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HomeMy WebLinkAbout5A1 Agreement To Buy and Sell Real Estate (1205 and 1215 W Colfax)AGREEMENT TO BUY AND SELL REAL ESTATE This Agreement To Buy And Sell Real Estate ("Agreement") is made by and between Holiness Church of God, Inc. of 1318 Lincoln Way West, South Bend, Indiana 46628 ("Seller") and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission of Ste. 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 desires 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 Two Thousand Eight Hundred Dollars ($2,800.00), less property taxes due and owing on the Property, which the Parties believe to be in the amount of Two Thousand Three Hundred Forty -Seven and 18/100 Dollars ($2,347.18), and which the Buyer will pay directly, with the remaining balance, which the Parties believe to be Four Hundred Fifty -Two and 82/100 Dollars ($452.82), paid to the Seller (the "Purchase Price"), payable by Buyer to Seller as described in Section 7 (the "Closing," the date of which is the "Closing Date"). 1 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 with regard to this Agreement. 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"). Buyer, in its sole discretion, may waive all or any portion of the Due Diligence Period and close the transaction as set forth in Section 7. D. Termination of Agreement. 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 covenants 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. 2 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. SELLERS REPRESENTATIONS 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. Timing 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 a date and location mutually agreeable to the Parties. B. CIosing Procedure. (1) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller's 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 excepted. C. Conditions Precedent to Clgsing. 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 furniture and 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. 9. TAXES Buyer will pay on Seller's behalf, pursuant to Section 2, all real property taxes accrued 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. 0 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. 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 Parties 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 by the terms of this Agreement. [Signature Page Follows] 5 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the day of 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: wa Quentin Phillips, Secretary SELLER: Holiness Church of God, Inc. By: Signe. Printe . David Parker Brooks Title: Chairman Deacon D EXHIBIT A Description of Property Parcel I: The West 67.96 feet of Lot Numbered 42A as shown on the recorded Plat of Rockafeller's Second Addition to the City of South Bend - First Replat, recorded May 2, 2003 as Instrument No. 0326446 in the Office of the Recorder of Saint Joseph County, Indiana. Commonly known as 1215 W Colfax Avenue, South Bend, Indiana 46616 Tax ID: 018-1040-1733 Parcel II: The East 51.48 feet of Lot Numbered 42A as shown on the recorded Plat of Rockafeller's Second Addition to the City of South Bend - First Replat, recorded May 2, 2003 as Instrument No. 0326446 in the Office of the Recorder of Saint Joseph County, Indiana. Commonly known as 1205 W Colfax Avenue, South Bend, Indiana 46616 Tax ID: 018-1040-1735 EXHIBIT B Form of Warranty Deed HOLD FOR: City of South Bend 227 W. Jefferson Blvd., Ste. 1400S South Bend, IN 46601 WARRANTY DEED AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NOS. 018-1040-1733 018-1040-1735 THIS INDENTURE WITNESSETH, that Holiness Church of God, Inc. (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"): Parcel I: 1215 W Colfax Avenue, South Bend, Indiana 46616 The West 67.96 feet of Lot Numbered 42A as shown on the recorded Plat of Rockafeller's Second Addition to the City of South Bend - First Replat, recorded May 2, 2003 as Instrument No. 0326446 in the Office of the Recorder of Saint Joseph County, Indiana. Tax ID: 018-1040-1733 Parcel II: 1205 W Colfax Avenue, South Bend, Indiana 46616 The East 51.48 feet of Lot Numbered 42A as shown on the recorded Plat of Rockafeller's Second Addition to the City of South Bend - First Replat, recorded May 2, 2003 as Instrument No. 0326446 in the Office of the Recorder of Saint Joseph County, Indiana. Tax ID: 018-1040-1735 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: Holiness Church of God, Inc. By Printed: Qavid Park Braaks Title: Chairman Deacon STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the underslgne a Notary Public, in and for said County an State, personally appeared ,the duly authorized of: n f Grantor, and acknowledged the execution of the foregoing Warranty Deed as his true act and deed and as an authorized representative of Grantor. IN WIThMSS WH I have hereunto subscribed my name and affixed my official LEF seal on the U day of �Gt 2�i0.� 9. DEE BLOCK-TINKE My Ca `ts'i"Cj y Public, State of India) `0' St Joseph County =x SEAL? * Commission 4 644747 'AmmisslQn Expiles May 28. 2021 Notary Public Residing in St. Joseph County, Indiana I affirm, under the penalties for perjury, that I 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 Bend, Indiana 46601. 2