12156 Meridian Assoc.Illinois Street - Purchase Agreement�IIJ�U o o aUDUI
DOD Q09 000
CITY OF ARMEL
JAMES BRAINARD, MAYOR
LETTER OF TRANSMITTAL
Date: December 20, 2006
To: Sandy Johnson
Clerk -Treasurer's Office
icn��L
From: Judy Stohler
Dept. of Engineering
RE: Offer To Purchase �+
Illinois Street Project -f z l._ k.3(LS
12156 Meridian Associates (AT&T -Proper)
Sandy, the original Offer To Purchase for subject property is attached along with
a copy of the W9. This is a Thomson TIF project. The original W9 has been sent
to the County (Joel Thurmond).
DIIARTNI[:NT OF ENGINEERING
ONE CIVIC SIZU,vle, CARMEI, IN 46032 OFFICE 317.571.2441 FAX 317.571.2439
F.\I AII. enginceringg cu rn, cl.in.g(
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REAL ESTATE PURCHASE AGREEMENT
OFFER TO PURCHASE
THE CITY OF CARMEL., an Indiana municipality or its nominee ("Purchaser"), offers to
purchase from 12156 Meridian Associates, LLC. an Indiana limited liability company ("Seller"),
certain real estate located in HAMILTON County; Indiana, more particularly described in Exhibit "A"
attached hereto and by reference made a part hereof, together with all improvements, easements and
rights of way, consisting of approximately (1.292) acres (the "Real Estate"). The purchase price for
the Real Estate shall be the sum of 51,544;525 (the "Purchase Price"), subject to the following terns
and conditions:
1. Payment and Determination of Purchase Price.
a. Upon acceptance of this Offer by Seller, Purchaser shall tender the sum of $ 1.00
to Chicago Title Corporation (the "Title Company"), as earnest money (the "Earnest Money").
The Earnest Money shall secure the Purchaser's performance of this Agreement. If the
conditions set forth in Section 5 of this Offer to Purchase are not satisfied or waived by
Purchaser, or upon termination by Purchaser of this Agreement pursuant to the terms hereunder,
the Earnest Money shall be returned immediately to Purchaser. In the event of a default by
Purchaser in the performance of its obligations hereunder, the Earnest Money shall be retained
by Seller as liquidated damages and in full satisfaction ol'any claims of Seller against Purchaser
at law or in equity.
In the event the conditions set forth in Section 5 of this Agreement are not waived or satisfied
on or before the dates specified in such section, Purchaser may elect to terminate this
Agreement and receive a return of the Earnest Money. If Purchaser does not so elect, the
Earnest Money shall become nonrefundable as of such date.
b. Upon satisfaction or waiver of the conditions set forth herein and in Section 5 of
this Agreement, Purchaser shall pay to Seller the Purchase Price at Closing, as follows: (i) one
hundred percent (100%) of the Purchase Price; less the Earnest Money, shall be paid to Seller in
cash or certified funds upon conveyance to Purchaser of merchantable title and complete
possession to the Real Estate.
2. Closing Date. The sale ("Closing") of the Real Estate shall be closed on or before
a""`` is . 2003.
3. Taxes. Assessments and Closing Costs. Real estate taxes due and payable during the
year in which the closing occurs shall be paid by Seller. Real estate taxes becoming a lien during the
year in which the Closing occurs shall be prorated on a calendar year basis between Seller and
Purchaser as of the date of Closing. Seller agrees to pay all assessments and levies upon the Real
Estate becoming due and payable or assessed at or before the Closing. Seller shall pay any real estate
transfer tax payable as a result of the conveyance contemplated hereby. All closing fees shall be shared
equally by the parties.
Rights of Purchaser. After the acceptance of this Purchase Agreement, Purchaser
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shall have the right to enter upon the Real Estate at reasonable times to make studies, conduct tests,
surveys and perform similar acts which Purchaser deems necessary in connection with the purchase
of the Real Estate.
5. Conditions of Offer. This offer is subject to the following conditions, which must be
sat stied on or before7a,_ /Z—, 206Kor if not satisfied, waived in writing by Purchaser:
a. Seller shall obtain from the Title Company a commitment for an owner's policy
of title insurance insuring Purchaser or its nominee as proposed owner for an amount equal to
the Purchase Price. Such commitment shall be provided to Purchaser within 15 days of the
acceptance date hereof The final policy issued pursuant to said commitment shall be paid by
Seller. The title commitment and final policy shall insure title to the Real Estate free and clear
of all liens, restrictions, easements, present violations of zoning and building ordinances, and
encumbrances other than current taxes not delinquent. Against payment by the Purchaser of the
Purchase Price as provided above, Seller shall execute and deliver to Purchaser a general
warranty deed, non -foreign affidavit, environmental affidavit and Vendor's affidavit conveying
merchantable title to the Real Estate. Such deed and affidavits shall be in recordable form
acceptable to Purchaser's counsel subject only to title exceptions acceptable to Purchaser and
any liens or encumbrances created by Purchaser. Purchaser shall be entitled to possession of
the Real Estate on the Closing Date;
b. Within 20 days after acceptance of this Agreement, Purchaser (at its expense)
shall obtain an environmental assessment of the Real Estate. Such assessment shall
be acceptable to Purchaser.
c. Compliance with all provisions of Indiana law governing Purchaser's legal
capacity to acquire and/or dispose of the Real Estate.
In the event any of the conditions set out in this Section 5 are not satisfied or waived
in writing by Purchaser in the allowed time period including extensions provided herein,
Purchaser at its option may terminate this Agreement without liability on its part and the
Earnest Money deposit. shall be immediately returned to Purchaser.
6. Warranties and Covenants of Seller. I3y executing this Agreement, Seller warrants,
represents and covenants to Purchaser that:
a. Seller is the fee simple owner of the Real Estate and that no party other than
Seller has any right to or title or interest in or claim against the Real Estate.
b. The Real Estate (including the land, surface water, ground water and
improvements) is free of any hazardous toxic or damaging substances or pollutants located
on or beneath the surface of' the Real Estate, including without limitation (i) any "hazardous
waste" as defined by the Resource Conservation and Recovery Act of 1976, as amended, and
regulations thereunder, (ii) any "hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, and
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regulations promulgated thereunder, and any pollutants or substances defined as hazardous
or toxic by any federal, state or local law, statute, ordinance or regulations; nor has the Real
Estate ever been used for the storage or disposal of such pollutants or substances; there does
not exist any underground storage tanks for fuel, pollutants, hazardous substances or other
similar substances,
These warranties and representations shall survive the closing of this transaction.
7. Brokerage. Purchaser and Seller agree that no broker or finder has been involved in
the transaction described in this Agreement.
8. Confidentiality. Each of the parties hereto covenants and agrees that the terms and
conditions of this Agreement, including, without limitation, the results of any environmental impact
study, shall be treated by the parties as strictly confidential unless otherwise authorized in writing by
the parties to the extent allowed by law. Purchaser may disclose such terms and conditions
necessary in connection with any litigation or arbitration commenced in connection with the subject
matter contained herein or as required by a court of law or equity or in connection with the Indiana
Responsible Property Transfer Law, or in connection with the financing or raising of funds with
respect to the Real Estate. Purchaser will restrict the use of any such information in order to
preserve its confidentiality.
In the event that either party is requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or other process) to
disclose any information about this Agreement, the parties receiving the request agrees that it will
provide the other party with prompt written notice of any such request or requirement so that prior
to such disclosure the other party may seek to obtain an appropriate protective order or waive
compliance with the provisions of this paragraph 8. All costs of seeking an appropriate protective
order or other relief shall be exclusively born by the party seeking such compliance.
9. Duration of Offer. This Offer to Purchase shall terminate if the written acceptance
below`�not executed by Seller and received by Purchaser on or before the close of business on
10. Condition of Parking Lot, Signs and Survey. Seller acknowledges it has been
working with Purchaser's representative, American Consulting Engineers about the completion of
miscellaneous repairs to Seller's parking lot. Such repairs are required due to damage occurring
during the construction of the Illinois street extension. Such representative will obtain a written cost
estimate to complete the repairs and Purchaser will pay such sum to Seller at the closing of the
transaction. In addition_ Purchaser at its expense will prepare an ALTA survey of the real estate
being sold. A copy o such survey vi11 'en to Sel eller has indicated it agrees to seek
approval from the nt��, rnr'n o ranspnrnneicr "IJOT") to install P8T compliant
information signs on the east and west sides of Illinois street. Such signs shall show access to
Seller's business the Ritz Charles. Purchaser will not object to such request. If approved, such
signs will be installed by Purchaser at its expense.
11. 112C Section 1031. Purchaser agrees to cooperate with the Seller to permit the
conveyance of the Property to be consummated as a part of a transaction intended by Seller to
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qualify as a tax free exchange under Section 1 031 of the Internal Revenue Code and in conjunction
therewith to execute such documents as Seller may reasonably request. In no event, however, shall
Purchaser have any expenses associated with the exchange transaction.
12. Time of Essence. Time is of the essence for this contract.
Agreed to this g2d' day ofQte ke 2006.
THE CITY OF CARMEL.
Address for Notices
12156 Meridian Associates
Attn: Mr. Lazarra
12156 North Meridian Street
Carmel, IN 46032
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Purchaser
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ACCEPTANCE
Seller or the Real Estate described in the foregoing Purchase Agreement, hereby accepts the
above Purchase Agreement on the terms and conditions contained therein and acknowledges the
receipt of $1.00 by Title Company as the Earnest Money, to be held and applied; returned or
forfeited in accordance with the agreed terms. ��
Agreed to this 7-,a day of PL-CAfi%ir(i0T
Address for Notices:
12156 Meridian Associates
Attn: Frank Lazarra
12156 North Meridian Street
Cannel, IN 46032
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12156 Meridian Associates, LLC
Seller
Exhibit A
Legal Description
(as provided in the tax record, exact legal description subject to the forthcoming survey)
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EXHIBIT "A"
Project: Illinois Street
Parcell Fee
Sheet 1 of 1
A part of the Northwest Quarter of Section 35, Iownship 18 North, Range 3 East, Hamilton
County, Indiana, and being that part of the grantor's land lying within the right-of-way lines
depicted on the attached Right -of -Way Parcel Plat marked Exhibit "B" described as follows:
Commencing at the southeast corner of the West Halfof said Northwest Quarter; thence
South 88 degrees 45 minutes 11 seconds West (beating assumed) 165.57 feet along the south
line of said Northwest Quarter to point designated "336" on said Plat and the point of
beginning of this description; thence continuing South 88 degrees 45 minutes 11 seconds
West 55.85 feet along said south line to the southwest corner of the grantor's land; thence
North 0 degrees 08 minutes 24 seconds West 984.22 feet (984 12 feet deed) along the west
line of said grantor's land to the northwest comer of said grantor's land; thence North 88
degrees 44 minutes 50 seconds East 57 26 feet along the north line of said grantor's land to
point designated "338" on said Plat; thence South 0 degrees 08 minutes 03 seconds East
938.02 feet to point "337" designated on said Plat; thence Southerly 46.26 feet along an arc
to the right having a radius of 821 00 feet and subtended by a long chord having a bearing of
South I degree 28 minutes 48 seconds West and a length of 46.26 feet to the point of
beginning and containing 1 29 acres, more or less.
This description was prepared for the City of Carmel by Michael L Bishop, Indiana
Registered Land Surveyor, License Number 50511, on the 18th day of April, 2005tttttt .
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Vi, S0511 e*;
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EXHIBIT "B"
RIGHT-OF-WAY PARCEL PLAT
Prepared for the City of Carmel
By American Consulting, Inc.
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SHEET 1 OF 2
100'
200'
SCALE: 1"•200'
245+00
R/W
RIGHT OF ENTRY
FOR GRADING
240+00
HATCHED AREA 1S THE APPROXIMATE TAKING
OWNER:
12156 MERIDIAN ASSOCIATES, LLC
PARCEL: '2
CODE:
PROJECT: 05-01
ROAD: ILLINOIS STREET
COUNTY: HAMILTON
SECTION: 35
TOWNSHIP: 18 NORTH
RANGE: 3 EAST
DRAWN BY: MLB
CHECKED BY: MLB
DES. NO;
QUITCLAIM DEED-INSTR.No. 200300046802 DATED APRIL 21, 2003
THIS PLAT WAS PREPARED FROM PUBLIC DOCUMENTS AND NOT CHECKED BY A FIELD SURVEY
EXHIBIT "B"
RIGHT-OF-WAY PARCEL PLAT
Prepared for the City of Carmel
By American Consulting, Inc
POINT REFERENCE CHART (Feet)
SHEET 2 OF 2
POINT
NORTH
EAST
STATION
OFFSET
LINE
908
7689.3629
7656 0191
926
7631.5500
4999.9994
234
7702.9902
6117 7982
P C. 238+26.67
A
235
9194.0379
6114.3067
PC 253+1731
A
336
7656 8561
6162 6033
+E(+82 99)
46.00 RT
A
337
7703.0979
6163.7981
238+26 66
46.00 RT
A
338
8641 1126
6161 6016
+R(+64 68)
46 00 RT
A
Stations and Offsets are to Control
Over North and East Coordinates
SURVEYOR'S STATEMENT
To the best of my knowledge and belief, this plat, together with the "Location Control
Route Survey" recorded os Instrument No. 200500022141 in the Office of the Recorder
of Hamilton County, Indiana, incorporated and mode a part hereof by reference, comprise
n Route Survey executed in accordance with Indiana Administrative Code 865 IAC 1-12
("Rule 12")
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j STATE OF j •
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Michael L Bishop
Registered Land Surveyor No. 50511
State of Indiana
OWNER. 12156 MERIDIAN ASSOCIATES, LLC
PARCEL: 2
CODE:
PROJECT: 05-01
ROAD: ILLINOIS STREET
COUNTY: HAMILTON
SECTION: 35
TOWNSHIP 18 NORTH
RANGE3 EAST
DRAWN BY: MW
CHECKED BY: MLB
DES. NO