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Home My WebLink AboutCC-04-18-05-01 West Pk Property/PurchaseSPONSOR(S): Councilor(s) Cader, Mayo and Sharp RESOLUTION CC-04-18-05-01 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, REGARDING THE PURCHASE OF REAL ESTATE WHEREAS~ that certain agreement entitled "lnterlocal Cooperation Agreement between the City of Carmel, Indiana and Clay Township of Hamilton County, Indiana (the "Township"), and executed as of July 30, 2002 and effective January 1,2003, as amended, provides that the Common Council of the City of Carmel and the Clay Township Board are the fiscal bodies of the Carmel/Clay Board of Parks and Recreation (the "Park Board"); and WHEREAS, the Park Board owns in fee approximately eighty (80) contiguous acres of real property located at 2700 West 116th Street, in Clay Township, Hamilton County, Indiana and commonly known as West Park ("West Park"); and WHEREAS, the Park Board has, pursuant to that certain agreement entitled "Right of First Refnsal to Purchase Real Estate" dated December 8, 1997 (the "First Right Agreement"), and attached hereto as Exhibit "~A" incorporated herein by this reference, a right to purchase certain real estate and improvements thereon, commonly known as 3030 West 116th Street, in Clay Township, Hamilton County, Indiana, comprising approximately forty (40) acres of real property bordering the western boundary of West Park (the "Real Estate"), more particularly described within the attached Exhibit "A"; and WHEREAS, the Park Board has exercised under the First Right 'Agreement, its right to purchase the Real Estate and has requested that its fiscal bodies pass resolutions of interest pursuant to Indiana law so that it may pursue the purchase of the Real Estate. NOW, THEREFORE, BE IT RESOLVED that in accordance with the provisions of I.C. 36-1- 10.5.5(I) and the Joinder Agreement, the Common Council of the City of Carmel, Indiana hereby expresses its interest in the purchase of the Real Estate described in Exhibit "A" and hereby authorizes the Park Board to take all action necessary to effect such purchase. PASSED by tile Common Council of the City of Carmel, Indiana, this 1~ day oF 2005, by a vote of (~ ayes and ~ nays. Prepared by Debra M. Grisham, Attorney ~¢'ONSOR(S): Councilor(s) Carter, Mayo and Sharp /e/¢iding Officer Kevin I~ empore . Fre, ~qriffiths ATTEST: FY OF ] E. Carter Mark Rattermann Richard L. Sharp '"'{)i~tna L. Cordray, IAMC, Clerk-TreasC~¢er Presented by me to the Mayor of the City of Carmel, Indiana this day of L, .~' 2005, at -/':qO -t9 .M. Diana . Cordray, IAMC, clerk-Treash'rer Approved by me, Mayor of the City of Carmel Indiana, this I ~ day of -/:¥0 f9 .M. ATTESTi 2005, at ~ ~3rainard, Mayor ..... - . Diana L. Cordray, IAMC, Clerk-Treasufer Council Resolution CC-04-18-05-01 Page Two of Two Pages Prepared by Debra M. Grisham, Attorney March 23, 2005 Jill L. Perelman 3030 West 116th Street Carmel, 1N 46032 The Benefits of Parks and Recreation are E~dlessl..TM Re: Exercise of Right to Purchase - Dear~Jill7 ................ It is with great excitement and pleasure that I provide this written notice to you that the Park Board has decided that it is in the best interests of the Carmel-Clay Community to exercise it right of first refusal to purchase all four (4) of the parcels located at 3030 West 116th Street in Clay Township, Hamilton County, Indiana 46032. Of course, this exercise is conditioned upon obtaining all necessary consents and appropriations for the purchase, all as set forth in the document entitled Right of First Refusal to Purchase Real Estate that you so generously granted back in 1997. Deb Grisham, the Park Board attorr~ey, has been and will continue to be, in contact with Jane Merrill concerning the identification of a purchase process that makes sense for both the Park Board and for you. Should you have any questions, please do not hesitate to contact me at the park office on my direct line: 571-2485. Mark W. estermeier . . - Director, Carmel/Clay Department of Parks and Recreation cc~ The Honorable James Brainard Judy Hagan, Trustee of Clay Township Kevin Kirby Ron Carter Diana Cordray Sue Dillon Deb Grisham Jane Merrill 760 3rd Avenue SW * Suite 100 * Carmel * Indiana * 46032 Phone (317) 848-PARK (7275) * Fax (317) 571-2468 ". EXHIBIT "A" · Page 1 of 8 RIGHT OF FIRST REFUSAL TO PURCHASE REAL ESTATE JILL L. PERELMAN ("Owner"), and the CARMEL-CLAY BOARD OF PARKS AND RECREATION (the "Parks Board") hereby enter into this Right of First Refusal to purchase Real Estate this day if 1997. WITNESSETH: · WHEREAS, Owner is the owner of certain mai estate consisting of approximately forty (40) acres and the improvements located thereon located in Clay Township, Hamilton County, Indiana commonly known as 3030 West 116th Street, Carmel, IN, 46032, and more particularly described on the attached ~ incorporated herein by reference (the "Real Estate"). WHEREAS, the Parks Board is obtaining through purchase and donation, pursuant to a Real Estate Purchase Agreement dated September 10, 1997 by and between Anne Hensley Poindexter, as Special Trustee of the Jill L. Perelman Charitable Remainder Trust No..2, Jill L. Perelman and the Parks Board, property adjacent to the Real Estate consisting of approximately seventy-five (75) acres (the "Park Property"). WHEREAS, the Real Estate is adjacent to the Park Property. WHEREAS, the Parks Board requests and Owner is willing to grant to the Parks Board a .right of first refusal to purchase the Real Estate. NOW THEREFORE, in consideration of the foregoing the mutual promises contained herein and each act performed hereunder, Owner and the Parks Board agree as follows: .... L t~. From and after the date hereof and until.August 1, 2096, the Parks Board shall have the exclusive right of first refusal to purchase the Real Estate subject to and conditioned upon the terms set forth below. 17638.1/18079.2 · ,., EXItIBIT "A" · , PaRe 2 of 8 In the event Owner intends to lease, sell, or develop the Real Estate, Owner shall first offer to sell the Real Estate to the Parks Board for the Appraised Value of the Real Estate. The Appraised Value shall be determined by an appraisal(s) prepared by an appraiser(s) selected by the Parks Board which appraisal shall be conducted in accordance with all applicable laws, statutes, ordinances, standards and agreements to which the Parks Board is subject and which appraiser(s) are reasonably satisfactory to Owner. Owner hereby acknowledges and agrees that under Indiana law, the Parks Board shall not purchase any property at a price in excess.of its appraised value. In the event Owner intends to sell or receives a bona fide third party offer to purchase the Real Estate, Owner shall send notice of the event triggering the Parks Board's right of first refusal to the Parks Board at the address set forth in paragraph 2 (the "Notice"). The Parks Board shall exercise its right to purchase the Real Estate} if at all, by delivering notice to Owner thereof within thirty (30) business days after Owner ..... delivers the Notice to the ]?al'ks~Bm~d. Any exerci~by~the Parks Board ofit~righLof first refusal shall be contingent upon the Parks Board obtaining all necessary consents and appropriations for the purchase of the Real Estate. Subject to the foregoing sentence, the parties shall use reasonable efforts to close the transaction within one hm~dred twenty (120) days of the Parks and Board's exercise of the right of first refusal. Notwithstanding the foregoing, in the event that Owner is conveying the Real Estate to any one or more of her children, the Parks Board shall not have the right to exercise its right of first refusal. The Parks. Board right of first refusal shall remain in effect and be binding upon any person(s) to whom the Real Estate is conveyed as a result of the foregoing sentence. 2. "-N0~i6e~. Ail n0~c~s required or permitted to be given-li~em:id~r~Sfiall b~-i-ri writing and delivered either in person, by' oyemight courier, or by certified or registered, first-class prepaid EXHIBIT "A" ' Page 3 of 8 mail, return receipt requested, to Owner or the Parks Board 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 2: Owner: Parks Board: Jill L. Perelman 3030 West 116th Street Carmel, IN 46032 Carmel-Clay Board of Parks and Recreation One Civic Square Carmel, Indiana 46032 Attn: President 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 ot~ refused by the recipient as evidenced by the return receipt. 3. ~. This Agreement shall be binding upon and shall inure to the benefit of the Owner and the Parks Board and its and their successors and assigns and shall be appurtenant to and nm with the Real Estate in accordance with and subject to the terms and conditions set forth herein. 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 5. Remedy. In addition to any other rights or remedies available for the breach of this Right of First Refusal to Purchase Real Estate by either party hereto, the nonbreaching party shall be entitled to the remedy of specific performance and the right to collect and to recover from the breaching party the costs and_expenses incurred thereby, including without limitation reasonable attorneys fees. 3 EXHIBIT "A" Pa~e 4 of 8 7. Complete A~reement. This Right of First Refusal to Purchase Real Estate includes the entire agreement of the parties respecting the Real Estate. This Right of First Refusal to Purchase Real Estate shall not be amended or modified except by a written agreement signed and delivered by both parties. . · 8. Memorandum of Aareement. This Agreement shall not be recorded but a Memorandum hereof, in recordable form, shall be executed and delivered by either party at the request of the other. 9. Assi~,nment. Neither party may assign its rights under this Agreement to any person or entity without the consent of the other party. 1N WITNESS WI-I~REOF, Owner and the Parks Board have entered into tl~is Right of First Refusal to Purchase Real Estate as of the date and year first a~tt~n. ,n Jill ~ Perelman CARMEL-CLAY BOARD OF PARKS AND RECREATION ~/fudy Hagan, ~resident 17638.1/18079,2 4 EXHIBIT "A" Page 5 of 8 STATE OF INDIANA COUNTY OF ~,~ SS Before me, a Notary Public in and for said Co.tmty._and_S_tate, p_e_r.s_0n_a!ly appeared Jill L. Perelman, by me known, and who having been first duly sworn, acwknowledged the execUtion of the foregoing Right of First Refusal to Purchase Real Estate as her voluntary act and 'deed. WITNESS my Notarial Seal this ~day of~ My Commission Expires: My County of Resi'dence: (Print e-'ff~/~l~re) STATE OF INDIANA ) · ) SS: Before me, a Notary Public in and for said County and State, personally appeared Judy Hagan, by me known and by me known to be the President of the Carmel-Clay Board of Parks and Recreation, who, being first duly sworn upon her oath, executed the foregoing Right of First Refusal to Purchase Real Estate for and on behalf of said Board. WITNESS my hand and Notarial Seal this ~997. My Commission Expires: My County of Residence: WILliAM B. OLSEN I~Y COMMrSSION EXFIRES~ MY COUNTY OF RESIDENCE IS: HANiL,f" This Instrument Prepared By Tammy K. Haney, Attorney at Law, Bose Keystone Crossing, Suite 1201, Indianapolis, Indiana 46240. McKinney & Evans, 8888 EXHIBIT "A" Page 6 of 8 the ~ ll~ o~ .aid ~artar-~ar~= ~tL~; t~ce ~ofth ~9 l~g t~ oust $Zne of ,8~d ~a=ter-~arter .K~; th~ce s~th 89 de- ~F~I 34 m~nute. ~S ,~s 'Went 614.86 ~oo~ parallel ~o tho Alno o~ gaid~arter-~arter e~tl~; 2~ce 8~ 0 degrees 2S mia- u~oe 4s IICO~I Eal~ 1288.0 ~ ~O ~O B~ line o~ sa~d ~arter- ~arter e~tl~; t~co S~th 89 d~eos 34 m~utoe 15 sec~ds 411.74 f~t ~g the n~2h line of sa~d ~artor-~artor soct~ 2o the ~t of ~g~ ~d c~ta~n~ng 13.104 acres, ~re or lass. 9413908 EXHIBIT "A", Page 7 of 8 ~o ~he ~n~ of b~g~Xng ~d coflta~n~ng ~0.00o ac~-o~, ~re Or lees. 9413908 EXItlBIT "A',.'. Page 8 of 8 q A part of the Southeast Quarter of the Southwest Ouarter of section ~2, T..o~mship {8.~orth, Range 3 East in Hamilton Count~, Indiana,. IScrZ~.:~.~ eS zo&ao~e: ~9'li'l~ing at the Iouthwelt corner of said qua=tar quarter section,thence North 0 dsq=ams OS minutes %S aec- feet parallel to the south line of said Quarter-quarter section: thence South 0 degrees 25 minutes '45 seoond~ East 12Se.O0 feet to the _auth line of said quarter-quarter section, thence South 89 degrees 34 min- utes is seconds West ]03.13 feet along the south line of said quarter- qua=tar section to 'the point of Beginning and containing 9.000 acres, ALSO: A part of the southeast Ouarter of the Southwest 0uartsr of Section S2, Township 18 North, Range 3 East in Hamilton County, Indi- ana, described as follows: Beginning at the southeast corner of said quarter-quarter section; thence South 89 degrees 34 minutes 15 seconds · West 264.48 feat along the south line cf said quarter-quarter section; thence North 0 degrees 25 minutes 46 seconds Nest 1288.00 feet; thence North 89 degrees 34 minutes 18 seconds East 276.$6 feet parallel to the South line of said quarter-quarter section to the east line of said quarter-quarter section; thence South 0 degrees 06 minutes 45 seconds Nest 12SS.06 feet along the east line of said quarter-quarter section to the point Of beginn/ng and containing S.000 acres, more or le~s. Subject to an Electric Line Easement granted to Indianapolis Power and Light Company affecting a strip of land l0 ~eet in width located in ' the Southeast Quarter of the Southwest Quarter of Section 32, Township lS North, Range S East in Hamilton County, Indiana, the cnnterlias of said stria being described as follows: Beginning at a point on the south lin~ of said quarter-quarter Segtion North 8~ degrees 34 m~utes 15 seconds east a distance of S0~.13 feet ~rom the Southwnstcorner of said 0usrter 0uarter Section thence North 00 degrees 25 minutes 48 seconds Nest, a distance of 500feet and there tsn~lnating, as recorded in Deed Record 264, page '605 as Instrument Number 1~05. sh~oe lc Ct4ny, ,qKc~,,,-, H~4~ Oouniy, iN 9413908 MEMORANDUM To: Lois Fine Office of the Clerk T~surer Carmel, Indiana~ ~,/ From: Deb Grisham ~ ~ Attorney for the Carmel/Clay Board of Parks and Recreation Date: March 31, 2005 Re: Resolution CC-04-18-05-01 Enclosed for inclusion in the Common Council Board Packet for the meeting scheduled for April 18, 2005 are eight (8) copies of Resolution CC-04-18-05-01 with line numbers and a one page memo to accompany the Resolution. Also included for your use is one (1) original oft the Resolution without line numbers. Thanks again for your timely and kind assistance with this document. MEMORANDUM To: Members of the Common Council of the City of Carmel, Indiana From: Mark Westem~eie~'~ Director of the Car(ri. el/Clay Department of Parks and Recreation Date: March 31, 2005 Re: Resolution CC-04-18-05-0l In conjunction with her sale of 65 acres and donation of 10 acres now developed as West Park, Jill Perelman gave the Carmel/Clay Board of Parks and Recreation a right of first refusal to purchase the approximate 40 acres of Real Estate adjacent to the west boundary of West'Park. The Real Estate is currently described as four separate but contiguous parcels. The Right of First Refusal containing the terms of the option to purchase and the description of the Real Estate is attached to Resolution CC-04-18-05 as Exhibit A. Jill Perelman has notified the Park Board of her intention to sell the Real Estate and the Park Board has determined that it is interested in the additional land. Resolution CC-04-18-05-01 represents the first step that the Park Board's fiscal bodies are being asked to consider with regard to the purchase of the Real Estate. A similar resolution will be considered by the Township Board at its meeting on April 26, 2005. I plan to attend the April 18th meeting to answer any questions you may have. Should you wish to contact me prior to the meeting, my direct office telephone number is 571- 2485. ][fi am unavailable, please ask for Michael Klitzing or dial him direct at 571-4140. Alternatively, Deb Grisham can be reached at 690-1597. I look forward to discussing this exciting opportunity with you. CC: The Honorable James Brainard, Mayor Diana L. Cordray, IMAC, Clerk Treasurer Susannah H. Dillon, Park Board President