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HomeMy WebLinkAboutBid Information and Packets -, /4 v/ /D-z„zD,3 ��= /t/S y649,4)ia9 Cornpany Amount Alternative Alternative />'�o �'•CN - 61(7 Nom- s4fot1y - � �D � ( C5-D a/E0/s ,.ymbn s 5/, RD Ail �� 10401 and 10403 Pennsylvania Street PUBLIC NOTICE TO BIDDERS REGARDING SALE OF PROPERTY BY THE CARMEL BOARD OF PUBLIC WORKS AND SAFETY At the March 19, 2014, meeting of the City of Carmel Board of Public Works and Safety (the "Board"), the Board determined that it was appropriate to sell a portion of real estate owned by the City of Carmel, Indiana, commonly known as 10401 and 10403 Pennsylvania Street, Carmel, Indiana, the legal description of which is set forth herein below (the "Property"). The sale of the Property was approved by the Common Council of the City of Carmel on June 16, 2014. The sale of the Property shall be upon the following terms and conditions: 1. The purchase price of the Property shall be not less than One Hundred Thirty- Eight Thousand Five Hundred and 00/100 Dollars ($138,500.00). The purchaser of the Property shall be responsible for paying certain additional expenses associated with the sale of same, which expenses shall include, but not limited to, the cost of the publication of notices, recording fees and other fees incurred by the Board as a result of such sale. 2. Real Estate Information Packages are available from Steve Engelking, Department of Administration, One Civic Square, Third Floor, Carmel, Indiana 46032 and Craig Kaiser, Coldwell Banker Kaiser, 12401 Old Meridian Street, Carmel, Indiana 46032. 3. Interested bidders may inspect the real estate during normal business hours upon (i) written notice to Steve Engelking, One Civic Square, Carmel, Indiana 46032, (317)571- 2401 or Craig Kaiser, Coldwell Banker Kaiser, 12401 Old Meridian Street, Carmel, Indiana 46032, (317)844-1131; and (ii) execution and delivery of a release, indemnification and hold harmless agreement available from Steve Engelking, One Civic Square, Carmel, Indiana 46032, (317)571-2401 or Craig Kaiser, Coldwell Banker Kaiser, 12401 Old Meridian Street, Carmel, Indiana 46032, (317)844-1131. All inspections will be conducted at such bidder's expense. Inspections will be allowed through 5:00 p.m. on the day before bids are due. 4. Bids must be submitted on the form found in the Real Estate Information Package. 5. Bids will be accepted beginning October 10, 2014. 6. All bids must be in a sealed envelope and delivered or mailed in time to be opened at the Board meeting at 10:00 a.m. on November 5, 2014, and addressed to: City of Carmel, Clerk-Treasurer, City Hall, One Civic Square, Carmel, Indiana 46032, Attention: Sandy Johnson. The envelope should be clearly marked "Bid Enclosed — 10401 and 10403 Pennsylvania Street". 7. At the November 5, 2014 meeting of the Board, all bids received will be publicly opened. After this public opening any bidder may submit a new bid, provided that all subsequent bids shall be open to public inspection upon receipt. Bids will be accepted until 3:00 p.m. on November 18, 2014, and must be addressed as set out in paragraph 6 of this notice. Such subsequent bids will be announced by the Board at its November 19, 2014 meeting. 8. The Property may not be sold to a person who is ineligible under Indiana Code § 36-1-11-16, and an offer to purchase the Property which is submitted by a trust as defined in Indiana Code § 30-4-1-1(a) must identify each beneficiary of the trust and the settler empowered to revoke or modify the trust. 9. The legal description of said Property is: Land situated in the County of Hamilton, State of Indiana, is described as follows: Lot Number 13 in Penn-View Heights, First Section, and the North Half of vacated 104th Street, being 25 feet in width by parallel lines with the South line of Lot Number 13 in Penn-View Heights, First Section an Addition in Hamilton County, Indiana, as per plat thereof, recorded in Deed Record 139, pages 355-356 in the Office of the Recorder of Hamilton County, Indiana. Except 10 feet by parallel lines off the entire North side of Lot Number 13 in Penn-View Heights. Further excepting therefrom Twenty-five feet, taken by parallel lines off the entire west side of the described property. 10. The Property is part of Tax Parcel No. 17-13-11-02-01-016.101. 11. The Property will be transferred "as is", "where is" and "with all faults". The City of Carmel makes not representation or warranty as to the physical condition or value of the Property. 12. The City of Carmel reserves the right to reject all bids. 62430.2 2 BIDDER'S ITEMIZED PROPOSAL AND DECLARATION Instructions To Bidders: This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts shall be fully and accurately filled in and completed and notarized. Property: 10401 and 10403 Pennsylvania St, Carmel,Hamilton County,Indiana Proposal for Purchase of Real Estate located at 10401 and 10403 Pennsylvania St,Cannel, Hamilton County, Indiana Date: 1 l— (1- 14- To: City of Cannel Board of Public Works and Safety do Clerk Treasurer One Civic Square Cannel,Indiana 46032 Attn: Sandy Johnson Steve Engelking PART 1 BIDDER INFORMATION (Print) 1.1 Bidder Name: Y 1.2 Bidder Address: Street Address �8 U i-�-C Y D City: l/JOE OL i S State: C A'` Zip: 4-4:;7-8'0 Phone: 30- Cf/ Fax: 317-V1?- i 24 Email: -6111 a ell-I© .�o,eitl enl.t e' Valid email address is required as bidders will be notified by email after November 5,2014 of subsequent bids.l 1.3 Bidder is a/an[mark one] Individual Partnership Indiana Corporation Foreign(Out of State)Corporation;State: Joint Venture Other 1.4 [The following must be answered if the Bidder or any of its partners or joint venture parties is a foreign corporation. Note: To do business in or with the City of Carmel, foreign corporations must register with the Secretary of State of Indiana as required by the Indiana General Corporation Act as stated therein and expressed in the Attorney General's Opinion#2, dated January 23, 1958.] 1. Corporation Name: 2. Address: 3. Date registered with State of Indiana: 4. Indiana Registered Agent: Name: Address. End of Part 1,"Bidder Information" BID-2 PART 2 BID PROPOSAL 2.1 Purchase Price $ f46 j?11 211 [The Purchase Price cannot be less than $138,500.00) I'm; 4ului0e-Aj Fo27Y--s/A r* O sfVAJ �fV/JOC4 �[.F i/ xi 4--iv/) /Lk 00 • END OF PART 2,"BID PROPOSAL" BID-3 PART 3 OFFER TO PURCHASE 3.1 The Bidder agrees to be bound by the terms and provisions of the attached Offer to Purchase and incorporates such Offer to Purchase herein by reference. END OF PART 3,"OFFER TO PURCHASE" BD-4 by written notice to Seller,in which event Escrow Agent shall immediately refund the Deposit to Buyer and neither party shall have any further obligation hereunder, or(b) elect to proceed with Closing, in which event the Purchase Price shall (i) in the event of fire or other casualty, be reduced by an amount equal to any sums previously paid or then payable to Seller by Seller's insurance carrier,which sums have not been expended by Seller to restore the Property or.(ii),in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof, and Seller shall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and choses in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof 7. Closing. The closing of the purchase and sale of the Property (the "Dosing") shau occur at a location selected by both Seller and Buyer, within thirty (30) days after the execution of this Agreement by Seller and Buyer (the"Closing Date"),unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 8. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d)such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. The limited warranty deed shall be subject to all easements, restrictions and encumbrances of record, all items identified on the title commitment described in the Offer to Purchase, real estate taxes as provided in paragraph 5, all matters which could be discovered by an accurate survey of the property,and all governmental codes,ordinances,restrictions and limitations 9. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now, free and clear of the claims of any other party, except as disclosed in the title commitment or limited warranty deed. 10. Jiglmts and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives,heirs,successors and assigns. 11. Notices. All notices required or permitted to be given hereunder Shall be in writing and.delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight carrier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 11. Seller: City of Carmel One Civic Square Carmel,IN 46032 Attn: Steve Engelking Buyer: Ti ',i v Mt(`f -'U o .t-i L By: Printed: riditO rtFY oLL®e-HfL Title: "BUYER" ACCEPTANCE The undersigned Sella accepts this Offer to Purchase, upon and subject to the terms and conditions set for the herein. � Dated this 64 day of`!j�b''ti` tiw,2014. CITY OF CARMEL By 4 _ teveE gg .g Director of Administration and Authorized Representative "SELLER" 10401 and 10403 Pennsylvania St EXHIBIT A Lot Number 13 in Penn-View Heights, First Section, and the North Half of vacated 104th Street, being 25 feet in width by parallel lines with the South line of Lot Number 13 in Penn-View Heights, First Section an Addition in Hamilton County, Indiana, as per plat thereof, recorded in Deed Record 139, pages 355-356 in the Office of the Recorder of Hamilton County, Indiana. Except 10 feet by parallel lines off the entire North side of Lot Number 13 in Penn-View Heights. Further excepting therefrom Twenty-five (25) feet, taken by parallel lines off the entire west side of the described property. 10401 and 10403 Pennsylvania St PART 4 EXCEPTIONS Instructions To Bidders: 4.1 The Bidder shall fully state each exception taken to the Offer to Purchase in Section 4.3 of this Part. 4.2 Bidder is cautioned that any exception taken by Bidder and deemed by the City of Carmel to be a material qualification or variance from the terms of the Offer to Purchase may result in this Bid being rejected as non-responsive. 4.3 Exceptions: END OF PART 4,"EXCEPTIONS" BID-5 PART 2 BID PROPOSAL 2.1 Purchase Price $ /54 O O©,oD[The Purchase Price cannot be less than $138,500.00] END OF PART 2, "BID PROPOSAL" BID-3 PART 3 OFFER TO PURCHASE 3.1 The Bidder agrees to be bound by the terms and provisions of the attached Offer to Purchase and incorporates such Offer to Purchase herein by reference. END OF PART 3,"OFFER TO PURCHASE" BID-4 Listing Broker(Co.) coLDwELL BANKER-RAISER ( CBKA01 ) By CRAIG KAISER ( 1637 ) office code individual code Selling Broker(Co.) F C TUCKER CO ( TUCK07 ) By JENNIFER PUTERBAUGH/PEG THARP ( 9294 ) p...44,6......4-......4a, office code individual code INDIANA I5ivy ASSOCIATION OF PURCHASE AGREEMENT REALTORS*,INC. (IMPROVED PROPERTY) 1 Date:November 4, 2014 2 3 A. BUYER: FRIENDS AND FAMILY MEMBERS,LLC, N/A ("Buyer") 4 agrees to buy the following property from the owner ("Seller") for the consideration and subject to the following 5 terms, provisions, and conditions: 6 7 B. PROPERTY:The property ("Property") is known as 10401-10403 N. PENNSYLVANIA ST. 8 in CLAY Township, HAMILTON County, INDIANAPOLIS , 9 Indiana, 46280 (zip code) legally described as: SECT- 11 TWP- 17 RANGE- 0 10 N/A 11 together with any existing permanent improvements and fixtures attached (unless leased or excluded), including, 12 but not limited to, electrical and/or gas fixtures, home heating fuel, heating and central air-conditioning equipment 13 and all attachments thereto, built-in kitchen equipment, sump pumps, water softener, water purifier, gas grills, 14 fireplace inserts, gas logs and grates, central vacuum equipment, window shades/blinds, curtain rods, drapery poles 15 and fixtures, ceiling fans and light fixtures, towel racks and bars, storm doors, windows, awnings, TV antennas, 16 satellite dishes and controls, storage barns, all landscaping, mailbox, garage door opener with controls AND THE 17 FOLLOWING:2 REFRIGERATORS, 2 RANGE/OVENS, 2 DISHWASHERS, ALL EXISTING STORMS 18 AND SCREENS FOR ALL WINDOWS AND DOORS. 19 20 21 22 EXCLUDES THE FOLLOWING:N/A 23 24 The terms of this Agreement will determine what items are included/excluded. All items sold shall be fully 25 paid for by Seller at time of closing the transaction. Buyer should verify total square footage, land, room 26 dimensions or community amenities if material. 27 28 C. PRICE: Buyer will pay the total purchase price of ($ 151, 000.00 ) One Hundred Fifty-One 29 Thousand Dollars for the Property. If Buyer obtains an 30 appraisal of the Property, this Agreement is contingent upon the Property appraising at no less than the agreed 31 upon purchase price. 32 33 D. EARNEST MONEY: Buyer submits$ 10% UPON EXECUTION as earnest money which shall be applied to the 34 purchase price. The listing broker shall deposit earnest money received into its escrow account within two (2) 35 banking days of acceptance of this Agreement and hold it until time of closing the transaction or termination of this 36 Agreement. If Buyer fails for any reason to submit earnest money, Seller may terminate this Agreement. 37 Earnest money shall be returned promptly in the event this offer is not accepted. If this offer is accepted and Buyer 38 fails or refuses to close the transaction, without legal cause, the earnest money shall be retained by Seller for 39 damages the Seller has or will incur, and Seller retains all rights to seek other legal and equitable remedies. The 40 Broker holding any earnest money is absolved from any responsibility to make payment to the Seller or Buyer 41 unless the parties enter into a Mutual Release or a Court issues an Order for payment, except as permitted in 876 42 IAC 8-2-2 (release of earnest money). Upon notification that Buyer or Seller intends not to perform, Broker holding 43 the earnest money may release the earnest money as provided in this Agreement. If no provision is made in this 44 Agreement, Broker may send to Buyer and Seller notice of the disbursement by certified mail. If neither Buyer 45 nor Seller enters into a mutual release or initiates litigation within sixty (60) days of the mailing date of the certified 46 letter, Broker may release the earnest money to the party identified in the certified letter. Buyer and Seller agree to 47 hold the Broker harmless from any liability, including attorney's fees and costs, for good faith disbursement of 48 earnest money in accordance with this Agreement and licensing regulations. 49 50 E. METHOD OF PAYMENT: (Check appropriate paragraph number) 51 1. ❑ CASH:The entire purchase price shall be paid in cash and no financing is required. 52 2. MI NEW MORTGAGE: Completion of this transaction shall be contingent upon the Buyer's ability to obtain a 53 54 ❑ Conventional ❑ Insured Conventional ❑ FHA ❑ VA M Other: COMMERCIAL first 55 mortgage loan for N/A %of purchase price, payable in not less than N/A years, with an 56 original rate of interest not to exceed N/A % per annum and not to exceed N/A points. Buyer 57 shall pay all costs of obtaining financing, except N/A 58 59 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 1 of 7 (Purchase Agreement) F C Tucker Company-Carmel,1119 Keystone Way Carmel,IN 46032 Phone:317-846-7751 Fax: 317-848-3798 1.(1 N ! Peg Tharp Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www,ziDLoaix.com CI 60 Any inspections and charges which are required to be made and charged to Buyer or Seller by the lender, 61 FHA, VA, or mortgage insurer, shall be made and charged in accordance with their prevailing rules or 62 regulations and shall supersede any provisions of this Agreement. 63 64 3. ❑ASSUMPTION: (Attach Financing Addendum) 65 4. ❑ CONDITIONAL SALES CONTRACT: (Attach Financing Addendum) 66 5. ❑OTHER METHOD OF PAYMENT: (Attach Financing Addendum) 67 68 F. TIME FOR OBTAINING FINANCING: Buyer agrees to make written application for any financing necessary 69 to complete this transaction or for approval to assume the unpaid balance of the existing mortgage within N/A 70 days after the acceptance of this Agreement and to make a diligent effort to meet the lender's requirements and to 71 obtain financing in cooperation with the Broker and Seller. No more than N/A days after acceptance of the 72 Agreement shall be allowed for obtaining favorable written commitment(s) or mortgage assumption approval. If a 73 commitment or approval is not obtained within the time specified above, this Agreement shall terminate unless an 74 extension of time for this purpose is mutually agreed to in writing. 75 76 G. CLOSING:The closing of the sale(the"Closing Date") shall be on or before N/A , or 77 within 30 days after AFTER EXECUTION OF AGREEMENT , whichever is later or this Agreement 78 shall terminate unless an extension of time is mutually agreed to in writing. Any closing date earlier than the latest 79 date above must be by mutual written agreement of the parties. The settlement or closing fee incurred in 80 conducting the settlement charged by the closing agent or company shall be paid by IX Buyer (included in 81 allowance, if provided) ❑Seller ❑Shared equally. 82 83 This Agreement: IXI is not contingent upon the closing of another transaction; ❑ is contingent upon the closing of 84 the pending transaction on the property located at N/A 85 scheduled to close by . 86 87 Notwithstanding terms to the contrary, the Parties agree that as a condition to closing, all funds delivered to the 88 closing agent's escrow account be in such form that the closing agent shall be able to disburse in compliance with 89 I.C. 27-07-3.7 et. seq.. Therefore, all funds from a single source of$10,000 or more shall be wired unconditionally 90 to the closing agent's escrow account and all funds under $10,000 from a single source shall be good funds as 91 so defined by statute. 92 93 H. POSSESSION: 94 1. The possession of the Property shall be delivered to Buyer®at closing ❑within N/A days beginning 95 the day after closing by N/A ❑a.m. ❑ p.m. ❑ noon or ❑on or before N/A 96 if closed. For each day Seller is entitled to possession after closing, Seller shall pay to Buyer at closing 97 $N/A per day. If Seller does not deliver possession by the date and time required in the first 98 sentence of this paragraph, Seller shall pay Buyer$N/A per day as liquidated damages 99 until possession is delivered to Buyer; and Buyer shall have all other legal and equitable remedies available 100 against the Seller. 101 2. Maintenance of Property: Seller shall maintain the Property in its present condition until its possession is 102 delivered to Buyer, subject to repairs in response to any inspection. Buyer may inspect the Property prior to 103 closing to determine whether Seller has complied with this paragraph. Seller shall remove all debris and 104 personal property not included in the sale. 105 3. Casualty Loss: Risk of loss by damage or destruction to the Property prior to the closing shall be borne by 106 Seller, including any deductible(s). In the event any damage or destruction is not fully repaired prior to closing, 107 Buyer, at Buyer's option, may either(a) terminate this Agreement with prompt return of earnest money to 108 buyer or (b) elect to close the transaction, in which event Seller's right to all real property insurance 109 proceeds resulting from such damage or destruction shall be assigned in writing by Seller to Buyer. 110 4. Utilities/Municipal Services: Seller shall pay for all municipal services and public utility charges through the 111 day of possession. 112 113 I. SURVEY: Buyer shall receive a (Check one) l SURVEYOR LOCATION REPORT, which is a survey where 114 corner markers are not set; ❑ BOUNDARY SURVEY, which is a survey where corner markers of the Property are 115 set prior to closing; ❑WAIVED, no survey unless required by lender; at (Check one) IX Buyer's expense 116 (included in allowance, if provided) ❑ Seller's expense ❑Shared equally. The survey shall (1) be received 1 117 prior to closing and certified as of a current date, (2) be reasonably satisfactory to Buyer, (3) show the location of all 118 improvements and easements, and (4) show the flood zone designation of the Property. If Buyer waives the right to 119 conduct a survey, the Seller,the Listing and Selling Brokers, and all licensees associated with Brokers are released 120 from any and all liability relating to any issues that could have been discovered by a survey. This release shall 121 survive the closing. 122 123 J. FLOOD AREA/OTHER: Buyer ❑ may MI may not terminate this Agreement if the Property requires flood 124 insurance. Buyer ❑ may ® may not terminate this Agreement if the Property is subject to building or use 125 limitations by reason of the location,which materially interfere with Buyer's intended use of the Property. 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 2 of 7 (Purchase Agreement) Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLoeix.com 9 N. 6 126 K. HOMEOWNER'S INSURANCE: Completion of this transaction shall be contingent upon the Buyer's ability to obtain 127 a favorable written commitment for homeowner's insurance within N/A days after acceptance of this Agreement. 128 129 L. ENVIRONMENTAL CONTAMINANTS ADVISORY/RELEASE: Buyer and Seller acknowledge that Listing Broker, 130 Selling Broker and all licensees associated with Brokers are NOT experts and have NO special training, 131 knowledge or experience with regard to the evaluation or existence of possible lead-based paint, radon, mold and 132 other biological contaminants ("Environmental Contaminants") which might exist and affect the Property. 133 Environmental Contaminants at harmful levels may cause property damage and serious illness, including but not 134 limited to, allergic and/or respiratory problems, particularly in persons with immune system problems, young 135 children and/or the elderly. 136 137 Buyer is STRONGLY ADVISED to obtain inspections (see below) to fully determine the condition of the Property 138 and its environmental status. The ONLY way to determine if Environmental Contaminants are present at the 139 Property at harmful levels is through inspections. 140 141 Buyer and Seller agree to consult with appropriate experts and accept all risks for Environmental 142 Contaminants and release and hold harmless all Brokers, their companies and licensees from any 143 and all liability, including attorney's fees and costs, arising out of or related to any inspection, inspection 144 result, repair, disclosed defect or deficiency affecting the Property, including Environmental Contaminants. 145 This release shall survive the closing. 146 147 M. INSPECTIONS: (Check appropriate paragraph number) 148 149 Buyer has been made aware that independent inspections disclosing the condition of the property are available 150 and has been afforded the opportunity to require such inspections as a condition of this Agreement. 151 152 1. IX BUYER WAIVES THE RIGHT TO HAVE INDEPENDENT INSPECTIONS 153 Buyer WAIVES inspections and relies upon the condition of the Property based upon Buyer's own 154 examination and releases the Seller, the Listing and Selling Brokers and all licensees associated with 156 156 Brokers from any and all liability relating to any defect or deficiency affecting the Property, which release 157 shall survive the closing. Required FHA/VA or lender inspections are not included in this waiver. 158 159 2. ❑ BUYER RESERVES THE RIGHT TO HAVE INDEPENDENT INSPECTIONS (including Lead-Based Paint) 160 Buyer reserves the right to have independent inspections in addition to any inspection required by FHA, VA, 161 or Buyer's lender(s). All inspections are at Buyer's expense (unless noted otherwise or required by lender) by 162 licensed independent inspectors or qualified independent contractors selected by Buyer within the following 163 time periods. Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's 164 inspections. Seller must make all areas of the Property available and accessible for Buyer's 165 inspection. 166 167 INSPECTION/RESPONSE PERIOD: Buyer shall order all independent inspections after acceptance 168 of the Purchase Agreement. Buyer shall have N/A days beginning the day following the date of 169 acceptance of the Purchase Agreement to respond to the inspection report(s) in writing to Seller (see 170 "Buyer's Inspection Response"). 171 172 Inspections may include but are not limited to the condition of the following systems and components: 173 heating, cooling, electrical, plumbing, roof, walls, ceilings, floors, foundation, basement, crawl space, 174 well/septic, water, wood destroying insects and organisms, lead-based paint (note: intact lead-based paint 175 that is in good condition is not necessarily a hazard), radon, mold and other biological contaminants and/or 176 the following: 177 N/A 178 179 If the initial inspection report reveals the presence of lead-based paint, radon, mold and other biological 180 contaminants, or any other condition that requires further examination or testing, then Buyer shall have 181 N/A additional days to order, receive and respond in writing to any additional reports. 182 183 If the Buyer does not comply with any Inspection/Response Period or make a written objection to any 184 problem revealed in a report within the applicable Inspection/Response Period, the Property shall be 185 - deemed to be acceptable. If one party fails to respond or request in writing an extension of time to 186 respond to the other party's Independent Inspection Response, then that inspection response is 187 accepted. A timely request for extension is not an acceptance of the inspection response, whether or not 188 granted. A REASONABLE TIME PERIOD TO RESPOND IS REQUIRED TO PREVENT MISUSE OF THIS 189 ACCEPTANCE PROVISION. Factors considered in determining reasonable time periods include, but are 190 not limited to, availability of responding party to respond, type and expense of repairs requested and need of 191 responding party to obtain additional opinions to formulate a response. 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 3 of 7 (Purchase Agreement) Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.com N. V, 192 If Buyer reasonably believes that the Inspection Report reveals a DEFECT with the Property (under Indiana 193 law, "Defect" means a condition that would have a significant adverse effect on the value of the 194 Property, that would significantly impair the health or safety of future occupants of the Property, or 195 that if not repaired, removed, or replaced would significantly shorten or adversely affect the expected 196 normal life of the premises), and Seller is unable or unwilling to remedy the defect to Buyer's reasonable 197 satisfaction before closing (or at a time otherwise agreed to by the parties), then Buyer may terminate this 198 Agreement or waive such defect and the transaction shall proceed toward closing. BUYER AGREES THAT 199 ANY PROPERTY DEFECT PREVIOUSLY DISCLOSED BY SELLER, OR ROUTINE MAINTENANCE AND 200 MINOR REPAIR ITEMS MENTIONED IN ANY REPORT, SHALL NOT BE A BASIS FOR TERMINATION OF 201 THIS AGREEMENT. 202 203 N. LIMITED HOME WARRANTY PROGRAM: 204 Buyer acknowledges the availability of a LIMITED HOME WARRANTY PROGRAM with a deductible paid by Buyer 205 which❑will IX will not be provided at a cost not to exceed$ N/A charged to ❑ Buyer ❑ Seller 206 and ordered by❑ Buyer ❑ Seller. Buyer and Seller acknowledge this LIMITED HOME WARRANTY PROGRAM 207 may not cover any pre-existing defects in the Property nor replace the need for an independent home inspection. 208 Broker may receive a fee from the home warranty provider and/or a member benefit. The Limited Home Warranty 209 Program is a contract between Buyer/Seller and the Home Warranty Provider. The Parties agree that Brokers and 210 their companies shall be released and held harmless in the event of claims disputes with the Home Warranty 211 Provider. 212 213 O. DISCLOSURES: (Check one) 214 1. Buyer ® has ❑ has not ❑ not applicable received and executed SELLER'S RESIDENTIAL REAL ESTATE 215 SALES DISCLOSURE. 216 2. Buyer ❑ has ❑ has not MI not applicable received and executed a LEAD-BASED PAINT CERTIFICATION 217 AND ACKNOWLEDGMENT. 218 219 P. TITLE APPROVAL: Prior to closing, Buyer shall be furnished with®a title insurance commitment for the most 220 current and comprehensive ALTA Owner's Title Insurance Policy available in the amount of the purchase 221 price or ❑an abstract of title continued to date, showing marketable title to Property in Seller's name. Seller 222 must convey title free and clear of any encumbrances and title defects, with the exception of any mortgage 223 assumed by Buyer and any restrictions or easements of record not materially interfering with Buyer's intended use 224 of the Property. A title company, at Buyer's request, can provide information about availability of various additional 225 title insurance coverages and endorsements and the associated costs. 226 227 Owner's Title Insurance Premium and that portion of Title Service Fees incurred to prepare the Owner's Policy 228 (including title search and examination and commitment preparation), to be paid by ❑ Buyer (included in 229 allowance, if provided) IX] Seller ❑Shared equally. 230 231 Lender's Title Insurance Premium and that portion of Title Service Fees incurred to prepare the Lender's Policy 232 (including title search and examination and commitment preparation),if applicable,to be paid by Buyer (included 233 in allowance, if provided) ❑ Seller ❑Shared equally ❑Other N/A 234 235 The parties agree that❑Seller ❑ Buyer will select a title insurance company to issue a title insurance policy and 236 will order the commitment ❑ immediately or ®other: TITLE COMPANY SELLECTED BY BOTH BUYER 237 AND SELLER 238 Pursuant to Federal and State law, Seller cannot make Seller's selection of a title insurance provider a condition of 239 this Agreement. 240 241 Seller agrees to pay the cost of obtaining all other documents necessary to perfect title (including the cost of the 242 deed and vendor's affidavit), so that marketable title can be conveyed. 243 244 O. TAXES: (Check appropriate paragraph number) 245 ® 1. Buyer will assume and pay all taxes on the Property beginning with the taxes due and payable on 246 MAY., 2015 , and all taxes due thereafter. At or before closing, Seller shall pay all 247 taxes for the Property payable before that date. 248 ❑2. All taxes that have accrued for any prior calendar year that remain unpaid shall be paid by Seller either to 249 the County Treasurer and/or the Buyer in the form of a credit at closing. All taxes that have accrued for the 250 current calendar year shall be prorated on a calendar-year basis as of the day immediately prior to the 251 Closing Date. 252 253 For purposes of paragraph 1 and 2: For the purpose of determining the credit amount for accrued but unpaid 254 taxes, taxes shall be assumed to be the same as the most recent year when taxes were billed based upon certified 255 tax rates. This shall be a final settlement. 256 257 ❑3. FOR RECENT CONSTRUCTION OR OTHER TAX SITUATIONS. Seller will give a tax credit of 258 $ N/A to Buyer at closing. This shall be a final settlement. 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 4 of 7 (Purchase Agreement) Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLogix.com +/1 �j N. 259 WARNING: THE SUCCEEDING YEAR TAX BILL FOR RECENTLY CONSTRUCTED HOMES OR FOLLOWING 260 REASSESSMENT PERIODS MAY GREATLY EXCEED THE LAST TAX BILL AVAILABLE TO THE CLOSING AGENT. 261 262 Buyer acknowledges Seller's tax exemptions and/or credits may not be reflected on future tax bills. 263 264 Buyer may apply for current-year exemptions/credits at or after closing. 265 266 R. PRORATIONS AND SPECIAL ASSESSMENTS: Insurance, if assigned to Buyer, interest on any debt assumed or 267 taken subject to, any rents, all other income and ordinary operating expenses of the Property, including but not 268 limited to, public utility charges, shall be prorated as of the day immediately prior to the Closing Date. Seller shall 269 pay any special assessments applicable to the Property for municipal improvements previously made to benefit the 270 Property. Seller warrants that Seller has no knowledge of any planned improvements which may result in 271 assessments and that no governmental or private agency has served notice requiring repairs, alterations or 272 corrections of any existing conditions. Public or municipal improvements which are not completed as of the date 273 above but which will result in a lien or charge shall be paid by Buyer. Buyer will assume and pay all special 274 assessments for municipal improvements completed after the date of this Agreement. 275 276 S. TIME: Time is of the essence. Time periods specified in this Agreement and any subsequent Addenda to the 277 Purchase Agreement are calendar days and shall expire at 11:59 PM of the date stated unless the parties agree in 278 writing to a different date and/or time. 279 280 Note: Seller and Buyer have the right to withdraw any offer/counter offer prior to written acceptance and 281 delivery of such offer/counter offer. 282 283 T. HOMEOWNERS ASSOCIATION/CONDOMINIUM ASSOCIATION ("Association"): Documents for a mandatory 284 membership association shall be delivered by the Seller to Buyer within 7 days after acceptance of this 285 Agreement. If the Buyer does not make a written response to the documents within 7 days after receipt, the 286 documents shall be deemed acceptable. In the event the Buyer does not accept the provisions in the documents 287 and such provisions cannot be waived, this Agreement may be terminated by the Buyer and the earnest money 288 deposit shall be refunded to Buyer promptly. Any approval of sale required by the Association shall be obtained by 289 the Seller, in writing, within N/A days after Buyer's approval of the documents. Fees charged by the 290 "Association", or its management company, for purposes of verification of good standing and/or transfer 291 of ownership shall be shared equally by Buyer and Seller. Start-up or one time reserve fees, if any, shall be 292 paid by Buyer. 293 294 Buyer acknowledges that in every neighborhood there are conditions which others may find objectionable. 295 Buyer shall therefore be responsible to become fully acquainted with neighborhood and other off-site 296 conditions that could affect the Property. 297 298 U. ATTORNEY'S FEES: Any party to this Agreement who is the prevailing party in any legal or equitable proceeding 299 against any other party brought under or with relation to the Agreement or transaction shall be additionally entitled 300 to recover court costs and reasonable attorney's fees from the non-prevailing party. 301 302 V. ADDITIONAL PROVISIONS: 303 304 1. Unless otherwise provided, any prorations for rent, taxes, insurance, damage deposits, association dues/ 305 assessments, or any other items shall be computed as of the day immediately prior to the Closing Date. 306 307 2. Underground mining has occurred in Indiana, and Buyers are advised of the availability of subsidence 308 insurance. 309 310 3. The Indiana Sheriff's Sex Offender Registry (www.indianasheriffs.orq) exists to inform the public about the 311 identity, location and appearance of sex offenders residing within Indiana. Broker is not responsible for 312 providing or verifying this information. 313 314 4. Conveyance of this Property shall be by general Warranty Deed, or by N/A 315 subject to taxes, easements, restrictive covenants and encumbrances of record, unless otherwise agreed. 316 317 5. Seller represents and warrants that Seller is not a "foreign person" (individual entity) and, therefore, is not 318 subject to the Foreign Investment in Real Property Tax Act. 319 320 6. Any notice required or permitted to be delivered shall be deemed received when personally delivered, 321 transmitted electronically or digitally or sent by express courier or United States mail, postage prepaid, 322 certified and return receipt requested, addressed to Seller or Buyer or the designated agent of either party. 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 5 of 7 (Purchase Agreement) • Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.ziOLoaix.com N fin 61/ 323 7. This Agreement shall be construed under and in accordance with the laws of the State of Indiana and is 324 binding upon the parties' respective heirs, executors, administrators, legal representatives, successors, and 325 assigns. 326 327 8. In case any provision contained in this Agreement is held invalid, illegal, or unenforceable in any respect, the 328 invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 329 330 9. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior 331 understandings or written or oral agreements between the parties' respecting the transaction and cannot be 332 changed except by their written consent. 333 334 10. All rights, duties and obligations of the parties shall survive the passing of title to, or an interest in,the Property. 335 336 11. Broker(s) may refer Buyer or Seller to other professionals, service providers or product vendors, including 337 lenders, loan brokers, title insurers, escrow companies, inspectors, pest control companies, contractors and 338 home warranty companies. Broker(s) does not guarantee the performance of any service provider. Buyer and 339 Seller are free to select providers other than those referred or recommended to them by Broker(s). The Parties 340 agree that Brokers and their companies shall be released and held harmless in the event of claims disputes with 341 any service provider. 342 343 12. By signing below, the parties to this transaction acknowledge receipt of a copy of this Agreement and give 344 their permission to a multiple listing service, Internet or other advertising media, if any, to publish information 345 regarding this transaction. 346 347 13. Any amounts payable by one party to the other, or by one party on behalf of the other party, shall not be owed 348 until this transaction is closed. 349 350 14. Buyer and Seller consent to receive communications from Broker(s) via telephone, U.S. mail, email and 351 facsimile at the numbers/addresses provided to Broker(s) unless Buyer and Seller notify Broker(s) in writing 352 to the contrary. 353 354 15. Buyer discloses to Seller that Buyer holds Indiana Real Estate License#N/A 355 356 16. Where the word "Broker"appears, it shall mean "Licensee"as provided in I.C.25-34.1-10-6.8. 357 358 W. FURTHER CONDITIONS(List and attach any addenda): SUBMITTING IN CONNECTION WITH BID 359 SUBMITTED TODAY. 360 361 362 363 364 365 366 367 368 369 370 _ 371 372 373 374 X. CONSULT YOUR ADVISORS: Buyer and Seller acknowledge they have been advised that, prior to signing this 375 document, they may seek the advice of an attorney for the legal or tax consequences of this document and the 376 transaction to which it relates. In any real estate transaction, it is recommended that you consult with a 377 professional, such as a civil engineer, environmental engineer, or other person, with experience in evaluating the 378 condition of the Property. 379 380 Y. ACKNOWLEDGEMENTS: Buyer and Seller acknowledge that each has received agency office policy disclosures, 381 has had agency explained, and now confirms all agency relationships. Buyer and Seller further acknowledge that 382 they understand and accept agency relationships involved in this transaction. By signature below, the parties verify 383 that they understand and approve this Purchase Agreement and acknowledge receipt of a signed copy. 384 11444 i 385 Z. EXPIRATION OF OFFER: Unless accepted by Seller and delivered to Buyer by o ❑A.M. ❑ P.M. 386 ❑ Noon, the O" iay of ,, this Purchase Agreement shall be null and void and all 387 parties shall be relieved any and ail liabi ity or obligations) / / , .I 7 9 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 6 of 7 (Purchase Agreement) Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLooix.com N. 388 This Agreement may be executed simultaneously or in two or more counterparts, each of which shall be deemed 389 an original but all of which together shall constitute one and the same instrument. The parties agree that this 390 Agreement may be transmitted between them electronically or digitally. The parties intend that electronically or 391 digitally transmitted signatures constitute original signatures and are binding on the parties. The original document 392 shall be promptly delivered, if requested. 393 394 395 alat-et- ' 396 11/04/2014 397 BUYER'S SIGNATURE DATE BUYER'S SIGNATURE DATE 398 399 FRIENDS AND FAMILY MEMBERS,LLC N/A 400 PRINTED PRINTED 401 402 AA.SELLER'S RESPONSE: (Check appropriate paragraph number): 403 404 This day of , at ❑ A.M. ❑ P.M. ❑ Noon 405 406 ❑ 1. The above offer is Accepted. 407 408 ❑2. The above offer is Rejected. 409 410 ❑3. The above offer is Countered. See Counter Offer. Seller should sign both the Purchase Agreement and 411 the Counter Offer. 412 413 414 415 416 SELLER'S SIGNATURE DATE SELLER'S SIGNATURE DATE 417 418 419 PRINTED PRINTED E REALTOR°j Prepared and provided as a member service by the Indiana Association of REALTORS®, Inc.(IAR). This form is A restricted to use by members of IAR. This is at legally binding contract, if not understood seek legal advice. Form#02. Copyright IAR 2014. 10401-10403 N. PENNSYLVANIA ST. , INDIANAPOLIS, IN 46280 (Property Address) Page 7 of 7 (Purchase Agreement) Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zi0Loaix.com N. Insert to Seller's Residential Real Estate Sale Disclosure The City of Carmel purchased this property in connection with a road expansion project, The City of Carmel has limited knowledge of the condition of the property. The property has not been occupied since August, 2007. The property is being sold"as is, where is and the City of Carmel makes no representations as to the condition of the property, notwithstanding any information provided in this Sales Disclosure Form. 73011_1 month.gym'oat) ii; •.A SELLER'S RESIDENTIAL REAL ESTATE SALES DISCLOSURE . 7�/� 'xs 61a'aForm 'IL271 IRS!&1A) 4w::f' NOM This form has been=Mod from the version currently faur'Q at 876 !AC 9-1-2 to Include questions regarding desdnsure at mntamination related to Controlled suns ances cr rrre4etrrpr_tmn ne as=uteri tryy L 189-2914. Rulereyf�ens vita be made 876 1AC 9-1-2 to Include these changes in the near future,helnoever the C•rnrnis n ll s made INS ftYfornsEtt41 sveittt_nil +firratslh tea uPpt Seller states that the information contained In this Disclosure is-weal to best of Seale 4 CURRENT ACTUAL KNO\r&EDGp asp!the above date.The } prospective buyer and the owner may vitro to obtain protesstonei advice nspeclktns of ttxi property and pmvsde tor aPptOp eta D ono in a centred between them con s any advice. ores defects,orwarranties nee an tija property.The representations melts form ere Ile r- rsenteticna at Cetween the buyer and the owrer.the owner and are not tlhe reoreaaeen�of the 1. If�any.rThis Information i9 nor disclosure only am properly anott Intended be a parrtrat any song ad le lenown dysicala =ofthatestaa elateand"si99nn disclosure�formendsubrtiit ifarmtto6 buyerobeforeeanaft Is re preen address tn,rreerards terS dot eat andOinexer) i• 4. - 0 •. .A L.- .s +. l '• 1.The following are In the cond.t•ons IIndIcele : 1 ._3�p r:3's'f--4 .L. S117..'rCl� .1,`•►:."'.'' tc',t _, S.. t?1' Ii - _ t Bulit-in vacuum 9 •••m Eri Cistern lign Clothes d ill E' Septic Field l Bed f Clothes Washer OM Mil Hat Mb Dishwasher 1111111 MS Plumbing V _Disposal r_E- or Warn Freezer !mi Su •••Pum• Gas Grit[ 1,a"_ Irrigation Syctame Nr� _� Hood I�'_�- Water Haatsr/Elecblc �� ME.:raurav+a Oven ___�� •. •.'. Oven �� " Fiance WatarPurifier Z-- ==� Refrigerator MINIE Water Softener Room Air Conditionar{al MIN 1111.0111.111 Well Trash Compactor f Septic&Holding Tank Septic Wound m/ TV Antenna 1 Dish / Gpoltlermi and t toot Plano ✓ i Other. Weer Sewer System{Erpfaln) +d 8wirart:.:g Pool&Pool Equlpr tsl IIIIIIIIMIIIIIIIII Ara the ststtrturu ramrrneted to a public water system? i �� ! Are the atnxdnea tarm+ctad to a pub/le"ewer system? MI ' y��i rDr¢ede i3`" Are there any eddkbr+s that may require an pesrasrrensa MIMI I. 71:_».....l^rK -. , to the -a die•-••robin? Ora,have the improvements been completed on the II Air Purifier �� .. ....ril weal ? I Burglar Alarm if I Are the improvements connected Co a pr•vate/cam=may 1 I Oellire Fa or} ,! Aro taw Improvements connected tae pityaalta 1rmmfr ! 1 tsare99 Door Opener f Carttralr ! 1 f 1 sewer arse? insida'Telephone Wiring and 1 ��- ovals- ... Bloch I Jacks I `_^ K '. •.- 1 m •, Intercom ���� Attic Fan Eiji Light Fixtures __�MI Central Air Candftlhn[n; Sauna Hot Water Haat ✓ Smoka/Fire Alasrn{r1 Furnace Head Gas 1111.11_ . ✓ Switches and Outlets Furnace Host I Electric _IIIOIMra Ve If Fe l 2 Solar odlRlr Kota a Heating IN St}f 1 Dtl l 240 Amp Service Woodbuml :Stove Cfrrle on= Fire•lace �-_1111111_ Generator MN MIN �, - Fireplace lr�att Air Veal net MN MN :, 4tiut.. + �,r:,r u.4ss.1 .+ Humidifier 1 : 1 •r•` 'e-f'>.;t-LV4 ••sr+-17:- .3 i' Fro- a Tank Mil tai.:. ..: .`'I" :. Other Heating Source MIN • [+;Zr"1-•T�•.+_ 1 r•• r.., 1 ..tt,.'Rr.'..'tt'1i""�.r . . :T ..`- _ •.:. • + -cu;e-2 a j� �,�� !.�,�J -+::... L•- .'"��.�� I '.a/•�S i.Ji ..:sS.r.•' ..t.�.J'�'rlti' l:•.�aa,� �.+-. j s4Ci't�x. ,:� w_e• ' : ilt..2�._ ' T•s.r4... r•: ='r',• •',:L• :14;.yl«-Sti- .. ...i•..=.; S; ice';:•:.,. ,... ra_1-r$..—_.;:.-6.::::_ L1..., .-•.',; """Cv ::� .".. .:r r... 1L•t::1 �1.trwx.L.L. �� !y L'"s�+ �- �4:::!:01. -.1.1t.•- 1...: .v.- '.....s1 1 -1..,1.1 $ ..•;.' . r. i \,Spreetrs d atryerN���Sgnaswe a1 Se3tr Dale(/r Sipr'> ae of Buyer D The Seiler hereby=Ma that Coe coed then of the property Is substantially the name se tt was when time Setiar'a Disclosure farm was ortQksally provided to the Buret. Signature or Saber(et clo h of t {c:iv=y,1 `Spawns st Sees tat SDI Data(rnrrWSyA Page 1 of 2 -• , eKlaoms sncrda4 Saar. _ b. p r; ..I r./fi,.fjw1Vo 611.4 A L r;1. �.. Ent No _.. _..rYt ys.� ' 7 Y w, i.i- Ape,if known Years Do structures have aluminum wiring? Acts Ouse any foundation problems Does the roof leek? Y/7 with the structures? Is thane present damage t0 the roof? I tr Are there any en roachmerils? is thorn mare than one.layer of shingles Ate+there arty viola ions of zonln0, • on the house? building codes,or restrictive covenants? Is the present use a non•conformin use? • U Yes,how many layers? y Explain: Have there een or are there an/ "i hazardous condition or the property,suc.l as methane lead paint,radon gas In house or welt, dloaCt s metestai,(andSitl, J minesltaft expansive sos,toxic materials, mold, other blologlal contaminants,i ,asbestos insulation,or?Ctrs? is there contamination caused by the manufacture of a controlled eutstance on !. the property that has not been certified as j dacnnteminated by an Inspector approved under IC 13-14.1-1 Is the access to your y property via ✓ Has there been manufacture of I pate road? methamphetamine or dumping of waste` is the access to your property via a from the ttsanufactury of madwnpheleurdne s / public road? 7. in a residential etrvctsue on the property? F�rpialm is the scrams to your property via an easement? ,/ Have you received any notices by any governmental or quasi-governmental agenales affecting this property? Ana there a?ny structural problems with ` f Have any substantial additions or e teratiorts been made without a required °� _ building permit? •cry _ �� r`2 Ok sY; �. , Are there moletura androrwaterprobksns r Allis __ sr ^_.;_1„ „,"'°+ .. in the tsaserrteat,cravrt space area,or any `" other area? Is there termites oar rodantss?due wind,flood, V any structures been • V j wood a esLnying n Are the furnaceiwaodstovethimneytftle 1 all in working orderT f is the property In a flood Wain? $ y Do you Currently pay flood insurance? ) V Dow the property contain underground I t/.storage to s)? Is the homeowner s Ilcanaad Taal estate / salesperson or broker? t/ is there Q litigation �pro� Is the property aublact to covenants, • condemns andlorrestrlctions of a homeowner's association? the property vtthhr one(1)mile o f an airport? rd '•a 4 — t!.,4;104.. 1TS r"__r ::�-r*." u .otra_lr+Wsi^ -I., r. MPS'• • . Ti y 'S. ww J �� -wP�T?�D�- 4..-Mir..�-�a7�1'-.-.L:L,..iLi'i�''. •tiat'a'-.�`.4■x•:i�'.�.-.1-...�'.' '_i7 a.sr 4t:1.'._' *"...:.;-4....11. vr ,' '�Q�J , .off Datr��� Signature_ of flurar Sspnst a of 5:.:... Data(� Signature of flu�N d/yr1�' Oats 4���� The Seller hereby cattities that the cond}tfan of the property is eubster dally the sales as It seven the Saash Onion*a teamwas ailatnalll provtdadto the Doyen SgrrhrRofSetter(at daslnp) Dato(mmt iyy1 K Signet=of Starr(al closing) (airattlio Page 2of2 I 1 OFFER TO PURCHASE Fia<c•l es ei~ef fitio./l s�si LGG 7 f ' , a ("Buyer") hereby offers and agrees to purchase certain property from the City of Cannel ("Seller") as follows: 1. Purchase and Sale. Seller is the owner in fee simple of certain real estate located in Cannel, Hamilton County, Indiana, commonly known as 10401 and 10403 Pennsylvania St, Carmel, Indiana and more particularly described on Exhibit A attached hereto (the "Property"). Seller agrees to sell, and Buyer, as the successful bidder for the Property, agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be O' /a/, ©00 . 00 [successful bid amount which shall not be less than One Hundred Thirty-Eight Thousand Five Hundred and 00/100 Dollars($138,500.00)]. 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller as follows: Upon execution of this Offer to Purchase(the "Agreement") b Buyer and Seller,dste ��AZ Buyer shall deposit with Seller an earnest money deposit in the amount off-few `✓S 00/100 Dollars ($1$, /00 .00) (ten percent(10%) of the Purchase Price)(the"Deposit"). The Deposit shall be in the form of a cashiers or certified check. Such Deposit shall be held, applied, returned or retained in accordance with the terms of this Agreement. If Buyer shall fail or refuse to perform its obligations herein specified, the Deposit shall be retained by Seller as liquidated damages and Seller waives any claim for damages, at law or in equity, and waives any claim for specific performance and agrees that such liquidated damages shall be Seller's sole remedy at law or in equity. The remainder of the Purchase Price, plus or minus any adjustments thereto, shall be paid by Buyer at Closing in cash or other immediately available funds. 4. Due Diligence. Buyer acknowledges and agrees that prior to the execution of this Agreement, Buyer had the opportunity to conduct any due diligence for the Property deemed necessary by Buyer. Seller has provided a title search and property description. Buyer will be responsible for the cost of any title policy, survey or other due diligence Buyer elects to obtain. 5. Taxes and Assessments. Buyer assumes and agrees to pay (a) all assessments for municipal improvements becoming due and payable after the Closing and (b) so much of the real estate taxes and assessments assessed against the Property becoming due and payable in May, 2015 and all real estate taxes arising thereafter. 6. Insurance and Risk of Loss. Insurance on the Property shall be canceled as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any rights appurtenant thereto are damaged or destroyed by fire or other casualty or are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power, or by virtue of any actions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation has been given or is pending at the Closing,then Buyer, at its option,may either(a) cancel this Agreement by written notice to Seller, in which event Escrow Agent shall immediately refund the Deposit to Buyer and neither party than have any further obligation hereunder, or(b) elect to proceed with Closing, in which event the Purchase Price shall (i) in the event of fire or other casualty, be reduced by an amount equal to any sums previously paid or then payable to Seller by Seller's insurance carrier, which sums have not been expended by Seller to restore the Property or(ii), in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof and Seller shall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and choses in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof. 7. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at a location selected by both Seller and Buyer, within thirty (30) days after the execution of this Agreement by Seller and Buyer (the "Closing Date"), unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 8. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d) such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. The limited warranty deed shall be subject to all easements, restrictions and encumbrances of record, all items identified on the title commitment described in the Offer to Purchase, real estate taxes as provided in paragraph 5, all matters which could be discovered by an accurate survey of the property, and all governmental codes, ordinances,restrictions and limitations 9. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now, free and clear of the claims of any other party, except as disclosed in the title commitment or limited warranty deed. 10. Rights and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives,heirs, successors and assigns. 11. Notices. All notices required or permitted to be given hereunder shall be in writing and delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight carrier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 11. Seller. City of Carmel One Civic Square Cannel, IN 46032 Attn: Steve Engelking Buyer: /'t✓P_•-= _e /`�/�'� �—�r �c'- /Z. e. g-zz. /3e/ 4- f- / 42S f e6. Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt or signature acceptance. 12. Condition of Property. It is understood and agreed that the Property is being sold "as is," "where is" and"with all faults"; that Buyer has inspected the Property; and that Seller has made no representation or warranty as to the physical condition or value of the Property. 13. Compliance with Laws. In purchasing and developing the Property, Buyer shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. 14. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants, representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 15. Assignment. Buyer may not assign this Agreement without the written consent of Seller. 16. Complete Agreement. This Agreement represents the entire agreement between Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings,interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 17. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 18. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 19. Use of Brokers. Buyer represents and warrants to Seller that Buyer has dealt with no broker, finder or other person with respect to this Agreement or the transactions contemplated hereby. Seller shall pay any fees due to any broker engaged by Seller. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity obligation shall be deemed to include the payment of reasonable attorneys' fees and court costs incurred in defending any such claim. 20. Attorneys' Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs,expert witness fees and court costs as maybe fixed by the court or jury. 21. Governing Law., Construction. (a) This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof. (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assigns, and none of the provisions of this Agreement are intended to be,nor shall they be construed to be, for the benefit of any third party. 22. Time of the Essence. Time is of the essence for the performance of each and every covenant contained herein. [signatures on following page] f/ f - ..0 lye -acv, By: C Printed: 4'. Title: "BUYER" ACCEPTANCE The undersigned Seller accepts this Offer to Purchase, upon and subject to the terms and conditions set for the herein. Dated this day of ,2014. CITY OF CARIvIEL BY Steve Engelking Director of Administration and Authorized Representative "SELLER" 10401 and I0403 Pennsylvania St PART 4 EXCEPTIONS Instructions To Bidders: 4.1 The Bidder shall fully state each exception taken to the Offer to Purchase in Section 4.3 of this Part. 4.2 Bidder is cautioned that any exception taken by Bidder and deemed by the City of Carmel to be a material qualification or variance from the terms of the Offer to Purchase may result in this Bid being rejected as non-responsive. 4.3 Exceptions: f�G y Gie.e.A's "to/ --e / /i -sz 4 / .1!_/}i4, / f--rte/ ��/'L f /'a- / d e /cam :F. d� a d/- p 3 END OF PART 4, "EXCEPTIONS" s'�✓ BID-5 II 10401 and 10403 Pennsylvania St PART 5 FINANCIAL STATEMENT 5.1 Attachment of Bidder's financial statement is mandatory. Any Bid submitted without said financial statement as required by statute shall thereby be rendered invalid. The financial statement provided hereunder to The City of Carmel must be specific enough in detail so that The City of Carmel can make a proper determination of the Bidder's capability for completing the purchase under the Offer to Purchase if selected. The financial statement shall be consistent with the information requested on the State Board of Accounts Form #IO2, entitled "Standard Questionnaires and Financial Statement for Bidders". III II II END OF STATEMENT" PART 5,"FINANCIAL STATEMENT BID-6 BIDDER'S ITEMIZED PROPOSAL AND DECLARATION Instructions To Bidders: This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts shall be fully and accurately filled in and completed and notarized. Property: 10401 and 10403 Pennsylvania St, Cannel, Hamilton County,Indiana Proposal for Purchase of Real Estate located at 1 0401 and 10403 Pennsylvania St, Cannel, Hamilton County, Indiana Date: I D/c f 20 I'1 To: City of Cannel Board of Public Works and Safety c/o Clerk Treasurer One Civic Square Cannel,Indiana 46032 Attn: Sandy Johnson Steve Engelking III PART 1 BIDDER INFORMATION (Print) 1.1 Bidder Name: U�&7- ht�{?c ses 1.2 Bidder Address: Street Address X i c- C tlO 11/L. _?A City: Ind ir?t/ S State: IN Zip: tAV Phone: 3 i7-x,7,7 - 329/ Fax: Email:e i Zet. too-)no ino:11. COM [Valid email address is required as bidders will be notified by email after November 5,2014 of subsequent bids.l 1.3 Bidder is a/an jmark one] Individual Partnership K' Indiana Corporation Foreign(Out of State) Corporation; State: Joint Venture Other 1.4 [The following must be answered if the Bidder or any of its partners or joint venture parties is a foreign corporation. Note: To do business in or with the City of Carmel, foreign corporations must register with the Secretary of State of Indiana as required by the Indiana General Corporation Act as stated therein and expressed in the Attorney General's Opinion #2, dated January 23, 19581 1. Corporation Name: \A/ g9 pris _s L L. C- 2. Address: � � 0,10 1)(1, 1,,i 111G{(a.rtL iz t:tS in) LM o 3. Date registered with State of Indiana: 2.0 0 9 4. Indiana Registered Agent: Name: eriC, Address: ri .tnyLrS Div01-10 End of Part 1, "Bidder Information" BID-2 PART 2 FAD PROPOSAL 2.1 Purchase Price )110/ OX. [The Purchase Price cannot be less than S138,500.80] END OF PART 2, "BID PROPOSAL" BID-3 PA,RT 3 FER TO PURCHASE 3.1 The Bidder agrees to be bound by the terms and provisions of the attached Offer to Purchase and incorporates such Offer to Purchase herein by reference. END OF PART 3, "OFFER TO PURCHASE" B1D-4 OFFER TO PURCHASE a ► •Y'► ("Buyer") hereby offers and agrees to purchase certain property from the City of armel ("Seiler") as follows: 1. Purchase and Sale. Seller is the owner in fee simple of certain real estate located in Cannel, Hamilton County, Indiana, commonly known as 10401 and 10403 Pennsylvania St, Cannel, Indiana and more particularly described on Exhibit A attached hereto (the "Property"). Seller agrees to sell, and Buyer, as the successful bidder for the Property, agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property (the 'Purchase Price") shall be Al. HO,000 '5` [successful bid amount which shall not be less than One Hundred Thirty-Eight Thousand Five Hundred and 00/100 Dollars($138,500.00)]. 3. PaNnlent of Purchase Price. The Purchase Price shall be paid to Seller as follows: Upon execution of this Offer to Purchase (the "Agreement")by Buyer and Seller, Buyer shall deposit with Seller an earnest money deposit in the amount of p_ ; 00/100 Dollars ($ 114/000 .00)(ten percent(10%)of the Purchase Price) (the"Deposit"). The Deposit shall be in the form of a cashiers or certified check. Such Deposit shall be held, applied, returned or retained in accordance with the terms of this Agreement. If Buyer shall fail or refuse to perform its obligations herein specified, the Deposit shall be retained by Seller as liquidated damages and Seller waives any claim for damages, at law or in equity, and waives any claim for specific performance and agrees that such liquidated damages shall be Seller's sole remedy at law or in equity. The remainder of the Purchase Price, plus or minus any adjustments thereto, shall be paid by Buyer at Closing in cash or other immediately available funds. 4. Due Diligence. Buyer acknowledges and agrees that prior to the execution of this Agreement, Buyer had the opportunity to conduct any due diligence for the Property deemed necessary by Buyer. Seller has provided a title search and property description. Buyer will be responsible for the cost of any title policy,survey or other due diligence Buyer elects to obtain. 5. Taxes and Assessments. Buyer assumes and agrees to pay (a) all assessments for municipal improvements becoming due and payable after the Closing and (b)so much of the real estate taxes and assessments assessed against the Property becoming due and payable in May, 2015 and all real estate taxes arising thereafter. 6. Insurance and Risk of Loss. Insurance on the Property shall be canceled as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any rights appurtenant thereto are damaged or destroyed by fire or other casualty or are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power, or by virtue of any actions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation has been given or is pending at the Closing,then Buyer, at its option,may either(a) cancel this Agreement by written notice to Seller, in which event Escrow Agent shall immediately refund the Deposit to Buyer and neither party shall have any further obligation hereunder, or(b) elect to proceed with Closing, in which event the Purchase Price shall (i) in the event of fire or other casualty, be reduced by an amount equal to any sums previously paid or then payable to Seller by Seller's insurance carrier, which sums have not been expended by Seller to restore the Property or(ii), in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof, and Seller hall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and chases in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof. 7. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at a location selected by both Seller and Buyer, within thirty (30) days after the execution of this Agreement by Seller and Buyer (the "Closing Date"), unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 8. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d) such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. The limited warranty deed shall be subject to all easements, restrictions and encumbrances of record, all items identified on the title commitment described in the Offer to Purchase, real estate taxes as provided in paragraph 5, all matters which could be discovered by an accurate survey of the property, and all governmental codes, ordinances,restrictions and limitations 9. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now, free and clear of the claims of any other party, except as disclosed in the title commitment or limited warranty deed. 10. Rights and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives,heirs,successors and assigns. 11. Notices. All notices required or permitted to be given hereunder shall be in writing and delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight carrier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 11. S City of Carmel One Civic Square Carmel, IN 46032 Arm: Steve Engelking Buyer: w F,n+-ex-fe 65 es ue., Roc (' ht .i l ' .i.. . ; y0 Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt or signature acceptance. 12. Condition of Property. It is understood and agreed that the Property is being sold "as is,""where is" and "with all faults";that Buyer has inspected the Property; and that Seller has made no representation or warranty as to the physical condition or value of the Property. 13. Compliance with Laws. In purchasing and developing the Property, Buyer shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. 14. Survival of Representations. Warranties and Covenants. Each of the obligations, covenants, representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 15. A-ssi gnment Buyer may not assign this Agreement without the written consent of Seiler. 16. Complete A 2reement This Agreement represents the entire agreement between Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 17. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 18. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shalt be construed as if such invalid or unenforceable provision had never been contained herein. 19. Use of Brokers. Buyer represents and warrants to Seller that Buyer has dealt with no bro -./s der or other person with respect to this Agreement or the transactions contemplated hereby. Seller shall pay any fees due to any broker engaged by Seller. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity r►Ca Suv u " rntix1r in '3aJ77 19-1a. obligation shall be deemed to include the payment of reasonable attorneys' fees and court costs incurred in defending any such claim. 20. Attorneys' Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs, expert witness fees and court costs as may be fixed by the court or jury. 21. Governing Law: Constmction. (a) This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assigns, and none of the provisions of this Agreement are intended to be,nor shall they be construed to be,for the benefit of any third party. 22. Time of the Essence. Time is of the essence for the performance of each and every covenant contained herein. [signatures on following page] By: Printed: 17_, ro es ' Ic.. &Mal° Title: Mei,'ler "BUYER" ACCEPTANCE The undersigned Seller accepts this Offer to Purchase, upon and subject to the terms md conditions set for the herein. Dated this day of' -c 2014. CITY OF CARMEL By Steve Engelldng Director of Administration and Authorized Representative "SELLER" 10401 and 10403 Pennsylvania St E Lot Number 13 in Perm-View Heights, First Section, and the North Half of vacated 104th Street, being 25 feet in width by parallel lines with the South line of Lot Number 13 in Penn-View Heights, First Section an Addition in Hamilton County, Indiana, as per plat thereof; recorded in Deed Record 139, pages 355-356 in the Office of the Recorder of Hamilton County, Indiana. Except 10 feet by parallel lines off the entire North side of Lot Number 13 in Penn-View Heights. Further excepting therefrom Twenty-five (25) feet, taken by parallel lines off the entire west side of the described property. 10401 and 10403 Pennsylvania St PART 4 .EXCEPTIONS Instructions To Bidders: 4.1 The Bidder shall fully stare each exception taken to the Offer to Purchase in Section 4.3 of this Part. 4.2 Bidder is cautioned that any exception taken by Bidder and deemed by the City of Carmel to be a material qualification or variance from the terms of the Offer to Purchase may result in this Bid being rejected as non-responsive. 1.3 Exceptions: END F PART 4, "E'XCEPT 'S" BID-5 BIDDER'S ITEMIZED PROPOSAL AND DECLARATION Instructions To Bidders. This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts shall be fully and accurately filled in and completed and notarized. Property: 10401 and 10403 Pennsylvania St, Cannel,Hamilton County,Indiana Proposal for Purchase of Real Estate located at 10401 and 10403 Pennsylvania St, Cannel, Hamilton County, Indiana Date: fFlo✓g 6l c;,0 To: City of Cannel Board of Public Works and Safety c/o Clerk Treasurer One Civic Square Cannel,Indiana 46032 Attn: Sandy Johnson Steve Engelking PART 1 BIDDER INFORMATION (Print) 1.1 Bidder Name: //ri7o rAy MO C7-/L 1.2 Bidder Address: Street Address / (.o City.T/t//)iR,M ,O(--/S State: Zip: 4(). RD Phone:,V 7 /5s- %F02 O Fax: .>��– �L – 1 i5 Z I Email:///fl0EffG a'/ylp6-CeV6, c Oa&tValid email address is required as bidders will be notified by email after November 5,2014 of subsequent bids.], 1.3 Bidder is a/an[mark one] X ,Individual Partnership Indiana Corporation Foreign(Out of State) Corporation;State: Joint Venture Other 1.4 [The following must be answered if the Bidder or any of its partners or joint venture parties is a foreign corporation. Note: To do business in or with the City of Cannel, foreign corporations must register with the Secretary of State of Indiana as required by the Indiana General Corporation Act as stated therein and expressed in the Attorney General's Opinion#2, dated January 23, 1958.] 1. Corporation Name: 2. Address: 3. Date registered with State of Indiana: . k 4. Indiana Registered Agent: ► Name: Address: End of Part 1,"Bidder Information" BID-2 PART 2 BID PROPOSAL 2.1 Purchase Price $ /g9 COO.0.7 -he Purchase Price cannot be less than $138,500.00] END OF PART 2,"BID PROPOSAL" BID-3 PART 3 OFFER TO PURCHASE 3.1 The Bidder agrees to be bound by the terms and provisions of the attached Offer to Purchase and incorporates such Offer to Purchase herein by reference. END OF PART 3, "OFFER TO PURCHASE" BID-4 OFFER TO PURCHASE IDE/��— , a ("Buyer")hereby offers and agrees to purchase certain property from the City of Carmel("Seller')as follows: 1. Purchase and Sale. Seller is the owner in fee simple of certain real estate located in Cannel, Hamilton County, Indiana, commonly known as 10401 and 10403 Pennsylvania St, Cannel, Indiana and more particularly described on Exhibit A attached hereto (the "Property"). Seller agrees to sell, and Buyer, as the successful bidder for the Property, agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be#2,3y o60_ %, [successful bid amount which shall not be less than One Hundred Thirty-Eight Thousand Five Hundred and 00/100 Dollars($138,500.00)]. 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller as follows: Upon execution of this Offer to Purchase(the"Agreement")by Buyer and Seller, Buyer shall deposit with Seller an earnest money deposit in the amount of 77;//Z-/ E t(5 ALi) Aw,VE #uia,e 00/100 Dollars ($/,3. 'MD .00)(ten percent(10%) of the Purchase Price)(the"Deposit"). The Deposit shall be in the form of a cashiers or certified check. Such Deposit shall be held, applied, returned or retained in accordance with the terms of this Agreement. If Buyer shall fail or refuse to perform its obligations herein specified, the Deposit shall be retained by Seller as liquidated damages and Seller waives any claim for damages, at law or in equity, and waives any claim for specific performance and agrees that such liquidated damages shall be Seller's sole remedy at law or in equity. The remainder of the Purchase Price, plus or minus any adjustments thereto, shall be paid by Buyer at Closing in cash or other immediately available funds. 4. Due Diligence. Buyer acknowledges and agrees that prior to the execution of this Agreement, Buyer had the opportunity to conduct any due diligence for the Property deemed necessary by Buyer. Seller has provided a title search and property description. Buyer will be responsible for the cost of any title policy,survey or other due diligence Buyer elects to obtain. 5. Taxes and Assessments. Buyer assumes and agrees to pay (a) all assessments for municipal improvements becoming due and payable after the Closing and(b)so much of the real estate taxes and assessments assessed against the Property becoming due and payable in May, 2015 and all real estate taxes arising thereafter. 6. Insurance and Risk of Loss. Insurance on the Property shall be canceled as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any tights appurtenant thereto are damaged or destroyed by fire or other casualty or are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power,or by virtue of any actions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation has been given or is pending at the Closing,then Buyer, at its option,may either(a) cancel this Agreement by written notice to Seller, in which event Escrow Agent Shall immediately refund the Deposit to Buyer and neither party shall have any further obligation hereunder, or(b) elect to proceed with Cf sin in which event the Purchase Price shall ail ' the event of n + lty be �`-� C,... \J Iu ..... va fir.. or other casualty, reduced by an amount equal to any sums previously paid or then payable to Seller by Seller's insurance carrier, which sums have not been expended by Seller to restore the Property or(ii),in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof and Seller shall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and chases in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof. 7. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at a location selected by both Seller and Buyer, within thirty (30) days after the execution of this Agreement by Seller and Buyer (the "Closing Date"), unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 8. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d)such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. The limited warranty deed shall be subject to all easements, restrictions and encumbrances of record, all items identified on the title commitment described in the Offer to Purchase, real estate taxes as provided in paragraph 5, all matters which could be discovered by an accurate survey of the property, and all governmental codes,ordinances,restrictions and limitations 9. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now, free and clear of the claims of any other party, except as disclosed in the title commitment or limited warranty deed. 10. Rights and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives,heirs,successors and assigns. 11. Notices. All notices required or permitted to be given hereunder shall be in writing and delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight carrier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 11. Seller: City of Cannel One Civic Square Carmel,IN 46032 Attn: Steve Engelking Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt or signature acceptance. 12. Condition of Property. It is understood and agreed that the Property is being sold "as is,""where is" and"with all faults";that Buyer has inspected the Property; and that Seller has made no representation or warranty as to the physical condition or value of the Property. 13. Compliance with Laws. In purchasing and developing the Property, Buyer shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. 14. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants, representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 15. Assignment. Buyer may not assign this Agreement without the written consent of Seller. 16. Complete Agreement. This Agreement represents the entire agreement between Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations,understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 17. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 18. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 19. Use of Brokers. Buyer represents and warrants to Seller that Buyer has dealt with no broker)finder or other person with respect to this Agreement or the transactions contemplated hereby. Seller shall pay any fees due to any broker engaged by Seller. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity H 2. 77//P 1//rigE� A. Ls 14 K LLEI2 W/ Lh i S CH cry N1 160 ,2 66 3-1 72J. /A,v/4 L/c /S� /ZB p-/0,--/b7 7 0 X 7 obligation shall be deemed to include the payment of reasonable attorneys' fees and court costs incurred in defending any such claim. 20. Attorneys' Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation., warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs,expert witness fees and court costs as may be fixed by the court or jury. 21. Governing law; Construction. (a) This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof. (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assigns, and none of the provisions of this Agreement are intended to be,nor shall they be construed to be,for the benefit of any third party. 22. Time of the Essence. Time is of the essence for the performance of each and every covenant contained herein. [signatures on following page] By � �l Printed: 7 mast y _'44d E/-i L— Title: '`'A / "BUYER" ACCEPTANCE The undersigned Seller accepts this Offer to Purchase, upon and subject to the terms and conditions set for the herein. Dated this day of ,2014. CITY OF CARMEL By Steve Engelldng Director of Administration and Authorized Representative "SELLER" 10401 and 10403 Pennsylvania St EXHIBIT A Lot Number 13 in Penn-View Heights, First Section, and the North Half of vacated 104th Street, being 25 feet in width by parallel lines with the South line of Lot Number 13 in Penn-View Heights, First Section an Addition in Hamilton County, Indiana, as per plat thereof, recorded in Deed Record 139, pages 355-356 in the Office of the Recorder of Hamilton County, Indiana. Except 10 feet by parallel lines off the entire North side of Lot Number 13 in. Penn-View Heights. Further excepting therefrom Twenty-five (25) feet, taken by parallel lines off the entire west side of the described property. 10401 and 10403 Pennsylvania St PART 4 EXCEPTIONS Instructions To Bidders: 4.1 The Bidder shall fully state each exception taken to the Offer to Purchase in Section 4.3 of this Part. 4.2 Bidder is cautioned that any exception taken by Bidder and deemed by the City of Carmel to be a material qualification or variance from the terms of the Offer to Purchase may result in this Bid being rejected as non-responsive. 4.3 Exceptions: N � . END OF PART 4,"EXCEPTIONS" BID-5 • BIDDER'S ITEMIZED PROPOSAL AND DECLARATION Instructions To Bidders: This form shall be utilized by all Bidders. Except as otherwise specifically provided, all Parts shall be fully and accurately filled in and completed and notarized. Property: 10401 and 10403 Pennsylvania St, Cannel, Hamilton County, Indiana Proposal for Purchase of Real Estate located at 10401 and 10403 Pennsylvania St, Cannel, Hamilton County, Indiana Date: /1 - % - To: City of Carmel Board of Public Works and Safety c/o Clerk Treasurer One Civic Square Cannel, Indiana 46032 Attn: Sandy Johnson Steve Engelking PART 1 BIDDER INFORMATION (Print) 1.1 Bidder Name: �i P O'N/af'Dr�/ 1.2 Bidder Address: Street Address // g / kit-iti L0 C K 5 City: C Lr State: Zip: '/bt2 Phone: 317 91(4(- 706r2 Fax: si 7- '8 /4 - `/a C2 r Email: 1∎10 OAJ T hl7 AR,� QValid email address is e9 r uired as bidders will be notified by email after November 5, 2014 of subsequent bids. NOM i+ONY 1\11)/ RIZ: c 1.3 Bidder is a/an[mark one] /Individual Partnership Indiana Corporation Foreign(Out of State) Corporation; State: Joint Venture Other 1.4 [The following must be answered if the Bidder or any of its partners or joint venture parties is a foreign corporation. Note: To do business in or with the City of Cannel, foreign corporations must register with the Secretary of State of Indiana as required by the Indiana General Corporation Act as stated therein and expressed in the Attorney General's Opinion #2, dated January 23, 1958.] 1. Corporation Name: 2. Address: 3. Date registered with State of Indiana: 4. Indiana Registered Agent: Name: Address: End of Part 1, "Bidder Information" BID-2 PART 2 BID PROPOSAL ©o 2.1 Purchase Price $ /*), DIV [The Purchase Price cannot be less than $138,500.00] END OF PART 2, "BID PROPOSAL" BID-3 PART 3 OFFER TO PURCHASE 3.1 The Bidder agrees to be bound by the terms and provisions of the attached Offer to Purchase and incorporates such Offer to Purchase herein by reference. END OF PART 3, "OFFER TO PURCHASE" BID-4 OFFER TO PURCHASE o'M t0' o-o l` ,, a ("Buyer") hereby offers and agrees to purchas certain property from the City of Carmel ("Seller") as follows: 1. Purchase and Sale. Seller is the owner in fee simple of certain real estate located in Carmel, Hamilton County, Indiana, commonly known as 10401 and 10403 Pennsylvania St, Carmel, Indiana and more particularly described on Exhibit A attached hereto (the "Property"). Seller agrees to sell, and Buyer, as the successful bidder for the Property, agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be f&kt) J 6) [successful bid amount which shall not be less than One Hundred/Thirty-Eight Thousand Five Hundred and 00/100 Dollars ($138,500.00)]. 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller as follows: Upon execution of this Offer to Purchase (the "Agreement") by Buyer and tiller Buyer shall deposit with Seller an earnest money deposit in the amount of.- 144 c.q/1 youLikk mo,fi 00/100 Dollars($j e .00) (ten percent(10%) of the Purchase Price) (the 4Deposit"). The Deposit shall be in form of a cashiers or certified check. Such Deposit shall be held, applied, returned or retained in accordance with the terms of this Agreement. If Buyer shall fail or refuse to perform its obligations herein specified, the Deposit shall be retained by Seller as liquidated damages and Seller waives any claim for damages, at law or in equity, and waives any claim for specific performance and agrees that such liquidated damages shall be Seller's sole remedy at law or in equity. The remainder of.the Purchase Price, plus or minus any adjustments thereto, shall be paid by Buyer at Closing in cash or other immediately available funds. 4. Due Diligence. Buyer acknowledges and agrees that prior to the execution of this Agreement, Buyer had the opportunity to conduct any due diligence for the Property deemed necessary by Buyer. Seller has provided a title search and property description. Buyer will be responsible for the cost of any title policy, survey or other due diligence Buyer elects to obtain. 5. Taxes and Assessments. Buyer assumes and agrees to pay (a) all assessments for municipal improvements becoming due and payable after the Closing and (b) so much of the real estate taxes and assessments assessed against the Property becoming due and payable in May, 2015 and all real estate taxes arising thereafter. 6. Insurance and Risk of Loss. Insurance on the Property shall be canceled as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any rights appurtenant thereto are damaged or destroyed by fire or other casualty or are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power, or by virtue of any actions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation has been given or is pending at the Closing, then Buyer, at its option, may either(a) cancel this Agreement by written notice to Seller, in which event Escrow Agent shall immediately refund the Deposit Buyer and neither ep to party shall have any further obligation hereunder, or (b) elect to proceed with Closing, in which event the Purchase Price shall (i) in the event of fire or other reduced by an amount equal to any sums previously paid or then payable to Seller by Se be insurance carrier, which sums have not been expended by Seller to restore the Property or (ii), in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof, and Seller shall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and choses in action which may by virtue of such taking, appropriation or action or proceeding in lieu thereof. y 7. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at a location selected by both Seller and Buyer, within thirty (30) days after execution of this Agreement by Seller and Buyer (the "Closing Date"), unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 8. Closin Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d) such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. The limited warranty deed shall be subject to a?I easements restrictions ad encumbrances items identified on the title commitment described in the Offer to Purchase, real estate taxes all provided in paragraph 5, all matters which could be discovered by an accurate survey of the property, and all governmental codes, ordinances, restrictions and limitations 9. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now, free and clear of the claims of any other party, except as disclosed in the title commitment or limited warranty deed. 10. Riahts and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives, heirs, successors and assigns. p 11. Notices. All notices required or permitted to be given hereunder shall be in writing and delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight carrier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 11. Seller: City of Carmel One Civic Square Carmel, IN 46032 Attn: Steve Engelking Buyer: /1 I C7 Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt or signature acceptance. 12. Condition of Property. It is understood and agreed that the Property is being sold "as is," "where is" and"with all faults"; that Buyer has inspected the Property; and that Seller has made no representation or warranty as to the physical condition or value of the Property. 13. Compliance with Laws. In purchasing and developing the Property, Buyer shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. 14. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants, representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 15. Assignment. Buyer may not assign this Agreement without the written consent of Seller. 16. Complete Agreement. This Agreement represents the entire agreement between P gr n Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 17. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 18. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 19. Use of Brokers. Buyer represents and warrants to Seller that Buyer has dealt with a broker, finder or other person with respect to this Agreement or the transactions contemplated hereby. Seller shall pay any fees due to any broker engaged by Seller. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity "4'4 Z. obligation shall be deemed to include the payment of reasonable attorneys' fees and court costs incurred in defending any such claim. 20. Attorneys' Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs, expert witness fees and court costs as may be fixed by the court or jury. 21. Governing Law; Construction. (a) This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof. (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assigns, and none of the provisions of this Agreement are intended to be,nor shall they be construed to be, for the benefit of any third party. 22. Time of the Essence. Time is of the essence for the performance of each and every covenant contained herein. [signatures on following page] By: a'1.0 Printed: 7\ 1 1 Z (ll`7117' Title: "BUYER" ACCEPTANCE The undersigned Seller accepts this Offer to Purchase, upon and subject to the terms and conditions set for the herein. Dated this day of , 2014. CITY OF CARMEL By: Steve Engelking Director of Administration and Authorized Representative "SELLER" 10401 and 10403 Pennsylvania St EXHIBIT A Lot Number 13 in Penn-View Heights, First Section, and the North Half of vacated 104th Street, being 25 feet in width by parallel lines with the South line of Lot Number 13 in Penn-View Heights, First Section an Addition in Hamilton County, Indiana, as per plat thereof, recorded in Deed Record 139, pages 355-356 in the Office of the Recorder of Hamilton County, Indiana. Except 10 feet by parallel lines off the entire North side of Lot Number 13 in Penn-View Heights. Further excepting therefrom Twenty-five (25) feet, taken by parallel lines off the entire west side of the described property. 10401 and 10403 Pennsylvania St PART 4 EXCEPTIONS Instructions To Bidders: 4.1 The Bidder shall fully state each exception taken to the Offer to Purchase in Section 4.3 of this Part. 4.2 Bidder is cautioned that any exception taken by Bidder and deemed by the City of Carmel to be a material qualification or variance from the terms of the Offer to Purchase may result in this Bid being rejected as non-responsive. 4.3 Exceptions: END OF PART 4, "EXCEPTIONS" BID-5