HomeMy WebLinkAboutExeter Development at River Ridge 54- 202314072 MISC $25.00
07/24/2023 12:23:21P 54 PGS
Steve Gill
Clark County Recorder IN
Recorded as Presented
II IIIIIIIIII1111IIIIIIII
COMMERCIAL/INDUSTRIAL DEVELOPMENT
STORMWATER LONG-TERM OPERATION AND MAINTENANCE AGREEMENT
File No.: Parcel ID.:
As accepted through SWQMP No.:
Project Name: Fz X6-iE2 UL01'1W/u7 AT f)V R)L
Primary function or description of activities to be executed at the site:
1Ai.OR HOUSE_ PPRAlloN
This AGREEMENT, made and entered into this .1- day of J , of the year aO l by
and between 616rFR f/fLro LAAJP, Lt.Cf (hereinafter called the "OWNER") and the
City of Jeffersonville, Indiana.
WITNESS, that
WHEREAS, Ordinance No.2005-OR-65, was adopted November 21, 2005, by the City of
Jeffersonville establishing requirements for storm water quality Best Management Practices
(BMPs) and a Storm Water Quality Management Permit (SWQMP) to manage the quality of
storm water discharged from areas of urban development and redevelopment.
WHEREAS, under said Ordinance, the City of Jeffersonville shall have the authority to
inspect private systems within the City of Jeffersonville and to order such corrective actions
to said private storm water management systems as are necessary to maintain properly the
storm water management systems within the City of Jeffersonville.
WHEREAS, under said Ordinance it is provided that storm water quality BMPs not owned
municipally must be maintained by the property owner according to the terms of Long-Term
Operation and Maintenance Agreement that must be implemented before a SWQMP is
approved.
WHEREAS, the City of Jeffersonville has adopted and approved technical guidelines relating
to storm water quality best management practices in the City of Jeffersonville.
WHEREAS, the OWNER is the legal title-holder of certain real property, more particularly
described as , j Lyiisffr A Orr cAfD 11 kV72 ,Ei SP A t4//WaivtY PtE
as recorded by deed in the land records of rd+Nc, ifi Dccd Dook— at-
-Raga.- (hereinafter called the "Property"). c:LARK Cv���i j� ".' A� JA16T/,i411 1)
cc -2vl70 Z7y6,
WHEREAS, the OWNER is proceeding to build on, develop or redevelop the property.
WHEREAS, the Stormwater Pollution Prevention Plan (SWPPP) and Long-Term Operation
and Maintenance Plan, sealed by f I-NAB- D. w H1TS , a licensed Professional
Engineer, dated (i/zrizor7 on file, the City of Jeffersonville, which is expressly made a part
hereof, as approved or to be approved by the City of Jeffersonville, provides for storm water
quality management within the confines of the property.
WHEREAS, the City of Jeffersonville and the OWNER agree that the health, safety, and
general welfare of the residents of the City of Jeffersonville require that onsite storm water
quality best management practices be constructed, operated and maintained on the property.
WHEREAS, the City of Jeffersonville requires that onsite storm water facilities in accordance
with the Stormwater Pollution Prevention Plan (SWPPP) and Long-Term Operation and
Maintenance Plan be adequately designed, constructed, installed, operated and maintained
by the OWNER.
WHEREAS, an approved Stormwater Pollution Prevention Plan and Long-Term Operation
and Maintenance Plan will adequately illustrate the location type and extent of storm water
quality BMPs, minimum inspection procedures and schedule, minimum operation procedures
and schedule, and anticipated minimum maintenance activities including when and how to
remove accumulated/collected/filtered/amassed/grown excess vegetation, sediment, debris,
trash, pollutant and/or forms of pollution from the storm water quality best management
practices.
NOW, THEREFORE,
In consideration of the foregoing premises, the mutual covenants contained herein, and the
following terms and conditions, the parties hereto agree as follows:
1. The onsite storm water quality best management practices shall be constructed by the
OWNER in accordance with the SWPPP and Long-Term Operation and Maintenance
Plan.
2. The OWNER shall operate and maintain the storm water quality BMPs as directed by the
Long-Term Operation and Maintenance Plan in good working order acceptable to the City
of Jeffersonville for perpetuity.
3. The OWNER agrees that inspections will be performed by a Qualified Professional.
4. The OWNER agrees that inspections will be documented and include the following
information:
a. A description of the current operational or functional status of the storm water quality
BMPs. For structures that accumulate sediment, trash, debris other pollutant or form
of pollution, an indication of used and remaining capacity (fraction, percentage, depth
or volume) shall be given to identify when the BMP must be cleaned out.
b. Identification of any necessary repairs, sediment/debris removal or replacement of all
or portions of the storm water system(s).
c. The results of any field or laboratory analyses performed.
d. Other relevant or unusual observations related to the system(s).
e. Action plan to prevent premature storm water system failure as consistent with the
Long-Term Operation and Maintenance Agreement(s) provisions.
f. Action plan to prevent the premature system failure that exceeds the Long-Term
Operation and Maintenance Agreement(s) provisions, but are necessary to prevent
storm water pollution from leaving the site.
5. The OWNER hereby grants permission to the City of Jeffersonville, its authorized agents
and employees to enter the property to inspect the storm water quality best management
practices whenever it deems necessary. Whenever possible, the City of Jeffersonville
shall notify the OWNER prior to entering the property.
6. In the event the OWNER fails to maintain storm water quality best management practices
in accordance with the SWPPP and Long-Term Operation and Maintenance Plan in good
working order acceptable to the City of Jeffersonville, the City of Jeffersonville may enter
the property and take whatever steps it deems necessary to repair or maintain said storm
water quality best management practices. This provision shall not be construed to allow
the City of Jeffersonville to erect any structure of a permanent nature on the land of the
OWNER without first obtaining written approval of the OWNER. It is expressly
understood and agreed that the City of Jeffersonville is under no obligation to maintain or
repair said facilities, and in no event shall this Agreement be construed to impose any
such obligation on the City of Jeffersonville.
7. In the event the City of Jeffersonville, pursuant to this Agreement, performs work of any
nature, or expends any funds in performance of said work for labor, use of equipment,
supplies, materials, and the like, the OWNER shall reimburse the City of Jeffersonville
upon demand, within ninety (90) days of receipt thereof for all costs incurred by the City
of Jeffersonville hereunder. In the event, the OWNER does not reimburse the City of
Jeffersonville within ninety (90) days of receipt; the City of Jeffersonville may apply a lien
upon the property for double the expense to the City of Jeffersonville. In the event that
the OWNER does not reimburse the City of Jeffersonville within one year from the
application of a lien upon the property then the City of Jeffersonville may take other legal
measures to recover costs, including associated legal costs, incurred by the City of
Jeffersonville.
8. It is the intent of this Agreement to guarantee the proper maintenance of onsite storm
water quality best management practices by the OWNER; provided, however, that this
Agreement shall not be deemed to create or affect any additional liability of any party for
damage alleged to result from or be caused by storm water management practices.
9. The OWNER, its executors, administrators, assigns, and any other successors in
interest, shall indemnify and hold the City of Jeffersonville and its agents and employees
harmless for any and all damages, accidents, casualties, occurrences, or claims which
might arise or be asserted against the City of Jeffersonville from the construction,
presence, existence, operation or maintenance of the storm water quality best
management practices by the OWNER or the City of Jeffersonville.
10. In the event a claim is asserted against the City of Jeffersonville, its agents, or employees
for the construction, presence, existence, operation or maintenance of the storm water
quality best management practices by the OWNER, the City of Jeffersonville shall notify
the OWNER and the OWNER shall defend at its own expense any suit based on such
claim. If any judgment or claims against the City of Jeffersonville, its agents, or
employees shall be allowed, the OWNER shall pay all costs and expenses in connection
therewith.
6
11. This Agreement as attached by the SWPPP and Long-Term Operation and Maintenance
Plan shall be recorded among the land records of the City of Jeffersonville, and shall
constitute a covenant running with the land, and shall be binding on the OWNER, its
administrators, executors, assigns, heirs, and any other successors in interest.
12. This Agreement as attached by the SWPPP and Long-Term Operation and Maintenance
Plan shall be recorded among real property title documents for the said property, and
shall constitute a covenant running with the land, and shall be binding on the OWNER, its
administrators, executors, assigns, heirs, and any other successors in interest.
WITNESS the following signatures and seals:
City of Je onville, diana
%kit
Drainage Board, Chair
ATTEST:
I, S 0 �j r Inq CA,r V 11n , a Notary Public in and for the City of
Jeffersonville and State aforesaid, whose commission expires on the 21 day of
AntA..5-f• , of the year 70o , do certify that
e tit_ G.'l( whose names are
signed to the foregoing Agreement bearing date of the S day of SH ly , of the
year ZD 13 , have acknowledged the same before me in my said City of Jeffersonville
and State aforesaid.
GIVEN der a thi day of .1 t^ I1 , of the year 2OZ).
o, rrrr, SABRINA CORBIN
ary Public ,,At'.•••••�ei Notary Public,State of Indiana
•=SEAL;"- Clark County
;*;• ♦`Commission Number NP0743347
'p My Commission Expires
ND1 a`'�``� August 29,2030
rr/11��11�\
Prepared by: L'4 D/ (144%)/2//!/6
6( o Tons .�A LcC
Owner of Property,
By x
Owner, as Described on Page 1 of the Document
ATTEST:
I, AtyvkAkiteA./2, VO, , a Notary Public in and for th City of
Jeffersonville and State aforesaid, whose commission expires on the day of
SCAritheJ04( of the year 8, do certify that
--T (16 VI "-S K `1-kx.610 61.4 whose names are
signed to the foregoing Agreement bearing date of the 6Liay of , of the
year,2.0(4; have acknowledged the same before me in my said City of Jeffersonville
and State aforesaid.
GIVEN under my hand thisOc' day of JUG , of the year 2,014'
I -f
; r:+w, AMANDA B ZUNICA
14
�.MOTS Hamilton County
Notary Public
'•?'lihk �' My Commission
September io Expires 8
"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."
Signature •
DULY WSW FOR TAXATION
SUBJECT TO FINAL ACCEPTANCE
FOR TRANSFER 201702746 WD $112.00
02/22/2017 02:16:20P 49 PGS
FEB 22 2017 Zachary Payne
Clark County Recorder IN
Recorded as Presented
r 11411**
Part of Tax Parcels:
G2 Part of 10-42-03-800-002.000-039 Return To:
G3 Part of 10-42-03-800-012.000-039 Zonia N.Veal
G4 Part of 10-42-03-800-032.000-039 Land Services USA,Inc.
• Part of 10-42-03-900-001.000-039 2300 West Park Place Blvd.,Suite 108
Stone Mountain,Georgia 30087
File#:TaFA 0o-3 LeAo
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made and entered into between RIVER RIDGE
DEVELOPMENT AUTHORITY f/k/a INAAP Reuse Authority, 6200 E. Highway 62, Suite
600, Jeffersonville, Indiana 47130, hereinafter referred to as "GRANTOR," and EXETER
HILTON LAND, LLC, a Delaware limited liability company hereinafter referred to as
"GRANTEE."
WITNESSETH: That GRANTOR for and in consideration of the sum of One Dollar
($1.00) and other good and valuable considerations, does hereby CONVEY AND SPECIALLY
WARRANT, unto GRANTEE, its successors and assigns, all its right, title and interest in the
property situated, lying and being in the County of Clark, in the State of Indiana, as more
particularly described on Exhibit A attached, and as shown on the survey attached as Exhibit A-
2 each Exhibit made a part hereof(hereinafter referred to as the"Property").
SUBJECT TO all valid and existing restrictions, reservations, covenants, conditions,
agreements,rights-of-way and easements of record including,but not limited to,(i)any easement
described on Exhibit A-1 and shown on Exhibit A-2 or otherwise described herein and (ii) that
certain Declaration of Restrictions by River Ridge Development Authority, dated the 286 day of
June 2007, and recorded as Instrument 200713623 in the office of the Recorder of Clark County,
Indiana (the "Official Records"), as amended by that certain First Amended Declaration of
Restrictions made by River Ridge Development Authority, dated the 31' day of January, 2012,
and recorded as Instrument 201202828 in the Official Records, and as further amended by that
certain Second Amendment to Declaration of Restrictions made by River Ridge Development
Authority, dated the 16th day of March, 2012, and recorded as Instrument 201205418 in the
Official Records (the "Declaration"); provided, however, that the terms and conditions of the
Declaration shall not apply and are hereby waived to the extent they are inconsistent with the
Development Covenants set forth in Exhibit C-2 attached hereto and made a part hereof (the
"Development Covenants"), which Development Covenants shall control. This conveyance is
made in compliance with the terms of a certain unrecorded Purchase and Sale Agreement dated
June 29, 2016,between GRANTOR and GRANTEE, as amended (the"Purchase Agreement"),
which terms are incorporated herein, real estate taxes having been apportioned between
GRANTOR and GRANTEE therein, and GRANTOR being a governmental entity which is
1 1239-030/299186 2
exempt from the payment of real estate taxes, GRANTEE hereby assumes and agrees to pay all
real estate taxes which become due from and after the date that this Deed is executed, and all
subsequent real estate taxes
TO HAVE AND TO HOLD the Property granted herein to GRANTEE and its
successors and assigns, together with all and singular the appurtenances thereunto belonging or
in anywise appertaining, including all mineral interests, and all the estate, right, title, interest, or
claim whatsoever of GRANTOR, either in law or in equity and subject to the terms, restrictions,
reservations, covenants, conditions, agreements, rights-of-way and easements set forth in this
Deed and GRANTOR binds itself and its successors, to warrant and forever defend, all and
singular,the Property to GRANTEE, its successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part of the Property by, through, or under
GRANTOR,but not otherwise.
AND IT IS FURTHER AGREED AND UNDERSTOOD by and between the parties
hereto that GRANTEE, by its acceptance of this Deed, agrees that, as part of the consideration
for this Deed, GRANTEE covenants and agrees for itself, its successors and assigns, forever,
that this Deed is made and accepted upon each of the following covenants,which covenants shall
be binding upon and enforceable against GRANTEE, its successors and assigns, in perpetuity by
GRANTOR and the United States and other interested parties as allowed by federal, state or
local law; that the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS set
forth herein and in the Source Deed (hereinafter defined) are a binding servitude on the Property
herein conveyed and shall be deemed to run with the land in perpetuity; and that the failure to
include these land use restrictions in subsequent conveyances does not abrogate the status of
these restrictions as binding upon the parties, their successors and assigns.
1. SOURCE DEED
GRANTOR obtained title to the Property from the United States of America, by
the following instruments: (i) quitclaim deed dated August 4, 2006, and recorded as Instrument
No. 200617789 (Parcel G-2 [as to 82.955 acres]), as corrected by Instrument No. 201408525 in
the Official Records; (ii) quitclaim deed dated October 6, 2011, and recorded as Instrument No.
201119457 (Parcel G-3[as to 0.985 acres]), as corrected by Instrument No. 201408523 in the
Official Records; and,(iii)quitclaim deed dated October 6,2011, and recorded as Instrument No.
201119458 (Parcel G-4 [as to 0.157 acres]), as corrected by Instrument No. 201408522, in the
Official Records, (collectively referred to as the"Source Deed"). The provisions of each Source
Deed are incorporated herein by reference, and shall be binding upon GRANTEE and
GRANTEE's use of the Property. GRANTEE acknowledges the terms of the Source Deed,.and
agrees to honor the rights of the United States set forth in the Source Deed. GRANTEE and its
successors shall perform all obligations imposed upon GRANTEE and its successors in the
Source Deed. Likewise, GRANTEE shall receive the benefit of all warranties and
indemnifications by the United States made in the Source Deed, to the full extent allowed by the
law.
2 1239-030/299186_2
2. "AS IS"
A. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property and accepts the condition and state of repair of the Property. GRANTEE
understands and agrees that, except as otherwise provided in the Purchase Agreement and in this
Deed the Property and any part thereof is offered "AS IS" without any representation, warranty
or guaranty by GRANTOR as to quantity, quality, title, character, condition, size, or kind, or
that the same is in condition or fit to be used for the purpose(s) intended by GRANTEE, and no
claim for allowance or deduction upon such grounds will be considered.
B. GRANTEE shall be deemed to have relied solely on its own judgment in
assessing the overall condition of all or any portion of the Property, including, without limitation,
any asbestos, lead-based paint, or other conditions on the Property. The failure of GRANTEE to
inspect or to exercise due diligence to be fully informed as to the condition of all or any portion
of the Property offered, will not constitute grounds for any claim or demand against the United
States.
C. Nothing in this provision will be construed to modify or negate the obligations of
the United States under the Source Deed, any other statutory obligations of the United States.
3. ENVIRONMENTAL HOLD HARMLESS
A. To the extent authorized by law, GRANTEE and its successors and assigns covenant
and agree to indemnify and hold harmless GRANTOR and United States, their officers, agents,
and employees from (1) any and all claims, damages,judgments, loss and costs, including fines
and penalties, arising out of the violation of the NOTICES, USE RESTRICTIONS, AND
RESTRICTIVE COVENANTS in the Source Deed by GRANTEE, its successors and assigns
and (2) any and all claims, damages, and judgments arising out of, or in any manner predicated
upon exposure to asbestos, lead-based paint, or other non-environmental condition on any
portion of the Property. GRANTEE'S obligations under this Paragraph shall apply whenever
GRANTOR or the United States incur costs or liabilities for actions giving rise to liability under
this section.
B. GRANTEE, its successors and assigns, covenant and agree that GRANTOR and
United States shall not be responsible for any costs associated with modification or termination
of the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS in the Source
Deed requested by GRANTEE, its successors and assigns, including any costs associated with
additional investigation or remediation of asbestos, lead-based paint, or non-environmental
conditions on any portion of the Property.
C. Nothing in this provision will be construed to modify or negate the United States'
obligation under the CERCLA Covenant contained in the Source Deed or any other statutory
obligations.
3 1239-030/299186 2
4. POST-TRANSFER DISCOVERY OF CONTAMINATION
A. If an actual or threatened release of a hazardous substance or petroleum product is
discovered on the Property after the date of the conveyance, GRANTEE, its successors or
assigns shall be responsible for such release or newly discovered substance unless GRANTEE is
able to demonstrate that such release or such newly discovered substance was due to the United
States' or GRANTOR's activities, ownership, use, or occupation of the Property. If
GRANTEE, it successors or assigns believe the discovered hazardous substance is due to the
United States' or GRANTOR's activities, use or ownership of the Property, GRANTEE will
immediately secure the site and notify GRANTOR and the United States of the existence of the
hazardous substances, and GRANTEE will not further disturb such hazardous substances
without the written permission of GRANTOR and United States.
B. GRANTEE, its successors and assigns, as consideration for the conveyance,
agree to release GRANTOR and United States from any liability or responsibility for any claims
arising solely out of the release of any hazardous substance or petroleum product on the Property
occurring after the date of this Deed, where such substance or product was placed on the
Property by GRANTEE, or its successors, assigns, employees, invitees, agents or contractors,
after the conveyance. This Paragraph shall not affect the United States' responsibilities to
conduct response actions or corrective actions that are required by applicable laws, rules and
regulations.
5. ENVIRONMENTAL PROTECTION PROVISIONS
The Environmental Protection Provisions attached hereto as Exhibit B and contained in
the Source Deed are incorporated herein by reference, and shall be binding on GRANTEE and
GRANTEE's use of the Property. GRANTEE shall neither transfer the Property, lease the
Property, nor grant any interest, privilege, or license whatsoever in connection with the Property
without the inclusion of the Environmental Protection Provisions contained herein and in the
Source Deed, and shall require the inclusion of the Environmental Protection Provisions in all
further deeds, easements,transfers,leases, or grant of any interest,privilege, or license.
6. NO WAIVER
The failure of GRANTOR and United States to insist on any one or more instances upon
complete performance of any of the said notices, covenants, conditions, restrictions, or
reservations shall not be construed as a waiver or a relinquishment of the future performance of
any such covenants, conditions, restrictions, or reservations; but the obligations of GRANTEE,
its successors and assigns, with respect to such future performance shall continue in full force
and effect.
7. NOTICES
Any notice, demand, request, consent, approval or communication that either party
desires or is required to give to the other shall be in writing and shall either be served personally
or sent by mail,postage prepaid, addressed as follows:
4 1239-030/299186 2
GRANTOR: GRANTEE:
River Ridge Development Authority Exeter Hilton Land, LLC
6200 E. Highway 62, Suite 600 140 E. Germantown Pike
Jeffersonville, Indiana 47130 Suite 150
Attn: Executive Director Plymouth,Pennsylvania 19462
Attn: Timothy J. Weber
UNITED STATES:
Department of the Army
ATTN: CELRL-RE-E
do U.S. Army Engineer District
P. O. Box 59
Louisville,KY 40201-0059
8. DEVELOPMENT COVENANTS AND DEVELOPMENT STANDARDS.
A. GRANTOR shall comply with GRANTOR's Development Covenants set forth
in Exhibit C-1 attached hereto.
B. GRANTEE's Development of the Property shall be subject to the Development
Covenants and GRANTEE's Re-conveyance obligations to GRANTOR as set forth in Exhibit
C-2 attached hereto.
9. ROAD AND ACCESS EASEMENTS.
GRANTOR grants to GRANTEE, its agents, contractors, employees, tenants, licensees,
invitees, successors and assigns, the nonexclusive access easement to use the entrance, frontage
and service roads which exist or are being constructed by GRANTOR and the State of Indiana,
from the boundary of the Property to the point of connection with State Road 62 , including, but
not limited to nonexclusive access easements over the frontage roads known as Hilton Drive
located contiguous to the northerly boundary of the Property, Salem Road, Trey Street, Patrol
Road, International Drive and that certain Access Road to be constructed contiguous to the
westerly boundary of the Property which will connect Hilton Drive to Salem Road when
complete (as described in Exhibit C-1) (collectively, the "Road and Access Easements"). The
Road and Access Easements may be used by the owners, tenants, visitors, mortgagees and
licensees of the owners of any of the Property, their successors and assigns. A depiction of the
major roadways located in the vicinity of the Property is attached hereto as Exhibit D. The
GRANTOR reserves the right to relocate those roadways as part of the development of River
Ridge Commerce Center subject to GRANTEE's right to substantially similar access to Route
62. No person shall (i) park or store vehicles or other personal property upon the area
comprising such roads or (ii) obstruct, or permit the obstruction of, the area comprising such
roads in any manner. In the event such roads are dedicated to public use and accepted by the
5 1239-030/299186_2
City of Jeffersonville for maintenance and repair, the parties agree to execute such further
documents as may be necessary to effect such dedication and acceptance.
10. UTILITY EASEMENTS.
GRANTOR grants to GRANTEE and its agents, contractors, employees, tenants,
licensees, invitees, successors and assigns: (i) non-exclusive utility easements over, under and
across Road and Access Easements for purposes of accessing and installing electric, water,cable,
gas, sewer, storm water and other utilities within the area comprising said Road and Access
Easements, and (ii) non-exclusive drainage easement for GRANTEE's use of that portion of
GRANTOR'S property as depicted on the drawing attached as Exhibit A-3 (the "RRDA
Drainage Easement Area") to construct, at GRANTEE's sole cost and expense, a regional
detention basin and related facilities, including without limitation, the right to discharge and
drain storm water runoff from the Property through the facilities located within the RRDA
Drainage Easement Area in compliance with the development standards identified in Section 7
of Exhibit C-2 and RRDA drainage plans, as now or hereafter in existence (the "Grantee Utility
Easements"). GRANTEE shall be entitled to dispose of or retain the soil within the RRDA
Drainage Easement Area and shall cause the drainage detention basin and related facilities to be
completed on or before the completion of GRANTEE's Phase I Improvements (as defined in
Exhibit C-2.
GRANTOR reserves unto GRANTOR and its agents, contractors, employees, licenses,invitees,
successors and assigns a 15 foot wide utility easement, as described in Exhibit A-1 and depicted
in Exhibit A-2, over, under and across the Property for purposes of accessing and installing
electric, water, cable, gas, sanitary sewer and other utilities (the "Grantor Utility Easements and,
together with the Grantee Utility Easements, hereinafter referred to as the "Utility Easements").
GRANTOR reserves the reasonable right to enter upon the Property for the limited purpose of
accessing and maintaining all utility improvements situated within the area comprising- the
Utility Easements. GRANTOR and GRANTEE covenant and agree that, in the event either
party to this Deed for any reason elects to repair or replace the underground sewer, electric,
cable, drainage, or water improvements, if any, situated within the Utility Easements, such party
will use its best efforts to minimize the damage to the surface estate of the Utility Easement and
upon such repair or replacement, shall place the surface of the Property back to the condition it
existed immediately prior to the repair or replacement. GRANTOR may not remove or damage
building improvements situated on the Property,provided no structures encroach upon the Utility
Easements. GRANTEE shall be responsible for locating any underground sewer, drainage,
electric, cable, water, or other utility easements, prior to any construction or disturbance of the
ground upon the Property. GRANTOR acknowledges and agrees that any access to the Property
in connection with the Utility Easements shall be subject to the security restrictions/programs at
the Property. Nothing contained herein shall permit GRANTEE to install non-utility
improvements, including but not limited to irrigation systems, exterior lighting, lampposts,
signage, etc. (but excluding sidewalks) within the Utility Easement areas located within the Road
and Access Easement area. GRANTEE shall relocate or "remove, at its own expense, any and
all such non-utility improvements (excluding sidewalks) installed by GRANTEE within the
Utility Easement areas located within the Road and Access Easement area within thirty (30)
days' written notice from GRANTOR. In the event such non-utility improvements are not
6 1239-030299186 2
removed within thirty(30) days after such notice, GRANTOR may cause such removal to occur
at the sole expense of the GRANTEE.
[SIGNATURE PAGE FOLLOWS]
7 1239-030/299186 2
IN WITNESS WHEREOF, GRANTOR has caused this Special Warranty Deed to be executed
in its name this le day of February, 2017.
GRANTOR:
RIVER RIDGE DEVELOPMENT AUTHORITY f/k/a INAAP
Reuse Authority
BY: �//
erry . Acy, Exec irector
STATE OF INDIANA )
) SS
COUNTY OF CLARK )
I do hereby certify that this day personally appeared before me, a Notary Public in the
State of Indiana, Jerry G. Acy, as Executive Director of RIVER RIDGE DEVELOPMENT
AUTHORITY f/k/a INAAP Reuse Authority, who signed the foregoing Special Warranty Deed
and acknowledged the execution of the foregoing Special Warranty Deed to be his/her free act
and deed for and on behalf of the authority and, having been duly sworn, stated that the
representations therein contained are true.
Given under my hand this 1&II day of February, 2017.
My commission expires: 4,3 I lg-d
?o`::,..F.: WENDY L.NICKLES
: ."°'. 1 Clark County
[seal] _:?;;, . MY Commission Expires
Y PUBLIC February3,2022
6/CUI L A)i --1L5 (Printed Name)
County of Residence: eta(lG—
[Grantee Signature and Acknowledgement on Separate Counterpart Page]
8 1239-030/299186 2
ACCEPTANCE
EXETER HILTON LAND, LLC hereby accepts this Special Warranty Deed for itself, its
successors and assigns, subject to all of the conditions, reservations, restrictions and terms
contained therein.
IN WITNESS WHEREOF, GRANTEE,has caused these presents to be executed by its
governing body and is within the scope of its legal powers,on this I'3'61 day of February,2017.
GRANTEE:
EXETER HILTON LAND,LLC,a Delaware limited liability company
By: Exeter Operating Partnership III, L.P., a Delaware
limited partnership, its sole member
By: Exeter Operating Partnership III GP LLC,a Delaware
limited liability company, its sole general partner
By: Exeter Industri T III LC,a Delaware
limited li ' ity comp , its sole member
y: A
Name ' o y J. Weber
: Vice President
COMMONWEALTH OF PENNSYLVANIA )
)ss.:
COUNTY OF DELAWARE )
ih
On this the i `J day of February, 2017, before me, the undersigned officer, personally
appeared Timothy J. Weber who acknowledged himself to be the Vice President of Exeter
Industrial REIT III LLC, a Delaware limited liability company, which is the sole member of
Exeter Operating Partnership III GP LLC, a Delaware limited liability company, which is the
sole general partner of Exeter Operating Partnership III, L.P., a Delaware limited partnership,
which is the sole member of EXETER HILTON LAND, LLC, a Delaware limited liability
company, and that he, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
CAU,pairtkAACWW
Notary\ blic <J
My commission expires:
COMMONWEALTH OF PENNSYLVANIA
3 I NOTARIAL SEAL 1239-030/290605_2
TIFFANY MARKOSKI
Notary Public
RADNOR TWP,DELAWARE COUNTY
My Commission Expires Aug 30,2019
Exhibits:
Exhibit A—Legal Description
• Exhibit A-1 —Reserved GRANTOR Utility Easement
Exhibit A-2—Plat of survey showing Property
Exhibit A-3 - RRDA Drainage Easement Area
Exhibit B-1 —Environmental Protection Provisions (G2)
Exhibit B-2—Environmental Protection Provisions (G4)
Exhibit B-3 —Environmental Protection Provisions (G3)
Exhibit C-1 —GRANTOR Development Covenants
Exhibit C-2—GRANTEE Development Requirements and Covenants
Exhibit D—Depiction of Road and Access Easements
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. Alan M. Applegate
This instrument prepared by:
Alan M. Applegate
APPLEGATE FIFER PULLIAM LLC
P. O. Box 1418
Jeffersonville, Indiana 47131-1418
(812) 284-9499
Tax Statement� ` Mailing�d�sSuit_
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101 I.IGS4— EIm G u
C.onshohockei►1 PA (ll,Lzg
Grantee Mailing Address:
101 Ue&L EL.,, GOO
(An s o ll oc fen, PA I'4c2 g
1 1 1239-030/299186 2
EXHIBIT A
LEGAL DESCRIPTION
That part of Survey Numbers 38 and 39 of the Illinois Grant,City of Jeffersonville,Clark County,
Indiana,being further described as follows:
Commencing at a Mag Nail on the northwest line of Survey Number 26, which marks the east
corner of Survey Number 38; Thence along the line dividing Survey Numbers 38 and 39, North
35 degrees 20 minutes 48 seconds West, 919.68 feet to a steel pin and cap, the True Point of
Beginning;
Thence along a line being 30-feet from and parallel with an existing railroad track for the next
. four calls:
1.South 17 degrees 36 minutes 37 seconds West,661.24 feet to a steel pin and cap;
2. 1219.37 feet along a non-tangent curve to the right having a radius of 1895.62 feet and
a chord which bears South 37 degrees 19 minutes 53 seconds West, 1198.45 feet to a steel pin
and cap;
3.South 57 degrees 09 minutes 25 seconds West,466.93 feet to a 28-inch Ash Tree;
4. 15.75 feet along a non-tangent curve to the right having a radius of 2016.45 feet and a
chord that bears South 57 degrees 21 minutes 08 seconds West, 15.75 feet to a steel pin and cap;
Thence North 37 degrees 39 minutes 35 seconds West, 1142.94 feet to a steel pin and cap;
Thence North 52 degrees 20 minutes 25 seconds East, 360.73 feet to a steel pin and cap; Thence
1090.10 feet along a curve to the left having a radius of 2200.00 feet and a chord which bears
North 36 degrees 56 minutes 15 seconds East, 1078.99 feet to a steel pin and cap; Thence North
22 degrees 44 minutes 32 seconds East, 1523.92 feet to a steel pin and cap; Thence 70.61 feet
along a curve to the right having a radius of 45.00 feet and a chord which bears North 67 degrees
41 minutes 46 seconds East, 63.59 feet to a steel pin and cap; Thence South 67 degrees 21
minutes 00 seconds East, 906.90 feet to a steel pin and cap; Thence along a line being 30-feet
from and parallel with an existing railroad track, South 17 degrees 36 minutes 37 seconds West,
1283.16 feet to the True Point of Beginning.
The above-described tract contains vacant ground consisting of 84.097 acres located in Clark
County,IN,which is subject to all rights-of-ways and easements,whether of record or not.
The above-described tract is a portion of the lands conveyed to the River Ridge Development
Authority as set forth in Instrument 200617789 (Parcel "G-2" [as to 82.955 acres)), which was
corrected by Instrument 201408525; and Instrument 201119457(Parcel "G-3"[as to 0.985 acres]),
which was corrected by Instrument 201408523 and Instrument 201119458 (Parcel "G-4"[as to
0.157 acres]), which was corrected by Instrument 201408522 in the Office of the Recorders,
Clark County,Indiana.
EXHIBIT A-1
RESERVED EASEMENT
The property described in Exhibit A is hereby subject to a 15-foot wide Utility Easement
being further described as follows:
That part of Survey Numbers 38 and 39 of the Illinois Grant, City of Jeffersonville, Clark
County, Indiana,being further described as follows:
Commencing at a Mag Nail on the northwest line of Survey Number 26, which marks the
east corner of Survey Number 38;Thence along the line dividing Survey Numbers 38 and
39,North 35 degrees 20 minutes 48 seconds West, 919.68 feet; Thence along a line being
30-feet from and parallel with an existing railroad track,North 17 degrees 36 minutes 37
seconds East, 1268.11 feet to the True Point of Beginning;
Thence North 67 degrees 21 minutes 00 seconds West, 908.22 feet; Thence 47.08 feet
along a curve to the left having a radius of 30.00 feet and a chord which bears South 67
degrees 41 minutes 46 seconds West, 42.39 feet; Thence South 22 degrees 44 minutes 32
seconds West, 1523.92 feet; Thence 1097.69 feet along a curve to the right having a
radius of 2215.00 feet and a chord which bears South 36 degrees 56 minutes 22 seconds
West, 1086.50 feet; Thence South 52 degrees 20 minutes 25 seconds West, 360.89 feet;
Thence North 37 degrees 39 minutes 35 seconds West, 15.00 feet to a steel pin and cap;
Thence North 52 degrees 20 minutes 25 seconds East, 360.73 feet to a steel pin and cap;
Thence 1090.10 feet along a curve to the left having a radius of 2200.00 feet and a chord
which bears North 36 degrees 56 minutes 15 seconds East, 1078.99 feet to a steel pin and
cap;Thence North 22 degrees 44 minutes 32 seconds East, 1523.92 feet to a steel pin and
cap;Thence 70.61 feet along a curve to the right having a radius of 45.00 feet and a chord
which bears North 67 degrees 41 minutes 46 seconds East, 63.59 feet to a steel pin and
cap; Thence South 67 degrees 21 minutes 00 seconds East, 906.90 feet to a steel pin and
cap; Thence South 17 degrees 36 minutes 37 seconds West, 15.06 feet to the True Point
of Beginning.
The above-described easement contains 1.358 acres.
EXHIBIT A-2
PROPERTY PLAT
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EXHIBIT A-3
RRDA DRAINAGE EASEMENT AREA
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EXHIBIT B-1
ENVIRONMENTAL PROTECTION PROVISIONS
AS TO 82.955 ACRE PORTION OF G2
1.NOTICE OF MUNITIONS AND EXPLOSIVES OF CONCERN ("MEC")
A. GRANTEE, its successors and assigns, are hereby notified that the Property
was previously part of the Indiana Army Ammunition Plant ("INAAP"). The INAAP
was used to manufacture explosives from 1941 to 1995. To the best of GRANTOR's
knowledge, no Munitions and Explosives of Concern ("MEC") are present on the
Property. The term MEC identifies specific categories of military munitions that may
pose unique explosives safety risks and includes (a) Unexploded Ordnance ("UXO"), as
defined in 10 U.S.C. 2710 (e)(9); (b) Discarded military munitions ("DMM"), as defined
in 10 U.S.C. 2710(e)(2); or (c) Explosive munitions constituents (e.g., TNT, RDX)
present in high enough concentrations to pose an explosive hazard.
B. Notwithstanding GRANTOR's determination, the parties acknowledge that,
due to the former use of the Property as an active military installation, there is a
possibility that MEC may exist on the Property. If GRANTEE, any subsequent owner,
or any other person should find any MEC on the Property, they shall immediately stop
any intrusive or ground disturbing work in the area or in any adjacent areas and shall not
attempt to disturb, remove or destroy it, but shall immediately notify the Local Police
Department so that appropriate explosive ordnance personnel can be dispatched to
address such MEC as required under applicable law and regulations.
C. Access Rights and Easement
(1) GRANTOR, for and on behalf of the United States Army (the
"Army") reserves a perpetual and assignable right of access on, over, and through the
Property,to access and enter upon the Property in any case in which a munitions response
action is found to be necessary, or such access and entrance is necessary to carry out a
munitions response action on adjoining property. Such easement and right of access
includes, without limitation, the right to perform any additional investigation, sampling,
testing, test pitting, surface and subsurface clearance operations, or any other munitions
response action necessary for the United States to meet its responsibilities under
applicable laws and as provided for in this Deed. This right of access shall be binding on
GRANTEE,its successors and assigns, and shall run with the land.
(2) In exercising this right of access, the Army shall give GRANTEE or
the then record owner, reasonable notice of the intent to enter on the Property, except in
emergency situations. The Army shall use reasonable means, without significant
additional cost to the Army, to avoid and/or minimize interference with GRANTEE's
and GRANTEE's successors' and assigns' quiet enjoyment of the Property. Such
easement and right of access includes the right to obtain and use utility services,
including water, gas, electricity, sewer, and communications services available on the
property at a reasonable charge to the United States. Excluding the reasonable charges
for such utility services, no fee, charge, or compensation will be due GRANTEE nor its
successors and assigns, for the exercise of the easement and right of access hereby
retained and reserved by the United States.
(3) In exercising this easement and right of access, neither GRANTEE
nor its successor and assigns, as the case maybe, shall have any claim at law or equity
against the United States or any officer, employee, agent, contractor of any tier, or
servant of the United States based on actions taken by the United States or its officers,
employees, agents, contractors of any tier, or servants pursuant to and in accordance with
this Paragraph unless such claim is a result of the intentional or grossly negligent act of
the foregoing. In addition, GRANTEE, its successors and assigns, shall not interfere
with any reasonable munitions response action conducted by the Army on the Property.
2. NOTICE OF ADJACENT MUNITIONS RESPONSE SITES ("MRS") AND
RELATED RESTRICTIONS
A. GRANTEE, its successors and assigns, are hereby notified that munitions
response sites ("MRS")that are known to contain MEC, primarily, if not entirely, limited
to munitions constituents that may be in high enough concentrations to pose an explosive
hazard, are located adjacent to the Property. These MRS are being investigated and
remediated by the United States Army. GRANTEE, its successor and assigns, agree to
take necessary reasonable actions as directed by the U.S. Army to protect human health
and minimize interference with investigation and remediation of adjacent MRS. In the
event the explosive safety arc of an MRS is determined to extend on to the Property,
GRANTEE, its successors and assigns, will restrict public access to the Property and
take other appropriate measures necessary to protect the public per written instructions
from the U.S. Army.
B. GRANTEE, its successors and assigns, are hereby notified that the former
INAAP Ammunition Storage Area and Load, Assembly, and Pack (LAP) areas are
adjacent to the Property. These areas are currently being leased to several private
companies for the storage and manufacture of explosives. The closest explosive safety
quantity distance ("ESQD") arc, which is based on the maximum allowed by DOD
Explosive Safety Standards (DODD 6055.9-STD) to be stored in each leased facility,
extends to within approximately 1200 feet of the Property.
C. Upon completion of the investigation and remediation of the MRS on the
adjacent property, GRANTEE, its successors and assigns may request in writing for the
Army to modify or, if appropriate, release this Notice of Adjacent MEC and Related
Restrictions by executing and recording, in the same land records of the State of Indiana
as the deed, a Partial Release of Covenant or other appropriate real estate document.
GRANTEE shall bear the cost of recording and reasonable administrative fees.
3. GROUNDWATER NOTICE AND RESTRICTIONS
A. GRANTEE is hereby informed and acknowledges that the Army is
monitoring the groundwater, sediments and surface water to confirm that there is not
groundwater contamination at the former Indiana Army Ammunition Plant (INAAP).
GRANTEE, its successors and assigns, shall not access or use groundwater underlying
or springs located on the Property for potable drinking purposes. GRANTEE, its
successors and assigns, will not undertake nor allow any activity on, or use of, the
Property that would violate the restrictions contained herein. For the purpose of this
restriction, "groundwater" shall have the same meaning as in Section 101(12) of
CERCLA.
B. Upon completion of the INAAP groundwater monitoring program,
GRANTEE, its successors and assigns may request in writing for the Army to modify or,
if appropriate, release this Groundwater Notice and Restrictions by executing and
recording, in the same land records of the State of Indiana as the deed, a Partial Release
of Covenant or other appropriate real estate document. GRANTEE shall bear the cost of
recording and reasonable administrative fees.
4. NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT
A. GRANTEE is hereby informed and does acknowledge that non-friable
asbestos or asbestos-containing material ("ACM") has been found on the Property. The
Property may contain improvements, such as buildings, facilities, equipment, and
pipelines, above and below the ground, that contain non-friable asbestos or ACM. The
Occupational Safety and Health Administration (OSHA) and the Environmental
Protection Agency have determined that such unprotected or unregulated exposure to
airborne asbestos fibers increases the risk of asbestos-related diseases, including certain
cancers that can result in disability or death.
B. GRANTEE covenants and agrees that its use and occupancy of the Property
will be in compliance with all applicable laws relating to asbestos. GRANTEE agrees to
be responsible for any remediation or abatement of asbestos found to be necessary on the
Property to include ACM in or on buried pipelines that may be required under applicable
law or regulation.
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its asbestos and ACM condition and any hazardous or •
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the condition of any asbestos or ACM hazards on
all or any portion of the Property.
5. NOTICE OF THE PRESENCE OF LEAD-BASED PAINT (LBP) AND
COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL
PURPOSE
A. GRANTEE is hereby informed and does acknowledge that all buildings on the
Property, which were constructed or rehabilitated prior to 1978, are presumed to contain
lead-based paint. Lead from paint, paint chips, and dust can pose health hazards if not
managed properly. Every purchaser of any interest in Residential Real Property on which
a residential dwelling was built prior to 1978 is notified that there is a risk of exposure to
lead from lead-based paint that may place young children at risk of developing lead
poisoning.
B. GRANTEE covenants and agrees that it shall not permit the occupancy or use
of any buildings or structures on the Property as Residential Property, as defined under
24 Code of Federal Regulations Part 35, without complying with this section and all
applicable federal, state, and local laws and regulations pertaining to lead-based paint
and/or lead-based paint hazards. Prior to permitting the occupancy of the Property where
its use subsequent to sale is intended for residential habitation, GRANTEE specifically
agrees to perform, at its sole expense, the Army's abatement requirements under Title X
of the Housing and Community Development Act of 1992 (Residential Lead-Based Paint
Hazard Reduction Act of 1992).
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its lead-based paint content and condition and any hazardous or
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the overall condition of any lead-based paint or
lead-based paint hazards on all or any portion of the Property.
6. ENDANGERED SPECIES RESTRICTIVE COVENANT FOR THE
PROTECTION OF THE GRAY BAT
1. That the Endangered Species Act of 1973 (Public Law 93-205, approved December
28, 1973, 81 Statute 884, 16 U.S.C. 1531 et seq.), is incorporated herein by reference.
2. That GRANTEE, its successors and assigns, and every successor in interest to the
Property, or any part thereof, shall protect all federally listed endangered or threatened
species (fish, wildlife, or plants)which inhabit, forage or grow within the boundary of the
Property.
3. A species of federally endangered bats, the gray bat (Myotis grisescens) is known to
inhabit the Property. In addition to the statutes, regulations, and covenants cited and set
forth in this paragraph, GRANTEE, its successors and assigns, and every successor in
interest to the Property, or any part thereof, shall protect this species of bats and their
habitats that are located within the boundary of the Property. Additional covenants for
the protection of the gray bat and its habitats located within the Property area are as
follows:
a) That each covenant set forth herein shall be a covenant running with the land
(shall apply to and shall be enforceable against GRANTEE, its successors and assigns,
and every successor in interest to the Property, or any part thereof).
b) Based on the importance of caves, sinkholes, springs, or underground streams,
forest cover, and water quality to protect gray bat habitat, GRANTEE will implement the
prescriptions identified below. If deviations from these management prescriptions are
necessary, GRANTEE will plan and implement such activities in consultation with and
with the approval of the United States Fish and Wildlife Service (USFWS) Region 3
Bloomington Field Office.
i. Any disturbance of forest cover within 100 feet (30 meters) of a
perennial stream or within 50 feet (15 meters) of an intermittent
stream is prohibited.
ii. Earth moving activities and disturbance of natural vegetation
within 100 feet (30 meters) of any cave, sinkhole, spring, or
underground stream is prohibited.
iii. When major earth moving activities are conducted more than 100
feet (30 meters) from a cave, sinkhole, spring, or underground
stream, but still within the drainage area of such cave, sinkhole,
spring, or underground stream, GRANTEE shall ring and stake
the area of activity with silt fencing and hay bales, respectively, to
control erosion and prevent debris from entering the cave,
sinkhole, spring, or underground stream.
EXHIBIT B-2
ENVIRONMENTAL PROTECTION PROVISIONS
AS TO 0.157 ACRE PORTION OF G4
1. NOTICE OF MUNITIONS AND EXPLOSIVES OF CONCERN ("MEC")
A. GRANTEE, its successors and assigns, are hereby notified that the Property
was previously part of the Indiana Army Ammunition Plant ("INAAP"). The INAAP
was used to manufacture explosives from 1941 to 1995. To the best of GRANTOR's
knowledge, no Munitions and Explosives of Concern ("MEC") are present on the
Property. The term MEC identifies specific categories of military munitions that may
pose unique explosives safety risks and includes (a) Unexploded Ordnance ("UXO"), as
defined in 10 U.S.C. 2710 (e)(9); (b) Discarded military munitions ("DMM"), as defined
in 10 U.S.C. 2710(e)(2); or (c) Explosive munitions constituents (e.g., TNT, RDX), as
defined in 10 U.S.C. 2710(e)(3), present in high enough concentrations to pose an
explosive hazard.
B. The Property was previously used for propellant manufacturing and storage.
Based on a review of existing records and available information, there was evidence that
MEC, Including munitions constituents ("MC") present n high enough concentrations to
pose an explosive hazard MEC (MC), was present within structures on the Property. All
structures were inspected for the presence of MEC (MC). Each building received an
explosives decontamination certificate confirming that no explosives hazard exists.
C. Notwithstanding GRANTOR's determination, the parties acknowledge that,
due to the former use of the Property as an active military installation, there is a
possibility that MEC may exist on the Property. If GRANTEE, any subsequent owner,
or any other person should find any MEC on the Property, they shall immediately stop
any intrusive or ground disturbing work in the area or in any adjacent areas and shall not
attempt to disturb, remove or destroy it, but shall immediately notify the Local Police
Department so that appropriate explosive ordnance personnel can be dispatched to
address such MEC as required under applicable law and regulations.
D. Access Rights and Easement
(1) GRANTOR, for and on behalf of the United States Army (the
"Army") reserves a perpetual and assignable right of access on, over, and through the
Property,to access and enter upon the Property in any case in which a munitions response
action is found to be necessary, or such access and entrance is necessary to carry out a
munitions response action on adjoining property. Such easement and right of access
includes, without limitation, the right to perform any additional investigation, sampling,
testing, test pitting, surface and subsurface removal operations, or any other munitions
response action necessary for the United States to meet its responsibilities under
applicable laws and as provided for in this Deed. This right of access shall be binding on
GRANTEE,its successors and assigns, and shall run with the land.
1
(2) In exercising this right of access, the Army shall give GRANTEE or
the then record owner, reasonable notice of the intent to enter on the Property, except in
emergency situations. The Army shall use reasonable means, without significant
additional cost to the Army, to avoid and/or minimize interference with GRANTEE's
and GRANTEE's successors' and assigns' quiet enjoyment of the Property. Such
easement and right of access includes the right to obtain and use utility services,
including water, gas, electricity, sewer, and communications services available on the
property at a reasonable charge to the United States. Excluding the reasonable charges
for such utility services, no fee, charge, or compensation will be due GRANTEE nor its
successors and assigns, for the exercise of the easement and right of access hereby
retained and reserved by the United States.
(3) In exercising this easement and right of access, neither GRANTEE
nor its successor and assigns, as the case maybe, shall have any claim at law or equity
against the United States or any officer, employee, agent, contractor of any tier, or
servant of the United States based on actions taken by the United States or its officers,
employees, agents, contractors of any tier, or servants pursuant to and in accordance with
this Paragraph unless such claim is a result of the intentional or grossly negligent act of
the foregoing. In addition, GRANTEE, its successors and assigns, shall not interfere
with any reasonable munitions response action conducted by the Army on the Property.
2. NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT
A. GRANTEE is hereby informed and does acknowledge that non-friable
asbestos or asbestos-containing material ("ACM") has been found on the Property. The
Property may contain improvements, such as buildings, facilities, equipment, and
pipelines, above and below the ground, that contain non-friable asbestos or ACM. The
Occupational Safety and Health Administration (OSHA) and the Environmental
Protection Agency have determined that such unprotected or unregulated exposure to
airborne asbestos fibers increases the risk of asbestos-related diseases, including certain
cancers that can result in disability or death.
B. GRANTEE covenants and agrees that its use and occupancy of the Property
will be in compliance with all applicable laws relating to asbestos. GRANTEE agrees to
be responsible for any remediation or abatement of asbestos found to be necessary on the
Property to include ACM in or on buried pipelines that may be required under applicable
law or regulation.
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its asbestos and ACM condition and any hazardous or
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the condition of any asbestos or ACM hazards on
all or any portion of the Property.
2
3. NOTICE OF THE PRESENCE OF LEAD-BASED PAINT (LBP) AND
COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL
PURPOSE
A. GRANTEE is hereby informed and does acknowledge that all buildings on the
Property, which were constructed or rehabilitated prior to 1978, are presumed to.contain
lead-based paint. Lead from paint, paint chips, and dust can pose health hazards if not
managed properly. Every purchaser of any interest in Residential Real Property on which
a residential dwelling was built prior to 1978 is notified that there is a risk of exposure to
lead from lead-based paint that may place young children at risk of developing lead
poisoning.
B. GRANTEE covenants and agrees that it shall not permit the occupancy or use
of any buildings or structures on the Property as Residential Property, as defined under
24 Code of Federal Regulations Part 35, without complying with this section and all
applicable federal, state, and local laws and regulations pertaining to lead-based paint
and/or lead-based paint hazards. Prior to permitting the occupancy of the Property where
its use subsequent to sale is intended for residential habitation, GRANTEE specifically
agrees to perform, at its sole expense, the Army's abatement requirements under Title X
of the Housing and Community Development Act of 1992 (Residential Lead-Based Paint
Hazard Reduction Act of 1992).
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its lead-based paint content and condition and any hazardous or
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the overall condition of any lead-based paint or
lead-based paint hazards on all or any portion of the Property.
4. ENDANGERED SPECIES RESTRICTWE COVENANT FOR THE
PROTECTION OF THE GRAY BAT AND THE INDIANA BAT
A. That the Endangered Species Act of 1973 (Public Law 93-205, approved
December 28, 1973, 81 Statute 884, 16 U.S.C. 1531 et seq.), is incorporated herein by
reference.
B. Two federally endangered species, the gray bat (Myotis grisescens) and the
Indiana bat (Myotis sodalis) are known to inhabit the Property. In addition to the
statutes, regulations, and covenants cited and set forth in this paragraph, GRANTEE, its
successors and assigns, and every successor in interest to the Property,j r any part
thereof, shall protect these species of bats and their habitats that are locafff within the
boundary of the Property by complying with the following requirements:
(1). GRANTEE, its successors and assigns, shall not disturb,or permit
the disturbance of forest cover within the Jenny Lind Run or Little Battle Creek
drainages on the Property.
3
(2). GRANTEE, its successors and assigns shall not disturb, or permit
the disturbance of forest cover within 100 feet (30 meters) of a perennial stream
or within 50 feet (15 meters) of an intermittent stream in any other drainages on
the Property.
(3). GRANTEE may routinely apply, or may allow the routine
application of registered pesticides to control weeds in the immediate vicinity of
buildings on the Property as long such application is performed in accordance
with the directions listed on the appropriate product labels.
C. The United States shall be deemed a beneficiary to this preservation covenant
without regard to whether it remains the owner of any land or interest therein in the
locality of the Property hereby conveyed and shall have the sole right to enforce this
preservation covenant in any court of competent jurisdiction. This preservation covenant,
and its restrictions, conditions, and limitations shall be binding on the GRANTEE and its
successors, and assigns in perpetuity. The Department of Interior, Fish and Wildlife
Service may, for good cause, modify or cancel any or all of the foregoing restrictions
upon written application of the GRANTEE, or its successors or assigns.
5. PESTICIDE NOTICE AND COVENANT
A. GRANTEE is hereby notified and acknowledges that registered pesticides
have been applied to the Property conveyed herein and may continue to be present
thereon. GRANTOR and Grantee know of no use of any registered pesticide in a manner
(1) inconsistent with its labeling or with the Federal Insecticide, Fungicide, and
Rodenticide Act (FIFRA)(7 U.S.C. § 136, et seq.) and other applicable laws and
regulations;or(2)not in accordance with its intended purpose.
B. GRANTEE covenants and agrees that if GRANTEE takes any action with regard to
the Property, including demolition of structures or any disturbance or removal of soil that
may expose, or cause a release of, a threatened release of, or an exposure to, any such
pesticide, GRANTEE assumes all responsibility and liability therefore.
4
EXHIBIT B-3
ENVIRONMENTAL PROTECTION PROVISIONS
AS TO 0.985 ACRE PORTION OF G3
1. NOTICE OF MUNITIONS AND EXPLOSIVES OF CONCERN ("MEC")
A. GRANTEE, its successors and assigns, are hereby notified that the Property
was previously part of the Indiana Army Ammunition Plant ("INAAP"). The INAAP
was used to manufacture explosives from 1941 to 1995. To the best of GRANTOR's
knowledge, no Munitions and Explosives of Concern ("MEC") are present on the
Property. The term MEC identifies specific categories of military munitions that may
pose unique explosives safety risks and includes (a) Unexploded Ordnance ("UXO"), as
defined in 10 U.S.C. 2710 (e)(9); (b) Discarded military munitions ("DMM"), as defined
in 10 U.S.C. 2710(e)(2); or (c) Explosive munitions constituents (e.g., TNT, RDX), as
defined in 10 U.S.C. 2710(e)(3), present in high enough concentrations to pose an
explosive hazard.
B. The Property was previously used for propellant manufacturing and storage.
Based on a review of existing records and available information, there was evidence that
MEC, Including munitions constituents ("MC") present n high enough concentrations to
pose an explosive hazard MEC (MC), was present within structures on the Property. All
structures were inspected for the presence of MEC (MC). Each building received an
explosives decontamination certificate confirming that no explosives hazard exists.
C. Notwithstanding GRANTOR's determination, the parties acknowledge that,
due to the former use of the Property as an active military installation, there is a
possibility that MEC may exist on the Property. If GRANTEE, any subsequent owner,
or any other person should find any MEC on the Property, they shall immediately stop
any intrusive or ground disturbing work in the area or in any adjacent areas and shall not
attempt to disturb, remove or destroy it, but shall immediately notify the Local Police
Department so that appropriate explosive ordnance personnel can be dispatched to
address such MEC as required under applicable law and regulations.
D. Access Rights and Easement
(1) GRANTOR, for and on behalf of the United States Army (the
"Army") reserves a perpetual and assignable right of access on, over, and through the
Property,to access and enter upon the Property in any case in which a munitions response
action is found to be necessary, or such access and entrance is necessary to carry out a
munitions response action on adjoining property. Such easement and right of access
includes, without limitation, the right to perform any additional investigation, sampling,
testing, test pitting, surface and subsurface removal operations, or any other munitions
response action necessary for the United States to meet its responsibilities under
applicable laws and as provided for in this Deed. This right of access shall be binding on
GRANTEE,its successors and assigns, and shall run with the land.
1
(2) In exercising this right of access, the Army shall give GRANTEE or
the then record owner, reasonable notice of the intent to enter on the Property, except in
emergency situations. The Army shall use reasonable means, without significant
additional cost to the Army, to avoid and/or minimize interference with GRANTEE's
and GRANTEE's successors' and assigns' quiet enjoyment of the Property. Such
easement and right of access includes the right to obtain and use utility services,
including water, gas, electricity, sewer, and communications services available on the
property at a reasonable charge to the United States. Excluding the reasonable charges
for such utility services, no fee, charge, or compensation will be due GRANTEE nor its
successors and assigns, for the exercise of the easement and right of access hereby
retained and reserved by the United States.
(3) In exercising this easement and right of access, neither GRANTEE
nor its successor and assigns, as the case maybe, shall have any claim at law or equity
against the United States or any officer, employee, agent, contractor of any tier, or
servant of the United States based on actions taken by the United States or its officers,
employees, agents, contractors of any tier, or servants pursuant to and in accordance with
this Paragraph unless such claim is a result of the intentional or grossly negligent act of
the foregoing. In addition, GRANTEE, its successors and assigns, shall not interfere
with any reasonable munitions response action conducted by the Army on the Property.
2. NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT
A. GRANTEE is hereby informed and does acknowledge that non-friable
asbestos or asbestos-containing material ("ACM") has been found on the Property. The
Property may contain improvements, such as buildings, facilities, equipment, and
pipelines, above and below the ground, that contain non-friable asbestos or ACM. The
Occupational Safety and Health Administration (OSHA) and the Environmental
Protection Agency have determined that such unprotected or unregulated exposure to
airborne asbestos fibers increases the risk of asbestos-related diseases, including certain
cancers that can result in disability or death.
B. GRANTEE covenants and agrees that its use and occupancy of the Property
will be in compliance with all applicable laws relating to asbestos. GRANTEE agrees to
be responsible for any remediation or abatement of asbestos found to be necessary on the
Property to include ACM in or on buried pipelines that may be required under applicable
law or regulation.
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its asbestos and ACM condition and any hazardous or
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the condition of any asbestos or ACM hazards on
all or any portion of the Property.
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3. NOTICE OF THE PRESENCE OF LEAD-BASED PAINT (LBP) AND
COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL
PURPOSE
A. GRANTEE is hereby informed and does acknowledge that all buildings on the
Property, which were constructed or rehabilitated prior to 1978, are presumed to contain
lead-based paint. Lead from paint, paint chips, and dust can pose health hazards if not
managed properly. Every purchaser of any interest in Residential Real Property on which
a residential dwelling was built prior to 1978 is notified that there is a risk of exposure to
lead from lead-based paint that may place young children at risk of developing lead
poisoning.
B. GRANTEE covenants and agrees that it shall not permit the occupancy or use
of any buildings or structures on the Property as Residential Property, as defined under
24 Code of Federal Regulations Part 35, without complying with this section and all
applicable federal, state, and local laws and regulations pertaining to lead-based paint
and/or lead-based paint hazards. Prior to permitting the occupancy of the Property where
its use subsequent to sale is intended for residential habitation, GRANTEE specifically
agrees to perform, at its sole expense, the Army's abatement requirements under Title X
of the Housing and Community Development Act of 1992 (Residential Lead-Based Paint
Hazard Reduction Act of 1992).
C. GRANTEE acknowledges that it has inspected or has had the opportunity to
inspect the Property as to its lead-based paint content and condition arid any hazardous or
environmental conditions relating thereto. GRANTEE shall be deemed to have relied
solely on its own judgment in assessing the overall condition of any lead-based paint or
lead-based paint hazards on all or any portion of the Property.
4. ENDANGERED SPECIES RESTRICTIVE COVENANT FOR THE
PROTECTION OF THE GRAY BAT AND THE INDIANA BAT
A. That the Endangered Species Act of 1973 (Public Law 93-205, approved
December 28, 1973, 81 Statute 884, 16 U.S.C. 1531 et seq.); is incorporated herein by
reference.
B. Two federally endangered species, the gray bat (Myotis grisescens) and the
Indiana bat (Myotis sodalis) are known to inhabit the Property. In addition to the
statutes, regulations, and covenants cited and set forth in this paragraph, GRANTEE, its
successors and assigns, and every successor in interest to the Property, or any part
thereof, shall protect these species of bats and their habitats that are located within the
boundary of the Property by complying with the following requirements:
(1). GRANTEE, its successors and assigns, shall not disturb, or permit
the disturbance of forest cover within the Jenny Lind Run or Little Battle Creek
drainages on the Property.
3
(2). GRANTEE, its successors and assigns shall not disturb, or permit
the disturbance of forest cover within 100 feet (30 meters) of a perennial stream
or within 50 feet (15 meters) of an intermittent stream in any other drainages on
the Property.
(3) GRANTEE, its successors and assigns shall not conduct or permit
any earth moving activities and disturbance of natural vegetation within 100 feet
(30 meters)of any cave, sinkhole, spring, or underground stream.
(4) In the event GRANTEE, its successors and assigns conducts or
permits any major earth moving activities, which are located more than 100 feet
(30 meters) from a cave, sinkhole, spring, or underground stream, but still within
the drainage area of such cave, sinkhole, spring, or underground stream,
GRANTEE, its successors and assigns shall ring and stake the area of activity
with silt fencing and hay bales, respectively, to control erosion and prevent debris
from entering such cave, sinkhole,spring, or underground stream on the Property.
(5). GRANTEE may routinely apply, or may allow the routine
application of registered pesticides to control weeds in the immediate vicinity of
buildings on the Property as long such application is performed in accordance
with the directions listed on the appropriate product labels.
C. The United States shall be deemed a beneficiary to this preservation covenant
without regard to whether it remains the owner of any land or interest therein in the
locality of the Property hereby conveyed and shall have the sole right to enforce this
preservation covenant in any court of competent jurisdiction. This preservation covenant,
and its restrictions, conditions, and limitations shall be binding on the GRANTEE and its
successors, and assigns in perpetuity. The Department of Interior, Fish and Wildlife
Service may, for good cause, modify or cancel any or all of the foregoing restrictions
upon written application of the GRANTEE, or its successors or assigns.
5. PESTICIDE NOTICE AND COVENANT
A. GRANTEE is hereby notified and acknowledges that registered pesticides
have been applied to the Property conveyed herein and may continue to be present
thereon. GRANTOR and Grantee know of no use of any registered pesticide in a manner
(1) inconsistent with its labeling or with the Federal Insecticide, Fungicide, and
Rodenticide Act (FIFRA)(7 U.S.C. § 136, et seq.) and other applicable laws and
regulations; or(2)not in accordance with its intended purpose.
B. GRANTEE covenants and agrees that if GRANTEE takes any action with
regard to the Property, including demolition of structures or any disturbance or removal
of soil that may expose, or cause a release of, a threatened release of, or an exposure to,
any such pesticide, GRANTEE assumes all responsibility and liability therefore.
6.PRESERVATION COVENANT-ARCHEOLOGICAL SITE 12CL677
4
A. The Property is included the real property deeded to GRANTOR which
property contains archaeological site 12CL677 (as shown in Attachment 1 to Deed filed
in Instrument No. 201518436 in the office of the Recorder of Clark County, Indiana).
GRANTEE is hereby notified, that the Department of the Army, on behalf of itself,
heirs, successors, and assigns at all times to the Division of Historic Preservation and
Archeology, Indiana Department of Natural Resources, to maintain and preserve
12CL677, an archaeological site eligible for the National Register of Historic Places, by
carrying out measures as follows:
(1) The archeological site has been determined by the Indiana State
Historic Preservation Officer (SHPO) to be eligible for the National Register of
Historic Places under Criteria D. No disturbance of the ground surface or any
other thing shall be undertaken or permitted to be undertaken for the site which
would affect the physical integrity of the site without the express prior written
permission of the Indiana SHPO, signed by a fully authorized representative
thereof. Should the Indiana SHPO require, ac; a condition of the granting of such
permission, that the GRANTEE conduct archeological data recovery operations
or other activities designed to mitigate the adverse effect of the proposed activity
on the archaeological site, the GRANTEE shall at its own expense conduct such
activities in accordance with the Secretary of the Interior's Standards and
Guidelines for Archaeological Documentation (48 FR 44734-37) and such
standards and guidelines as the Indiana SHPO may specify, including but not
limited to standards and guidelines for research design, conduct of field work,
conduct of analysis, preparation and dissemination of reports, disposition of
artifacts and other materials. GRANTEE shall also consult with Native American
governments having standing regarding disposition of funerary and human
remains.
(2) If human remains are encountered at any time on the archeological
site, the GRANTEE shall notify and consult with all federally recognized Indian
tribes that have expressed and have demonstrated an interest in and connection to
the historic property to determine appropriate treatment measures for these:
human remains in agreement with 36 CFR 800.13 (b). A list of federally
recognized tribes who have expressed and demonstrated an interest in and a
connection to the historic property that may be culturally affiliated with the
remains is attached (as shown in Attachment 2 to Deed filed in Instrument No.
201518436 in the office of the Recorder of Clark County, Indiana). It shall be the
responsibility of the GRANTEE to either preserve in place or repatriate these
human remains,depending on the agreed upon determination of the tribes.
(3) The GRANTEE shall ensure that the archaeological site is treated in
accordance with Indiana law,including,but not limited to IC 14-21-1, IC 14-21-2,
IC 14-21-3, IC 35-43, 312 IAC 21, and 3 I 2 IAC 22 as stated in the
Programmatic Agreement Between the Department of the Army and the Indiana
State Historic Preservation Office for Disposal of Lands and Facilities at the
Indiana Army Ammunition Plant, Stipulation I.B.(2).
5
(4) GRANTEE shall make every reasonable effort to prevent any person
from vandalizing or otherwise disturbing the National Register eligible
archaeological site. GRANTEE will follow any reasonable recommendation by
the Indiana State Historic Preservation Officer to protect the site. Any such
vandalization or disturbance shall be promptly reported to the Indiana State
Historic Preservation Officer and the culturally affiliated, federally recognized
tribes who have expressed and demonstrated an interest in and a connection to the
historic property.
(5) The Indiana State Historic Preservation Officer and the federally
recognized tribes who have expressed and demonstrated an interest in and a
connection to the historic property shall be permitted at all reasonable times to
inspect site, 12CL677 to ascertain if the above conditions are being observed.
(6) In the event of a violation of this covenants and in addition to any
remedy now or hereafter provided by law, the Indiana State Historic Preservation
Officer may, following reasonable notice to GRANTEE, institute suit to enjoin
said violation or to require the restoration of any archaeological site affected by
such violation. If successful, the Indiana State Historic Preservation Officer shall
be entitled to recover all costs or expenses incurred in connection with such suit,
including all court costs and attorney's fees.
(7) This covenant is binding on the GRANTEE, its heirs, successors and
assigns in perpetuity. Restrictions, stipulations, and covenants contained herein
shall be inserted by GRANTEE verbatim or by express reference in any deed or
legal instrument by which it divests itself of either the fee simple title or any other
lesser estate in the tract containing site 12CL677, or any part thereof.
(8) The failure of the Indiana State Historic Preservation Officer to
exercise any right or remedy granted under this instrument shall not have the
effect of waiving or limiting the exercise of any right or remedy or the use of such
right or remedy at any other time. GRANTEE agrees that the Division of Historic
Preservation and Archaeology, Indiana Department of Natural Resources may, at
its discretion and without prior notice to GRANTEE convey and assign all or part
of its rights and responsibilities contained in this covenant to a third party.
B.The covenant shall be a binding servitude upon the Property and shall be
deemed to run with the land. Acceptance of this Deed shall constitute conclusive
evidence that GRANTEE agrees to be bound by the foregoing conditions and restrictions
and to perform to obligations herein set forth.
•
EXHIBIT C-1
GRANTOR'S DEVELOPMENT REQUIREMENTS
1. Utility Service. GRANTOR has notified GRANTEE that the following utility services
and infrastructure are provided to the River Ridge Commerce Center by public or private utility
companies and not by GRANTOR: sewer,electricity,gas,and telecommunications. GRANTOR
shall coordinate and assist GRANTEE in securing electric,gas, and telecommunications services
from the applicable utility companies and governmental or quasi-governmental agencies with
jurisdiction. GRANTEE shall be responsible for payment of any tap-on, connection or capacity
fees charged by any and all utility providers.
2. Construction of Access Road. GRANTOR will, at its sole cost and expense, design,
construct, and install an access road to serve the Property and GRANTOR's sites west of the
Property in the location shown in Exhibit A to the Purchase Agreement and labeled "Phase I
Proposed Access Road and Phase II Proposed Access Road" (the"Access Road"). Both phases
of the Access Road shall be constructed to GRANTOR's standard road profile for the River
Ridge Commerce Center. Phase I Proposed Access Road shall be finally completed on or before
April 30, 2017. Phase II of the proposed Access Road shall be substantially completed within
twelve (12) months following both commencement of GRANTEE's Phase II Improvements and
notice to GRANTOR from GRANTEE that its continued development of the Property requires
the completion of the Phase II Proposed Access Road in order to construct and expand the first
building or to construct additional buildings to comply with GRANTEE's Development
Requirements.
3. Force Majeure Delays. The demolition and road construction deadlines set forth herein
are subject to force majeure delays proximately caused by reasons, events or causes beyond
GRANTOR's reasonable control, and occurring without its fault or negligence, due to industry-
wide strikes or other labor troubles, governmental restrictions and limitations, unusual shortages
of labor and materials, war or other national emergency, delay in transportation/delivery of
materials, accidents, fire, damage or other casualties, natural disasters, including without
limitation floods, earthquakes, tornados and hurricanes and other adverse weather conditions,
including rain and snow, PROVIDED, HOWEVER, that all commercially reasonable steps are
taken by GRANTOR to minimize such delays. Such delays in performance shall be excused and
the scheduled completion date shall be extended, but only to the extent of delays actually and
proximately caused by such delays.If a delay occurs,GRANTOR shall give written notice of the
underlying delay to GRANTEE within ten(10)calendar days after occurrence of the delay and that
such occurrence will result in a delay in the performance of GRANTOR's obligations and specifying
those obligations that have been delayed. Notwithstanding the notice requirement of the foregoing
sentence, if the delay is caused by a catastrophic event which makes it impossible to communicate
such notice within ten (10) calendar days, such notice shall be given within five (5) calendar days
after any communication system by which notice may be given has been restored.. Provided that
GRANTOR has timely notified the GRANTEE of a delay as required herein, then the time for
performance shall be extended to the extent of the delay actually and proximately caused by such
delay. If GRANTOR fails to give such timely notice, it shall have the period of time to which it
would otherwise be entitled to on account of such delay(but for the late notice)reduced on a day-for-
day basis for each day that the notice is late. GRANTOR must use commercially reasonable efforts to
avoid or mitigate the impact of the delay.
1
4. GRANTOR will secure any and all wetlands and stream permits as GRANTEE may
need for development of the Property in accordance with the development plan provided by
GRANTEE and approved by GRANTOR on or before March 15, 2017 at GRANTOR's sole
expense.
2
EXHIBIT C-2
GRANTEE'S DEVELOPMENT REQUIREMENTS
(Sections 1 through 6) AND RIVER RIDGE
COMMERCE CENTER DEVELOPMENT COVENANTS
(Sections 7 through 9)
1. Construction Requirements & Development Standards. GRANTEE shall construct
on the Property one or more buildings which together form a footprint equal in total area to not
less than 1,000,000 sq. ft. expandable up to 1,450,000 sq. ft. in a manner similar to that which is
shown on the plan attached hereto as Exhibit E, including associated site improvements detailed
in the development plan provided by GRANTEE and approved by GRANTOR (collectively,
"GRANTEE's Site Improvements"). Such GRANTEE's Site Improvements shall be constructed
in phases in compliance with the River Ridge Commerce Center Development Covenants set
forth herein, and in compliance with the zoning code and regulations of the City of Jeffersonville,
Indiana. All retail/commercial land uses which are not permitted uses within the River Ridge
Commerce Center as shown in Exhibit A to the River Ridge Development Resolution No. 61-
2013 must be approved by GRANTOR's Board of Directors. GRANTEE affirms it has read
and understands said Development Covenants, Resolution No. 61-2013, and zoning regulations
and its development and construction plans shall conform in all respects to these development
standards. The building constructed by GRANTEE shall be principally used for distribution
warehouse buildings.
a. Site Disturbance. GRANTEE shall be responsible for adhering to any and all local,
state and federal rules and regulations and obtaining all permits regarding site
disturbance on the Property. Any non-compliance penalties or fines shall be the sole
responsibility of GRANTEE.
b. Roadway Cleaning. GRANTEE must take actions to minimize the tracking of mud
and soil from construction areas on the Property onto public roadways or roadways
owned by GRANTOR. GRANTEE shall be required to remove mud and soil
tracked onto RRCC roadways on a daily basis.
2. Purchase Price for Intended Use. GRANTEE acknowledges that the purchase price
for the Property to be used for the purpose stated above is $70,000.00 per acre. GRANTEE shall
not substantially change the use without the written permission of GRANTOR and such approval
will not be unreasonably denied. It shall not be unreasonable for GRANTOR to withhold its
consent to a substantially different use of the Property or to a building which is substantially
different from that set forth on GRANTEE's approved development plan or (if there is no
approved development plan at the time of proposed substantial changes) which was initially
represented to GRANTOR. GRANTOR may, at its sole discretion, give consent to a
substantially different property use or building design or type of building construction only upon
GRANTEE's agreement to pay the difference between the purchase price paid by GRANTEE
and an appraisal price of the Property (as if unimproved) based upon the proposed new use of
same.
1
3. Time Deadlines. GRANTEE shall begin malting GRANTEE's Site Improvements to
the Property for the construction of a distribution warehouse building with a footprint of
approximately $400,000 square feet ("Phase I Improvements") within two hundred eighty eight
(288) calendar days after the date of the Deed from GRANTOR to GRANTEE. GRANTEE
shall begin making GRANTEE's Site Improvements to the Property for the construction of an
expansion to the Phase I Improvements, or a second distribution warehouse building, with a
footprint which, when added to the footprint of the Phase I Improvements, will cause the total
square footage of the improvements for both Phases to equal 1,000,00 square feet,expandable up
to 1,450,000 square feet,in a manner similar to that which is shown in the plan attached hereto as
Exhibit E ("Phase II Improvements")within seven hundred twenty(720)calendar days after the
later to occur of(i)the date of the Deed from GRANTOR to GRANTEE, or(ii)the completion
of GRANTOR's Development Obligations as set forth in Exhibit C-1. Construction of the Phase I
and Phase II Improvements shall be completed within one thousand four hundred sixty (1,460)
calendar says from the date of the Deed from GRANTOR to GRANTEE, subject to extensions
which shall be granted by GRANTOR to accommodate delays in the completion of GRANTOR's
Development Obligations. The construction deadlines are further subject to force majeure delays
proximately caused by reasons, events or causes beyond GRANTEE's reasonable control, and
occurring without its fault or negligence, due to industry-wide strikes or other labor troubles,
governmental restrictions and limitations, unusual shortages of labor and materials, war or other
national emergency, delay in transportation/delivery of materials, accidents, fire, damage or other
casualties, natural disasters, including without limitation floods, earthquakes, tornados and
hurricanes and other adverse weather conditions, including rain and snow, PROVIDED,
HOWEVER, that all commercially reasonable steps are taken by GRANTEE to minimize such
delays. Such delays in performance shall be excused and the scheduled completion date shall be
extended, but only to the extent of delays actually and proximately caused by such delays. If a
delay occurs, the GRANTEE shall give written notice of the underlying delay to GRANTOR
within ten(10)calendar days after occurrence of the delay and that such occurrence will result in
a delay in the performance of GRANTEE's obligations and specifying those obligations that
have been delayed. Notwithstanding the notice requirement of the foregoing sentence, if the
delay is caused by a catastrophic event which makes it impossible to communicate such notice
within ten(10) calendar days, such notice shall be given within five (5) calendar days after any
communication system by which notice may be given has been restored. Provided the
GRANTEE has timely notified GRANTOR of a delay as required herein, then the time for
performance shall be extended to the extent of the delay actually and proximately caused by such
delay. If the GRANTEE fails to give such timely notice, it shall have the period of time to which
it would otherwise be entitled to on account of such delay (but for the late notice) reduced on a
day-for-day basis for each day that the notice is late. The GRANTEE must use commercially
reasonable efforts to avoid or mitigate the impact of the delay.
4. GRANTOR'S Repurchase Option. Subject to the provisions of Section 5 below, if •
GRANTEE has not begun making GRANTEE's Phase I Improvements to the Property within
two hundred forty(240)days after the later to occur of(i)the date of the Deed from GRANTOR
to GRANTEE, or (ii) the completion of GRANTOR's Development Obligations, GRANTOR
shall have the option of repurchasing at any time the Property, or any portion thereof for an
amount equal to ninety percent (90%) of the per acre Purchase Price. If GRANTEE has not
begun making GRANTEE's Phase II Improvements to the Property within seven hundred twenty
(720)days after the later to occur of(i)the date of the Deed from GRANTOR to GRANTEE,or
(ii) the completion of GRANTOR's Development Obligations, GRANTOR shall have the
option of repurchasing at any time the Property, or any portion thereof for an amount equal to
ninety percent (90%) of the per acre Purchase Price. If GRANTEE has not completed
construction of GRANTEE's Phase I and Phase II Improvements to the Property within one
2
thousand four hundred sixty (1,460) days from the date of the Deed from GRANTOR to
GRANTEE, GRANTOR shall have the option of repurchasing at any time the Property, or any
portion thereof for an amount equal to ninety percent (90%) of the per acre Purchase Price(said
options to repurchase being hereinafter collectively referred to as "Grantor's Repurchase
Option")
GRANTOR may exercise Grantor's Repurchase Option by giving GRANTEE ninety (90)
calendar days advance, written notice of such exercise. During said ninety (90) calendar day
notice period, GRANTEE may begin or complete construction to satisfy its obligations herein,
and so long as GRANTEE diligently pursues such construction, Grantor's Repurchase Option
shall be extended and GRANTEE shall not be obligated to sell so long as construction continues.
Should GRANTEE thereafter fail at any time to begin or resume construction and to pursue it in
a commercially reasonable manner after such notice is given,then GRANTOR may proceed with
the repurchase of all or a part of the Property.
5. Resale of Undeveloped Property. During the period of Grantor's Repurchase Option,
GRANTEE shall not resell or convey any undeveloped portion of the Property that does not have
a building on it to any other person or entity, other than an affiliate of the GRANTEE, without
the GRANTOR's prior written consent, which consent shall not be unreasonably withheld,
conditioned and/or delayed; provided however in no event shall Grantor's Repurchase Option
apply in connection with any voluntary sale by deed in lieu of foreclosure, or involuntary sale,
conveyance or other involuntary transfer to GRANTEE's lender whether pursuant to sheriffs sale,
trustee's sale, deed in lieu of foreclosure, or other judicial or non judicial foreclosure proceedings
authorized by law.
6. Expiration Date. The GRANTEE Development Requirements set forth in Sections 1
through 3 above shall not expire until completion of GRANTEE's Site Improvements.
7. River Ridge Commerce Center Development Standards.
Definitions.
"Association" shall mean and refer to the River Ridge Owners Association, Inc. Membership
within the Association is obtained upon purchase of a lot located within Project. The formation
of the Association shall be at the sole discretion of GRANTOR. Until the formation of the
Association by GRANTOR,the role and responsibilities of the Association shall be by and at the
sole discretion of GRANTOR. Subsequent to the formation of the Association by GRANTOR,
the Association shall be responsible for Common Elements and shall provide other duties
delegated to the Association by GRANTOR as outlined in the provisions set forth herein.
"Board of Review" shall mean and refer to the Board of Review of River Ridge Commerce
Center,if and when created and appointed by GRANTOR. The Board of Review shall assist and
cooperate with Owners, architects and developers to facilitate the development of RRCC for the
protection of Owners and GRANTOR. Except as otherwise specifically provided herein, the
Board of Review shall make recommendations to GRANTOR as to the matters which come
before it and shall advise GRANTOR of its recommendations. Until creation and installment of
the Board of Review,all reviews,powers,duties and approvals thereof shall be by GRANTOR
"Building" shall mean any professional, research, or office building or any other approved
structure on the Property or underground.
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"Common Elements"shall mean and refer to the portions of the property(and all Improvements
thereon) owned by GRANTOR, leased by GRANTOR, or to which easements have been
granted to GRANTOR for the common use and enjoyment of the Owners. The Common
Elements shall include, without limitation, lakes, open space, areas abutting public and private
streets, sign easements, private streets, interior walkways, bikeways, jogging paths, and trails
designated "Common Elements"by GRANTOR and shall include additional Parcels which are
dedicated or conveyed by GRANTOR to any property owners association formed by
GRANTOR.
"Common Expenses" means and includes the actual and estimated expenses of operating the
Common Elements and any reasonable reserve for such purposes as found and determined by
GRANTOR and all sums designated Common Expenses by or pursuant to this section.
"Grantor" shall mean and refer to the River Ridge Development Authority, and any of its
successors and assigns.
"Improvement"or"Improvements"shall mean buildings,outbuildings,roads, driveways,parking
areas, fences, screening walls and barriers, retaining walls, stairs, decks, waterlines, sewers,
electrical and gas distribution facilities, hedges, windbreaks, plantings, planted trees and shrubs,
poles, signs, loading areas, and all other structures, installations, and landscaping of every type
and kind,whether above or below the land surface.
"Lot"shall mean the same as"Parcel".
"Occupant"shall mean that entity or individual who leases or uses a Lot under an agreement with
or permission from the Owner but is not the Owner.
"Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a
fee simple title to any Parcel which is a part of the Project, but excluding entities having an
interest merely as security for the performance of an obligation. If a Lot is sold under a recorded
contract of sale,the purchaser(rather than the fee owner)will be considered the"Owner"so long
as the purchaser remains in possession of the Lot and has not defaulted on his contract of sale.
"Parcel"shall mean and refer to any parcel created within the Property or upon any subsequently
recorded map of the Property or any portion thereof and excluding parcels dedicated to the City
of Jeffersonville and/or any other governmental entity. If any such Parcel is further subdivided or
re-subdivided, each of the Parcels resulting from such subdivision or re-subdivision shall be
considered as a Parcel as such Parcel is so created. In the event of re-subdivision of any Parcel,
the transfer of membership in the Association among the subdivided Parcels shall pass
automatically to the transferee upon transfer of title to the Parcel.
"Person"means a natural person,a corporation,a partnership,trustee, or other legal entity.
"Project"shall mean all real property situated within the RRCC.
"Property" shall mean the real property described in the deed to which this Exhibit "C" is
attached.
"RRCC"shall mean and refer to the River Ridge Commerce Center.
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"Sign" shall mean any structure, device, or contrivance, electric or non-electric, upon or within
which any poster, bill, bulletin, printing, lettering, painting, device, or other advertising of any
kind whatsoever is used,placed,posted,tacked,nailed,pasted,or otherwise fastened or affixed.
Purpose and Intent. It is the mission of GRANTOR to plan, rehabilitate, redevelop, and
prepare the RRCC for private enterprise and development for the benefit of the community in an
environmentally conscious manner. All Improvements or uses of land, roads, utilities or
buildings within the RRCC shall be bound by the following development standards and the City
of Jeffersonville Zoning Code or the City of Charlestown Zoning Code as appropriate by
jurisdiction. Any proposed Improvements shall be approved by GRANTOR and the City of
Jeffersonville or the City of Charlestown as appropriate by jurisdiction prior to the
commencement of construction activities. In the event of conflicting development regulation
between GRANTOR and the City of Jeffersonville or the City of Charlestown then the more
stringent regulation shall apply. Obtaining approvals and/or permits required by Local, State
and/or Federal agencies shall be the sole responsibility of the Owner, Occupant or Person
proposing or providing Improvements within the Project boundaries.
Section 7.1 Site Design and Planning. In making site Improvements for any Parcel
located within RRCC the following shall apply:
A. Site Improvements and Building Placement.
1. Minimize environmental impact through sensitive design and mitigation.
Locate site and Building Improvements to preserve significant natural
vegetation to the extent reasonably possible.
2. When possible orient structures to maximize solar orientation.
3. Utilize plant material to reduce overall heat island effect in paved areas and
adjacent to Building structures.
4. The maximum Floor Area Ratio shall not exceed 50%.
B. Preservation of Sensitive Site Features.
1. Throughout RRCC exists sensitive archeological, geographic and naturalized
areas. These areas shall be preserved as "Common Elements" as deemed
appropriate by GRANTOR.
2. Preservation of naturalized areas is encouraged on individual sites to improve
water quality and overall aesthetics.
3. Protect existing vegetation to remain during construction out to drip line with
construction type fencing.
4. Unless specifically approved otherwise in writing by GRANTOR, a 100 foot
buffer (i.e. non-disturbance within 100 feet of centerline of stream or 100
feet from the outer most boundary of a karst, cave or lake) shall be in effect
for all karst features,caves,lakes and perennial streams.
5. Unless specifically approved otherwise in writing by GRANTOR, a 50 foot
buffer(i.e.non-disturbance within 50 feet of centerline) shall be in effect for
all intermittent streams.
6. Unless specifically approved otherwise in writing by GRANTOR, when
major earth moving activities are conducted more than 100 feet from a cave,
sinkhole, spring or underground stream,but still within the drainage basin of
such cave, sinkhole,spring or underground stream,construction shall include
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the necessary silt fencing and hay bales to control erosion and prevent debris
from entering the cave,sinkhole, spring or underground stream
7. Unless specifically approved otherwise in writing by RRDA, the limited use
of registered pesticides to control weeds shall be in effect in drainages other
than Jenny Lind Run and Little Battle Creek.
8. Unless specifically approved otherwise in writing by RRDA, for areas within
the Jenny Lind Run and Little Battle Creek drainages, forest cover
disturbance and pesticide application shall be strictly prohibited.
9. Unless noted otherwise herein,a 15'buffer shall be located along and against
all drainage features that run within the Property. Grading up to a buffer area
shall not exceed 4:1 slopes.
C. Grading and Drainage.
1. It is the intent of GRANTOR to maintain a high level of water quality
throughout the RRCC. The use of BMP devices and techniques throughout
RRCC is recommended and will result in lower storm water management
fees as dictated by the City of Jeffersonville. All proven water quality
techniques and devices shall be open to consideration for approval by the
Board of Review. Examples of preferable storm water drainage treatment
techniques, are bioswales, rain gardens, green Building roofs, pervious
pavements,etc.
2. Drainage swales, detention and retention areas shall maintain a naturalized
appearance in order to promote water quality and provide wildlife habitat.
Native vegetation shall be utilized when landscaping these areas. Any
mowing of drainage areas and swales shall be kept to a minimum. Slopes for
any mown area shall not exceed 3:1.
3. Drainage swales and basins shall be designed to take advantage of the natural
contour of the site and shall not be linear or geometric in design unless
otherwise approved by the Board of Review.
4. No impervious swales or drainage ways shall be allowed anywhere on site
unless otherwise approved by the Board of Review.
5. Site Buildings to minimize cut and fill operations.
6. Provide gentle slopes and smooth transitions when grading. Avoid abrupt
grade transitions and constant slopes.
7. All storm water conveyance (pipes, ditches, etc.) and detention/retention
structures shall be designed in accordance with the standards and
specifications of the entity having jurisdiction over the location of the Project
site.
8. The maximum allowable impervious area for any site shall not exceed 75%.
D. Air Quality
1. Any operation that produces waste gasses or particles that are released to the
air, may require a permit from the Indiana Department of Environmental
Management(IDEM)Office of Air Quality. The level of permit, if required,
depends on the potential emissions. If an Owner's operation(s) result in the
release of waste gasses or particles, GRANTOR will require the Owner to
obtain a letter from IDEM stating that no permit is required for the intended
operation(s) or GRANTOR will require a permit from IDEM that allows for
the intended operations as if applicable.
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Section 7.2 Minimum Setbacks. No Improvements of any kind, and no part thereof, shall
be placed closer than permitted to any interior property line, except as otherwise provided in
Section 7.2.1. "Interior property line" shall mean the boundary between any Parcel within the
Project and all other Parcels or right-of-way bordering upon said Parcel.
A. Minimum building front and street side setback for Intensity 2 and 3 type
development shall be 75' from the Property line. Minimum building front and street
side setback for Intensity 1 type development shall be 25' from property line.
B. Minimum building side and rear yard setback for Intensity 2 and 3 type development
shall be 50' from the Property line or right-of-way line. Minimum building side and
rear yard setback for Intensity 1 type development shall be 15' from property line or
right-of-way line.
C. Minimum setback from body of water,conservation or amenity area shall be 100'.
Section 7.2.1 Exceptions to Setback Requirements. The following Improvements, or part
of Improvements,are specifically excluded from the setback requirements set forth in Section 7.1
A. Roof overhang, subject to approval in writing from GRANTOR, provided said
overhang does not extend more than eighteen(18)inches into the setback area;
B. Steps and walkways, bikeways, jogging paths and trails, trash collection structures,
approved parking lots and loading areas;
C. Fences, subject to the requirements set forth in Section 7.6;
D. Landscaping and irrigation systems;
E. Planters, not to exceed three (3) feet in height, except that planters of greater height
may be built within the setback area with the prior written approval of GRANTOR;
F. Business park identification signs, directional and parking signs, and signs
identifying the Owner or Occupant of a Parcel, subject to the prior written approval
of Board of Review;
G. Lighting facilities, subject to the prior written approval of GRANTOR; and
H. Underground utility facilities, sewers and irrigation systems.
I. Above ground utility facilities only as approved by GRANTOR.
Section 7.3 Vehicular Circulation
A. Site Access
a. No direct access from Indiana Highway 62 shall be provided to any Parcel
fronting on Patrol Road or other major thoroughfares without specific
approval from GRANTOR and INDOT, as applicable.
b. There shall be a minimum of 175' distance between curb cuts. Curb cut
distance shall be measured from the centerline of the adjacent intersections
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Section 7.4 Landscaping.
A. All development shall adhere to the following landscape principles and design
standards.
1. All landscaping shall be in compliance with the City of Jeffersonville
landscape design standards as defined for retail commercial, office
commercial or industrial usages.
2. Design to provide an attractive, comfortable environment for users while
minimizing maintenance needs, irrigation water requirements and the use of
herbicides and pesticides. Use environmentally friendly, "green" materials
and techniques where possible:
3. Landscapes should be designed to create a naturalized appearance utilizing
plant materials best suited for the existing microclimate conditions. Group
plants of similar water needs.
4. Creative landscape designs are encouraged within RRCC. Standards
identified herein should only serve as a minimum requirement and not limit
design. Landscape plans with linear design features are discouraged.
5. Use plant materials to provide buffering of outdoor areas and structures from
adverse climatic conditions.
6. Maintain existing trees 10" diameter at breast height (dbh) and larger.
Removal of any trees 10" dbh and larger shall require approval from the
Board of Review. Trees removed without approval shall be mitigated on site
at a 2:1 dbh ratio.
B. Performance standards.
1. Within one hundred twenty(120) days following completion of construction,
or by the date any portion of a Building on the Parcel is occupied, whichever
shall occur first, unless an extension of time is approved in writing by
GRANTOR solely to allow for the proper planting time, each Parcel shall be
landscaped in accordance with the plans and specifications approved by
GRANTOR.
2. Amend soil as necessary to promote healthy plant growth. Test soil to
determine proper soil amendments. It shall be the responsibility of the Parcel
Owner to remove and replace all dead and dying plant material.
3. Zoned irrigation, equipped with rain sensors, shall be utilized in all lawn and
landscape areas. Irrigation shall be installed in an efficient manner utilizing
drip systems when possible.
4. Establish grass within all areas outside of hardscape and landscape areas.
Remove rock and other debris not conducive to healthy plant growth and
replace with 4"of topsoil.
5. All trees and landscape areas shall be mulched to a depth of 3" with either
hardwood bulk mulch or pine straw.
6. All beds shall be terminated with metal edging or by spade edge.
7. After completion, such landscaping as is herein required shall be maintained
by Owner in an attractive and well-kept condition. If, in GRANTOR's
reasonable opinion, the required landscaping is not maintained in a well-kept
condition, GRANTOR shall be entitled to the remedies set forth in Section
7.22 and Section 9.
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8. The Property shall maintain 25%of green space.
C. Buffers and perimeters.
1. A twenty-five foot (25) landscape buffer area shall be maintained along all
public or to be dedicated street frontage. A five foot(5)meandering concrete
sidewalk shall be constructed along and within the street right-of-way. The
buffer shall be landscaped by the Lot Owner with an attractive combination
of earthen berms, trees, shrubs, and other ground cover. Improved varieties
of indigenous and hardy plants shall be selected with consideration for their
size at maturity and ease of maintenance, particularly avoiding those which
require excessive and artificial trimming.
2. A fifteen(15) foot landscape buffer area shall be maintained along all other
property lines and shall be landscaped in conjunction with the requirements
identified in 7.4.C.1.
3. Street frontage property shall be landscaped at a minimum rate of one(1)tree
and eight(8)shrubs per fifty(50)linear feet of frontage.
4. The perimeter of parking areas shall be treated with a combination of
landscaped berms and plant material so as to screen said areas from view
from adjacent streets. Such screening shall extend at least forty-eight (48)
inches above the high point of the finished pavement in said parking area.
Trees shall be planted at a minimum of 1 per fifty(50) linear feet of parking
area.
D. Vehicular use and loading areas.
1. If an outdoor parking lot contains fifteen(15)or more parking stalls,not less
than ten 10%percent of the interior of such parking lot shall be landscaped.
Strips between parking bays shall also be landscaped with appropriate
ground cover and deciduous trees.
2. Landscape islands will be landscaped at a rate of one(1) shade tree and five
(5)shrubs per 160 sf of island area.
3. Bioswales should be utilized both within and outside of pavement areas to
enhance water quality and reduce storm water runoff.
4. All loading areas shall be treated with a combination of landscaped berms
and plant material so as to screen said areas from view from adjacent streets.
E. Buildings and structures.
1. A five (5) foot minimum landscape area shall be designated along and
against each Building façade with street frontage except those portions
occupied by access or loading. Each landscape area shall be planted with a
combination of evergreen and deciduous shrubs. The use of native
perennials is encouraged.
2. All maintenance equipment,utilities,dumpsters or other similar feature shall
be screened from view by a combination of landscaping and walls.
3. Landscaping shall be required around monument sign bases.
Section 7.5 Signs. No sign shall be permitted on any. Parcel unless approved by
GRANTOR in writing prior to installation. No sign shall be approved other than business
monument signs, directional, informational and vehicular control signs, Building signs
9
identifying the business of the Owner or Occupant of a Parcel, signs offering the Parcel for sale or
lease, and temporary development signs.
A. No pole signs shall be permitted.
B. No flashing lights of any kind permitted on signage.
C. Up-lighting shall be permitted on monument and building signage only.
D. Each business shall be allowed one (1) free standing monument type sign with a
maximum allowable height of 6' and sign surface area of 48 sq. ft. per side(including
base).
E. Building signage area shall not exceed 5%of street facing Building facade area.
F. All signs shall be constructed of high quality materials, shall be attractive and
architecturally compatible with the primary Building located on the Parcel and shall
be permanently anchored by a structural foundation to the ground.
G. All signs shall be set back at least fifteen(15) feet from the street right-of-way.
H. All business or advertising signage of any kind must be located on the Parcel which it
represents.
I. Advertising signage is only allowed with written permission from GRANTOR and
for a period of time not to exceed 6 months. Advertising signage shall not exceed a
height of 8' or area of 48' sq. ft.
J. Directional signage shall not exceed a height of three(3')with a maximum area of
fifteen(15)square feet.
K. All signage locations must be approved by GRANTOR prior to installation
Section 7.6 Fences. No fences or walls shall be permitted on any Lot unless such fence
or wall is necessary for security or screening purposes. GRANTOR reserves the right to approve
the location and design of all fences, and no fence shall be constructed without a letter of
approval from GRANTOR.
A. Maximum fence height shall not exceed 8'.
B. Chain link is only acceptable in industrial portions of RRCC and must be black or
green vinyl coated. No security wire of any sort shall be permitted.
Section 7.7 Parking Areas. All off-street parking requirements of the City of
Jeffersonville Zoning Code or the City of Charlestown as appropriate by jurisdiction shall be
observed for other uses not stated below.
A. Off-street parking adequate to accommodate the parking needs of the Owner or
Occupant and the employees and visitors thereof shall be provided by the Owner or
Occupant of each Parcel. No on street parking shall be permitted except for
occasional and intermittent parking by public transportation vehicles. If parking
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requirements increase as the result of a change in the use of a Parcel or in the number
of persons employed by the Owner or Occupant, additional off-street parking shall be
provided so as to satisfy the intent of this Section.
B. Subject to the provisions of subparagraph C of this Section 7.7, minimum off-street
parking shall be as follows:
1. 4 parking spaces per 1,000 square feet of gross leasable area for all office
uses.
2. 2-1/2 spaces per 1,000 feet of gross leasable area for office/warehouse or
flexible space buildings.
3. 5 parking spaces per 1,000 feet of gross leasable area for all stand-alone
retail uses.
4. For industrial uses 1 parking space per employee at peak shift plus 1 space
per employee on the next abutting shift plus visitor parking of 1 space per
twenty peak shift employees (minimum 5).
C. The maximum number of parking spaces allowed shall be the minimum number
allowed factored by 1.2.
D. All parking areas shall conform to the following standards:
1. Required off-street parking shall be provided on the Parcel.
2. Parking areas and roadways shall be paved with asphalt or concrete so as to
provide dust free, all weather surfaces. Each parking space provided shall be
designated by white painted lines upon the paved surface and shall be
adequate in area. All parking areas shall provide, in addition to parking
spaces, adequate driveways and space for the movement of vehicles.
3. All parking lot perimeters and interior landscape islands shall be defined and
protected by a concrete curb with a minimum dimension of 6" width and 6"
height. Extruded curb and gutter sections (median curb with 6"gutter or full
curb and gutter with 18-24" gutters) are permitted. Parking lot islands
designated for stormwater treatment shall provide curb cuts (located at island
mid points)to allow the infiltration of water.
4. Parking lot spaces shall be 9' x 18' with 24' drive aisles and in a 90°
orientation. Angled parking is also acceptable pending GRANTOR staff
approval.
5. Interior rows of parking spaces shall provide a landscape island at the end of
each row of parking spaces. Landscape islands will also be provided within
the row of parking spaces so that there are no more than twelve (12)
consecutive parking spaces without a landscape island. Minimum landscape
island dimension shall be nine(9) feet by the dimension of the parking row.
6. If an outdoor parking lot contains fifteen(15)or more parking stalls, not less
than ten 10%percent of the interior of such parking lot shall be landscaped.
Section 7.8 Storage and Loading Areas. Storage, maintenance and loading areas must be
constructed,maintained and used in accordance with the following conditions:
A. Outside storage of materials, supplies, or equipment is prohibited.
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B. Provision shall be made on each site for any necessary vehicle loading or unloading
and no on-street or driveway vehicle loading or unloading shall be permitted.
C. Loading dock areas shall be set back, recessed, or screened so as not to be visible
from neighboring property or streets, and in no event shall a loading dock be closer
than seventy-five (75) feet from a property line fronting upon a street unless
otherwise approved in writing by GRANTOR.
1. All loading dock areas and associated vehicle maneuver areas shall be paved
with concrete or asphalt so as to provide a dust free,all weather surface.
Section 7.9 Condition of Property. The Owner or Occupant of any Parcel shall at all
times keep it and the Buildings, Improvements, and appurtenances thereon in a safe, clean, and
wholesome condition and comply, at its own expense, in all respects with all applicable
governmental, health, fire and safety ordinances, regulations, requirements, and directives, and
the Owner or Occupant shall at regular and frequent intervals remove at its own expense any
rubbish of any character whatsoever that may accumulate upon such Parcel.
Section 7.10 Maintenance of Grounds.
A. Each Owner shall be responsible for the maintenance and repair of all parking
areas, driveways, walkways, landscaping on its Parcel and any Improvements
located in its Parcel and constructed by Owner or Occupant even if a portion of
the Parcel being maintained is classified as a Common Element. Such
maintenance and repair shall include,without limitation:
(1) Maintenance of all parking areas, driveways, and walkways in a clean and
safe condition, including the paving and repairing or resurfacing of such
areas when necessary with the type of material originally installed thereon or
such substitute therefore as shall, in all respects, be equal thereto in style,
quality, appearance, and durability; the removal of debris and waste material
and the washing and sweeping of paved areas and the removal of snow and
ice; the painting and repainting of striping markers and directional signals as
required;
(2) Cleaning, maintenance, and re-lamping of any external lighting fixtures,
except such fixtures as may be the property of any public utility, government
body; and
(3) Performance of all necessary maintenance of all landscaping, Including the
trimming, watering, and fertilization of all grass, groundcover, shrubs, or
trees; the removal of dead or waste materials; the replacement of any dead or
diseased grass,groundcover,shrubs,or trees.
a. Parcels located along Patrol Road with Hwy 62 frontage and other
designated areas by GRANTOR shall be required to mow grass and
remove trash as part of their regular mowing schedule out to the
Hwy 62 pavement edge.
B. Nothing contained herein shall preclude an Owner from recovering damages,
including punitive damages, from any Person whose actions or omission to act
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require an expenditure by such Owner for the maintenance and repair of the
parking area,driveway,and/or landscaping on its Parcel.
C. All vacant/undeveloped properties shall be maintained by periodic mowing and
trash pickup. No dumping of any kind shall be allowed on unconstructed
Parcels.
Section 7.11 Temporary Improvements. No temporary Buildings or other Improvements
of a temporary nature, including without limitation trailers, tents, sheds, and shacks, shall be
permitted on the Property. Temporary Improvements used solely in connection with the
construction of permanent approved Improvements may be permitted provided they are located as
inconspicuously as possible and are removed immediately after completion of such construction.
Materials, supplies, and equipment shall be stored inside an approved and enclosed Building.No
temporary loading dock shall be visible from any public right-of-way.The location of the loading
dock shall be hidden by landscaping and buffering to the extent possible and acceptable to
GRANTOR.
Section 7.12 Storage Tanks. No storage tanks, including, but not limited to, those used
for storage of water or propane gas, shall be permitted above ground and outside of buildings on
the Property unless approved by GRANTOR.
Section 7.13 Mail Boxes.No free standing mailboxes shall be permitted. Mail drop shall
be via postal carrier delivery or Building wall/door mail slot.
Section 7.14 Architecture. GRANTOR is committed to "green" infrastructure and
encourages the use of all "green" building techniques (i.e. green roofs, green walls, etc.). The
primary goal of the green approach is to: 1)provide energy savings,2)mitigate heat island effect,
3) maximize water retention, 4) improve water quality, and 5) improve aesthetic appeal.
Architectural plans, elevations and material charts shall be submitted to the Board of Review for
review and approval. All Buildings and structures must be constructed, maintained and used in
accordance with the following conditions:
A. Buildings and structures within RRCC should be developed with an integrated
architectural theme that includes similar materials, colors and design details. Design
elements throughout the RRCC should provide a complementary theme. Colors on
all Buildings shall be earth tones approved RRCC. Accessory structures, landscaping
and site fixtures shall complement the principal Building. Building material shall be
masonry, native or cultured stone, tinted and textured concrete masonry units,
architectural precast concrete panels, site cast tilt-up concrete or stucco. Exposed
concrete shall have an attractive texture and/or color. Finish building materials shall
be applied to all sides of a Building.
B. Prohibited predominant materials are smooth-face concrete block, pre-fabricated
metal panels and ceramic walls. No pre-engineered buildings of any kind are
allowed.
C. Architectural design should take into account all Building elevations, including the
sides of a Building that are primarily only visible within a property and/or from
adjacent properties,as well as those visible from the public right-of-way.
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D. Avoid long, blank facades. The same or compatible design features should be
continued or repeated on all Building elevations. Vertical and horizontal offsets
should be integrated within Building facades to minimize Building bulk.
E. Primary Building entrances shall be clearly defined and provide shelter from the sun,
wind, rain and snow.
F. Rooflines of Buildings should include variations to avoid long, continuous planes,
demonstrating special design treatments where there is a major change in an element
of a Building elevation.
G. Roof top mechanical equipment shall be screened from view through the use of
parapet walls or other architectural feature.
H. All maintenance equipment, utility, dumpster and loading areas shall be screened
from view by a combination of landscaping and walls or earthen berms (6' min.
height) from street frontages or other high visibility areas. Screen walls shall
compliment architecture of the principal structure. All loading areas shall be located
at the sides or rear of the Building.
I. Maximum Building height shall be 60' unless otherwise approved by GRANTOR.
J. All Buildings constructed or placed upon a Lot shall have solid foundations.
K. No building mirrors allowed unless approved in writing by GRANTOR.
Section 7.15 Lighting. Lighting for RRCC is intended to be cohesive and non-obtrusive.
All lighting types shall be reviewed and approved by GRANTOR. Lighting shall be installed
and maintained according to the following conditions:
A. All light sources shall be contained in cut-off fixtures that obscure the source from
direct view and prevent shining onto adjacent properties.
B. Maximum parking light pole height shall be 25'.
C. Uplighting is acceptable as long as it is subdued and angled towards surfaces and not
lit straight into the sky. No searchlights are permitted.
D. All roadway lighting should be of the same family of style as established by
GRANTOR and all parking lot lighting shall be of the same family of style;
however, roadway and parking lot lighting need not match.
E. Minimum/maximum lighting levels:
1. Parking lots: 1.0/2.0 foot candles
2. Building entrances: 4.0/5.0 foot candles
3. Loading areas: 1.0/2.0 foot candles
Section 7.16 Refuse Collection Areas. All outdoor refuse collection areas shall be
visually screened so as not to be visible from neighboring property or streets.No refuse collection
area shall be permitted between a street and the front of a Building.
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Section 7.17 Repair of Buildings. No Building or structure upon any Parcel shall be
permitted to fall into disrepair, and each such Building and structure shall at all times be kept in
good condition and repair and adequately painted or otherwise finished.
Section 7.18 Public Utilities. GRANTOR reserves the sole right to grant consents of the
construction and operation of public utilities, including, but not limited to, street railways,
interurban or rapid transit, freight railways, poles or lines for electricity, communications, above
or below ground conduits,and gas pipes in and upon any and all streets now existing or hereafter
established upon which any portion of the subject Parcel or Property may now or hereafter front
or abut. GRANTOR reserves the exclusive right to grant consents and to petition the proper
authorities for any and all street improvements,such as grading, seeding, tree planting, sidewalks,
paving, and sewer and water installation,whether it be on the surface or subsurface, which in the
opinion of GRANTOR are necessary on or to the subject Property. Notwithstanding anything
else herein, GRANTOR reserves the exclusive right to approve above ground utility lines across
the Property or any portion thereof on a temporary basis for the purpose of construction and such
lines shall be permitted when required by a government agency having jurisdiction in the matter.
Notwithstanding the provisions of this Section, the construction and operation of public utilities
in rights-of-way dedicated to the public must be approved by the appropriate governmental
authority.
Section 7.19 Utility Lines and Antennas.No sewer,drainage,or communications or other
devices for the communication or transmission of electric current, power, or signals, including
telephone, television, microwave or radio signals, shall be constructed, placed, or maintained
anywhere in or upon any portion of the Parcel other than within Buildings or structures, unless
the same shall be contained in conduits or cables constructed,placed, or maintained underground
or concealed in or under Buildings or other structures or otherwise appropriately screened in a
manner approved by GRANTOR. No antenna or satellite dish for the transmission or reception
of telephone, television, microwave, or radio signals shall be placed on any Parcel within the
Property unless (a) such antenna is so located that it cannot be seen from five(5) feet above the
ground or ground floor level at a distance of two hundred(200) feet in any direction and (b)the
consent of GRANTOR has been obtained. Nothing contained herein shall be deemed to forbid
the erection or use of temporary power or telephone facilities incidental to the construction or
repair of Buildings on the Parcel.
Section 7.20 Mechanical Equipment. All mechanical equipment, utility meters, storage
tanks, air-conditioning equipment, and similar items shall be screened with landscaping or
attractive architectural features integrated into the structure itself.
Section 7.21 Mineral Exploration. No operation on any Parcel shall be used in any
manner to explore for or to remove any steam, heat, oil, gas or other hydrocarbons, gravel, earth
or any earth substances or other minerals of any kind, provided, however, that this shall not
prevent the excavation of earth in connection with the grading or construction of Improvements
within the Parcel. Water may be extracted to the extent permitted by the appropriate
governmental agency.
Section 7.22 Remedies for Failure to Maintain and Repair.
A. Remedies. If any Owner shall fail to perform the maintenance and repair required by
Sections 7.4, 7.9 and 7.10, then GRANTOR, after fifteen (15) days prior written
notice to such delinquent Owner, GRANTOR shall have the right, but not the
15
obligation, to perform such maintenance and repair and to charge the delinquent
Owner with costs for such work, together with interest thereon at the rate of twelve
percent (12%) per annum from the date of GRANTOR's advancement of funds for
such work to the date of reimbursement of GRANTOR by Owner. If the delinquent
Owner shall fail to reimburse GRANTOR for such costs within ten (10) days after
demand therefore, GRANTOR may, at any time within two (2) years after such
advance, file of record in the Office of the County Clerk of Clark County, a claim of
lien signed by GRANTOR for the amount of such charge together with interest
thereon. The lien created by this Section shall be effective to establish a lien against
the interest of the delinquent Owner in his Parcel together with interest at twelve
percent (12%) per annum on the amount of such advance from the date thereof', in
addition to recording fees,cost of title search obtained in connection with such lien or
the foreclosure thereof, and court costs and reasonable attomey's fees that may be
incurred in the enforcement of such a lien.
B. Foreclosure of Lien. Subject to the provisions of Section 9, such a lien, when so
established against the Parcel described in said claim, shall be prior or superior to any
right, title, interest, lien, or claim that may be or may have been acquired in or
attached to the Parcel subsequent to the time of filing such claim of record, shall be
for the benefit of GRANTOR and may be enforced and foreclosed in a like manner
as a real estate mortgage is foreclosed in the State of Indiana but without redemption.
C. Cure. If a default for which a notice of claim of lien was filed is cured, GRANTOR
shall file or record a rescission of such notice,upon payment by the defaulting Owner
of the costs of preparing and filing or recording such rescission, and other reasonable
costs,interest,or fees that have been incurred.
D. Nonexclusive Remedy. The foregoing lien and the rights to foreclose there under
shall be in addition to, and not in substitution for, all other rights and remedies that
any party may have hereunder and by law, including any suit to recover a money
judgment for unpaid amounts. If any Owner shall fail to perform such maintenance
and repair and, notwithstanding such failure, GRANTOR should fail to exercise its
rights and remedies hereunder,then any other Owner or Property within RRCC,after
thirty(30)days prior written notice to GRANTOR and such delinquent Owner,shall
have the right, but not the obligation to perform such maintenance and repair and
shall have the same rights and remedies with respect thereto as are provided herein to
GRANTOR.
8. Property Owner's Association. At such time the Association is formed by
GRANTOR, GRANTEE shall become a part of the Association to govern the River Ridge
Commerce Center.
9. Enforcement.
• A. Abatement and Suit. The Owner of each Parcel shall be primarily liable and the
Occupant, if any, secondarily liable for the violation or breach of any covenant,
condition, or restriction herein. Violation or breach of any covenant, condition, or
restriction herein shall give to GRANTOR, following thirty(30) days written notice
to the Owner or Occupant in question except in exigent circumstances, the right,
privilege, and license to enter upon the Parcel where said violation or breach exists
and to summarily abate and remove, at the expense of the Owner or Occupant
16
thereof, any Improvement, structure, thing, or condition that may be or exist thereon
contrary to the intent and meaning of the provisions hereof, or to prosecute a
proceeding at law or in equity against the Person(s) who have violated or are
attempting to violate any of these covenants, conditions, or restrictions to enjoin or
prevent them from doing so, to cause said violation to be remedied, or to recover
damages for said violation. Neither GRANTOR nor its agents shall be subject to
liability to the Owner or Occupant of said Parcel for such entry or for any action
taken to remedy or remove a violation. The cost of any abatement, remedy, or
removal hereunder shall be a binding personal obligation on any Owner or Occupant
in violation of any provision herein as well as a lien(enforceable in the same manner
as a mortgage)upon the Parcel in question.The lien provided for in this Section shall
not be valid as against a bona fide purchaser or mortgagee for value of the Parcel in
question unless a suit to enforce said lien shall have been filed in a court of record in
Clark County,Indiana,prior to the recordation of the deed or mortgage conveying or
encumbering the Parcel in question to such purchaser or mortgagee,respectively.
B. Right of Entry. During reasonable hours and upon reasonable notice and subject to
reasonable security requirements, GRANTOR, or its agents, shall have the right to
enter upon and inspect any Parcel and the Improvements for the purpose of
ascertaining whether or not the provisions of this Deed have been or are being
complied with, and neither GRANTOR nor its agents shall be deemed to have
committed a trespass or other wrongful act by reason of such entry or inspection.
C. Attorney's Fees. In any legal or equitable proceeding for the enforcement of this
Deed or any provision hereof,whether it be an action for damages,declaratory relief,
or injunctive relief, or any other action, the losing party or parties shall pay the
attorney's fees of the prevailing party or parties, in such reasonable amount as shall
be fixed by the court in such proceedings or in a separate action brought for that
purpose.The prevailing party shall be entitled to said attorney's fees even though said
proceeding is settled prior to Judgment. All remedies provided herein or at law or in
equity shall be cumulative and not exclusive.
D. Failure to Enforce Is No Waiver. The failure of GRANTOR to enforce any
requirement, restriction, or standard herein contained shall in no event be deemed to
be a waiver of the right to do thereafter or in other cases not of the right to enforce
any other restriction.
17
EXHIBIT D
ROAD AND ACCESS EASEMENT DEPICTION
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