Loading...
HomeMy WebLinkAboutPurchase Agreement 1030 S Rangeline RoadPURCHASE AGREEMENT BETWEEN THE CITY OF CARMEL AND ASH REALTY CO., INC: WHEREAS, Ash Realty Co., Inc., (hereinafter referred to as "Ash"), is the owner of certain real estate located in theCity of Carmel, Hamilton County, Indiana, whicl, it is desirous of selling; and WHEREAS, the City of Carmel (hereinafter referred to as "Carmel"), is desirous of buying Ash's real estate; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants;,, conditions, and terms contained herein, the partiesagree as F follows: I. Purchase Price. is (a) Carmel agrees to purchase from Ash certain real: estate located at 1030 South Rangeline Road, Carmel, Hamilton County, Indiana, commonly known as Carmel Square Centre, the •- legal description of which is attached as Exhibit "A", and.'- --.- including all improvements thereto, either permanently installed or which belong to or are used in connection with the real estate, wherever located, including, but not limited to electrical or gas fixtures, heating equipment, hot water heater, water softener, window shades and blinds, curtains and draperies, window screens, storm doors, awnings, television and radio. antennae, landscaping, outbuilding or structures, all plans, as built drawings and specifications, architectural and engineering designs, warranties, air conditioning units, and any other personal property or fixtures, whether movable or immovable, for the purchase price of One Million One Hundred Thousand Dollars ($1,100,000.00), and Ash agrees to sell said property -to Carmel for that purchase price. (b) Ash shall deliver to Carmel, at closing, goocUand marketable title, as evidenced by an owner's policy of title.:l:: insurance issued by a title insurance company satisfactory to Carmel, at Ash's expense. The title policy shall insure good and marketable title to the real estate in the name of the City of Carmel, Indiana, and/or its assignee, if any, after delivery of a Warranty Deed and Vendor's Affidavit, free and clear of all liens and encumbrances, except the following permitted exceptions: 1. Taxes and assessments not yet due and payable; 2. Zoning regulations, ordinances and other governmental restrictions affecting the real estate; 3. Covenants, conditions, agreements, restrictions, and easements of record as of the date of closing; 4. Rights of way of record; 5. Any encumbrances, easements, encroachments, violations of restrictions, conditions, agreement, or ordinances or other matters permitted or caused by Carmel; 6. Approval may be subject to any financing agency, agent, cr institution which assists Carmel, whether :in whole or in part, in the purchase of the real estate. II. Contingencies to Purchase of the Real Estate. A. In addition to the contingencies contained in paragraph I above, the parties agree that a closing will be had no later than December 31, 1990 unless otherwise agreed in writing between the parties. B. Carmel shall complete all inspections which it deems necessary to assure itself of the condition of the real estate and structures located thereon no later than forty-five (45) days from the date of the execution of this Agreement. Ash agrees to provide any and all information it has in its possession, which Carmel may request, in order to facilitate Carmel's inspection. The parties specifically understand and agree that the property is being sold "where is/as is" and no warranty as to fitness for purpose, or condition of the property, is being made by Ash. C. As soon as practical, but at no time later than thirty (30) days after the date of execution of this Agreementr, Ash shall furnish to Carmel, at Ash's expense, a staked survey,of the real estate conforming to the Indiana minimum standards for land title surveys, certified by a land surveyor registered in the State of Indiana, as of a current date (or a recertification to the title insurance company showing the location of walls, fences, and the like, the location of all encroachments, either upon such real estate or from the real estate encroaching on. adjacent property), all in form and substance acceptable to the title insurance company to enable the title company to delete the general survey exception. D. Carmel shall be entitled to inspect the real estate and structures located thereon, at its own expense, and shall have right of access to the real estate at any reasonable time to conduct such inspections. In the event any inspection conducted by or on behalf of Carmel evidences a condition unacceptable to Carmel, Carmel shall have the option to enter into further negotiations with Ash to resolve the defect or terminate this Agreement. E. Ash will furnish at its expense an environmental impact statement, commonly known as a Phase I, showing no hazardous material exists on, in, or under the subject real estate, either through construction of any structures located on the real estate, or materials having been placed on or into the subject real estate. F. Bond Financing. The parties acknowledge that Carmel will finance the purchase of the real estate through the issuance of a bond anticipation note, or similar financing device. In the event Carmel is unable to take out the bond anticipation note by an appropriate financing vehicle within the statutory period provided for said financing, then, Carmel shall be obligated to reconvey to Carmel's Lender the real estate, together with any and all improvements thereon. It is understood and agreed by the parties that conveyance of title from Ash to Carmel may occur at a closing prior to the completion of Carmel's permanent financing. G. Risk of loss or damage to the property by fire or otherwise, until delivery of deed and affidavit to Carmel, shall be assumed by Ash. Ash shall cancel this insurance upon transfer of the property to Carmel, as of the closing date, and risk of loss shall shift to Carmel. Carmel shall be entitled to have right of immediate possession of the property on the date of closing pursuant to this Agreement. H. Any broker's fees, finder's fees, realtor's fees, or similar fees, shall be paid by Ash from the purchase price. I. Carmel agrees that until it has satisfied its financial obligation to Lender, it will condition any lease it may execute with another for rental of space in the real estate to provide that its lease may be terminated by Lender, at its election, if the real estate is reconveyed by Carmel to Lender. J. Failure of Conditions. In the event any of the foregoing conditions contained herein are not satisfied prior to or at the closing date, or otherwise waived by Carmel, in writing, this Agreement shall be terminated and the parties shall not be further obligated to each other. III. Miscellaneous Provisions. A. This Agreement shall be interpreted pursuant to the laws of the State of Indiana and the parties hereto agree that the Superior or Circuit Court of Hamilton County is the court of proper jurisdiction and venue. B. Assignment. It is understood by and between the parties that Carmel may assign to the Carmel Civic Square Building Corporation, an Indiana Not -For -Profit Corporation, its right, title, interest and duties under this Purchase Agreement at any time prior to closing. DATED: MG'. / (IA) ATTESTATION: S AN R': JONES erk-Treasurer DATED: /0 -- DOROTHY J/ PIANCOCK, Mayor City of Carmel, Indiana ASH REALTY CO., INC. 4s z AMES P. Mc ALLISTER DULY AUTHORIZED REPRESENTATIVE This Instrument Prepared By: Stephen K. Andrews, City Attorney, One Civic Square, Carmel, Indiana 46032.