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HomeMy WebLinkAbout5A3 Agreement to Buy and Sell Real Estate (Northwood Investments LLC) 1 AGREEMENT TO BUY AND SELL REAL ESTATE This Agreement To Buy And Sell Real Estate (“Agreement”) is made by and between Northwood Investments LLC, of 1929 Dorwood Dr., South Bend IN 46617 (“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 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 collective purchase price for the Property shall be Five Thousand Dollars ($5,000.00) (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 2 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 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. 5. TITLE COMMITMENT AND SURVEY Seller acknowledges that Buyer may obtain, 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 3 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 may be issued by a title company selected by Buyer and reasonably acceptable to Seller (the “Title Company”). The Title Commitment, if issued, 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. SELLER'S 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 occur 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 Seller’s delivery of a special 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. 4 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. 9. TAXES Seller will pay all prorated real property taxes accrued as of the Closing Date to Buyer at Closing. 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 5 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 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 by the terms of this Agreement. [Signature Page Follows] 6 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the 25th day of November 2019. 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: __________________________ SELLER: Northwood Investments LLC __________________________ Tim Widerquist Managing Member Quentin M. Phillips, Secretary EXHIBIT A Description of Property PARCEL I: Lot 50 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 626 Walnut, South Bend, IN 46628 Parcel # 018-1037-1611 PARCEL II: Lot 7 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 630 Euclid, South Bend, IN 46628 Parcel # 018-1037-1616 PARCEL III: Lot 9 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 622 Euclid, South Bend, IN 46628 Parcel # 018-1037-1618 PARCEL IV: Lot 12 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: Vacant Lot 12 Euclid, South Bend, IN 46628 Parcel # 018-1037-1621 PARCEL V: Lot 22 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 508 Euclid, South Bend, IN 46628 Parcel # 018-1037-1635 EXHIBIT B Form of Special Warranty Deed 1 AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NOS. 018-1037-1611 018-1037-1616 018-1037-1618 018-1037-1621 018-1037-1635 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that Northwood Investments LLC (the “Grantor”) CONVEYS AND SPECIALLY 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: Lot 50 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 626 Walnut, South Bend, IN 46628 Parcel # 018-1037-1611 PARCEL II: Lot 7 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 630 Euclid, South Bend, IN 46628 Parcel # 018-1037-1616 PARCEL III: Lot 9 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 622 Euclid, South Bend, IN 46628 Parcel # 018-1037-1618 PARCEL IV: Lot 12 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. 2 Property Address: Vacant Lot 12 Euclid, South Bend, IN 46628 Parcel # 018-1037-1621 PARCEL V: Lot 22 Orchard Heights 1st Addition of the Town, now South Bend, platted by the State Bank of Indiana. Property Address: 508 Euclid, South Bend, IN 46628 Parcel # 018-1037-1635 The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. 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 3 GRANTOR: Northwood Investments LLC ______________________________ Tim Widerquist, Managing Member STATE OF INDIANA ) ) SS: _________________COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Tim Widerquist, 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 ______________, 2019. My Commission Expires: ____________________________________ Notary Public _______________________ Residing in ___________ 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.