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HomeMy WebLinkAbout2018-R-12 RESOLUTION NO.2018-R- 2- BEFORE BEFORE TIE JEFFERSONVILLE REDEVELOPMENT COMMISSION STATE OF INDIANA A RESOLUTION CLARIFYING SUBJECT PROPERTY OF LEASE BETWEEN JEFFERSONVILLE REDEVEOPMENT AUTHORITY AND THE JEFFERSONVILLE REDEVELOPMENT COMMISSION DATED SEPTEMBER 6,2016 WHEREAS,the Jeffersonville Redevelopment Commission(hereinafter the "Commission") entered into a lease (hereinafter the "Lease") with the Jeffersonville Redevelopment Authority on September 6,2016 pursuant to I.C.36-7-14;and WHEREAS, the Lease, which a copy is attached as Exhibit "A", was created to undertake redevelopment and economic development in the City of Jeffersonville,Indiana;and WHEREAS,the Lease encumbers certain real estate located in the City of Jeffersonville,Indiana;and WHEREAS, the Lease is for purposes of financing infrastructure improvements located within the public-right-of-away along 10th Street in Jeffersonville,Indiana;and WHEREAS, the Commission has entered into a separate agreement to convey and develop certain real estate as described in Exhibit"B";and WHEREAS,the agreement to convey and develop the real estate described in Exhibit "B" does not include any of the public right-of-way improvements that is the subject matter of the Lease;and WHEREAS, the Commission desires to clarify that the real estate that is the subject matter of the Lease is not part of the real estate in Exhibit"B";and NOW,THEREFORE,BE IT RESOLVED bythe Jeffersonville Redevelopment Commission that the real estate that is subject matter of the Lease Between the Jeffersonville Redevelopment Authority and Jeffersonville Redevelopment Commission dated September 6,2016 (recorded on June 21,2017 as Instrument 201710451, as amended by Amendment No. 1 to Lease recorded on June 21,2017 as Instrument 201710452, as further amended by Amendment No. 1 to lease recorded on June 21, 2017 as Instrument 201710453) is separate and distinct from the real estate to be conveyed and developed as described in Exhibit"B"; BE IT FURTHER RESOLVED by the Jeffersonville Redevelopment Commission that the real estate described in Exhibit "B" is not encumbered by the Lease and subsequent amendments;and BE IT FUTHRE RESOLVED bythe Jeffersonville Redevelopment Commission that a copy of this Resolution shall be filed with the Clark County,Indiana Recorder Office. SO RESOLVED this day ofDecember,2018. R /7A/I /1/11Monty Sne ' ,Preside Jeffersonville development C6rninission Attest: Matt 0 WO EXHIBIT"A" Lease Between the Jeffersonville Redevelopment Authority and Jeffersonville Redevelopment Commission dated September 6,2016 (including subsequent amendments) 201710451 LS $59.00 06/21/2017 10:15:10A 25 PGS Zachary Payne Clark County Recorder IN Recorded as Presented IIIIIIIiIII IIII IIID II I IIIIIIIIIII IIII II 1111111 IIIIIIIIII 11 • LEASE AGREEMENT between JEFFERSONVILLE REDEVELOPMENT AUTHORITY LESSOR and JEFFERSONVILLE REDEVELOPMENT COMMISSION LESSEE Dated as of September 6, 2016 1\10651083.5 LEASE AGREEMENT THIS LEASE AGREEMENT, made and dated as of this 6th day of September, 2016, by and between the JEFFERSONVILLE REDEVELOPMENT AUTHORITY ("Lessor"), a separate body corporate and politic organized and existing under Indiana Code 36-7-14.5 as an instrumentality of Jeffersonville, Indiana("City"), to finance local public improvements for lease to the Jeffersonville Redevelopment Commission, and the JEFFERSONVILLE REDEVELOPMENT COMMISSION ("Lessee"). WITNESSETH: WHEREAS, the Lessor has been created under and in pursuance of the provisions of Indiana Code 36-7-14, Indiana Code 36-7-14.5 and Indiana Code 36-7-25 (collectively, "Act"), for the purpose of financing, constructing, acquiring and leasing to the Lessee certain local public improvements, economic development and redevelopment projects; WHEREAS, the City has created the Lessee to undertake redevelopment and economic development in the City in accordance with the Act; WHEREAS, the Lessee has created the Inner City Road Economic Development Area as an economic development area and the Inner City Road Allocation Area (collectively, "Area") in the City by adopting a Declaratory Resolution on December 22, 1995, as supplemented and amended to date, for the purpose of collecting all real and depreciable personal property tax proceeds from assessed valuation in the Area in excess of the assessed valuation described in IC 36-7-14-39(b)(1), as such statutory provisions exist on the date of execution of this Lease ("Tax Increment"), to finance construction of certain local public improvements described below in accordance with the plan for the Area ("Plan"), and the Declaratory Resolution was, after a public hearing was held by the Lessee in accordance with the Act and IC 5-3-1, confirmed by a 1\L 0651083.5 Confirmatory Resolution adopted on February 28, 1996, as supplemented and amended to date, and was recorded with the Clark County Recorder; WHEREAS, the Common Council of the City approved the issuance of the Bonds (as hereinafter defined) on September 6, 2016; WHEREAS, the Lessee has previously issued its: (i) Taxable Tax Increment Revenue Bonds of 2000 ("2000 Bonds"), now outstanding in the amount of$2,497,706.03, and maturing semiannually over a period ending January 15, 2026; (ii) Redevelopment District Taxable Tax Increment Revenue Bonds of 2005, Series B ("2005 Bonds"), now outstanding in the amount of $300,000 on a parity with the 2000 Bonds; (iii) Redevelopment Tax Increment Revenue Bonds of 2008 ("2008 Bonds"), now outstanding in the amount of$1,875,000 on a parity with the 2000 Bonds and the 2005 Bonds; (iv) Redevelopment District Tax Increment Revenue Bonds of 2013, Series B ("2013B Bonds"), now outstanding in the amount of$7,030,000 on a parity with the 2000 Bonds, the 2005 Bonds and the 2008 Bonds; (v) Redevelopment District Tax Increment Revenue Bonds of 2013, Series D ("2013D Bonds"), now outstanding in the amount of $2,935,000 on a parity with the 2000 Bonds, the 2005 Bonds, the 2008 Bonds and the 2013B Bonds; (vi) Redevelopment District Tax Increment Revenue Bonds of 2013, Series E ("2013E Bonds"), now outstanding in the amount of $1,750,000 on a parity with the 2000 Bonds, the 2005 Bonds, the 2008 Bonds, the 2013B Bonds and the 2013D Bonds; and WHEREAS, the 2000 Bonds, the 2005 Bonds, the 2008 Bonds, the 2013B Bonds, the 2013D Bonds, and the 2013E Bonds are hereinafter collectively referred to as the "Outstanding Obligations"; WHEREAS, the Outstanding Obligations permit the issuance of additional obligations payable from Tax Increment on a parity with the Outstanding Obligations under certain -2- 1\10651083.5 conditions and the City, based on the advice of its financial advisor, has determined that such conditions can be met; WHEREAS, the annual rentals to be paid under the Lease by the Lessee will be derived from Tax Increment collected in the Area, and, to the extent Tax Increment is not sufficient, from a special benefits tax levied and collected in the Jeffersonville Redevelopment District ("District") under IC 36-7-14-27; WHEREAS, the Lessee has requested the Lessor to acquire and construct certain local public improvements constructed in connection with the economic development of the Area, consisting of the construction of certain road improvements as more fully set forth in Exhibit A attached hereto and made a part hereof (collectively, "Project") in, serving or benefiting the Area; WHEREAS, the Lessor has acquired or will acquire interests in the real estate, as described in Exhibit B, on which the Project will be constructed and will acquire any Project completed by the Lessee before the issuance of bonds by the Lessor for the Project and such interests shall be for a term no less than the term of this Lease; WHEREAS, at the request of the Lessee, the Lessor has agreed to undertake or acquire the Project and the Lessor will be assigned the plans and specifications, other services previously contracted by the City for the Project and any partially completed Project from the City; WHEREAS, preliminary plans and specifications for the Project have been prepared by engineers hired by the City, which preliminary plans and specifications have been or will be adopted by the Lessor and approved by the Lessee; -3- n10651083.5 WHEREAS, the Lessor, after advertising and receiving bids pursuant to applicable law, will enter into contracts with one or more general contractors for the construction of the Project in accordance with such plans and specifications; WHEREAS, the total cost of the Project, including, but not limited to, costs of acquisition, construction, demolition, reconstruction, improvements, necessary equipment, architects' and engineers' fees, consultants' services, legal and financing expenses, certain expenses of operation of the Lessor during construction, interest during construction, funding a debt service reservefund and repayment of funds advanced by the City or Lessee to meet preliminary expenses necessary to be paid prior to the issuance of bonds by the Lessor, is estimated to be not greater than$29,950,000; WHEREAS, the term of the Lease is based on the value of the Project; WHEREAS, the expected economic life of the Project is at least 11 years; WHEREAS, the Lessor will own the Project for the same period or periods of years that the Lessee proposes to lease the Project from the Lessor; WHEREAS, the annual rentals to be paid under this Lease by the Lessee will be pledged by the Lessor to repay funds borrowed by the Lessor to finance the Project; WHEREAS, the Act authorizes the Lessee to pledge revenues available to it to accomplish the goals of the Plan for the Area, to finance the costs of the Project, and to make lease rental payments for the Project; WHEREAS, the annual rentals to be paid under the Lease by the Lessee will be derived from Tax Increment collected in the Area, on a parity with the Outstanding Obligations, and, to the extent Tax Increment is insufficient, from the hereinafter defined Special Benefits Tax; -4- B10651083.5 WHEREAS, the Lessee has determined, after a public hearing held pursuant to the Act, that the lease rentals provided for in this Lease are fair and reasonable, that the execution of the Lease is necessary and wise and that the services provided by the Project will serve the public interest of the City and are in the best interests of its residents, and the Common Council has or will by ordinance approved the Lease, and the ordinance has been entered in the official records of the Common Council; WHEREAS,the Lessor has duly authorized the execution of this Lease by resolution, and the resolution has been entered in the official records of the Lessor; and WHEREAS, the City has notified the Department of Local Government Finance and the Clark County Auditor of the establishment of the Area, and the Lessee and the Lessor have obtained or will obtain all necessary approvals required by law for the execution of this Lease and issuance of bonds to finance the Project ("Bonds"), and all other approvals required by law for the execution of this Lease and issuance of such Bonds; THIS AGREEMENT WITNESSETH THAT: 1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee the interests in real estate in the City more particularly described in Exhibit B, and the Project constructed thereon by Lessor according to the plans and specifications described above (the real estate and the Project are referred to as the "Leased Premises"). The above-mentioned plans and specifications may be changed, additional construction work may be performed and equipment may be acquired by Lessor, but only with the approval of Lessee, and only if such changes or modifications or additional construction work or equipment do not alter the character of the improvements or reduce the value thereof. Any such additional construction work or equipment shall become part of the property covered by this Lease. The -5- 1\10651083.5 above-mentioned plans and specifications have been or will be filed with and approved by Lessee. TO HAVE AND TO HOLD the Leased Premises with all rights privileges, easements and appurtenances thereunto belonging, unto the Lessee, beginning on the date or dates on which the Project is completed and ready for use and ending on the day prior to that date not more than 11 years thereafter ("Lease Term"). However, the term of this Lease will terminate at the earlier of(a) the exercise by the Lessee of the option to purchase the Leased Premises and the payment of the option price, or(b) the payment or defeasance of all Bonds issued (i) to finance the cost of the Leased Premises, (ii) to refund all or a portion of the Bonds, (iii) to refund all or a portion of such refunding bonds, or (iv) to improve the Leased Premises; provided that no bonds or other obligations of the Lessor issued to finance or refinance the Project remaining outstanding at the time of such payment or defeasance. The date or dates the Lessor acquires the interests in real estate described in Exhibit B shall be endorsed on this Lease at the end hereof by the parties to this Agreement, and such endorsement shall be recorded as an addendum to this Lease. The Lessor hereby represents that it is possessed of, or will acquire, the Leased Premises and the Lessor warrants and will defend the Leased Premises against all claims whatsoever not suffered or caused by the acts or omissions of Lessee or its assigns. 2. (1) Fixed Rental Payments. The Lessee agrees to pay fixed annual rentals in the maximum annual amount of $4,550,000 ("Fixed Annual Rentals") for the Leased Premises during the term of the Lease, payable in equal semiannual installments on the dates set forth in Section 3. After the sale of the Bonds issued to finance the acquisition, construction and equipping of the Leased Premises in the Area, the Fixed Annual Rental for each year for the completed -6- n10651083.5 Leased Premises shall be reduced to an amount equal to the multiple of$1,000 next higher than the sum of principal and interest due on the Bonds in each twelve-month period ending on February 1 ("Bond Year"), plus Five Thousand Dollars ($5,000), payable in equal semiannual installments commencing no earlier than the later of the date or dates the Project is ready for use or July 15, 2018. The amount of such reduced Fixed Annual Rentals shall be endorsed on this Lease by the parties hereto at the time of issuance of the Bonds and recorded as an addendum to this Lease. (2) Additional Rental Payments. (a) The Lessee shall pay as further rental (in addition to the rentals paid under Section 2(1)) for the Leased Premises ("Additional Rentals") all taxes and assessments levied against or on account of the Leased Premises or the receipt of lease rental payments and to reimburse the Lessor for any insurance payments made by it under Section 7. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be furnished to the Lessor by the Lessee, at least three (3) days before the last day upon which such payments must be paid to avoid delinquency. If the Lessee shall in good faith desire to contest the validity of any such tax or assessment, shall so notify the Lessor and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the nonpayment thereof when due, the Lessee shall not be obligated to pay the contested amounts until such contests shall have been determined. The Lessee shall also pay as Additional Rentals the amount calculated by or for Lessor as the amount required to be rebated or paid as a penalty to the United States of America under Section 148(f) of the Internal Revenue Code of 1986, as amended and in effect on the date of issue of the Bonds ("Code"), after taking into -7- A10651083.5 • account other available moneys, to prevent the Bonds from becoming arbitrage obligations under Section 148 of the Code. (b) The Lessee may by resolution pay Additional Rental to enable the Lessor to redeem or purchase Bonds prior to maturity. Such Additional Rental may be paid from excess Tax Increment, on a parity with the Outstanding Obligations, available for such purposes as described in Section 5 below. Rental payments due under Section 2 shall be reduced to the extent such payments are allocable to the Bonds redeemed or purchased by the Lessor with such Additional Rental payments. The Lessee shall be considered as having an ownership interest in the Leased Premises valued at an amount equal to the amount of the Additional Rentals paid pursuant to this subsection(b). 3. Payment of Rentals. The first rental installment shall be due no earlier than the later of the date or dates the Project is completed and ready for use or July 15, 2018. The date or dates the Project is completed and ready for use shall be endorsed on this Lease on the end hereof by the Lessor and the Lessee as soon as possible after such completion and such endorsement shall be recorded with the County Recorder as an addendum to this Lease. If the first rental payment date for the Project is later than the dates stated above and other than January 15 or July 15, the first rental payment shall be for an amount calculated at the annual rate for that Bond Year from the date of payment to the next January 15 or July 15. Thereafter, rentals shall be payable in advance in equal semiannual installments on January 15 and July 15 of each year. The last semiannual rent payment due shall be adjusted to provide for a rental payment at the annual rate specified above from the date such installment is due to the expiration of this Lease. -8- I\10651083.5 All rentals payable under the terms of this Lease shall be paid by the Lessee to the bank selected as trustee under the Trust Indenture between it and the Lessor ("Indenture"), or to such other bank or trust company as may from time to time succeed such bank as Trustee under the Indenture securing the Bonds ("Trustee"). The bank selected as Trustee shall be endorsed on this Lease at the end hereof by the parties hereto as soon as possible after selection, and such endorsement shall be recorded as an addendum to this Lease. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. 4. Abatement of Rent. If any part of the Leased Premises shall be partially or totally destroyed, rendered unusable or is taken under the exercise of the power of eminent domain, so as to render it unfit, in whole or part, for use by the Lessee, it shall then be the obligation of the Lessor to restore and rebuild that portion of the Leased Premises as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Section 7, the condemnation proceeds received by the Lessor or any funds provided specifically for this purpose in the Indenture, whichever is applicable. If there is in force on the date of partial or total destruction or taking, insurance on the Leased Premises and the rental value thereof, in accordance with the provisions of Section 7, the rent shall be abated for the period during which the Leased Premises or any part thereof is unfit or unavailable for use. Such abatement shall be in proportion to the percentage of the Leased Premises which is unfit or unavailable for use. In the event no such insurance is in force on the date of partial or total destruction or taking, and rent is required for any reason to be abated notwithstanding the provisions of this Section, leasable property and improvements of -9- R10651083.5 substantially equal value to the Leased Premises shall be transferred to the Lessor by the City and/or the Lessee in substitute thereof, and the Fixed Annual Rentals and Additional Rentals provided for herein shall continue to be paid as provided by this Lease without interruption or abatement upon completion of the procedures required for substitution pursuant to Section 8.3 of the Trust Indenture. In the event of such substitution, the substituted property shall become a part of the Leased Premises for all purposes herein and shall in all ways be subject to the terms of this Lease. 5. Source of Payment of Rentals; Pledge of Tax Increment; Covenant to Levy Tax (a) The rentals shall be payable as follows: (1) Out of Tax Increment. Upon receipt of each semiannual distribution, all Tax Increment shall, immediately upon receipt by the Lessee, be set aside in the Lessee's Allocation Fund created by the Act, continued herein, and held by the Trustee or the County Auditor for the benefit of the Lessor to secure the Lessee's obligation to pay lease rentals under this Lease, on a parity with the Outstanding Obligations, and used in the following order of priority and to the extent indicated below: (i) To pay rentals due within the next twelve calendar months to the extent required and permitted by this Lease and amounts due under the Outstanding Obligations and any Parity Obligations (as defined below); and (ii) To pay amounts due within the next twelve calendar months under any obligations or leases junior and subordinate to this Lease and the Outstanding Obligations. If the Allocation Fund is held by the County Auditor, only an amount of Tax Increment sufficient to pay the lease rental due on the next January 15 or July 15 shall be deposited with the -10- A10651083.5 Trustee for payment of the debt service payment due on the next February 1 or August 1. If the Allocation Fund is held by the Trustee, any amounts not needed for the purposes described in (i) and(ii) above shall be deposited in the Surplus Fund. (b) If the Allocation Fund is held by the Trustee, there is also hereby created a Surplus Fund held by the Trustee into which all Tax Increment not needed to pay rentals due within the next twelve calendar months under this Lease and the Outstanding Obligations, amounts due on any Parity Obligations and amounts due under any obligations or leases junior and subordinate to this Lease, the Outstanding Obligations and any Parity Obligations shall be deposited. As long as this Lease is in effect, moneys in the Surplus Fund may be used in the following order of priority: (i) to pay Fixed Annual Rentals due under Section 2(1) of this Lease and amounts due under any Parity Obligations; (ii) to pay Additional Rental due under Section 2(2)(a); (iii) at the option of the Commission, to pay Additional Rental to enable the Lessor to redeem or purchase Bonds prior to maturity as provided in Section 2(2)(b); (iv) at the option of the Commission to pay, or to reimburse the City for, the costs of acquiring or constructing additional local public improvements in or serving the Area; or (v) for any other purposes permitted by the Act, including distribution to the taxing units as provided in the Act. No further Tax Increment shall be deposited in the Surplus Fund if the amounts on deposit in the Surplus Fund and the Allocation Fund, together with investment earnings on such amounts, are sufficient to pay all rentals due on this Lease, the Outstanding Obligations and amounts owed on any Parity Obligations. (2) Out of a Special Benefits Tax. (i) Out of a special benefits tax levied on all taxable property in the District ("Special Benefits Tax"), to the extent Tax Increment is not sufficient to pay the lease rentals and Additional Rentals due under this Lease. Each year on -11- B1 0651083.5 July 1, beginning in 2017 or when the City prepares its budget, the Lessee shall estimate the amount of Tax Increment expected to be collected in the subsequent calendar year. To the extent that: (1) Tax Increment to be distributed in the subsequent calendar year; and (2) funds on deposit in the Allocation Fund are not available or are not expected to be available on the dates on which lease rental payments and Additional Rentals are due in the Bond Year ending on the bond payment date immediately succeeding the end of the calendar year for which the budget is being prepared, the Lessee shall annually levy a tax on all taxable property in the District in accordance with IC 36-7-14-27 in an amount sufficient, with Tax Increment to be distributed in the subsequent calendar year, which will be available on the dates on which lease rentals are due in the subsequent Bond Year, to produce the necessary funds with which to pay the rentals and Additional Rentals provided for in this Lease on their due dates. The Special Benefits Tax will upon receipt be deposited in the Allocation Fund and applied solely to Lease Rentals and Additional Rentals due under this Lease as set forth in(1) above. (i) If in any Bond Year actual receipts from Tax Increment, and collections of the Special Benefits Tax, together with any investment earnings thereon, are insufficient to pay any lease rental payments and Additional Rentals when due under this Lease, the Lessee shall immediately initiate proceedings to levy a tax on all taxable property in the District in accordance with IC 36-7-14-27, sufficient to pay any shortfall. (c) The Lessee, in consideration of the execution of this Lease by the Lessor, in order to secure the payment of the rentals due hereunder and to secure the performance and observance by the Lessee of all covenants expressed or implied in this Lease does hereby pledge the Tax Increment, on a parity with the Outstanding Obligations, investment earnings on Tax Increment, -12- I\10651083.5 the Special Benefits Tax, and all amounts in the Allocation Fund and Surplus Fund to secure the payment of the rentals and Additional Rentals due hereunder, such pledge to be effective as set forth in IC 5-1-14-4 without filing or recording of this Lease or any other instrument. This pledge shall be effective only to the extent and for the term that the Lessee is obligated to pay rentals under this Lease. The obligation to pay rentals and Additional Rentals is limited to Tax Increment, moneys in the Allocation Fund, and, to the extent Tax Increment is not sufficient, the Special Benefits Tax. The obligation to pay any lease rentals or Additional Rentals under this Lease shall not be considered debt of the City or the District for purposes of the constitution of Indiana or the Act. The Lessee has not pledged or otherwise encumbered the Tax Increment, other than the Outstanding Obligations, and there are no other prior liens, encumbrances or other restrictions on the Tax Increment or on the Lessee's ability to pledge the Tax Increment or the Special Benefits Tax. (d) The Lessee hereby covenants that it will not take any action to repeal, rescind or reduce the pledge of the Tax Increment or the Special Benefits Tax under this Lease so long as this Lease remains in effect. 6. Maintenance, Alterations and Repairs. The Lessee assumes all responsibility for operation, maintenance, repairs and alterations to the Leased Premises, but may enter into a sublease, subleases, contract or contracts with the City for the operation, maintenance, repair and alterations of the Leased Premises or any portion of the Leased Premises. At the end of the Lease Term, the Lessee shall deliver the Leased Premises to Lessor in as good condition as at the beginning of the term, reasonable wear and tear only excepted. Equipment or other personal property which becomes worn out or obsolete may be discarded or sold by the Lessee. The proceeds of the sale of any personal property shall be paid to the Trustee. The Lessee may trade -13- R10651083 5 in any obsolete or worn out personal property for replacement property which replacement property will belong to the Lessee upon payment to the Trustee of an amount equal to the trade- in value of such property. The Lessee need not replace worn out or obsolete personal property, but may replace such property at its own expense, and the replacement property shall belong to the Lessee. 7. Insurance. (a) The Lessee, at its own expense and to the extent available for leased premises such as the Leased Premises, will, during the Lease Term, keep the Leased Premises insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of facilities of a similar type, with good and responsible insurance companies acceptable to the Lessor and duly qualified to issue insurance policies in Indiana. Such insurance shall be in an amount equal to one hundred percent (100%) of the full replacement cost of the Leased Premises as certified by a registered architect, registered engineer or professional appraisal engineers, selected by the Lessor on or before the beginning of the Lease Term and on or before the first day of April of each year thereafter. Such appraisal may be based upon a recognized index of conversion factors. (b) During the full term of this Lease, the Lessee will also, at its own expense, carry combined bodily injury insurance, including accidental death and property damage with reference to the Leased Premises in an amount not less than One Hundred Thousand Dollars ($100,000) per occurrence for property damage; Seven Hundred Thousand Dollars ($700,000) for injury or death per person; and Five Million Dollars ($5,000,000) for injury or death to all persons per occurrence with one or more good and responsible insurance companies. The public liability insurance required herein may be by blanket insurance policy or policies. -14- E10651083.5 (c) The proceeds of the public liability insurance required herein (after payment of expenses incurred in the collection of such proceeds) shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds are paid. (d) Such policies shall be for the benefit of persons having an insurable interest in the Leased Premises, and shall be made payable to the Lessor or to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the State of Indiana, and such policies (or certificates of insurance for each policy) and the certificate of the architect or engineer referred to above shall be deposited with the Lessor and the Trustee. If, at any time, the Lessee fails to maintain insurance in accordance with this Section, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of rental payable by the Lessee under this Lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non-action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance, including its obligation to continue the rental payments in case of total or partial destruction of the improvements as provided in Section 4. 8. Eminent Domain. If title to or the temporary use of the Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Lessor. Such proceeds shall be applied in one or more of the following ways: (1) The restoration of the Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or -15- I\10651083.5 (2) The acquisition, by construction or otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in furtherance of the purposes of the Act with regard to the Area and the Plan (the improvements shall be deemed a part of the Leased Premises and available for use and occupancy by the Lessee without the payment of any rent other than as herein provided, to the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Lessee shall direct the Lessor in writing as to which of the ways specified in this Section the Lessee elects to have the net proceeds of the condemnation award applied. Any balance of the net proceeds of the award in such eminent domain proceedings not required to be applied for the purposes specified in subsections (a) or (b) above shall be deposited by the Lessor in the Sinking Fund held by the Trustee under the Indenture. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld. 9. General Covenants. (a) The Lessee shall not assign this Lease or mortgage, pledge, or sublet the Leased Premises herein described, except as provided in Section 6, without the written consent of Lessor. The Lessee shall use and maintain the Leased Premises in -16- 1\10651083.5 accordance with the laws, regulations, ordinances and statutes of the United States of America, the State of Indiana,the City and all other proper governmental authorities. (b) After the execution of this Lease, this Lease, the definition of, or the manner of collecting and distributing the Tax Increment and the lien created by this Lease, shall not be repealed or amended, or impaired in any respect which will adversely affect the rights of the Lessor or owners of the Bonds, nor shall the Lessee, the Lessor or the City adopt any law, ordinance or resolution which in any way adversely affects the rights of the Lessor or such owners so long as this Lease remains in effect or any of the Bonds or the interest thereon remains unpaid. (c) The obligation to pay any lease rentals under this Lease shall not be considered debt of the Lessee or the City for purposes of the Indiana constitution or IC 36-7-14. 10. Tax Covenants. The Lessee covenants that in any contracts entered into by the Lessee providing for the use of the Leased Premises, which involve the conduct of a separate trade or business, (a) the Leased Premises would be used only (i) by a Governmental Unit within the meaning of Section 141 of the Code or (ii) by non-Governmental Units on the same basis as other members of the general public or (b) would not in the aggregate result in payments to the Lessee in an amount in excess of 5% of the principal of and interest on the Bonds. The covenants in this Section are based solely on current law in effect and in existence on the date of issuance of the Bonds. It shall not be an event of default under this Lease if interest on any Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of the Bonds. Notwithstanding any other provisions of this Lease, the covenants and authorizations contained in this Lease ("Tax Sections") which are designed to preserve the exclusion of interest -17- I\10651083.5 li on the Bonds from gross income for federal tax purposes ("Tax Exemption") need not be complied with if the Lessee receives an opinion of nationally recognized bond counsel satisfactory to the Trustee and the Lessor that any Tax Section is unnecessary to preserve the Tax Exemption. 11. Option to Renew. Lessor hereby grants to Lessee the right and option to renew this Lease for a further like or lesser term upon the same or like conditions as herein contained, and applicable to the portion of the premises for which the renewal applies, and Lessee shall exercise this option by written notice to Lessor given upon any rental payment date prior to the expiration of this Lease. 12. Option to Purchase. Lessor hereby grants to Lessee the right and option, on any rental payment date, upon sixty (60) days' written notice to Lessor, to purchase the Leased Premises at a price equal to the amount required to enable Lessor to liquidate its interests in the Lessors financial obligations concerning the Leased Premises by paying all indebtedness relating to the Leased Premises, including all premiums payable on the redemption thereof and accrued and unpaid interest, and including the proportionate share of the expenses and charges of liquidation, if the Lessor is to be then liquidated. In no event, however, shall such purchase price exceed the capital actually invested in such property by Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor (if the Lessor is to be liquidated). The phrase "capital actually invested" as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor in connection with the acquisition, construction and financing of the Leased Premises: organization expenses, financing costs, carry charges, legal fees, architects' and engineers' fees and reasonable costs and expenses incidental thereto. -18- E10651083.5 Upon request of the Lessee made not less than sixty (60) days prior thereto, the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee on the next rental payment date in order to purchase the Leased Premises in accordance with the preceding paragraph. Upon the exercise of the option to purchase granted herein, Lessor will upon payment of the option price deliver, or cause to be delivered, to the Lessee documents conveying to the Lessee, or any entity (including the City) designated by the Lessee, all of the Lessor's title to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to the property was subject when conveyed to Lessor; (ii) those liens and encumbrances created by the Lessee and to the creation or suffering of which the Lessee consented, and liens for taxes or special assessments not then delinquent; and (iii)those liens and encumbrances on its part contained in this Lease. In the event of purchase of the Leased Premises by the Lessee or conveyance of the Leased Premises to the Lessee or the Lessee's designee, the Lessee shall procure and pay for all surveys, title searches, abstracts, title policies and legal services that may be required, and shall furnish at the Lessee's expense all documentary stamps or tax payments required for the transfer of title. Nothing contained herein shall be construed to provide that Lessee shall be under any obligation to purchase the Leased Premises, or under any obligation in respect to the creditors or security holders of the Lessor. 13. Transfer to Lessee. If the Lessee has not exercised its option to renew in accordance with the provisions of Section 11, and has not exercised its option to purchase the Leased Premises in accordance with the provisions of Section 12, and upon the full discharge and performance by the Lessee of its obligations under this Lease, the Leased Premises shall -19- 1\10651083.5 thereupon become the absolute property of the Lessee, subject to the limitations, if any, on the conveyance of the site for the Project to the Lessor, and upon the Lessee's request, Lessor shall execute proper instruments conveying to the Lessee, or to any entity (including the City) designated by the Lessee, all of Lessor's title to the Leased Premises. 14. Defaults. If the Lessee shall default (a) in the payment of any rentals or other sums payable to the Lessor hereunder, or in the payment of any other sum herein required to be paid for the Lessor; or (b) in the observance of any other covenant, agreement or condition hereof, and such default shall continue for sixty (60) days after written notice to correct such default; then, in any or either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy; or the Lessor, at its option, without further notice, may terminate the estate and interest of the Lessee hereunder, and it shall be lawful for the Lessor forthwith to resume possession of the Leased Premises and the Lessee covenants to surrender the same forthwith upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to terminate this Lease upon any default shall operate to waive such right upon the same or other default subsequently occurring. 15. Parity Obligations - Tax Increment. The Lessee reserves the right to enter into leases or other obligations of the Jeffersonville Redevelopment Commission, acting in the name of the City, payable from Tax Increment, in whole or in part, and entitled to the pledge of Tax Increment on a parity with this Lease in accordance with the requirements set forth below -20- 1\10651083.5 ("Parity Obligations") for the purpose of raising money for future local public improvements or economic development projects in, serving or benefitting the Area or to refund outstanding obligations. The authorization and issuance of such Parity Obligations shall be subject to the following conditions precedent: (1) All rental payments due under this Lease, the Outstanding Obligations and all interest and principal payments on any Parity Obligations payable from the Tax Increment shall be current to date in accordance with the terms thereof, with no payment in arrears. (2) The Lessee shall have received a certificate prepared by an independent, qualified accountant or feasibility consultant ("Certifier"), certifying the amount of Tax Increment estimated to be received in each succeeding year, adjusted as provided below, which estimated amount shall be at least equal to 1.25 percent of the lease rental and debt service requirements with respect to the Outstanding Obligations, this Lease and any outstanding Parity Obligations and the proposed Parity Obligations for each year during their respective terms. In estimating the Tax Increment to be received in any year, the Certifier shall base the calculation on assessed valuation actually assessed or estimated to be assessed as of the assessment date immediately preceding the issuance of the Parity Obligations; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real and personal property tax abatements granted to property owners in the Allocation Area, and the Certifier may take into account the effect of reassessment on Tax Increment to the extent it can be reasonably estimated; after the 2005 Bonds and 2008 Bonds are no longer outstanding, the Lessee shall not be required to receive a certificate from a Certifier if the Parity Obligations are also secured by a special benefits tax under IC 36-7-14-27, by another property tax levy, by a pledge of county income -21- 1\10651083.5 taxes or by an agreement with a major taxpayer in the Area that guarantees payment of debt service or lease rentals on the proposed Parity Obligations. (3) Principal of and interest on any Parity Obligations or junior obligations and lease rentals on Parity Obligations that are leases shall be payable semiannually in approximately equal installments on January 15 and July 15. The Lessee shall approve and confirm the findings and estimates set forth in the above- described certificate in any resolution authorizing the Parity Obligations. Except as provided in this Lease, the terms and conditions of any Parity Obligations shall be set forth in the resolution authorizing such Parity Obligations. 16. Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient service of such notice to deposit the same in the United States mail, in an envelope duly stamped, registered and addressed to the other party or parties at the following addresses: (a) to Lessor: Jeffersonville Redevelopment Authority, Attn: President, City Hall, 500 Quartermaster Court, Jeffersonville, Indiana 47130; (b) to Lessee: Jeffersonville Redevelopment Commission, Attn: President, 500 Quartermaster Court, Jeffersonville, IN 47130; and (c) to Trustee at the address set forth in the Addendum to the Lease regarding the appointment of the Trustee. The Lessor, the Lessee and the Trustee may by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. 17. Successors or Assigns. All covenants of this Lease, whether by the Lessor or the Lessee shall be binding upon the successors and assigns of the respective parties hereto. -22- 1\10651083.5 18. Construction of Covenants. The Lessor was organized for the purpose of constructing, acquiring, equipping and renovating local public improvements in the Area and leasing the same to the Lessee under the provisions of the Act. All provisions herein contained shall be construed in accordance with the provisions of the Act, and to the extent of inconsistencies, if any, between the covenants and agreements in this Lease and the provisions of the Act, the Act shall be deemed to be controlling and binding upon the Lessor and the Lessee. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on their behalf on the date first written above. JEFFERSONVILLE REDEVELOPMENT AUTHORITY By: jtapj Presi ent (Seal) Attest: Secret y-Trea rer -23- 1\10651083.5 LESSEE JEFFERSONVILLE REDEVELOPMENT COMMISSION By: /7� President (Seal) Attest: forme ij Secret:ry This instrument was prepared by Heather R. James, Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282. -24- B10651083.5 201710452 LS -$21.00 06/21/2017 10:15:10A 6 PGS Zachary Payne Clark County Recorder IN Recorded as Presented ADDENDUM#1 TO LEASE IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIINIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII _ __ Between Jeffersonville Redevelopment Authority and Jeffersonville Redevelopment Commission Dated as of June 21, 2017 WHEREAS, the Jeffersonville Redevelopment Authority ("Authority"), a separate body corporate and politic organized and existing under IC 36-7-14.5 as an instrumentality of Jeffersonville, Indiana, entered into a lease with the Jeffersonville Redevelopment Commission, dated as of September 6, 2016 as supplemented and amended to date (collectively, "Lease"), which Lease was recorded contemporaneously herewith in the Office of the Recorder of Jeffersonville, Indiana; WHEREAS, it is provided in the Lease that there shall be endorsed thereon the reduced Fixed Annual Rental due on the Lease; and WHEREAS, it is provided in the Lease that there shall be endorsed thereon the name of the financial institution selected to serve as Trustee under the Trust Indenture between it and the Redevelopment Authority and the date of acquisition of the real estate; NOW, THEREFORE, IT IS HEREBY CERTIFIED AND STIPULATED BY ALL OF THE UNDERSIGNED THAT: 1. The Redevelopment Authority acquired the interests in the real estate described in the Lease on June 21, 2017, which interests are more particularly described in Exhibit B to the Lease. 2. The reduced Fixed Annual Rental is set forth in Schedule A. • 3. The financial institution selected by the Jeffersonville Redevelopment Authority to be the Trustee under the Indenture is MainSource Bank and its address for notices is 112 N. Meridian Street, P.O. Box 1009, Portland, Indiana 47371, Attention: Corporate Trust Department. --€CL.._ 1O 0 / 645 1\12018163.2 __ II Executed this 21st day of June, 2017. JEFFERSONVILLE REDEVELOPMENT AUTHORITY By: `� C.• Lo_LJ-73..---• Pre 'dent Attest: Secretary-Treasu r 1 1\12018163.2 • • JEFFERSONVILLE REDEVELOPMENT COMMISSION resident Attest: Secreta y • I\12018163.2 STATE OF INDIANA ) ) SS: COUNTY OF CLARK ) Before me, the undersigned, a Notary Public in and for this County and State, personally appeared �Lt_n_n_VOVf...+,and ea\r �„ ��� , personally known to be the President and Secretary, respectively, of the Jeffersonville Redevelopment Authority, and acknowledged the execution of the foregoing Addendum to Lease Agreement for and on behalf of theti Authority. DRi it; .,a. WITNESS my hand and notarial seal this �\ day of aStAr,L, 2017.1. :•:1 `'� •i�,`�. (Written Signature) (Printed Name) � ota rY Public My Commission Expires: County of Residence: ')-`q V1.01- C k. I\12018163.2 A STATE OF INDIANA ) ) SS: COUNTY OF CLARK ) Before me, the undersigned, a Notary Public in and for this County and State, personally b. 01415futUtiveit 130.,w-- appeared and , personally known to be the President and Secretary, respectively, of the Jeffersonville Redevelopment Commission and acknowledged the execution of the foregoing Addendum to Lease Agreement for and on behalf of the Commission. v „,,'t.,..• li 4,w, : WITNESS my hand and notarial seal this °›-k day of �J , 2017. :: ` '�' , .-,!.tk, • �e , .. q,4 °I. ....A:)1/4.....eidh.jkaa.....6, . .., :?,:,:4:, 2 Li. \ -i,;n�.,µ' v � •; (Written Signature).v�. '''',:ti.,;,, s y L �. D . IA1."4-( Y;" (Printed Name) Notar Public (Seal) My Commission Expires: County of Residence: ' '\ek '° .0V> Cka.tV— I affirm, under the penalties for perjury, - have taken reasonable care to redact each Social Security number in this document, unless -quire 1 by law. Les Merkley, Esquire This instrument was prepared by Heather R. James, Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282. I\12018163.2 SCHEDULE A CITY OF JEFFERSONVILLE,INDIANA ECONOMIC DEVELOPMENT LEASERENTAL BONDS OF 2017 LEASE RENTAL SCHEDULE Bonds Dated June 21,2017 Payment Annual Semi Annual Date Lease Rental Lease Rental Bond Year 1/15/2018 $1,477,500 $1,477,500 2017 7/15/2018 1,478,000 1/15/2019 2,956,000 1,478,000 2018 7/15/2019 1,476,000. 1/15/2020 2,952,000 1,476,000 2019 7/15/2020 1,478,500 1/15/2021 2,957,000 1,478,500 2020 7/15/2021 1,477,500. 1/15/2022 2,955,000 1,477,500 2021 7/15/2022 1,476,500 1/15/2023 2,953,000 1,476,500 2022 7/15/2023 1,477,000 1/15/2024 2,954,000 1,477,000 2023 7/15/2024 1,477,500 1/15/2025 ' 2,955,000 1,477,500 2024 7/15/2025 1,477,000 1/15/2026 2,954,000 1,477,000 2025 7/15/2026 1,478,000 1/15/2027 2,956,000 1,478,000 2026 Totals $28,069,500 $28,069,500 (Prepared by Umbaugh -June 8,2017) I\12018163.2 201710453 AMEND $24.00 06/21/2017 10:15:10A 7 PGS Zachary Payne Clark County Recorder IN Recorded as Presented AMENDMENT NO. 1 TO LEASE . 1111111111111111111011111111111111111111111111111111111 kotliF BETWEEN THE JEFFERSONVILLE REDEVELOPMENT AUTHORITY AND THE JEFFERSONVILLE EDEVELOPMENT COMMISSION Dated as of April 28, 2017 WHEREAS, the Jeffersonville Redevelopment Authority ("Authority") entered into a lease agreement with the Jeffersonville Redevelopment Commission ("Commission"), dated September 6, 2016 ("Lease"); and WHEREAS, the parties now desire to amend certain provisions of the Lease regarding advertisement and receipt of construction bids for the Project (as defined in the Lease) and plans and specifications; NOW, THEREFORE, IT IS HEREBY CERTIFIED AND STIPULATED BY THE UNDERSIGNED THAT: Section 1. The following 9th WHEREAS clause of the Lease shall be amended and restated as follows: "WHEREAS, the Lessee has requested the Lessor to acquire, construct or finance certain local public improvements in connection with the economic development of the Area, consisting of the construction of certain road improvements, including: (i) the financing of the reconstruction andwidening of 10th Street from Penn Street to Reeds Lane ("INDOT Project"); and (ii) the construction of the 10th Street North Reconstruction — Allison Lane to I-265 ("City Project") (hereinafter, collectively referred to as the "Project"), all as more fully set forth in Exhibit A attached hereto and made a part hereof, in, serving or benefiting the Area;" Section 2. The following 11th WHEREAS clause of the Lease shall be amended and restated as follows: ZO/9/ L6-1 I\11322269.1 "WHEREAS, at the request of the Lessee, the Lessor has agreed to undertake, acquire or finance the Project and the Lessor will be assigned the plans and specifications for the City Project, other services previously contracted by the City for the City Project and any partially completed City Project from the City;" Section 3. The following 13th WHEREAS clause of the Lease shall be amended and restated as follows: "WHEREAS, the Lessor, after advertising and receiving bids pursuant to applicable law, will enter into contracts with one or more general contractors for the construction of the City Project in accordance with such plans and specifications;" Section 4. The following WHEREAS clause shall be added to the Lease after the 13th WHEREAS clause as follows: "WHEREAS, the Indiana Department of Transportation ("INDOT"), after advertising and receiving bids pursuant to applicable law, and receiving the written approval of the City, will enter into contracts with one or more general contractors for the construction of the INDOT Project in accordance with such plans and specifications;" Section 5. The second paragraph of Section 1 shall be amended and restated as follows: "The above-mentioned plans and specifications may be changed, additional construction work may be performed and equipment may be acquired by Lessor, but only with the approval of Lessee and, with respect to the INDOT Project, the approval of INDOT, and only if such changes or modifications or additional construction work or equipment do not alter the character of the improvements or reduce the value thereof. Any such additional construction work or equipment shall become part of the property covered by this Lease. The above-mentioned plans and specifications have been or will be filed with and approved by Lessee and, with respect to the INDOT Project, by INDOT." Section 6. The second paragraph of Section 2(1) of the Lease shall be amended and restated as follows: - 2 - B 11322269.1 "After the sale of the Bonds issued to finance the acquisition, construction and equipping of the Leased Premises in the Area, the Fixed Annual Rental for each year for the completed Leased Premises shall be reduced to an amount equal to the multiple of $1,000 next higher than the sum of principal and_interest due on the Bonds in each twelve-month period ending on February 1 ("Bond Year"), plus Five Thousand Dollars ($5,000), payable in equal semiannual installments commencing no earlier than the later of the date or dates the Project is ready for use or July 15, 2018 January 15, 2018. The amount of such reduced Fixed Annual Rentals shall be endorsed on this Lease by the parties hereto at the time of issuance of the Bonds and recorded as an addendum to this Lease." Section 7. Section 3 of the Lease shall be amended and restated as follows: "Payment of Rentals. The first rental installment shall be due no earlier than the later of the date or dates the Project is completed and ready for use or July 15, 2018 January 15, 2018. The date or dates the Project is completed and ready for use shall be endorsed on this Lease on the end hereof by the Lessor and the Lessee as soon as possible after such completion and such endorsement shall be recorded with the County Recorder as an addendum to this Lease. If the first rental payment date for the Project is later than the dates stated above and other than January 15 or July 15, the first rental payment shall be for an amount calculated at the annual rate for that Bond Year from the date of payment to the next January 15 or July 15. Thereafter, rentals shall be payable in advance in equal semiannual installments on January 15 and July 15 of each year. The last semiannual rent payment due shall be adjusted to provide for a rental payment at the annual rate specified above from the date such installment is due to the expiration of this Lease." Section 8. This amendment shall be effective upon execution. In all other respects, the Lease shall remain in full force and effect as originally executed. - 3 - 1\I 1322269.1 Dated as of the 28th day of April, 2017. LESSOR: JEFFERSONVILLE REDEVELOPMENT qAUTH RITY 14,40 ( Preside t ATTES ' Ati Se teary-Tre•.urer -4 - 1\I1322269.1 LESSEE: JEFFERSONVILLE REDEVELOPMENT COMMISSION P By:,A4Pr President ATTEST: 11 /_ago Secre I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. - 5 1\11322269.1 STATE OF INDIANA ) ) SS: COUNTY OF CLARK ) Before me, the undersigned, a Notary Public in and for the County and State, personally appeared Rick Lovan and Rob Waiz personally known to be the President and Secretary- Treasurer, respectively, of the Jeffersonville Redevelopment Authority, and acknowledged the execution of the foregoing Amendment No. 1 to Lease for and on behalf of said Authority. Subscribed to and sworn before me, a Notary Public, in and for the said County and State, this 28th day of April, 2017. Signature UAL s. N\e4V4 Printed I Notary Public My Commission Expires: County of Residence: rAlk C L. - 1\11322269.1 STATE OF INDIANA ) ) SS: COUNTY OF CLARK ) Before me, the undersigned, a Notary Public in and for the County and State, personally appeared R. Monty Snelling and Matt Owen, personally known to be the President and Secretary, respectively, of Jeffersonville Redevelopment Commission, and acknowledged the execution of the foregoing Amendment to Lease No. 1 for and on behalf of said Commission. Subscribed to and sworn before me, a Notary Public, in and for the said County and State, this 28th day of April, 2017. Signature \:_ V. 'cv\tA4-t Printedotary Public My Commission Expires: County of Residence: I\11322269.I EXHIBIT"B" Legal Description of Real Estate not to be encumbered by Lease • LEGAL DESCRIPTION The Land referred to in this policy is described as follows: TRACT ONE Parcel 1: All of Lot 1 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Parcel 2: All of Lot 2 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat'Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. Parcel 3: All of Lot 3 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. • Parcel 4: All of Lot 4 as shown on Jeffersonville Gateway Final Plat—Phase I recorded in Plat Book 17, Page 61, Instrument No. 201819450, in the Office of the Recorder of Clark County, Indiana. TRACT TWO Parcel 1: All of Lot 5 as shown on Jeffersonville Gateway Final Plat—Phase 2 recorded in Plat Book 17, Page 62, Instrument No. 201819451, in the Office of the Recorder of Clark County, Indiana. Parcel 2: All of Lot 6 as shown on Jeffersonville Gateway Final Plat—Phase 2 recorded in Plat Book 17, Page 62, Instrument No. 201819451, in the Office of the Recorder of Clark County, Indiana. Parcel 3: All of Lot 7 as shown on Jeffersonville Gateway Final Plat—Phase 2 recorded in Plat Book 17, Page 62, Instrument No. 201819451, in the Office of the Recorder of Clark County, Indiana. Parcel 4: All of Lot 8 as shown on Jeffersonville Gateway Final Plat—Phase 2 recorded in Plat Book 17, Page 62, Instrument No. 201819451, in the Office of the Recorder of Clark County, Indiana. Parcel 5: All of Lot 9 as shown on Jeffersonville Gateway Final Plat—Phase 2 recorded in Plat Book 17, Page 62, Instrument No. 201819451, in the Office of the Recorder of Clark County, Indiana.