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HomeMy WebLinkAboutLimited Warranty Deed - Phase II West LIMITED WARRANTY DEED (Phase II West) Pedcor Office, LLC ("Grantor") CONVEYS to the City of Carmel Redevelopment Commission ("Grantee"), for the sum of$10.00 and other valuable consideration, the receipt and sufficiency of which are acknowledged hereby, certain real estate in Hamilton County, Indiana, as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the"Real Estate"). Subject to: (a) the lien of real taxes due and payable in May 2005, and thereafter; (b) all general and special assessments; (c) all other governmental, municipal, and public dues, charges and impositions not delinquent; (d) the easements reserved by Grantor, as set forth in Exhibit B, attached hereto and incorporated herein by reference; (e) the option to reacquire the Real Estate reserved by Grantor, as set forth in Exhibit C, attached hereto and incorporated herein by reference; and (f) the matters set forth on Exhibit D, attached hereto and incorporated herein by reference. Grantor, as its sole warranty herein, specially warrants to Grantee and its successors and assigns that Grantor will forever defend title to the Real Estate (subject to the maters set forth above to which this conveyance is made subject) against those claims, and only those claims, of all persons who shall claim title to, or assert claims affecting the title to, the Real Estate, or any part thereof, under, by, or through, or based upon the acts of, Grantor, but not otherwise. The undersigning person executing this deed on behalf of Grantor represent and warrants that he has been duly authorized and fully empowered to execute this deed by all necessary action of Grantor, and has full power and authority to execute and deliver this Limited Warranty Deed. t IN WITNESS WHEREOF, Grantor has executed this Limited Warranty Deed this day of t>cN t.fi , 2004. PEDCOR OFFICE, LLC By:<�:.� ("4 -� \t-- ACKNOWLEDGMENT STATE OF INDIANA )SS: COUNTY OF -4G,r„ ) Before me, a Notary Public in and for the State of Indiana, personally appeared of Pedcor Office, LLC, who acknowledged the execution of the foregoing Limited Warranty Deed on behalf of such entity. WITNESS my hand and Notarial Seal this _[ day of��� , 2004. By: Notary blic Printed: Ste-_42 J. I am a resident of �G,w County, Indiana. My commission expires c:: ,‘ 1z ,,,., \I s Qck,1 . Return and send tax statements to: City of Carmel Redevelopment Commission, c/o Karl P. Haas, Wallack Somers & Haas, P.C., One Indiana Square, Suite 1500, Indianapolis, Indiana 46204 This instrument was prepared by Eric J. Neidlinger, Esq., Pedcor Office, LLC, One Pedcor Square, 770 3`d Avenue, S.W., Carmel, Indiana 46032. 2 Exhibit A Part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East, in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast corner of said quarter section; thence South 89 degrees 12 minutes 13 seconds West (assumed bearing) along the North line of said quarter section 1,177.71 feet; thence South 00 degrees 12 minutes 13 seconds West 26.53 feet; thence South 00 degrees 46 minutes 33 seconds East 554.73 feet; thence South 89 degrees 48 minutes 03 seconds West 60.05 feet to the western right- of-way line of Third Avenue; thence North 00 degrees 46 minutes 33 seconds West along said western right-of-way line 162.24 feet; thence South 89 degrees 58 minutes 22 seconds West 404.83 feet to the Point of Beginning of this description; thence South 89 degrees 58 minutes 22 seconds West 82.00 feet; thence North 00 degrees 01 minute 38 seconds West 153.88 feet to the southerly right-of-way line of 126th Street; thence North 89 degrees 45 minutes 36 seconds East along said southerly right-of-way line 82.00 feet; thence South 00 degrees 01 minute 38 seconds East 154.18 feet to the Point of Beginning and containing 0.290 acres, more or less. Exhibit B Reserved Easement 1. Reservation. Grantor hereby reserves a perpetual easement (the "Reserved Easement") for the benefit of : (a) that certain real estate described on Schedule I (the "Benefitted Real Estate"); and (b) Grantor, as owner of the Benefitted Real Estate; on, over, across and through the Real Estate for the purpose of parking vehicles on the parking surface situated upon the Real Estate for itself and for its business and other invitees. 2. Binding Effect. The Reserved Easement shall be perpetual, irrevocable, and assignable, and, together with: (a) the benefits and rights thereof, shall inure to the benefit of the Benefitted Real Estate Grantor, as owner of the Benefitted Real Estate; and (b) the burdens and obligations associate therewith, shall: (i) run with and bind the Real Estate; and (ii) bind the owner of the Real Estate. If the Real Estate or the Benefitted Real Estate, or any improvements located thereon, is sold, conveyed, or transferred then the Reserved Easement automatically shall be deemed to be assigned to the purchaser or transferee of the Real Estate or the Benefitted Real Estate, respectively, or the improvements located thereon, as the case may be, whether or not expressly described in the instrument evidencing such transaction. All mortgages of the Real Estate shall be subject to the Reserved Easement. Schedule 1 to Exhibit B Benefitted Real Estate (Phase I Site, remainder of Phase II Site, and Phase Illa Site) Phase I -West Parcel Part of the Northeast quarter of Section 36, Township 18 North, Range 3 East, in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast corner of said quarter section;THENCE South 89 degrees 12 minutes 13 seconds West(assumed bearing) along the North line of said quarter section 1177.71 feet; THENCE South 00 degrees 12 minutes 13 seconds West 26.53 feet; THENCE South 00 degrees 46 minutes 33 seconds East 554.73 feet; THENCE South 89 degrees 48 minutes 03 seconds West 60.05 feet to the western right-of-way line of Third Avenue; THENCE continue South 89 degrees 48 minutes 03 seconds West 290.00 feet to the BEGINNING POINT of this description: THENCE continue South 89 degrees 48 minutes 03 seconds West 145.99 feet; THENCE North 00 degrees 11 minutes 57 seconds West 30.80 feet; THENCE South 89 degrees 48 minutes 03 seconds West 59.00 feet; THENCE South 00 degrees 11 minutes 57 seconds East 30.80 feet; THENCE South 89 degrees 48 minutes 03 seconds West 82.17 feet; THENCE North 00 degrees 11 minutes 57 seconds West 319.30 feet to a point on the southerly right-of-way line of 126th Street, said point being on a non-tangent curve to the left having a radius of 569.00 feet and a central angle of 04 degrees 33 minutes 09 seconds, said point bears South 04 degrees 18 minutes 45 seconds West from the radius point; THENCE Easterly along the arc of said curve and said right-of-way line 45.21 feet to the point of tangency which bears South 00 degrees 14 minutes 24 seconds East from the radius point; THENCE North 89 degrees 45 minutes 36 seconds East continuing along said right-of-way line 44.00 feet; THENCE South 00 degrees 01 minutes 38 seconds East 153.88 feet; THENCE North 89 degrees 58 minutes 22 seconds East 198.45 feet; THENCE South 00 degrees 11 minutes 57 seconds East 163.10 feet to the Point of Beginning. Containing 1.351 acres, more or less. Phase I - East Parcel Part of the Northeast quarter of Section 36, Township 18 North, Range 3 East, in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast corner of said quarter section;THENCE South 89 degrees 12 minutes 13 seconds West(assumed hearing) along the North line of said quarter section 1177.71 feet; THENCE South 00 degrees 12 minutes 13 seconds West 26.53 feet; THENCE South 00 degrees 46 minutes 33 seconds East 554.73 feet; THENCE South 89 degrees 48 minutes 03 seconds West 60.05 feet to the western right-of-way line of Third Avenue and the BEGINNING POINT of this description; THENCE continue South 89 degrees 48 minutes 03 seconds West 290.00 feet; THENCE North 00 degrees 11 minutes 57 seconds West 163.10 feet; THENCE North 89 degrees 58 minutes 22 seconds East 288.37 feet to the western right-of-way line of Third Avenue; THENCE South 00 degrees 46 minutes 33 seconds East along said right-of-way line 162.24 feet to the Point of Beginning. Containing 1.080 acres, more or less. Phase II - East Parcel Part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East, in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast corner of said quarter section; thence South 89 degrees 12 minutes 13 seconds West(assumed bearing) along the North line of said quarter section 1,177.71 feet; thence South 00 degrees 12 minutes 13 seconds West 26.53 feet; thence South 00 degrees 46 minutes 33 seconds East 554.73 feet; thence South 89 degrees 48 minutes 03 seconds West 60.05 feet to the western right-of-way line of Third Avenue; thence North 00 degrees 46 minutes 33 seconds West along said western right-of-way line 162.24 feet to the Point of Beginning of this description; thence South 89 degrees 58 minutes 22 seconds West 197.13 feet; thence North 00 degrees 00 minutes 00 seconds East 139.49 feet; thence South 89 degrees 54 minutes 04 seconds East 165.40 feet; thence South 44 degrees 59 minutes 38 seconds East 42.79 feet to the northerly projection of the western right-of-way line of Third Avenue; thence South 00 degrees 46 minutes 33 seconds East along said western right-of-way line 108.86 feet to the Point of Beginning and containing 0.617 acres, more or less. Phase IIla Part of the Northeast Quarter of Section 36, Township 18 North, Range 3 East, in Hamilton County, Indiana, more particularly described as follows: Commencing at the Northeast corner of said quarter section; thence South 89 degrees 12 minutes 13 seconds West along the north line of said quarter section 1,177.71 feet; thence South 00 degrees 12 minutes 13 seconds West 26.53 feet; thence South 00 degrees 46 minutes 33 seconds East 554.73 feet; thence South 89 degrees 48 minutes 03 seconds West 60.05 feet to the western right-of-way line of Third Avenue as described in the deed to the City of Carmel Board of Public Works, recorded as Instrument number 99-9923663 in the Office of the Recorder of Hamilton County, Indiana; thence North 00 degrees 46 minutes 33 seconds West along said western right-of-way line 162.24 feet to the southeast corner of Carmel City Center Phase 11-East Parcel, described in the deed to Pedcor Office, LLC, recorded as Instrument number 2004-22999 in said Recorder's office; thence South 89 degrees 58 minutes 22 seconds West 197.13 feet along the south line of said Phase II to the southwest corner of said Phase II and the Point of Beginning of this description; thence South 89 degrees 58 minutes 22 seconds West 124.83 feet along the north line of the land described in the deeds to Pedcor Office, LLC, for Carmel City Center Phase I, recorded as Instrument numbers 2003-59244, 2003-59245 and 2003-59246 in said Recorder's office; thence North 00 degrees 00 minutes 00 seconds East 139.77 feet to the southern right- of-way line of City Center Drive described in Transfer Parcel 2 to the City of Carmel Board of Public Works, recorded as Instrument number 2004-22998 in said Recorder's office; thence South 89 degrees 54 minutes 04 seconds East 124.83 feet along said southern right-of-way line to the west line of said Phase II-East Parcel; thence South 00 degrees 00 minutes 00 seconds West 139.49 feet along said west line to the point of beginning and containing 0.400 acres, more or less. 2 Exhibit C Reservation of Option to Reacquire the Real Estate WHEREAS, Grantor and Grantee have entered that certain Project Agreement, dated December 27, 2002, as subsequently amended (the"Project Agreement"); WHEREAS, the Project Agreement provides for the development and construction by Grantor of a first-class o ffice building on that certain real estate described on Schedule I (the"Original Phase III Site"); WHEREAS, to accommodate Grantor, Grantee agreed to allow Grantor to alter the original project for the Original Phase III Site so that such project would: (a) include two buildings instead of the originally contemplated one building; and (b) be completed in two separate phases; WHEREAS, because the project would be completed in two separate phases, Grantee agreed to allow Grantor to acquire the Original Phase III Site in two separate phases; WHEREAS, part of the building to be completed in the second phase would be on the Real Estate, which, under the Project Agreement, originally was part of the"Phase II Site"; WHEREAS, to avoid Grantee owning only a small, landlocked portion of the Original Phase III Site after the first closing with respect to the Original Phase III Site, Grantor agreed to convey the Real Estate to Grantee until such time as Grantor was prepared to proceed to the second closing with respect to the Original Phase III Site (the"Second Closing"); WHEREAS, Grantor and Grantee agreed that, in connection with the conveyance of the Real Estate to Grantee, Grantor would retain an option to reacquire the Real Estate contemporaneously with the Second Closing (the"Option"); and WHEREAS, Grantor this day has conveyed the Real Estate to Grantee pursuant to this deed and, in connection therewith, is retaining this Option, subject to the following terms and conditions; 1. Term of Option. The Option hereby retained shall remain in effect until June 30, 2008. 2. Exercise of Option. Grantor shall exercise the Option by giving Grantee written notice of its intent to proceed to the Second Closing, which notice shall be deemed to be an automatic exercise of the Option (the "Closing Notice"). 3. Time of Reconveyance. The Second Closing, and the reconveyance by Grantee of the Real Estate to Grantor, shall occur within 30 days after Grantor's delivery of the Closing Notice. At the Second Closing, Grantee shall reconvey the Real Estate to Grantor by delivering to Grantor a Limited Warranty Deed, free of any and all encumbrances attaching to the Real Estate after the date hereof other than real estate taxes. 4. Cost to Reacquire Real Estate. There shall be no cost associated with or attributable to the value of the Real Estate charged to Grantor to reacquire the Real Estate; provided that Grantor shall pay all recording, transfer and other costs associated with the reconveyance, if any, except for Grantee's attorney's fees. Property taxes on the Real Estate will be prorated in accordance with the custom followed in Hamilton County, Indiana. All special assessments or installments that are due and owing against the Real Estate at the time of the reconveyance will be paid in full by Grantee, and any balance not yet due will be assumed by Grantor. 5. Notices. All notices, requests, demands and other communications required or permitted under this reservation will be in writing and will be deemed to have been given if delivered personally, if sent via national overnight delivery service, with confirmation of receipt, or if sent by certified mail, postage prepaid, return receipt requested, as follows: If to Grantor: Kathleen D. Back with a copy to Eric J. Neidlinger Pedcor Office, LLC One Pedcor Square 770 3`d Avenue, S.W. Carmel , Indiana 46033 If to Grantee: City of Carmel Redevelopment Commission c/o City of Carmel, Indiana One Civic Square Carmel, Indiana 46032 Attn: Les Olds with a copy to Karl P. Haas Wallack Somers & Haas, P.C. One Indiana Square, Suite 1500 Indianapolis, Indiana 46204 6. Binding Effect. This Option shall be irrevocable and assignable, and, together with: (a) the benefits and rights thereof, shall inure to the benefit of Grantor; and (b)the burdens and obligations associated therewith, shall: (i) run with and bind the Real Estate; and (ii) bind the owner of the Real Estate. If the Real Estate, or any improvements located thereon, is sold, conveyed, or transferred then the Option automatically shall be deemed to be assigned to the purchaser or transferee of the Real Estate or the improvements located thereon, as the case, may be, whether or not expressly described in the instrument evidencing such transaction. All mortgages of the Real Estate shall be subject to the Option. Schedule Ito Exhibit C Original Phase III Site Exhibit D Schedule B Permitted Exceptions 1. Taxes for 2004, payable 2005, not yet due and payable. 2. Future assessments for repair and maintenance of the W.R. Fertig Legal Drain. 3. Easements for drainage ditches and tile drains. 4. Covenants, conditions, restrictions, and easements as set out in the Declaration of Covenants and Easements recorded November 8, 2000, as Instrument 2000-58577, modified by Confirmation recorded as Instrument 200200025755, amended by Amendment to Declaration recorded as Instrument 200100061268, and further amended by Second Amendment to Declaration dated December 27, 2002, and recorded June 20, 2003, as Instrument 200300059243 in the Office of the Recorder of Hamilton County.