HomeMy WebLinkAboutOld TOwn Properties/CRC/$400,000/Land Contract for Chaos Building Cam.-e-o_J
LAND SALE CONTRACT
This Land Sale Contract(the"Contract"), entered into by and between Old Town operties,
LLC (the "Seller"), and The City•of Carmel Redevelopment Commission ("CRC"), this 10 day of
November, 2009, WITNESSES:
Recitals
WHEREAS, Seller and CRC have entered into that certain Purchase Agreement dated
September 25, 2009 (the "Purchase Agreement");
WHEREAS, pursuant to the Purchase Agreement, Seller has agreed to convey to CRC,and
CRC has agreed to purchase from Seller, certain real estate owned by Seller and more particularly described
and/or depicted on Exhibit A, attached hereto and incorporated herein (the "Parcel"), together with and
including all of Seller's right, title, and interest in and to: (a) all buildings and improvements located on the
• Parcel (the "Improvements"); and (b)all rights, interests, privileges, and easements in any way appertaining
to the foregoing, or used in connection therewith, including, without limitation, the Liquor License (as
hereinafter defined) (the "Rights");
WHEREAS, the Parcel, the Improvements, and the Rights, collectively, are the "Property";
WHEREAS, pursuant to the Purchase Agreement, the purchase price for the Property is
$400,000.00 (the "Purchase Price");
WHEREAS, pursuant to the Purchase Agreement: (a)the purchase price for the Property is
$400,000.00 (the"Purchase Price");and(b) $20,000.00 of the Purchase Price shall be allocated to the Liquor
License (as hereinafter defined) (the "Liquor License Purchase Price");
WHEREAS, the Purchase Agreement contemplates that, at the closing of the transaction
contemplated in the Purchase Agreement (the "Closing"): (a) CRC shall pay to Seller $60,000.00 of the
Purchase Price; and (b)Seller and CRC shall enter into a land sale contract pursuant to which CRC shall pay
the remaining $340,000.00 of the Purchase Price;
WHEREAS, notwithstanding the Purchase Agreement, CRC shall pay $320,000.00 of the
Purchase Price(the"Purchase Price Remainder")pursuantto the terms and conditions of this Contract,which
Purchase Price Remainder represents $340,000.00 less the Liquor License Purchase Price;
WHEREAS, pursuant to Subsection 1(d),the Liquor License Purchase Price may be added
to the Principal Balance (as hereinafter defined);
WHEREAS, the Closing occurred on the date hereof; and
WHEREAS, Seller and CRC desire to enter into this Contract;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, Seller and CRC agree as follows:
1. Purchase Price Remainder. CRC shall pay the Purchase Price Remainder as follows:
(a) Interest. Interest shall accrue on the unpaid principal balance of the Purchase Price
Remainder remaining from time to time(the"Principal Balance"),with such interest accruing:
(i) from the date hereof (the "Execution Date") until the Purchase Price is paid in full; and
(ii) at the rate of 6.00% per annum (the "Interest Rate"). The Principal Balance and the
accrued but unpaid interest(the"Accrued Interest"), collectively, are the"Contract Balance".
(b) Payment.
(i) On the first day of the first full calendar month following the
Execution Date, CRC shall pay to First Merchants Bank, National
Association, as holder of the first mortgage on the Property (the
"Mortgagee") the Accrued Interest for the period: (A) commencing on the
Execution Date; and (B) ending on the last day of the calendar month in
which the Execution Date occurred.
(ii) Commencing on the first day of the second full calendar month
following the Execution Date, and continuing thereafter on the first day of
each month, CRC shall pay to Mortgagee 83 equal monthly payments of
principal plus interest in the amount of$Z 43si7,which is the amount
necessary to fully amortize the Purchase Price Remainder over a 20-year
period at the Interest Rate. Each monthly payment paid to Mortgagee shall
be applied: (A) first, as described in those certain loan documents by and
between Seller and Mortgagee on even date herewith with respect to the
mortgage loan issued by Mortgagee to Seller (the "Loan Documents");
(B) second, to Accrued Interest; and (C) third, to reduce the Principal
Balance.
On the first day of the 85th full calendar month following the
Execution Date (the "Final Payment Date"), CRC shall pay to: (A) the
Mortgagee an amount required for the Mortgagee to release its first
mortgage on the Parcel(the "Mortgage"),the principal balance owed under
any Loan Documents, in any event, shall not exceed $300,000.00; and (B)
Seller a balloon payment in an amount equal to the Contract Balance after
the payment to Mortgagee described in this Subsection.
(c) Prepayment. CRC may make prepayments of any amount of the Contract Balance
at any time without penalty or premium,which prepayments shall be: (i) applied: (A)first, as
described in the Loan Documents; (B)second, to Accrued Interest; and (C)third, to reduce
the Principal Balance; and (ii) made to the Mortgagee.
(d) Liquor License. Pursuant to the Purchase Agreement, CRC, at the Closing,
purchased Seller's liquorlicense,No.RR 2925580(the"Liquor License"). The parties hereby
acknowledge that the transfer of the Liquor License has not been completed.
Notwithstanding anything to the contrary herein,if the Liquor License ultimately is transferred
to CRC or its designee, then the Principal Balance immediately shall be increased by
$20,000.00.
2. Taxes and Insurance.
(a) Taxes. Pursuant to the Purchase Agreement, Seller and CRC agreed to a proration
of:(i)all general and special governmental and utility assessments(the"Assessments");and
(ii)the real estate taxes: (A) payable during 2010; (B) assessed for and first becoming a lien
against the Property during 2009; and (C)assessed for and first becoming a lien against the
Property after 2009 (all of the foregoing real estate taxes, collectively, are the "Real Estate
Taxes"). CRC acknowledges that: (i) it received a credit against the Purchase Price at
closing in the amount of the Assessments and Real Estate Taxes that were not: (A) to be
assumed by CRC; and (B) due and payable at the time of closing; (ii) Seller shall not be
further liable for such Assessments or Real Estate Taxes;and (iii) CRC shall be responsible
to pay all such Assessments or Real Estate Taxes. Accordingly, from and after the date
hereof, CRC shall pay all Assessments and Real Estate Taxes due after the Execution Date.
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CRC,at its expense and upon written notice to Seller, may contest on its and Seller's 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 CRC, and CRC,
upon written request by Seller, shall provide to Seller evidence that CRC has paid such
Assessments and Real Estate Taxes.
(b) Insurance. CRC shall maintain, or cause to be maintained, types and amounts of
insurance with respect to the Property as required by the Loan Documents (the "Required
Insurance"). All policies of insurance required to be maintained by CRC hereunder shall
name Seller and the Mortgagee as an additional insureds. CRC, upon written request by
Seller,shall provide to Seller evidence that CRC is maintaining the Required Insurance. The
Required Insurance may be maintained under a "blanket policy" insuring other parties and
other locations so long as the minimum insurance policy requirements and limits set forth
herein are maintained.
(c) Payment. If: (i) CRC fails to: (A) pay any Assessments or Real Estate Taxes; or
(B)maintain the Required Insurance;and (ii)such failure continues for ten days after written
notice from Seller; then Seller may pay such Assessments or Real Estate Taxes, or obtain
the Required Insurance, as the case may be, and add the amount paid to the Principal
Balance.
3. Possession and Title. Seller and CRC acknowledge that: (a) on the Execution Date, Seller has
given CRC full and complete possession of the Property; (b) as of the date hereof, CRC has the right to any
income from the Property;and (c)Seller has provided to CRC a land contract owner's policy of title insurance
issued by Hamilton Title Security, LLC (the "Title Insurer"), and satisfactory to CRC (the"Land Contract Title
Policy"). After the date hereof, Seller shall not encumber the Property with a mortgage or any other lien,
except for the Mortgage.
4. Damage. All proceeds of the Casualty Insurance received by CRC and Seller as payment for any
loss of, or damage to, the Property shall be applied as determined by CRC either: (a) to restoration and/or
repair of the Property; or(b)toward prepayment of the Contract Balance; provided that, if an uncured Event
of Default (as defined in Section 9) exists on the date of receipt of such proceeds, then Seller may require
such proceeds to be applied: (a) first, toward prepayment of the Mortgage Loan; and (b) second, toward
prepayment of the Contract Balance to the Mortgagee, with any excess to be paid to CRC.
5. Mechanics' Liens. CRC shall not suffer or cause the filing of any mechanic's lien against the
Property. If any mechanic's lien is filed against the Property, or any part thereof, for work claimed to have
been done for, or materials claimed to have been furnished to, CRC, then Seller, at its option, may compel
the prosecution of an action for the foreclosure of such mechanic's lien by the lienor. If: (a) any such
mechanic's lien is filed; and (b) an action is commenced to foreclose the lien; then, upon receipt of written
demand from Seller, CRC, at its expense, shall cause such mechanic's lien to be released by: (a) filing a
written undertaking with a surety approved by the Court;and (b)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, or as giving CRC the right or authority to contract for, authorize, or permit, the
performance of any work or the furnishing of any materials that would permit the attaching of a valid
mechanic's lien.
6. Indemnification. CRC hereby assumes all risk and responsibility for accidents,injuries,or damages
to persons and property arising from its use and control of the Property. Each party shall indemnify and hold
harmless the other from and against any and all claims, judgments, liabilities, losses, costs, and expenses
(including,without limitation,reasonable attorneys'fees and court costs)arising from,or connected with,such
party's: (a)failure to perform any of its obligations under this Contract; or (b) control or use of the Property
(including,without limitation,anydamage or injury to person or property);provided that these indemnifications
shall not include any matter against which Seller or CRC is protected (or is required by the terms of this
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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. Use. CRC may use the Property for any legal purpose. CRC shall have the right to demolish that
portion of the Improvements depicted and/or described on Exhibit B,attached hereto and incorporated herein.
Except to the extent that CRC is permitted to demolish the Improvements, CRC 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, CRC shall comply with all applicable federal, state, or local laws,
statutes, or ordinances, or governmental rules, regulations, or orders. Until the Contract Balance is paid in
full, Seller, from time to time, at reasonable times, and upon prior written notice to CRC, may enter upon and
inspect the Property.
B. CRC Defaults. Each of the following shall constitute an "Event of Default" for purposes of this
Contract:
(a) Failure by CRC to make any payment,including,without limitation,any payment due
under Sections 1 or 2,within 10 days after delivery of written notice by Seller;.provided that
Seller shall not be required to give, and CRC shall not be entitled to receive, such notice
more than two times in a given calendar year;
(b) Failure by CRC to observe or perform any term or condition of this Contract to be
observed or performed by CRC with respect to insurance,and the continuance of such failure
for 30 days after delivery of written notice by Seller;
(c) Failure by CRC to perform or observe any other term or condition of this Contract,
and the continuance of such failure for 30 days after delivery of written notice by Seller;
provided that, if such failure is of a nature that it reasonably cannot be cured within 30 days,
then no Event of Default shall be deemed to have occurred so long as CRC: (i)commences
to cure such failure within 30 days; and (ii) diligently pursues such cure to completion;
(c) The making of any levy on, or any seizure or attachment of, the Property;
(d) CRC: (i) institutes or consents to any proceedings: (A) in insolvency; (B) for the
adjustment, liquidation, extension, or composition or arrangement of debts; 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; (Hi) makes an assignment for the benefit of creditors; or (iv) admits in writing its
inability to pay debts as they become due; or
(e) Any part of the Property, or all or a substantial part of the property or assets of CRC,
is placed in the hands of any appointed receiver, trustee or other appointed officers or
representatives 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 CRC
consents, agrees or acquiesces to the appointment of any such receiver or trustee.
9. Seller Remedies. If an Event of Default occurs and is continuing, then: (a) at the option of Seller:
CO the entire Contract Balance shall become immediately due and payable without any notice or demand of
any kind; and (ii) Seller shall have the right to exercise any and all remedies available at law or in equity to:
(A) collect the Contract Balance; (B) foreclose this Contract; and (C) protect Seller's interest under this
Contract and in and to the Property; or (b) Seller may exercise any and all remedies available at law or in
equity to enforce the observation or performance by CRC of the terms and conditions of this Contract. All the
remedies available to Seller shall be cumulative and not exclusive, and the failure by Seller to exercise any
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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 Event of Default at any time thereafter.
10. Transfer of Title. Upon payment by CRC of the Contract Balance, Seller shall convey to CRC fee
simple title to the Property by general warranty deed, subject only to: (a)easements and restrictions of record
as of the Execution Date (other than the Mortgage), as disclosed in the Land Contract Title Policy; (b) the
rights of persons in possession of the Property claiming by, through, or under CRC; (c) the lien of all Real
Estate Taxes payable by CRC hereunder;and(d)any otherencumbranceswhich,by the terms and conditions
of this Contract, are to be paid by CRC. In addition to the foregoing, Seller shall deliver the following to CRC:
(a) a vendor's affidavit, in form and substance satisfactory to CRC and the Title Insurer;
(b) an affidavit that Seller is not a"foreign person", in form and substance similar to that
delivered to CRC at the Closing; and
(c) an affidavit that the Parcel is not"property"under the Indiana Responsible Property
Transfer Law, as amended, in form and substance similar to that delivered to CRC at the
Closing.
11. 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) sent by facsimile, with electronic confirmation of
receipt; or (c) sent by national overnight courier; in all events to the following addresses: to CRC at City of
Carmel, Indiana, One Civic Square, Carmel, Indiana 46032, Facsimile: 317-844-3498, Attn: Les Olds, with
a copy to: Karl P. Haas, Wallack Somers & Haas, One Indiana Square, Suite 1500, Indianapolis, Indiana
46204, Facsimile: 317-231-9900; or to Seller c/o Barker Law Offices, 650 North Rangeline Road, Carmel,
Indiana 46032,Facsimile:317-575-6260,Attn:David J.Barker. Either party may change its address for notice
by written notice delivered to the other party as provided above.
12. Assignment Rights. CRC shall not sell, assign, pledge, mortgage, encumber, or transfer its rights
and interests in and under this Contract without the written consent of Seller; provided that CRC, without the
written consent of Seller, shall have the right to: (a) assign this Contract to any agency or instrumentality of
the City of Carmel, Indiana; or (b) sell, assign, pledge, mortgage, encumber, lease, subcontract, or transfer
its rights and interests in and to the Property to a party that has committed to CRC that it will utilize and/or
redevelop the Property. Notwithstanding any sale, assignment, pledge, mortgage, encumbrance, lease,
subcontract,or transfer by CRC permitted under this Section,CRC shall remain obligated hereunder until the
Contract Balance is paid in full. This Contract otherwise shall be binding upon, and shall inure to the benefit
of, Seller and CRC and their respective heirs, personal representatives, successors, and assigns.
13. Authority. The undersigned persons executing this Contract on behalf of Seller and CRC represent
and certify that: (a) they are fully empowered and authorized by all necessary action of Seller and CRC,
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 have been duly
authorized by Seller and CRC, respectively; and (d)this Contract is the legal, valid and binding obligation of
Seller and CRC, respectively.
14. Miscellaneous. The terms and conditions of this Contract shall be governed by and construed in
accordance with the laws of the State of Indiana. This Contract supersedes the Purchase Agreement, and
is the final expression of the complete and exclusive agreement between Seller and CRC with respect to the
Property. No agreement by and between Seller and CRC to modify or amend this Contract shall be binding
and enforceable,unless all terms and conditions of the modification or amendment are set forth in writing and
signed by Seller and CRC. At the request of either party:(a)both parties shall execute a memorandum of this
Contract; and (b) CRC, at its expense, shall record the same.
[Signature page to follow.]
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IN WITNESS WHEREOF,Seller and CRC have executed this Contract as of the day and year
first written above.
SELLER:
OLD TOWN PROPERTIES, LLC
By: Carmel Develop ent, LLC, Member
By: /._
Tho .s J az anaging
Mem:.r
CRC:
THE CITY OF CARMEEfLREDEVELOPMENT
CO MI RM (�/
N G� .
By: Ronald E. Carter, President
•
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ACKNOWLEDGMENTS
STATE OF INDIANA )
SS:
COUNTY OF HAMILTON )
Before me,a Notary Public in and for the State of Indiana, personally appeared Thomas J. Lazzara,
the Managing Member of Carmel Development, LLC, a Member of Old Town Properties, LLC, who
acknowledged the execution of the foregoing Land Contract on beh. • such entity.
e' %CI
WITNESS my hand and Notarial Seal thisles VIM, rer, 2009.
• By: r•►.►aGrgalloasen...—
•
N
_' r.q`w:, WILLIAM B.OLSEN � otary Public
E.; Hamilton County
ity.."i / My Commission E
r�"y Printed Name:
,„ Tres
June 30 2016
•
I am a resident of _County, Indiana.
My commission expires
STATE OF INDIANA )
SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for the State of Indiana, personally appeared Ronald E.Carter,the
President of the City of Carmel Redevelopment Commission, who acknowledged the execution of the
foregoing Land Sale Contract on behalf of such entity.
WITNESS my hand and Notarial Seal t /Oday of November, 2009.
By: fr,� (T 4.G�Gt°Zt
Notary Public , / /�
I/ Printed Name: Oo'/q/d /T' 0/ice°P60 el
I am a resident of ?Wi7:///.c'' County, Indiana.
My commission expires 6 /57(-5-
This instrument was prepared by Ryan R.Wilmering,Attorney-At-Law,Wallack Somers&Haas,One Indiana
Square, Suite 1500, Indianapolis, Indiana 46204. 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.
Ryan R. Wilmering
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EXHIBIT A
Depiction and/or Description of the Parcel
Part of Lot Number 15 in Warren and Phelps Addition of Bethlehem, now Carmel, Hamilton County, Indiana,
as per plat thereof, recorded in Deed Record H, page 258 in the Office of the Recorder of Hamilton County,
Indiana, described as follows, to-wit:
Begin 2 '/, feet East of the Northwest corner of said Lot and run thence South 132 feet; thence East 28 feet;
thence North 132 feet; thence West 28 feet to the place of beginning.
EXHIBIT B
Description and/or Depiction of Improvements That May Be Demolished
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