HomeMy WebLinkAbout166789 12/10/2008 CITY OF CARMEL, INDIANA VENDOR: 00352007 Page 1 of 1
0 ONE CIVIC SQUARE M I MARSHALL ISLEY BANK
CARMEL, INDIANA 46032 PO BOX 3114 CHECK AMOUNT: $4,50D.D0
MILWAUKEE WI 53201 -3114
CHECK NUMBER: 166789
CHECK DATE: 12110/2008
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
X02 4460822:`:. 111808 4,500.00 FIRST INDIANA -OLD TOW
n
M &I MARSHALL AND ILSLEY BANK Pa 1 of 1
COMMERCIAL LOAN LINE 1- 800 588 -2823 LOAN STATEMENT
P 0 BOX 3114
MILWAUKEE WI 53201 -3114
Account/Note Number 00002006141 -00001
Statement Date 11/18/08
I��n���In�In, nIIu�I�IneIII�InIInn��Iul ,����e���I���i Officer MINNIS,KAREN L
Branch Number 245500
THE CITY OF CARMEL REDEVELOPMENT Current Balance $142,479.78
COMMISSION Payment Due Date 12/01/08
III W MAIN ST SUITE 140
CARMEL IN 46032 -1905 Amount Due $13,325.00
SUMMARY
Netelr'atpgvey r��rort liiterest Mat�irity; DeschpGon %Amounf: ?,l
Balanoe Rate Date
00001/0 142,479.78 4.2.50000 07/12/09 Principal Payment 5,999.34
Past Due Principal 5,890.71
Interest To 12/01 /08 500.66
Past Due Interest 609.29 _Qd
Late Char Due 32".Q_
Total Due On 12/01/08 $13,325.00
RATE INFORMATION
YEAR -TO -DATE SUMMARY
.:Interesl,Paid 8;848.92 Escrow Interest;Paid 0.00
E; Funds' 0.00 secrow Balance O.f10
Taxes sbursed; 0.90
UNPAID SILL INFORMATION
Nofe Payment Payment Principal Interesf Other fsorvw
Number<.....:bue Date Amount
00001 11/01108 6,500.00 5,890.71 609.29 0.00 0.00
LAN0SALE CONTRACT
This Land Sale Contract (the "Contract"). entered into by and between First lndisp Bank
S��/�, The C ofCmme� Redevelopment Commission (the "Purchaser"), ��duyof
MaFG 2006, WITNESSES:
Recit
WHEREAS, Seller and Purchaser have entered into that certain Purchase Agreement dated
February (the "Purchase Agrmemeny);
WHEREAS, punouantho the 9urchase ent.SeUe,haasgroedhaoonveybdPunohaser,
and Purchaser has agreed bz purchase from Seller, certain moa|entateovvnad by Seller and more particulady
described on Exhibit A�he^Parue\''). together vvithand ino|ud�Qall ofSmUe�a right, UUe,and interest inand
to: (a)aU buildings and improvements |onahadonthaParce|(the''|mprovmmnents
p nn
�i|aQma, and easements in any way appertaining to the hmreQn\ng, or used in connection therewith (the
"Rights");
WHEREAS, the Parcel, the Improvements, and the Rights, collectively, are the "Property';
VVHEREAG, pursuant to the Purchase Agnaement, the purchase price for the Property is
$400.000.UD (the "Purchase Prioe^);
WHEREAS, the Purchase Agreement requires that, at the closing of the transaction
contemplated therein (Lhe^ClouinQ Purchaser shall .**_of the Purchase Price;
and (b) Seller and Purchaser shall enter into a land sale contract pursuant to which Purchaser shall pay the
remaining of the Purchase Price (the "Purchase Price Rennainder^)kzSaUec
WHEREAS, the Closing occurred on the date hereof, and Seller and Purchaser desire to
enter into this Contract as required by the Purchase Agreement;
Agr
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, Seller and Purchaser agree aofollows:
i Possession and T��' SeUerand Purchaser acknowledge Mhat�(m)on the Exe:u�onDo�.3eUwr
h m given Purchaser fuUand cornp|ebepossession of the Propm�y�(b)aaoYthe date henao�Purchaser has
the right any ho income from the Property; and (o) Seller has provided to Purchaser land contract
purchaser's policy of title insurance issued Title Security, LL(� (the "Title Insurer"), and
by Hamilton After the date hereof, B |Nssha|notmnoun�bmr
satisfactory ��r��e,8� "��C����T�a9�� r e me
the Pnopedyw/�hanmodgmgaor any other iimn.
2. Purchase Price Remainder. Purchaser shall pay the Purchase Price Remainder swfollows.
Initial t Pursuant to the Purchase Agreement, Purchaser has paid -Payment.
Purchase Price Remainder.
(b) Interest. Interest shall accrue on the principal balance of the Purchase Price
Remainder remaining from time to tirne (the"Principal Balance"), with such interest accruing:
(i) from the rdate hereof (the "Execution Date") until the Purchase Price is paid in full; and
(ii� at a per annum.rate (the 'Interest Rate") equal to: (A) the rate quoted by Seller from time
to time as its "prime rate" or "base rate" (the "Prime Rate"); plus (B) 25 basis points (1/4%);
zADocummv\Shv. Jcnmm0vmc°rmelTm*ma/^na-20MLxnd v/N^m^
Sale Contraet\ o"lecvmm"...S.wm
which Interest Rate uhed| change concurrently with each change in the Prime Rate. The
Principal Balance and the accrued but unpaid interest (the "Accrued |nkanest").cml
are the "Contract Balance".
M Payment,
(i) On the first day of the first full calendar month following the
Execution Date, Purchaser shall pay to Seller the Accrued Interest for the
period (A) commencing on the Execution Date; and (G) ending on the last
day of the calendar month in which the Execution Date occurred.
(1i) Commencing on the first day cf the second full calendar month
following the Execution Date, and continuing thereafter on the first day of
each month for 12 consecutive calendar months, Purchaser shall pay to
Seller equal monthly payments in the amount of$8.5DO.OD.
(iii) Commencing on the Om* day of the 14 full calendar month
following the Execution Date, and continuing thereafter onthe first day of
each month for 12 consecutive calendar months, PurchasorahaU pay to
Seller equal monthly payments |n the amount of$8.5O0.O0.
(iv) Commencing on the first day of the 26* full calendar month
following the Execution Oo**, and continuing thereafter on the first day of
each month for 11 consecutive calendar months, Purchaser shall pay to
Seller equal monthly payments in the amount of$4.5OO.00.
M Each of the foregoing monthly payments shall be applied first to
Accrued Interest, with any remaining amounts being applied to reduce the
Principal Balance, If any monthly payment im insufficient ho pay all Accrued
Interest, then such unpaid Accrued Interest shall be added to, and become
partof, the Contract Balance.
(VI) On the first day of the full calendar month following the
Execution Date. Purchaser shall pay toSeller and such
payment shall be applied 5raL to Accrued |nharen1, with any remaining
amounts being applied to reduce the Principal Balance.
(vii) On the first day of the 37 full calendar month Yo|kmvng the
Execution Date (the "Final Payment Dmby^). Purchaser shall pay to Seller m
balloon payment in an amount equal bothe Contract Balance and all
Accrued Interest.
Prepayment. Purchaser make prepayments of any ountuftheCon1ra�
Balance at �n time without penalty or premium, AJ|paymenhsmmdabyPurohoser.induding
prepayments, shall be applied first to Accrued Interest, with any remaining amounts being
applied bo reduce the Principal Balance.
3. Transfer ofTitle. Upon payment b Purchaser of the Contract Balance and all Accrued Interest,
Seller shall convey \o Purchaser fee simple title tothe Property by general warranty deed, subject only to:
(o) easements and restrictions of record anof the Execution Date. os disclosed in the Land Contract Title
Policy; (b) the rights gf persons in possession of the Property claiming b .throuQh.orundmrPurohmser;(n)the
lien of all Assessments and installments of Real Estate Taxes payable by Purchaser hereunder; (d) any other
encumbrances which, by the terms and conditions of this Contract, are to be paid by Purchaser; and (e) any
other encumbrances arising under, by, or through Purchaser. {n addition ho the foregoing, Seller shall deliver
zZocvn�"uahomnJenny\c/tyorcam"°/s"z/"u/am^-2005u" d Numm
Sale c^"tracma" Sale c"mm"*S.wpa
the fo|kowingto Purchaser: (u)a Vendor's affidavit, in form and substance bl Purchaser and the
Title Insurer; and (b) an affidavit that Seller is not a "foreign person", in form and substance similar to that
delivered bz Purchaser at the Closing.
4, Taxes and Insurance.
(a) Taxes. Pursuant to the Purchase Agreement, Purchaser assumed, and agreed
to pay: (i) all general and opmois| governmental and utility assessments becoming a lien
against the Property after the Execution Date (the "Assessments"); and (ii) the real estate
taxes assessed for and first b min lien against th Property d hn 2ODG (the 'Real
Estate Taxes"). Purchaser acknowledges thmt:(i)nrcma/vwoocnaoumQonmt the Purchase
Price at closing in the amount of the Assessments and Real Estate Taxes that were not:
(A) to be assumed by Purchaser, and (B) due and payable at the time of closing,; and
(0 Seller shall not be further liable for such Assessments or Real Estate Taxes, and
Purchaser shall be responsible to pay all such Ammmammmntn or Rea/ Eohaby Taxes.
Accordingly, Purchaser shall pay all Assessments and Real Estate Taxes that become due
after the Ex ecution Date. Purchaser, at its expense and upon written notice to Seller, may
contest on its and Sellers behalf any changes of the assessed valuation of the Property.
Seller shall cause all statements for Assessments and installments of Real Estate Taxes to
be sent directly to Purchaser, and Purchaser, upon written request by Seller, shall provide
to Seller evidence that Purchaser has paid such Assessments and installments of Real
Estate Taxes.
(b) Insurance. Purchaser shall maintain standard liability insurance, with coverage of
not less than $5,000,000.00, which insurance (the "Required Insurance") shall name Seller
aoan additional insured with respect hz the Property. Purchaser shall provide Seller with a
certificate of insurance showing that Seller io an additional insured with respect hzthe
Property, and, upon written request by Seiler, shall provide to Seller evidence that Purchaser
continues to maintain the Required Insurance.
(u) Payment., If: (i) Purchaser fails to: (A) pay any Assessments or installments of Real
Estate Taxes; or (B) maintain the Required Insurance; and (ii) such failure continues for ten
days after written notice from Seller then, in addition to pursuing remedies available to Seller
pursuant to Section B. Seller may: (i) pay such Assessments or installments ofgem| Estate
Toxen, or obtain the Required |nmunanoe, as the case may be; and (ii) add the amount or
premium paid 10 the Contract Balance.
6' Mechanics' Liens Rm|momm' Purchaser shall not suffer n, cause the OUn0 of any mechanic's lien
ogoinni the Property. If. any mechanic's lien ia@edagainst the Property, or any part thereof, for work claimed
to have been done for, or materials claimed to have been furnished to, Purchaser, then Seller, at its option,
thepnuoecuboncfanaoUnnforthehzneduoun:mfeumhmeohan|c'm|ianbythe|ieno: (a) any
such compel
mechanic's lien is filed; and (b) an action is commenced io foreclose the lien; (hen, upon receipt of
written from Seller, 9unzhaner, at its oxpenoe, shall cause such mechanic's lien tobe released by�
i h t bo,�|aauaauchmeohanio'm|ion�(b)fiUngawh�onunde�akingwjdh
(a) paying mnnpuneasananmmanoary
m surety approved by the Court; and obtaining a court order releasing the Property from such mechanic's
lien. Nothing in this Contract shall be deemed or construed to constitute consent to, or a request of any party
for, oraa giving Purchaser 1ha,ighturmuthorityt000ntran±fur.authorize.orpmrmit.dhepedbmmancwofuny
work or the furnishing of any materials that would permit the attaching of a valid mechanic's lien. Promptly
upon receipt of written dannand. Purchaser shall reimburse Seller for any costs incurred 'by Seller in
connection with any mechanic's lien arising undor, by. or through Purchaser (ino}udinQ, without limitation,
reasonable attorneys' #*es).
W. Purchaser Indemnification. Purchaser assumes all risk and responsibility for accidents, injuries,
or damages to persons and property arising from its use and oonbr| of the Property. Each party shall
ZADocumentskShoup. Jc"maOtyorCa"""mn�'mm"='mv$u""d o/Nmo^
Sale ovmp"manus"i"roomm'.O.wpm
and hddhmnm(eso the other from and against any and all claims, judgments, UmbU�mo losses,
d (including, without limitation, b| attorn '#sos and court costs) arising from,
or connected with, such party's control or use of the Property (including, without limitation, any damage or
injury to person or property); provided that these indemnifications shall not include any matter against which
Seller or Purchaser is protected (or is required by the terms of this Contract to be protected) by insurance.
If either party, without fault, becomes a party to litigation commenced by or against the other party, then the
party by or against whom litigation is commenced shall indemnify and hold harmless the other party.
7. Property Use and Operation. Purchaser may use the Property for any legal purpose, including that
Purchaser at any time may alter or demolish the Improvements. Purchaser otherwise shall: (a) use the
Property in a careful manner; (b) keep the Property in good repair; and (c) not commit waste on the Property.
In connection with its use of the Property, Purchaser shall comply with all applicable federal, state, or local
laws, statutes, or ordinances, or governmental rules, regulaflons, or orders. Until the Contract Balance is
paid in full, Seller, from time to time, at reasonable times, and upon prior written notice to Purchaser, may
enter upon and inspect the Property. If there is darnage to the Property by fire or other casualty, then
Purchaser, at its expense, shall perform such work as may be necessary or appropriate to return the Property
to a safe, clean, and sightly condition.
0' Purchaser Defaults. Each of the following shall constitute a "Purchaser Default" forpurpuneoufthis
Contract:
(a) RoUurm by Purchaser to make any payment on or before the date on which the
payment first becomes due, and the continuance of such failure for ten days after receipt of
written notice from Seller;
(b) Failure by Purchaser to observe or perform any term or condition of this Contract to
be observed or performed by Purchaser with respect to insurance, and the continuance of
such failure for ten days after receipt o[ written notice from Seller;
(o) Failure by Purchaser to perform or observe any other term or ommdQnn of this
Contract, and the continuance of such failure for 30 days after receipt of written notice from
Seller provided that, if such failure is of a nature that it reasonably cannot be cured within 30
duvo then no Purchaser Default shall be deemed to have occurred so long as Purchaser:
(i) commences to cure such. failure within. 30 days; and (ii) diligently pursues such cuna4o
completion;
(c) The making of any levy on, or any seizure o, attachment of, the Property;
(d) Purchaser: (i) institutes nr consents to any proceedings: (A)|n insolvency; (B) for the
adjustment, liquidation, extension, or composition or arrangement ofdebts; or (C) for any
other relief under any insolvency law or laws relating to the relief or reorganization of debtors;
(ii) files an answer admitting bankruptcy or insolvency, or in any manner is adjudged
insolvent; (iii) makes an assignment for the benefit of creditors; or (iv) admits in writing its
inability bo pay debts ao they become due; or
(e) Any part oY the Property, U or a substantial part of the property or assets of
Purchaser, is placed in the hands of any appointed receiver, trustee, or other appointed
officer or representative of any court, and the appointment of such receiver, trustee, or other
officer or representative is not vacated or set aside within 90 days of the appointment, or
Purchaser consents, agrees or acquiesces to the appointment of any such receiver or
trustee,
9' Seller Remedies. If Purchaser Default occurs and is oontinuing, then at its option, 8eUerrnay�
(m) declare the ondns Contract Balance to become immediately due and payable by written notice to
z:\Dm""°mts�Sh""v, JmuyC.*vrconnrm/n*/"u/"na-2oo51and o/uar06
Sale cvm*`\La"x Sale m~xm,"s,wpd
Purohmser, in which case, Seller shall have the right to exercise any and ail remedies available at law or in
equity to: (i)collect the Contract Balance; and (0foreclose this Contract;, (b) exercise any and all remedies
available at law or in equity to enforce the observation or performance by Purchaser ofthe terms and
conditions of this Contract. All of the remedies available to Seller shall be cumulative and not exclusive, and
the failure by Seller to exercise any remedy at any time shall not operate as a waiver of the right of Seller to
exercise any remedy for the same or any subsequent Purchaser Default at any time thereafter. Seller shall
be entitled to recover from Purchaser all uoota, and expenses (including, without |imnitoUon, reasonable
attorneys' fees, paralegal fees, and court costs) arising from, or connected with, a Purchaser Default.
10. Seller Defaults. If Seller fails to perform or observe any term or condition of this Contract, and such
failure continues for 30 days after receipt of written notice from Purchaser, then Seller shall be|n default under
this Contract (the "Seller Default"); provided dnot, if such failure incfo nature that it reasonably cannot be
cured within 30 doyy, than no Seller Default shalt be dmmnoad to have occurred so long as Seller:
commences to h failure within 30 d and (ii) diligently pursues such cure to completion. If
Seller Default occurs and ws continuing, then Purchaser may exercise any and all remedies available at law
orin equity Uownfo,oetheubnmnxaVonorporfmmnonowb Seller of the terms and conditions of this Contract
(including, without limitation, enforcing the obligations of Seller to convey to Purchaser fee iimple title to the
/"'e*/. of the remedies available to Purchaser shall be and and .~...e
by Purchaser to'exerclse any remedy at any time shall not operate as a waiver of the right of Purchaser to
exercise any remedy for the same or any subsequent Seller Default at any time thereafter. Purchaser shall
be entitled to recover from Seller all costs, and expenses (including, without limitation, reasonable attorneys'
fees and court costs) arising from, or connected with, a Seller Default.
11' Notices. All mobmas permitted or required to be given hereunder shall be in vvhUng, and shall be
deemed to be delivered when: (a) delivered personally; (b) sent by facsimile, with electronic confirmation of
receipt; or'(c) sent by national overnight courier; in all events to the following addresses: to Purchaser at City
of Carmel, Indiana, One Civic Square, Carmel, Indiana 4GO32.Facsimile: 31T-844'3488. Attn: Les Olds, with
o copy to: Kad P. Haas, Esq., Wallack Somers Haas, One Indiana Square, Suite 1500, Indianapolis, Indiana
46204. Facsimile: 317-231-9000; or (b) to Seller at First Indiana P|ezm. 136 North Pennsylvania Stnae�
Indianapolis, Indiana 46204, Attn: Jack Thompson, with a copy to: Philip A. Nicely, Esq., Bose McKinney
Evans, 600 East 96 th Street, Suite 500, Indianapolis, Indiana 46204. Either party may change its address for
notice by written notice delivered to the other party oa provided above.
12' Assignment Rights. Purchaser shall not sell, assign, pledge, mortgage, encumber, or transfer its
rights and interests in and to the Property and under this Contract without the written consent of Seller;
provided that Purchaser, without the written consent ofS |ier.ahaUhaveVhehghtbzamnignUh|uContrmct,to�
(a) any agency orinstrumentality of the City nfCarmei. |ndianm, in which case Purchaser shall remain
obligated hereunder until the Contract Balance is paid in full: or (b) a party that has.committed to Purchaser
that it will redevelop the Property, |n which case the Contract Balance shall be paid in full at the time ofsuch
assignment. This Contract otherwise shall be binding upon, and shall inure to the benefit of, Seller and
Purchaser and their respective heirs, personal representatives, successors, and assigns.
13. Authority. The undersigned persons executing this Contract on behalf ofSeller and Purchaser
represent and certify that: (o) they are fully empowered and authorized by all necessary action of Seller and
Purchaser, respectively, to execute and deliver this Contract; (b) they have full capacity, power, and authority
ho enter into and carry out this Contract; (c) the execution, delivery, and performance of this Contract have
been duly authorized by Seller and Purchaser, respectively', and (d) this Contract is the legal, valid and binding
obligation of Seller and Purchaser, respectively.
14. Miscellaneous, The terms and conditions o[ this Contract shall be governed by and construed in
accordance with the laws mf the State ofIndiana. This Contract supersedes the Purchase Agreement, and
is the final expression of the complete and exclusive agreement between Seller and Purchaser with respect
hn the Property- No agreement by and between Seller and Purchaser to modify or amend this Contract shall
be binding and enforceable, unless all terms and conditions of the modification or amendment are set forth
z n"yCit o/mWw^
Sale c,mzacma.oSale C"ntmomO.wpm
hn writing and signed by Seller and Purchaser. Purchaser, a1 its expense, may record either this Contractor
o memorandum of this Contract, end�if Purchaser elects bo record such m memorandum, then Seller shall
execute and deliver the memorandum toPurchaser.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Contract as of the day
and year first written above.
THE CITY OFCARK8EL
Ronald'E. Carter, President
FIRST INDIANA
Printed: L"I al""
Title:
Jenn Carmae=maana-20m'La~ 0 IuUT06
S ale
ACKNOWLEDGMENTS
STATE OF\NDIANA
)SS:
COUNTY OF
8efona N PybU i and for the State of| ��ma pe�m��appe��Ro��EC����e
Commission, ion who acknowledged the execution of the
President of the City of Carmel Redevelopment pn�m�s
foregoing Land Sale Contract on behalf of such entity.
WITNESS nny hand and Notarial Seal this D- day oYZt^-A-"- 1 2006
By
NotaN Public
Printed Name:
0
nm a naaidentof 0 2mt County. Indiana.
Nyo��m�s�m�mmg
STATE OF INDIANA
8Q:
COUNTY OF
i and for Ul State of Indiana, personally appeared
Notary First Indiana Benh, who acknowledged the
execution of the foregoing Land Contract on behalf of such entity.
/�~�u
VV�NES8my hand and N�mha|Seal this o/
Notary Public
Printed Name:
am m resident of nty, Indiana.
My commission expires
This instrument was prepared by Jennifer R. Shoup, Attorn .VVallachSomoro&Haas.Dna|ndiana
Square, Suite 15OU. Indianapolis, Indiana 4G3O4.
m:uw
=,�w���"mn�I�i"=��s�n
Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee I
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
Q 5
k-
Total L 00, (JD
I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6.
20
Clerk- Treasurer
VOUCHER NO. WARRANT NO.
ALLOWED 20
OL h 4 l S L< y ��il X IN SUM OF
D a 31Iq
M,`) ►J1 53zoj-filly
L1, 5 0
ON ACCOUNT OF APPROPRIATION FOR
�oz Liy 6aZz-
Board Members
PO# or INVOICE NO. ACCT #!TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
dz b g tlylv 2 S�D,96 bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
C, l 20 0K
ig ature K
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund