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HomeMy WebLinkAboutGrande Blvd - Parcel 1- Ransburg, Lenna 200804044 WARR DEED $22.00 DULY ENTERED FOR T TION 08/06/2008 11:35:43A 4 PGS Subject to final acceptance forlransfer Jennifer J Hayden HAMILTON County Recorder IN f day of,___ ZO Recorded as Presented o4t 7 4iditor of Hamilton County Parcel le/ id Project: Grande Boulevard, Phase I Parcel: 1 WARRANTY DEED THIS INDENTURE WITNESSETPT THAT Le a Ransburg (individually and collectively the "Grantor "1_ convey and warrant t the City of Carmel, 7 di l the "Grantee"), for the sum of Ninety —Four Thousand Six Hundred TwentyvN0 /00 Dollars 94., 625.0) other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, e offing described real estate in Hamilton County, State of Indiana: See attached Exhibit A, which is attached hereto and incorporated herein Subject to any and all easements, agreements, restrictions and other matters of record. It is understood between the parties hereto, and their successors in title, and made a covenant herein which shall run with the land, that all real estate herein described (excepting any parcels or portions thereof that are specifically and expressly designated as easements or temporary rights of way) are conveyed in fee simple and not merely for right of way purposes, and that no reversionary rights whatsoever are intended to remain in the Grantor. i° WITI\TEST IEREOF, Grantor has caused this Warranty Deed to be executed this day of 2008. G•' TO Printed: Lcnna Ransburg Title: NOTARY CER'1111CATION PAIGE E. WAREHAM STATE OF INDIANA Notary Public, State of Indiana 1L SS: Commission Expires July 4, 2015 COUNTY OF c_ T71Y71,1 /{7Y` Before me the undersigned, a Notary Public in and for said County and State, personally appeared Lerma Ransburg who acknowledged the execution of the foregoing Warranty Deed for and on behalf of such Grantor, and who, having been duly sworn, stated that the representations therein contained are true. WITNESS my hand and Notarial Seal this y of 2008. 03Blic J Q My Commission Expires: (f.'k '7 2 f U( M111,4 o Q� County of Residence: M 'L I 2�_•�. Z Notary Signa e It AO Notary Printed Name This instrument was prepared by Douglas C. Haney, Carmel City Attorney, City•Hall, One Civic Square, Carmel, Indiana 46032 Send tax bills to: One Civic Square, Carmel, IN 46032 After recording, return deed to: Douglas C. Haney Carmel City Attorney, City Hall, One Civic Square, Carmel, Indiana 46032 1 affirm, under the penalties for perjury, that I have taken reasonable care to r t each and every Social Security number from this document, unless it is required by law. P.4444%.y sift 831464v1 2 Project: Grande Boulevard Phase 1 Sheet 1 of 1 Parcel 1 Fee Simple A part of the Southwest Quarter of the Southwest Quarter of Section 25, Township 18 North, Range 3 East in Hamilton County, Indiana, and being that part of the grantor's land lying within the right -of -way lines depicted on the attached Right -of -Way Parcel Plat marked Exhibit `B described as follows: Beginning on the west line of said quarter- quarter section North 0 degrees 01 minute 13 seconds West 614.86 feet from the southwest corner of said quarter quarter section designated point "892" on said Plat, said beginning point designated "223" on said Plat: thence continuing North 0 degrees 0I minute 13 seconds West 39.14 feet along said west line to the northwest corner of the grantor's land; thence North 88 degrees 41 minutes 27 seconds East 433.34 feet along the north line of the grantor's land to point designated "225" on said Plat; thence South 1 degrees 17 minutes 53 seconds East 39.21 feet to point designated "224" on said Plat; thence South 88 degrees 42 minutes 07 seconds West 434.21 feet to the point of beginning and containing 0.389 acres, more or less. This description was prepared for the City of Carmel, Indiana by Tracy L. McGill, Indiana Registered Land Surveyor, License Number LS20500009, on the 10 day of December, 2007. u1u uuni up,, /p /K Flo. v r t 20500009 J STATE OF s kaututaimmo EXHIBIT A (l of 2) I Project: Grande Boulevard Phase 1 Sheet 1 of 1 Parcel IA Fee Simple A part of the Southwest Quarter of the Southwest Quarter of Section 25, Township 18 North, Range 3 East in Hamilton County, Indiana, and being that part of the grantor's land lying within the right -of -way lines depicted on the attached Right -of -Way Parcel Plat marked Exhibit "B described as follows: Commencing at the southwest corner of said quarter- quarter section designated point "892" on said Plat; thence North 0 degrees 01 minute 13 seconds West 654.00 feet along the west line of said quarter quarter section to the northwest corner of the grantor's land; thence North 88 degrees 41 minutes 27 seconds East 1243.35 feet along the north line of the grantor's land to the point of beginning of this description, said point designated "228" on said Plat: thence continuing North 88 degrees 4I minutes 27 seconds East 67.33 feet along said north line to the east line of said quarter quarter section; thence South 0 degrees 09 minutes 01 second East 27.19 feet along said east line; thence South 89 degrees 50 minutes 59 seconds West 40.00 feet to point designated "229" on said Plat; thence North 46 degrees 45 minutes 34 seconds West 37.59 feet to the point of beginning and containing 0.033 acres, more or less. This description was prepared for the City of Carmel, Indiana by Tracy L. McGill, Indiana Registered Land Surveyor, License Number LS20500009, on the 10 day of December, 2007. <z• STE 4C.9 0 41_73..J No. `t t 120500009 I 1 fi=t STATE OF S tJRV'' ivftimuuntittito EXHIBIT A .(2 of 2) 0 0820 /06/2008 8040449 11 MTG $16.00 Jennifer J Ha 4311 3 PGS AA\ HAMILTON Count den Recorded as Presentorder IN PARTIAL SATISFACTION OF MORTGAGE FOR VALUE RECEIVED, the undersigned hereby RELEASES from the lien of a certain Real Estate Mortgage executed by Lenna Ransburg, and NATIONAL CITY BANK, SUCCESSOR BY MERGER TO NATIONAL CITY BANK OF INDIANA, a national banking association, dated December 14, 1992 calling for $1,500,000.00, and recorded December 16, 1992 as Instrument No. 1992050060 in the Office of the Recorder of Hamilton County, Indiana the following described piece of land, which is included in said mortgage, viz: Exhibit A IT BEING EXPRESSLY UNDERSTOOD AND AGREED by and between the parties hereto that this release is in no way to operate to discharge the lien of said mortgage from any other of the premises described therein, but is only to release therefrom the portion thereof particularly above described, and none other; and that the remaining unreleased portions of the premises in said mortgage described are to remain as security for payment of the indebtedness secured to be paid thereby, and for the full performance of all the covenants and obligations in said mortgage and the Note therein mentioned, together with all conditions therein. I WITNESS my hand this 0 day of Y 2008. NATIONAL CITY BANK, SUCCESSOR BY MERGER TO NATIONAL CITY BANK OF INDIANA /2 By: Chuc Knox Business Banking Officer STATE OF INDIANA SS: County of Hamilton Before me, the undersigned a Notary Public in and for said County and State, this day of '(`,6v 2008 personally appeared Chuck Knox, an Officer of NATIONAL CITY BANK, SUCCESSOR BY MERG TO i l'ATIONAL CITY BANK OF INDIANA, a national banking association and acknowledged the execution of the foreg•ing Partial Release of Mortgage for and on behalf of said bank and stated that the representations contained are true. p WITNESS my hand and Notari Seal this 0 day of 2008. t oroth 4444 otary Public ys .0%4, $�[ntjr; of Residence: ar j v C�firn fission Expires: gUS" E. Spi Ha Hota►y Public o D gtso of Indiana, Hamilton County v r" _T., o mission Expires 11/05/201 �yCom Prepared by Chuck Knox. I affirm, under the penalties for perjury, that I have taken "'re,,s,Q.ab•le care to redact each Social Security number in this document, unless required by law, Chuck Knox. Project: Grande Boulevard Phase 1 Parcel Sheet 1 of 1 Fee Simple A part of the Se uthwest Quarter of the Southwest Quarter of Section 25, Township North, Range 3 Bast .m Hsm g Ian of the grantor's County, Indiana, and being that l t K 's land lying within the right -Of -way lines depicted an the attached Right -of -Way Parcel Plat marked Exhibit 'B described as follows: Beginning n the west line o said uarter u f 9 -q artcr section North 0 degrees 01 mrnutt 13 seconds West 514.815 feet from the southwest corner of said quarter` -queer section designated point "892" on said Plat, t. Said beginning point designated "223" on said Plat thctncc continuing North 0 degrees 01 minute 13 seconds West 39.14 feet along said west line to tthe northwest corner of the grantor's land; thence North 88 degree 41 minutes 27 seconds East 433.34 feet along the north lint of the grantor's land to point designated "225' on sand Plat; thence South 1 degree; 17 minutes 53 seconds Bast 39.21 feet 10 point designated "224" on said Plat; thence South 88 digrees 42 mingles 07 seconds West 434.21 feet to the point of beginning and containing 0.389 accts, more or les& This description was pl- eparcd for the City of Carmel, Indiana by Tracy L Registered Lad Surveyor, License Number 1S20500009, on the a Y day o f December, 2tx17. 00 7- r 00003 srmt: OF -r4 SUTO aars EXH181T 1 A (1 of 2) 2008 -I 6_J3 Id: 37 7 T2 J 1 FI _I.� J L Page 43 w Project: Grande Boulet+ard Phase 1 Farce! IA Sheet 1 of 1 Fee Simple A part of the Sbuthwest Quarter of the Southwest Quarter of Seen ors 25, Township 18 North, Range 3 East ih Hamilton County, Indiana, and being that part of the grantor's land lying within the tight-cif-way lines depicted on the attached Right -of -Way Parcel Plat marked Exhibit "13", described as follows: Commencing at the southwest comer of said quarter- quarter section designeltcd point h N 192 on said Plat; thence NortNorth 0 degrees 01 minute 13 seconds West 654.00 feet along the west line of said quarter charter sccti n to the northwest corner of the grantor's land; thence North 88 degrees 4 minutes 27 seconds Last 1243.35 feet along the north line of the grantor's land to the point of bcgintiiiug of this description, said point designated -22r on said .Plat theoce continuing -North 88 degree 41 minutes 27 seconds East 67.33 feet along said north lino to the east line of said uarter- u 9 q arter section; thence South 0 degrec4 09 minutes 01 second East 27.19 feet along said east flue; thence South 89 degrees 50 rr 59 seconds West 40.00 feet to point designated '229" on said Plat; thence North 45 degrees 45 minutes 34 seconds West 37.59 feet to the point of beginning and containing 0.033 acres, more or less. This description was prepared for the City of Camtel, Indiana by Tracy L. McGill, Indiana Ref .viered Land Surveyor, License Number LS20500009, on the 10 day of December, 200 No.- 20500009 STATE OF vi) SUFA, EXH.03tr I A (2 of 2) 1 2001,=, I Ih, -Il I!':.37 3171; 52'32 Page 4d 2008040450 PT RELEASE $16.00 i) 08/06/2008 11:35:43A 3 PGS U Jennifer J Hayden I Ul HAMILTON County Recorder IN Recorded as Presented PARTIAL SATISFACTION OF ASSIGNMENT OF RENTS FOR VALUE RECEIVED, the undersigned hereby RELEASES from the lien of a certain Real Estate Assignment of Rents executed by Lenna Ransburg, and NATIONAL CITY BANK, SUCCESSOR BY MERGER TO NATIONAL CITY BANK OF INDIANA, a national banking association, dated December 14, 1992 calling for $1,500,000.00, and recorded December 16, 1992 as Instrument No. 1992050061 in the Office of the Recorder of Hamilton County, Indiana the following described piece of land, which is included in said ASSIGNMENT OF RENTS, viz: Exhibit A IT BEING EXPRESSLY UNDERSTOOD AND AGREED by and between the parties hereto that this release is in no way to operate to discharge the lien of said ASSIGNMENT OF RENTS from any other of the premises described therein, but is only to release therefrom the portion thereof particularly above described, and none other; and that the remaining unreleased portions of the premises in said ASSIGNMENT OF RENTS described are to remain as security for payment of the indebtedness secured to be paid thereby, and for the full performance of all the covenants and obligations in said ASSIGNMENT OF RENTS and the Note therein mentioned, together with all conditions therein. WITNESS my hand this day of Y 2008. NATIONAL CITY BANK, SUCCESSOR BY MERGER TO NATIONAL CITY BANK OF INDIANA By: Chuc nox Business Banking Officer STATE OF INDIANA SS: County of Hamilton day of Before me, the undersigned a Notary Public in and for said County and State, this 2008 personally appeared Chuck Knox, an Officer of NATIONAL CITY BANK, SUCCESSOR BY MERe1 TO Fj ATIONAL CITY BANK OF INDIANA, a national banking association and acknowledged the execution of the foreg•ing Partial Release of ASSIGNMENT OF RENTS for and on behalf of said bank and stated that the representations contained are true. WITNESS my hand and Notarial S -.I this 40 day of �ie 2008. ss n) otary Public •r^= J J -71 �V m CA Mo CcOnty of Residence: n z■ My C�Cmmiss� ©n Expires: E BOTTOM Notary Public State of Indiana, Hamilton County My Commission Expires 11/05/2010 This Document Prepared by Chuck Knox. I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law, Chuck Knox. 06/17/2118 1,2:46 FAX 13175804158 NATIONAL CITY 03]003 Project: Grande Boulch,a.rd Phase 1 Parcel i Sheet 1 of 1 Fee Simple .A .part of the Southwest Quarter of the Southwest Quarter of 25,, Township North, Range 3 East m FMK of the grantor's County, Indiana, and being that 1 ik 's land lying within the right-Of-way lines depicted on the attached Right-of-Way Parcel Plat marked Exhibit •B described as •follows: Beginning on the west line of said quarter-quarter section North 0 degrees 01 mmntrte 13 seconds West 5J4.86 fees from the southwest corner of said quarter- quarter sector designated point "892" on said Plat. t. Said beginning point designated "223" on said Plat thence continuing North 0 degrees Ot minute 13 seconds West 39_14 Feet along said west line to'ithe northwest corner of the grantor's land; thence North 8$ degree 41 minuses 27 seconds giast 43334 feet along the north )inc of the grantor's land to point designated "225" on sand Plat; thence South 1 degrees 17 minutes 53 seconds Pmt 39.21 feet to point designated "224" on said Plat, thence South 88 degrees 42 minutes 0'7 seconds West 434.21 feet to the point of beginning and containing 0.389 acres, more or )es-s. This description was pleparcd for the City of Caren Register laud Surye)For, License N umb LS205000 el, Indiana by 3 o the 10 day December', ,2007. Y ernbea, 2007. 1 tlty M• No, N 0500009 ME OF EXHIBIT A (1 of 2) 2008-013-03 d:3 317 FI _II:1 52 32 Page 43 06/17/2008 12:46 FAX 13175804158 NATIONAL CITY 1004 I Project: Grande Boulevard Phase 1 Parer.) IA Sheet 1 of 1 Fee Simple A part niche Southwest Quarter o the Southwest Quarter ofSectzvrz 25, Township 18 North, Range 3 Fast ih Hamilton County, Indiana, and being that part of the grantor's land lying within the rightwdf -way lints depicted on the attached Right -of -Way Parcel Plat marked Exhibit 13 described as follows: Commencing at the southwest corner of said quarter quartet section designdted point 892 on said Plat; thence North 0 de h 01 minute 13 seconds West 654.00 feet along the west line of said quarter quarter section to the northwest corner of the grantor's Mend; thence Nom 88 degrees 4 minutes 27 seconds Cast 1243,35 feet along the north line of the grantor's land to the point of beginning of this description, said point dmsignared '22r on said .Play; thence continuing -North 88 degrees 41 minutes 27 seconds East 67.33 feet along said north line to the east line of id uarter- u 9 q arter section; thence South 0 deg/cc- 09 minutes 01 second East 27.19 feet along said east ripe; thence South 89 degrees 50 rrriaures 59 seconds West 40.00 feet to point designated '229" on said Plat; thence North 46 degrees 45 minutes 34 seconds Vest 37.59 feet to the point of beginning and containirlg 0.033 acres, more or less. This description was prepared for the City of Cannel, Indiana by Tracy L. McGill, Indiana ReOstered Land Surveyor, Liccnse Number LS20500009, on the 10 day of December, 2007. L 41!) No. 20500009 STATE OF EXftiDrr A (2 of 2) 200;3 116 -11 'l_' 37 317 5232 Page 44 f SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the "Agreement is entered into this t day of 2008, by and between the City of Carmel, Hamilton County, Indiana (the "City") an Lenna Ransburg, an adult individual "Ransburg Recitals A. The City is a municipality duly organized and existing pursuant to the laws of the State of Indiana. B. Ransburg owns the real estate and improvements located on Guildford Road, Hamilton County, Carmel Indiana 46032 and commonly known as Twin Lakes Apartments "Ransburg Property C. Pursuant to Indiana law, the City is entitled to exercise the power of eminent domain. D. Pursuant to a condemnation lawsuit captioned City of Carmel v. Lenna Ransburg, et al., Hamilton County Superior Court, Room No. 1, Cause No. 29D010808PL588 (the "Condemnation Lawsuit the City seeks to obtain from Ransburg certain rights in a portion of the Ransburg Property in order to construct a public right -of -way project known as Grande Boulevard (the "Project E. To develop the Project, Carmel needs to acquire fee simple title to a portion of the Ransburg Property measuring 0.422 acre "Parcel 1 and Parcel 1A"). A true and accurate copy of the legal description of Parcel 1 and Parcel 1 A is attached hereto as Exhibit A. A diagram showing the location of Parcel 1 and Parcel 1 A is attached hereto as Exhibit B. F. To develop the Project, Carmel also needs to acquire a temporary right -of -way across a portion of the Ransburg Property measuring 0.229 acre "Parcel 1B through Parcel 1F"). A true and accurate copy of the legal description of Parcel 1B through Parcel 1F is attached hereto as Exhibit C. Upon completion of the Project, Parcel 1B through Parcel 1F shall revert to Lcnna Ransburg. G. Parcel 1 and Parcel 1 A and Parcel 1B through 1F are collectively referred to herein as the "Real Estate H. The parties to this Agreement desire that any and all disputes among them regarding the Condemnation Lawsuit be settled and forever set at rest and that the parties be spared the trouble, expense and delay of further litigation. I. After consulting with their legal counsel, the City and Ransburg have agreed to resolve all of their current disputes concerning (a) the Real Estate, and (b) the Condemnation Lawsuit, without the expense, uncertainty, and necessity of additional litigation, to buy their peace without admitting to any liability, and to settle all possible current claims therein on the basis hereinafter stated. Agreement In consideration of the mutual covenants contained in this Agreement, the actions taken pursuant thereto, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The City and Ransburg reallege and incorporate by reference each and every recital set forth above in paragraphs A through I of this Agreement. 2. Right of Entry and Temporary Construction Easement. Ransburg has previously delivered a Right of Entry to the City, a copy of which is attached hereto as Exhibit D. Upon the parties execution of this Agreement, Ransburg agrees to enter into the Temporary Easement Agreement attached hereto as Exhibit E and incorporated herein as if fully set forth. The Right of Entry and the Temporary Construction Easement are collectively the "Right of Entry Documents" and allow the City to continue the Project during the time that the remaining conditions of this Agreement are satisfied. 3. Settlement Amount. In consideration of the sum of Ninety -Four Thousand Two Hundred Sixty -Five Dollars ($94,265.00) (the "Settlement Amount together with other good and valuable consideration provided by or on behalf of the City and in accordance with the terms of this Agreement, Ransburg shall (a) convey a fee simple interest in Parcel 1 and Parcel 1A, free of all liens and encumbrances, to the City by a Warranty Deed in the form attached hereto as Exhibit F, (b) execute a Sales Disclosure Form in the form attached hereto as Exhibit G, (c) complete the W -9 in the form attached hereto as Exhibit H, and (d) obtain a Partial Release of Mortgage in the form attached hereto as Exhibit I (collectively the "Settlement Documents It is further understood and agreed that Ransburg shall be responsible for and satisfy all property taxes, if any, on Parcel 1 and Parcel 1 A which become due and payable before the date of this Agreement. Until such time as the real estate tax bills separate Parcel 1 and Parcel 1A from the Ransburg Property, Ransburg shall be responsible for paying all real estate taxes for Parcel 1 and Parcel 1A. The City shall reimburse Ransburg for that portion of the real estate taxes which are attributable to Parcel 1 and Parcel 1 A as determined on a per acre basis. For example, the real estate taxes for the Ransburg Property for the year 2007 due and payable in 2008 are $56,456.88, which is divided by 20.03 acres (the number of acres within such applicable tax parcel) to equal $2,818.62 per acre. When divided by .442 acres (Parcel 1 plus Parcel 1A) the real estate taxes applicable to Parcel 1 and Parcel I for 2007 due and payable in 2008 equals $1,189.45 (the "Parcel 1 and Parcel 1 A Tax Amount Ransburg shall deliver to the City evidence that real estate taxes for the Ransburg Property, including Parcel 1 and Parcel 1 A Tax Amount have been paid in full. The City shall calculate and reimburse Ransburg for the Parcel 1 and Parcel 1A Tax Amount within forty -five (45) days after receipt of evidence of the payment of such taxes. 1145650v4 2 4. Other Consideration. In addition to the Settlement Amount set forth in Paragraph 3, the City agrees to the following: a. During construction of the Project, the City shall maintain access across Ransburg Drive until such time as the Access Point (as defined herein) at Shea Court is completed. Notwithstanding the foregoing, Ransburg acknowledges that there may temporary restrictions on such access which restrictions shall be limited to non -peak hours (i.e. between 9:00 a.m. and 3:00 p.m.) and that at some point in the Project, all or a portion of such drive may be stone instead of asphalt. To the extent practical, the City will provide notice to Ransburg of any closing of access from Ransburg Drive. 126 Street adjoining the Ransburg Property is not part of the Project. b. The City, at its expense, shall construct two (2) thirty foot (30') wide access points on Grande Boulevard to the Ransburg Property. Such access points shall be (i) a full access point with an appropriate median cut at Shea Court; and (ii) a right in/right out only access point provided at Elliott Drive (collectively the "Access Points The Access Points are shown on Exhibit J attached hereto and incorporated herein. Ransburg will grant any necessary temporary construction easements for the construction of the Access Points without additional compensation by the City. 5. Drainage. The Project incorporates the existing drainage patterns and drainage systems entering the Grande Boulevard right -of -way from the Ransburg Property. The Project will not worsen the existing drainage from the Ransburg Property. 6. Encumbrances on the Real Estate. Ransburg has not executed or permitted anyone on her behalf to execute any conveyance, mortgage, lien, lease, security agreement, financing statement, or encumbrance of or upon Parcel 1 and Parcel lA other than a mortgage to National City Bank fka First Federal Savings Bank of Kokomo. Further, Ransburg has made no contract to sell all or part of Parcel 1 and Parcel 1 A to anyone other than the City. To the best of Ransburg's knowledge, there are no unpaid claims for labor done upon or materials furnished for Parcel 1 and Parcel 1 for which liens have been or may be filed. 7. Resolution of Condemnation Lawsuit. Upon the execution of this Agreement, the Right of Entry Documents, and the Settlement Documents, the parties represent and warrant that they will file the necessary papers and pleadings to dismiss the Condemnation Lawsuit. 8. Outstanding Claims. The City and Ransburg hereby represent that they know of no claims, rights, demands, or causes of action which they have or may have against each other or each others agents, employees, officers, directors, attorneys, representatives, insurers, successors, or assigns arising out of or relating to the Real Estate other than those claims, rights, 1145650v4 3 demands, or causes of action which are being released and discharged pursuant to this Agreement. 9. Continuing Cooperation. To the extent questions, concerns, or disputes develop concerning the fee simple or other interest transferred pursuant to the Settlement Documents, or the intent of the City or Ransburg under the terms of this Agreement, then the City and Ransburg shall cooperate to resolve the same in a prompt manner. Where appropriate, the City and Ransburg shall agree upon and execute additional documentation necessary to resolve any such questions, concerns, or disputes. 10. Attorneys' Fees and Costs. The City and Ransburg shall bear their own attorneys' fees and costs incurred and associated with the Condemnation Lawsuit. 11. Representations and Warranties. The parties warrant that no promises or inducements for this Agreement have been made except as herein set forth, that they are competent and duly authorized to execute this Agreement, and that they execute it knowingly and voluntarily and accept responsibility therefore. The parties further acknowledge that they have received independent legal advice from their attorney or attorneys with respect to the advisability of signing this Agreement and that execution hereof is made without reliance upon any advice, statement or representation made by any other party, except for representations contained in this Agreement. 12. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana. The parties agree that all disputes concerning the interpretation or implementation of this Agreement shall be resolved by an Indiana court of competent jurisdiction. 13. Successors. Each of the provisions of this Agreement herein shall be binding upon and shall inure to the benefit of the successors and assigns in interest of the parties. 14. Entire Agreement. This Agreement and the exhibits hereto set forth the entire agreement among and between the parties with respect to the subject matter hereof and there are no agreements or understandings, whether oral or written, between the parties hereto except the Agreement and the exhibits attached hereto. This Agreement shall not be modified or amended except by an agreement in writing executed by all the parties hereto. The terms hereof are contractual and not mere recitals. 15. Severability. If any part, term or provision of this Agreement should be found to be invalid or unenforceable by any applicable law or court of applicable jurisdiction, that part, term or provision shall be replaced by a provision which comes as close as possible to the intended result of the invalid provision, and the economic purpose thereof, and which is valid and enforceable. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 1145650v4 4 16. Negotiated Agreement. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement or any of the exhibits attached hereto. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party. 17. Original Agreement. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement. [THIS SPACE LEFT INTENTIONALLY BLANK] 1145650v4 5 IN WITNESS WHEREOF, the parties, either personally or by their duly authorized agents, have executed this Agreement effective as of the date first written above. CITY OF CARMEL, INDIANA B rte Y: Printed: 3 G c ei- Title: 4,041.4 tl i s rof 770 �t/ STATE OF INDIANA SS: COUNTY OF HAMILTON Before me, a Notary Public in and for said County and State, personally appeared 3. e. ��YCjiJ who, having been duly sworn, acknowledged the execution of this Agreement to be his voluntary act and deed and warranted that he was duly authorized to enter into this Agreement on behalf of the City of Carmel. Witness my hand and Notarial Seal this day of 4.�d 2008. C.J (i ature aki (Printed Name) Notary Public My Commission Expires: County ofResidence: oe-5--00 �/r 1145650v4 6 V 44mA/ V Lenna Ransburg STATE OF INDIANA SS: COUNTY OF Zf Before me, a Notary Public in and for said County and State, personally appeared Lenna Ransburg who, having been duly sworn, acknowledged the execution of this Agreement to be her voluntary act and deed. Witness my hand and Notarial Seal this L5 -"day of 2008. ViiVMS, PAIGE E. WAREHAM 1 re Notary Public, State of Indiana VV/��11Z11 My Commission Expires July 4, 2015 (Printed(Name) Notary Public My Commission Expires: County of Residence: qt(i 2,0/4 1145650v4 7