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HomeMy WebLinkAbout6B (2)• r a n U yov dE ,� 1,Iri mo Community & Economic Development IKS 1200 County -City Building, 227 West Jefferson, South Bend, Indiana 46601 -1830 Phone 574/235 -9371 Fax 574/235 -9021 To: Redevelopment Commission From: Ann Kolata, Senior Redevelopment Specialist David Relos, Economic Development Planner Subject: Purchase Agreement with Hamilton Body Shop and Richard C. Hamilton Date: May 24, 2012 Attached is a Purchase Agreement to acquire Hamilton Body Shop properties at 802 S. Lafayette, 910 S. Lafayette and 917 S. Lafayette as identified on the attached map. The Redevelopment Commission has been interested in purchasing these properties for approximately 20 — 25 years because of their strategic location in the redevelopment of the former Studebaker Corridor and, now, Ignition Park and the Renaissance District Project. The properties are owned by either Hamilton Body Shop Inc. or Richard C. Hamilton. There are three properties in the vicinity of the intersection of Lafayette and Sample. The main property is the Body Shop on the west side of Lafayette at 917 W. Lafayette. The towing portion of the business is at 910 S. Lafayette on the east side of the street. The third property is an auto storage lot at 802 S. Lafayette, on the east side of the street just north of Sample. The property at 802 S. Lafayette is needed for the power sub - station for the Renaissance District Project by August 1, 2012. The properties at 910 and 917. S. Lafayette are located in the Ignition Park planning area and long- term plans call for their acquisition and relocation. Mr. and Mrs. Hamilton are now interested in selling all of these properties to the Redevelopment Commission. The Purchase Agreement outlines the terms that have been negotiated over the past two months. Purchase and Relocation of 802 and 910 S. Lafavette Purchase price of $120,000 Administrative Settlement of $140,000 Moving Costs $25,000 Re- establishment Costs $25,000 Total of $310,000 — payable all at time of closing Closing to take place by 6/30/12 802 S. Lafayette to be vacated by 7/31/12 910 S. Lafayette to be vacated by 3/31/13 Purchase of 917 S. Lafayette Purchase price of $200,000 Administrative Settlement $150,000 Closing to take place by 3/31/13 Date of possession 6/30/14 Total of $350,000 (Purchase Price and Administrative Settlement) payable at closing Relocation of 917 S. Lafayette Moving costs of $90,000 Re- establishment costs of $200,000 Total of $290,000 (moving & re- establishment) payable by 6/30/14 917 S. Lafayette to be vacated by 6/30/14 Grand total = $950,000 The staff recommends approval of this Purchase Agreement. It provides for the immediate purchase of the property needed for the timely construction of the sub - station for the Renaissance District Project and allows time for Mr. and Mrs. Hamilton to secure new locations for their body shop and towing operations. Hamilton Bodv Shop & Towina Properties NINE-so 917 S Lafayette ■— �■ 910 S Lafayette PURCHASE AGREEMENT By and Between South Bend Redevelopment Commission Richard C. Hamilton and Hamilton Body Shop, Inc. May 31, 2012 THIS PURCHASE AGREEMENT, dated as of the day of May, 2012, 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 Richard C. Hamilton ( "Hamilton ") and Hamilton Body Shop, Inc. ( "Hamilton Body Shop ") (collectively, the "Owner "). RECITALS WHEREAS, the City desires to acquire various parcels of real property, including all improvements thereon, currently owned by Hamilton or Hamilton Body Shop for the redevelopment purposes of the City, which parcels are more particularly identified in the map attached as Exhibit A and titled "Hamilton Body Shop and Towing Properties" and itemized in Exhibit B (the "Property "); and WHEREAS, the Property is within the boundaries of the City, the South Bend Redevelopment District, and Airport Economic Development Area; and WHEREAS, the City has completed its acquisition procedures for the Property and has appropriated funds for the purchase of the Property; and WHEREAS, Hamilton desires to sell to the City that portion of the Property owned by Hamilton (the "Hamilton Properties "); and WHEREAS, Hamilton Body Shop desires to sell to the City that portion of the Property owned by Hamilton Body Shop (the "Hamilton Body Shop Properties "); and WHEREAS, the City has presented the Owner with an initial purchase offer for the average of the two (2) appraisals obtained by the City for the Property, and the Owner rejected said offer; and 1 WHEREAS, the Owner has provided the City with a counteroffer of $320,000.00together with an administrative settlement of $290,000.00 and relocation costs; and WHEREAS, the City desires to accept the Owner's counteroffer and the parties desire to complete the transaction pursuant to the terms and conditions set forth in this Agreement; NOW, THEREFORE, the Parties hereby agree and represent as follows: 1. The Owner hereby agrees to sell the Property to the City for Three Hundred Twenty Thousand and 00 /100 Dollars ($320,000.00) together with an administrative settlement of Two Hundred Ninety Thousand and 00 /100 Dollars ($290,000.00)(the "Purchase Price ") and relocation costs, subject to the following terms: a. The City and the Owner shall close the transaction involving the parcels located at 802 S. Lafayette and 910 S. Lafayette( "Transaction 1 Parcels ") on or before June 30, 2012 ( "Closing Date 1 ") at Meridian Title Company, South Bend, Indiana 46601 (the "Title Company ") or on such date and time or at such place as mutually agreed upon by the parties. The City will pay to Owner Two Hundred Sixty Thousand and 00 /100 Dollars ($260,000.00) of the Purchase Price on Closing Date 1, together with relocation and reestablishment costs of Fifty Thousand and 00 /100 Dollars ($50,000.00). b. The City and Owner shall close the transaction involving the parcel located at 917 S. Lafayette ( "Transaction 2 Parcels ") on or before March 31, 2013 ( "Closing Date 2 ") at the Title Company or on such date and time or at such place as mutually agreed upon by the parties. The City will pay an additional Three Hundred Fifty Thousand and 00 /100 Dollars ($350,000.00) to Owner on Closing Date 2. The City will pay the relocation and reestablishment costs of Two Hundred Ninety Thousand and 00 /100 Dollars ($290,000.00) on or before June 30, 2014 at 0% interest. The City shall be entitled to pay any sums due herein on a date earlier than such payment would normally be due without any additional cost or penalty to the City. C. The Owner shall continue to own the relevant portions of the Property until Closing Date 1 and Closing Date 2, respectively, and hereby covenants that the Owner will not alter the condition of the Property, except as herein specifically allowed. The City shall be entitled to possession of the parcels 2 located at 802 S. Lafayette on July 31, 2012, the parcels located at 910 S. Lafayette on March 31, 2013 and the parcels located at 917 S. Lafayette on June 30, 2014. Additionally, the Owner may not release any substances, hazardous or otherwise on or near the Property, or accumulate any other materials, goods, refuse or debris on or near the Property. If the Owner takes any action in violation of this subsection (b), at closing the City may withhold a portion of the Purchase Price to pay for any repairs or clean up necessary to restore the Property to its condition as of the date of this Agreement. e. At each respective closing, the Owner shall deliver to the City a limited warranty deed in the form attached hereto as Exhibit C providing for the conveyance of the Property subject to that Closing free and clear of all liens, mortgages and encumbrances. If necessary, the sale proceeds shall be applied to satisfy any mortgages, encumbrances, or taxes due and owing remaining on the relevant Property as of each Closing Date. All taxes accrued on the relevant Property prior to each closing shall be paid by the owner at such Closing Date. 2. The City shall be responsible for the recording costs and any other similar closing costs. 3. The parties each represent that no real estate commissions are due and owing to any party with respect to this transaction. 4. The Parties acknowledge that the conveyance of the Property shall be to the City "AS IS - WHERE IS" without any warranties, express or implied, except as to merchantability of title, which Owner shall warrant as good. 5. The Owner acknowledges that the Owner 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 Agreement. 6. City acknowledges that it has conducted its own due diligence and acknowledges that the condition of the Property is acceptable. City hereby waives any right it may have to conduct surveys or inspections (including environmental assessments) of the Property or to challenge this Agreement or the consideration paid on the basis of facts or information that might have been disclosed in further surveys or inspections of the Property. 3 7. This Purchase 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. 8. All the terms and conditions of this Purchase Agreement are hereby made binding on the successors and permitted assigns of both parties hereto. 9. City warrants and represents to Owner that it has followed all proper and necessary acquisition and appropriation procedures related to the transactions embodied in this Purchase Agreement and hereby promises to defend, indemnify, and hold harmless Owner against any claims or demands asserted by any third party related to the acts or omissions of City in connection with this Purchase Agreement and the transactions described in it. 10. This Purchase 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. 11. This Purchase Agreement shall not be effective or binding until fully executed by the parties hereto. This Purchase Agreement may be executed in counterparts. 12. This Purchase Agreement will survive closing. 13. If any provision of this Purchase Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Purchase Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 14. 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 Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 15. This Purchase 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 Agreement shall be construed against any signatory hereto. M 16. Words of any gender used in this Purchase 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. 17. The undersigned persons executing and delivering this Purchase Agreement on behalf of each of the parties respectively represent and certify that they are duly authorized and are fully empowered to execute and deliver this Purchase Agreement and that all necessary action has been taken and done. (remainder of page intentionally left blank) 5 ATTEST: Signature Printed ame and Title South Bend Redevelopment Commission "CITY" CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Signature Printed Name and Title South Bend Redevelopment Commission "OWNER" Richard C. Hamilton Hamilton Body Shop, Inc. Title: lei EXHIBIT A "Hamilton Body Shop & Towing Properties" PXNTRiT R Itemization of the Property Richard C. Hamilton 018- 8001 -0002 910 S. Lafayette Hamilton Body Shop, Inc. 018 - 8001- 000201 910 S. Lafayette Richard C. Hamilton 018- 3042 -1610 802 S. Lafayette Richard C. Hamilton 018 - 3042 -1609 802 S. Lafayette Richard C. Hamilton 018 - 3042 -1608 802 S. Lafayette Richard C. Hamilton 018 - 3042 -1607 802 S. Lafayette Hamilton Body Shop, Inc. 018- 8002 -0094 917 S. Lafayette Richard C. Hamilton 018 - 8002 -0096 917 S. Lafayette Richard C. Hamilton 018 - 8002 -0097 917 S. Lafayette Richard C. Hamilton 018 - 8002 -0098 917 S. Lafayette Richard C. Hamilton, 018- 8002 -0099 917 S. Lafayette EXHIBIT C Forms of Limited Warrant