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HomeMy WebLinkAbout131st Street - Street Department - Lacey Purchase Agreement and HUD StatementUtilities Department tine Ttem 02-3030-40 P.O. #W04329 Not To Exceed $1,050;500.00 47193.ot May 7, 2W7 APPROVED, AS TO FORM BY: REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTA 1'b PURCHASE AGREEMENT ("Agreement") is executed as of the /S1' day of ?WI) , 2002 (the "Agreement Date"), by and between JUDITH A. LACY, as Trustee of the JUDITH A. LACY REVOCABLE TRUST U/A September 25, 1995 ("Seller"), and the CITY OF CARMEL, INDIANA whose address is One Civic Square, Carmel, Indiana 46032 ("Buyer"), who acknowledge that the following facts are true: A. Seller is the owner in fee simple of certain real estate located in Hamilton County, Indiana consisting of approximately 30 acres at the northeast comer of Shelborne Road and 130 Street, as more particularly described in the attached Exhibit A, which is incorporated herein by reference (the "Property"); and B. Buyer desires to purchase, and Seller desires to sell the Property; C. Buyer intends to develop a water tower, and other facilities on the Property; AND, in consideration of the mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller agrees to sell, and Buyer 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 One Million Fifty Thousand Five Hundred Dollars ($1,050,500.00). 3. Payment of Purchase Price. (a) Within fifteen (15) days of the Agreement Date, Buyer shall deliver the sum of Forty Thousand Dollars ($40,000.00) to Hamilton Title Security, LLC, Carmel, Indiana (the "Title Company") as earnest money (the "Earnest Money"). The Earnest Money shall secure Buyer's performance of this Agreement. In the event of a default by Buyer in the performance of its obligations hereunder, the Earnest Money shall be retained by Seller as Seller's sole and exclusive remedy. In the event the Closing has not occurred by July 31, 2002, Buyer shall make a second deposit to the Title Company in the amount of Forty Thousand Dollars ($40,000.00) (the "Additional Earnest Money"). The Additional Earnest Money (together with any interest eamed) shall be part of the Earnest Money and applied or retained by Seller as provided herein. The Eamest Money shall be nonrefundable to Buyer, but shall be applied in full to the Purchase Price at Closing. Notwithstanding the foregoing, in the event Seller defaults on its obligations hereunder, the Earnest Money shall be returned to Buyer. 0 At Seller's request, Title Company shall deposit the Earnest Money in a separate interest bearing account with an insured financial institution with offices in Hamilton County, Indiana, reasonably acceptable to Seller and Buyer. Interest, if any, which accrues on the Earnest Money shall be payable to Seller in addition to the Purchase Price, unless the Earnest Money is returned to Buyer as a result of Seller's default hereunder, in which case such interest shall be paid to the Buyer. (b) On closing this transaction Buyer shall pay the Purchase Price, plus or minus any prorations and adjustments made pursuant to this Agreement, and less the Earnest Money, to Seller in immediately available funds. 4. Conditions. Buyer's obligations under this Agreement are subject to the satisfaction (or waiver in writing by Buyer) of the conditions in this paragraph 4 on or before July 31, 2002 (except with respect to the condition specified in subparagraph (a), below, which date shall be September 30, 2002) (the "Satisfaction Date"). If the conditions set forth below remain unsatisfied or have not been waived by the Satisfaction Date, Seller shall retain the Earnest Money as its sole and exclusive remedy and this Agreement shall be void and of no further force and effect. Prior to the execution of this Agreement, Buyer has completed certain due diligence pursuant to a Right of Entry Agreement by and between Buyer and Seller. (a) Financing. Buyer shall have obtained financing acceptable to Buyer, in its reasonable discretion, for its acquisition and development of the Property, which financing may include but is not limited to Buyer obtaining (i) consents and approvals of all applicable municipal bodies, (ii) federal, state or local grants, or (iii) approval for the issuance of bonds. (b) Approvals. Buyer shall have obtained any and all necessary resolutions, consents or other approvals allowing Buyer's purchase of the Property pursuant to the terms set forth herein. (c) Title and Survey. Seller shall assist and cooperate with Buyer to resolve those title and survey issues set forth in a letter dated April 24, 2002, a copy of which is attached hereto as Exhibit B (collectively, the "Objections"). 5. Seller's Title. (a) Buyer has obtained a commitment for an owner's policy of title insurance (the "Title Commitment") issued by the Title Company as commitment number 2020711. The Title Company shall insure, for the full amount of the Purchase Price, merchantable title to the Property in the name of Buyer, free from the Schedule B standard printed exceptions and all other exceptions (except those exceptions approved by Buyer) after delivery of the deed required in Paragraph 11 hereof to Buyer from Seller. The Title Company shall affirmatively insure access from the Property, shall affirmatively insure any appurtenant easements and shall issue any other title endorsements requested by Buyer. The Title Commitment shall be updated prior to the Closing to reflect the state of the title not more than ten (10) days prior to the Closing. In the event the update to the Title Commitment includes exceptions which were not part of the original Title Commitment, Seller shall assist Buyer in resolving such exceptions to Buyer's reasonable satisfaction. Buyer shall pay any and all costs and expenses related to the title insurance, including all search fees, the premium for the policy and all endorsements issued pursuant to the Title Commitment. Any closing fee charged by the Title Company shall be paid by Buyer. (b) Except for the Objections, the Title Commitment is acceptable to Buyer. 6. Survey. Buyer has obtained a survey of the Property prepared by American Consulting Engineers dated March 15, 2002 (the "Survey"). 7. Cooperation of Seller. Prior to Closing, Seller shall assist Buyer and its representatives, whenever reasonably requested by Buyer, and at Buyer's reasonable cost, in obtaining information about the Property. 8. Taxes and Assessments. Buyer will assume and agree to pay real estate taxes and assessments due and payable in November, 2002, and thereafter. Seller shall pay such taxes due in May, 2002. 9. Insurance and Risk of Loss. Insurance on the Property shall be cancelled by the Seller 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 taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority (other than Seller) 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 neither party shall have any further obligation hereunder, or (b) elect to proceed with Closing, in which event the Purchase Price shall be reduced by an amount equal to any sums previously paid or then payable to Seller 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, demands, actions and chooses in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof; provided, however, that until the earlier of (i) Closing or (ii) termination of this Agreement, Seller shall not make any voluntary settlement or agreement regarding any taking, appropriation or action or proceeding in lieu thereof with any condemning authority without first obtaining Buyer's written consent to such settlement or agreement. 10. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at the office of the Title Company or another location selected by both Seller and Buyer, within fifteen (15) days after the satisfaction or waiver of the conditions contained in Paragraph 3 4 hereof (the "Closing Date"), but no later than September 30, 2002 unless Buyer and Seller shall agree in writing upon a different date for the Closing_ 11. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a trustee's deed conveying the Property to Buyer free and clear of all liens and encumbrances except such as have been approved by Buyer, as evidenced by Buyer's payment of the Purchase Price, (b) a Vendor's Affidavit in a form satisfactory to the Buyer and the Title Insurer, (c) a Certification of Non -Foreign Status pursuant to Section 1445(b)(2) of the Internal Revenue Code, (d) an IRS Form 1099S Disclosure Statement (if required under the Internal Revenue Code), (e) a closing statement, (f) a certificate stating that no disclosure document is required under the Indiana Responsible Property Transfer Law, (g) an Indiana Disclosure of Sales Information Form and (h) such other instruments, certificates or affidavits as may be provided herein or as Buyer or Title Company may reasonably request to effect the intention of the parties hereunder. 12. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in the same condition as it is now, free and clear of the claims of any other party except as set forth in this Paragraph 12. (a) Seller is currently renting the house located on the Property to Schawna L. Dennis ("Tenant") pursuant to a written lease, dated January 12, 2000 (the "Residential Lease"). If Tenant is in possession of such house as of the Closing, the rights and obligations of Seller under the Residential Lease shall be assigned to and assumed by Buyer at Closing, including liability for the security deposit made by such tenant in the amount of $650.00 (for which Buyer shall receive a credit at Closing). In such event, Buyer shall reimburse Seller for the approximate cost of 250 gallons of propane gas, which Buyer has the right to recover from such tenant, which reimbursement shall not exceed $275.00. Prior to Closing, Seller shall notify the tenant under the Residential Lease of the anticipated sale of the Property to Buyer. Buyer shall provide ninety (90) days' written notice to tenant of its intention to begin development on the Property and that tenant must prior thereto vacate the Property and improvements thereon (the `Tenant Notice"). Buyer shall copy Seller with the Tenant Notice at the time such is delivered to tenant. (b) Within ninety (90) days' from the Closing (in the event Tenant has vacated the Property prior to Closing), or within thirty (30) days after the Tenant has vacated the Property after receipt of the Tenant Notice, Seller may (i) remove only those trees that are growing upon the Property as further described in and shown on Exhibit C and (ii) remove the mini -barn that is located upon the Property as shown on Exhibit C. If Seller fails to remove either the trees or the mini -barn within such period, Seller shall have no further right to remove the trees or the mini -barn. Seller shall restore any damage to the Property resulting from the entry of Seller or its agents. Seller shall indemnify and hold Buyer harmless from any loss or damage, including attorneys' fees, which Buyer may incur as a result of Seller's exercise of Seller's rights under this Paragraph. 4 (c) Seller is a party to a certain farm lease agreement, dated December 5, 2001, with E. Brent Smith and Tricia Smith (the "Farm Lease"). Upon complete execution of this Agreement, and in no event later than the date on which Buyer has the right to enter up on the Property under Paragraph 13, below, Buyer shall pay to the tenant under the Farm Lease such amount as is acceptable to such tenant and Buyer to terminate the Farm Lease. Seller shall execute such documents as are reasonably necessary to terminate the Farm Lease. 13. Right of Entry. Buyer and Seller hereby agree that, prior to Closing and after termination of the Farm Lease, Seller will allow Buyer to enter upon the Property to commence construction in accordance with the provisions of this Paragraph 13. Seller hereby agrees that Buyer and its agents have the right to enter upon the Property from and after the later of: (a) May 15, 2002; or (b) the date on which Buyer deposits the first installment of Earnest Money, to begin construction activities and that Buyer shall pay all costs associated with such construction and the exercise of its rights hereunder. This right shall expire automatically on September 30, 2002 unless the parties have agreed to extend the Closing Date. Seller shall not be responsible for and Buyer hereby releases and agrees to indemnify and hold Seller from and against all obligations, liabilities, damages, injuries, claims, lawsuits, costs and expenses including attorneys' fees incurred in connection with or arising out of the work performed by Buyer or any of its employees, agents, contractors, licensees or invitees on the Property prior to the transfer of the Property to Buyer, including but not limited to mechanic's liens, damage to the Property and third -party claims. During the term of this Agreement, Buyer shall maintain or cause its contractors to maintain liability insurance coverage covering bodily injury, death and property damage with respect to or arising out of Buyer's activities on the. Property, naming Seller as an additional insured. Such liability insurance shall have coverage limits of not less than One Million Dollars ($1,000,000.00) for death or bodily injury and Five Hundred Thousand Dollars ($500,000.00) for property damage for any one occurrence, and shall not be subject to cancellation without thirty (30) days prior written notice to Seller. In the event the Property is not conveyed to Buyer on September 30, 2002 (or such later date as the parties may have agreed), Buyer agrees, at Seller's election, to restore the Property to substantially the same condition as existed prior to Buyer exercising its rights under this Paragraph 13 or to leave the improvements as may have been constructed or installed by Buyer for the benefit of Seller. Buyer's exercise of its rights hereunder shall be subject to the requirements of Paragraph 12 with respect to the rights of tenants. 14. 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. 15. Notices. All notices required or permitted to be given hereunder shall be in writing and delivered either in person or by certified or registered first-class prepaid mail, return receipt requested, to Seller or Buyer at their respective addresses set forth below, or at such other 5 address, notice of which may have been given to the other party in accordance with this Paragraph 15. Seller: Copy to: Buyer: Copy to: Judith A. Lacy, Trustee of the Judith A. Lacy Revocable Trust U/A September 25, 1995 c/o Greg Lacy 8780 Purdue Road, Suite 1 Indianapolis, IN 46268 Stark Doninger & Smith 50 South Meridian Street, Suite 700 Indianapolis, Indiana 46204 Attn: Lewis E. Willis, Jr., Esq. City of Carmel One Civic Square Carmel, Indiana 46032 Attention: John Duffy Bose McKinney & Evans, LLP 600 East 96th Street, Suite 500 Indianapolis, Indiana 46240 Attn: Tammy K. Haney, Esq. 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. 16. Representation Regarding Hazardous Waste. Seller hereby warrants and represents to Buyer that to the best of Sellers knowledge, (a) the Property is not "property" under the Indiana Responsible Property Transfer Law (I.C. 13-7-22.5), and no Environmental Disclosure Document need be provided pursuant thereto; (b) the Property is not in any way contaminated with any hazardous substance; (c) the Property does not appear on any state or federal CERCLA (Comprehensive Environmental Responsibility, Compensation, and Liability Act or Superfund) lists; (d) there is no asbestos or PCP's on the Property; (e) there are no underground storage tanks on the Property other than underground storage tanks associated with an existing septic system serving the house on the Property and/or a residential fuel oil tank serving the house on the Property; (1) neither Seller nor any of Seller's employees, agents, licensees or invitees have placed or permitted the placement of any hazardous substances in, on or over the Property; (g) no other party has placed any hazardous substances in, on or over the Property; (h) the Property has not been used as a plant or site where hazardous substances are subjected to treatment, storage, disposal or recovery; (i) the Property is not subject to any federal, state or local "Superfund" lien, proceedings, claim, liability or action, or the threat or likelihood thereof, for the clean-up, removal or remediation of any such hazardous substance from the 6 Property; and (j) by acquiring the Property, Buyer will not incur or be subjected to any liability for the clean-up, removal or remediation of any hazardous substance from the Property or any liability, cost or expense for the removal of any underground storage tank from the Property. This representation shall terminate as of the Closing. 17. Further Representations and Warranties of Seller. Seller hereby represents and warrants, which representations and warranties shall expire as of the Closing, that: (a) Seller has full power and authority to enter into and consummate the transaction contemplated by this Agreement, and all consents and approvals necessary therefor have been obtained. (b) The execution, delivery and performance by Seller of its obligations under this Agreement will not conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulations, judgment, decree or order by which the Seller is bound, or by any of the provisions of any contract to which the Seller is bound, or, if Seller is not an individual, by the Seller's declaration of trust, certificate of incorporation, bylaws or partnership agreement, as the case may be. (c) Seller has, as of the Agreement Date, and will have as of the date of the Closing, good, marketable and indefeasible title to the Property, subject only to those exceptions shown on the Title Commitment, the Residential Lease and the Farm Lease. (d) To Seller's knowledge, there is no litigation or proceeding pending or threatened against or relating to Seller, the Property or the use thereof, nor does Seller know of or have reasonable grounds to know of any basis for any such action or claim. (e) There arc no liens or other encumbrances against the Property which will remain after the Closing, except as reflected on the Title Commitment. (1) To Seller's knowledge, all necessary rights-of-way for all roads referenced on the Survey delivered to Buyer or obtained by Buyer have been either acquired by Seller or have been dedicated to public use and accepted by the appropriate governmental authority for public use and maintenance. (g) Electricity and telephone service are available for connection on the Property. Gas, water and sewer service are not available for connection on the Property. (h) To Seller's knowledge, there are no covenants, agreements, restrictions or other arrangements or understandings (whether in writing or of record) respecting the Seller, the Property, or the use or possession of the Property which would require payment by Buyer to any person, owners' association or other entity of or for shared easements, improvements, utilities or services; provided, however, in the event any such 7 covenant, agreement, restriction or other arrangement or understanding exists and has been approved in writing by Buyer, Seller shall pay at or prior to closing all amounts accruing or becoming due and payable on or prior to Closing, and any regular periodic payments thereunder accruing in the year of Closing shall be prorated to the date of Closing. (i) No mechanic or materialmen shall claim a lien against the Property for labor or materials furnished with respect to improvements on the Property for work done on behalf of Seller prior to Closing. (j) As of the Closing, any and all leases for the Property will have been terminated and no other party shall have any claim, right or interest in or to the Property except as set forth in Paragraph 12. 18. Assignment. Buyer may assign this Agreement and all of its interests herein to an entity created for and/or charged with the development, maintenance and operation of water and/or sanitary sewer service and facilities in the Carmel, Clay Township, Hamilton County, Indiana, area without the consent of Seller. Upon such assignment or nomination, the assignee or nominee shall have and be subject to all the rights, benefits, duties and obligations of Buyer hereunder; provided Buyer shall not be released from such liability or obligations hereunder. 19. 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. 20. 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. 21. 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. 22. Use of Brokers. Each party represents and warrants to the other that it has dealt with no broker, finder or other person with respect to this Agreement or the transactions contemplated hereby. 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 attorney's fees and court costs incurred in defending any such claim. 8 23. 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 nonprevailing 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. 24. 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. (e) Seller and Buyer hereby acknowledge that upon execution by all parties this Agreement is and will remain a public record under applicable laws, rules and ordinances. 25. Exchange Provisions. Buyer, at Seller's request and expense, shall cooperate with Seller so that Seller may disposebf the Property in a transaction intended to qualify in whole or in part as a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended; provided that Buyer shall not be required to incur any additional expense or liability, or to acquire title to any other parcel of real property, or to delay Closing to accommodate such exchange. Seller shall indemnify and hold Purchaser harmless from and against any and all claims, demands, causes of action, losses, liabilities, costs and expenses, including attorney's fees, incurred or suffered by Buyer and arising out of or in connection with Buyer's participation in such exchange. 26. Ameritech Easement. Seller has received notice of Ameritech's desire to obtain an easement across the Property. Seller and Buyer agree that Buyer shall negotiate with 9 Ameritech regarding such easement request and Seller shall have no rights or obligations related thereto. 27. Naming Rights. Buyer anticipates construction of certain public utility improvements upon the Property, including a water tower. Buyer agrees that the water tower shall bear the name "Keith and Verle Wiggam" on a plaque of acknowledgement or memorial to be installed at the base of the water tower, which form of acknowledgment or memorial shall be reasonably acceptable to Seller. • IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written. 10 JUDITH A. LACY REVOCABLE TRUST udith acy, Trustee "SELLER" City of Carmel by and through its Board of Public Works and Safety By <uc / C3ru-�� 1 es Brait}jrd, Mayor Date: �5" O`Z By Mary Ann Bu Date: n e, Member S -1s— o a ya ST: - / /S /////.. Diana Cordray,;le - reasure Date: - "BUYER" 11 STATE OF INDIANA ) ) SS: COUNTY OF 6 ) Before me, a Notary Public in and for said County and State, personally appeared Judith Lacy, who acknowledged the execution of the foregoing "Real Estate Purchase Agreement" as her voluntary act and deed. Witness my hand and Notarial Seal this Public Printed: Z'L`'`r' r C o' j f ('J, , 2002. My Commission Expires: SbiliArb7 My County of Residence: t/d _ STATE OF INDIANA ) )SS: COUNTY OF HAM t LTOV Before me, a Notary Public in and for said County and State, personally appeared Mayor James Brainard and Mary Ann Burke, by me known and by me known to be the members of the Board of Public Works and Safety of the City of Cannel, who acknowledged the execution of the foregoing "Real Estate Purchase Agreement" on behalf of said Board. Witness my hand and Notarial Seal this %s day of My Commission Expires: dY/if/o7 My County of Residence: e�ii„u!t` , 2002. Notary Public Printed: ANA/ ✓i5 12 EXHIBIT A The Property Thirty (30) acres off of the entire south end of the west half of the northwest quarter of Section 29, Township 18 north, Range 3 east, located in Clay Township, Hamilton County, Indiana. April 24, 2002 Lewis E. Willis, Jr. Stark Doninger & Smith 50 South Meridian Street, #700 Indianapolis, IN 46204-3542 0 Re: Real Estate Purchase Agreement by and between the City of Carmel (`Buyer") and Judith A. Lacy, Trustee ("Seller")—Objections to Title Commitment No. 2020711 prepared by Hamilton Title Security, LLC and Survey prepared by American Consulting Engineers dated March 15, 2002 Dear Lew: I have reviewed the above -referenced Title Commitment dated November 8, 2001 as revised March 28, 2002 and the Survey. This letter sets forth those items which arc objections to the Title Commitment and Survey. TITLE COMMITMENT Schedule A 1. The title commitment will need to be updated prior to closing (the current effective date is November 8, 2001). 2. Paragraph 1—the policy amount is $1,050,500.00. 3. Paragraph 4—The legal description in the title policy must match the legal description on the survey. Schedule B-1 1. Exception 1—this exception should be satisfied and deleted at closing. 2. Exception 2—this exception should be satisfied and deleted at closing. 3. Exception 3—this exception should be satisfied and deleted at closing. EXHIBI"1' B Lewis E. Willis, Jr., April 24, 2002 Page 2 4. Exceptions 4(a) and 4(b)—these exceptions should be satisfied and deleted at closing. 5. Exception 5—this exception should be deleted upon the Title Company's receipt of an affidavit that is satisfactory to the Title Company. Seller should agree, at Seller's expense, to prepare and deliver all such affidavits and other evidence required by the Title Company to resolve this matter. Schedule 13-2 All of the standard exceptions identified on Schedule B-2, 1 through 6, of the Title Commitment must be deleted at closing. Schedule B-2 1. Special Exceptions 7 and 8—these exceptions should be updated. 2. Special Exception 9—this exception should be deleted. 3. Special Exception 10—this exception should be deleted as, per the Survey, it does not affect the property. Special Exception 11—this exception should read, "... in accordance with Indiana Drain Code, I.C. (1981) 36-9-27-33. None due at this time." 5. Special Exceptions 12 throughl4—these exceptions should be modified to include, "as shown on survey prepared by American Consulting Engineers, Inc. under Job No. 20020221 dated March 15, 2002." 6. Special Exception I6—this exception should be deleted. 7. Special Exception 17—this exception should be deleted. ENDORSEMENTS The following endorsements will be required: 1. Survey endorsement insuring that the property covered by the policy is one in the same as the property identified on the applicable survey; and 469593 .DOC Lewis E. Willis, Jr. April 24, 2002 Page 3 2. Endorsement insuring the property against forced removal pursuant to that statutory easement for the Albert Shaw drain located along Shelbourne Road. SURVEY I have no additional comments on the Survey. I will forward copies of these comments to the Title Company and Surveyor. After you have had a chance to review these comments, please let me know if the Seller is willing to assist the Buyer in resolving these issues. Be advised that the Buyer has conducted other due diligence investigations and, other than as discussed herein, has no other due diligence objections to raise with the Seller at this time. Sincerely, Tammy K. Haney TKil:bh cc: John Duffy David Walsh Gordon Richardson 46959_1.DOC .‘,„.*,-EDGE OF FIELD GAS TANK SEPTIC LI • CONC) FRAME GARAGE 320 x51.Ft. (GRASS) FRAME MINI BARN 153,6 Sq. Ft. 9.6'x16' p,,(\ . 0 + 0 w z O (CONC) 14 DECK) 1 -STY FRAME RESIDENCE w/BASEMENT 3562 131st STREET 1062 Sq. Ft. (SEE DETAIL) (CONC) ........................t�t�t STREET N90 0000 W.-. 1.327.36.i...�..�..�..�..�..� �.. (ASPHALT) SOUTH LINE, NW 1/4, SEC. 29-T1BN-R3E BOSE McK1NINEY & EVANS LLP ATTORNEYS AT LAW May 20, 2002 Lewis E. Willis, Jr. Stark Doninger & Smith 50 South Meridian Street, #700 Indianapolis, IN 46204-3542 Re: Lacy Property Dear Lew: Tammy K. Haney North Office Direct Dior 117) 574-3708 E -Mail_ TFianey©boselaw.com Enclosed please find a fully executed original of the Real Estate Purchase Agreement by and between Judith A. Lacy, as Trustee of the Judith A. Lacy Revocable Trust U/A and the City of Carmel. If you have any questions, please call me. Sincerely, Tammy aney TKH:bh Enclosure 46509_I.DOC Downtown • 2700 First Indiana Plaza • 135 North Pennsylvania Street • Indianapolis, Indiana 46204 • (317) 684-5000 • FAX (317) 684-5173 North Office • 600 East 96th Street • Suite 500 • Indianapolis, Indiana 46240 • (317) 574-3700 • FAX (317) 574-3716 wwwboselaw.com September 26, 2002 Judith A. Lacy, Trustee Judith A. Lacy Revocable Trust U/A dated September 25, 1995 c/o 8780 Purdue Road, Suite 1 Indianapolis, IN 46268 Dear Mrs. Lacy: You, as Seller, have entered into a Real Estate Purchase Agreement dated May 15, 2002 with the City of Carmel, Indiana as Buyer (the "Agreement"). The purpose of this letter is to confirm certain matters contained in the Agreement. Pursuant to Paragraph 12(b) of the Agreement, Seller has ninety (90) days from the date of this letter agreement to remove certain trees from the Property (as defined in the Agreement), which trees are identified on Exhibit A attached hereto. As provided in the Agreement, if Seller fails to remove the trees within such 90 -day period, Seller shall have no further right to remove the trees. Furthermore, Seller shall restore any damage to the Property resulting from the entry of Seller or any of Seller's agents and shall indemnify and hold the Buyer harmless from any loss or damage including attorneys' fees incurred Ey the Buyer as a result of the exercise of Seller's rights under Paragraph 12(b) of the Agreement. The parties agree to cooperate in connection with the removal of the trees in order to minimize the disruption of any development or other work being done by or on behalf of the Buyer or the Property at such time. Pursuant to Paragraph 27 of the Agreement, Buyer agrees that the water tower contemplated to be built upon the Property shall bear the name "Keith and Verle Wiggam" on a plaque of acknowledgement or memorial to be installed at the base of the water tower. The form of acknowledgement or memorial shall be reasonably acceptable to Seller. The parties agree to cooperate in connection with the form of such acknowledgment or memorial. b115191ew Please acknowledge your agreement by signing below. The City of Carmel, Indiana By: Printed. Thijv' i'O vFPY Title: [/J1 tt7y D Ecroa ACKNOWLEDGED AND ACCEPTED THIS 26Th day of September, 2002. Judith A. Lacy, T7usteC Of the Judith A. Lacy Revocable Trust U/A dated September 25, 1995 I A I5191ew Oct. 3. 2002 4:08PM HP LTON TITLE SECURITY LLC No•2490 P. 2/6 COPY TRUSTEE'S DEED Prior deed references: 199909959396 Book 293, p. 359 THIS INDENTURE WITNESSETH, that Judith Ann Lacy, Trustee of the Judith A. Lacy Revocable Trust dated September 25, 1995 ("Grantor"), CONVEYS AND WARRANTS to the City of Carmel, Indiana ("Grantee"), for the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the following described real estate in Hamilton County, State of Indiana: See Legal Description attached hereto as "Exhibit A" and incorporated herein by reference (the "Real Estate") Subject to any and all legal highways, rights-of-way, easements, agreements, covenants, and restrictions, and further subject to the taxes due and payable in November 2002, and all taxes arising thereafter. Grantor, as Trustee and not for herself individually, covenants that the said premises is free from any encumbrances made or suffered by said Grantor, except taxes and assessments, and said Grantor and its successors shall warrant and defend the same to the said Grantee against the lawful claims and demands of all persons claiming by, through or under said Grantor, but against none other. The undersigned represents that she is the current Trustee of said Trust, has full authority and capacity to execute this deed, that said trust has not been revoked and that neither the grantee nor any other party shall have any responsibility for the application of any proceeds from this conveyance. IN WITNESS WHEREOF, Grantor has caused this Trustee's Deed to be executed as of this 26th day of September, 2002. DULY ENTERED FOR TAXATION Subject to final cceptance for transfer 3C)day of rn bjt r Y0 Da ,O Auditor of Hamilton County Parcel C¢\NRPORTBLWOI\BHANCOCK\49126 2.DOC OCT 03 '02 15:59 957- Jt dith Ann Lacy, Trustee oldie Judith A. Lacjy L... --'/Revocable Trust dated September 25, 1995 200200071712 Filed for Record in HAMILTON COUNTY, INDIANA MARY L CLARK 09-30-2002 02:39 pm. TRUST DEED 20.00 PARF_A7 Oct. 3. 2002 4 08PM HP.0LLT0N TITLE SECURITY LLC STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) No.2490 P. 3/6 Before me, a Notary Public in and for said County and State, personally appeared Judith Ann Lacy, Trustee of the Judith A. Lacy Revocable Trust dated September 25, 1995, who acicnowledged the execution of the foregoing Trustee's Deed for and on behalf of said Grantor, and who, having been duly sworn, stated that the representations therein contained are true. WITNESS my hand and Notarial Seal this LC day of 9,a,c5eZ , 2002. Notary Public _KAY Printed Sig My Commission Expires: My County of Residence: David L. Walsh Comm. Exp. 1-11-2008 Res. of Marion Co. This instrument prepared by Tammy K. Haney, Attorney at Law, Bose McKinney & Evans LLP, 600 East 96th Street, Suite 500, Indianapolis, IN 46240. After recording return to: Tammy K. Haney, Esq. Bose McKinney & Evans LLP 600 East 96th Street, Suite 500 Indianapolis, IN 46240 C,\NRPORTBL\NOI\BHANCOCK\49126 2.DOC OCT 03 '02 15:59 -2- Send Tax Statements to: City of Carmel One Civic Square Carmel, IN 46032 Attention: 'Made C. CotA POPC n- Oct 3. 2002 4 08P HP'1' TON TITLE SECURITY LLC t EXHIBIT A The Property No.2490 P. 4/6 Thirty (30) acres off of the entire south end of the west half of the northwest quarter of Section 29, Township 18 north, Range 3 east, located in Clay Township, Hamilton County, Indiana. The above described real estate is that same parcel of real estate described in the deed recorded as Instrument No. 199909959396 but the chain of title, commencing with the deed recorded in Decd Book 293, page 359 and thereafter, incorrectly described the real estate as `off the entire West end of the west half." C \NRPORTBL\NO 1 \BHANCOCK\49126 2. DOC OCT 03 '02 15:59 -3- PPGE.04 .Oct. 3. 2002 4:08PM r: -_ ZOE ft,' ryiy &574 q7 Totai Unsilge 7's 47 774.=7 TON TITLE SECURITY LLC No 2490 IL.LipSallo :SSMENT STATEMENT APPROVED BY THE STATE BOARD OF ACCOUNTS FOR HAMILTON COUNTY 2002 PLEASE SEE REVERSE SIDE FDR INSTRUCTIONS - IMPORTANT,'' ISTRIBUTION FOR YOUR TAXES FOR ONE HALF YEAR GpunEY'YC LCarh.' ' •clay Tovnsf,ip •V03G50-,; _ 77. OR 8. 94 52. 00 t:I:1Y Sclloots V12K26 415.16 .00 574. 47 005.000 f0**5—DIGIT 46077 iith A Lacy Rev Tr 469 IID6111J111111111 i5 THIS INSTALLMENT dTY TAX �REU17' PEAU CREDIT NIA LURRENT TAX 651-00 76.52 .00 574.47 NON - RESIDENT GROSS EXEMPTIONS NET 58900 0 58900 SPECIAL ASSESSMENT TYPES ASSESSMENT CODE TYPE CUR RECEIPT# 0003891 TAX DIST Clay 2001 PAY 2002 ADD 10% PENALTY AFTER NOV 10TH NET TAX AMOUNT DUE PENALTY - O771ER OTHER 574. 47 TOTAL TAX RATE 2.21050% PROPERTY TAX REPLACEMENT CR 11.75370% HOMESTEAD CR 10.00000% SV NY 8/10/93 FRY VIGGAM 2/3/95 FRI VIGGAM 9503917 ACREAGE: 30 LOT: BLOCK: A ASSESSMENT SUMMARY CURRENT INTEREST PENALTY OTHER NET REAL ESTATE TAX DUE 574.47 AMOUNT DUE BY NOVEMBER 10TH See www.co.hamilton.in.us and click on "Treasurer's Office" under site menu. OCT 03 '02 15:00 Mel,r On, 1 Oct. 3. 2002 4 08PM G" 'ITONI TITLE SECURITY LLCM: 2SSM ENT STATEMENT APPROVED BY THE STATE BOARD OF ACCOUNTS FOR HAMILTON COUNTY 2002 FALL OISTRISUTON FOR YOUR TAXES FOR ONE HALF YEAR S18t0• [ • •;i CcwOty ',_ ii ••icot.niyx0ts E! ,- F:. _CIBy Thv03hip•V/3650 . 86 77. 08 8. 94 52.00 `:Carne) Clay 1l1'ii;4y VN282S I-CaineT, ClaySchoofl V12826 :": :tTOYIAL 20.43 415.16 .00 574.47 PARCEL. ID# 17 09 29 00 00 005.000 \ 0000032943 * /` ` `*'`/C*AUTO *5 -DIGIT 46077 Lacy, Judith Ann Tr Judith A Lacy Rev Tr 2855 S 975 E Zionsville, IN 46077-9469 1111IiI11111111111111111111)11111111111Iiillililiiiii1111111111111 RECEIPT# 0003891 TAX DIST Clay 2001 PAY 2002 ASSESSED VALUATIONS TAXES THIS INSTALLMENT RESIDENT GROSS EXEMPTIONS NIT 0 0 0 GROSS PROPERTY TAX REPL CREDIT HOMESTEAD CREDI NET CURRENT TAX 1' 651.00 76.52 00 574.47 NON - RESIDENT GROSS EXEMPTIONS NET 58900 0 58900 SPECIAL ASSESSMENT TYPES ASSESSMENT CODE TYPE CUR. ADD 10% PENALTY AFTER NOV 10TH NET TAX AMOUNT DIM PENALTY OTHER OTHER 574. 47 TOTAL TAX RATE 2.21050% PROPERTY TAX REPLACEMENT CR 11. 75370% HOMESTEAD CR 10. 00000% SV NV 8/10/93 P104 VIGGAM 2/3/95 P101 VIGGAM 9503917 ACREAGE: 30 LOT: BLOCK: A ASSESSMENT SUMMARY CURRENT INTEREST PENALTY OTHER NET REAL ESTATE TAX DUE 574.47 AMOUNT DUE BY NOVEMBER 10TH See www.co.hamilton.in.us and click on "Treasurer's Office" under site menu. Oct 3. 2002 4:08PM H ""ILTON TITLE SECURITY LLC No.2490 P. 1/6 nt HAMILTON TITLE SECURITY, LLC Please deliver to: -t`, ., A L - Carar A/ Facsimile Number: s7/ — 241 (9 Number of Pages, including cover sheet: Date: /0/407-- LKe-c- yrus> / C," ry 20to7) From: David L. Walsh Direct Telephone: (317) 805-7072 Direct Fax (317) 805-7172 b Reference: Message: Gop� emi 113, e f Rec.ofriltet tOed 4c/ 12ec e iio r/�2/ 1/¢'( freAt -t"'°11( C - ctiw i ft4Ave 1 Sly— 37/a. 865 WEST CARMEL DRIVE • SUITE 110 • CARMEL, INDIANA 46032 (FAX) 843-5429 (317) 843-5300 OCT 03 '02 15;59 porr M1 9/25/02 12:42 PM OMB No. 2502-0265 A. U.S. Department ausing and Urban Development Settlement Statement UP B. Type of Loan 1. [ ] FHA 2. [ ] FMHA 3. [ ] Conv. Unins. 4. [ I VA 5. [ ] Conv. Ins. 6. File Number 2020711 7. Loan Number 8. Mortgage Ins. Case No. C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked ("POC") were paid outside the closing: they are shown here for information purposes and are not included in the totals. D. Name of Borrower: City of Carmel E. Name of Seller: Judith Ann Lacy, Trustee of Judith A. Lacy Revocable Trust Dated September TIN: 25, 1995 • F. Name of Lender: G. Property Location; American Consulting Engineers, Abstract #10; of the Southwest 1/4 of the Northwest 1/4 of Section 29, Township 18 North, Range 3E East, Hamilton County, Indiana • 3562 West 131st Street, Carmel, IN 46032 H. Settlement Agent: Hamilton Title Security, LLC (317) 843-5300 TIN: 35-2033417 Place of Settlement:. 865 West Cannel Drive, Suite 110, Carmel, IN 46032 I. Settlement Date: 9/26/02 Proration Date: 9/26/02 J. Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross amount due from borrower. • ' 400. Gross amount due to seller: 101. Contract sales price -1,050,500.00 401. Contract sales price • 1,050,500.00 102. Personal property - - 402. Personal property 103. Settlement charges to borrower (line 1400) 1,855.97 403. 104. 404. 105. . - 405. Adjustments for items paid by seller in advance: Adjustments for items paid by seller in advance: 106. City/town taxes 406. City/town taxes 107. County taxes 407. County taxes 108. Assessments 408. Assessments 109. 409. . 110. 410. 111. 411. 112. _ 412. 120. Gross amount due from borrower: - 1,052,355.97 420. Gross amount due to seller: 1,050,500.00 200. Amounts paid by or in behalf of the borrower: 500. Reduction in amount due to seller: 201. Deposit or earnest money 80,000.00 501. Excess deposit (see instructions) 202. Principal amount of new loan(s) 502. Settlement charges to seller (line 1400) 0.00 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. , 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgage loan 206. 505. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller: Adjustments for items unpaid by seller: 210. City/town taxes 510. Cityltown taxes 211. County taxes 511. County taxes' 212. Assessments 512. Assessments 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. Total paid by/for borrower: 80,000.00 520. Total reduction in amount due seller: 0.00 300. Cash at settlement from/to borrower: 600. Cash at settlement to/from seller: 301. Gross amount due from borrower (line 120) 1,052,355.97 601. Gross amount due to seller (line 420) 1,050,500.00 302. Less amount paid by/for borrower (line 220) 80,000.00 602. Less total reduction in amount due seller(line 520) 0.00 303. CASH (X)FROM ()TO BORROWER 972,355.97 603. CASH ()FROM (X)TO SELLER - 1,050,500.00 CERTIFICATION: I have carefully reviewed the HUD -1 Settlement Statement and to the best of my knowledge and belief, It Is a true and accurate statement of all receipts and Qisbursemenjs madypn my account or by me in this transaction. I further certify that 111;�ve received a copy of HUD -1 Settlement Statement. To the best of be disburse y knowledge, the HUD -1 Settle the `delgign...=f pa .1 the Judith Ann Lacy, Trustee of Judith A. acy Revocable Trust Dated 7 ent Statement which I have prepared is a true and accurate account of the funds which were received and have been or will ment of this transaction. L6/pz Hamilton Title Security, LLC' Date L. Settlement Char es 9/25/02 12:42 PM File Number: 2020711 700. Total sales/broker commission - • Paid From Borrowers Funds at Settlement Paid From Seller's Funds at Settlement Division of commission (line 700) as follows: 701. $ 702. $ - 703. Commission paid at settlement 704. 800. Items payable in connection with loan 801. Loan origination fee 802. Loan discount 803. Appraisal fee 804. Credit report 805. Lender's inspection fee 806. Mortgage insurance application fee 807. Assumption fee 808. Tax Service Fee 809. Flood Certification 810. 811. 812. 900. Items required by lender to be paid in advance 901. Interest from 902. Mortgage insurance premium for 903. Hazard insurance premium for 904. 905. 1000. Reserves deposited with lender 1001. Hazard insurance 1002. Mortgage insurance 1003. City property taxes 1004. County property taxes 1005. Annual assessments (maint.) • 1006. 1007. 1009. Aggregate Accounting Adjustment • 1100. Title charges • 1101. Settlement or closing fee to - Hamilton Title Security, LLC 175.00 1102. Abstract or title search 1103. Title examination 1104. Title insurance binder 1105. Document preparation 1106. Notary fees 1107. Attorneys fees to includes above items no.: 1108. Title insurance to Hamilton Title Security, LLC 1,066.50 includes above items no.: 1109. Lender's coverage 1110. Owner's coverage $1,050,500.00 $1,066.50 1111.. Courier Fee 1112. Wire Transfer Fee to Hamilton Title Security, LLC 15.00 1113. 1200. Government recording and transfer charges 1201. Recording fees: Deed $19.00 - 19.00 1202. City/county tax/stamps: 1203. State tax/stamps: 1204. Sales Disclosure Filing Fee to Hamilton County Auditor . - .. 5.00 1205. Transfer Fee to Hamilton County Auditor 1.00 1206. 1300. Additional settlement charges 1301. Survey 1302. Pest inspection 1303. 1304. Nov. 2002 Taxes to Hamilton County Treasurer 574.47 1305. 1400. Total settlement charges (entered on lines 103, section J and 502, section K) 1,855.97 - - CERTIFICATION: I have carefully reviewed the HUD -1 Settlement Statement and to the best of my knowledge and belief, It Is a true and accurate statement of all receipts and Qisbursemenjs madypn my account or by me in this transaction. I further certify that 111;�ve received a copy of HUD -1 Settlement Statement. To the best of be disburse y knowledge, the HUD -1 Settle the `delgign...=f pa .1 the Judith Ann Lacy, Trustee of Judith A. acy Revocable Trust Dated 7 ent Statement which I have prepared is a true and accurate account of the funds which were received and have been or will ment of this transaction. L6/pz Hamilton Title Security, LLC' Date