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Evan Lurie/Sale Main St. Pk Lot/CRC OFFER TO PURCHASE ~"~ b~// /0' ~'}[~ ,ah J~_~/t,j-.. ("Buyer") hereby offers and agrees to purchase certain property from the City of Carmel, Indiana, as follows: 1. Purchase and Sale. Seller is the owner in fee simple of certain real estate located in Carmel, Hamilton County, Indiana, at the northeast comer of West Main Street and First Avenue NW, and more particularly described on Exhibit A attached hereto (the "Property"). Seller agrees to sell, and Buyer agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth and set forth in the Resolution of the Board of Public Works and Safety of the City of Carmel, Indiana attached hereto as Exhibit B (the "Resolution"). 2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be Twenty-Six Thousand Eight Hundred Dollars ($26,800.00). 3. Payment of Purchase Price. The Purchase Price shall be paid to Seller as follows: Upon execution of this Offer to Purchase (the "Agreement") by Buyer and Seller, Buyer shall deposit with Seller, an earnest money deposit in the amotmt of Five Thousand Dollars ($5,000.00) (the "Deposit"). Such Deposit shall be held, applied, returned or retained in accordance with the terms of this Agreement. If Buyer shall fail or refuse to perform its obligations herein specified, the Deposit shall be retained by Seller as liquidated damages and Seller waives any claim for damages, at law or in equity, and waives any claim for specific performance and agrees that such liquidated damages shall be Seller's sole remedy at law or in equity. The remainder of the Purchase Price, plus or minus any adjustments thereto, shall be paid by Buyer at Closing in cash or other immediately available funds. 4. Due Diligence. Buyer acknowledges and agrees that prior to entering into this Agreement, Buyer had the opportunity to conduct any due diligence for the Property deemed necessary by Buyer, with the exception that closing is conditioned upon Buyer's obtaining a satisfactory Phase II Environmental Report, in Buyer's sole discretion within forty-five (45) days. Buyer will pay for cost of said Phase II report. If the Phase II Environmental Report is not satisfactory to Buyer, Seller will refund Buyer's deposit. 5. Taxes and Assessments. Buyer assumes and agrees to pay (a) all assessments for municipal improvements becoming due and payable after the Closing and (b) so much of the real estate taxes and assessments assessed against the Property becoming due and payable in May, 2004 and all real estate taxes arising thereafter. 6. Insurance and Risk of Loss. Insurance on the Property shall be canceled as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any rights appurtenant thereto are damaged or destroyed by fire or other casualty or are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power, or by virtue of any actions or proceedings in lieu thereof, or if any notice or tl~reat of such taking or appropriation has been given or is pending at the Closing, then Buyer, at its option, may either (a) cancel this 55866vl Agreement by written notice to Seller, in which event Escrow Agent shall immediately reftmd the Deposit to Buyer and neither party shall have any further obligation hereunder, or (b) elect to proceed with Closing, in which event the Purchase Price shall (i) in the event of fire or other casualty, be reduced by an mount equal to any sums previously paid or then payable to Seller by Seller's insurance carrier, which sums have not been expended by Seller to restore the Property or (ii), in the event of a condemnation or other taking, be prorated based upon the amount of property taken by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof, and Seller shall transfer and assign to Buyer at Closing any and all further claims prorated as described herein, demands, actions and chooses in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof. 7. Buyer's Plans. Within thirty (30) days of the execution of this Offer to Purchase, Buyer shall submit to Seller, for Seller's approval, such drawings and plans as Seller shall reasonably require with respect to Buyer's use and development of the Property as a retail art gallery ("Buyer's Plans"). Buyer's Plans shall, at a minimum, provide for construction of a commercial building of an architectural style, including height, which is in keeping with the existing neighborhood and current development in the Old Town area, in Seller's sole discretion. Any approval of Buyer's Plans by Seller shall be in addition to and not in lieu of any other approvals or permits Buyer is obligated to obtain pursuant to applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. In the event Buyer does not submit Buyer's Plans within thirty (30) days of the execution of this Offer to Purchase or Buyer's Plans are not acceptable to Seller in accordance with the requirements of this paragraph 7 w/thin thirty (30) days of the execution of this Offer to Purchase, Seller shall have the option, in Seller's sole discretion, to allow Buyer additional time not to exceed fifteen (15) days to complete the submission and approval of Buyer's Plans or to terminate this Agreement. In the event Seller elects to allow Buyer the additional fifteen (15) days to submit and obtain approval of Buyer's Plans as required herein and Buyer does not submit such revised Buyer's Plans or the revised Buyer's Plans are not acceptable to Seller in accordance with the requirements of this paragraph 7, this Agreement shall terminate. In the event of the termination of this Agreement, neither party will have any rights or liabilities hereunder. Upon the termination of this Agreement, Seller shall be free, at Seller's option, to proceed with the sale of the Property in another authorized manner. If the Seller does not approve Buyer's plans within this specified time frame, seller will refund the deposit to the Buyer. 8. Closing. The closing of the purchase and sale of the Property (the "Closing") shall occur at a location selected by both Seller and Buyer, on the later of (i) ten (10) days after the execution of this Offer to Purchase by Seller and Buyer; or (ii) the date of approval of Buyer's Plans as'provided in paragraph 7 (the "Closing Date"), unless Buyer and Seller shall agree upon an earlier or later date for the Closing. 9. Closing Docur~aents. At the Closing, Seller shall execute and deliver to Buyer (a) a limited warranty deed; (b) an Indiana Disclosure of Sales Information Form; (c) a closing statement, and (d) such other instruments, certificates or affidavits as may be provided herein or as Buyer may reasonably request to effect the intention of the parties hereunder. 55866vl 2 10. Possession. Possession of the Property shall be delivered to Buyer on the Closing Date in substantially the same condition as it is now. 11. Rights and Obligations. The rights and obligations of Seller and Buyer herein contained shall inure to the benefit of and be binding upon the parties hereto and their respective personal representatives, heirs, successors and assigns. 12. Notices. All notices required or permitted to be given hereunder shall be in writing and _delivered in person, or by certified or registered first-class prepaid mail, return receipt requested, or by a nationally recognized overnight courier to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been given to the other party in accordance with this paragraph 12. Seller: Buyer: City of Carmel One Civic Square Carmel, 1N 46032 Atto: Board of Public Works and Safety Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt or signature acceptance. t 3. Condition of Property. It is understood and agreed that the Property is being sold "as is" "where is" and "with all faults"; that Buyer has inspected the Property; and that Seller has made no representation or warranty as to the physical condition or value of the Property. 14. Compliance with Laws. In purchasing and developing the Property, Buyer shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and processes including but not limited to zoning and permitting. 15. Representations and Warranties of Seller. Seller is the fee simple owner of the Real Estate and to Seller's knowledge, no party other than Seller has any right to or title or interest in or claim against the Real Estate. 16. Representations and Wan-anties of Buyer. Buyer shall develop the Property in accordance with terms and conditions of the Resolution. 17. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants, representations and wan-anties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 55866vl 3 18. Assignment. Buyer may not assign this Agreement without the written consent of Seller. 19. Complete Agreement. This Agreement represents the entire agreement between Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 20. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 21. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 22. Use of Brokers. Each party represents and warrants to the other that it has dealt with no broker, finder or other person with respect to this Agreement or the transactions contemplated hereby. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity obligation shall be deemed to include the payment of reasonable attorney's fees and court costs incurred in defending any such claim. 23. Attorneys' Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the nonprevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs, expert witness fees and court costs as may be fixed by the court or jury. 24. Governing Law; Construction. (a) This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof. 55866vl 4 (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assi~as, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party. 25. Time of the Essence. Time is of the essence for the performance of each and every covenant contained herein. "BUYER" ACCEPTANCE The undersigned Seller accepts this Offer to Purchase, upon and subject to the terms and conditions set forth herein. Datedthis ~7'?~ ayof /~/~(/~,d~,J~ ,2003. City of Carmel, Indiana By and thr~gh its Board of Public W~s and Safety James Brainard, Presiding Icer Date: //'- 7'- ~ ~ Lori Watson, Member Date: 55866vl 5 55866vl 6 EXHIBIT A Part of Lot 1 & Lot 2 in Simeon Hawkin's Addition to Bethlehem, now Carmel, Indiana, as per plat thereof recorded in Deed Record 30, page 441, in the Office of the Recorder, Hamilton County, Indiana, more particularly described as follows: Beginning at the southwest corner of an existing building, said corner lying approximately 0.5 feet north and 0.5 feet east of the southwest corner of Lot 1, aforesaid; THENCE northerly along the face of said building 126.00 feet to a point approximately 0.5 feet east of the west line of said Lot 1; THENCE westerly perpendicular to said building face 37.00 feet; THENCE southerly parallel with said building face 126.00 feet; THENCE easterly perpendicular to said building face 37.00 feet to the Point of Beginning. Containing 4,662 square feet (0.017 acres), more or less. 56124.1 ?~2~: