HomeMy WebLinkAboutBPW-04-02-09-01 City of Carmel/Martin Marietta Agreement
Resolution NO. BPW - 04-02-09-01
WHEREAS, the Board of Public Works of the City of Carmel, Indiana (the "BPW") has
previously approved certain documents entered into by and between BPW and American Aggregates
Corporation'd/b/a Martin Marietta Aggregates ("Martin Marietta"), including (without limitation):
(1) Agreement for Purchase and Sale,dated September 27, 2007 (the "Purchase Agreement"); (2)
Coexistence Agreement dated September 27, 2007 (the "Coexistence Agreement"); and (3)
Structural Amendments to Coexistence Agreement dated October 31, 2008 (the "Structural
Amendments") (sometimes referred to collectively hereinafter as 'the "Transaction Documents"),
which set forth certain rights and obligations of BPW and Martin Marietta (and their affiliates) as
they relate,to a parcel of property which is the subject of a condemnation proceeding initiated by the
BPW; and
WHEREAS, BPW wishes to ratify and affirm the Transaction Documents, and to further
authorize, BPW representatives to execute and deliver documents necessary to effect closing of the
transaction contemplated in the Transaction Documents;
NOW, THEREFORE, BE IT RESOLVED AND AGREED by the Board of Public Works
and Safety of the City of Carmel, Indiana, as follows:
That the BPW hereby ratifies and affirms the Transaction Documents.
2. That the members of the BPW are hereby authorized and directed to execute, deliver and
accept delivery of any and all documents required in connection with consummation of the
transactions contemplated in the Transaction Documents, including (without limitation) those
attached hereto as Exhibit A and incorporated herein by this reference, and any and all other
documents required to be executed and delivered as contemplated in the Transaction Documents
and/or otherwise required by a title company to issue an owner's policy of title insurance to The City
of Carmel, Indiana, on Behalf of the Department of Utilities, as contemplated in the Transaction
Documents (collectively hereinafter referred to as the "Closing Documents'). The Closing
Documents include the following:
(a) Limited Warranty Deed
(b) Vendor's Certificate
(c) Certification of Non-Foreign Status
(d) Sales Disclosure Form
(e) Easement Agreement (for continuing Martin Marietta operations)
(f) Memorandum of Agreements
(g) Closing Settlement Statements; and
(h) Stipulated Order Resolving Objections to Complaint (the "Stipulated Order")
1383794
1
3. That the members of the BPW hereby delegate the execution of all documents
required for consummation of the transactions contemplated by the Transaction Documents to
John M.. Duffy, Director of Utilities ("Duffy), and authorize Duffy to approve non-substantial
changes inform or substance to the Transaction Documents "and/or the Closing Documents as
may be necessary or appropriate to accomplish the purposes of this Resolution,. with any such
approval to. be conclusively evidenced by the authorized execution of such documents; provided,
however, that: (i) the Mayor of the City of Carmel, Indiana, may be required to execute certain of
the Closing Documents, and that Duffy shall not be permitted to sign such documents on behalf
of the Mayor; and (ii) legal counsel for BPW is hereby authorized to execute and deliver the
Stipulated Order for and on behalf of BPW.
SO RESOLVED by the Board of Public Works and Safety of the City of Carmel
Indiana, this K _ day of April, 2009.
CITY OF CARMEL, INDIANA
BY ITS BOARD OF PUBLIC WORKS
AND SAFETY
Jam Brainard, Presiding Officer
Date: y11 0710 `/
Mary nn Burke, Member
Date: 1 -0?-D /
Wat n, Member
?/ -02
ATTEST:
L. Cordray,/4MC Clerk-Treasurer
STATE OF INDIANA )
SS:
COUNTY OF EZN1 )
Before me, a Notary Public in and for said County and State, personally appeared James
Brainard, Marv Ann Burke, and Lori Watson, by me known to be the Members of the City of
?+Tbr ??l ?nrra? 3? lam" `
Carmel Board of Public Works and Safety, and Diana L. Cordray, Clerk-Treasure of the City of
Carmel, who acknowledged the execution of the foregoing "Resolution" on behalf of the City of
Carmel, Indiana.
Witness my hand and Notarial Seal this 70 day of , 2009.
NOTARY PUBLIC
My Commission Expires:
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C arw--,? 5
Printed.Name
My County of Residence: AU -4 I Azm
Date:
Prepared by: Randolph L. Seger
BINGHAM McHALE LLP
2700 Market Tower
10 West Market Street
Indianapolis, IN 46204
Exhibit A
Copies of Certain Closing Documents
[See Attached Documents]
1383794
,j
Resolution NO. BPW - 04-02-0901
WHEREAS, the Board of Public Works of the City of Carmel, Indiana (the "BPW") has
previously approved certain documents entered into by and between BPW and American Aggregates
Corporation d/b/a Martin Marietta Aggregates ("Martin Marietta"), including (without limitation):
(1) Agreement for Purchase and Sale dated September 27, 2007 (the "Purchase Agreement"); (2)
Coexistence Agreement dated September 27, 2007 (the "Coexistence Agreement"); and (3)
Structural Amendments to Coexistence Agreement dated October. 31, 2008 (the "Structural
Amendments") (sometimes referred to collectively hereinafter as the "Transaction Documents"),
which set forth certain rights and obligations of BPW and Martin Marietta (and their affiliates) as
they relate to a parcel of property which is the subject of a condemnation proceeding initiated by the
BPW; and
WHEREAS, BPW wishes to ratify and affirm the Transaction Documents, and to further
authorize BPW representatives to execute and deliver documents necessary to effect closing of the
transaction contemplated in the Transaction Documents;
NOW, THEREFORE, BE IT RESOLVED AND AGREED by the Board of Public Works
and Safety of the City of Carmel, Indiana, as follows:
That the BPW hereby ratifies and affirms the Transaction Documents.
2. That.the members of the BPW are hereby authorized and directed to execute, deliver and
accept delivery of any and all documents required in connection with consummation of the
transactions contemplated in the Transaction Documents, including (without limitation) those
attached hereto as Exhibit A and incorporated herein by this reference, and any and all other
documents required to be executed and delivered as contemplated in the Transaction Documents
and/or otherwise required by a title company to issue an owner's policy of title insurance to The City
of Carmel, Indiana, on Behalf of the Department of Utilities, as contemplated in the transaction
Documents (collectively hereinafter referred to as the "Closing Documents'). The Closing
Documents include the following:
(a) Limited Warranty Deed
(b) Vendor's Certificate
(c) Certification of Non-Foreign Status
(d) Sales Disclosure Form
(e) Easement Agreement (for continuing Martin. Marietta operations)
(f) Memorandum of Agreements
(g) Closing Settlement Statements; and
(h) Stipulated Order Resolving Objections to Complaint (the "Stipulated Order")
1383794
3. That the members of the BPW hereby delegate the execution of all documents
required for consummation of the transactions contemplated by the Transaction Documents to
John M. Duffy, Director of Utilities ("Duffy), and authorize Duffy to approve non-substantial
changes in form or substance to the Transaction Documents and/or the Closing Documents as
may be necessary or appropriate to accomplish the purposes of this Resolution, with any such
approval to be conclusively-evidenced by the authorized execution of such documents; provided,
however, that: (i) the Mayor of the City of Carmel, Indiana, may be required to execute certain of
the Closing Documents, and that Duffy shall not be permitted to sign such documents on behalf
of the Mayor; and (ii) legal counsel for BPW is hereby authorized to execute and deliver the
Stipulated Order for and on behalf of BPW.
SO RESOLVED by the Board of Public Works and Safety of the City of Carmel
Indiana, this day of. April, 2009.
CITY OF CARMEL, INDIANA
BY ITS BOARD OF PUBLIC WORKS
AND SAFETY
tr (cam/"??
Jame rainard, Presiding Officer
Date:
Mary Burke, Member
Date: %-r) 'DJ
Lori Wat Member
1:?_I j y
Date: 4
STATE;.OP'INDIANA
COUNTY OF ?
SS:
Before, me a Notary Public?in and for sai&Codntyand State, personal ly appeared James
Brainard, Mary Aht Burke, and Lori Watson, b me known.to be•the Me ers.of the-City of
Carmel Board of,Public' Works and Safety, and Diana L". Cordray; Clerk-Treasure o the City of
Carmel, who acknowledged the execution of the;foregoing "Resolution" on behalf of the"City of
Carmel, Indiana.
Witness myhand add.Notarial Seal this ?nO' day of 1\ 2009.
NQTARY PUBLIC
C Q r?? .\
My Commission Expires: Printed Nairie
7
,My County of 2esidence:?-?
Date: /424 9
Prepared by: Randolph L. Seger
BINGHAM M04ALE,.LLP
2700 Market Tower
110 West,Market Street
Indianapolis; N`46204
r
Exhibit A
Copies of Certain Closing Documents
[See Attached Documents]
r
1383794