HomeMy WebLinkAbout5A2 Purchase Agreement (431 N Allen St)CITY OF SOUTHBEND
REDEVELOPMENT COMMISSION
Redevelopment Commission Agenda Item
DATE: April 25, 2019
FROM: David Relos, Property Development Manager
SUBJECT: Agreement to Buy and Sell Real Estate (431 N. Allen St.)
Which TIF? (circle one) River West; River East; South Side; Douglas Road; West Washington
PURPOSE OF REQUEST:
Resolution No. 3483, approved by the Commission on April 25, 2019, declared this
property to be blighted, unsafe, abandoned, foreclosed, or structurally damaged. The
City currently owns the lots on each side of this property, and the purchase of this lot for
$1,000 allows the consolidation of these lots.
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: N/A
Total Amount new/change (inc/dec) in budget: ; Breakdown:
Costs: Demolition Amt: ; Other Prof Sery Amt
Acquisition of Land/Bldg (circle one) Amt: 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! INNOVATION INCLUSION i EMPOWERMENT
14005 County -City Building 227 W. Jefferson Blvd. 1 South Bend, Indiana 46601 p574.235.9371 f 574.235.9021 www.southbendin.gov
AGREEMENT TO BUY AND SELL REAL ESTATE
This Agreement To Buy And Sell Real Estate ("Agreement") is made by and
between Camry Investments LLC, of PO Box 3400, San Clemente, California 92674
("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 terms 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 One Thousand Dollars ($1,000.00) (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 Dili ence 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 A Bement. 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 1, 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
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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 Bleed 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 notifications from any local, state, or federal authority
regarding environmental matters pertaining to the Property.
7. CLOSING
A. Timingof f 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 tear and casualty excepted.
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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 Property- 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.
4. TAXES
Seller will pay all real property takes 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 Boyer 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.
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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, IN 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 willin to be bound by the terms of this
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be
effective as of the 25' day of April 2019.
BUYER:
City of South Bend, Department of
Redevelopment, by and through its
governing body, the South Bend
Redevelopment Commission
Marcia I. Jones, President
ATTEST:
wl
Quentin Phillips, Secretary
n
SELLER:
Carnry Investments LLC
Greg Seifert
Managing Member
EXHIBIT_ A
Description of Property
Part of Lots Numbered 29 and 30 in Bimer Place Addition to the City of South Bend, as
per plat thereof recorded August 20, 1907 in Plat Book 9, page 76 in the Office of the
Recorder of St. Joseph County, Indiana, described as beginning at a point on the Easterly
line of said Lot 30, 34 feet and 8 inches Southerly from the Northeasterly corner of said
Lot 30; thence Westerly on a line parallel with Harvey Street, 76 feet to the Westerly line
of said Lot 29 at a point 34 feet and 8 inches Southerly from the Northwesterly corner of
said Lot 29; thence Southerly on said line, 34 feet and 8 inches; thence Easterly on a line
parallel with Harvey Street, 76 feet to the Easterly line of said Lot 30 at a point 34 feet
and 8 inches Southerly from the place of beginning; thence Northerly, 34 feet and 8
inches to the place of beginning.
Commonly known as 431 N. Allen Street, South Bend, Indiana 46616
Parcel Key No. 018-1032-1401
EXHIBIT B
Form of Warranty Deed
AUDITOR'S RECORD
TRANSFER NO.
TAKING UNIT
DATE
KEY NO. 0 18-1032-1401
WARRANTY DEED
THIS INDENTURE WITNESSETH, that Camry Investments LLC (the "Grantor")
CONVEYS AND WARRANTS to the Department of Redevelopment of the City of South Bend,
for the use and benefit of the Department of Redevelopment by and through its governing body,
the South Bend Redevelopment Commission, 1400 S. County -City Building, 227 W. Jefferson
Boulevard, South Bend, Indiana (the "Grantee"),
for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the following real estate, in St. Joseph
County, Indiana (the "Property"):
Part of Lots Numbered 29 and 30 in Birner Place Addition to the City of South Bend, as per plat
thereof recorded August 20, 1907 in Plat Book 9, page 76 in the Office of the Recorder of St.
Joseph County, Indiana, described as beginning at a point on the Easterly line of said Lot 30, 34
feet and 8 inches Southerly from the Northeasterly corner of said Lot 30; thence Westerly on a
line parallel with Harvey Street, 76 feet to the Westerly line of said Lot 29 at a point 34 feet and 8
inches Southerly from the Northwesterly corner of said Lot 29; thence Southerly on said line, 34
feet and 8 inches; thence Easterly on a line parallel with Harvey Street, 76 feet to the Easterly line
of said Lot 30 at a point 34 feet and 8 inches Southerly from the place of beginning; thence
Northerly, 34 feet and 8 inches to the place of beginning.
Commonly known as 431 N. Allen Street, South Bend, Indiana
46616
Parcel Key No. 018-1032-1401
The Grantor hereby conveys the Property in fee simple to the Grantee free and clear of all leases,
licenses, mortgages, or other encumbrances of any kind or character but subject to all easements,
highways, and other matters of record.
Signature Page Follows
GRANTOR:
Camry Investments LLC
Greg Seifert, Managing Member
STATE OF KENTUCKY )
) SS:
COUNTY)
Before me, the undersigned, a Notary Public, in and for said County and State, personally
appeared Greg Seifert, the duly authorized Managing Member of Grantor, and acknowledged the
execution of the foregoing Warranty Deed as his true act and deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the day of , 201
My Commission Expires:
Notary Public
Residing in County, California
I affirm, under the penalties for perjury, that 1 have taken reasonable care to redact each Social Security number in this document,
unless required by law_ Sandra L. Kennedy.
This instrument was prepared by Sandra L. Kennedy, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd.,
South Send, Indiana 46601.
IN