6.B.(5) Real Estate Purcahse and Site Work Agreement

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REAL ESTATE PURCHASE AND SITE WORK AGREEMENT THIS REAL ESTATE PURCHASE AND SITE WORK AGREEMENT (this "Agreement") is made and entered into this day of March, 2009 (the "Effective Date"), by and among the CrrY oI SOUTH BEND, INDIANA with offices at 1400 County-City Building, South Bend, Indiana 46601 (the "City"), the SOUTH BEND REDEVELOPMENT COMMISSION with off ces at 1200 County-City Building, South Bend, Indiana 46601 (the "Commission," and together with the City, the "Public Entities") and THE 1100 CORPORATION, an Indiana corporation with offices at 1100 Prairie Avenue, South Bend, Indiana 46601 (the "Company") or its assigns. BACICGROUN D A. The Commission is the governing body of the City of South Bend Department of Redevelopment ("Department") and exists and operates under the provisions of IND. COD£; ~ 36- 7-14-1 et seg., commonly known as the "Redevelopment of Cities and Towns Act of 1953" as amended from time to time ("Act"); and B Pursuant to the Act, the Commission has the power to acquire by purchase and/or exchange and/or other means, interests in real property needed for the redevelopment of areas needing redevelopment located within the corporate boundaries of the City in order to promote land use to serve the best interests of the City and its residents; and C. Company owns certain real estate and improvements located thereon generally known as 1 l00 Prairie Avenue, South Bend, Indiana and legally described on Exhibit A attached hereto (the "Prairie Avenue Site"}, which Company leases to Underground Pipe & Valve Incorporated, an Indiana corporation ("UPV"); and D. The City, through the Commission, desires to (i) acquire and redevelop the Prairie Avenue Site (along with other property) in a manner that will reduce blight, promote responsible land use and development and serve the best interests of the City and its residents, and (ii) facilitate the relocation of UPV and its business operations to a site in a redevelopment area known as the Oliver Industrial Park; and E. Public Entities desire to purchase from Company and Company desires to sell to Public Entities, the Prairie Avenue Site all in accordance with and subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Public Entities agree as follows: 1. Purchase and Sale of Prairie Avenue Site. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, Company agrees to sell, convey, assign and transfer to Commission and Commission agrees to purchase from Company, the Prairie Avenue Site including any and all structures, improvements and immovable fixtures thereon and all rights of way, easements, appurtenances, roads, streets and all shrubs, plants and trees located on such property which are not removed when UPV vacates the Prairie Avenue Site. At Closing (as defined below), Company shall convey the Prairie Avenue Site to Commission by Special REAL 1iSTATE PURCHASE AND SITE WORK AGREEMENT PAGL 1