Grant of Option to Purchase Real Estate GRANT OF OPTION TO PURCHASE REAL ESTATE
THIS GRANT OF OPTION TO PURCHASE REAL ESTATE(the"Grant")is executed this2b
day of November, 1999(the"Effective Date"), by WLB Associates, Inc. (the"Seller"), and Davis Homes, LLC
(the"Purchaser").
1. Option Grant. Subject to the terms and conditions set forth in this Grant, Seller grants to Purchaser
the exclusive option (the"Option")to purchase that certain tract of real estate more particularly described on
Exhibit A,attached hereto and incorporated herein by reference(the"Parcel"),together with the buildings and
other related improvements located on the Parcel (the"Improvements"). The Parcel and the Improvements,
collectively, are the"Real Estate".
2. Option Term. The term of this Option shall commence on the Effective Date and expire on
February 28, 2000 (the "Option Term"). Purchaser may exercise the Option by delivering to Seller written
notice of its exercise at any time prior to the expiration of the Option Term.
3. Purchase Price. The purchase price for the Real Estate(the"Purchase Price")shall be$600,000.00.
4. Closing Date. If Purchaser exercises the Option, then the closing with respect to the purchase and
sale of the Real Estate (the "Closing") shall occur on a date (the "Closing Date") that is: (a) specified by
Purchaser in a written notice to Seller; and (b) noLlater than 15 days after the Option Term expires. The
Closing shall occur at the office of-$hi.77.,r -rrij (the"Title Insurer"). At the Closing, Purchaser
shall pay the Purchase Price, less any credits and adjustments for which this Grant provides,which shall be
credited against the Purchase Price.
5. Real Estate Taxes. If Purchaser exercises the Option, then Purchaser shall assume and agree to
pay: (a) all assessments for municipal improvements (the"Assessments") becoming a lien against the Real
Estate after the Closing Date; and (b) all installments of real estate taxes (the "Real Estate Taxes") first
becoming payable after the Closing Date. Seller shall pay: (a) all Assessments becoming a lien against the
Real Estate prior to the Closing Date;and(b)all installments of Real Estate Taxes first becoming payable prior
to the Closing Date provided that, if Seller has paid the installment of Real Estate Taxes first becoming
payable in November, 1999, then, at Closing, Purchaser shall reimburse Seller for the full amount of such
installment, less any amount of such installment reimbursed by The City of Carmel, Indiana, by and through
its Board of Public Works and Safety (the "City"), as a tenant of a portion of the Real Estate. Any
Assessments not assumed by Purchaser and not due and payable at the time of the Closing shall be credited
against the Purchase Price, and Seller shall have no further liability for such Assessments.
6. Closing Documents. If Purchaser exercises the Option, then, at the Closing, Seller shall execute
and deliver to Purchaser: (a)a general warranty deed conveying the Real Estate to Purchaser, subject only
to: (i)the easements and rights-of-way shown on the title insurance commitment that Purchaser obtains from
the Title Insurer prior to the Closing (the "Title Commitment"); and (ii) the rights of the City, as tenant of a
portion of the Real Estate;and otherwise free and clear of all liens and encumbrances; (b)a vendor's affidavit,
in form and substance satisfactory to Purchaser and the Title Insurer; (c) an affidavit that Seller is not a
"foreign person", in form and substance required by the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder (the "Code"); (d) an affidavit that the Real Estate is not
"property" under the Indiana Responsible Property Transfer Law, as amended, in form and substance
satisfactory to Purchaser; (e)an IRS Form 1099S Disclosure Statement; (f)a closing statement; and(g)such
other documents, instruments or affidavits as Purchaser or the Title Insurer reasonably may request. If
Purchaser exercises the Option,then,at the Closing,Seller,at its cost and expense,shall deliver to Purchaser
an owner's policy of title insurance issued by the Title Insurer in accordance with the Title Commitment.
7. Possession/Entry. If Purchaser exercises the Option, then Seller shall deliver possession of the
Real Estate to Purchaser on the Closing Date, free and clear of the claims of any other party except the City,
as tenant. Prior to exercising the Option, Purchaser and its employees, agents, and contractors shall have
the right to enter upon the Real Estate at reasonable times and conduct all surveys, borings, tests,
inspections, examinations, studies, and investigations as Purchaser deems to be necessary or appropriate.
Within 10 days after the Effective Date, Seller shall deliver to Purchaser copies of the results or reports of all
surveys, borings, tests, inspections, examinations, studies, and investigations of the Real Estate conducted
by or for Seller, or in the possession of Seller.
8. Representations. Seller represents and warrants to Purchaser that: (a) there is no condemnation
that is pending or threatened against the Real Estate or any part thereof; (b) Seller has not received any
notification from any governmental authority of any pending or threatened Assessments on or against the Real
Estate; (c) after the Effective Date, Seller will not grant or give to any other party the option or right to
purchase or acquire the Real Estate or any part thereof; (d)after the Effective Date, Seller will not permit any
lien or other encumbrance to attach to or affect the Real Estate, except for the lien of current Real Estate
Taxes and Assessments; (e) after the Effective Date, Seller will not enter into, modify, amend, or terminate
any easement or other document, instrument, or agreement affecting or concerning the Real Estate; (f)there
are no violations of any applicable federal,state,or local laws,statutes,or ordinances,or governmental rules,
regulations,or orders(the"Laws")affecting the Real Estate; (g)after the Effective Date, Seller shall maintain
the Real Estate in good and safe order and condition and in compliance with all Laws; (h) there has been no
contamination or pollution of the Real Estate, any part thereof, or any groundwater thereunder by any
hazardous waste, material, or substance; and (i)there have been no underground storage tanks on the Real
Estate, except such tanks as have been closed and removed in accordance with all Laws.
9. Default Remedies. If either Seller or Purchaser breaches any term or condition of this Grant, then,
subject to the other express terms and conditions of this Grant, the sole remedy of the non-defaulting party
shall be to: (a)terminate this Grant(if the defaulting party is Purchaser);(b)rescind the exercise of the Option
(if the defaulting party is Seller); (c)enjoin the breach by the defaulting party;(d)specifically enforce the terms
and conditions of this Grant; or(e) cure the breach by the defaulting party and recover from such party the
reasonable costs and expenses incurred by the non-defaulting party to effect a cure. The defaulting party
shall reimburse the non-defaulting party for all reasonable attorneys fees and court costs incurred by the
non-defaulting party in connection with the exercise of its remedies.
10. Condemnation. If Purchaser exercises the Option, and, prior to the Closing: (a)the Real Estate or
any part thereof shall be taken by condemnation;or(b)any notice of condemnation shall be given with respect
to the Real Estate or any part thereof;then Purchaser,at its sole option, may rescind its exercise of the Option
or proceed with the Closing. If Purchaser elects to proceeds with the Closing,then Purchaser may apply the
proceeds of any condemnation award to reduce the Purchase Price.
11. Destruction. If Purchaser exercises the Option, and, prior to the Closing the Improvements or any
part thereof shall be damaged or destroyed by any casualty; then Purchaser, at its sole option, may rescind
its exercise of the Option or proceed with the Closing. If Purchaser elects to proceeds with the Closing, then
Purchaser may apply the proceeds of any insurance policy to reduce the Purchase Price.
12. Notice Addresses. Any notice given under this Grant shall be in writing, and shall be deemed to
have been given when: (a) delivered in person; (b) sent by facsimile, with electronic confirmation of receipt;
or(c) sent by nationally recognized overnight carrier; in any case addressed as follows: (a)to Seller at WLB
Associates, Inc., 4946 Riley Mews, Carmel, Indiana 46033, Attention: Wayne Beverage (Facsimile:
317-571-8332); and (b) to Purchaser at Davis Homes, LLC, 3755 E. 82nd Street, Suite 120, Indianapolis,
Indiana 46240, Attention: Brad Davis (Facsimile: 317-595-2803).
13. Like-Kind Exchange. Purchaser acknowledges the desire of Seller to effect a like-kind exchange
of the Real Estate that qualifies under Section 1031 of the Code (the "Like-Kind Exchange"). Purchaser
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agrees to cooperate with Seller in effecting the Like-Kind Exchange; provided that: (a) Purchaser shall have
no obligation to assume any liability or incur any expense in connection with effecting the Like-Kind Exchange;
and (b) neither the Closing nor the obligations of Seller under this Grant shall be conditioned or contingent
upon Seller effecting the Like-Kind Exchange.
14. Miscellaneous Provisions.
(a) Memorandum of Option. Neither Purchaser nor Seller shall record this Grant;
provided that, upon the written request of Purchaser, Seller shall execute a recordable
memorandum of option that contains such terms and conditions of this Grant as Purchaser
may request.
(b) Relationship of Parties. Nothing contained in this Grant shall be deemed to create
between Seller and Purchaser the relationship of principal and agent, partnership, joint
venture, landlord and tenant, or any other relationship.
(c) Successors and Assigns. This Grant shall be binding upon, and shall inure to the
benefit of, Seller and Purchaser, respectively, and their respective successors and assigns.
Purchaser shall have the right to assign this Grant and all of its rights and obligations
hereunder at any time to the City or any other municipal agency of the City, and all
references to Purchaser hereunder shall be deemed to apply to Purchaser and its
successors and assigns.
(d) Execution Authority. Seller represents and warrants to Purchaser that: (i) the
undersigned person executing this Grant owns the Real Estate in fee simple;(ii)such person
has full capacity, power, and authority to execute, deliver and perform the obligations of
Seller under this Grant; and (iii)this Grant is the legal,valid, and binding obligation of Seller,
enforceable in accordance with its terms and conditions.
(e) Survival Provisions. All representations and warranties of Seller under this Grant
shall survive the Closing. Seller and its successors and assigns shall indemnify and hold
harmless Purchaser from and against any and all claims, judgments, liabilities, costs,
expenses and damages (including, without limitation, reasonable attorneys fees and court
costs) resulting from any breach by Seller of such representations or warranties.
(f) Complete Agreement. This Grant is the final expression of the complete and
exclusive agreement between Seller and Purchaser. No agreement by and between Seller
and Purchaser to modify or amend this Grant shall be binding and enforceable, unless all
terms and conditions of the modification or amendment are set forth in writing and signed by
Seller and Purchaser.
(g) Governing Law. The terms and conditions of this Grant shall be governed by, and
construed in accordance with, the laws of the State of Indiana. The Section captions shall
not be considered in any way to affect the interpretation of this Grant.
(h) Severability. The invalidity or unenforceability of any term or condition of this Grant
shall have no effect on the validity of the other terms and conditions, and this Grant shall be
construed in all respects as if such invalid or unenforceable term or condition had not been
contained in this Grant.
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(i) Brokers. Seller and Purchaser represent and warrant that: (i) they have not dealt
with any broker in connection with this transaction; and (ii) no fee, commission, or similar
compensation shall be payable by Seller or Purchaser to any broker, person, or entity as a
result of any agreement or action by the other party.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Grant of Option to
Purchase Real Estate as of the Effective Date.
SELLER:
WLB ASSOCIATES, INC:
By:
Printed: '• �iG = ' f.-c c_
Title: ,/ s J
PURCHASER:
KDAVIS • OME C
Printed: - • # 4 Ot—S.
dr Title: 1 � C Q IN
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ACKNOWLEDGMENTS
STATE OF INDIANA )
) SS:
COUNTY OF )
Before me, a Notary, Public in and for the State of Indiana, personally appeared
v-ku 11P Q)'Vr ciciq , the 'P\-SIdE(l+" of WLB Associates, Inc., who acknowledged the
executidn of the fore' oing Grant of Option to Purchase Real Estate on behalf of such entity.
WITNESS my han �0i al this) day of Novem}be�r„1999.
...° 10/1 (dri- -t-
Notary Publiic�/a r . t ,
nted Name: CAlL) '(I 1 ,At ,1
I am a resident of 4000 County, Indiana.
My commission expires N'43 0 1 .
STATE OF INDIANA )
SS:
COUNTY OF t-ko1;on )
Before me, a Notary Public in and for the State of Indiana, personally appeared
Blackly c. -Dov;s , the V; 16)reSj'do'\-t- of Davis Homes, LLC, who acknowledged the
executiol/of the foregoing Grant of Option to Purchase Real Estate on behalf of such entity.
WITNESS my hand and Notarial Seal this?day of November, 1999.
By:
Notar}vPublic
Printed Name: L
I am a resident of It\G►h.;,k -o,■ County, Indiana.
My commission expires L42(! eo
This instrument prepared by Jennifer R. Shoup, Attorney-at-Law, Wallack, Somers & Haas, One Indiana
Square, Suite 1500, Indianapolis, Indiana 46204.
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Lit
Lots numbered 1, 14, part of Lots Numbered 2 and 13 and the firat alley South of Main Street
which extends between 2 Avenue S. W. and the railroad (now vacated by an order recorded
April 30, 1976, in Miscellaneous Record 145, page 595, in the Office of the Recorder of
Hamilton County, Indiana) in Ira Mendeahall's Addition to Bethlehem (now Cannel, Indiana)
the plat of which is recorded in Deed Record 23, page 81, in the Office of the Recorder of
Hamilton County,Indiana,more particularly described as follows:
Beginning at the northeast comes of Lot Numbered 1 in Ira Mende nhall's Addition to Bethlehem
(now Cannel,Indiana);thence South on the East line of Lot 1,the Southerly prolongation thereof
and the East line of Lot Numbered 14 a distance of 279 fed to the Southeast comer of said Lot
14; thence Westerly on the South line of said Lot 14 and the South line of Lot 13 a distance of
127.3 feet to a point that is 21.00 feet East of the centerline of the main track of the Mahon
Railroad;thence North parallel with said centerline 279 feet to the North line of Lot 2 in said Ira
Mende:nhall's Addition;thence Easterly on said North line and the North line of Lot 1 aforesaid a
distance of 131.0 feet to the beginning point.