Real Estate Purchase Agreement/302 Pintail Court ($336,250)BOSE
McKNNEY
&EVANSrw
ATTORNEYS AT LAW
January 25, 2005
VIA. HAND DELIVERY
Les A. Olds, AIA
Director of Redevelopment
CITY OF CARMEL
One Civic Square
Carmel, Indiana 46032
Dear Les:
•
Tammy K. Haney
North Office
Direct Dial (317) 684 -5308
Direct Fax (317) 223 -0308
E -Mail: THaney@boselaw.com
Enclosed is the Real Estate Purchase Agreement signed by Nathan and Jeanne
Maudlin. Have you reviewed my email regarding the environmental report?
TKHJcas
Enclosure
65309.1
Downtown • 2700 First Indiana Plaza • 135 North Pennsylvania Street • Indianapolis, Indiana 46204 • (317) 684 -5000 • Fax (317) 684 -5173
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www.boselaw.com
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT ( "Agreement ") is executed as of day
of , 2005 (the "Agreement Date "), by NATHAN B. MAUDLIN and JEANNE G.
MAUDLIN, husband and wife, whose address is 302 Pintail Court, Carmel, Indiana 46032 ( "Seller "), and the
CITY OF CARMEL REDEVELOPMENT COMMISSION, whose address is One Civic Square, Carmel,
Indiana 46032 ( "Buyer "), who acknowledge that the following facts are true:
A. Seller is the owner in fee simple of certain real estate located in Hamilton County, commonly
known as 302 Pintail Court, Carmel, Indiana 46032, as more particularly described in the attached Exhibit A,
which is incorporated herein by reference (the "Property"); and
B. Buyer desires to purchase, and Seller desires to sell the Property;
C. Buyer intends to develop a portion of the Property as part of the Illinois Street expansion
project.
In consideration of the mutual covenants hereinafter contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller agrees to sell, and Buyer agrees to purchase the Property for the
price and subject to the terms and conditions hereinafter set forth.
2. Purchase Price. The purchase price for the Property (the "Purchase Price ") shall be Three
Hundred Thirty-Six Thousand Two Hundred Fifty Dollars ($336,250.00).
3. Payment of Purchase Price. On closing this transaction Buyer shall pay the Purchase Price,
plus or minus any prorations and adjustments made pursuant to this Agreement to Seller in immediately
available funds.
4. Conditions. Buyer's obligations under this Agreement are subject to the satisfaction (or waiver
in writing by Buyer) of the conditions in this paragraph 4 within thirty (3 0) days after the Agreement Date (the
"Satisfaction Date "). At any time after the Agreement Date, Buyer and its agents shall have the right to (and
Seller hereby grants permission to Buyer to) enter upon the Property and make all engineering, soil boring,
percolation and other tests and inspections deemed necessary by Buyer to satisfy Buyer as to the condition of
the Property, including any inspections which are necessary as a result of the Seller's Residential Disclosure
Document as provided for in subparagraph (f); provided, however, that Buyer shall restore any damage to the
Property resulting from the entry of Buyer or its agents. All such tests shall be at Buyer's cost and expense. In
the event the following conditions are not satisfied by the Satisfaction Date, Buyer shall, on or before the
Satisfaction Date, give Seller written notice that such conditions have not been satisfied and either (i) waive
any unsatisfied condition and proceed to Closing of the purchase and sale; or (ii) notify Seller that Buyer has
elected not to attempt to further resolve or satisfy such condition(s) and that Buyer will not complete the
purchase and sale, in which case neither party shall have any further obligation hereunder. Notwithstanding
the foregoing, Buyer may, at Buyer's option, extend the Satisfaction Date by thirty (30) days' written notice to
Seller anytime prior to the Satisfaction Date.
(a) Status of Title. Buyer shall have received the Title Commitment hereinafter defined
in the condition and as required under paragraph 5 of this Agreement.
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(b) Permits. Buyer shall have determined, in its sole discretion, that all permits, consents,
approvals and other items required or desired by Buyer to be obtained from all federal, state and local
governmental, municipal, public and other authorities, bodies and agencies (collectively, the
"Permits "), to permit Buyer to purchase and use the Property as part of the Illinois Street expansion
project shall have been or are able to be obtained.
(c) Environmental Condition and Wetlands. Buyer shall have determined, in its sole
discretion, that (i) the Property is not contaminated with any toxic waste or_ha7ardous substance,
including but not limited to, mold; (ii) the Property contains no asbestos or PCB's; (iii) the Property
does not appear on any state or federal CERCLA (Comprehensive Environment Responsibility
Compensation and Liability Act or Superfund) list; (iv) the Property contains no underground storage
tanks; and (v) the Property is not located in any area of special flood hazard, as designated by the
United States Department of Housing and Urban Development or the Federal Emergency Management
Agency, or in any flood plain, floodway or other flood control district designated by any federal, state
or local governmental municipal, public or other authority, body or agency.
(d) Improvements. Buyer shall have determined that all improvements, if any, on the
Property are located entirely within the bounds thereof, and that there are no encroachments upon the
Property by improvements or appurtenances on property adjoining the Property; and Buyer shall have
determined that there are no existing violations of zoning ordinances or other laws, ordinances,
restrictions or covenants applicable to the Property.
(e) Approvals. Buyer shall have obtained any and all necessary resolutions, consents or
other approvals allowing Buyer's purchase of the Property pursuant to the terms set forth herein.
(f) Seller's Disclosure. Seller shall deliver to Buyer, within five (5) days of the date of
this Agreement, the completed Seller's Residential Disclosure Document for the Property. Buyer shall
be satisfied with the condition of any and all improvements located on the Property.
5. Seller's Title.
(a) Buyer, at its expense, shall obtain a commitment for an owner's policy of title
insurance (the "Title Commitment ") issued by a title insurance company satisfactory to Buyer ( "Title
Insurer"), in which the Title Insurer shall agree to insure, for the full amount of the Purchase Price,
merchantable title to the Property in the name of Buyer, free from the Schedule B standard printed
exceptions and all other exceptions except those acceptable to Buyer. Any closing fee charged by the
Title Insurer shall be paid by Buyer.
(b) If (1) the Title Commitment reflects any exceptions to title which are not acceptable to
Buyer in Buyer's sole discretion, or (2) at any time prior to the Closing, title to the Property is
encumbered by any exception to title not acceptable to Buyer in Buyer's sole discretion (any such
exception or unacceptable state of fact being referred to herein as a "Title Defect"y; then Buyer shall,
within fifteen (15) days following receipt of the Title Commitment or discovery of the Title Defect, as
the case may be, give Seller written notice of such Title Defect. Seller shall, within fifteen (15) days
after receipt of such notice, use its reasonable efforts to remove such Title Defect or obtain affirmative
title insurance coverage insuring and defending against any loss, cost or expense arising out of or
related to such Title Defect ( "Affirmative Coverage "). On or before the Closing, Seller shall provide
Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect
will be removed or that such Affirmative Coverage shall be obtained. Notwithstanding anything
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contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to
cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:
(i) All mortgages, security deeds or other security instruments encumbering the
Property;
(ii) All past due ad valorem taxes and assessments of any kind, whether or not of record,
which constitute, or may constitute, a lien against the Property; and
(iii) Judgments against the Seller (which do not result from acts or omissions on the part
of Buyer) which have attached to and become a lien against the Property.
6. Appraisals. Buyer, at-Buyer's expense, has obtained appraisals of the fair market value of the
Property pursuant to the Indiana Code ' 36 -1- 10.5 -5.
7. Cooperation of Seller. Seller shall assist Buyer and its representatives, whenever reasonably
requested by Buyer, in obtaining information about the Property.
8. Taxes and Assessments. Buyer will assume and agree to pay real estate taxes and assessments
assessed against the Property commencing in May, 2005.
9. Insurance and Risk of Loss. Insurance on the Property shall be cancelled by the Seller as of
the Closing. In the event that, prior to Closing, all or any portions ofthe Property, any interests therein, or any
rights appurtenant thereto 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 threat of such taking or appropriation has been given or is
pending at the Closing, then Buyer, at its option, may either (a) cancel this Agreement by written notice to
Seller, in which event neither party shall have any further obligation hereunder, or (b) elect to proceed with
Closing, in which event the Purchase Price shall be reduced by an amount equal to any sums previously paid or
then payable to Seller 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,
demands, actions and chooses in action which may exist by virtue of such taking, appropriation or action or
proceeding in lieu thereof; provided, however, that until the earlier of (i) Closing or (ii) termination of this
Agreement, Seller shall not make any voluntary settlement or agreement regarding any taking, appropriation or
action or proceeding in lieu thereof with any condemning authority without first obtaining Buyer's written
consent to such settlement or agreement.
10. Closing. The closing of the purchase and sale of the Property (the "Closing ") shall occur at the
office of Title Insurer or another location selected by both Seller and 'Buyer, within fifteen (15) days after the
satisfaction of the conditions contained in Paragraph 5 hereof (the "Closing Date "), unless Buyer and Seller
shall agree upon a different date for the Closing.
- 11. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a general
warranty deed conveying the Property to Buyer free and clear of all liens and encumbrances except such as
have been approved in writing by Buyer, (b) a Vendor's Affidavit in a form satisfactory to the Buyer and the
Title Insurer, (c) a Certification of Non-Foreign Status pursuant to Section 1445(b)(2) ofthe Internal Revenue
Code, (d) an IRS Form 1099S Disclosure Statement (if required under the Internal Revenue Code), (e) a
closing statement, (f) an Indiana Disclosure of Sales Information Form, and (g) such other instruments,
certificates or affidavits as may be provided herein or as Buyer or Title Insurer may reasonably request to effect
the intention of the parties hereunder.
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12. Possession. Possession of the Property shall be delivered to Buyer on or before thirty (30)
days after the Closing Date, in the same condition as it is now, free and clear of the claims of any other party.
At closing, Buyer and Seller shall enter into a lease pursuant to which Seller may retain possession of the
Property for up to thirty (30) days after the Closing Date, at no charge, and during such time Seller shall
maintain the Property, provide insurance therefore and pay all utility charges.
13. Notices. All notices required or permitted to be given hereunder shall be in writing and
delivered either in person or by certified or registered first -class prepaid mail, return receipt requested, to Seller
or Buyer at their respective addresses set forth below, or at such other address, notice of which have been
given to the other party in accordance with this paragraph 13.
Seller: Nathan B. Mauldin
Jeanne G. Maudlin
302 Pintail Court
Carmel, Indiana 46032
Buyer: City of Carmel Redevelopment Commission
One Civic Square
Carmel, Indiana 46032
Attention: Les A. Olds
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 retum
receipt.
14. Representation Regarding Hazardous Waste. Seller hereby warrants and represents to Buyer
as follows, that to the best of Seller's knowledge, (a) the Property is not "property" under the Indiana
Responsible Property Transfer Law (LC. 13- 7- 22.5), and no Environmental Disclosure Document need be
provided pursuant thereto; (b) the Property is not in any way contaminated with any hazardous substance;
(c) the Property does not appear on any state or federal CERCLA (Comprehensive Environmental
Responsibility, Compensation, and Liability Act or Superfund) lists; (d) there is no asbestos or PCP's on the
Property; (e) there are no underground storage tanks on the Property; (f) neither Seller nor any of Seller's
employees, agents, licensees or invitees have placed or permitted the placement of any hazardous substances
in, on or over the Property; (g) no other party has placed any hazardous substances in, on or over the Property;
(h) the Property has not been used as a plant or site where hazardous substances are subjected to treatment,
storage, disposal or recovery; (i) the Property is not subject to any federal, state or local " Superfund" lien,
proceedings, claim, liability or action, or the threat or likelihood thereof, for the clean-up, removal or
remediation of any such hazardous substance from the Property; (j) by acquiring the Property, Buyer will not
incur or be subjected to any liability for the clean-up, removal or remediation of any hazardous substance from
the Property or any liability, cost or expense for the removal of any underground storage tank from the
Property; and (k) Seller shall indemnify, defend and hold Buyer harmless from and against-wry and all claims,
demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expense (including, but
not limited to, attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result
(direct or indirect) ofthe untruth or inaccuracy of any ofthe foregoing matters represented and warranted by
Seller to Buyer or the breach of any of the foregoing covenants and warranties of Seller, which indemnity shall
survive the Closing hereof.
The fact that Buyer undertakes or obtains any environmental audit or assessment ofthe Property shall
not release or relieve Seller of or from any of the foregoing covenants, representations and warranties. The
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4
terms "hazardous substance," "release," and "removal" as used herein shall have the same meaning and
definition as set forth in paragraphs (14), (22), and (23), respectively, of Title 42 U.S.C. '9601 and
I.C. 13- 7- 8.7 -1; provided; however, that the term "hazardous substance" as used herein shall also include
"hazardous waste" as defined in paragraph (5) of 42 U.S.C. '6903 and "petroleum" as defined in paragraph (8)
of 42 U.S.C. '6991. The term "underground storage tank" as used herein shall have the same meaning and
definition as set forth in paragraph (1) of 42 U.S.C. '6991.
15. Further Representations and Warranties of Seller. Seller hereby represents and warrants that:
(a) Seller has full power and authority to enter into and consummate the transaction
contemplated by this Agreement, and all consents and approvals necessary therefore have been
obtained.
(b) The execution, delivery and performance by Seller of its obligations under this
Agreement will not conflict with or result in a breach of, or constitute a default under, any of the
provisions of any law, governmental rule, regulations, judgment, decree or order by which the Seller is
bound, or by any of the provisions of any contract to which the Seller is bound, or, if Seller is not an
individual, by the Seller's declaration of trust, certificate of incorporation, bylaws or partnership
agreement, as the case may be.
(c) Seller has, as of the Agreement Date, and will have as of the date of the Closing,
good, marketable and indefeasible title to the Property, subject only to those exceptions shown on the
Title Commitment.
(d) To Seller's knowledge, there is no litigation or proceeding pending or threatened
against or relating to Seller, the Property or the use thereof, nor does Seller know of or have reasonable
grounds to know of any basis for any such action or claim.
(e) There are no liens or other encumbrances against the Property which will remain after
the Closing and no mechanic or materialmen shall claim a lien against the Property for labor or
materials furnished with respect to improvements on the Property.
(f) There are no covenants, agreements, restrictions or other arrangements or
understandings (whether in writing or of record) respecting the Seller, the Property, or the use or
possession of Property which would require payment by Buyer to any person, owners' association
or other entity of or for shared easements, improvements, utilities or services; provided, however, in
the event any such covenant, agreement, restriction or other arrangement or understanding exists and
has been approved in writing by Buyer, Seller shall pay at or prior to closing all amounts accruing or
becoming due and payable on or prior to Closing, and, other than real estate taxes described in
paragraph 8, any regular periodic payments applicable to the Property accruing in the year of Closing
shall be prorated to the date of Closing.
. 16. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants,
representations and warranties 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.
17. 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
64850.2 5
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.
18. 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.
19. 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.
20. 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.
21. Governing Law; Construction.
Indiana.
(a) This Agreement shall be interpreted and enforced according to the laws of the State of
(b) AlI 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.
(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 assigns, 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.
(e) Seller and Buyer hereby acknowledge that upon execution by all parties this
Agreement is and will remain a public record under applicable laws, rules and ordinances.
[THIS SPACE INTENTIONALLY LEFT BLANK]
64850.2 6
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as ofthe date first
above written.
SELLER:
mint_ a Aktue,
Nathan B. Maudlin
e G. Maudlin
STATE OF INDIANA )
) SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Nathan B. Maudlin
and Jeanne G. Maudlin, who acknowledged the execution ofthe foregoing "Real Estate Purchase Agreement'
as their voluntary act and deed.
Witness my hand and Notarial Seal this CQ day of i_u 2005.
My Commission Expires:
My County of Residence:
64850.2
Notary Public - Signature
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BUYER:
CITY OF CARMEL REDEVELOPMENT
COMMISSION
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By on Carter, Acting President .
STATE OF INDIANA )
)SS:
COUNTY OF HAMILTON )
Before me, a Notary Public in and for said County and State, personally appeared Ron Carter, by me
known and by me known to be the Acting President of the City of Carmel Redevelopment Commission, who
acknowledged the execution of the foregoing "Real Estate Purchase Agreement" on behalf of said
redevelopment commission.
Witness my hand and Notarial Seal this I 4day of t 6i ° , 2005.
My Commission Expires: 77,z5/P-,0
My County of Residence: / m / /%e1
Notary Pifblic - Signature
/ 3 .5 6/
Notary Public - Printed
64850.2 8
EXHIBIT A
The Property
Lot Number 10 in Spring Lake Estates, a subdivision in Hamilton County, Indiana, as per plat
thereof, recorded as Instrument No. 9433343 in the Office of the Recorder of Hamilton
County, Indiana.
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