent Public Improvements will not exceed the percentage of completion of the Kent Public Improvements; provided that, if, at the end of any calendar quarter, the percentage of Available Bond Proceeds disbursed to fund construction of the Kent Public Improvements exceeds the percentage of completion of the Kent Public Improvements, then, within 15 days after the end of such quarter, Pedcor Investments shall provide to CRC a plan pursuant to Z:UJocumunts\Shoup, Tenn}VCity oI'CarmelAPnrcel $Nark [last 9Jan1? Uiiage-and Componunl Linder RPATruject AgreementTroject Agreemcn Lc 13. wpd '�' which, over a specified period of time, Pedcor Investments shall deposit with the Trustee funds that will be added to, and deemed to be, Available Bond Proceeds, which funds in the aggregate shall be in an amount sufficient so that, when such funds are added to the Available Bond Proceeds, the percentage of Available Bond Proceeds disbursed to fund construction of the Kent Public Improvements is equal to or less than the percentage of completion of the Kent Public Improvements. (c) Pedcor Investments shall guaranty that, at the end of each calendar quarter, the amount equal to: (i) $900,000.00, minus (ii) the amount of Available Bond Proceeds disbursed to fund construction of the Kent Public Improvements; shall be sufficient to complete the Kent Public Improvements in accordance with the Kent Project Plans, provided that, if CRC, in the exercise of its reasonable discretion, determines at the end of any calendar quarter that the amount reached by the application of the foregoing calculation is not sufficient to complete the Kent Public Improvements in accordance with the Kent Project Plans, then, within 15 days after CRC notifies Pedcor Investments of such determination, Pedcor Investments shall provide to CRC a plan pursuant to which, over a specified period of time, Pedcor Investments shall deposit with the Trustee funds in an amount equal to the difference between: (i) the cost to complete the Kent Public Improvements in accordancewith the Kent Project Plans, as agreed by CRC and Pedcor Investments, minus (ii) the amount of the $900,000.00 of Available Bond Proceeds eligible for use to construct the Kent Public Improvements that remains undisbursed; which deposited funds shall be added to, and deemed to be a part of, Available Bond Proceeds. (d) Any plan required to be delivered by Pedcor Investments shall be subject to the reasonable approval of CRC, and, if a plan has been approved by CRC and implemented by Pedcor Investments, then all subsequent determinations with respect to whether there is balance with respect to the undisbursed Available Bond Proceeds shall take into account such plan and the compliance by Pedcor Investments therewith. Kent Increment shall mean the allocated property tax proceeds (i.e., the" increment") that are generated from ad valorem real property taxes levied or imposed on or against the Kent Project Site and the Kent Project as a result of the construction of the Kent Project, which allocated property tax proceeds (increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). Kent Increment Estimate shall mean the estimated annual Kent Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Kent Project and the Kent Project Site; and (ii) tax rate that would be applied with respect to such projected assessed value. Kent Project shall mean the Kent Building and the Kent Public Improvements. Kent Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Kent Project on the Kent Project Site. Kent Project Plans shall mean the final plans and specifications for the Kent Project, as approved by CRC pursuant to the Kent Project Agreement. Kent Project Site shall mean the portion of Parcel 2 (Residential) delineated as the "Kent Project Site" on the Site Plan. Kent Public Improvements shall mean Public Improvements on the Kent Project Site that are contemplated Z-ADocumentsAShoup, JennyVCity of CarmelAPereel 5VPack east Me,,15 Garage-2nd Component under RPATroject Agree ine ntAProject Agru11111,a v 13 I,d -9- by the Kent Project Plans, which Public Improvements may include the structured parking facility that is within the Kent Building, The Kent Public Improvements are "Public Improvements' and "Financed Improvements" under the Remainder Project Agreement. Kent Public Improvements Budget shall mean a detailed budget for the construction of the Kent Public Improvements in accordance with the Kent Project Plans, which budget shall show all sources and uses and otherwise be in a form reasonably acceptable to CRC. Kent Substantial Completion shall mean that the Kent Public Improvements have been substantially completed in accordance with the Kent Project Plans and the Laws. Kent Taxpayer Agreement shall mean an agreement by and between CRC and the Affiliated Entity that owns the Kent Project Site on the Closing Date, pursuant to which the Affiliated Entity guarantees receipt of 100% of the Kent Increment Estimate. The Kent Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Kent Taxpayer Agreement is a"Taxpayer Agreement" undertheRemainder Project Agreement. Latent Defect shall mean those material defects in the construction of the Second Component that: (a) are not discovered; and (b) reasonably are not discoverable; by CRC or the Inspecting Architect during an inspection of the Second Component. A Latent Defect with respect to the Garage or the Second Component Public Improvements is: (a) with respect to the Garage, a "Parking Facility Latent Defect"; and (b) a "Financed Improvement Latent Defect"'; under the Remainder Project Agreement. Latent Defects LOC shall mean a letter of credit in the amount of $700,000.00 to secure the Corrective Action Obligations, which letter of credit: (a) is issued for the benefit of CRC by a national bank or other banking institution (including, without limitation, a bank holding company, a financial holding company, ora thrift holding company) that, in addition to being reasonably acceptable to CRC, has a net worth equal to or greaterthan $10,000,000.00 as: (i) determined by generally accepted accounting principles consistently applied; and (ii) established by: (A) the most recent audited financial statements of the bank or institution (which financial statements in all cases shall be less than 16 months old), and (B) in the case of: (1) a bank holding company or a financial holding company, a certification from the appropriate entity that the holding company is "well capitalized" under the criteria of the Federal Reserve Bank, or (2) a thrift holding company, a certification from the appropriate entity that the holding company would be "well capitalized" under the foregoing criteria, if such criteria applied to thrift holding companies; (b) is irrevocable and payable on sight; (c) has a term equal to the lesser of: (i) 12 months; or (ii) the remainder of the Latent Defects LOC Period; (d) in the case of a term of 12 months, provides that, on the date that is 30 days prior to the expiration of the term, CRC may draw the full amount of the letter of credit, unless Developer has delivered to CRC a replacement letter of credit that satisfies the terms and conditions of this definition, and (e) provides that if Developer is in default with respect to the Corrective Action Obligations, then CRC shall have the right to make a draw thereon in the amount of the estimated costs to complete the Corrective Action Obligations, which draw may be made by presenting a certification signed by CRC and stating: (i) that Developer is in default with respect to the Corrective Action Obligations, and (ii) the amount of the estimated costs to complete the Corrective Action Obligations with respect to which Developer is in default, and ADocumcnts`Shuup, JennyVCity or CarrnelNnroeI 5VPark East Man15 Gnruge-and Component under fd AAProjeet Agr"otentTroject Agreement r I3.opd '� 0- Latent Defects LOG Period shall mean the period: (a) commencing on the Closing Date; and (b) expiring on the date that is 2%: years after the last to occur of the date on which: (i) construction of the Garage is completed, (ii) the Final Inspection is completed; and (c) any Material Defects identified in a Non -Compliance Notice delivered after the Final Inspection have been remedied. Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and/or decrees. Letter of Credit shall mean a letter of credit in the amount of $4,000,000.00 to secure the obligations of the guarantor under the Taxpayer Agreement Guaranty, which letter of credit: (a) is issued for the benefit of CRC by a national bank or other banking institution (including, without limitation, a bank holding company, a financial holding company, or a thrift holding company) that, in addition to being reasonably acceptable to CRC, has a net worth equal to or greaterthan $10,000,000.00 as: (i) determined by generally accepted accounting principles consistently applied, and (ii) established by: (A) the most recent audited financial statements of the bank or institution (which financial statements in all cases shall be less than 16 months old); and (B) in the case of: (1) a bank holding company or a financial holding company, a certification from the appropriate entity that the holding company is "well capitalized" under the criteria of the Federal Reserve Bank, or (2) a thrift holding company, a certification from the appropriate entity that the holding companywould be "well capitalized" under the foregoing criteria, if such criteria applied to thrift holding companies, (b) is irrevocable and payable on sight, (c) has a term equal to the stated term of the Bonds; accordingly, the letter of credit shall continue until such time as the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out' in full; provided that, if it is necessary to get successive letters of credit, each of which has a term of 12 months, then, until such time as the Bonds are repaid, refunded, redeemed, defeased, refinanced and/or "taken out' in full, each such letterofcredit shall provide that, on the date that is 30 days prior to the expiration of the term, CRC may draw the full amount of the letter of credit unless CRC has been provided with a replacement letter of credit that satisfies the terms and conditions of this definition; and (d) provides that if the guarantor is in default with respect to its obligations under the Taxpayer Agreement Guaranty, then CRC shall have the right to make a draw thereon in the amount with respect to which the guarantor is in default, which draw may be made by presenting a certification signed by CRC and stating: (i) that the guarantor is in default with respect to its obligations under the Taxpayer Agreement Guaranty, and (ii) the amount with respect to which the guarantor is in default, together with any additional amounts to which CRC is entitled as a result of such default. LOG Agreement shall mean an agreement between CRC and the Taxpayer Agreement Guarantor, the terms and conditions of which shall be subject to the reasonable approval of CRC and the Taxpayer Agreement Guarantor; provided that, CRC and the Taxpayer Agreement Guarantor agree that, for every year that: (a) the Total Increment equals or exceeds the Total Increment Estimate, and (b) all payments required to be made under the Taxpayer Agreements have been made; the required amount of the Letter of Credit shall decrease by an amount determined by multiplying: (a) the then current required amount of the Letter of Credit, by (b) a fraction: (i) the numerator of which is 1; and (ii) the denominator of which is the number of years remaining in the term of the Bonds. Material Defect shall mean any item or element of the Second Component (including, without limitation, any /,RDocuments',Shoup, Jenn),City of Car=Il Parcel 5VPark Bost 19Jon I S Gamge-2nd Component under RPAAProject Agrcement\Project Agreem,m, 13.wpd _f f- item or component of a Sample Work Installation) that: (a) contains a material defect in workmanship or materials; (b) deviates materially from the Second Component Final Plans; or (c) has not been performed materially in accordance with the terms and conditions of this Agreement; provided that, with respect to a Monthly Inspection, a Permitted Inspection, orthe Final inspection, no item or element constructed or installed in accordance with: (i) a Sample Work Installation that has been accepted, or deemed to be accepted, by CRC; and (ii) the Laws, shall constitute a Material Defect. Monthly Inspection shall mean an inspection conducted by the Inspecting Architect each month during construction of the Second Component, which inspection shall be of the work completed since the occurrence of the immediately previous Monthly Inspection. Net Interest Cost Rate shall mean the interest cost for the Bonds, computed as: (a) the total interest payments on the Bonds, adjusted by: (i) adding thereto any Original Issue Discount; and (ii) deducting therefrom any Original Issue Premium; divided by (b) the Number of Bond -Year Dollars, which is expressed as a percentage. Net Interest Cost Rate is expressed by the following formula: Net Interest Cost Rate = [(Total Interest Payments on the Bonds + Original Issue Discount - Original Issue Premium) + Number of Bond -Year Dollars] x 100 New Improvements shall mean buildings and/or parking facilities constructed on Parcel 2, Parcel4, Parcel 5, Parcel 11, and/or Parcel 12 after December 7, 2011 (which is the execution date of the Remainder Project Agreement). The New Improvements are the"New Improvements" underthe Remainder Project Agreement. New Improvements Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against Parcel 5, Parcel 2, and/or Parcel 12 as a result of the construction of the New Improvements, 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 New Improvements Increment is the "New Improvements Increment' under the Remainder Project Agreement. Non -Compliance Notice shall mean a written notice from CRC that identifies Material Defects discovered by CRC or the Inspecting Architect during a Monthly Inspection, a Sample Work Inspection, a Permitted Inspection, or the Final Inspection. Number of Bond -Year Dollars shall mean the sum of the products of the stated principal amount of each maturity and the number of years to maturity (determined separately for each maturity). Office Building shall mean a two-story building consisting of approximately 20,000 - 25,000 square feet, together with related improvements, to be constructed on the Office Building Site, which building will house office space. Office Building Site shall mean the portion of Parcel 2 (Office) delineated as the "Office Building Site' on the Site Plan. Office Completion Guaranty shall mean a guaranty pursuantto which CCC, Pedcor Office, LLC, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate taking into consideration the ownership structure of Pedcor Office, LLC, shall guaranty completion of the Office Building in accordancewith the Office Project Agreement. Office Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Office Building Site and the Office Building as a result of the construction of the Office Building, which allocated property tax proceeds (increment) are to be on deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). i:_ADocumems\Shoup, JennyVCj ty oi' CarmelAPa¢e1 5VPark Eest I9J, n 15 Gumge� and Component under RPNProject Agreemcm\Pruject Agrcvmeni.v 13. ,pd -12- Office Increment Estimate shall mean the estimated annual Office Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval, and (b) includes the projected: (i) assessed value of the Office Building and the Office Building Site, and (ii) tax rate that would be applied with respect to such projected assessed value. Office Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the 'Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Office Building on the Office Building Site. Office Taxpayer Agreement shall mean an agreement by and between CRC and the Affiliated Entity that owns the Office Building Site on the Closing Date, pursuant to which the Affiliated Entity guarantees receipt of 100% of the Office Increment Estimate. The Office Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms, The Office Taxpayer Agreement is a "Taxpayer Agreement' under the Remainder Project Agreement. Original Issue Discount shall mean, when the initial public offering price of any maturity of the Bonds is less than the principal amount thereof payable at maturity, the difference between: (a) the initial public offering price of such maturity of the Bonds, and (b) the principal amount thereof payable at maturity. Original Issue Premium shall mean, when the initial public offering price of any maturity of the Bonds is greaterthan the principal amountthereof payable at maturity, the difference between: (a) the principal amount thereof payable at maturity, and (b) the initial public offering price of such maturity of the Bonds. Parcel 2 (Office) shall mean that certain real estate commonly known as "Parcel 2 (Office)", as shown on the area map attached hereto as Exhibit A-2. Parcel 2 (Residential) shall mean that certain real estate commonly known as "Parcel 2 (Residential)", as shown on the area map attached hereto as Exhibit A-2. Parcel 5 shall mean that certain real estate commonly known as "Parcel 5", as shown on the Site Plan. Parcel 5 Remainder Site shall mean the portion of Parcel 5 delineated as the "Parcel 5 Remainder Site" on the Site Plan. Parcel 12 shall mean that certain real estate commonly known as "Parcel 12", as shown on the area map attached hereto as Exhibit A-2. Pedcor Investments shall mean Pedcor Investments, A Limited Liability Company Permitted Change shall mean any change to the final Second Component Construction Drawings that constitutes a "Permitted Change" pursuant to the Remainder Project Agreement, so long as such change does not make it unlikely, impracticable, or impossible for CRC to complete the Streetscape Work, or any component thereof, by the applicable date set forth in the Streetscape Work Schedule. Permitted Inspection shall mean, as applicable, an inspection bythe Inspecting Architect and/or CRC of any item or element of the Second Component when reasonably deemed to be necessary or appropriate by the Inspecting Architect and/or CRC. Plan Refinement Process shall mean the process set forth in Section 7 for completing the Second Component Final Plans. %:ADocuments\Shoup, Jenny lCity of CarmelAParcel 5VPark East Mon 15 (image -Ind Component under RPA\Project AgreementAProject Agroement v 13 wpd - t 3 - Playfair Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Playfair Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Playfair Component has been determined, shall guaranty completion of the Playfair Component in accordance with the Playfair Project Agreement. Playfair Component shall mean a five -story building consisting of approximately63,000 square feet, together with related improvements, to be constructed on the Playfair Component Site, which building will house residential units, retail space, restaurant space, and/or office space. Playfair Component Site shall mean that certain real estate delineated as the "Playfair Component Site" on the Site Plan, The Playfair Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Playfair Increment shall mean the allocated property tax proceeds (i.e., the "increment") that are generated from ad valorem real property taxes levied or imposed on or against the Playfair Component Site and the Playfair Component as a result of the construction of the Playfair Component, 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 Playfair Increment is the portion of the "New Improvements Increment" under the Remainder Project Agreement that is attributable to the Playfair Component. Playfair Increment Estimate shall mean the estimated annual Playfair Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval and (b) includes the projected: (i) assessed value of the Playfair Component and the Playfair Component Site, and (ii) tax rate that would be applied with respect to such projected assessed value. Playfair Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Playfair Component on the Playfair Component Site. Playfair Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Playfair Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receipt of 100% of the Playfair Increment Estimate. The Playfair Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms, The Playfair Taxpayer Agreement is a "Taxpayer Agreement" under the Remainder Project Agreement. Private Lender shall mean any financial institution making a Private Loan to Developer, CCC, oran Affiliated Entity. Private Loan shall mean a loan: (a) that is not a "Public Improvements Financing" under the Remainder Project Agreement, and (b) the proceeds of which shall be used to construct a Component (excluding any portion thereof being financed by the Available Bond Proceeds), the Kent Project, or the Office Building. Project Agreements shall mean the Baldwin Project Agreement, the Chambers Project Agreement, the Eastern Motor Court Project Agreement, the Holland Project Agreement, the Kent Project Agreement, the Office Project Agreement, the Playfair Project Agreement, the Windsor Project Agreement, and the Wren Project Agreement. Public Improvements shall have the meaning ascribed to such term in the Remainder Project Agreement Recorder's Office shall mean the Office of the Hamilton County Recorder. GVDocuments\Shoup, Jenno Zty of CarmekParceI Spark Fast I9JnnI5 Garage -god Component under RPANroiect AgreemeruTroject Agreement =I3 wpd _ t 4- Refinancing Bonds shall mean the City of Carmel, Indiana, Redevelopment Authority Lease Rental Revenue Multipurpose Bonds Series 2012A and 2012B (Taxable) issued by the City in December, 2012. Remainder Project Agreement shall mean that certain Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) executed by and among CRC, CCC, and VHC and dated December 7, 2011, as amended by the Remainder Project Agreement Amendment. Remainder Project Agreement Amendment shall mean that certain First Amendment to Project Agreement (Parcel 5 Remainder/Parcels 4 & 11) dated as of the date hereof. Replacement SIC One shall mean that certain Restated Installment Purchase Agreement (Secondary Number One) dated as of October 1, 2013, as amended by that certain Amendment to Amended and Restated Installment Purchase Agreement (Secondary Number One) dated October 14, 2014, Replacement SIC One amends, restates, and supersedes in its entirety that certain Installment Purchase Agreement (Secondary Number One) dated December 7, 2011. Replacement SIC Agreement shall mean an agreement pursuant to which VF agrees that, except to the extent expressly provided in Replacement SIC One, VF shall not waive or defer any payment due under the Replacement SIC One, to the extent that such waiver or deferral would result in an increase in the Excess Existing Improvements Increment, without the prior written consent of CRC, which consent may be withheld in the sole discretion of CRC. Required Permits shall mean all permits, licenses, approvals, and consents required by the Laws for construction and use of the Second Component. Required Taxpayer Agreement Terms shall mean the following with respect to each Taxpayer Agreement: (a) a term equal in length to the term of the Bonds; accordingly, each Taxpayer Agreement shall continue until such time as the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full, (b) a schedule that shows, for each year during the term, the applicable Individual Increment Estimate, (c) the obligation of the taxpayer to make semi-annual payments to CRC in an amount equal to the difference between: (i) 100%of the applicable Individual Increment Estimate (as set forth on the schedule attached pursuant to clause (b) of this definition), and (ii) the amount of the applicable Individual Increment that actually is generated, (d) the obligation of the taxpayer: (i) to maintain casualty insurance for its Component, the Kent Project, or the Office Building, as applicable, on a replacement cost basis, the proceeds of which: (A) shall be used to pay the cost to repair and/or rebuild its Component, the Kent Project, or the Office Building, respectively, in the event of casualty damage, and (B) may not be used to prepay principal on the Private Loan secured by the Component, the Kent Project, or the Office Building, respectively, and (ii) if there is casualty damage, to repair and/or rebuild its Component, the Kent Project, or the Office Building, respectively, to substantially the same condition as existed immediately prior to the casualty damage; (e) the obligation of the taxpayer to maintain business interruption insurance, the proceeds of which: (A) shall be used to pay real estate taxes and any payments due under the Taxpayer Agreement during the period following casualty damage when the taxpayer is repairing and/or rebuilding its Component, the Kent Project, or the Office Building, as applicable, and (B) may not be used to prepay principal on the Private Loan secured by the 7.iDocumnntsShoup, JeonyVCity of CzrtnclsPurccl 5VPtrch Enst 191nnI Gurng,2nd Component under RPANrolect Agree,, nNW ojed Agrcmnem. v 13 t,pd -) S- Component, the Kent Project, or the Office Building, respectively, (f) provisions pursuant to which the obligations of the taxpayer under the Taxpayer Agreement are secured either by: (i) a lien against: (A) the applicable Component and Component Site; (B) the Kent Projectand the Kent Project Site, or(C) the Office Building and the Office Building Site; as applicable, that is 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), (ii) a letter of credit that has been posted for the benefit of CRC, which letter of credit is on terms reasonably satisfactory to CRC; or (iii) such other form of credit as reasonably is satisfactory to CRC; provided that, the terms and conditions of this Subsection shall not apply in connection with the Excess Existing Improvements Increment Taxpayer Agreement; (g) provisions pursuant to which, in addition to the lien for real estate taxes that is imposed by the municipality, the obligation of the taxpayerto pay real estate taxes is secured either by: (i) a lien against: (A) the applicable Component and Component Site; (B) the Kent Project and the Kent Project Site, or (C) the Office Building and the Office Building Site; as applicable, that is similar in type to the lien for real estate taxes that is imposed by the municipality (including that such lien shall have the same priority as a lien for real estate taxes that is imposed by the municipality); (ii) a letter of credit that has been posted for the benefit of CRC, which letter of credit is on terms reasonably satisfactory to CRC; or (iii) such other form of credit as reasonably is satisfactory to CRC; provided that, the terms and conditions of this Subsection shall not apply in connection with the Excess Existing Improvements Increment Taxpayer Agreement; (h) provisions pursuant to which: (i) the taxpayer is required to provide to CRC advance written notice of any planned challenge or appeal of the assessed value, the tax rate, or the application of the tax rate to the assessed value, in each case with respect to: (A) any Component or Component Site; (B) the Kent Project or the Kent Project Site; or (C) the Office Building or the Office Building Site, and (ii) CRC has the opportunity to take such actions as it determines necessary or appropriate to block such challenge or appeal; and (i) prohibitions against the taxpayer challenging or appealing: (i) the assessed value of: (A) the applicable Component and Component Site; (B) the Kent Project and the Kent Project Site, (C) the Office Building and the Office Building Site; or (D) the Existing Improvements; as applicable, and/or (ii) the applicable tax rate and/or the application thereof to the assessed value for purposes of determining real estate taxes; to the extent that such challenge or appeal would: (i) cause the assessed value to be less than 110% of the projected assessed value set forth in the applicable Individual Increment Estimate, (ii) cause the applicable tax rate to be lower than the projected tax rate set forth in the applicable Individual Increment Estimate; and/or (iii) otherwise cause the applicable Individual Increment to be less than 110% of the applicable Individual Increment Estimate. Restated Declaration shall mean that certain Amended and Restated Declaration of Covenants and Easements recorded in the Recorder's Office as Instrument No. 2014038939. The Restated Declaration supersedes in its entirety that certain: (a) Declaration of Covenants and Easements recorded in the Recorder's Office as Instrument No. 200200025737, and (b) Cross Easement Agreement recorded in the Recorder's Office as Instrument No. 2007058835, as amended by that certain First Amendment to Cross Easement Agreement recorded in the Recorder's Office as Instrument No. 2013073698. Retail Element shall mean approximately 28,000 square feet of street level retail and/or restaurant space to be constructed on the Second Component Site. Though the Retail Element will appear to be part of the Garage, for purposes of this Agreement the Retail Element shall be separate and distinct from, and not a part of, the Garage. L \llocument,Shoup, Jenny,City of CnrmelAPareel 5\Park East Man 15 Garage-2nd Component under RPAVProiect AgreementVProject Agrcemcnty 13. ,pd _t 6' Sample Work Inspection shall mean an inspection of a Sample Work Installation. Sample Work Installation shall mean a representative sample or typical example of a certain specified portion of the Second Component. Second Component shall mean the Garage, the Retail Element, and the Second Component Public Improvements. The Second Component is a "Component' under the Remainder Project Agreement. Second Component Completion Guaranty shall mean a guaranty pursuant to which: (a) CCC and Developer shall guaranty completion of the Second Component in accordance with the Final Plans. (b) Pedcor Investments shall guaranty that, at the end of each calendar quarter, the percentage of Available Bond Proceeds disbursed to fund construction of the Garage and the Second Component Public Improvements will not exceed the percentage of completion of the Second Component, provided that, if, at the end of any calendar quarter, the percentage of Available Bond Proceeds disbursed to fund construction of the Garage and the Second Component Public Improvements exceeds the percentage of completion of the Second Component, then, within 15 days after the end of such quarter, Pedcor Investments shall provide to CRC a plan pursuant to which, over a specified period of time, Pedcor Investments shall deposit with the Trustee funds that will be added to, and deemed to be, Available Bond Proceeds, which funds in the aggregate shall be in an amount sufficient so that, when such funds are added to the Available Bond Proceeds, the percentage of Available Bond Proceeds disbursed to fund construction of the Garage and the Second Component Public Improvements is equal to or less than the percentage of completion of the Second Component. (c) Pedcor Investments shall guaranty that, at the end of each calendar quarter, the amount equal to: (i) the remaining undisbursed Available Bond Proceeds; minus (ii) the difference between: (A) $900,000.00; minus (B) the amount of Available Bond Proceeds disbursed to fund construction of the Kent Public Improvements, shall be sufficient to complete the Garage and the Second Component Public Improvements in accordance with the Second Component Final Plans; provided that, if CRC, in the exercise of its reasonable discretion, determines at the end of any calendar quarter that the amount reached by the application of the foregoing calculation is not sufficient to complete the Garage and the Second Component Public Improvements in accordance with the Second Component Final Plans, then, within 15 days after CRC notifies Pedcor Investments of such determination, Pedcor Investments shall provide to CRC a plan pursuant to which, over a specified period of time, Pedcor Investments shall deposit with the Trustee funds in an amount equal to the difference between: (i) the cost to complete the Garage and the Second Component Improvements in accordance with the Second Component Final Plans, as agreed by CRC and Pedcor Investments, minus (ii) the amountof the remaining undisbursed Available Bond Proceeds; which deposited funds shall be added to, and deemed to be a part of, Available Bond Proceeds. (d) Any plan required to be delivered by Pedcor Investments shall be subject to the reasonable approval of CRC, and, if a plan has been approved by CRC and implemented by Pedcor Investments, then all subsequent determinations with respect to whether there is balance with respect to the undisbursed Available Bond Proceeds shall take into account such plan and the compliance by Pedcor Investments therewith. ZDocumanls\Shoup, Jrnry City or CarmelAParcel SPark Gast Ma,15 Garage-2nd Component under RPAT,uject Agreemeruffroject ,, e,n,.L v 13. ,pd _ ] 7- Second Component Construction Drawings shall mean construction drawings for the Second Component, which drawings shall be consistent with: (a) the approved Second Component Design Development Documents and Second Component Construction Schedule; and (b) the Laws. Second Component Construction Schedule shall mean a detailed schedule for construction of the Second Component in accordance with the Second Component Final Plans. As provided in the Remainder Project Agreement, such schedule shall be consistentwith the Committed Construction Schedule, exceptto the extent that CRC consents otherwise. Upon approval of the Second Component Construction Schedule by CRC, the Second Component Construction Schedule shall control in the eventof any inconsistency between the Second Component Construction Schedule and the Committed Construction Schedule, Second Component Design Development Documents shall mean detailed design development documents for the Second Component, which documents shall be consistent with the approved Second Component Schematic Design Drawings and the Laws. Second Component Final Documents and Drawings shall mean final Second Component Schematic Design Drawings, final Second Component Design Development Documents, the final Second Component Construction Schedule, final Second Component Construction Drawings, the final Garage Budget, and the final Second Component Public Improvements Budget, as each is: (a) approved by CRC; and/or (b) modified by Change Orders, pursuant to the Plan Refinement Process. Second Component Final Plans shall mean the aggregated Second Component Final Documents and Drawings. Second Component Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Second Component Site and the Second Component as a result of the construction of the Second Component, which allocated property tax proceeds (increment) are to boon deposit in an allocation fund pursuant to IC §36-7-14-39(b)(2). The Second Component Increment is the portion of the "New Improvements Increment' underthe Remainder Project Agreement that is attributable to the Second Component. Second Component Increment Estimate shall mean the estimated annual Second Component Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Second Component and the Second Component Site, and (ii) tax rate that would be applied with respect to such projected assessed value. Second Component Plan Schedule shall mean the schedule in accordance with which Developer shall prepare and provide to CRC the Second Component Schematic Design Drawings, the Second Component Design Development Documents, the Second Component Construction Schedule, the Second Component Construction Drawings, the Garage Budget, and the Second Component Public Improvements Budget, which schedule is attached hereto as Exhibit B. To the extent that the Second Component Plan Schedule differs from the "Plan Schedule" attached to the Remainder Project Agreement as Replacement Exhibit C, the Second Component Plan Schedule shall control. Second Component Public Improvements shall mean Public Improvements other than the Garage to be constructed on the Second Component. It is anticipated that the Second Component Public Improvements, generally, will be those shown on the Site Plan within the Second Component Site; however, the exact nature of the Second Component Public Improvements shall be determined through the Plan Refinement Process. The Second Component Public Improvements are "Public Improvements' and "Financed Improvements" under the Remainder Project Agreement. Second Component Public Improvements Budget shall mean a detailed budgetforthe construction of the Z.0J umentsVShoup, JennyVCity of CarmeUarcd 5Tark Him 19Jan15 Garage ?nd Component under RPATroject AgreementTrolect n g,umc,,t 03.wpd -18' Second Component Public Improvements in accordance with the Second Component Final Plans, which budget shall show all sources and uses and otherwise be in a form reasonably acceptable to CRC. Second Component Schematic Design Drawings shall mean detailed schematic design drawings for the Second Component, which drawings shall be consistent with the Laws and the Committed Site Plan. Second Component Site shall mean that certain real estate delineated as the "Second Component Site' on the Site Plan. The Second Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site". Second Component Taxpayer Agreement shall mean an agreement by and between CRC and Developer, pursuanttowhich Developer guarantees receiptof 100% of the Second Component Increment Estimate. The Second Component Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Second Component Taxpayer Agreement is a 'Taxpayer Agreement' under the Remainder Project Agreement. Secondary Threshold shall mean an amount representing the debt service on $17,000,000,00 of the Refinancing Bonds, The Secondary Threshold applicable on each payment due date pursuant to the Replacement SIC One is set forth on a schedule attached to the Replacement SIC One and the Transaction Agreement Site Plan shall mean the site plan attached hereto as Exhibit A-1. Special Counsel shall mean counsel employed by CRC in connection with: (a) the structuring and documentation of the transactions contemplated in this Agreement, (b) the issuance of the Bonds, and (c) the performance of related legal services, which counsel shall include, without limitation, Barnes & Thornburg LLP and Wallack Somers & Haas, P.C. Streetscape Work shall mean streetscape and related infrastructure improvements to be: (a) designed by CRC in cooperation with Developer; and (b) constructed on, or in close proximity to and serve, the Second Component Site, which improvements are specified on Exhibit C. Streetscape Work Cap shall mean the lesser of: (a) an estimate for completing the Streetscape Work that has been approved by Cl or (b) the sum of: (i) the amount of the Excess Existing Improvements Increment that is in generated over and above the Excess Existing Improvements Increment Estimate; plus (i1) the amount of the New Improvements Increment that is generated over and above the Total Increment Estimate (excluding the Excess Existing Improvements Increment Estimate, as such estimate applies with respect to Excess Existing Improvements Increment and not New Improvements Increment). for the period: (i) commencing on the Closing Date; and (ii) ending on the December 31 immediately prior to the date on which CRC is obligated to commence the Streetscape Work, as determined by the Streetscape Work Schedule. ZiDocuments'AShoup, JennyVCity or CarmelAPurcel 5VPark East Muni 5 Garage -Ind Component under RPAU'roject AgreemenPProject Agreement. vl3,wpd 'f 9' Streetscape Work Schedule shall mean the schedule for completion of the Streetscape Work, which schedule: (a) shall reflect that the Streetscape Work shall not commence prior to 2016; and (b) otherwise shall be determined jointly by CRC and Developer upon approval of the Second Component Construction Schedule. All references herein to the Streetscape Work Schedule shall be deemed to be referenced to the schedule for completion of the Streetscape Work, as finally determined and approved by CRC and Developer. Substantial Completion shall mean the that the Second Component has been substantially completed in accordance with the Second Component Final Plans and the Laws. Taxpayer Agreement shall mean the Baldwin Taxpayer Agreement, the Chambers Taxpayer Agreement, the Eastern Motor Court Taxpayer Agreement, the Excess Existing Improvements Increment Taxpayer Agreement, the Holland Taxpayer Agreement, the Kent Taxpayer Agreement, the Office Taxpayer Agreement, the Playfair Taxpayer Agreement, the Second Component Taxpayer Agreement, the Windsor Taxpayer Agreement, and/or the Wren Taxpayer Agreement, as applicable. Taxpayer Agreement Guarantor shall mean Pedcor Investments. Taxpayer Agreement Guaranty shall mean a guaranty pursuantto which the Taxpayer Agreement Guarantor guarantees, for each semi-annual period, payment underthe Taxpayer Agreements to the extent of the Total Increment Estimate. Stated alternatively, so long as, for a semi-annual period, CRC receives the full amount of the Total Increment Estimate, CRC shall not have the right to call on the guaranty, even though CRC may have not received the full amount due to it under one or more of the Taxpayer Agreements. The guaranty shall: (a) include financial covenants customarily included in a guaranties of commercial loans; (b) require that Pedcor Investments maintains specified net worth and liquidity levels, (c) require that Pedcor Investments notifies CRC of any drop below the specified net worth and liquidity levels; and (d) require financial reporting upon receipt of written request. Temporary Easement Agreement shall mean an agreement under which CRC grants to Developer a temporary easement and/or license for access, ingress, egress, and, if necessary, staging over the portion of Parcel 5 owned by CRC and located generally in the area delineated as the "Easement Area' on the Site Plan. Total Increment shall mean the aggregated Baldwin Increment, Chambers Increment, Eastern Motor Court Increment, Holland Increment, Kent Increment, Office Increment, Playfair Increment, Second Component Increment, Windsor Increment, Wren Increment, and Excess Existing Improvements Increment. Total Increment Estimate shall mean the aggregated Baldwin Increment Estimate, Chambers Increment Estimate, Eastern Motor Court Increment Estimate, Holland Increment Estimate, Kent Increment Estimate, Office Increment Estimate, Playfair Increment Estimate, Second Component Increment Estimate, Windsor Increment Estimate, Wren Increment Estimate, and Excess Existing Improvements Increment Estimate. Transaction Agreement shall mean that certain Transaction Agreement executed by and among CRC, CCC, Village Financial, LLC, Village Housing Corporation, Village on the Green, LLC, Pedcor Residential, LLC, Pedcor Office, LLC, and Indiana Design Center, LLC, and dated December 7, 2011, as amended by that certain Amendment to Transaction Agreement executed among all of the foregoing parties and dated as of October 1, 2013. Trust Indenture shall mean that certain Trust Indenture to be executed in connection with the issuance of the Bonds; provided that, if there is no Trust Indenture, then all references in this Agreement to the Trust Indenture shall be deemed to be references to a disbursement agreement in form and substance reasonably acceptable to CRC and Developer. Z, u)ocumnuwShoup, JennyVCity or CnrmelAPnmcl SU'urk East Man15 Garage 2nd Component under RPAAProject AgreementAProject Agree m en(. v 13. vrpd -20- Trustee shall mean the "Trustee' under the Trust Indenture, provided that, if there is no Trust Indenture and, accordingly, no Trustee, then all references in this Agreement to the Trustee shall be deemed to be references to a disbursing agent selected by CRC and reasonably approved by Developer. VF shall mean Village Financial, LLC. VHC shall mean Village Housing Corporation. Windsor Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Windsor Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Windsor Component has been determined, shall guaranty completion of the Windsor Component in accordance with the Windsor Project Agreement. Windsor Component shall mean a four-story building consisting of approximately 64,000 square feet, together with related improvements, to be constructed on the Windsor Component Site, which building will house residential units, retail space, restaurant space, and/or office space. Windsor Component Site shall mean that certain real estate delineated as the "Windsor Component Site" on the Site Plan. The Windsor Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site." Windsor Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Windsor Component Site and the Windsor Component as a result of the construction of the Windsor Component, 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 Windsor Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Windsor Component. Windsor Increment Estimate shall mean the estimated annual Windsor Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Windsor Component and the Windsor Component Site, and (ii) tax rate that would be applied with respect to such projected assessed value. Windsor Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer" thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Windsor Component on the Windsor Component Site. Windsor Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Windsor Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receipt of 100% of the Windsor Increment Estimate. The Windsor Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms, The Windsor Taxpayer Agreement is a "Taxpayer Agreement" under the Remainder Project Agreement. Wren Completion Guaranty shall mean a guaranty pursuant to which CCC, the Affiliated Entity that owns the Wren Component Site on the Closing Date, and/or such other Affiliated Entities as CRC shall deem to be necessary or appropriate at such time as the ownership structure of the Wren Component has been determined, shall guaranty completion of the Wren Component in accordance with the Wren Project Agreement. Wren Component shall mean a seven -story building consisting of approximately 64,000 square feet, together with related improvements, to be constructed on the Wren Component Site, which building will house Z VJ)ocumenLs\Shoup, JennyVCity or CarmelAPareel 5,Park East Man U Garage -Intl Component under RPATroject AgreemerroProjem Agreement. v I lwpd _2 j - residential units, retail space, restaurant space, and/or office space. Wren Component Site shall mean that certain real estate delineated as the "Wren Component Site" on the Site Plan. The Wren Component Site comprises a portion of the real estate defined in the Remainder Project Agreement as the "Parcel 5 Remainder Site'. Wren Increment shall mean the allocated property tax proceeds (i.e., the "increment') that are generated from ad valorem real property taxes levied or imposed on or against the Wren Component Site and the Wren Component as a result of the construction of the Wren Component, 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 Wren Increment is the portion of the "New Improvements Increment' under the Remainder Project Agreement that is attributable to the Wren Component. Wren Increment Estimate shall mean the estimated annual Wren Increment, which estimate: (a) has been prepared by Developer and submitted to the Financial Advisor for approval; and (b) includes the projected: (i) assessed value of the Wren Component and the Wren Component Site, and (ii) tax rate that would be applied with respect to such projected assessed value. Wren Project Agreement shall mean a project agreement executed by and between CRC and CCC (or the Affiliated Entity that will be the "Developer' thereunder), pursuant to which CCC or the Affiliated Entity is obligated to construct the Wren Component on the Wren Component Site. Wren Taxpayer Agreement shall mean an agreement by and between CRC and CCC (or the Affiliated Entity that owns the Wren Component Site on the Closing Date), pursuant to which CCC or the Affiliated Entity guarantees receipt of 100% of the Wren Increment Estimate. The Wren Taxpayer Agreement otherwise shall contain the Required Taxpayer Agreement Terms. The Wren Taxpayer Agreement is a "Taxpayer Agreement' under the Remainder Project Agreement. 2. General Obligations. The obligations setforth in this Section are subjecttothe terms and conditions of this Agreement. (a) Second Component. Developer: (i) shall construct the Second Component on the Second Component Site, and (ii) as provided in Subsection 7(I), pay any costs to construct the Streetscape Work that are in excess of the Streetscape Work Cap. (b) Streetscape Work. Subject to the Streetscape Work Cap, CRC shall complete the Streetscape Work. (c) Bond Proceeds. The Bonds shall be issued, and CRC shall cause the Bond Proceeds to be disbursed to pay costs incurred by: (i) Developer in connection with the construction of the Garage and the Second Component Public Improvements, and (ii) Developer or the owner of the Kent Project Site in connection with the construction of the Kent Public Improvements; in each case pursuant to this Agreement and the Kent Project Agreement; provided that disbursements of Available Bond Proceeds to fund construction of the Kent Public Improvements shall not exceed $900,000.00. As provided in Subsection 8(d): (i) in no event shall CRC be obligated to expend: (A) any funds on the construction of the Kent Public Improvements in addition to, or in excess of, $900,000.00 of Available Bond Proceeds; or (B) any funds on the construction of the Garage, the Second Component Public Improvements, and the Kent Public Improvements in addition to, or in excess of, the Available Bond Proceeds, and (ii) to the extent that the cost to construct and/or complete: (A) the Kent Public Improvements exceeds $900,000.00; and/or (B) the Garage, the Second Component Public Improvements, and the Kent Public Improvements exceeds Z:ADocumemsiShoup, .JennyVCity or CannelTamel 5\13ark Enst 191nn Li Garage-2nd Component under RPAVProject AgreementTroject Agreement': 13 vpd -22- the amount of the Available Bond Proceeds; Developer and/or the owner of the Kent Project Site shall be responsible for such excess cost. (d) Interest Rate. The effective Net Interest Cost Rate with respect to the Bonds shall not exceed 4.6% per annum. If, prior to the sale of the Bonds, it is determined based upon the advice of the Financial Advisor that the then -prevailing market interest rates for obligations of a character similar to the Bonds would produce a Net Interest Cost Rate that is greater than 4.6% per annum, then, at least two business days prior to the date on which the Bonds are to be priced and sold, Developer shall elect to: (i) have the Bonds sold at the then -prevailing market interest rates and make such payments as are necessary to "buy down" the effective Net Interest Cost Rate to a fixed rate equal to or less than 4.6% per annum, in which case: (A) at the Closing, Developer shall deposit funds with CRC in an amount calculated by the Financial Advisor to be necessary to "buy down" the effective Net Interest Cost Rate to a fixed rate equal to or less than 4.6% per annum; and (B) the amount deposited by Developer shall be used by CRC to pay a portion of the debt service on the Bonds on such dates, and at such times, as are determined by CRC in its discretion; (il) reduce the principal amount of the Bonds, so that the actual annual debt service payments on the Bonds, based upon the prevailing market interest rates at the time of the sale of the Bonds and the reduced principal amount of the Bonds, is no greater than what the estimated annual debt service payments on the Bonds would have been, based upon an assumed interest rate of 4.6% per annum and the Assumed Principal Amount, in which case: (A) at the Closing, Developer shall deposit funds with CRC or the Trustee (at the election of CRC) in an amount equal to the difference between: (1) the Assumed Principal Amount; and (2) the principal amount of the Bonds, after reduction pursuant to this Subsection; and (B) the amount deposited by Developer shall be added to, and deemed to be a part of, the Available Bond Proceeds; or (iii) have the Bonds sold at a net Original Issue Discount, with stated interest rates that will produce a Net Interest Cost Rate of not more than 4.6% per annum, in which case: (A) at the Closing, Developer shall deposit funds with CRC or the Trustee (at the election of CRC) in an amount equal to the net Original Issue Discount on the Bonds, and (6) the amount deposited by Developer shall be added to, and deemed to be a part of, the Available Bond Proceeds. 3. Closing. (a) Closing. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before , 2015. The Closing Date shall be established mutually by CRC and Developer, and the Closing shall take place at such location as CRC and Developer mutually agree. (b) Documents. At the Closing: (i) all of the Taxpayer Agreement shall be executed by the applicable entities, Z.AIJocamuntsShoup, Jun,, C,ty of CarmelNarcel 5VParl< East 19Jan 15 Gumg� 2nd Componom under RPATroject AgmcmentAProject P.grcnmenLv 13. wpd _23- (ii) the Taxpayer Agreement Guarantor shall execute the Taxpayer Agreement Guaranty, (iii) CRC and the Taxpayer Agreement Guarantor shall execute the LOC Agreement (iv) CRC and Developer shall execute the Temporary Easement Agreement; (v) all of the Completion Guaranties shall be executed bythe applicable entities, (vi) the Back -Up Completion Guarantor shall execute the Back -Up Completion Guaranty, (vii) CRC and Developer shall execute the Garage Declaration; (viii) VF shall execute the Replacement SIC Agreement, (ix) the Taxpayer Agreement Guarantor shall deliverthe Letterof Credit to CRC; and (x) Developer shall deliver the Latent Defects LOC to CRC. 4. Developer Conditions. The obligations of Developerwith respectto proceeding to the Closing shall be subject to the satisfaction or waiver in writing of the following on or before the Closing Date: (a) Allocation Area. The existing resolution establishing the allocation area shall have been amended to: (i) remove from such allocation area each of the Parcel 5 Remainder (or a portion thereof, as determined by CRC and Developer), the Kent Project Site, and the Office Building Site; and (ii) designate the Parcel 5 Remainder (or a portion thereof, as determined by CRC and Developer), the Kent Project Site, and the Office Building Site as a separate allocation area with a new base date and a new 25-year term. (b) Bonds. The Financial Advisor shall have delivered written notice to CRC and Developer that it has approved each and every Individual Increment Estimate and, as a result, by definition has approved the Total Increment Estimate. CRC and Developer shall have agreed on the principal amount of the Bonds. If the interest rate on the Bonds will be a fixed rate equal to, or greater than, 4.6% per annum such that the obligation of Developer pursuant to Subsection 2(d) is triggered, then: (i) Developer shall have made the election contemplated in Subsection 2(d) with respectto its obligation; and (ii) CRC shall be satisfied, in the exercise of its reasonable discretion, that Developer shall comply with the obligation elected pursuant to Subsection 2(d). The Bonds shall have been issued, and the Available Bond Proceeds shall be available for distribution in accordance with this Agreement. (c) Second Component Final Plans. The Second Component Final Plans shall have been completed pursuant to the Plan Refinement Process. (d) Encroachment. The parties shall have reached a resolution with respect to the manner in which the encroachment of the Retail Element onto real estate currently owned by CRC will be addressed, and satisfactory steps shall have been taken to implement such agreement. /_:ADocumcnrs\Shoup, Jerm City of Carme AParoel Spark Fast I11anU Garage-2nd Componem under RPATroleol AgreemcntAProjecl P,amumcnLv 13. ,pd -24- (e) Taxpayer Agreements. CRC and, as applicable, CCC, Developer, Pedcor Investments, VF, or other applicable Affiliated Entities shall have agreed on the form and substance of the Taxpayer Agreements (including, without limitation, the schedule contemplated in clause (b) of the definition of Required Taxpayer Agreement Terms). (f) Guaranty/LOCs. CRC and the Taxpayer Agreement Guarantor shall have agreed on the form and substance of the Taxpayer Agreement Guaranty and the LOC Agreement. CRC shall have approved the Letter of Credit and the Latent Defects LOC. (g) Completion Guaranties. CRC and: (i) CCC and/or the applicable Affiliated Entities shall have agreed on the form and substance of the Completion Guaranties; and (ii) the Back -Up Completion Guarantor shall have agreed on the form and substance of the Back -Up Completion Guaranty. (h) Easements. CRC and Developer shall have agreed on the form and substance of the Temporary Easement Agreement and the Garage Declaration. (i) Replacement SIC Agreement. CRC and VF shall have agreed on the substance of the Replacement SIC Agreement. (j) No Breach. There shall be no breach of this Agreement by CRC that CRC has failed to cure within the Cure Period. (k) Representations. All of the representations and warranties set forth in Subsection 12(a) of the Remainder Project Agreement, as extended, and applied with respect to, this Agreement pursuant to Section 6, shall be true and accurate in all respects. If one or more of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied, then, as its sole and exclusive remedy, Developer either may elect to: (a) waive in writing satisfaction of the conditions and to proceed to the Closing; or (b) terminate this Agreement by a written notice to CRC; provided that, with respect to breaches of this Agreement by CRC, Developer shall have the rights and remedies set forth in Section 11. If: (a) one of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied; and (b) Developer fails to terminate this Agreement as permitted in this Section; then such unsatisfied condition automatically shall be deemed to be waived by Developer. Notwithstanding anything to the contrary set forth herein, Developer shall work diligently and in good faith to satisfy the conditions set forth in this Section. 5. CRC Conditions. The obligations of CRC with respect to proceeding to the Closing shall be subject to the satisfaction or waiver in writing of the following on or before the Closing Date: (a) Commitments. Developer, CCC, and/or the applicable Affiliated Entities shall have committed to construct all of the Components, the Kent Project, and the Office Building. For purposes of satisfaction of this condition, "committed" shall mean that: (i) the Project Agreements have been executed, (ii) Developer or CCC shall have established, to the reasonable satisfaction of CRC, that Developer, CCC, and the applicable Affiliated Entities: (A) have adequate funds (proceeds from a Private Loan, equity investments, cash on hand, and/or Available Bond Proceeds in the case of the Garage, the Second Component Public Improvements, and the Kent Public Improvements) to construct four of the Components (or three of the Components and the Kent Project or the Office Building); and (B) will be Z'Docwnents\shoap, JennyVCity ofCarmelAparcel 5VPark East Man15 Garage-3 nd Component under RPATroject AgreementTrojeet Agreement. v 13. wpd -25- able to obtain adequate funding (proceeds from a Private Loan, equity investments, and/orcash on hand) to construct the remaining Components, the Kent Project, and the Office Building, and (iii) prior to, or contemporaneously with, the Closing, Developer, CCC, and/or the applicable Affiliated Entities shall be closing on Private Loans for the construction of a minimum of three of the Components (which, for purposes of clarity, do not, by definition, include the Kent Project or the Office Building), and: (A) the Components to be constructed with the proceeds of the Private Loans on which Developer, CCC, and/or the applicable Affiliated Entities are closing; together with (B) the Kent Project and/or the Office Building, if, in addition to the Private Loans for at least three Components, there also is a closing on a Private Loan for the construction of the Kent Project and/or the Office Building, will generate at least 50% of the Total Increment, as established by the applicable Individual Increment Estimates. (b) Allocation Area. The existing resolution establishing the allocation area shall have been amended to: (i) remove from such allocation area each of the Parcel 5 Remainder (or a portion thereof, as determined by CRC and Developer) and the Office Building Site; and (ii) designate the Parcel 5 Remainder (or a portion thereof, as determined by CRC and Developer) and the Office Building Site as a separate allocation area with a new base date and a new 25-year term. (c) Bonds. The Financial Advisor shall have delivered written notice to CRC and Developer that it has approved each and every Individual Increment Estimate and, as a result, by definition has approved the Total Increment Estimate. CRC and Developer shall have agreed on the principal amount of the Bonds. If the interest rate on the Bonds will be a fixed rate equal to, or greater than, 4.6% per annum such that the obligation of Developer pursuant to Subsection 2(d) is triggered, then: (i) Developer shall have made the election contemplated in Subsection 2(d) with respect to its obligation; and (ii) CRC shall be satisfied, in the exercise of its reasonable discretion, that Developer shall comply with the obligation elected pursuant to Subsection 2(d). The Bonds shall have been issued, and the Available Bond Proceeds shall be available for distribution in accordance with this Agreement. (d) Second Component Final Plans. The Second Component Final Plans shall have been completed pursuant to the Plan Refinement Process. (e) Encroachment. The parties shall have reached a resolution with respect to the manner in which the encroachment of the Retail Element onto real estate currently owned by CRC will be addressed, and satisfactory steps shall have been taken to implement such agreement. (f) Taxpayer Agreements. Taxpayer Agreements. CRC and, as applicable, CCC, Developer, Pedcor Investments, VF, or other Affiliated Entities shall have agreed on the form and substance of the Taxpayer Agreements (including, without limitation, the schedule contemplated in clause (b) of the definition of Required Taxpayer Agreement Terms). (g) Guaranty/LOCs. CRC and the Taxpayer Agreement Guarantor shall have agreed on the form and substance of the Taxpayer Agreement Guaranty and the LOC Agreement. CRC shall have approved the Letter of Credit and the Latent Defects LOC. (h) Completion Guaranties. CRC and: (i) CCC and/or the applicable Affiliated Entities shall have agreed on the form and substance of the Completion Guaranties, and (ii) the Z+Document'\Shoup, Jcmry\City or CarineDParce 15\Park Cart I9Jan 15 Gumgc 2nd Component under RPAAProject AgreementTroject Agreement 413 r,pd -2'6- Back -Up Completion Guarantor shall have agreed on the form and substance of the Back -Up Completion Guaranty. (i) Easements. CRC and Developer shall have agreed on the form and substance of the Temporary Easement Agreement and the Garage Declaration. 0) Replacement SIC Agreement. CRC and VF shall have agreed on the substance of the Replacement SIC Agreement. (k) No Breach. There shall be no breach of this Agreement by CCC or Developer that CCC or Developer has failed to cure within the Cure Period (1) Representations. All of the representations and warranties set forth in Subsection 12(b) of the Remainder Project Agreement, as extended, and applied with respect to, this Agreement and/or Developer pursuant to Section 6, together with the additional representation made by Developer pursuant to Section 6, shall be true and accurate in all respects. If one or more of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied, then, as its sole and exclusive remedy, CRC either may elect to: (a) waive in writing satisfaction of the conditions and to proceed to the Closing, or (b) terminate this Agreement by a written notice to CCC and Developer; provided that, with respect to breaches of this Agreement by CCC or Developer, CRC shall have the rights and remedies set forth in Section 11, Section 12, and/or Section 13, as applicable. If: (a) one of the conditions set forth in this Section is not, or cannot be, timely and completely satisfied; and (b) CRC fails to terminate this Agreement as permitted in this Section; then such unsatisfied condition automatically shall be deemed to be waived by CRC. Notwithstanding anything to the contrary set forth herein, CRC shall work diligently and in good faith to satisfy the conditions set forth in this Section. 6. Representations and Warranties. Each of CRC and CCC: (a) reaffirms the representations and warranties made by it pursuant to Section 12 of the Remainder Project Agreement; and (b) agrees that such representations and warranties extend, and apply with respect, to this Agreement. Developer agrees that it shall be deemed to have made (with respect to Developer) the representations and warranties set forth in Subsection 12(b) of the Remainder Project Agreement; accordingly, such representations and warranties shall be deemed to be made by Developer in this Section as though such representations and warranties were set forth herein in full. In addition to the representations and warranties in Subsection 12(b) of the Remainder Project Agreement, Developer and CCC represent and warrant that, on the Closing Date, Developer, CCC, and Affiliated Entities shall own all of the Component Sites, the Kent Project Site, and the Office Building Site. Plan Refinement. (a) Schematics. In accordance with the Second Component Plan Schedule, Developer, at its cost and expense, shall submit the Second Component Schematic Design Drawings to CRC for its review and approval. The procedure, including the time frames, set forth in Subsection 5(a) of the Remainder Project Agreement shall apply with respect to the review and approval (or rejection) of the Second Component Schematic Design Drawings. Upon approval of the Second Component Schematic Design Drawings, such Second Component Schematic Design Drawings shall be the final schematic design drawings for the Second Component, subject to modifications by Change Orders. (b) Second Component Design Development Documents. In accordance with the Second Component Plan Schedule, Developer, at its cost and expense, shall submit the Second Component Design Development Documents and the Second Component Construction Schedule to CRC for its review and approval. The procedure, including the time frames, set forth in Subsection 5(b) of the Remainder Project Agreement shall apply with Z'VD"umcnts\Shoup, Jena) City or Carme N'amcl SPark Last Men 15 Garage-2nd Component under RPAVProject AgreementAProuct Agreement � 13.wpd -27- respect to the review and approval (or rejection) of the Second Component Design Development Documents. Upon approval of all of the Second Component Design Development Documents with respect to any Construction Trade, such Second Component Design Development Documents shall be final as to such Construction Trade, subject to modifications by Change Orders. Upon approval of the Second Component Construction Schedule, such Second Component Construction Schedule shall be the final construction schedule with respect to construction of the Second Component, subject to modifications by Change Orders. (c) Second Component Construction Drawings. In accordance with the Second Component Plan Schedule, Developer, at its cost and expense, shall submit to CRC for its review the Second Component Construction Drawings with respect to each Construction Trade. Thereafter, such Second Component Construction Drawings shall be final construction drawings with respect to the applicable Construction Trade, subject to modifications by Change Orders. (d) Budgets. In accordance with the Second Component Plan Schedule, Developer, at its cost and expense, shall submit to CRC for its review each of the Garage Budget and the Second Component Public Improvements Budget. Thereafter, such Garage Budget and Second Component Public Improvements Budget shall be the final budget with respect to construction of the Garage and the Second Component Public Improvements, respectively, subject to modifications as necessary or appropriate as a result of any Change Order. (a) Resubmitted Documents. If, at any stage of the Plan Refinement Process, CRC, rather than approving any drawings, documents, or schedules, instead rejects any of the foregoing, then the terms and conditions of Subsection 5(d) of the Remainder Project Agreement shall apply with respect to revising and resubmitting such drawings, documents, or schedules, including that, upon approval of the resubmitted drawings, documents, or schedules, the resubmitted drawings, documents, or schedules shall become part of the Second Component Final Plans, subject to modifications by Change Orders. Notwithstanding the involvement of CRC in the Plan Refinement Process, Developer shall be responsible for insuring that revisions submitted by Developer to CRC in writing, and approved by CRC, are implemented in the Second Component Final Plans. (f) Second Component Final Plans. Upon completion of the Second Component Final Documents and Drawings through the Plan Refinement Process, the aggregated Second Component Final Documents and Drawings shall constitute the complete Second Component Final Plans, subject to modification by Change Orders. All references herein to the Second Component Final Plans shall be deemed to be references to the Second Component Final Documents and Drawings, until such time as all of the Second Component Final Documents and Drawings are completed; provided that, when all of the Second Component Final Documents and Drawings are completed, all references herein to the Second Component Final Plans shall be deemed to be references to the Second Component Final Plans, as modified by Change Orders. (g) Changes. If Developer desires to make any changes to the Second Component Final Plans, other than a Permitted Change, then: (i) Developer shall submit to CRC a Change Order Request for its review and approval, and (if) the terms and conditions of Subsection 5(f) of the Remainder Project Agreement shall apply with respect to the review and approval (or rejection) of the change proposed in such Change Order Request. If CRC approves a Change Order Request, then CRC and Developershall execute a Change Order. Notwithstanding anything to the contrary set forth herein: (i) Developer shall not be required to obtain CRC's approval in connection with a Permitted Change, and (if) a Change Order with respect to a Permitted Change shall be effective if executed only by Developer; provided Z Wocarucea'Shoup, Jura) City of CarmelTureal 5tPark East 19jun 15 Garage-2nd Component under RPATroject AgreementTroject AgmemenLv 13. apd 'Zg' that, with respect to each Permitted Change, Developer shall submit a Change Order Request to CRC for its review. (h) Declaration Approvals. CRC confirms its obligation pursuant to Subsection 5(g) of the Remainder Project Agreement to vote, as Declarant under the City Center Declaration and as owner of certain parcels within the City Center, for approval by the Architectural Review Committee of any drawings, documents, or schedules approved by CRC pursuant to this Section. The capitalized terms "City Center Declaration", "City Center", and "Architectural Review Committee" are defined in the Remainder Project Agreement. (i) Review Panel. Developer confirms the right of CRC pursuant to Subsection 5(h) of the Remainder Project Agreement to delegate all or any part of its review and approval or rejection obligations pursuant to this Section to the "Plan Review Panel", as defined in the Remainder Project Agreement. 0) Design Responsibility. Notwithstanding that CRC: (i) has review and approval rights in connection with the Plan Refinement Process, and (ii) otherwise may participate in the Plan Refinement Process (including that CRC may hire consultants or other professionals in connection therewith); Developer shall be responsible for the design and engineering of the Second Component, and, as between CRC and Developer, Developer assumes responsibility for defects and deficiencies in the design and engineering of the Second Component (including, without limitation, defects in the Second Component Final Documents and Drawings); provided that, nothing in this Subsection shall be deemed to prohibit Developer from proceeding against any of the engineers, architects, or other consultants in the event of any design or engineering defects or deficiencies. (k) Construction. Developer shall construct the Second Component: (i) in a good and workmanlike manner, (ii) in accordance with the Second Component Final Plans (as modified by any Change Orders); and (III) in compliance with the Laws; provided that, prior to commencing construction of the Second Component, Developer: (i) at its cost and expense, shall obtain and submit to CRC for its review the Required Permits; and (ii) shall provide the Construction Contract to CRC for its review and approval, which approval shall not be withheld unreasonably, provided that, if there is a separate Construction Contract for the Retail Element, then such Construction Contract shall not be subject to the approval of CRC. (1) Streetscape. CRC shall complete the Streetscape Work: (i) in a good and workmanlike manner, (h) in accordance with the Streetscape Work Schedule; and (iii) in compliance with the Laws. Notwithstanding anything to the contrary set forth herein, in no event shall CRC be obligated to expend any funds in connection with completing the Streetscape Work in excess of the Streetscape Work Cap. Accordingly, to the extent that the cost to construct the Streetscape Work exceeds the amount of the Streetscape Work Cap, Developer shall be responsible for payment of such excess cost upon receipt of invoices therefor. (m) Ownership. (i) Upon completion of the Second Component, Developer shall convey the Garage, and the portion of the Second Component Site on which the first floor of the Garage is located, to CRC, the City or any agency or instrumentality of the City, provided that Developer (as opposed to CRC, the City, or any agency or instrumentality of the City) shall be the owner of: (A) the Retail Element and the portion of the Second Component Site on which the Retail Element is located; and (B) the Second Component Public Improvements and the portion of the Second Component Site on which the Z.VJncumentslShorp, .lenngVCity of CormeUnmcl Work Easi 121un1 i Ggrage-?nd Component under RPATroieed AgreemenlTrojec[ Agmemcnl. vl3.wpd _Zg_ Second Component Public Improvements are located. (i i) In connection with the conveyance of the Garage: (A) Developer, at its cost, shall provide an owner's policy of title insurance, insuring marketable, indefeasible fee simple title to the Garage and the portion of the Second Component Site on which the first floor of the Garage is located in the name of CRC, the City, or an agency or instrumentality of the City, as the acquiring entity selected by CRC, free of the standard exceptions and all other exceptions except the those accepted by the acquiring entity in writing; (B) Developer, at its cost, shall provide an as -built survey of the Garage, (C) Developer shall execute and deliver closing documents to the acquiring entity in form and substance reasonably acceptable to the acquiring entity; provided that the deed shall be subject only to the exceptions set forth in the owner's policy of title insurance; and (D) CRC and Developer shall execute the Garage Declaration. (iii) Notwithstanding the conveyance of the Garage to CRC: (A) Developer shall be responsible for all costs and expenses in connection with the use and operation of the Second Component (including the Garage), including, without limitation, all costs and expenses to maintain, manage, and insure the Second Component; and (B) CRC shall have no responsibility for costs and expenses in connection with the use and operation of the Second Component (including the Garage). (iv) The Restated Declaration currently contemplates that all roadways that serve more than a single Component Site will be dedicated as public roadways. Consistent therewith, it currently is contemplated that, upon completion of any Second Component Public Improvements that constitute roadways serving more than a single Component, such roadways shall be dedicated as public roadways, either through a grant of right-of-way easement or by conveyance of fee title. In connection with such dedication, then, notwithstanding the provisions of Subsection 7(m)(iii) to the contrary, CRC shall agree to assume responsibility for maintenance of such roadway in accordance with the terms and conditions of the Restated Declaration. 8. Public Improvements Financing. (a) Confirmation. As provided in the definitions thereof: (i) the Garage, the Second Component Public Improvements, and the Kent Public Improvements constitute "Public Improvements" underthe Remainder Project Agreement; and (ii) the Retail Element, the Kent Project, the Office Building, and the buildings to be constructed on the Baldwin Component Site, the Chambers Component Site, the Eastern Motor Court Component Site, the Holland Component Site, the Playfair Component Site, the Windsor Component Site, and the Wren Component Site all are "Buildings" and "New Improvements" under the Remainder Project Agreement. (b) Increment Estimate. As contemplated by the terms and conditions of Subsection 4(b) of the Remainder Project Agreement, Developer has: (i) prepared each of the Individual Increment Estimates; and (ii) provided each of the Individual Increment Estimates to CRC and the Financial Advisor. Each Individual Increment Estimate shall be subject to the approval of the Financial Advisor, and receipt of an amount equal to the Total Increment Estimate shall be "guaranteed" by the aggregated Taxpayer Agreements. For purposes of being absolutely, explicitly clear, and as would be the case under the Laws regardless of any such acknowledgment and agreement, Developer and CCC acknowledge 7.?Documents,Shoup, JennyVCity or CarmelTaroel SPerk Gast 19Jun15 Garage-2nd Component under RPANrruect AgreementWroject :Agreement, 13. wpd -3 and agree that, to the extent that the Total Increment actually generated exceeds the Total Increment Estimate, such excess Total Increment shall belong to, and be the property of, CRC. Accordingly, it also shall be the case that, if the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out" in full prior to the scheduled date for such repayment, refund, redemption, defeasance, refinance, and/or "take out', then, from and after the actual date on which the Bonds are repaid, refunded, redeemed, defeased, refinanced, and/or "taken out' in full, all Total Increment shall belong to, and be the property of, CRC. (c) Available Bond Proceeds. Use of the Available Bond Proceeds shall be subject to, and limited as set forth in, Subsection 2(c); provided that, if the cost to construct the Garage and the Second Component Public Improvements, together with the $900,000.00 permitted to be used to construct the Kent Public Improvements, is less than the total amount of the Available Bond Proceeds, then the remaining Available Bond Proceeds may be used to construct additional Public Improvements that are contemplated in the Second Component Final Plans or additional plans and specifications approved by CRC. All portions of the Garage, the Second Component Public Improvements, the Kent Public Improvements, and any other Public Improvements that are to be funded by disbursements of Available Bond Proceeds shall proceed through the public bidding process, notwithstanding that the contracts for the work for such portions shall be held by Developer or its General Contractor. Nothing in Subsection 2(c) or this Subsection shall be deemed to prohibit the disbursement of Available Bond Proceeds to Developer contemplated pursuant to Subsection 14(b). (d) Public Improvements Financing. The issuance of the Bonds, and the use of the Available Bond Proceeds, shall constitute a "Public Improvements Financing" pursuant to the Remainder Project Agreement. As contemplated pursuant to Subsection 4(e) of the Remainder Project Agreement: (i) in no event shall CRC be obligated to expend any funds on the construction of the Garage, the Second Component Public Improvements, and the Kent Public Improvements in addition to, or in excess of, the Available Bond Proceeds, regardless of the actual costs incurred by Developer in connection with the construction and/or completion of the Garage, the Second Component Public Improvements, and the Kent Public Improvements, and (ii) to the extent that the cost to construct and/or complete: (A) the Kent Public Improvements exceeds $900,000.00; and/or (B) the Garage, the Second Component Public Improvements, and the Kent Public Improvements exceeds the amount of the Available Bond Proceeds; Developer and/or the owner of the Kent Project Site shall be responsible for such excess cost. (e) Assessment. As provided in Subsection 4(f) of the Remainder Project Agreement, Developer shall be responsible for ensuring that the Second Component is fully assessed for property tax purposes on or before the applicable date set forth in the Second Component Construction Schedule. (f) First Disbursement. As a condition to the first disbursement of Available Bond Proceeds, it shall be the case that: The Closing has occurred, (ii) Developer has delivered to CRC a certification that all of the information set forth in each of the Garage Budget, the Second Component Public Improvements Budget, and the Kent Public Improvements Budget is true, correct, and accurate, and CRC remains satisfied that Developer, CCC, and the Affiliated Entities: (A) have adequate funds (proceeds from a Private Loan, equity investments, cash on hand, and/or Available Bond Proceeds in the case of the Garage, the Second Component Public GADocInn, n is`_Shou p, lenn, VQty or Cnmte PPorceI APnrk rest 193an 15 GnmE,e-2nd Component under RPAAProject AgreementTroject iAgrccment vl3.wpd -31 Improvements, and up to $900,000.00 in the case of the Kent Public Improvements) to construct four of the Components (or three of the Components and the Kent Project or the Office Building); and (B) will be able to obtain adequate funding (proceeds from a Private Loan, equity investments, and/or cash on hand) to construct the remaining Components, the Kent Project, and the Office Building; (iii) Developer has submitted to CRC, and CRC has approved, the Construction Contract, provided that, if there is a separate Construction Contract for the Retail Element, then such Construction Contract shall not be subject to the approval of CRC. (iv) Developer has obtained (or CRC shall have determined that Developer will be able to obtain) all of the Required Permits, and (v) The requirements of Subsection 8(i) have been satisfied (g) Subsequent Disbursements. As a condition to all disbursements of Available Bond Proceeds subsequent to the first disbursement of Available Bond Proceeds, it shall be the case that, as of the date of the disbursement request: (i) construction of the Garage and the Second Component Public Improvements is proceeding in compliance with the Second Component Construction Schedule, and (ii) the requirements of Subsection 8(i) have been satisfied; provided that, in the case of a request for a disbursement of Available Bond Proceeds for the Kent Public Improvements, it also shall be the case that, as of the date of the disbursement request, construction of the Kent Project is proceeding in compliance with the Kent Project Plans. (h) Final Disbursement. As a condition to the final disbursement for either: (i) the Garage and the Second Component Public Improvements; or (ii) the Kent Public Improvements, it shall be the case that, as of the date of the final disbursement request: (i) CRC has received a final lien waiver from the General Contractor, subject only to payment from the final disbursement of Available Bond Proceeds, (ii) CRC has received a certification by the General Contractor that: (A) Substantial Completion or Kent Substantial Completion, as applicable, has occurred; (B) it has obtained final lien waivers from the "first layer" of subcontractors that otherwise would have the right to claim valid mechanics' or similar liens against all or a portion of the Second Component Site or the Kent Project Site, as applicable, subject only to payment from the final disbursement of Available Bond Proceeds, and (C) upon disbursement of the final Available Bond Proceeds: (1) payment will be made to the applicable parties; and (2) after such, all parties will be paid in full for all work in connection with the construction of the Garage and the Second Component Public Improvements or the construction of the Kent Public Improvements, as applicable. (iii) CRC has received a certification from Developer's architect that: (A) Substantial Completion or Kent Substantial Completion, as applicable, has occurred; and (B) either: (1) the Second Component has been constructed in substantial accordance with the Second Component Final Plans and the Laws, or (2) the Kent Public Improvements have been constructed in substantial accordance with the Kent Project Plans and the ZVDocuments\Shoup, JennyVCity of CarmelNarcel Spark East RkmlS Garage-2nd Component under RPANroject AgreementAProject :A+.=reemew ,13n,pd -32- Laws (iv) The Final Inspection has occurred, and, if Non -Compliance Notice was delivered to Developer, then Developer has corrected, or caused to be corrected, all Material Defects identified in such Non -Compliance Notice; provided that, in the case of the request for the final disbursement of Available Bond Proceeds for the Kent Public Improvements, the foregoing reference to "Material Defects" shall be deemed to be references to such term, as defined in the Kent Project Agreement and to the extent applicable to the Kent Public Improvements. (v) CRC and Developershall have agreed on the final "punch -list", and CRC has received a copy of the agreed "punch list"; provided that 120% of the cost to complete such "punch -list" items shall be withheld from the final disbursement of Available Bond Proceeds and paid to Developer upon completion thereof, and (vi) The requirements of Subsection 8(i) have been satisfied. (i) Disbursements Generally. In addition to any other requirements set forth in this Section, all requests for disbursements of Available Bond Proceeds shall: (i) be made on the Disbursement Request Form, and include all submissions required by the terms of the Disbursement Request Form, (ii) include, from the General Contractor, a lien waiver and a certification that: (A) it has obtained lien waivers from the "first layer" of subcontractors that otherwise would have the right to claim valid mechanics' or similar liens against all or a portion of the Second Component Site or the Kent Project Site, as applicable, through the date of the previous disbursement; and (B) upon disbursement of the requested Available Bond Proceeds: (1) payment will be made to the applicable parties, and (2) after such payments, all costs incurred to the date of such request in connection with the construction of the Garage and the Second Component Public Improvements, or the Kent Public Improvements, will be paid in full, (iii) include a certification bythe General Contractorthat, after payment of the costs to be paid out of such disbursement: (A) the percentage of Available Bond Proceeds disbursed to fund construction: (1) of the Garage and the Second Component Public Improvements will not exceed the percentage of completion of the Second Component; and (2) of the Kent Public Improvements will not exceed the percentage of completion of the Kent Project; and (B) sufficient Available Bond Proceeds will remain to complete the construction of the Garage, the Second Component Public Improvements, and the portion of the Kent Public Improvements permitted to be funded by Available Bond Proceeds; (iv) include evidence reasonably satisfactory to CRC establishing that Developer, CCC, and the applicable Affiliated Entities continue to have: (A) adequate funds (proceeds from a Private Loan, equity investments, cash on hand, and/or Available Bond Proceeds in the case of the Garage, the Second Component Public Improvements, and the Kent Public Improvements) to construct four of the Components (or three of the Components and the Kent Project orthe Office Building); and (B) the ability Z 47ocmneut tSl oup, .lenny,Cdy or Carmel Pa@CI 5VPark East 1Wan15 Garage-'nd Component under RIWProject AgreernentTroject Agmcrncnt. c 13,wpd -3 3 - to obtain adequate funding (proceeds from a Private Loan, equity investments, and/or cash on hand) to construct the remaining Components, the Kent Project, and the Office Building, and (v) reflect that: (A) Monthly Inspections are occurring, (B) CRC has been permitted to conduct such Permitted Inspections as it has requested in accordancewith Subsection 9(c); and (C) if Non -Compliance Notice has been delivered to Developer, then Developer has corrected, or caused to be corrected, all Material Defects identified in such Non -Compliance Notice. (j) General. At such time as CRC determines that it has received all items required for a disbursement, CRC shall notify the Trustee of such determination so that the Trustee can disburse the Available Bond Proceeds in accordance with the terms and conditions of the Trust Indenture. CRC shall have the right to require that retainage be withheld in accordance with the terms and conditions of the Construction Contract and the construction contract for the Kent Project; provided that: (i) in all events CRC shall have the right to require the withholding of the following retainage: (A) until 50%completion of a contract, 10% retainage; and (B) from and after 50% completion of a contract, 5% retainage; and (ii) no retainage shall be required to be withheld in connection with supplier contracts. Upon completion of the Garage or the applicable Second Component Public Improvement or Kent Public Improvement of which the work performed pursuant to the contract is a part, together with receipt by CRC of copies of final lien waivers, all retainage shall be paid. Inspection. (a) Monthly Inspections. Each month during construction of the Second Component, the Inspecting Architect, at Developer's cost and expense, shall conduct a Monthly Inspection; provided that the Inspecting Architect shall provide reasonable written notice to Developer prior to each Monthly Inspection. After a Monthly Inspection, CRC may deliver to Developer a Non -Compliance Notice; provided that, upon receipt of a Non -Compliance Notice, Developer shall correct, or cause to be corrected, as soon as is practicable, all Material Defects identified in the Non -Compliance Notice, except and to the extent that any such Material Defects previously have been accepted, or deemed to have been accepted, by CRC. Upon receipt of written demand, Developer shall pay the Inspecting Architect's fee for each Monthly Inspection. At Developer's election, the Inspecting Architect shall: (i) schedule the Monthly Inspections to coordinate with draw requests submitted by Developer to the Trustee and/or any Private Lender that is identified to CRC; and (ii) provide to Developer, the Trustee, and/or any Private Lender (to the extent that an address therefor is provided to CRC) an inspection report with respect to Monthly Inspection. (b) Sample Work Inspection. If Developer delivers an Inspection Request to CRC, then, within the Inspection Period, CRC and/or the Inspecting Architect, at Developer's cost and expense, shall: (i) conduct a Sample Work Inspection of the Sample Work Installation identified in the Inspection Request, and (ii) deliver to Developer, if applicable, a Non -Compliance Notice; provided that: (i) upon receipt of a Non -Compliance Notice with respect to such Sample Work Installation, Developer shall correct, or cause to be corrected, as soon as is practicable, all Material Defects identified in the Non -Compliance Notice, except and to the extent that any such Material Defects previously have been accepted, or deemed to have been accepted, by CRC; and (ii) all items or components of such Sample Work Installation with respect to which no Material Defects are identified in a Non -Compliance Notice shall be deemed to be accepted by CRC. Any portion of the Second Component subsequently constructed or installed in accordance with: (i) a Sample Work Installation that has been accepted, or deemed to be accepted, by CRC; and (ii) the Laws; shall be deemed to be accepted by CRC. Z VJoeumenls,Shoup, Jcnny:City of CarmelTareel 5VPark East 19jan I5 Garage-?nd Component under RPATroject AgreementTrojecl Agreement;-13.wpd -34- (c) Permitted Inspection. Upon reasonable written notice delivered to Developer, which notice shall specify the portion of the construction to be inspected, CRC and/orthe Inspecting Architect may perform a Permitted Inspection. Aftera Permitted Inspection, CRC may deliver to Developer a Non -Compliance Notice; provided that, upon receipt of a Non -Compliance Notice, Developer shall correct, or cause to be corrected, as soon as is practicable, all Material Defects identified in the Non -Compliance Notice, except and to the extent that any such Material Defects previously have been accepted, or deemed to have been accepted, by CRC. (d) Final Inspection. if Developer delivers to CRC a written request for a Final Inspection, then, on or before the later of the date that is five business days after: (i) receipt by CRC of such request; or (ii) the date specified in such request as the date of Substantial Completion, CRC and/or the Inspecting Architect, at Developer's cost and expense, shall: (i) conductthe Final Inspection; and (ii) deliverto Developer, if applicable, a Non -Compliance Notice; provided that: (A) upon receipt of a Non -Compliance Notice, Developer shall correct, or cause to be corrected, as soon as is practicable, all Material Defects identified in the Non -Compliance Notice, except and to the extent that any such Material Defects previously have been accepted, or deemed to have been accepted, by CRC; and (B) all items or components of the Second Component with respect to which no Material Defects are identified in a Non -Compliance Notice shall be deemed to be accepted by CRC. Upon: (i) correction of all Material Defects identified in the Non -Compliance Notice, or (ii) deemed acceptance by CRC of the Second Component, CRC shall have no further inspection rights with respect to the construction of the Second Component. In connection with the Final Inspection, CRC and Developer shall agree on the final "punch -list", a copy of which shall be provided to CRC. Developer shall complete all of the items on the "punch -list" within 45 days after the date on which CRC and Developer agree on the final "punch -list". (e) Latent Defects -Correction. 0 Notwithstanding anything to the contrary set forth herein, no acceptance, or deemed acceptance, by CRC pursuant to this Section shall be applicable with respect to any Latent Defect, and Developer shall be obligated, at its expense, to correct any Latent Defects that are discovered, notwithstanding that CRC may have acquired fee simple title to, and/or received full possession of, the Garage. (ii) If, at any time after the Final Inspection, either CRC or Developer discovers a Latent Defect, then CRC or Developer, as applicable, promptly shall notify the other party in writing of the existence of such Latent Defect. Promptly after delivering or receiving such notice, as applicable, and in all events within 30 days thereafter, Developer shall prepare, and submit to CRC for its approval, a Corrective Action Plan. (iii) Within ten days afterCRC receivesthe Corrective Action Plan, CRC shall deliver to Developer written notice that it approves or rejects the Corrective Action Plan, provided that: (A) CRC shall notwithhold its approval unreasonably; and (B) if CRC rejects all or any part of the Corrective Action Plan, then such notice shall: (1) specify the part or parts that CRC is rejecting, and (2) include the specific basis for such rejection. (iv) If CRC reasonably rejects all or any part of the Corrective Action Plan, then, within ten days after Developer receives notice from CRC of such rejection, Developer shall: (A) revise the Corrective Action Plan, and tlhmumcu[s Shoup, Jenny -City or Carrzne Marcel 5SI'erk East Man 15 Garagc-2nd Component under RPAAProiect Agrcemerad'uneet Ag¢emcn1, 13.apd -35- (B) resubmit the Corrective Action Plan to CRC. Within ten days after CRC receives the resubmitted Corrective Action Plan, CRC shall deliver to Developer written notice that it approves or rejects the resubmitted Corrective Action Plan; provided that: (A) CRC shall notwithhold its approval unreasonably; and (B) if CRC rejects all or any part of the Corrective Action Plan, then such notice shall: (1) specify the part or parts that CRC is rejecting; and (2) include the specific basis for such rejection. This process shall continue until CRC has approved the Corrective Action Plan. (v) Developer shall be obligated to carry out the approved Corrective Action Plan in accordance with the schedule that is a part of such approved Correction Action Plan. (f) Latent Defects LOC. (i) If: (A) a Latent Defect is discovered during the Latent Defects LOC Period; and (B) the Corrective Action Obligations have not been completed on or before the date that is 30 days prior to the expiration of the term of the then current Latent Defects LOC, then Developer shall post a replacement Latent Defects LOC; provided that such replacement Latent Defects LOC shall have a term of 12 months, notwithstanding the fact that: (A) the remainder of the Latent Defects LOC Period may be less than 12 months, or (B) the Latent Defects LOC Period may be expiring contemporaneously with the term of the then current Latent Defects LOC, This requirement of posting a replacement Latent Defects LOC with a term of 12 months shall continue until such time as the Corrective Action Obligations have been completed. If Developer does not post a replacement Latent Defects LOC in accordance with the terms and conditions of this clause, then CRC may draw the full amount of the Latent Defects LOC. (ii) The fact that this Subsection does not require security for the obligation of Developer to correct Latent Defects that are discovered after the expiration of the Latent Defects LOC Period shall not be deemed in any way to limit the obligation of Developer pursuant to Subsection 9(e) to correct any and all Latent Defects, regardless of when such Latent Defects are discovered. (g) General. (i) In the case of an inspection by CRC and/orthe Inspecting Architect pursuant to this Section, CRC and/or the Inspecting Architect shall: (A) comply with all health and safety rules of which CRC has been informed that have been established for personnel present on the construction site, and (B) coordinate the inspections so that the inspections do not interfere with the performance of construction by Developer. Developer shall have the right to accompany, and/or to have its construction manager accompany, CRC and/or its Inspecting Architect during any inspection pursuant to this Section. (ii) An acceptance, or deemed acceptance, by CRC pursuant to this Section shall not mean that CRC has accepted, or Developer has been relieved of, responsibility for: (A) compliance with the Laws, (B) the proper application of construction means or methods, or (C) correcting any portion of the Second Component if it later is determined that such portion is Z 0."r eats\Shoup, JennyVCity of Car=PParcel 5V1'ark East Rkm15 Garage-2nd Component under RPAAProject AgreementAProject .4gmcmem.v 13. wpd -3 6- inconsistent with the proper completion of a subsequent portion of the Second Component (ii) An acceptance, or deemed acceptance, by CRC pursuant to this Section shall not be binding on any other governmental authority, and any inspections performed by CRC or the Inspecting Architect pursuant to this Section shall not preclude, or be deemed to be in substitution of, inspections required or permitted to be performed by other governmental authorities. (h) Copies. As required by the Remainder Project Agreement, Developer shall: (1) deliver promptly to CRC's counsel copies of all draw requests delivered to the Trustee and/or any Private Lender, and (ii) cause the Trustee and any Private Lender to deliver to CRC's counsel, promptly upon receipt thereof, copies of inspection reports obtained by the Trustee or such Private Lender, respectively. All draw requests and inspection reports received by CRC's counsel pursuant to this Subsection shall be subject to the attorney/client privilege between CRC's counsel and CRC. 10. Insurance. During construction of the Second Component, Developer shall maintain the policies of insurance required pursuant to Section 8 of the Remainder Project Agreement, which policies shall satisfy the requirements of such Section. Developer shall deliver to CRC certificates of the required insurance policies, executed by the insurance company or the general agency writing such policies. 11. Default. (a) Events of Default. It shall be an "Event of Default" if any party fails to perform or observe any term or condition of this Agreement to be performed or observed by it: (i) with respect to the obligation to pay money, if such failure is not cured within ten days after such payment is due, and (ii) with respect to any other obligation, if such failure is not cured within the Cure Period. (b) Remedies. Whenever an Event of Default occurs, the non -defaulting party may take whatever actions at law or in equity are necessary or appropriate to: (i) collect any payments due under this Agreement, (ii) protect the rights granted to the non -defaulting party underthis Agreement, (iii) enforce the performance or observance by the defaulting party of any term or condition of this Agreement (including, without limitation, the right to specifically enforce any such term or condition, it being acknowledged and understood by the parties that monetary damages are not an adequate remedy for the failure of either party to observe and/or perform any term or condition of this Agreement); or (iv) cure, for the account of the defaulting party, any failure of the defaulting party to perform or observe a material term or condition of this Agreement to be performed or observed by it. If the non -defaulting party incurs any costs or expenses in connection with exercising its rights and remedies under, or enforcing, this Agreement, then the defaulting party shall reimburse the non -defaulting party for all such costs and expenses, together with interest at the rate of 12% per annum. (c) No Remedy Exclusive. No right or remedy herein conferred upon, or reserved to, a non -defaulting party is intended to be exclusive of any other available right or remedy, unless otherwise expressly stated (for example, as stated in Section 12 or Section 13), 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 a non -defaulting party 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 a non -defaulting party to exercise any of its rights or remedies, it shall not be necessary for the non -defaulting party to give notice to the ZVDocumentr Shoep, JennyVCity of CarmelNarcel 5VPark East Man 15 Unrage-2nd Component under RPAAProject AgreementTroject Am. greewev l3. wpd -37- defaulting party, other than such notice as may be required by this Section or by the Laws. 12. Recapture by CRC. (a) Recapture Right. If construction of the Second Component has not commenced as of the date that is six months after the date specified in the approved Second Component Construction Schedule, then the terms and conditions of Subsection 10(a) of the Remainder Project Agreement shall apply; provided that all references to a portion of the "Project Site" and/or a "Component' shall be deemed to be references to the Second Component Site and/or the Second Component, respectively. If CRC exercises its right to require reconveyance of the Second Component Site to CRC pursuant to Subsection 10(a) of the Remainder Project Agreement, then: (i) at the time that the Second Component Site is reconveyed to CRC, and in addition to the automatic termination of the Remainder Project Agreement with respect to the Second Component Site, each of: (A) this Agreement, (B) the Second Component Completion Guaranty; and (C) to the extent applicable to the Second Component, the Back -Up Completion Guaranty; automatically shall terminate and be of no further force or effect; and (ii) neither CCC nor Developer shall have any further rights hereunder with respect to the Second Component Site. (b) Sole Remedy. Notwithstanding anything to the contrary set forth herein, the rights set forth in this Section (including, by incorporation, the rights set forth in Subsection 10(a) of the Remainder Project Agreement) the Taxpayer Agreements, the Taxpayer Agreement Guaranty, the Second Component Completion Guaranty, and the Back -Up Completion Guaranty shall be the sole remedies available to CRC for the failures and/ordelays specified in this Section, provided that: (i) if CRC exercises its right to require reconveyance of the Second Component Site in accordance with the terms and conditions of this Section, then, at the time of the reconveyance of the Second Component Site to Cl each of: (A) the Second Component Completion Guaranty, and (B) to the extent applicable to the Second Component, the Back -Up Completion Guaranty; automatically shall terminate and be of no further force or effect, and (ii) Cl shall have: (A) the remedies of specific performance and/or injunction to ensure compliance with the terms and conditions of this Section, and (B) the right to recover all costs and expenses incurred in connection with exercising the remedies permitted pursuant to this Section. (c) Reconveyance Closing. If CRC elects to require the reconveyance of the Second Component Site in accordance with the terms and conditions of this Section, then the terms and conditions of Subsection 10(c) of the Remainder Project Agreement shall apply. 13. Construction Delay. (a) Catch -Up Plans, If Developer falls 60 or more days behind the applicable dates set forth in the Second Component Plan Schedule or the Second Component Construction Schedule for the design or construction of the Second Component, then the terms and conditions of Subsection 11(a) of the Remainder Project Agreement shall apply, provided that all references to a "Component" and/or a "Component Catch -Up Plan" shall be deemed to be references to the Second Component and/or a Catch -Up Plan, respectively. (b) Costs. Developer shall be responsible for all costs and expenses to prepare and implement a Catch -Up Plan (including costs and expenses incurred by CRC pursuant to this Section)- (c) Sole Remedy. Notwithstanding anything to the contrary set forth herein, the rights set forth in this Section (including, by incorporation, the rights set forth in Subsection 11(a) of the Remainder Project Agreement), the Taxpayer Agreements, and the Taxpayer 7.'�DocumenliShoup, Jenny:Cip of CarmelAParcel 5VP., k Bast I Wan 15 <�tvogc-2nd Componem under RPATcoject A,,rcementAPrgied Agru:men1.c 13.thtd -38- Agreement Guaranty shall be the sole remedies available to CRC for the failures and/or delays specified in this Section; provided that CRC shall have: (i) the remedies of specific performance and/or injunction to ensure compliance with the terms and conditions of this Section; and (ii) the right to recover all costs and expenses incurred in connection with exercising the remedies permitted pursuant to this Section. 14. Reimbursements (a) Advisor Invoices. CRC acknowledges that, as of the Execution Date, Developer or CCC (or an entity affiliated with DeveloperorCCC) has reimbursed CRC for ''%of the Advisor Costs billed to date. During the period: (i) commencing on the Execution Date, and (ii) ending on the Closing Date; and within 15 days after receipt of Advisor Invoices, Developer or CCC (or an entity affiliated with Developer or CCC) shall pay directly (or reimburse CRC for) all Advisor Costs reflected in the Advisor Invoices. The obligation to pay directly (or reimburse CRC for) the Advisor Costs shall apply even if this Agreement is terminated prior to the Closing, except in the case of a termination due to an Event of Default by CRC. (b) Closing Reimbursement. On the date on which Developer makes its first draw of Available Bond Proceeds, additional Available Bond Proceeds shall be disbursed to: (i) reimburse Developeror CCC (orthe applicable entity affiliated with Developeror CCC) for the Advisor Costs paid (or reimbursed) by it pursuant to this Section, and (ii) pay directly (or reimburse CRC for) all Advisor Costs billed to date that have not been paid (or reimbursed) by Developer or CCC (or an entity affiliated with Developer or CCC), including the second''/z of the Advisor Costs billed through the Execution Date. (c) Disbursement. Developer and CCC acknowledge that the Laws and/or the documents that will be executed in connection with the issuance of the Bonds require that the Available Bond Proceeds be: (i) disbursed within a proscribed period of time; and (ii) used only as permitted pursuant to Subsection 8(c). If the full amount of the Available Bond Proceeds are not: (i) disbursed to Developer pursuant to the terms and conditions of this Agreement prior to the expiration of the proscribed period of time; or (ii) used by Developer for the purposes permitted in Subsection 8(c), then Developer or CCC (or an entity affiliated with Developer or CCC) shall: (i) pay directly (or reimburse CRC for) all resulting Claims, and, in addition (ii) indemnify and hold harmless CRC from and against any and all resulting Claims. 15. Mutual Indemnification. Each of CRC and CCC: (a) reaffirms its indemnification obligations pursuant to Section 13 of the Remainder Project Agreement; and (b) agrees that such indemnification obligations extend, and apply with respect, to this Agreement. Developer agrees that it shall be deemed to have incurred the indemnification obligations set forth in Subsection 13(b) of the Remainder Project Agreement, accordingly, such indemnification obligations shall be deemed to be undertaken by Developer in this Section as though such indemnification obligations were set forth herein in full. Notwithstanding anything to the contrary set forth herein, the obligations of the parties under Section 13 of the Remainder Project Agreement (and, accordingly, this Section) shall survive the termination of the Remainder Project Agreement and this Agreement. 16. Assignment. The terms and conditions of Section 14 of the Remainder Project Agreement shall apply with respect to the assignment of this Agreement including that, consistentwith the terms and conditions of Section 14 of the Remainder Project Agreement, Developer may sell the Retail Element (or units of space therein) after completion of the Second Component. Notwithstanding anything to the contrary set forth herein, CRC acknowledges that, while CCC West, LLC, and CCC Phase II, LLC, currently are the "Developer", it is the intent that a new entity shall be created, which entity shall receive title to the Second Component and step into the shoes of CCC West, LLC, and CCC Phase II, LLC, thereby becoming the "Developer". CRC consents Z P,Documtnts\Shoup, lennA,City of C trme1APnrce15VPerk Enst 19Jnn15 Gnrnge-2nd Component under RPA\Project Agreement\Project Agreement v13. ,pd -39- to the assignment of this Agreement to the new entity, so long as the new entity accepts in writing all of the obligations of the "Developer" hereunder. 17. South Developments. CRC agrees that, in connection with any redevelopment projectwith respect to which CRC has involvement, which project is constructed on real estate located south of Parcel 5, CRC shall ensure that such project provides adequate parking such that it will not be necessary for visitors to, or tenants, patrons, or other users of, such project to park in the Garage or any otherstructured parking facilities located on Parcel 5. 18. 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; or (b) 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, Attn: Corrie Meyer, with a copy to: Jennifer R. Shoup, Esq., Wallack Somers & Haas, PC, One Indiana Square, Suite 2300, Indianapolis, Indiana 46204, and to CCC and Developer at 770 3rd Avenue Southwest, Carmel, Indiana 46032, Attn: Ron Brown. Either party may change its address for notice from time to time. 19. Authority. Each undersigned person executing this Agreement on behalf of CRC, CCC, and Developer represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary action of CRC, CCC, and Developer, 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, (c) the execution, delivery, and performance of this Agreement have been authorized by CRC, CCC, and Developer, respectively, and (d) this Agreement is the valid and binding obligation of CRC, CCC, and Developer, respectively, that, subject to the Laws, is enforceable in accordance with its terms. 20. Force Majeure. Notwithstanding anything to the contrary set forth herein, if either party is delayed in, or prevented from, observing or performing any of its obligations under, or satisfying any term or condition of, this Agreement as a result of Force Majeure, then: (a) the party asserting Force Majeure shall deliver written notice to the other party; (b) such observation, performance, or satisfaction shall be excused for the period of days that such observation, performance, or satisfaction is delayed or prevented, and (c) the deadlines forobservation, performance, and satisfaction, as applicable, shall be extended forthe same period. 21. Miscellaneous. Subject to Section 16 (and Section 14 of the Remainder Project Agreement), this Agreement shall inure to the benefit of, and be binding upon, CRC, CCC, and Developer, and their respective successors and assigns. 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; and (c) may be modified only by a written agreement signed by all of CRC, CCC, and Developer. 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. CCC and Developer waive, to the extent permitted under applicable law: (a) the right to a trial by jury; and (b) any right CCC or Developer may have to: (i) assert the doctrine of "forum non conveniens", or (ii) object to venue. Z:ADocuments'Shoup, Jenny"City of CarmelAPareel 5VPark East I9Jan I i Garage -Ind Component under RPAAProlect Agree mentAP re i ect AgreeinentM 3.wpd -40- IN WITNESS WHEREOF, CRC, CCC, and Developer have executed this Agreement as of the date set forth above. THE CITY OF CARMEL REDS E MENT C ISSION By: William Hammer, Pre d nt AND By: OJC-. Printed: hVij ( 50 w ens / Title: �I ICC r rLi dc11 CARMEL/Y TES, LLC 1-2 Printed: Title: -v- C CCC WE T, LL By: Printed: �jf uC Title: eP GSi /IC7� CCC PE II, LC By: Printed: &Ipuc-e, A Lr f oy Title: er ! ST; OlGn.e-- - zf � Uuainronu:Shoup, 1c....v Oty al'larmcN'urua �lYark I?vsI Im:cc-'_nJ lam ponan under KPHAPfu�uq AgrwmcntU'ml c� i� m..... 03 wpd _41_ INDEX TO EXHIBITS Exhibit A-1 Site Plan - shows Easement Area, Parcel 5 Remainder (all but Phase 1 and Nash), Second Component Site (include where the planned Second Component Public Improvements will be constructed), Baldwin Component Site, Chambers Component Site, Eastern Motor Court Component Site, Holland Component Site, Kent Project Site, Office Building Site, Playfair Component Site, Windsor Component Site, and Wren Component Site. This can be multiple pages if it is easier to read that way Exhibit A-2 Area Map - shows Parcel 2 and Parcel 12 Exhibit B Second Component Plan Schedule (schedule in accordance with which CCC submits Second Component Design Development Documents, Second Component Construction Schedule, Second Component Construction Drawings, Garage Budget, and Second Component Public Improvements Budget) Exhibit C CRC Streetscape Work description ZDoc,m,nls,Shoup, Jen,,) City orCarmel'P=r l5VPnrk East 191on15 Garage-2nd Component under RPAVProject AgrcementAProject Agra:ment. a 13,,pd -42_ EXHIBIT C CRC Streetscape Work To be determined jointly by the parties at a later date /_':DocumentsShcup, lanny',City of C.rmelAPa,cel 5Nark East MaW5 (iarage-2nd Component under RPATroject AgreementTroject Agreemcnly 13.wpd H, , � C � G Q d .Q Lo ,X i m 0- N N y y w N r C O a C C� e N C W U r O. C. W- O O= 0 y0 Q O O 0£ � a =o U U W V V p U c S L L L U L L K 3 m 0. = w N i N N R W m M 0 C W U n a •rN� �.< a,..mt � t r mYs =r z. _ ;;u . u i 4 tS Ek ,0 ath 8 g, i � h n. 3 MS RnNRAV 'UB£ Molina NSYN u R L Reflecting Pool EXHIBIT © 2014 Camel City Center, LLC CITY CENTER DRIVE A - 1 (pg ,) Kent Building Site and Office Building Site www.carmelcitycenter.com 1 09.09.14 CITY CENTER DRIVE 3 Reflecting Poo! . EXHIBIT A-2 © 2014 Carmel City Center, LLC www.carmelcitycenter.com 1 09.09.14 (� 7� \»� \§\y \\\�� ti e -. OBQ AOM m e Jew eel' ri= & 00Q n � AO� �dtl s qad OGG � BOG _ :6nv G7 inr . - cii e l - Ong' i+ : Agri z _ AV , ai a Jew qo:l OGG AON U 2 N3 ti3 6w w � a� cd y a o A C'i Y acccc N w' 4 W. �. sue.�coc_ a g m W EXHIBIT C CRC Streetscape Work To be determined jointly by the parties at a later date Z.\Documents\Shoup, Jenny\City of CarmepParceBTark East Gamge- 2nd Component under RPA\Pmject Agreementvtb