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HomeMy WebLinkAboutMemorandum of Agreement - Hearthview Old Town II, LLC MEMORANDUM OF AGREEMENT This Memorandum of Agreement(the"Memorandum"), executed this_ day of October, 2006, by and between The City of Carmel Redevelopment Commission ("CRC") and Hearthview Old Town II, LLC (the "Developer"), Witnesses: Recitals WHEREAS, CRC and Developer have entered into that certain Development Agreement dated October__, 2006 (the "Agreement"); WHEREAS, the Initial Closing contemplated pursuant to the Agreement has occurred; WHEREAS, CRC and Developer own, as tenants-in-common, that certain real estate generally located at the northwest corner of Main Street and 1st Avenue N.W. in the City of Carmel, Indiana, as depicted and/or described on Exhibit A, attached hereto and incorporated herein by reference (the "Property"); and WHEREAS, CRC and Developer desire to execute and record a memorandum of the Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and Developer acknowledge the following: 1. Interests. (a) CRC. CRC owns an undivided percentage ownership interest in the Property as a tenant-in-common with Developer, which percentage is the CRC Percentage Interest. (b) Developer. Developer owns an undivided percentage ownership interest in the Property as a tenant-in-common with CRC, which percentage is the Developer Percentage Interest. 2. Puts and Calls. Pursuant to the Agreement: (a) Developer has been granted the Developer Call Right and the Put Right,each of which expire on the Developer Call/Put Outside Date;and (b)CRC has been granted the CRC Call Right,which expires on the CRC Call Outside Date. Reference should be made to the Agreement for the terms and conditions with respect to the exercise of the Developer Call Right,the Put Right, and the CRC Call Right. 3. Sale. Pursuant to the Agreement, neither party may sell its interest in the Property without the prior written consent of the other party. 4. Defined Terms. All capitalized terms used by not defined herein shall have the meanings ascribed to such terms in the Agreement. IN WITNESS W HEREOF,the parties have executed this Memorandum on the date set forth above. THE CITY OF CARMEL REDEVELOPMENT COMMISSION By: Ronald E. Carter, President HEARTHVIEW OLD TOWN II, LLC By: • Printed: Title: -2- Z:\Documents\Shoup, Jenny\City of Carmel\Parcel 49-Hearthvrew\Development Agreement\TIC Memorandum.wpd ACKNOWLEDGMENTS STATE OF INDIANA ) SS: COUNTY OF _--_ ) 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 Memorandum of Agreement on behalf of such entity. WITNESS my hand and Notarial Seal this—day of October, 2006. By. -- — — -- — — Notary Public Printed Name: 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 _ , the _ of Hearthview Old Town II, LLC, who acknowledged the execution of the foregoing Memorandum of Agreement on behalf of such entity. WITNESS my hand and Notarial Seal this—day of October, 2006. B y: — - Notary Public Printed Name: I am a resident of— -County, Indiana.• My commission expires Return to: This instrument was prepared by Jennifer Shoup, 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. Jennifer R. Shoup -3- Z,\Documents\Shoup, Jenny\City of Carmel\Parcel 49-HearthvIew\Development Agreement\TIC Memorandum.wpd