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HomeMy WebLinkAboutNo. 2584 approving the execution of a purchase agreement for the transfer of real property from the SBRC to the SB Public Transportation Corp.• RESOLUTION NO. 2584 A RESOLUTION OF THE SOUTH BEND REDEVELOPMENT COMMISSION, APPROVING THE EXECUTION OF A PURCHASE AGREEMENT FOR THE TRANSFER OF REAL PROPERTY FROM THE SOUTH BEND REDEVELOPMENT COMMISSION TO THE SOUTH BEND PUBLIC TRANSPORTATION CORPORATION. WHEREAS, pursuant to I.C. 36- 7 -14 -3, the South Bend Redevelopment Commission ( "Commission") is the governing body of the City of South Bend Department of Redevelopment ( "City ") and, pursuant to I.C. 36 -7 -14 -12.2 and -19, may acquire and dispose of interests in property; and WHEREAS, pursuant to I.C. 36- 9 -4 -12, the South Bend Public Transportation Corporation ( "Transpo ") is a separate municipal corporation and, pursuant to I.C. 36- 9 -4 -30, Transpo, acting through its Board of Directors ( "Board "), may acquire interests in property; and WHEREAS, Transpo and the City, acting through the Commission, are parties to an agreement entitled "Contract for Purchase and Sale of Real Estate" (the "Agreement ") related to the acquisition of certain properties located at and commonly known as the South Bend Stamping Plant described as a part of the Northeast Quarter of Section 14, Township 37 North, Range 2 East in the City of South Bend, Indiana, containing 38.23 acres more or less ( "Property"); and 0 WHEREAS, a portion of the Property (approximately 20 acres) was intended to be the location of TRANSPO's new corporate and facilities campus (the "Operations Facility "); and WHEREAS, pursuant to the Agreement, Transpo provided to the City, acting through the Commission, an earnest money deposit of One Million Dollars ($1,000,000.00)(the "Earnest Money Deposit "; and WHEREAS, the City, acting through the Commission, has requested that Transpo locate the Operations Facility on property different from the Property (the "New Property"); and WHEREAS, Commission has determined that relocating the Operations Facility to the New Property is in the best interests of Transpo and the City; and WHEREAS, the Commission and Transpo have agreed to terminate the Agreement on the Property and return the Earnest Money Deposit to Transpo (the "Termination Agreement") and enter into a new purchase and sale agreement on the New Property (the "New Agreement ") related to the acquisition of the New Property for the Operations Facility containing 21.6 acres more or less, which, upon plat committee approval, shall be referred to as Lot 2 of the Transpo Minor Subdivision; and WHEREAS, Commission desires to complete the transfer of the New Property from the City to Transpo pursuant to the terms of the New Agreement; and WHEREAS, pursuant to Ind. Code § 36- 1 -11 -8, the City, by and through the Commission, and Transpo, by and through its governing body, may exchange or transfer property with one another upon terms and conditions agreed upon by the two (2) entities as evidenced by the adoption of substantially identical resolutions of each entity; and WHEREAS, Transpo has or will consider a substantially similar resolution approving the execution of the New Agreement. NOW, THEREFORE, BE IT RESOLVED by the South Bend Redevelopment Commission that: 1) Upon the execution of the Termination Agreement by Transpo and the City, acting through the • `J • Commission, the Commission shall execute the New Agreement, substantially in the form attached hereto as Exhibit A, to purchase the New Property. 2) The transfer of the New Property, as provided in the New Agreement, shall be, and hereby is, approved. 3) This Resolution shall be in full force and effect upon its adoption by the Commission and upon the adoption of a substantially similar resolution by the governing body of Transpo. 4) Don Inks or Jeff Gibney is authorized to execute on behalf of the Commission any documents necessary to carry out the intent of this Resolution. ADOPTED at a Regular Meeting of the South Bend Redevelopment Commission held on May 15, 2009 at 1308 County -City Building, 227 West Jefferson Blvd., South Bend, Indiana 46601. ATTE _ av� Signature David A. Varner, Vice President Printed Name and Title publicTransPA_RES.doc CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Signature Marcia I. Jones, President Printed Name and Title South Bend Redevelopment Commission C CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT is made and entered into by and between CITY OF SOUTH BEND, by its Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment ( "Seller ") and SOUTH BEND PUBLIC TRANSPORTATION CORPORATION, a municipal corporation existing under the laws of the State of Indiana ( "Purchaser "), for and in good consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. The Property. Seller hereby agrees to sell and Purchaser hereby agrees to purchase, upon the terms and conditions herein set forth, the tract of land, improvements thereon, easements used in connection therewith, property under streets and sidewalks owned by Seller, and appurtenances thereunto belonging, in the City of South Bend, Indiana, containing 21.6 acres more or less ( "Property"), which, upon plat committee approval, shall be referred to as Lot 2 of the Transpo Minor Subdivision, and is more particularly described in Exhibit A attached hereto and made a part hereof. 2. Purchase Price. Purchaser agrees to pay for the Property at Closing the sum of Six Hundred Forty-Eight Thousand Dollars ($648,000.00) (the "Purchase Price "). 3. Summary of Transaction. Purchaser and Seller are entering into this Agreement for the purchase and sale of the Property which shall include substantial site and infrastructure work by Seller. Seller shall clear all existing structures, complete environmental analysis and, if required, complete remediation, and make such provisions for infrastructure (street way, sewer, water, and utilities) necessary to support Purchaser's future relocation to the site, as more particularly described on attached Exhibit B attached hereto and made a part hereof (collectively, the "Site Work"). Through this Agreement and the Closing, Purchaser shall receive the value of 21.6 acres of fully remediated land. The commitment to perform the Site Work shall be deemed a representation and warranty of Seller which shall survive the Closing of the Property. 4. Date of Closing. The Closing of this purchase shall take place at the offices of Meridian Title Corporation, KeyBank Building, South Bend, Indiana or at such other place mutually agreeable to the parties within five (5) days after Purchaser approves the environmental assessments of the Property provided to Purchaser by Seller, but in no event later than June 18, 2009, or such other date as is agreed to in writing by the parties. 5. Obligations of Parties at Closing. At the Closing, the parties hereby shall satisfy and perform the following: A. Seller shall: (1) Deliver a Quit -Claim Deed conveying marketable title to the 10 Property to Purchaser, subject to those items which are set forth in this Agreement as to which Purchaser has agreed shall be part of the title which Purchaser accepts at the Closing, and also subject to all covenants, easements, restrictions and OPERATIONS FACILITY • agreements with the South Bend Department of Redevelopment including but not limited to the Airport Economic Development Area Plan and the lien of non- delinquent taxes, zoning ordinances and building codes. (2) Provide a fully insured Closing through the Title Company (as hereafter defined) at the expense of Purchaser and Seller who shall equally share the insured closing expense, at which Title Company shall markup and agree to insure marketable title in Purchaser subject only to Permitted Exceptions (as hereafter defined) effective as of the moment of Closing. Seller shall pay all title insurance premiums and charges with the exception of charges for any extended coverage which shall be paid by Purchaser. (3) Deliver to Purchaser possession of the Property, free and clear of all leases, tenancies, and occupancies, except those to which Purchaser has agreed the title may be subject. (4) Furnish evidence of its capacity and authority to sell the Property and close this transaction pursuant to a resolution passed and approved by the South Bend Redevelopment Commission. (5) Execute and deliver any other documents or instruments which may be necessary or reasonably required by Purchaser or the Title Company to complete the sale of the Property and close this transaction, and make any pre - construction and construction documents and plans available to Purchaser upon request. B. Purchaser shall: (1) Make payment to Seller of the Purchase Price according to the terms set forth at Paragraph 2 of this Agreement. (2) Furnish evidence of its capacity and authority to purchase the Property and close this transaction pursuant to a Resolution passed and approved by Transpo's Board of Directors. (3) Execute and deliver any other documents or instruments which may be necessary or reasonably required by Seller or the Title Company to complete the sale of the Property and close this transaction. 6. Risk of Loss. Risk of loss shall remain on Seller prior to Closing. 7. Conditions Precedent to Purchaser's Obligations. In addition to any other condition of or contingency set forth in this Agreement, Purchaser's obligations under this Agreement are subject to the following contingencies, which contingencies, if not satisfied or waived by Purchaser in writing at Closing, shall constitute grounds for Purchaser to terminate this Contract by its written notice to Seller. OPERATIONS FACILITY 0) • A. The commitment for issuance of a policy of title insurance meeting the requirements of Paragraph 8 of this Agreement. B. Seller shall not be in default under any of the terms and conditions contained in this Contract. 8, Title Insurance Policy. Seller shall deliver to Purchaser no later than thirty (30) days after execution of this Agreement, a commitment issued by Meridian Title Corporation (the "Title Company ") for the issuance of a policy of title insurance written on an ALTA form agreeing to insure marketable title in the Property in Purchaser or its assigns in the amount of the purchase price subject only to the general exceptions in the title insurance policy and those items listed in Paragraph 4(a) (i) of this Agreement ( "Permitted Exceptions"). All title insurance company premiums and charges _shall be paid by Seller, with the exception of charges for any extended coverage which shall be paid by Purchaser. In the event the commitment contains exceptions other than the Permitted Exceptions, Seller shall have thirty (30) days after the date of receipt of Purchaser's written notice identifying such exceptions to remove those exceptions or obtain Purchaser's consent to them. In the event such exception(s), (other than Permitted Exceptions), are not eliminated or Purchaser's consent to them obtained within thirty (30) days after Seller's receipt of the commitment, then this Agreement may, at Purchaser's option, be canceled by Purchaser's notice to Seller not later than five (5) days following the expiration of the thirty (30) day period. 9. Prorations at Closing. Real property taxes for 2009 payable 2010 shall be prorated as of the Closing Date, based upon the latest official tax rates and credits and using the most recent assessment of the Property, and Purchaser shall receive a credit at Closing for that portion of the proration attributable to the period prior to the Closing. If the tax bills for the 2008 payable 2009 have been distributed prior to the Closing, the Seller shall pay them prior to or at the Closing. Otherwise, the Seller shall provide the Purchaser a credit for those taxes at the Closing. 10. Environmental Matters Pertaining to the Property. A. Representations and Warranties. Seller represents and warrants to Purchaser, such representations and warranties to be true and correct on the date hereof and as of the Closing date, that: (1) To the best of its knowledge, there are no Environmental Defects on the Property except as may be outlined on Exhibit C attached hereto and made a part hereof; (2) No lien has been imposed on the Property by any governmental agency at the federal, state, or local level in connection with the presence on or off the Property of any Hazardous Substance; to (3) Seller has not: (a) entered into or been subject to any environmentally-related consent decree, compliance order or administrative order relating to the Property; (b) received any request for information, notice, demand OPERATIONS FACILITY 3 • • letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Defect relating to the Property; or (c) been subject to or threatened with any governmental or citizen enforcement action with respect to the Property; and (4) Seller shall assign to Purchaser at Closing any environmental indemnifications which it has previously received regarding the Property or any part thereof. 11. Condemnation or Destruction. If prior to the Closing of this transaction, all or any substantial part of the Property is condemned, damaged or destroyed, Purchaser shall have the option of either applying the proceeds of any condemnation award or insurance policies to reduce the total purchase price payable by Purchaser herein or terminating this Agreement by delivering written notice of termination pursuant to this paragraph to Seller within ten (10) days of the date Seller notifies Purchaser in writing of such condemnation, damages or destruction. 12. No Government Notices. Seller warrants that Seller has not received, or is aware of, any notification from any City, County, State or other governmental authority requiring any work to be done on or affecting the Property or expressing an intent to condemn or make special improvements for the benefit of the Property. Seller further warrants that in the event any such notice is received prior to Closing, Seller shall submit such notice to Purchaser for examination and approval. Should Purchaser fail to consent in writing to the action proposed by any such notice within thirty (30) days from the date Purchaser receives such notice, this Agreement may at Purchaser's option be canceled by Purchaser's written notice. 13. Assignment. Neither party shall have the right to assign this Agreement without the prior written consent of the other parry. 14. Additional Remedies. In the event of breach of this Agreement by Seller, Purchaser shall have the right for specific performance and such additional remedies as otherwise are allowed by law or equity. The non - breaching party shall, in addition to the above remedies, be entitled to recover from the breaching party its attorney fees, expenses and costs arising from such breach and incurred in enforcing this Agreement. 15. Broke=e Services. The parties represent and warrant to each other that neither of them has made any commitment or agreement with a real estate salesman or broker to pay any fee or commission as a result of this transaction, and each agrees to indemnify and hold the other harmless against any such fees or commissions to which it has agreed. 16. Miscellaneous. A. Time is of the essence of this Agreement. B. If any term or condition of this Agreement be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby. C. This Agreement and the exhibits attached hereto constitute the entire agreement of the parties hereto and, unless specified otherwise herein, no representation, OPERATIONS FACILITY 2 • inducement, promises or prior agreements, oral or written, between the parties or made by any agent on behalf of the parties or otherwise shall be of any force or effect. D. This Agreement shall be construed and interpreted under the laws of the State of Indiana. E. Purchaser and Seller shall at the time of Closing execute such other papers and documents as may be legally necessary or reasonably or customarily required in order to close this transaction. Purchaser may waive in writing any condition imposed on Seller in this Agreement without waiving any other condition or terminating this Agreement. F. The provisions of this Agreement shall not merge into the documentation from this transaction and shall survive and not merge into the Closing of this transaction and the execution and delivery of the deed pursuant hereto. G. Any notice hereunder must be in writing, and shall be deemed to have been given when deposited in the United States Mail, postage prepaid, overnight express mail, return receipt requested, addressed to the parties at the following addresses: South Bend Public Transportation Corporation Post Office Box 1437 is South Bend, Indiana 46624 Attention: General Manager w I Chairman, Board of Directors South Bend Public Transportation Corporation Post Office Box 1437 South Bend, Indiana 46624 (PURCHASER) With a copy to: Michael D. Hardy Barnes & Thornburg LLP 600 1s1 Source Bank Center 100 North Michigan Street South Bend, Indiana 46601 OPERATIONS FACILITY 5 City of South Bend South Bend Redevelopment Commission 1200 County -City Building 227 West Jefferson Blvd. South Bend, Indiana 46601 (SELLER) With a copy to: Richard A. Nussbaum, II Sopko, Nussbaum, Inabnit & Kaczmarek 210 South Michigan Street 5th Floor - Plaza Building Post Office Box 300 South Bend, Indiana 46624 • t t H. The provisions hereof shall inure to the benefit of and binding upon the parties hereto and their successors in interest. 1. Any addendum attached hereto shall be deemed a part hereof and shall supersede any conflicting terms or conditions contained in this Agreement. J. Seller agrees not to sell or agree to sell or transfer any portion of the Property as it exists on the date Purchaser presents this Agreement to Seller without Purchaser's consent, including but not limited to any personal property located on or useful to the Property. K. In addition to those costs and expenses allocated to and/or to be paid or assumed by Seller pursuant to this Agreement, Seller agrees to pay any other costs and expenses customarily paid by sellers. Purchaser agrees to pay those costs and expenses customarily paid by purchasers except those which are to be paid or assumed by Seller as specified in this Agreement. 17. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Agreement constituting an original contract. OPERATIONS FACILITY [SIGNATURE PAGE ATTACHED] 2 t M IN WITNESS WHEREOF, the undersigned executed and delivered this Contract For We of Property on the date set forth below the name of each. "PURCHASER" SOUTH BEND PUBLIC TRANSPORTATION CORPORATION By: Its: Dated: "SELLER" CITY OF SOUTH BEND, by its Redevelopment Commission By: Its: Dated: ATTEST: By: Its: Dated: SHDSD? MDH 3890880 OPERATIONS FACILITY F