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HomeMy WebLinkAbout6. E (3) Main and Western Disposition parcellr ~ ~~~ ~U~e e, W -\~~`n/ /~~ _ - , Community & Economic Development y~~°,, • ~.~5 1200 County-City Building, 227 West Jefferson, South Bend, Indiana 46601-1830 Phone 574/235-9371 Fax 574/235-9021 To: Redevelopment Commission n~ / From: Bill Schalliol, Economic Development Planner ~{4l,/(~(~( Subject: Purchase Option Agreement -Main and Western Disposition Parcel Date: February 17, 2010 Attached to this memorandum is a Purchase Option Agreement for the Main and Western Disposition Parcel located at the southeast corner of the intersection of Main and Western. On December 3, 2010, the Commission completed its disposition process for this parcel and no conforming purchase bids were received for the property. The offering price for the parcel, based upon the average of two appraisals, was $80,825.00 for .78 acres. Over the last thirty days, staff has been negotiating with Main at Western Ventures, LLC, concerning the purchase of the Main and Western Disposition Parcel to their LLC. After much coordination, the attached Purchase Option agreement attached is the final form of agreement between the parties. The option agreement is for an exclusive purchase agreement for a period from February 23, 2011, to February 29, 2012. The proposed option period will allow the Main at Western Ventures, LLC time to present the development site to national retailers to allow for commercial development on the site. The option price for the site is proposed at Ten Thousand Dollars ($10,000.00) and the funds will be held in escrow by Meridian Title until time of closing or the expiration of the option period at which time the funds would be returned to the LLC. Department staff have been working for many years to assemble, clear, and prepare this site for redevelopment. Development on this parcel will complement the many other developments happening along the Western Avenue corridor including the following: - improvements at Coveleski Stadium with a new main entrance connecting the park to the corner of Lafayette and Western - site improvements at William and Western including the recent demolition of the Fred's Transmission site and proposed site improvements to the former Harmon Glass and Richey's Radiator properties - renovation and reuse of the commercial properties on the southeast corner of Taylor and Western by the Granger Community Church - building and site improvements to the South Bend Housing Authority properties - construction of the Kroc Center at Chapin and Western - new intersection construction at Walnut and Western This option proposal presents the Commission with an opportunity to sell a key parcel at a highly trafficked downtown crossroad to a highly qualified developer and development team proposing to bring a national retail use to the central business district. With the structure of this agreement, all parties have high opportunity for reward with minimal risk exposure. Staff recommends approval of this Purchase Option Agreement with Main at Western Ventures, LLC. What We Do Today Makes A Difference! PURCHASE OPTION AGREEMENT By and Between South Bend Redevelopment Commission Main at Western Ventures, LLC, an Indiana limited liability company (400 - 428 South Main) February 22, 2011 THIS PURCHASE OPTION AGREEMENT, dated as of the day of February, 2011, is made and entered into between the South Bend Redevelopment Commission, for and on behalf of the City of South Bend, Department of Redevelopment (the "City") and Main at Western Ventures, LLC, an Indiana limited liability company (the "Company"'). WITNESSETH: WHEREAS, the City is the owner of record of land located in the South Bend Central Development Area commonly known as 400 - 428 South Main Street, South Bend, Indiana and more particularly described at Exhibit A (the "Property''); and WHEREAS, the City has completed the disposition process under IC 36-7-14-22 and desires to sell the Property to the Company; and WHEREAS, the Company desires to acquire an option to purchase the Property as set forth herein. NOW, THEREFORE, the Parties hereby agree and represent as follows: 1. The City gives to the Company the exclusive option (the `'Option") to purchase the Property for the price of Ten Thousand Dollars ($10,000.00). In the event that the Company exercises this Option, the Company shall deposit Ten Thousand Dollars ($10,000.00) with Meridian Title Corporation to be held in escrow pending closing (the "Option Deposit"). Option Deposit shall be applied towards the purchase price of the Property. The Company shall have the right to exercise this Option during a period of time beginning at 9:00 a.m. on February 23, 2011, and lasting until 5:00 p.m. on February 29, 2012. The Company shall exercise this Option by giving written notice by certified mail (the "Notice to Purchase") to the City at the address indicated herein below. The date that the City receives this notice shall be known as the "Effective Date." It is understood and agreed that tune is of essence as to the payment of the purchase price under this provision. If the Company does not exercise the terms of this Option by the ending date as specified above, then the right and option set forth herein shall immediately terminate. 2. Subject to the Company exercising this Option, the City and the Company hereby agree that the City shall sell and the Company shall buy the Property upon the following terms and conditions. The City fully agrees and acknowledges that the consideration given by the Company constitutes legal, adequate, and valuable consideration for the purposes of this Agreement. 3. The ``Commencement Date' shall be the date that the last of the parties to this Agreement signs and executes below. The obligations of the Parties under this Purchase Option Agreement begin on the Commencement Date. The "Effective Date" is the date that the City receives notice from the Company that the Company is exercising its Option under this Agreement. 4. Subject to the Company exercising this Option, the City hereby agrees to sell the Property to the Company for Ten Thousand and 00/100 Dollars ($10,000.00) (the ``Purchase Price"). The obligations of the Company to close this transaction are subject to the Company having given Notice to Purchase. 5. The City and the Company shall close the transaction at Meridian Title Company, South Bend, Indiana 46601 (the "Title Company'') on a date (the "Closing Date") that is no later than thirty (30) days of the date the Company gives its Notice to Purchase or on such date and time or at such place as mutually agreed upon by the parties. At closing, the City shall provide a title policy from the Title Company insuring title to the Property to the Company in the amount of the Purchase Price. Other than the costs associated with the title policy or each party's respective attorney's fees, the parties shall bear those closing costs normally associated with a seller or buyer as applicable, which shall be evidenced by a Closing Statement prepared by the Title Company and signed by the parties hereto or their respective representatives at closing. The Company shall be responsible for recording costs. The parties each represent that no real estate commissions are due and owing to any party with respect to this transaction. 6. At closing, the City shall deliver to the Company a duly executed quit claim deed in the form attached hereto as Exhibit B providing for the conveyance of the Property free and clear of all liens, mortgages and encumbrances. If necessary, the sale proceeds shall be applied to satisfy any mortgages, encumbrances, or 2 taxes due and owing remaining on the Property as of the Closing Date. Any taxes accrued on the Property prior to closing shall be paid by the City at closing. 7. The City shall continue to own and use the Property until the Closing Date and hereby covenants that the City will not alter the condition of the Property, except as herein specifically allowed. 8. The Company intends to develop the Property as a site for a drug store operated by a national chain within two (2) years from the Date of Closing. If the Company fails to so use the Property, the Company shall transfer ownership of the Property to the City upon the City's demand so to do. 9. The City has provided a copy of the "no further action letter'" issued by the Indiana Department of Environmental Management (attached hereto as Exhibit C). The Company accepts the Property in its "as is/where is" condition. 10. The City acknowledges that the Company has conducted their own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that they may have to an appraisal or to contest or challenge the validity of compensation received under this Purchase Option Agreement. 11. All notices or other communications which are required or permitted under the terms of this Agreement shall be sufficient if delivered personally, by registered or certified mail, return receipt requested, or by generally recognized, prepaid, overnight air courier services, to the address and individual set forth below. All such notices to either party shall be deemed to have been provided (a) when delivered, if delivered personally, (b) three (3) days after mailed, if sent by registered or certified mail, or (c) the next business day, if sent by generally recognized, prepaid, overnight air courier services. City: Don Inks 12th Floor, County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 With a Copy to: City Attorney 14th Floor, County-City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 Company: Main at Western Ventures, LLC 3 c/o James A. Masters, Manager 211 West Washington Suite 1800 South Bend, Indiana 46601 With a Copy to: James A. Masters Nemeth, Feeney, Masters & Campiti, PC 211 West Washington Suite 1800 South Bend, Indiana 46601 12. This Purchase Option Agreement embodies the entire agreement between the parties and cannot be varied except by the written agreement of the parties. No representation, promise, or inducement not included in this Agreement shall be binding upon the parties hereto. 13. All the terms and conditions of this Purchase Option Agreement are hereby made binding on the successors and permitted assigns of both parties hereto. 14. This Purchase Option Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and venue for any action shall be St. Joseph County, Indiana. 15. This Purchase Option Agreement shall not be effective or binding until fully executed by the parties hereto. This Purchase Option Agreement may be executed in counterparts. 16. This Purchase Option Agreement will survive closing. 17. This Purchase Option Agreement may not be assigned by the Company to any other party without the express written consent of the City, which consent may be withheld for any reason at the sole discretion of the City. 18. If any provision of this Purchase Option Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Purchase Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 19. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the actions contemplated by this Purchase Option Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 4 20. This Purchase Option Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in the Purchase Option Agreement shall be construed against any signatory hereto. 21. Words of any gender used in this Purchase Option Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 22. The undersigned persons executing and delivering this Purchase Option Agreement on behalf of each of the parties respectively represent and certify that they are the duly authorized officers of each and have been fully empowered to execute and deliver this Purchase Option Agreement and that all necessary action has been taken and done. 23. The City shall assist the Company and/or a national drug store chain end-user to obtain a minimum five (5) year tax abatement for the land and improvements on said site. (remainder ofpage intentionally left blank) 5 CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ATTEST: Prime Name an Tit e South Bend Redevelopment Commission ignalt„'e Prime Name an Ti! e South Bend Redevelopment Commission MAIN at WESTERN VENTURES, LLC, an Indiana limited liability company James A. Masters, Its sole Manager 6 EXHIBIT A Legal Description of the Property Lot Lettered "B" as shown on the recorded Plat of Martins Addition to the City of South Bend First Replat recorded February 19, 2009 as Document Number 0904995 in the Office of the Recorder of St. Joseph County, Indiana. Common Address: 400 - 428 South Main Street, South Bend, Indiana Tax Key No. 18-3016-0586.01 7 EXHIBIT B Form of Quit Claim Deed RETURN TO: SOUTH BEND DEPARTMENT OF REDEVELOPMENT 1200 COUNTY-CITY BUILDING SOUTH BEND, IN 46601 AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. 18- QUIT CLAIM DEED THIS INDENTURE WITNESSETH, THAT the City of South Bend, Department of Redevelopment, acting by and through the South Bend Redevelopment Commission (the "Grantor") CONVEYS AND QUIT CLAIMS TO MAIN at WESTERN VENTURES, LLC, an Indiana limited liability company for and in consideration of one- dollar ($1.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, the following described real estate in St. Joseph County, Indiana, to- wit: Exhibit '`A" attached hereto and made a part hereof Grantor herein agrees to pay any real estate taxes and assessments levied or assessed against the above- designated real estate prior to the date of this deed. Grantor hereby conveys the above-described real estate free and clear of all leases, licenses, or other interests, both legal and equitable, and all encumbrances of any kind or character, subject to all highways and rights of way of record. This document shall constitute a conveyance of the above-described real estate in fee simple, and no reversionary rights whatsoever are intended to remain in the Grantor. The undersigned person(s) executing this Quit Claim Deed on behalf of the City of South Bend, Department of Redevelopment represent and certify that they are a current member of the South Bend Redevelopment Commission and have been fully empowered by a proper meeting and vote of the members of the South Bend Redevelopment Commission to execute and deliver this Quit Claim Deed and in doing so are not violating any other agreement for which either is a party; that the Grantor has full legal capacity to convey the real estate described and that all action necessary to complete this conveyance on its behalf has been duly taken. (Remainder ofpage intentionally left blank) 9 Dated this ATTEST: ignature Prime A'ame nn Iii e South Bend Redevelopment Commission STATE OF INDIANA ) SS: ST. JOSEPH COUNTY ) CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT ignatu~•e Printec Name cmr Trt e South Bend Redevelopment Commission Before me, the undersigned, a Notary Public for and in said County and State this day of 201 1, personally appeared and to me known to be the and of the South Bend Redevelopment Commission, act for and on behalf of the Grantor, and acknowledged execution of the foregoing Quit Claim Deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal. (SEAL) Commission expires: Notary Public Resident of County, I affirm, under the penalties for perjury, that I have taken reasonable care to react each Social Security number in this document, unless required by law. Lawrence J. Meteiver Prepared by Lawrence J. Meteiver, Assistant City Attorney, 1400 County-City Building, 227 W. Jefferson Blvd., South Bend, Indiana 4660], (574) 235-9294. day of , 2011. 10 EXHIBIT A To Quit Claim Deed Legal Description of the Property Lot Lettered "B" as shown on the recorded Plat of Martins Addition to the City of South Bend First Replat recorded February 19, 2009 as Document Number 0904995 in the Office of the Recorder of St. Joseph County, Indiana. Common Address: 400 - 428 South Main Street, South Bend, Indiana Tax Key No. 18-3016-0586.01 11 EXHIBIT C No Further Action Letter from 1DEM 12