35 East Maim Street /CRC/sublease to HCCVB .3Ltdi�C..t'LC'crfr.^tG�
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35 EAST MAIN STREET BUILDING SUBLEASE
This Sublease, entered into as of the first day of Jure L�7 .2005, by The City of Carmel
Redevelopment Commission ("CRC"), and the Hamilton County Convention and Visitors Bureau,
Inc., an Indiana non-profit corporation whose purpose is to promote development and growth of
the convention, visitor,and tourism industry in Hamilton County(the "Tenant").
Whereas, the CRC leases the ground level store front portion of Unit 3 of the Carmel Old
Town Shops,Phase II,commonly known as 35 E Main Street, Cannel,Indiana containing three
hundred(300) square feet more or less(said store front hereinafter referred to as the "Leased
Premises") for the purpose of supporting the arts,tourism, and community affairs; and,
Whereas, the Tenant leases Unit 4 of the Cannel Old Town Shops,Phase II(the building as
a whole herein referred to as the `Building") commonly known as 37 East Main Street, Carmel,
Indiana, and is; and,
Whereas,the Building and the Leased Premises are subject to a recorded Declaration of
Covenants and Easements, as amended from time to time, which affect the Leased Premises(the
"Covenants"), and are enforced by the Declarant under the Covenants("Declarant") and!or an
owner's association to be formed under the Covenants("Owner's Association"); and,
Whereas, as Tenant is interested in subleasing the Leased Premises to both further its
purpose and the purpose for which the CRC leased the Leased Premises.
Witnesseth that CRC and Tenant, in consideration of their mutual undertakings,agree as
follows:
CRC hereby subleases to Tenant and Tenant hereby subleases from CRC the Leased
Premises specifically depicted in Exhibit"A"to this Sublease for a term of three(3)years,
commencing on the substantial completion of Tenant Improvements as more completely described
below(the"Commencement Date") and ending on the last day of the month following the second
anniversary of the Commencement Date, unless sooner terminated or extended all upon the
following covenants,terms and conditions:
I. RENT
Tenant covenants and agrees to pay to CRC,without demand,notice or set off,rent for the
Leased Premises as set forth below. 4
A. Base Rent. Tenant shall provide leasehold improvements and construction O D�1
supervision for the build out of the Leased Premises as depicted in Exhibit`B" d
("Tenant Improvements")which the parties acknowledge and agree will be credited
as Tenant's obligation to pay Base Rent for the Leased Premises for the initial three
(3) year term of this Sublease so long as the Tenant occupies and uses the Leased
Premises for the purposes set forth in paragraph 4 below.
B. Additional Rent. As additional rent,Tenant shall and agrees to pay
telecommunication costs,janitorial costs and for electricity consumed in the Leased
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Premises,(hereinafter referred to as "Additional Rent"), and in the event of non-
payment, CRC shall have all rights and remedies with respect thereto as provided in
the case of non-payment of rent.
2. COMMON AREA
The term "Common Area" shall mean all areas,improvements, space, equipment or
services owned or provided by or through CRC, the Declarant and used in common with the
various occupants of the Building, such as streets, entrances, loading zones, parking areas,
retaining walls,common walls, exterior walls, roofs,ramps, sidewalks, equipment,pumps,
landscaping, signage, lighting,etc. Tenant's use of the Common Area shall be subject to the
Covenants and the reasonable rules and regulations of the Declarant, CRC and/or Owner's
Association,and the rights of the CRC and other owners of property in the Building, and their
employees, agents and customers.
3. [INTENTIONALLY LEFT BLANK]
4. USE AND COMPLIANCE WITH LAWS
The Leased Premises shall be used by Tenant only for the purpose of to promote the
development and growth of the convention,visitor, and tourism industry in the county and
supporting the arts, tourism, and community affairs, and such other purposes allowed by CRC in
writing consistent with the statutory purposes of CRC, and for no other use or purpose. Tenant
shall keep the Leased Premises in a clean and orderly condition and shall conduct its business there
from in a careful and safe manner. Tenant shall not use the Leased Premises or maintain them in
any manner constituting a violation the Covenants, or of any ordinance, statute, regulation,or order
of any governmental authority, including without limitation zoning ordinances,nor shall Tenant
maintain,permit,or suffer any nuisance to occur or exist on or about the Leased Premises.
5. RENEWAL AND SURRENDER
A. Right to Terminate. Tenant.i is granted the right to terminate this Sublease effective
the 1st clay of September(or earlier with the written consent of CRC,which consent to earlier
termination shall be given in the sole discretion of CRC) of each year of this Sublease on the
following terms and conditions:
(1) The reason for Tenant's termination of the Sublease shall be based solely on
Tenant's inability,in good faith and after due diligence, to secure adequate funding to provide
Visitors Services as defined below; and
(2) Tenant provides notice of its funding difficulties as soon as possible to
CRC, with final written notice of termination to be received by CRC no later than the 1st day of
April in the year of termination.
This right to terminate is personal to the Visitor's Bureau and shall in no event be available
to any assignee of the Visitor's Bureau or any successor to the Visitor's Bureau's interest in this
Sublease.
B. Option to Renew. Tenant is.granted the option to extend this Sublease for up to
two(2) additional terms of two(2)years each commencing immediately after the initial term of
the Sublease(referred to as the"Option Period(s)"and or"Option(s)")upon the same terms and
conditions contained in this Sublease with the exception of the Base Rent payable during the
2
Option Period(s). Base Rent during the first Option Period shall be Three Thousand Two Hundred
Seventy-Five Dollars($3,275.00) per year payable in advance on or before the first day of the
Sublease year;provided,however, that Base Rent during the Option Period may be waived by
CRC in CRC's sole and exclusive discretion. Upon the exercise of the second option period
provided for above, the Base Rent shall be adjusted in accordance with the Consumer Price Index
(1967 All Cities Index)as published for the period ending 90 days prior to the conclusion of the
then current term. The appropriate adjustment for the preceding two year period shall be reflected
in the total rent due for the new term divided into equal yearly payments. The calculation shall be
set down in writing and attached to this Sublease as an addendum signed by both parties.
To exercise these Option(s),(1)Tenant must provide CRC notice in writing of its intent to
exercise this Option no later than one hundred eighty(180)days prior to the termination of the
initial term(or extended term) of this Sublease, and (2)Tenant must not be in default at the time it
exercises this Option.
C. Surrender. Upon the expiration or sooner termination of this Sublease, Tenant shall
surrender to CRC the Leased Premises, together with all other property affixed to the Leased
Premises(excepting trade fixtures)broom clean and in the same order and condition in which
Tenant received them;with CRC approved Tenant Improvements excepted. Unless an event of
default as hereinafter defined has occurred and remains uncured, Tenant shall, prior to the
expiration of the term, remove all of Tenant's trade fixtures and personal property from the Leased
Premises. Any damage to the Leased Premises caused by such removal or due to Tenant's
occupancy shall be repaired by Tenant prior to the expiration of the term of this Sublease. At
CRC's option,if Tenant fails to remove such trade fixtures and personal property,then the same
shall be deemed property of the CRC and/or Tenant shall be charged rent until the Leased Premises
are restored. If Tenant shall remain in possession of all or any part of the Leased Premises after
the expiration of the term of this Sublease with the written consent of the CRC, then Tenant shall
be a lessee from month to month at the same or increased rental and subject to all of the other
applicable covenants, terms, and conditions hereof. These provisions shall not be construed to
expand any option rights, if any, granted in this Sublease, nor shall they be utilized by Tenant to
avoid any requirements or conditions of such periods.
6. ASSIGNMENT AND SUBLETTING
Tenant shall not assign, mortgage,encumber, or transfer this Sublease in whole or in part,
or sublet the Leased Premises or any part hereof, nor grant a license or concession in connection
therewith without the prior written consent of the CRC. This prohibition shall include any act
which has the result of a merger, consolidation or liquidation of Tenant or transfer by sale or
otherwise in excess of 10% of the ownership of Tenant during the term of this Sublease, except
any transfer or assignment resulting from the death of Tenant, if a natural person.
If Tenant requests CRC's consent to Tenant assignment, subletting or transfer of this
Sublease as described above, Tenant agrees to reimburse CRC for reasonable accounting and
attorneys'fees incurred in conjunction with the investigative process of reviewing a.potential
Tenant and documentation of the assignment or transfer of interest.. In the event CRC does consent
to any type of assignment or transfer described above; (1)it shall not operate as a waiver of the
requirement that this subsection shall apply to future assignment or subletting;(2) it shall not
relieve Tenant or Tenant's guarantors from financial liability under this Sublease; and(3) all option
periods, if any, allowed under this Sublease shall be void and of no force and effect.
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7. ALTERATIONS AND MAINTENANCE OF LEASED PREMISES
Other than Tenant Improvements depicted in Exhibit`B", Tenant shall not cause or permit
any alterations, additions, or changes of or upon any part of the Leased Premises without first
obtaining the written consent of CRC. It is understood by Tenant that no antennas, satellite dishes,
or other equipment shall be installed by Tenant upon the roof, walls or grounds of the Building.
All alterations, additions, or changes to the Leased Premises shall be made in accordance with all
applicable laws and shall become property of CRC.
Tenant shall provide its own janitorial service and shall make all interior repairs to the •
Leased Premises and other repairs not required to be made by the Declarant or the Owner's
Association to maintain the Leased Premises in substantially the same condition as it existed at the
commencement of the Sublease, ordinary wear and tear excepted.• Tenant shall not be obligated
under this provision to repair any injury to the Leased Premises resulting from fire or other
casualty covered by the Owner's Association,the CRC's or the Declarant's insurance. The
preceding sentence is not intended to limit,modify, or release Tenant from any liability it may
have for damage or destruction.
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8. MECHANIC'S LIENS
Tenant shall not permit any Statement of Intention to hold a Mechanic's Lien to be filed
against the Leased Premises or any part thereof nor against any interest or estate therein by reason
of labor, services, or materials claimed to have been performed or furnished to or for Tenant. If
such Statement of Intention to hold Mechanic's Lien shall be filed, CRC at its option may compel
the prosecution Of an action for the foreclosure of such Mechanic's Lien by the lienor. If any such
Statement of Intention to hold a Mechanic's Lien shall be filed and an action commenced to
foreclose the lien, Tenant, upon demand by CRC, shall cause the lien to be released by the filing of
a written undertaking with a surety approved by the Court and obtaining an order from the Court
releasing the property from such lien. Nothing in the Sublease shall be deemed or construed to
constitute a consent to or a request to any party for the performance of any Iabor or services or the
furnishing of any materials for the improvement, alteration, or repairing of the Leased Premises;
nor as giving Tenant the right or authority to contract for, authorize, or permit the performance of
any labor, service,or the furnishing of any material that would permit the attachment of a valid
Mechanic's Lien.
9. INDEMNIFICATION AND RELEASE
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Regardless of whether or not separate, several,joint, or concurrent liability may be imposed
upon CRC or Owner, Tenant shall indemnify and hold harmless Owner and/or CRC from and
against all damages, claims, and liability arising from or connected with the Tenant's control or use
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of the Leased Premises, including without limitation, any damage or injury to person or property.
This indemnification shall not include any matter for which the CRC or Owner is effectively
protected against by insurance. If CRC or Owner shall, without fault, become a party to litigation
commenced by or against Tenant then Tenant shall indemnify and hold CRC and/or Owner
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harmless. The indemnification provided by this Section shall include all legal fees,legal costs and
fees in connection with any such claim, action, or proceeding. Tenant does hereby release CRC
and/or Owner from all liability for any accident, damage, or injury caused to person or property on
or about the Leased Premises. CRC and Tenant do each hereby release the other from all liability
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for an accident, damage or injury caused to person or property, provided this release shall be
effective only to the extent that the injured or damaged party is insured against such injury or
damage and only if this release shall not adversely affect the right of the injured or damaged party
to recover under such insurance policy.
10. CONSTRUCTION AND PREPARATION OF PREMISES
A. Tenant Improvements. Tenant shall promptly complete the Tenant Improvements
to the Leased Premises in a good and workman like manner at Tenant's sole cost and expense.
B. Completion of Work. Upon substantial completion of Tenant Improvements
acknowledged in writing by Tenant and CRC, the initial three (3) year term of this Sublease shall
commence.
11. EVENTS OE DEFAULT
Any of the following shall be deemed an Event of Default:
A. The failure to pay an installment of rent when the same becomes due and the failure
continues for 5 days after notice thereof is given to Tenant;
B. Tenant's failure to perfoun or observe any other covenant, term, or condition of this
Sublease to he performed or observed by Tenant; and if curable,the failure
continues for 15 days after notice thereof is given to Tenant;
C. Abandonment of the Leased Premises;
D. The filing or execution or occurrence of:
(1) An involuntary petition in bankruptcy against Tenant and the failure of
Tenant, in good faith,to promptly commence and diligently pursue action to
dismiss the petition;
(2) A petition against Tenant seeking a reorganization,arrangement,
composition,readjustment, liquidation, dissolution, or other relief of the
same or different kind under any provision of state law or the Bankruptcy
Act, and the failure of Tenant,in good faith,to promptly commence and
diligently pursue action to dismiss the petition;
(3) A general assignment for the benefit of creditors by Tenant;or
(4) The taking by any party of the leasehold created hereby, or any part thereof,
upon foreclosure, levy,execution, attachment, or other process of law or
equity.
For purposes of this Section 11 and Sub-Section B of Section 12, the term "Tenant" shall
include any assignee, sub-lessee, or guarantor of the Tenant. This provision, however, shall not be
construed to permit the assignment of this Sublease, nor the subletting of the Leased Premises,
except as may be permitted hereby.
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12. CRC'S REMEDIES
A. Upon the occurrence of any Event of Default CRC may, at its option, in addition to
any other remedy or right it has hereunder or by law:
(1) Re-enter the Leased Premises, without demand or notice, and resume
possession by an action in law, equity, by force, or otherwise and without
being Iiable in trespass or for any damages and without terminating this
Sublease. CRC may remove all persons and property from the Leased
Premises and such property may be removed and stored at the cost of
Tenant.
(2) Terminate this Sublease at any time upon the date specified in a notice to
Tenant. Tenant's liability for damages shall survive such termination.
Upon termination such damages recoverable by CRC from Tenant shall: at
CRC's option, be either an amount equal to "Liquidated Damages"or an
amount equal to "Indemnity Payments".
"Liquidated Damages"means an amount equal to the excess of the rental
provided for in this Sublease which would have been payable hereunder by
Tenant,had this Sublease not so terminated,for the period commencing
with such termination and ending with the date set for the expiration of the
original or renewal term granted. (hereinafter referred to as "Unexpired
Term") over the reasonable value of the Leased Premises for such
Unexpired Term.
"Indemnity Payments"means an amount equal to the rent and other
payments provided for in this Sublease which would have become due and
owing there under from time to time during the Unexpired term plus the
cost and expenses paid or incurred by CRC from time to time in connection
with:
(a) Obtaining possession of the Leased Premises;
(b) Removal and storage of Tenant's or other occupant's property;
(c) Care;maintenance. and repair of the Leased Premises while vacant;
(d) Re-letting the whole or any part of the Leased Premises;
(e) Repairing, altering,renovating,partitioning, enlarging, remodeling,
or otherwise putting the Leased Premises, either separately or as part
of larger premises, into condition acceptable to and reasonably
necessary to obtain new lessees;
(0 Making all repairs, alterations, and improvements required to be
made by Tenant hereunder and of performing all covenants of the
Tenant relating to the condition of the Leased Premises, less the rent
and other payments, if any, actually collected and allocable to the
Leased Premises or to the portions thereof re-let by CRC. Tenant
shall on demand make Indemnity Payments monthly, and CRC can
sue for all Indemnity Payments as they accrue.
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(3) Without terminating this Sublease,re-let the Leased Premises without the
same being deemed an acceptance of a surrender of this Sublease nor a
waiver of CRC's rights or remedies and re-letting by CRC may be for a
period equal to,less than, or extending beyond the remainder of the original
term, or for the whole or any part of the Leased Premises, separately or with
other premises or for any sum, or to any lessee or for any use CRC deems
appropriate.
B. Upon the occurrence of any of the following:
(1) The filing of a voluntary petition in bankruptcy by Tenant;
(2) The filing of a petinon or answer by Tenant seeking a reorganization,
arrangement, composition,readjustment, liquidation,dissolution,or other
relief of the same or different kind under any provision of the Bankruptcy
Act;
(3) An adjudication of Tenant as a bankrupt or insolvent;
(4) The appointment of a trustee,receiver, guardian,conservator, or liquidator
of Tenant with respect to all or substantially all of its property,
this Sublease shall terminate ipso facto as of such occurrence and the Leased
Premises shall be surrendered as required by Section 5. Tenant's liability for
damages shall survive such termination, and CRC shall be entitled to recover an
amount equal to Liquidated Damages as defined above or an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when and
governing the proceedings in which such amount is sought, whichever is less.
13. ATTORNEY'S FEES
The non-prevailing party shall pay the prevailing party's reasonable legal costs and
attomey's fees incurred in successfully enforcing any covenant,term, or condition of this Sublease.
14. KEYS,ACCESS BY CRC TO LEASED PREMISES
Tenant shall not change the locks to the Leased Premises nor shall Tenant add additional
locks or devices to the Leased Premises without the prior written agreement of CRC. CRC shall, at
all times, be provided with keys and access to the Leased Premises.
Upon CRC's reasonable request, Tenant shall allow CRC's use of the Leased Premises,
without charge, for CRC's events, meetings,record storage,and business use.
CRC, CRC's agents, CRC's prospective lessees, purchasers, or mortgagees shall be
permitted to inspect and examine the Leased Premises at all reasonable times, and CRC shall have
the right to make any repairs to the Leased Premises which CRC may deem necessary,but this
provision shall not be construed to require CRC to make repairs except as is otherwise required
hereby. For a period commencing six(6)months prior to the expiration of the term of this
Sublease, CRC may maintain "For Rent" signs on the front or on any part of the Leased Premises.
15. QUIET ENJOYMENT
i
If Tenant shall perform all of the covenants and agreements herein provided to be
performed on Tenant's part, Tenant shall,at all times during the term, have the peaceable and quiet
enjoyment of possession of the Leased Premises without any manner of hindrance from CRC or
any parties claiming under CRC.
16. SECURITY PAYMENT (INTENTIONALLY LEFT BLANK]
17. [INTENTIONALLY LEFT BLANK]
18. SIGNS AND SIGNAGE •
All signs, lettering, advertising, decoration,lighting, or any other thing of any kind visible
from the exterior of the Leases Premises installed by Tenant shall be fast approved in writing by
CRC, Declarant, Owner's Association and/or by any civil authority from whom approval must be
obtained and the location,materials utilized and method of installation of the same shall be as
designated or approved by CRC Declarant, Owner's Association and/or by any civil authority from
whom approval must be obtained. Exterior sign dimensions, materials and color shall conform
with existing signage and the architecture and design of the Leased Premises. All signage costs
shall be borne by Tenant. Tenant shall not apply for any variance from any civil authority without
having first obtained a written consent from CRC.
• 19. INSURANCE
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It shall be the duty of the Tenant to provide, at its own expense, liability insurance for the
mutual protection of Tenant, CRC, Owner and, if required by the Covenants, the Declarant and/
Owner's Association, in an amount sufficient to cover any foreseeable contingency with coverage
not less than$1,000,000 for injury to one or more persons and/or incident(s) and$1,000,000
property damage: Copies of such policies shall be made available to CRC at CRC's request.
It shall be the duty of the Tenant to provide, at its own expense,casualty insurance for the
mutual protection of Tenant, CRC, Owner and, if required by the Covenants, the Declarant arid/
Owner's Association, in an amount sufficient to cover full replacement costs of all Tenant
Improvements which are not covered by the Owner's Association required coverage under the
Covenants. Copies of such policies shall be made available to CRC at CRC's request. Deductible
. amounts in excess of$10,000.00 must be approved by CRC.
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20. TIIRU 23. INTENTIONALLY LEFT BLANK.
24. ATTORNMENT,SUBORDINATION AND ESTOPPEL CERTIFICATES
A. Attornment. Upon any transfer of possession of the Leased Premises, transfer of
CRC's interest in the Sublease Premises or this Sublease, Tenant shall attom to any.person or entity
that acquires possession of the Leased Premises or any of CRC's interests in the Leased Premises
or this Sublease and recognize such person or entity as CRC under this Sublease. Tenant agrees
that in the event of such transfer,Tenant shall execute any necessary documents with respect to
these attornment provisions and further to pay all future rental payments to such person or entity
upon notice.
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B. Subordination. Tenant's rights under this Sublease shall be subordinate to the rights
of any lien of mortgage,mortgages or encumbrances now or hereafter encumbering the Leased
Premises or any part thereof now or hereafter existing. The subordination of Tenant's rights shall
be applicable to any amendment,modification, extension or renewal of the Sublease andior any
mortgage or encumbrance now or hereafter existing. Upon CRC's written request,Tenant shall
execute and deliver to CRC an agreement,in recordable form, subordinating its rights hereunder to
the lien of any mortgage or mortgages now or hereafter encumbering the Leased Premises or any
part thereof.
C. Estoppel Certificates. Within ten(10)days after CRC's written request therefore,
Tenant shall deliver to CRC or to the mortgagee of the Leased Premises or to any prospective
purchaser or mortgagee of the Leased Premises a written statement, in recordable form,certifying
(if such is the case):that this Sublease is in full force and effect and has not been assigned,
modified, supplemented or amended;that all covenants, conditions and agreements on the part of
CRC hereunder have been performed; such information required by the purchaser or lender;that
there are no defenses or offsets to the enforcement of this Sublease by CRC or stating those
claimed by Tenant;that Tenant has no claims of any kind by virtue of the Sublease;that neither
Tenant nor CRC is in default under the Sublease; that CRC has completed all required construction
under the Sublease and that the Tenant has accepted possession of the Leased Premises without
exception. Tenant further agrees to provide information as to any amendments or modifications
with respect to the Sublease.
25. ADVANCES AND INTEREST
Upon the occurrence of any Event of Default, CRC may,if such default has not been cured;
cure that default for the account and at the expense of Tenant. If CRC in curing such default is
compelled to pay or elects to pay any sum of money or do any acts which will require the payment
of any sum of money,the sum so paid or incurred shall be reimbursed by Tenant upon demand by
CRC. All sums as to which Tenant is in default of payment shall bear interest at the rate of twelve
percent(12%)per annum until paid.
26. DESTRUCTION OF THE LEASED PREMISES
If the Leased Premises should be damaged or destroyed by fire or other cause to such an
extent that the cost of repair and restoration would exceed thirty percent(30%)of the amount it
would cost to replace the Leased Premises or the Building in theft entirety at the time such damage
or destruction took place, then CRC shall have the right to cancel this Sublease by giving Tenant
notice of such election within forty-five (45) days after the occurrence of such damage or
destruction and this Sublease shall terminate as of fifteen(15) days after the date such notice is
given. If CRC fails to exercise this option to terminate; then CRC shall, with the proceeds of
insurance coverage available,promptly repair and restore the Leased Premises to substantially the
same condition they were in prior to the damage or destruction.
If the Leased Premises should be damaged or desxoyed by fire or other cause to such an
extent that the cost of repair and restoration would be less than thirty percent(30%) of the amount
it would cost to replace the Leased Premises or the Building in its entirety at the time such damage
or destruction took place,then this Sublease shall not terminate and the CRC shall,with the
proceeds of insurance coverage available, promptly repair and restore the Leased Premises to
substantially the same condition they were in prior to the damage or destruction.
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The opinion of an architect or registered engineer appointed by CRC as to the costs of
repair,restoration or replacement shall be controlling upon the parties. CRCs obligation to restore
or repair does not include fixtures or improvements installed or owned by Tenant. The provisions
of this section are not intended to limit, modify or release Tenant from any liability it may have for
damage or destruction nor shall it release Tenant from liability for the failure to maintain insurance
required under this Sublease. Further,the provisions contained in this section including rent
abatement shall not be applicable to damage caused by vandalism, theft, attempted theft or break in
associated to Tenant.
27. CONDEMNATION
If the entire Leased Premises, or such portion thereof(other than parking areas) is
condemned by any legally constituted authority (or if a conveyance or other acquisition in lieu of
such condemnation is made),which will make the remainder unsuitable for the use permitted by
this Sublease,then this Sublease shall terminate as of the date possession is required by the
condemner. If a portion of the Leased Premises, other than parking areas,is condemned but the
remainder is still suitable for the use permitted by this Sublease, this Sublease shall not terminate
but a portion of the rent for the rest of the term shall be abated in proportion to the amount of the
Leased Premises taken, All compensation paid in connection with the condemnation shall belong
to and be the sole property of CRC, except Tenant shall be entitled to any compensation awarded
for tenant's trade fixtures and for moving expenses.
28. ENVIRONMENTAL WARRANTIES
Tenant acknowledges that certain Federal, State, and local laws, regulations and ordinances
are now in effect, and that additional laws,regulations, guidelines and ordinances may hereafter be
enacted,relating to or affecting the Leased Premises and the larger parcel of the land which the
Leased Premises are apart,concerning the impact on the Premises. Tenant will not cause, or
permit to be caused, any act or practice,by negligence, omission, or otherwise,that would
adversely affect the environment or do anything or permit anything to be done that would violate
any of the said laws, regulations, ordinances or guidelines. Any violation of this covenant and
warranty shall be an event of default of this Sublease. Tenant shall have no claim against CRC by
reason of any changes CRC may make in the Leased Premises or the premises in which the Leased
Premises are located under or pursuant to such laws,regulations,ordinances and guidelines.
Tenant further covenants and warrants to CRC that Tenant shall properly dispose in appropriate
landfills any industrial by-product, waste, or other material which may negatively impact the
environment, and Tenant further covenants and agrees that the Tenant shall not dispose of any such
• materials on,about or in the Leased Premises,any areas surrounding the Leased Premises or in
sanitary waste systems, storm sewers or septic systems. Tenant covenants that it shall be solely
responsible for any cleanup of such materials. These covenants and-warranties shall survive the
termination of this Sublease.
29. LIMITATION OF CRC'S LIABILITY
Tenant agrees that Tenant shall-look solely to CRC's interest in and to the Leased Premises
including any insurance proceeds or condemnation awards then payable, subject to the rights of
any mortgagee of the Leased Premises, for collection of any judgment(or other judicial process)
requiring payment of money by CRC in the event of default or breach by CRC of any of the
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•
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covenants,terms or conditions of this Sublease to be observed or performed by Tenant's remedies.
"CRC",as used in this Sublease in relation to covenants, agreements and conditions to be observed
and,performed by CRC, shall mean,and include only the owner or owners from time to time of the
CRC's interest in this Sublease. In the event of any transfer or transfers of such interest(except a
• transfer for security),the CRC named herein (or the transferor in the case of a subsequent transfer)
shall, after the date of such transfer, be released from all liability for performance of any covenant,
agreement and condition on the part of the CRC which are thereafter to be performed hereunder.
The transferee shall be deemed to have assumed(subject to the limitations of this paragraph) all of
the covenants, agreements and conditions herein to be observed by CRC with the result that such
covenants, agreements and conditions shall bind the CRC, its successors and assigns,only during
and in respect of their respective successive periods of ownership.
30. ACCORD AND SATISFACTION
No payment by Tenant or receipt by CRC of a lesser amount than the rent herein stipulated
shall be deemed to be other than on account of the earliest stipulated rent; nor shall any
endorsement or statement on any check or letter accompanying any check or payment as rent be
deemed an accord and satisfaction; and CRC may accept any sudh check or payment without
prejudice to CRC's right to recover the balance of such rent or to pursue any other remedy provided
in this Sublease.
31. ENTIRE AGREEMENT;AMENDMENTS
This instrument contains the entire agreement between the parties hereto with respect to the
subject matter hereof. All representations,promises and prior or contemporaneous undertakings
between such parties are merged into and expressed in this instrument, and any and all prior
agreements between such parties are hereby canceled. The agreements contained in this
instrument shall not be amended, modified, or supplemented except by a written agreement duly
executed by both CRC and Tenant.
32. SEVERABILITY
The invalidity or unenforceability of a particular provision of this Sublease shall not affect
the other provisions, and this Sublease shall be construed in all respects as if such invalid or
• unenforceable provision had not been contained herein.
33. REMEDIES CUMULATIVE
The remedies of CRC and Tenant hereunder shall be cumulative, and no one of them shall
• be construed as exclusive of any other or of any remedy provided by law or in equity. The exercise
of any one such right or remedy by the CRC or Tenant shall not impair its standing to exercise any
other such right or remedy.
34. GOVERNING LAW
This Sublease shall be governed in accordance with the laws of the State of Indiana.
35. GENERAL AGREEMENT OF THE PARTIES
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This Sublease shall extend to and be binding upon heirs,personal representatives,
successors, and assigns of the parties. This provision.however, shall not be construed to permit
the assignment of this Sublease except as may be permitted hereby. When applicable, use of the
Singular form of any word shall mean or apply to the plural and the neuter form shall mean or
apply to the feminine or masculine.
The captions and article numbers appearing in this Sublease are inserted only as a matter of
convenience and are not intended to define,limit;construe,or describe the scope or intent of such
provision. No waiver by CRC of any default by Tenant shall be effective unless in writing, nor
operate as a waiver of any other default or of the same default on a future occasion. Any notices to
be given hereunder shall be deemed sufficiently given when in writing and(a) actually served on
the party to be notified or(b)placed in an envelope directed to the party to be notified at the
following addresses and deposited in the United States Mail by certified or registered mail, postage
prepaid:.
1. If to the CRC :The.City of Cannel Redevelopment Commission
c/o
with a copy to: City Attorney
2. If to Tenant: Hamilton County Convention and Visitors Bureau,Inc.
37 East Main Street
Cannel, IN 46032
with a copy to: Christine Crull Altman
Attorney at Law
PO Box 108
Carmel,IN 46082 (or the then current attorney for Tenant)
Such addresses may be changed by either party by written advice as to the new address
given as above provided. This Sublease shall not be recorded.
IN WITNESS WHEREOF. CRC and Tenant have executed this Sublease as of the date and
year written above. If this Sublease is executed in counterparts, each counterpart shall be deemed
an'original.
CRC: TENANT:
The City of Cannel Hamilton County Convention
Red-velopnr at Commission and Visitors Bureau, Inc.
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Johnson, Sandy M
From: Olds, Les
Sent: Thursday, February 28, 2013 3:56 PM
To: Johnson, Sandy M
Cc: Engelking, Steve C; Worthley, Matthew D; Lee, Mike E; Hammer, William; Cordray, Diana
L
Subject: RE: HCCVB Lease
Attachments: hccvb.pdf.pdf
The sublease ended June 25, 2011. We continued our agreement with HCCVB, enacting the first of two options to
renew.
Section 5B states "Base Rent during the first Option Period shall be Three Thousand Two Hundred Seventy-Five Dollars
($3,275.00) per year payable in advance on or before the first day of the Sublease year; provided, however,that Base
Rent during the Option Period may be waived by CRC in CRC's sole and exclusive discretion." This rent was waved,
based on the underlined language above, and my authority as the Director of the Redevelopment Commission.
We treated the $275.00/year CAM/Utility expenses as "Additional Rent" per section 1B of the sublease. If this is
"additional rent", then we've waived it like we have the base rent.
Please let me know if you have any other questions or concerns. Thanks, Les
From: Johnson, Sandy M
Sent: Thursday, February 28, 2013 2:45 PM
To: Olds, Les
Cc: Engelking, Steve C; Worthley, Matthew D; Lee, Mike E; Hammer, William; Cordray, Diana L
Subject: RE: HCCVB Lease
Maybe I don't have the correct document. I show Section 5.B stating "base rent during the option period", not 5 A. But
I don't see anything about utilities and maintenance.
So the option period ended in 2008. Are they paying$3,275.00+$275.00 for utilities?
From: Olds, Les
Sent: Thursday, February 28, 2013 2:26 PM
To: Johnson, Sandy M
Cc: Engelking, Steve C; Worthley, Matthew D; Lee, Mike E; Hammer, William
Subject: HCCVB Lease
Sandy, Please look at section 1. A. of the HCCVB sub lease for the Carmel Visitors Center at 35 E . Main Street. As you
can see,the rents for the first three years were waived due to the construction of the space that was paid for by the
HCCVB.
Section 5. A. states"Base Rent during the Option Period may be waived by CRC in CRC's sole and exclusive discretion."
Section 5. B states the utilities and maitenance can be paid as additional rent .The 300 sit space estimated costs were
about$275.00 annually and were included in the rent.
Let me know if you have any other questions, thanks, Les
Sincerely,
Les S. Olds,AIA
Executive Director
Carmel Redevelopment Commission
lolds @carmel.in.gov
317.571.2492
317.496.0379
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