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HomeMy WebLinkAboutCRC-08-26-98' Gy OXe ® CARMEL REDEVELOPMENT COMMISSION Minutes August 26, 1998 9!? i The meeting was called to order by President Rick Roesch at 5:40 p.m. Members present were Amy Boldt, Ron Carter, and Sue Westermeier, constituting a quorum Nancy ?S Blondin, Barbara Eden, and Jeff Worrell represented the Carmel/Clay Chamber of Commerce. Mayor Brainard was present for part of the meeting. Approval of the March 27 minutes was tabled, due to the absence of persons in attendance at that meeting. The August 12 minutes were approved unanimously, following a motion by Mr. Carter and a second by Ms. Westermeier. Under Old Business, Mr. Roesch reported that the Legal Dept, was able to obtain a copy of the Property Management Agreement with F. C. Tucker Co. He reviewed the document just prior to this meeting and noted it states a termination date of 1/2/98, with no provision for an extension of same, aside from.standard language allowing for a 30 day notice of termination by either party. He also noted an inconsistency in date between the agreement and the letter the Commission is being asked to sign. Ms. Westermeier suggested we request a current contract. Ms. Kelsey explained that Assistant City Attorney Craig Carpenter offered to hold the (signed) letter until all questions are answered. IF Mr. Carter suggested that Mr. Roesch request a current contract, and'if necessary prepare a new contract for the city legal department to review. Signing of the letter was tabled by the Commission for now. The Mayor arrived at this point, and indicated he felt it would be o.k. to sign the letter. He too was unable to find a clause for extending the agreement, but felt a new contract might have been received, but may be currently overshadowed by the activities concerning the Carmel Motel. He did say there is a possibility that the Kroger. building may be leased over the holidays. We are trying to protect the city interest. Under Old Business, Mr. Roesch said the Clerk has been searching for the Kroger money from their lease vacation. She has asked the Legal department to check documents to see if it was received. The Mayor said it did arrive - he saw it. Mr. Carter asked about equipment left in the buildings, and whether proceeds from their sale at auction can be deposited in the Redevelopment Commission accounts. The Mayor said state statute mandates that all city auction proceeds go into the General Fund, but he will have lawyers look at this, since the Redevelopment Commission is involved. The City Auction is in September at the Street Department. He will consider a transfer of any ® suitable equipment to the Carmel Fire Department. ® Page 2 Redev. Commission minutes 8/26/98 6 ,v oc;C' q? ?iN?TF Under New Business, Mr. Roesch said he has reviewed the appraisals on the Harrigan property. The appraisal by Michael Lady was $520,000, the other from Burrell was $500,000; therefore the Offer to Purchase price of $510,000 is in the middle of both appraisals, which were done as of July, 1997. If done now, the appraisals could be higher. The Mayor indicated the city has agreed to pay some closing costs, including 77% of the broker fee (approx. $15,000) plus title work. He said the Morgans were quick to point out the age of the appraisals. We were represented by counsel in the negotiations. This site may be the first step in developing the rest'of the project. The Mayor also stated there has been progress with potential developers. There are discussions with present tenants, such as Goodyear. The Mayor assured commission members that the city is adding value to the entire area, with the infrastructure improvements, 126" St., etc.. Ms. Boldt wondered if the Harrigan purchase was to be from bond issue money (yes), and whether we are on target with these funds. The Mayor is comfortable with our status, ® and reported that the Muellers may be willing to invest in the project; which would relieve the city from purchasing their property. We are still working with the cost of burying lines. Ms. Boldt inquired about tenant leases (in Harrigan parcel). The Mayor reported we know the content of the leases, and the City can cancel or re-negotiate the two leases for Jennifers and the dry cleaner. Sitzmark will be conveyed as empty space. Ms. Westermeier made a motion to approve the Offer to Purchase the Harrigan Enterprises, Inc. property at 930 S. Range Line. Following a second by Ms. Boldt, approval was unanimous. There was a brief discussion about the Fifth Third Bank Statement, and Mr. Roesch stated we can go through it at the next meeting when Ms. Cordray will be back from vacation. At that time we can ask for clarification of items. The next meeting will be scheduled as needed. The meeting was adjourned at 6:25 p.m. 0 S `tedevrom 098mg26mmwc ® CONTRACT FOR PURCHASE OF REAL ESTATE OFFER TO PURCHASE The Contract "Contract" entered into between the CARMEL REDEVELOPMENT COMMISSION (the "Purchaser") and Harrigan Enterprises, Inc. (the "Seller"), hereby agree as follows: Aareement Purchaser hereby offers to purchase the property known as 930 South Rangeline Road, and more particularly described as Exhibit "A" attached hereto and made a part hereof, from Seller, subject to the following terms and conditions. Purchase Price. Purchaser offers to purchase the property from Seller for $510,000.00 (the "Purchase Price"). 2. Inclusions. The Property shall include: (a) all buildings and improvements located on the Property; (b) all machinery, equipment, appliances, and fixtures located on the Property; (c) all Leases; (d) all rents, license payments, and other payments under or with respect to the Leases (the 'Rents"); (e) All rights, interests, privileges, and easements in any way appertaining to, or used in connection with, the Property. ® 3. Payment of Purchase Price. On closing the transaction herein contemplated (the "Transaction"), Purchaser shall pay the Purchase Price to Seller in cash or by wire"transfer, as the same may be altered by any reductions, credits, or allowances. for which this Contract provides. 4. Closing Date. Subject to the terms and conditions of this Contract, the Transaction shall be closed on the last day of the calendar month in which the conditions set forth in Section 11 finally are satisfied or waived in writing by Purchaser (the "Closing Date");or December 31, 1998 whichever first occurs provided that, if the conditions finally are satisfied or waived in writing by Purchaser after the I5th day of a calendar month, then Purchaser may postpone the Closing Date until the last day of the calendar month immediately following the month in which the conditions finally are satisfied or waived in writing by Purchaser. The closing shall take place at the office of the title insurance company selected by Purchaser (the "Title Insurer"), or at such other place as Purchaser and Seller mutually may agree. 5. Possession Date. Possession of the Property shall be delivered to Purchaser on the Closing Date, free and clear of all rights and claims of any other party to the possession, use, or occupancy of the Property, other than the rights and claims of the Tenants. 6. Closing. At closing, Seller shall deliver to Purchaser: (a) a fully executed general warranty ® deed conveying to Purchaser marketable, indefeasible fee simple title to the Property, free and clear of any and all liens, encumbrances, easements, restrictions, covenants, and other title defects, except the lien of current real estate taxes and assessments not delinquent and ® the liens of record, the Leases, and the other matters accepted by Purchase in writing (the "Permitted Exceptions"); (b) a vendor's affidavit, in the form most recently published by the Indianapolis Bar Association; (c) an affidavit that Seller is not a "foreign person", in form and substance required by the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder; (d) an affidavit that the Property is not "property" under the Indiana Responsible Property Transfer Law, as amended, in form and substance satisfactory to Purchaser; (e) duly executed assignments, with full warranties of right, title, and interest, assigning to Purchaser all of the Leases, the Rents, free and clear of all security interests, liens, and other encumbrances; (f) the original executed counterparts of all of the Leases; (g) all keys, cards, a d combinations to all locks and security devices on or in the Property; (h) a certification that all of the representations and warranties set forth in Section 14 remain true and accurate in all respects as of the Closing Date; (i) copies of such resolutions, consents of partners and shareholders, and other evidence as Purchaser or the Title Insurer reasonably may request to establish that the persons executing and delivering the foregoing documents fully arc empowered and duly are authorized by all necessary action of Seller,.and that the execution and delivery of such documents, and the conveyance. of the Property to Purchaser in accordance with the tenias and conditions of this Contract, duly have been authorized by Seller; and 0) such other customary documents or instruments as Purchaser or the Title Insurer may request in connection with closing the Transaction. At closing, the Purchase Price shall be altered to reflect an allowance to Seller in the amount of $15,400 which allowance shall cover a portion of the customary brokerage commissions ® incurred by Seller (the "Closing Cost Allowance" referenced in paragraph 18). 7. Contracts and Leases. Seller, within 10 days after its acceptance of the offer set forth in this Contract (the "Acceptance Date"), shall provide to Purchaser full and complete copies of all Leases in the possession of Seller with respect to the Property. 8. Real Estate Taxes. Purchaser assumes and agrees to pay: (a) all general and special governmental and utility assessments (the "Assessments") becoming a lien against the property after the Closing Date; (b) the November installment of the real estate taxes payable during the calendar year in which closing occurs; (c) both installments of real estate taxes payable during the calendar year immediately following the calendar year in which closing occurs; and (d) all real estate taxes assessed for, and first becoming a lien against, the Property after the Closing Date: Seller shall pay: (a) all Assessments becoming a lien against the Property; and (b) all real estate taxes assessed for, and first becoming a lien against, the Property prior to the Closing Date except for: (i) the November installment of the real estate taxes payable during the calendar year in which closing occurs; and (ii) both installments of real estate taxes payable during the calendar year immediately following the calendar year in which closing occurs. Any taxes or public or private assessments that are not assumed by Purchaser and Seller shall not be further liable for such taxes or assessments. The current tax rate shall be used for the purposes of determining the amount of any such credit if the applicable tax rate has not been set. J 2 ® 9. Rents. Seller shall be entitled to all Rents collected by it prior to the Closing Date; provided that Seller shall not collect any Rents more than one month in advance of the date on which such Rents are due and payable. Purchaser shall be entitled to all Rents that it collects after the Closing Date. 10. Accounts Payable. Seller shall pay, prior to closing, all accounts payable and expenses with respect to the Property for which: (i) Seller has received a bill or invoice; or (ii) services have been rendered, regardless of whether Seller has received a bill or invoice with respect to the rendering of such service. 11. Conditions of Performance. The performance of Purchaser hereunder is subject to the satisfaction of the following conditions, unless waived in writing by Purchaser. 11.1 Title Insurance. Purchaser, at its expense, shall obtain a.title insurance commitment for the Property, issued by the Title Insurer (the "Title Commitment"), in which the Title Insurer shall agree to insure, for the full amount of the Purchase Price, marketable indefeasible fee simple title to the Property in the name of Purchaser, free of the standard exceptions and all other exceptions except the Permitted Exceptions. Purchaser, at its expense, shall obtain such customary endorsements to the Title Commitment as Purchaser deems to be necessary or appropriate. ® 11.2 Survey., Purchaser, at its expense, shall obtain a survey of the Property that is satisfactory to Purchaser and that conforms to the minimum standards for an Indiana Land Title Survey (the "Survey"). The Survey shall establish the precise legal description of the Property for purposes of title insurance and closing documents. 11.3 Environmental. Purchaser, at its expense, shall have obtained an environmental assessment of the Property, and shall have determined that: (a) there is not now, and there has not been, any contamination or pollution of the Property, any party thereof, or any groundwater thereunder by any hazardous waste, material or substance; (b) there is not now, and there have not been, any underground storage tanks located on the Property; and (c) there are no "wetlands" or historical structures located on the Property. 11.4 Leases. Purchaser shall have approved the Leases. 11.5 Other Conditions. As of the Closing Date, no action or proceeding before the court or other governmental agency or officer shall be pending, and no such action or proceeding shall be threatened, that might: (a) impair the value of the Property; or (b) prevent or impair the incorporation of the Property into the City Center. There shall be no breach of this Contract by Seller, and as of the Closing Date, all of the representations and warranties set forth in Section 14 shall be true and accurate in all respects. u ® 12. Inspection. Purchaser and its agents, employees and contractors shall have the right to enter upon the Property at reasonable times during normal business hours to conduct all surveys, borings, tests, inspections, examinations, studies and investigations as Purchaser deems to be necessary or appropriate with notice to the Seller. 13. Nonperformance. If one or more of the conditions set forth in Section 11 is not, or cannot be, timely or completely satisfied, then Purchaser, at its sole option, may terminate this Contract and all of its obligations hereunder by delivering a written notice to Seller, in which event all Earnest Money shall be refunded to Purchaser immediately. 14. Representations. Seller hereby represents and warrants to Purchaser that: (a) Seller has not received any notification from any governmental authority of any pending or threatened assessments on or against the Property; (b) after the Acceptance Date, Seller shall not permit any lien or other encumbrance to attach to or affect the Property, except for the lien of current real estate taxes and assessments; (c) after the Acceptance Date, Seller shall not enter into, modify, amend or terminate any Lease, easement or other document, instrument, or agreement affecting or concerning the Property or the interest of Seller therein; (d) to the best of Seller's knowledge, there are no violations of any Laws affecting the Property; (e) after the Acceptance Date, Seller shall maintain the Property in safe and good order, condition, and repair, normal wear and tear excepted, and in compliance with all Laws; (f) to the best of Seller's knowledge, there is not now, and there has not been, any contamination ® or pollution of the Property or any part thereof, or of any groundwater thereunder, by any hazardous waste, material, or substance in violation of any Laws; (g) to the best of Seller's knowledge, there are not now, and there have not been, any underground storage tanks or "wetlands" on the Property; and, (h) Seller does not hold any tenant security deposits. 15. Risk of Loss. If the Property or any part thereof shall be damaged or destroyed by fire or other casualty, then Purchaser, at its sole option, may terminate this Contract or proceed with closing. If Purchaser elects to proceed with closing, then Purchaser may apply the proceeds of any insurance policy, acquired by Purchaser, to reduce the Purchase Price. If Purchaser elects to cancel this Contract pursuant to this Section, then all Earnest Money shall be refunded to Purchaser immediately. 16. Notices. All notices permitted or required to be given hereunder shall be in writing, and shall be deemed to be delivered when: (a) delivered personally; (b) U. S. Mail; or (c) sent by national overnight courier; in all events to the following addresses: If to Purchaser Douglas C. Haney, City Attorney City of Carmel, Indiana One Civic Square. Carmel, Indiana 46032 Facsimile: 317-844-3498 0 4 ® If to Seller: Harrigan Enterprises, Inc. P. O. Box 90272 Indianapolis, IN 46290-0272 Either party may change its address for notice by written notice delivered to the other party as provided above. 17. Specific Performance. Seller agrees that money damages are not an adequate remedy for breach of this Contract by Seller, and that, in addition to any other remedies available to Purchaser in the event of a breach by Seller, Purchaser shall be entitled to the remedy of specific performance to enforce the terms and conditions of this Contract. If Seller breaches this Contract, and if Purchaser does not elect the remedy of specific performance, then Purchaser may terminate this Contract. 18. Brokers. Purchaser and Seller hereby represent, warrant, and agree that: (a) they have not dealt with any broker in connection with the Transaction, except for Ross Reller (the "Broker"); and hereby agree that at closing of this transaction that the Purchaser shall pay Broker the sum of Fifteen Thousand Four Hundred Dollars ($15,400.00) and Seller shall pay Broker the remainder of his commission in the amount of Five Thousand Dollars ($5,000.00), ® 19. Authority. The undersigned persons executing this Contract on behalf of Purchaser and Seller represent and certify that: (a) they fully are empowered and duly are authorized by all necessary action of Purchaser and Seller, respectively, to execute and deliver this Contract; (b) they have full capacity, power, and authority to enter into and carry out this Contract; (c) the execution, delivery, and performance of this Contract duly have been authorized by Purchaser and Seller, respectively; and (d) this Contract is the legal, valid, and binding obligation of Purchaser and Seller, respectively. 20. Survival of Representations. All representations, warranties and agreements contained in this Contract shall survive the closing, and Purchaser and Seller each shall indemnify and hold harmless the other from and against any and all claims, actions, liabilities, losses, damages, injuries, costs and expenses (including without limitation, attorneys fees and court costs). incurred as a result of, or in connection with, any breach of any representation, warranty or agreement contained in this Contract. 11 5 ® This Offer to Purchase is executed by Purchaser this day of 1998. "PURCHASER": THE CITY OF CARMEL EVELOPMENT COMMISSION iL?ZI Printed: Title: X -e sl GYG'r7 T "SELLER": HARRIGAN ENTERPRISES, INC. AMD1 By: -1 / -1 Printed: Harry G. Morgan Title: President HAEDC\HARRIGAN.WPD 11988 lJ