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HomeMy WebLinkAbout5B2 Agreement to Buy And Sell Real Estate (620 W Marion St Acquisition)CITY OF SOUTHBEND REDEVELOPMENT COMMISSION Redevelopment Commission Agenda Item DATE: December 13, 2018 FROM: David Relos, Property Development Manager (�/' SUBJECT: 620 W. Marion St. acquisition Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington PURPOSE OF REQUEST: Last year a new Section 19.5 was added to the Redevelopment Statute. This Section allows the Commission to acquire property that is blighted, unsafe, abandoned, foreclosed, or structurally damaged from a willing seller. 620 W. Marion St. is an approximately 4,500 sf vacant lot in an area where the City owns five of eight lots. It went through the tax sale process in 2014. It is in a key target area of the West Side Main Streets Plan, at LWW / Marion / and Scott streets. Staff requests approval of the Agreement To Buy and Sell Real Estate for this property. EDIT funding approved for Community Investment will be used for the acquisition. INTERNAL USE ONLY: Project Code Total Amount new/change (inc/dec) in budget: ; Breakdown: Costs: Demolition Amt: Other Prof Sery Amt Acquisition of Land/Bldg (circle one) Amt: _$22,000. ; Street Const Amt Building Imp Amt ; Sewers Amt ; Other (specify) Amt: Going to BPW for Contracting? N Is this item ready to encumber now? _No_ Existing PO# Inc/Dec $ EXCELLENCE !ACCOUNTABILITY I INNOVATION INCLUSION j EMPOWERMENT 14005 County -City Building 1 227W. Jefferson Blvd. j South Bend, Indiana 46601; p 574.235.9371 f 574.235.90211 www.southbendin.gov AGREEMENT TO BUY AND SELL REAL ESTATE This Agreement To Buy And Sell Real Estate ("Agreement") is made by and between Madison Court Enterprises LLC, of 1099 Tyes Ferry Rd., Rockholds, Kentucky 40759 ("Seller") and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission of 1400 S., 227 W. Jefferson Blvd., South Bend Indiana 46601 ("Buyer") (each a "Party" and together the "Parties"). RECITALS A. Buyer exists and operates pursuant to the Redevelopment of Cities and Towns Act of 1953, as amended, being Indiana Code 36-7-14 (the "Act"). B. Pursuant to Section 19.5 of the Act, Buyer may acquire property that meets certain conditions from a willing seller without an appraisal (the "Acquisition Section"). C. In furtherance of its purposes under the Act, Buyer desires to purchase from Seller certain real property located in South Bend, Indiana (the "City"), and more particularly described in attached Exhibit A (the "Property"). D. Seller desire to sell the Property to the Buyer in accordance with the Acquisition Section and this Agreement. THEREFORE, in consideration of the mutual covenants and promises in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows: 1. PURCHASE AND SALE OBLIGATION Seller agrees to sell the Property to the Buyer upon the terms and conditions set forth herein. All the terns and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed by Buyer and Seller (the "Contract Date"). 2. PURCHASE PRICE The purchase price for the Property shall be Six Hundred Seventy -Five Dollars ($675.00) (the "Purchase Price"), payable by Buyer to Seller as described in Section 7 (the "Closing," the date of which is the "Closing Date"). 3. BUYER'S DUE DILIGENCE A. Investigation. Seller acknowledges that Buyer's determination to purchase the Property requires a process of investigation (Buyer's "Due Diligence") into various matters. Therefore, Buyer's obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer's discretion, of Buyer's Due Diligence, including, without limitation, Buyer's examination, at Buyer's sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Authorizations During Due Diligence Period. Seller authorizes Buyer, as of the Contract Date and continuing until the end of the Due Diligence Period (as defined below) to enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, that Buyer may not take any action upon the Property which reduces the value thereof; further provided, that Buyer shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify and hold Seller harmless, before and after the Closing Date whether or not a closing occurs and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by Seller, including without limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or Buyer's agents or representatives. C. Due Diligence Period. Buyer shall have a period of thirty (30) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the "Due Diligence Period"). D. Termination of Aaree«rient. If at any time within the Due Diligence Period, Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, Buyer may terminate this Agreement by written notice to Seller and with no liability to Buyer, except as set forth herein. 4. PRESERVATION OF TITLE AND CONDITION A. After the date Seller receives a copy of this Agreement as described in Section I, Seller shall not take any action or allow any action to be taken by others to cause the Property to become subject to any new interests, liens, restrictions, easements, covenants, reservations or other matters affecting Seller's title (such matters are referred to as "Encumbrances"). B. Seller hereby covenant that Seller will not alter the condition of the Property at any time after the date Seller receives a copy of this Agreement as described in Section 1. Further, Seller will not release any hazardous substances on or near the Property and will not otherwise collect or store hazardous substances or other materials, goods, refuse or debris at the Property. 5. TITLE COMMITMENT AND SURVEY Seller acknowledges that Buyer has obtained, at Buyer's sole expense, a commitment for an owner's policy of title insurance (the "Title Commitment"), which shall be updated to identify any encumbrances affecting the Property as of the Contract Date. Buyer, at its option, may obtain a survey of the Property, at its sole expense. The Property shall be conveyed to Buyer free of all encumbrances, including but not limited to mortgages, judgments, and taxes, unless otherwise waived in writing by Buyer. The Title Commitment will be issued by a title company selected by Buyer and reasonably acceptable to Seller (the `Title Company"). The Title Commitment shall: (1) Agree to insure good, marketable and indefeasible fee simple title to the Property in the name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a special warranty deed from the Seller to the Buyer. (2) Provide for issuance of a final ALTA owner's title insurance policy, with any endorsements requested by Buyer, subject only to any encumbrances waived by Buyer. Regardless of whether this transaction closes, Buyer shall be responsible for the title search charges, the cost of the Title Commitment and owner's policy. 6. SELLERSREPRESENTATIONS AND WARRANTIES The undersigned Seller represents and warrants to Buyer that Seller owns fee simple title to the Property and is fully empowered to sell the Property to Buyer under the terms and conditions stated in this Agreement. Additionally, Seller represents and warrants that it has disclosed to Buyer any nolifications from any local, state, or federal authority regarding environmental matters pertaining to the Property. 7. CLOSING A. Timis of Closing. If the Buyer does not terminate this Agreement due to a breach of this Agreement by Seller, or without cause during the Due Diligence Period, the transfer of title contemplated by this Agreement (the "Closing") shall be held at the office of the Title Company on a mutually agreeable date not later than thirty (30) days after the end of the Due Diligence Period, B. Closing Procedure (1) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Sellers delivery of a warranty deed, substantially in the form attached hereto as Exhibit B, conveying the Property to the Buyer, free and clear of all liens, encumbrances, judgments, title defects and exceptions, except those expressly waived by Buyer, and the Title Company's delivery of the Title Commitment to Buyer in accordance with Section 5 above. (2) The possession of the Property shall be delivered to the Buyer at Closing, in substantially the same condition as it exists on the Contract Date, ordinary wear and teat- and casualty excepted. 3 C. Conditions Precedent to Closing. Unless waived by the Parties before or at Closing, the following shall be a condition precedent to Closing: (1) Buyer shall have no obligation to complete the transaction contemplated in this Agreement unless Seller removes from the Property before the Closing Date all personal property, including all personal belongings, and any trash or refuse. D. Closing Costs. Buyer shall pay the Title Company's closing fee and all recordation costs associated with the transaction contemplated in this Agreement. E. Personal Proert . Any personal property remaining at the Property after Closing will be deemed to be abandoned by the Seller, and Buyer, in its sole discretion, may choose to exercise possession of and control over any such personal property. F. Seller's Due Diligence. Seller acknowledges that Seller has conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Seller may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement. 8. ACCEPTANCE OF PROPERTY "AS -IS" Except as otherwise set forth herein, Buyer agrees to purchase the Property "as -is, where - is" and without any representations or warranties by Seller as to the condition of the property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement shall be construed to constitute such a representation or warranty as to condition or fitness. 9. TAXES Seller will pay all real property taxes accrued as of the Closing Date. Buyer will have no liability for any amount of real property taxes on the Property as of the Closing Date. 10. COMMISSIONS The Parties acknowledge that neither Buyer nor Seller are represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to indemnify and hold one another harmless from any claim for commissions in connection with the transaction contemplated in this Agreement. 11. APPLICABLE LAW; JURISDICTION This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana. 4 12. NOTICES All notices required or allowed by this Agreement, before or after Closing, shall be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to Seller, or to Buyer in care of Buyer's Representative (with a copy to South Bend Legal Department, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, 1N 46601, Attn: Corporation Counsel) at the respective addresses stated in Section 1 above. Either Party may, by written notice, modify the address for future notices to such Party. 13. ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, or agreements between Seller and Buyer concerning the transaction contemplated in this Agreement, whether written or oral. 14. COUNTERPARTS; SIGNATURES This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Facsimile signatures will be regarded as original signatures. 15. AUTHORITY TO EXECUTE The undersigned persons executing and delivering this Agreement on behalf of the Parties represent and certify that they. are the duly authorized representatives of their respective Party and have been fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. 16. ACKNOWLEDGMENT OF UNDERSTANDING The Parties negotiated this Agreement at arms' length, and each Party has had an opportunity to consult with legal counsel. Each Party hereby acknowledges and affirms that it understands and is Willing to be bound Iry the terms of this Aueernent. [Signature Page Follows] IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the (D day of December 2018. BUYER: City of South Bend, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission By: Marcia I. Jones, President ATTEST: By: Donald E. Inks, Secretary SELLER: Madison Court Enterprises LLC aa,74 fq 14 Charles A. Harris Managing Member EXHIBIT A Description of Property Lot Numbered 7 in Smith and Jackson's Subdivision of Lots Numbered 7, 8, 9, 12, 13, 14 and 15 in Kent and Garrison's Subdivision of Out Lot No. 1 in Henricks and Grant's Addition to the Town, now City of South Bend, as per plat thereof recorded October 14, 1909 in Plat Book 9, page 112 in the Office of the Recorder of Saint Joseph County, Indiana. Commonly known as 620 Marion Street, South Bend, Indiana 46601 Parcel Key No. 018-1055-2354