HomeMy WebLinkAboutMemorandum of Land Sale Contract MEMORANDUM OF LAND SALE CONTRACT
This Memorandum of Land Sale Contract (the "Memorandum"), entered into by and between
251, LLC (the "Seller"), and The City of Carmel Redevelopment Commission (the "Purchaser"), this day
of July, 2005, WITNESSES:
Recitals
WHEREAS, Seller and Purchaser have entered into that certain Land Sale Contract dated
the date hereof(the "Land Contract');
WHEREAS, pursuant to the Land Contract, Seller has agreed to sell to Purchaser, and
Purchaser has agreed to purchase from Seller, certain real estate located at 251 2nd Street SW and 261 2"d
Street SW, which real estate is described on Exhibit A (collectively, 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 (the "Rights");
WHEREAS, the Parcel, the Improvements, and the Rights, collectively, are the "Property",
and Seller and Purchaser desire to enter into this Memorandum and record it in the Office of the Recorder
of Hamilton County, Indiana, in order to memorialize in the public records the Land Contract and the sale of
the Property to Purchaser, thereby, providing notice thereof to all other parties;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby,Seller and Purchaser state that they agreed as follows in the Land Contract:
1. Possession and Title. Seller and Purchaser acknowledge that: (a) on the date hereof, Seller has
given Purchaser full and complete possession of the Property; and (b) as of the date hereof, Purchaser has
the right to any income from the Property. After the date hereof, Seller shall not encumber the Property with
a mortgage or any other lien.
2. Damage. All proceeds of the Casualty Insurance (as defined in the Land Contract) received by
Purchaser and Seller as payment for any loss of, or damage to,the Property shall be applied as determined
by Purchaser either: (a)to restoration and/or repair of the Property; or (b) toward prepayment of the Contract
Balance (as defined in the Land Contract); provided that, if an uncured Event of Default (as defined in the
Land Contract) exists on the date of receipt of such proceeds, then Seller may require such proceeds to be
applied toward prepayment of the Contract Balance, with any excess to be paid to Purchaser.
3. Mechanics' Liens Release. Purchaser 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, Purchaser, 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, Purchaser, 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 the Land Contract shall be deemed or construed to
constitute consent to, or a request of any party for, or as giving Purchaser 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.
4. Use and Operation. Purchaser may use the Property for any legal purpose. If Purchaser:
(a) obtains, from an independent MAI appraiser, an appraisal that values the Parcel and the Improvements
separately(the"Appraisal");and(b)pays down the Principal Balance (as defined in the Land Contract)so that
it is no more than 80% of the value of the Parcel, as set forth in the Appraisal; then Purchaser shall have the
right to demolish the Improvements. Until the Contract Balance is paid in full, Seller, from time to time, at
reasonable times, and upon prior written notice to Purchaser, may enter upon and inspect the Property.
5. Transfer of Title. On the Final Payment Date (as defined in the Land Contract), and upon payment
by Purchaser of the Contract Balance, Seller shall convey to Purchaser fee simple title to the Property by
General Warranty Deed, subject only to: (a) easements and restrictions of record as of the Execution Date,
as disclosed in the Land Contract Title Policy (as defined in the Land Contract); (b) the rights of persons in
possession of the Property claiming by,through, or under Purchaser; (c)the lien of all Real Estate Taxes (as
defined in the Land Contract)payable by Purchaser under the Land Contract;and (d)any other encum brances
which, by the terms and conditions of the Land Contract, are to be paid by Purchaser.
6. Notices.All notices permitted or required to be given under the Land Contract 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
Purchaser 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, Esq.,Wallack Somers& Haas, One Indiana Square, Suite 1500,
Indianapolis, Indiana 46204, Facsimile: 317-231-9900; or (b) to Seller at 3057 Sugar Maple Court, Carmel,
Indiana 46033. Either party may change its address for notice by written notice delivered to the other party
as provided above.
7. Assignment Rights. Purchaser shall not sell, assign, pledge, mortgage, encumber, or transfer its
rights and interests in and to the Property and under the Land Contract without the written consent of Seller;
provided that Purchaser,without the written consent of Seller, shall have the right to assign the Land Contract,
without the consent of Seller, to: (a) any agency or instrumentality of the City of Carmel, Indiana, in which
case Purchaser shall be released from all obligations under the Land Contract as of the date of such
assignment; or (b) a party that has committed to Purchaser that it will redevelop the Property, in which case
Purchaser shall remain obligated under the Land Contract until the Contract Balance is paid in full. The Land
Contract otherwise shall be binding upon, and shall inure to the benefit of, Seller and Purchaser and their
respective heirs, personal representatives, successors, and assigns.
8. Memorandum. The undersigned persons executing this Memorandum on behalf of Seller and
Purchaser represent and certify that:(a)they are fully em powered and duly authorized by all necessary action
of Seller and Purchaser, respectively, to execute and deliver the Land Contract and this Memorandum;
(b) they have full capacity, power, and authority to enter into and carry out the Land Contract; (c) the
execution, delivery, and performance of the Land Contract and this Memorandum have been duly authorized
by Seller and Purchaser, respectively; and (d) the Land Contract is the legal, valid and binding obligation of
Seller and Purchaser, respectively.
9. Miscellaneous. The terms and conditions of the Land Contract and this Memorandum shall be
governed by and construed in accordance with the laws of the State of Indiana. No agreement by and
between Seller and Purchaser to modify or amend the Land 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
Purchaser. Whenever consent is required of either party under the Land Contract for the occurrence of any
action, such consent shall not be withheld unreasonably. Purchaser, at its expense, may record this
Memorandum.
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Memorandum as of the
day and year first written above.
THE CITY OF CARMEL
R ''EV MENT COMMIS ION
By: Ronald Carter, President
251 -C
By. .it.I/Y�t. . SA;<_ _k_
a o rothy ' H. rill, ember
.�/
G-.e:rge Delano Harrill, ember
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ACKNOWLEDGMENTS
STATE OF INDIANA
t, )SS:
4I
COUNTY OF ACn.�� )
Before me, a Notary Public in and for the State of Indiana, personally appeared Ronald Carter, the
President of the City of Carmel Redevelopment Commission, who acknowledged the execution of the
foregoing Memorandum of Land Sale Contract on behalf of such entity.
WITNESS my hand and Notarial Seal this da •4,0110 ��c+
rlli��/L�
.1_
By: ��
RY PV .V� �'ublic
-' ���`, WILLIAM B.OLSEN
My Comm.Exp: 06-30-08 Printed Name:
Res.of Hamilton Co,
%1MO"
I am a resident of County, Indiana.
My commission expires_
STATE OF INDIANA
SS:
COUNTY OF
Before me,a Notary Public in and for the State of Indiana,personally appeared Dorothy R. Harrill and
George Delano Harrill,Members of 251,LLC,who acknowledged the execution of the foregoing Memorandum
of Land Sale Contract on behalf of such entity. 41,14
WITNESS my hand and Notarial Seal this ,N47-►,ray,, 145.
By: t,
�As1 �•lic
Printed Name:
PsY Pt&
WILLIAM B.OLSEN
I am a resident of County, Indiana. 12 c My Comm.Exp: 06-30-08
'!1'C� Res.of Hamilton Co.
My commission expires
•
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This instrument was prepared by Jennifer R. Shoup,Attorney-At-Law, Wallack Somers & Haas, One Indiana
Square, Suite 1500, Indianapolis, Indiana 46204.
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File No.: 2051845
EXHIBTI' A
Part of the East Half of the Southeast Quarter of Section 25, Township 18 North, Range 3 East in
Hamilton County, Indiana,more particularly described as follows:
Commencing at the Northeast corner of the Southeast Quarter of Section 25, Township 18 North,
Range 3 East; thence South 89 degrees 15 minutes 46 seconds West (assumed bearing) 1309.27
feet to the Northwest corner of the East Half of the Southeast Quarter of said Section 25; thence
South 00 degrees 19 minutes 21 seconds West on and along the West line of said East Half
732.44 feet; thence North 89 degrees 16 minutes 46 seconds East parallel with the North line of
said East Half 174.80 feet to the intersection of the East line of Third Avenue S.W. (formerly
Canada Dry Lane) and the South line of Second Street S.W. in the Town of Carmel, Indiana, said
point of intersection being located 326.0 feet South 89 degrees 52 minutes 30 seconds West of
the West right of way line of the Monon Railroad and the point of beginning of this description;
thence South 01 degree 04 minutes 17 seconds West on and along the East line of Third Avenue
S.W. 290.0 feet; thence North 89 degrees 15 minutes 46 seconds East parallel with the South line
of Second Street S.W. 171.53 feet to a point which is 163.00 feet South 89 degrees 15 minutes
46 seconds West of the West right of way line of the Monon Railroad; thence North 00 degrees
36 minutes 52 seconds West parallel with the West right of way line of the Monon Railroad
289.86 feet to a point on the South line of Second Street S.W.; thence South 89 degrees 15
minutes 46 seconds West on and along the South line of Second Street S.W. 163.00 feet to the
point of beginning, containing 1.113 acres, more or less.