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Broad Ripple Craft Brewery & Eatery

1021 Broad Ripple Avenue, Indianapolis, Indiana 46220

Bidding & Inspection Contact: Seth Seaton 317.450.6469 [email protected]

Broad Ripple Craft Brewery & Eatery Due Diligence Packet 2

Content Summary Overview Executive Summary 3 Asset Information Asset List 4 Property Information Property & Lease Summary 7 Building Floor Plan 8 Financial Disclosures (Landlord Required) 9 Non-Disclosure Agreement 10 License Information Indiana Alcohol and Tobacco Commission License 13 ATC License Transfer Memo 14 Marion County Alcoholic Beverage Board Checklist 16 Contracts & Legal Auction Terms TBD Purchase Agreement TBD


Executive Summary Physical Assets Premier Stainless 2-vessel 30BBL brewing system: Brewhouse (15 BBL Mash Kettle / 20 BBL Divided Lauter Tun) Hot Liquor Tank (30 BBL) Cold Liquor Tank (15 BBL) Fermenting Tanks – Glycol Jacketed (8 – 30 BBL / 3 – 15 BBL) Brite Tanks – Glycol Jacketed (2 – 30 BBL) Brite Tanks (9 – 15 BBL) Pro Chiller Systems Glycol Chiller; Grain Silo and Mill; Fulton Steam Boiler and Reverse Osmosis water purification system; Kegs (1/2 BBL – 250+ / 1/6 BBL – 50+); Premier Stainless Keg Washer (Capacity: 2); Walk-in Coolers (Kitchen, Brewery – Keg Storage, Brewery – Brite Tanks & Bar Lines); Restaurant equipment & Seating package for 200+ (Dining Room & Patio Seating) Property & Lease Address: 1021 Broad Ripple Avenue, Indianapolis, IN 46220 Size: 12,500+/- square feet (200 Capacity) Lot: 0.945 acre Parking: 54 marked spaces (3.70 : 1.00 People to Parking Ratio) Zoning: C-5 (General Commercial District – City of Indianapolis) Lease Type: Absolute NNN Rate: $18,726.67/mth Term Ends: January 10, 2021 @ 11:59 PM Options: Run through 1/10/36, if 3 additional 5-year options exercised. Licenses License Type License Number Expiration Beer, Wine, Liquor – Restaurant (210) RR4928592 11/22/2019 *Carryout – Grandfathered (See Permit) General Auction Information Financial Disclosure Submission Deadline for Bidding Approval: July 23 (Tuesday) Approved Bidder Notification: July 26 (Friday) $25,000 Earnest Money Deposit & Executed Terms Deadline: July 31 (Wednesday) Auction Day (In-Person & Online Bidding Available): August 1 @ 10:00 AM


Asset List Brewery

1. Premier Stainless 2-vessel 30BBL brewing system: a. Brewhouse (15 BBL Mash Kettle / 20 BBL Divided Lauter Tun) with

Control Panel and Thermaline Heat Exchanger, Model: T8CH-MST *Maintenance notes from Brewer on Lauter Tun: (1) A structural support has been added to the lower hot liquor section to support the bottom of the upper section due to the weight of the stainless and mash causing the upper floor to start to give. It is a work around and will need to be monitored. (2) The filter plates that create a false bottom are too porous and allow grain & particulate through where work is run off & replacement should be considered. *Maintenance notes from Brewer on Mash Kettle: The steam system leaks into the insulation causing a few issues; (1) The kettle doesn’t heat up as effectively because of the pooling in the insulation. Holes have been drilled in the bottom to release the condensate so the pooling doesn’t cause additional problems. (2) The water chemistry is lesser quality because the condensate doesn’t make it back to the boiler.

b. Hot Liquor Tank (30 BBL) c. Cold Liquor Tank (15 BBL) d. Fermenting Tanks – Glycol Jacketed (8 – 30 BBL / 3 – 15 BBL) e. Brite Tanks – Glycol Jacketed (2 – 30 BBL) f. Brite Tanks (9 – 15 BBL)

2. Pro Chiller Systems Glycol Chiller, (2) Danfoss compressors, Model: HGZC1000VWE300Q *Maintenance notes from Brewer on Glycol Chiller: The chiller has dual compressors, but only needs 1 compressor running. The second is a backup and needs repair or replacement.

3. Grain Silo 4. Grain Mill with Auger and Scales 5. Fulton Steam Boiler, Model FB-020-A, 690 lbs/hr steam capacity; 6. Reverse Osmosis water purification system; 7. Premier Stainless Keg Washer (Capacity: 2), Model KGW-SA-1V2-CS; 8. Kegs (1/2 BBL – 250+ / 1/6 BBL – 50+); 9. Keg Jockey keg lift cart 10. (2) Walk-in Coolers (Keg & Hops storage / Brite tanks & Bar keg lines) 11. (5) Wash Down Pumps on cart with electronic controls 12. Metash Visible Spectrophotometer 13. Assorted Transfer Hoses, Sinks, Line Cleaners, Hose Clamps, Extra Parts,

Tools, etc.


Kitchen

1. Turbo Chef triple stack conveyor pizza oven, Models HHC2020 2. Metro C5 Holding Cabinet, Pizza series 3. Varimixer 30 qt. stand mixer 4. Varimixer 60 qt. stand mixer 5. (4) Somerset Dough sheeters, Model: CDR-2000 6. Delfield 2-door stainless freezer, 55” 7. True Prep Cooler, 48” 8. Randell salad top cooler, 72” 9. True Prep Cooler with drawers, 87” 10. Turbo Air reach-in freezer, 60” 11. Delfield prep cooler with drawers, 48” 12. Vulcan all-electric convection oven 13. (2) U.S. Range floor burners, 18” 14. (2) Anets deep fryers 15. Globe meat slicer 16. (8) Assorted stainless tables 17. (18) Assorted metro-style racks 18. Stainless dish sink, 93” 19. Stainless steel sink, 2 well, 71” 20. (2) Captive Aire range hoods, 132” & 157” 21. Captive Aire dishwasher hood, 48” 22. Assorted buffet pans, plates, bowls, etc.

Bar

1. Krowne bar cooler, 52” 2. Master-Bilt display cooler, 2 door 3. Perlick 4-tap kegerator, 36” 4. Stainless bar sink, 4 well, 96” 5. (2) Drying racks, stainless, 36” 6. Krowne stainless sink/ice well/speed rack, 72” 7. 20 tap beer system, glycol chilled lines, Flojet G561202 pumps 8. 2 tap beer station 9. (2) Automatic canning master sealer, set up for 24 oz. cans 10. Assorted glass and barware

Dining Room/Patio

1. 14 Patio table and chair sets, includes 4 chairs & table 2. (10) Patio umbrellas 3. 30+ Butcher Block Bar height tables, 4 and 8 tops 4. 9 Assorted Butcher Block Dining tables 5. 130+ Bar stools 6. 25+ Dining chairs 7. 17 Panasonic TVs, 42” and 48”, ceiling or wall mounted


Vehicles 1. 2014 Mercedes Sprinter Van with refrigerated box, Thermo King V-300 Max

reefer unit, VIN: WD3PF4CC2E5921716, Odometer reads 72,688, Diesel, GVWR: 11,030 lb., 6 tap lines run for off-site draft beer sales. *Maintenance note: Needs repair due to issues driving over 30 MPH.

2. 2015 Nissan Catering Van, VIN: 1N6BF0KL0FN804208, Odometer reads 45,190, Gasoline, GVWR: 8,550 lb. *Maintenance note: Windshield is cracked.

Miscellaneous

1. Dexter industrial washer and dryer 2. Cat Pallet Jack, 5500# 3. (8) Diamond plate stock carts 4. Kobalt 1.8 hp air compressor 5. Westward 5 hp air compressor 6. Assorted pallet racking and storage shelving


Property & Lease Summary Property Details Address: 1021 Broad Ripple Avenue, Indianapolis, Indiana 46220 Owner/Landlord: Moore Summit, LLC Lot Size: 0.945 acre Zoning: C-5 (General Commercial District – City of Indianapolis) Parcels: 49-03-36-101-020.000-801

49-03-36-120-001.000-801 Property Taxes: $13,126.48 semi-annually (2018 pay 2019) Flood Zone: X Road Frontage: 206’ on Broad Ripple Avenue Daily Traffic (Avg.): 19,482 (Broad Ripple Ave.) / 8,823 (Westfield Blvd.) Building Size: 12,500+/- square feet Building Capacity: 200 Parking: Paved Asphalt with 54 marked spaces. Parking Ratio: 1 space per 3.7 allowable occupants. Signage: Pylon with flood lights for night visibility. Roof: Barrel & Flat with rubber membrane covering. Lease Summary Lease Type: Absolute NNN Rent Commencement Date: January 11, 2006 Initial Term: 1/11/06 – 1/10/16 Optional Terms & Rates: 1/11/16 – 1/10/21 (Option #1 - $18,726.67/mth) 1/11/21 – 1/10/26 (Option #2 - $19,850.33/mth) 1/11/26 – 1/10/31 (Option #3 - $21,438.33/mth) 1/11/31 – 1/10/36 (Option #4 - $23,582.17/mth) Option Notice Requirement: 180 days in advance of Optional Term start. Taxes & Assessments: Tenant Responsibility Property Repair & Maint.: Tenant Responsibility Property Insurance: Tenant will maintain insurance on an “All-Risk” form with a

face value equal to 100% of the replacement value of the insured property, with a standard co-insurance endorsement of not more than 90%, and include coverage for losses or damages caused by floods if any portion of the Premises is in a flood plain. *FEMA shows Zone X.

Liability Insurance: Tenant will maintain a Commercial General Liability Policy or Policies with minimum limits of not less than $3,000,000.00 (combined single limit).


Building Layout Broad Ripple Craft Brewery & Eatery

1021 Broad Ripple Avenue, Indianapolis, IN 46220


Required Financial Disclosures The Landlord reserves the right to accept or reject the new entity they enter into a sublease with. In order to allow the Landlord to pre-approve prospective bidders prior to the auction, any party wishing to bid on the entirety, which includes all listed equipment in the asset list, the 210 three-way liquor permit and sublease of the property, will be required to submit financial information from 2017, 2018 & 2019 year-to-date on or before 5:00 PM (Eastern) on Tuesday, July 23rd:

1. Tax Returns (2017, 2018) 2. Profit & Loss (2017, 2018 & 2019 YTD) 3. Balance Sheet (2017, 2018 & 2019 YTD) 4. Income Statement (2017, 2018 & 2019 YTD)

These documents will be handled with the utmost discretion and confidentiality. The following page contains a Non-Disclosure Agreement which will serve dual purpose. First, it will protect your sensitive financial information to be provided. Secondly, it will need to be submitted in order to obtain a full copy of the Master Lease, its Amendments, and Sublease Agreement, which the Landlord wishes to remain confidential as well. The adequate assurance desired by both parties is mutually beneficial and we appreciate your interest in participating in our auction of this turn-key opportunity in the lively and desirable Broad Ripple neighborhood. Should the entity planning to enter into the sublease agreement not have the required financial disclosure due to lack of financial history or there are questions, please feel free to reach out to Seth Seaton at [email protected] or (317)450-6469. To request for a version of the Non-Disclosure for signing and/or send Financial Disclosure documents, please reach out to our Customer Service Team at: Email: [email protected] Phone: +1(317)353-1100 Fax: +1(317)357-1137 Mail: Key Auctioneers RE: 3WM NDA

5520 S. Harding St., Indianapolis, IN 46217

mailto:[email protected]



Non-Disclosure Agreement

This agreement is entered into between Key Auctions, LLC dba Key Auctioneers, (hereinafter referred to as “Agent”), Moore Summit, LLC (hereinafter

referred to as “Landlord”), and (hereinafter referred to as “Prospect”) regarding certain sensitive and non-public information as it pertains to the listing and sale of the brewery and restaurant assets, 210 liquor permit, and sublease of the property at 1021 Broad Ripple Avenue, Indianapolis, Indiana 46220 including but not limited to; business name, logos, trademarks, confidential leasing agreements, proprietary financial data, images, invoices, etc. (the “Proprietary Information”) related to the sale of Thr3e Wise Men Brewing Company’s assets and sublease of 1021 Broad Ripple Avenue, Indianapolis, Indiana 46220 offered for sale by Agent. Prospect desires to receive the Proprietary Information for use in evaluating the purchase of the subject business. In consideration of the disclosure of the Proprietary Information and of the other covenants contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Proprietary Information. The term “Proprietary Information” as used herein shall be

defined, by way of example but not by way of limitation, all materials, financial detail, marketing plans, research data, documents, personal and business identities, transaction information, know-how, uses, (whether or not able to be patented and whether or not marked as confidential), relating generally or specifically to the transactions contemplated, the resources or services of each Party which may have or will be disclosed by Agent in written form, or orally or disclosed by samples which embody or display such information obtained by the Prospect through observation.

As a condition to being furnished such information, Agent, Landlord and Prospect (hereinafter referred to collectively as the “Parties”) agree to treat any Proprietary Information concerning the transaction and the respective business which is furnished to or on behalf of a the Parties, whether furnished before or after the date of this Agreement in accordance with the provisions of this Agreement. The term "Proprietary Information" does not include information:

1.1. Which was or becomes generally available to the Parties on a non-confidential

basis from a source other than the Agent, provided that such source is not bound by a confidentiality agreement with the Agent; or

1.2. Which was known or within the possession of any member of the Parties prior

to it being furnished to the Agent, Landlord or Prospect by or on behalf of and member of the Parties, provided that the source of such information was not bound by a confidentiality agreement with the Agent, Landlord or Prospect in respect thereof; or

1.3. Which is or becomes public knowledge through no wrongful act of any member

of the Parties; or 1.4. Which is approved for disclosure to any third party by prior written

authorization of any member of the Parties.


Any member of the Parties shall have the burden of proving by clear and convincing evidence the applicability of any of the foregoing exceptions.

2. Non-Disclosure/Non-Use. The Parties agree they will not disclose or furnish the Proprietary Information to any person or entity; however, nothing herein shall preclude the Parties from filing the Proprietary Information with the Court to address the issue of adequate assurance of future performance. In such an event, the Proprietary Information will be filed under seal with the Court. The Parties agree that the Proprietary Information shall be used only for the purpose of the Prospect evaluating the potential purchase and Landlord to evaluate the acceptability of the Prospect to sublease the property at 1021 Broad Ripple Avenue, Indianapolis, Indiana 46220. Notwithstanding the foregoing, however, in the event that the Prospect is the successful bidder at the auction and becomes the tenant at 1021 Broad Ripple Avenue, Indianapolis, Indiana 46220, nothing herein shall preclude the Landlord from later utilizing the Proprietary Information provided by the Prospect in the event a conflict arises between the Landlord and the Prospect, however, such information must be filed under seal.

3. Indemnity. The Prospect and Landlord agrees it shall indemnify Agent for any damages

related to any unauthorized disclosure of the Proprietary Information by Prospect, Landlord or its agents.

4. Return or Destruction of Proprietary Information. If Prospect is not the successful

purchaser of the assets, Prospect and Landlord shall promptly return to Agent or destroy any Proprietary Information in its possession.

5. No Rights. Nothing in this Agreement or any disclosure of Proprietary Information by

Agent hereunder, shall be deemed, either expressly or implied, to convey any right, title, license, or interest of any kind to the Prospect receiving Proprietary Information.

6. No Further Obligations. The furnishing of Proprietary Information by the Parties or

the entering into the discussions referenced above shall not obligate any member of the Parties to enter into any further agreement or negotiation with another Party or to refrain from entering into an agreement or negotiation with any other party, unless specifically agreed by separate agreement.

7. No Representations or Warranties. Except as expressly set forth in a definitive

agreement between the Parties, Agent has not made any representation or warranty as to the accuracy or completeness of any Proprietary Information furnished. Prospect and Landlord agrees that the Agent shall have no liability to either respective Party or its representatives resulting from the use of the Proprietary Information.

8. General Terms. It is further understood and agreed that:

8.1. This Agreement may be amended only in writing; 8.2. This Agreement shall not be assigned by Prospect or Landlord;


8.3. This Agreement shall be effective as of the date of execution as shown below and shall cover any Proprietary Information disclosed by Agent to the Prospect or Landlord before or after the execution of this Agreement;

8.4. No failure or delay by Agent in exercising any right, power or privilege

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege by an Agent;

8.5. Money damages would not alone be a sufficient remedy for any breach of this

Agreement by the Prospect or Landlord; that any Agent shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and that Prospect and Landlord shall waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to an Agent.

8.6. This Agreement constitutes the entire agreement between the Parties with

respect to the subject matter hereof and supersedes all prior and contemporaneous oral, written and other agreements between the Parties with respect to said subject matter;

8.7. The agreement to maintain the confidentiality of the Proprietary Information

and the business sources shall survive any termination of the evaluation by Prospect or Landlord for a period of five (5) years subsequent to the disclosure of Proprietary Information by Agent;

8.8. All activities relating to the review and evaluation of Proprietary Information

shall be conducted and undertaken at the sole cost and expense of Prospect and/or Landlord, unless otherwise agreed;

8.9. This Agreement may be executed in counterpart by the Parties and shall be

deemed to be valid and legally binding as regarding same; 8.10. This Agreement shall benefit and shall be binding on each Party executing same

and its respective successors, permitted assigns and personal representatives; and

8.11. This Agreement shall be governed by and construed in accordance with the

internal laws of the state of Indiana, without giving effect to the principles of conflict of laws thereof.

By executing this Agreement in the place provided below, each Party agrees to the foregoing and agrees that it will constitute the agreement of the Parties with respect to the subject matter hereof.

*A full copy with signature page included can be requested from our Customer Service Team at [email protected] or (317)353-1100.



Indiana ATC Permit: Beer, Wine, Liquor – Restaurant (210)

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