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HomeMy WebLinkAboutChaos Bldg/Warranty Deed and Title Insurance clnc`�s Parcel No. WARRANTY DEED This Indenture Witnesseth, That OLD TOWN PROPERTIES, LLC, an Indiana limited liability company, ("Grantor") of Hamilton County, in the State of Indiana, Conveys and Warrants to THE CITY OF CARMEL REDEVELOPMENT COMMISSION, ("Grantee") of Hamilton County, in the State of Indiana, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the following described real estate in Hamilton County, in the State of Indiana: PART OF LOT NUMBER 15 IN WARREN AND PHELPS ADDITION TO 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 'A 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. Subject To those matters set forth on Exhibit A, attached hereto and incorporated herein. The address of such real estate is commonly known as: 29 W. MAIN STREET, CARMEL, INDIANA 46032. The person executing this deed on behalf of Grantor fully has been empowered by proper action of Grantor to execute and deliver this deed. In Witness Whereof Grantor has executed this deed this /0--day of NOVEMBER, 2009. OLD TOWN PROPERTIES,LLC By: Carmel Development, LLC, Member By: �! Thomas J a ira...ifir aging Membe ACKNOWLEDGMENT STATE OF INDIANA ) SS: HAMILTON COUNTY Before me, a Notary Public in and for the said County and State, personally appeared THOMAS J. LAZZARA as Managing Member for and on behalf of CARMEL DEVELOPMENT, LLC, as a Member for and on behalf of OLD TOWN PROPERTIES, LLC, who acknowledged the execution of the foregoing Warranty Deed, and who, having been duly sworn, stated that the representations therein contained are true. Witness my hand and notarial seal this 10 i� • ber, 2009. My Commission Expires: Signature /a'.:'-!_= Printed Notary Public Residing in County, Indiana This instrument prepared by David J. Barker,DAVID J. BARKER,P.C, 12588 Sandstone Run, Carmel, IN 46033 317-506-4394. I affirm, under the penalties of perjury,that I have taken reasonable care to redact each social security number in this document,unless required by law. David J.Barker Return and Send Tax Bills To: The City of Carmel Redevelopment Commission- ' 'M�•3 WILLIAM B.OLSEN One Civic Square ° Hamilton County Carmel, Indiana 46032 iy.,e.4,y;� My Commission Expires Attn: Les Olds ‘14..#,W June 30,2016 2 EXHIBIT A Exceptions VENDOR'S AFFIDAVIT STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON) OLD TOWN PROPERTIES, LLC, an Indiana limited liability company, being first duly sworn states that (hereinafter referred to as "Vendor") is this day conveying to THE CITY OF CARMEL REDEVELOPMENT COMMISSION, (hereinafter referred to as "Purchaser"), by Warranty Deed. (hereinafter referred to as "Deed"), the following described Real Estate located in Hamilton County, Indiana: PART OF LOT NUMBER 15 IN WARREN AND PHELPS ADDITION TO 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 'A 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. and commonly known as: 29 W. MAIN STREET, CARMEL, INDIANA 46032 (hereinafter referred to as "Real Estate"). The undersigned hereby represent that this real estate is not "property" as defined in Indiana Code 13-11-2-174, and is not, and has not been used, as a landfill or dump, and contains no underground storage tanks or toxic or hazardous waste or materials, and that no disclosure statement under Indiana Code 13-25-3-1, et. seq. (Indiana Responsible Property Transfer Law), is required for this transaction. In connection with the sale of Real Estate, Vendor has furnished Purchaser with a commitment for an owner's policy of title insurance for the Real Estate under date of August 3, 2009 issued by Hamilton Title Security, LLC as agent for Commonwealth Land Title Insurance Company, as number 2090364. Vendor has an indefeasible estate in fee simple in the Real Estate; and the Real Estate is free and clear of every kind of description lien, lease or encumbrance except the following: 1. Easements, agreements and restrictions of record disclosed in said commitment. 2. Current taxes not delinquent. 3. Whatever matters affecting the Real Estate, if any, disclosed in the Deed. Vendor has not executed, or permitted anyone in Vendor's behalf to execute, any conveyance, mortgage, lien, lease, security agreement, financing statement or encumbrance of or upon the Real Estate or any fixtures attached thereto, except as stated above, which is now outstanding or enforceable against the Real Estate. Vendor has made no contract to sell all or a part of the Real Estate to any person other than the Purchaser, and Vendor has not given to any person an option to purchase all or any part of the Real Estate, which is enforceable or exercisable now or at any time in the future. There are no unpaid claims for labor done upon or materials furnished for the Real Estate in respect of which liens have been or may be filed. The improvements upon the Real Estate are all located entirely within the bounds of the Real Estate, and there are no encroachments thereon. There are no existing violations of zoning ordinances or other restrictions applicable to the Real Estate. There is no judgment of any court of the State of Indiana or of any court of the United States that is or may become a lien on the Real Estate. No petition for bankruptcy has been filed by or against Vendor within the last six months, nor is any petition now pending with respect to Vendor for bankruptcy, insolvency or incompetency. Vendor is neither principal nor surety on any bond payable to the State of Indiana. The Real Estate is now in the possession of OLD TOWN PROPERTIES, LLC, an Indiana limited liability company, as owners and no other person has a right to possession or claims possession of all or any part of the Real Estate. Xendor will deliver possession of Real Estate to Purchaser on or before NOVEMBER/0, 2009, free and clear of any right or claim of any person to the possession of the Real Estate except NONE. Vendor is not acting, directly or indirectly, in any capacity whatsoever for any foreign country or national thereof, and Vendor is a limited liability company duly organized and in good standing under the laws of Indiana and the persons executing this affidavit and the Deed on behalf of Vendor are duly elected officers of Vendor and have been fully empowered by proper resolution of the Board of Directors of Vendor to execute and deliver this affidavit and the Deed; and Vendor has full corporate capacity to convey the real estate described herein and all necessary corporate action for the making of such conveyance has been taken and done. Vendor intends that each of the statements made herein shall be construed as a representation; each of the representations is made for the purpose of inducing Purchaser to purchase the Real Estate; and each of the representations, whether construed jointly or severally, is true. Vendor expressly authorizes Purchaser and all other persons to rely on such representations. 2 OLD TOWN PROPERTIES, LLC By: Carmel De elopment, LLC, Member By: Thomas . / .77,e aging Membe ACKNOWLEDGMENT STATE OF INDIANA ) SS: HAMILTON COUNTY Before me, a Notary Public in and for the said County and State, personally appeared THOMAS J. LAZZARA as Managing Member for and on behalf of CARMEL DEVELOPMENT, LLC, as a Member for and on behalf of OLD TOWN PROPERTIES, LLC, who acknowledged the execution of the foregoing Vendor's Affidavit, and who, having been duly sworn, stated that the representations therein contained are true. Witness my hand and notarial seal this lU y .� •. -1 b• 2009. ►--� My Commission Expires: Signature -•■■G■�:f Printed Nota • Public Residing in County, Indiana .::t. "". ;.,, WILLIAM B.OLSEN : ` N`nmi • Hamilton County ?,GE :•; My Commission Expires • ar Juno 30:2016 3 • a9-(� qQ-�ktof5 � M2.‘.5 CAc-o S Hamilton Title Security, LLC 865 W. Carmel Drive, Ste. 110, Carmel, Indiana 46032 *** (317) 843-5300 June 23, 2010 Agent' s Reference: 2090364 City of Carmel Redevelopment Commission • c/o Wallack, Somers, and Haas Attn: Ryan Wilmering One Indiana Square, Suite 1500 Indianapolis, IN 46204 Dear Mr. Wilmering, Enclosed please find the final owner' s title policy for the equitable interest of 29 and 37 W. Main Street in Carmel. There may be an additional charge for the issuance of a duplicate policy. Also, enclosed please find the Memorandum of Land Sale Contract and copies of the Mortgage and Assignment of Land Sale Contract which we have recorded in the Office of the Recorder of Hamilton County, Indiana. Thank you for coming to Hamilton Title Security, LLC. We welcome your call at (317) 843-5300 if you have any questions about your policy or the coverage it provides. Respectfully, Karen A. Rutledge Title Officer Questions regarding your policy or coverage should be directed to: Hamilton Title Security LLC Contact number (317)843-5300 If you(a) need the assistance of the governmental agency that regulates insurance; or(b)have a complaint you have been unable to resolve with your insurer you may contact the Department of Insurance by mail, telephone or email: State of Indiana Department of Insurance Consumer Services Division 311 West Washington Street, Suite 300 Indianapolis, Indiana 46204 Consumer Hotline: (800) 622-4461;(317) 232-2395 Complaints can be filed electronically at www.in.gov/idoi. r Commonwealth Policy No.: 1N0055-8]-2090364-2010.81306-80959908 OWNER'S POLICY OF TITLE INSURANCE Issued by Commonwealth Land Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, COMMONWEALTH LAND TITLE INSURANCE COMPANY,a Nebraska corporation(the"Company")insures,as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi) a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting, regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys'fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF,the Company has caused this Policy to be signed with the facsimile signatures of its President and Secretary and sealed as required by its By-Laws. r ■+1(--Srte_/ COMMONWEALTH LAND TITLE INSURANCE E.OMPANY � nmu u, Authorized Signatory ,. 4741/UI�,L_ Karen A. Rutledge If SEAL �rncr INOOSS 2090364 Hamilton Title Security LLC 865 W Carmel Dr Carmel , IN 46032 Tel:(317) 843-5300 Fax:(317) 843-5429 Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1, (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting, or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmentalpolice power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer;or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS improvements that by law constitute real property. The term "Land" The following terms when used in this policy mean: does not include any property beyond the lines of the area described in (a) "Amount of Insurance": The amount stated in Schedule Schedule A,nor any right,title,interest,estate,or easement in abutting A, as may be increased or decreased by endorsement to this policy, streets, roads, avenues, alleys, lanes, ways, or waterways, but this increased by Section 8(b).or decreased by Sections 10 and 11 of these does not modify or limit the extent that a right of access to and from the Conditions. Land is insured by this policy. (b) "Date of Policy": The date designated as "Date of (h) "Mortgage": Mortgage,deed of trust,trust deed,or other Policy"-in Schedule A. security instrument, including one evidenced by electronic means (c) "Entity": A corporation, partnership,trust, limited liability authorized by law. company,or other similar legal entity. (i) "Public Records": Records established under state (d) "Insured": The Insured named in Schedule A. statutes at Date of Policy for the purpose of imparting constructive (i) The term"Insured"also includes notice of matters relating to real property to purchasers for value and (A) successors to the Title of the Insured by without Knowledge. With respect to Covered Risk 5(d), "Public operation of law as distinguished from purchase, including heirs, Records" shall also include environmental protection liens filed in the devisees,survivors,personal representatives,or next of kin; records of the clerk of the United States District Court for the district (B) successors to an Insured by dissolution, where the Land is located. merger,consolidation,distribution,or reorganization; (j) 'Title": The estate or interest described in Schedule A. (C) successors to an Insured by its conversion to (k) "Unmarketable Title": Title affected by an alleged or another kind of Entity; apparent matter that would permit a prospective purchaser or lessee of (D) a grantee of an Insured under a deed the Title or lender on the Title to be released from the obligation to delivered without payment of actual valuable consideration conveying purchase,lease,or lend if there is a contractual condition requiring the the Title delivery of marketable title. (1) if the stock, shares, memberships, or 2. CONTINUATION OF INSURANCE other equity interests of the grantee are wholly-owned by the named The coverage of this policy shall continue in force as of Date of Policy in Insured, favor of an Insured,but only so long as the Insured retains an estate or (2) if the grantee wholly owns the named interest in the Land, or holds an obligation secured by a purchase Insured, money Mortgage given by a purchaser from the Insured,or only so long (3) if the grantee is wholly-owned by an as the Insured shall have liability by reason of warranties in any transfer affiliated Entity of the named Insured, provided the affiliated Entity and or conveyance of the Title. This policy shall not continue in force in the named Insured are both wholly-owned by the same person or Entity, favor of any purchaser from the Insured of either(i)an estate or interest or in the Land,or(ii)an obligation secured by a purchase money Mortgage (4) if the grantee is a trustee or beneficiary given to the Insured. of a trust created by a written instrument established by the Insured 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT named in Schedule A for estate planning purposes. The Insured shall notify the Company promptly in writing (i) in case of (ii) With regard to (A), (B), (C), and (D) reserving, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case however,all rights and defenses as to any successor that the Company Knowledge shall come to an Insured hereunder of any claim of title or would have had against any predecessor Insured. interest that is adverse to the Title, as insured, and that might cause (e) "Insured Claimant": An Insured claiming loss or loss or damage for which the Company may be liable by virtue of this damage. policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If (f) "Knowledge" or "Known": Actual knowledge, not the Company is prejudiced by the failure of the Insured Claimant to constructive knowledge or notice that may be imputed to an Insured by provide prompt notice, the Company's liability to the Insured Claimant reason of the Public Records or any other records that impart under the policy shall be reduced to the extent of the prejudice. constructive notice of matters affecting the Title. 4- PROOF OF LOSS In the event the Company is unable to determine the amount of loss or (g) "Land": The land described in Schedule A, and affixed Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 • damage, the Company may, at its option, require as a condition of unless prohibited by law or governmental regulation,shall terminate any payment that the Insured Claimant furnish a signed proof of loss. The liability of the Company under this policy as to that claim. proof of loss must describe the defect, lien, encumbrance, or other 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; matter insured against by this policy that constitutes the basis of loss or TERMINATION OF LIABILITY damage and shall state,to the extent possible,the basis of calculating In case of a claim under this policy, the Company shall have the the amount of the loss or damage. following additional options: 5. DEFENSE AND PROSECUTION OF ACTIONS (a) To Pay or Tender Payment of the Amount of Insurance. (a) Upon written request by the Insured,and subject to the To pay or tender payment of the Amount of Insurance under this policy options contained in Section 7 of these Conditions,the Company,at its together with any costs.attorneys'fees,and expenses incurred by the own cost and without unreasonable delay,shall provide for the defense Insured Claimant that were authorized by the Company up to the time of an Insured in litigation in which any third party asserts a claim of payment or tender of payment and that the Company is obligated to covered by this policy adverse to the Insured. This obligation is limited pay. to only those stated causes of action alleging matters insured against by Upon the exercise by the Company of this option, all liability and this policy. The Company shall have the right to select counsel of its obligations of the Company to the Insured under this policy,other than choice (subject to the right of the Insured to object for reasonable to make the payment required in this subsection, shall terminate, cause)to represent the Insured as to those stated causes of action. It including any liability or obligation to defend,prosecute,or continue any shall not be liable for and will not pay the fees of any other counsel. litigation. The Company will not pay any fees,costs,or expenses incurred by the (b) To Pay or Otherwise Settle With Parties Other Than the Insured in the defense of those causes of action that allege matters not Insured or With the Insured Claimant. insured against by this policy. (i) To pay or otherwise settle with other parties for or in (b) The Company shall have the right, in addition to the the name of an Insured Claimant any claim insured against under this options contained in Section 7 of these Conditions, at its own cost, to policy. In addition,the Company will pay any costs,attorneys'fees,and institute and prosecute any action or proceeding or to do any other act expenses incurred by the Insured Claimant that were authorized by the that in its opinion may be necessary or desirable to establish the Title, Company up to the time of payment and that the Company is obligated as insured,or to prevent or reduce loss or damage to the Insured. The to pay;or Company may take any appropriate action under the terms of this (ii) To pay or otherwise settle with the Insured Claimant policy,whether or not it shall be liable to the Insured. The exercise of the loss or damage provided for under this policy, together with any these rights shall not be an admission of liability or waiver of any costs, attorneys'fees, and expenses incurred by the Insured Claimant provision of this policy. If the Company exercises its rights under this that were authorized by the Company up to the time of payment and subsection,it must do so diligently. that the Company is obligated to pay. (c) Whenever the Company brings an action or asserts a Upon the exercise by the Company of either of the options provided for defense as required or permitted by this policy, the Company may in subsections (b)(i) or (ii), the Company's obligations to the Insured pursue the litigation to a final determination by a court of competent under this policy for the claimed loss or damage, other than the jurisdiction, and it expressly reserves the right, in its sole discretion,to payments required to be made,shall terminate,including any liability or appeal any adverse judgment or order. obligation to defend,prosecute,or continue any litigation. 6. DUTY OF INSURED CLAIMANT TO COOPERATE 8. DETERMINATION AND EXTENT OF LIABILITY (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or This policy is a contract of indemnity against actual monetary loss or proceeding and any appeals,the Insured shall secure to the Company damage sustained or incurred by the Insured Claimant who has the right to so prosecute or provide defense in the action or proceeding, suffered loss or damage by reason of matters insured against by this including the right to use,at its option,the name of the Insured for this policy. purpose. Whenever requested by the Company, the Insured, at the (a) The extent of liability of the Company for loss or damage Company's expense, shall give the Company all reasonable aid (i) in under this policy shall not exceed the lesser of securing evidence, obtaining witnesses, prosecuting or defending the (i) the Amount of Insurance;or action or proceeding,or effecting settlement,and (ii)in any other lawful (ii) the difference between the value of the Title as act that in the opinion of the Company may be necessary or desirable to insured and the value of the Title subject to the risk insured against by establish the Title or any other matter as insured. If the Company is this policy. prejudiced by the failure of the Insured to furnish the required (b) If the Company pursues its rights under Section 5 of these cooperation,the Company's obligations to the Insured under the policy Conditions and is unsuccessful in establishing the Title,as insured, shall terminate,including any liability or obligation to defend,prosecute, (i) the Amount of Insurance shall be increased by 10%. or continue any litigation,with regard to the matter or matters requiring and such cooperation. (ii) the Insured Claimant shall have the right to have the (b) The Company may reasonably require the Insured loss or damage determined either as of the date the claim was made by Claimant to submit to examination under oath by any authorized the Insured Claimant or as of the date it is settled and paid. representative of the Company and to produce for examination, (c) In addition to the extent of liability under(a)and (b),the inspection, and copying, at such reasonable times and places as may Company will also pay those costs, attorneys' fees, and expenses be designated by the authorized representative of the Company, all incurred in accordance with Sections 5 and 7 of these Conditions. records, in whatever medium maintained, including books, ledgers, 9. LIMITATION OF LIABILITY checks, memoranda, correspondence, reports, e-mails, disks, tapes, (a) If the Company establishes the Title, or removes the and videos whether bearing a date before or after Date of Policy, that alleged defect, lien, or encumbrance, or cures the lack of a right of reasonably pertain to the loss or damage. Further, if requested by any access to or from the Land,or cures the claim of Unmarketable Title,all authorized representative of the Company, the Insured Claimant shall as insured, in a reasonably diligent manner by any method, including grant its permission,in writing,for any authorized representative of the litigation and the completion of any appeals,it shall have fully performed Company to examine, inspect, and copy all of these records in the its obligations with respect to that matter and shall not be liable for any custody or control of a third party that reasonably pertain to the loss or loss or damage caused to the Insured. damage. All information designated as confidential by the Insured (b) In the event of any litigation, including litigation by the Claimant provided to the Company pursuant to this Section shall not be Company or with the Company's consent,the Company shall have no disclosed to others unless,in the reasonable judgment of the Company, liability for loss or damage until there has been a final determination by it is necessary in the administration of the claim. Failure of the Insured a court of competent jurisdiction,and disposition of all appeals,adverse Claimant to submit for examination under oath,produce any reasonably to the Title,as insured. requested information, or grant permission to secure reasonably (c) The Company shall not be liable for loss or damage to the necessary information from third parties as required in this subsection, Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION Company and the Insured. OF LIABILITY Arbitration pursuant to this policy and under the Rules shall be binding All payments under this policy,except payments made for costs, upon the parties. Judgment upon the award rendered by the attorneys'fees,and expenses,shall reduce the Amount of Insurance by Arbitrator(s)may be entered in any court of competent jurisdiction. the amount of the payment. 15.LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 11. LIABILITY NONCUMULATIVE CONTRACT The Amount of Insurance shall be reduced by any amount the Company (a) This policy together with all endorsements, if any, pays under any policy insuring a Mortgage to which exception is taken attached to it by the Company is the entire policy and contract between in Schedule B or to which the Insured has agreed, assumed, or taken the Insured and the Company. In interpreting any provision of this subject, or which is executed by an Insured after Date of Policy and policy,this policy shall be construed as a whole. which is a charge or lien on the Title,and the amount so paid shall be (b) Any claim of loss or damage that arises out of the status deemed a payment to the Insured under this policy. of the Title or by any action asserting such claim shall be restricted to 12. PAYMENT OF LOSS this policy. When liability and the extent of loss or damage have been definitely (c) Any amendment of or endorsement to this policy must be fixed in accordance with these Conditions,the payment shall be made in writing and authenticated by an authorized person, or expressly within 30 days. incorporated by Schedule A of this policy. 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (d) Each endorsement to this policy issued at any time is (a) Whenever the Company shall have settled and paid a made a part of this policy and is subject to all of its terms and claim under this policy, it shall be subrogated and entitled to the rights provisions. Except as the endorsement expressly states,it does not(i) of the Insured Claimant in the Title and all other rights and remedies in modify any of the terms and provisions of the policy,(ii)modify any prior respect to the claim that the Insured Claimant has against any person or endorsement,(iii)extend the Date of Policy,or(iv)increase the Amount property,to the extent of the amount of any loss,costs,attorneys'fees, of Insurance. and expenses paid by the Company. If requested by the Company,the 16.SEVERABILITY Insured Claimant shall execute documents to evidence the transfer to In the event any provision of this policy, in whole or in part, is held the Company of these rights and remedies. The Insured Claimant shall invalid or unenforceable under applicable law, the policy shall be permit the Company to sue, compromise, or settle in the name of the deemed not to include that provision or such part held to be invalid,but Insured Claimant and to use the name of the Insured Claimant in any all other provisions shall remain in full force and effect. transaction or litigation involving these rights and remedies. 17.CHOICE OF LAW;FORUM If a payment on account of a claim does not fully cover the loss of the (a) Choice of Law: The Insured acknowledges the Company Insured Claimant, the Company shall defer the exercise of its right to has underwritten the risks covered by this policy and determined the recover until after the Insured Claimant shall have recovered its loss. premium charged therefor in reliance upon the law affecting interests in (b) The Company's right of subrogation includes the rights real property and applicable to the interpretation, rights, remedies, or of the Insured to indemnities,guaranties,other policies of insurance,or enforcement of policies of title insurance of the jurisdiction where the bonds, notwithstanding any terms or conditions contained in those Land is located. instruments that address subrogation rights. Therefore,the court or an arbitrator shall apply the law of the jurisdiction 14.ARBITRATION where the Land is located to determine the validity of claims against the Either the Company or the Insured may demand that the claim or Title that are adverse to the Insured and to interpret and enforce the controversy shall be submitted to arbitration pursuant to the Title terms of this policy. In neither case shall the court or arbitrator apply its Insurance Arbitration Rules of the American Land Title Association conflicts of law principles to determine the applicable law. ("Rules"). Except as provided in the Rules,there shall be no joinder (b) Choice of Forum: Any litigation or other proceeding or consolidation with claims or controversies of other persons. brought by the Insured against the Company must be filed only in a Arbitrable matters may include,but are not limited to,any controversy or state or federal court within the United States of America or its territories claim between the Company and the Insured arising out of or relating to having appropriate jurisdiction. this policy,any service in connection with its issuance or the breach of a 18.NOTICES,WHERE SENT policy provision, or to any other controversy or claim arising out of the Any notice of claim and any other notice or statement in writing required transaction giving rise to this to be given to the Company under this Policy must be given to the policy. Company at: P.O.Box 45023,Jacksonville,FL 32232-5023. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. Form 81306 Dbl Cover—ALTA Owner's Policy(06/17/06) Reorder 1190-127 NJRB 1-15 Effective: 2/15/07 Revised: 9/10/07 ALTA OWNER'S POLICY(6/17/06) File No.: 2090364 Policy No: C-81306-80959908 SCHEDULE A File No.: 2090364 Policy No.: C-81306-80959908 Address Reference: 29 and 37 W. Main Street Carmel Indiana Amount of Insurance: $380,000.00 Date of Policy: February 16,2010 1. Name of Insured: The City of Carmel Redevelopment Commission, as contract purchaser 2. The estate or interest in the land which is covered by this Policy is: Equitable Interest under Land Sale Contract 3. Title is vested in: The City of Carmel Redevelopment Commission, Equitable Interest under Land Sale Contract as evidenced by Memorandum of Land Sale Contract by and between Old Town Properties, LLC and The City of Carmel Redevelopment Commission dated November 10, 2009 and recorded February 16, 2010 as Instrument No.2010006847 in the Office of the Recorder of Hamilton County, Indiana. 4. The Land herein described is encumbered by the following mortgage or trust deed, and assignments, and any shown on Schedule B: Mortgage for $300,000.00 from Old Town Properties, LLC to First Merchants Bank, National Association dated November 10, 2009 and recorded February 16, 2010 as Instrument No. 2010006846 in the Office of the Recorder of Hamilton County, Indiana. 5. The Land referred to in this policy is described as follows: Part of Lot Number I5 in Warren and Phelps Addition to Bethlehem, now Carmel, Hamilton County, Indiana, as per plat thereof; recorded in Deed Record Fl, page 258 in the Office of the Recorder of Hamilton County, Indiana, described as follows, to-wit: Begin 2 1/2 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 File No.: 2090364 0015CG Page 1 of 2 ALTA OWNER'S POLICY(6/17/06) File No.: 2090364 Policy No: C-81306-80959908 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. Taxes for 2009, payable 2010, not yet due and payable. 2. Possible municipal assessments, sewer use charges, and/or impact fees levied by City of Carmel. None due at this time. 3. Easements for drainage ditches and tile drains. 4. Easement, restrictions, possible assessments for maintenance, and rights of others entitled to the continued uninterrupted flow of water through the Morrow-Follett Legal Drain, in accordance with Indiana Drain Code, IC (1981) 36-9-27-33 et seq. 5. Subject to ajudgment search against the proposed insured. 6. Terms and Conditions of Land Sale Contact as evidenced by Memorandum of Land Sale Contract executed by and between Old Town Properties, LLC and The City of Carmel Redevelopment • Commission dated November 10, 2009 and recorded February 16, 2010 as Instrument No. 2010006847 in the Office of the Recorder of Hamilton County, Indiana. 7. Assignment of Land Sale Contract by and between Old Town Properties, LLC and First Merchants Bank, National Association dated November 10, 2009 and recorded February 16, 2010 as Instrument No. 2010006848 in the Office of the Recorder of Hamilton County, Indiana. End of Schedule B Questions regarding your policy or coverage should be directed to: Hamilton Title Security LLC Contact number (317)843-5300 if you(a)need the assistance of the governmental agency that regulates insurance;or(b)have a complaint you have been unable to resolve with your insurer you may contact the Department of Insurance by mail,telephone or email: State of Indiana Department of Insurance Consumer Services Division 311 West Washington Street,Suite 300 Indianapolis, Indiana 46204 Consumer Hotline:(800)622-4461;(317)232-2395 Complaints can be filed electronically at www.in.gov/idol. File No.: 2090364 0015CG Page 2 of 2 ALTA Form 17-06(Access and Entry) ENDORSEMENT ATTACHED TO POLICY NUMBER 81306-80959908 ISSUED BY COMMONWEALTH LAND TITLE INSURANCE COMPANY File No.: 2090364 The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Main Street and a ten foot platted alley (the "Streets"), (ii) the Streets are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Streets abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Othenvise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Signed under seal for the Company,but this endorsement is to be valid only when it bears an authorized signature. . Authorized Signature Hamilton Title Security. LLC Cannel, Indiana File No.: 2090364 ALTA 17-06 Endorsement(6/17/06) ALTA Form 9.2-06(Restrictions, Encroachment,Minerals—Owner's Policy—Improved Land) ENDORSEMENT ATTACHED TO POLICY NUMBER 81306-80959908 ISSUED BY COMMONWEALTH LAND TITLE INSURANCE COMPANY File No.: 2090364 The Company insures against loss or damage sustained by the Insured by reason of: I. The existence,at Date of Policy,of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants,conditions,or restrictions. c. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to existing buildings: a. That are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B,which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; b. Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment,other than fences, landscaping, or driveways,excepted in Schedule B. 4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions,or restrictions,or building setback lines shown on a plat of subdivision recorded or filed in the Public Records. File No.: 2090364 Page I of 2 ALTA 9.2-06 Restrictions, Encroachments,Minerals—Owner's Policy—Improved Land Endorsement(6/17/06) ALTA Form 9.2-06(Restrictions,Encroachment, Minerals—Owner's Policy—Improved Land) Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they shall not be deemed to refer to or include the terms, covenants,conditions,or limitations contained in an instrument creating a lease. As used in paragraphs I.a. and 4, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or(b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly slates, it does not(i)modify any of the terms and provisions of the policy,(ii) modify any prior endorsements,(iii)extend the Date of Policy,or(iv) increase the Amount of Insurance.To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of policy and of any prior endorsements. Signed under seal for the Company,but this endorsement is to be valid only when it bears an authorized signature. Authorized Signature / Hamilton'Title Security. LLC Carmel, Indiana File No.: 2090364 Page 2 of 2 ALTA 9.2-06 Restrictions, Encroachments, Minerals—Owner's Policy—Improved Land Endorsement(6/17/06) Survey Endorsement Re: City of Carmel Redevelopment Commission Agent File No. 2090364 29 W. Main Street, Carmel, IN ENDORSEMENT ISSUED BY COMMONWEALTH LAND TITLE INSURANCE COMPANY Hamilton Title Security, LLC, Agent To be annexed to and form part of Policy No. 81306-80959908, insuring the insured, as set forth in said policy. The Company hereby insures the Insured against loss or damage which the Insured shall sustain by reason of the failure of the land to be the same as that delineated on the plat of survey made by Donald R. Mosson, Indiana Registered Land Surveyor, Central States Consulting, LLC. Project No. 09-013, certified October 1, 2009. This endorsement is issued as part of the policy. Except as it expressly states, it does not CO modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: February 16, 2010 Commonwealth Land Title Insurance Company Ti Title Officer Hamilton Title Security, LLC Hamilton Title Security, LLC Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Hamilton Title Security, LLC. We may collect nonpublic personal information about you from the following sources: • Information we receive from you such as on applications or other forms. • Information about your transactions we secure from our files, or from [our affiliates or] others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to nonaffiliated companies that perform services on our behalf. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.