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HomeMy WebLinkAbout5A5 Purchase Agreement (4124 Old Cleveland) - SignedSouth Bend Redevelopment Commission 215 S. Dr. Martin Luther King, Jr. Blvd., Room 301, South Bend, Indiana Redevelopment Commission Agenda Item DATE : 11/4/2025 FROM: Joseph Molnar – Assistant Director of Growth & Opportunity SUBJECT: Purchase Agreement for 4124 Old Cleveland Road Acquisition Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res. *Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the authorization of the expenditure of such funds shall be void and of no effect. PURPOSE OF REQUEST: Staff requests consideration of a Purchase Agreement for the property located at 4124 Old Cleveland Road SPECIFICS: On January 23rd, 2025 the Redevelopment Commission (RDC) approved an Option to Purchase Agreement for the property located at 4124 Old Cleveland Road. In Section 2 of the Option Agreement, the Commission stated that the intended purpose of the adjacent parcel was for the New Day Intake Center. As financing has been secured and all regulatory approvals have been granted for the Intake Center, Staff would like the Commission to exercise their option to purchase 4124 Old Cleveland Road. The owners of this property also desire for the Option to be exercised at this time as well. This is a currently single-family residential property located near and adjacent to other City of South Bend owned properties. The proposed Purchase Agreement contains the terms and conditions laid out in the Option to Purchase Agreement which include the following: -Purchase Price: $374,000 -Due Diligence Period: 60 days -Closing Deadline: 6 months after Due Diligence Period -Current owners will have a period of six months after closing to remove all personal items from premises Staff propose the acquisition of this property to allow for the redevelopment of the area and believe there is the potential for a higher and better use of the site than currently utilized. Acquiring 4214 Old Cleveland Road will allow for the City to strategically plan for redevelopment of an entire stretch of Old Cleveland Road that is currently underutilized. ______________ ___________Pres/V-Pres ATTEST: __________ ________V-President Date: _____________ _______ APPROVED Not Approved SOUTH BEND REDEVELOPMENT COMMISSION November 13, 2025  1 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (“Agreement”) is made by and between Adrian J. Long and Briana C. Long, each an individual, and together holding title to the Property (as later defined) as LONG ADRIAN J & BRIANA C HW (collectively, the “Sellers”) and the City of South Bend, Indiana, Department of Redevelopment, by and through its governing body, the South Bend Redevelopment Commission, with an address of 215 S. Dr. Martin Luther King Jr. Blvd, Suite 500, 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, cited as Indiana Code 36-7-14 (the “Act”). B.In furtherance of its purposes under the Act, Buyer desires to purchase from Sellers certain real property located at 4124 Old Cleveland Rd in South Bend, Indiana (the “City”), and more particularly described in attached Exhibit A (the “Property”). C.The Property is situated in the River West Development Area, is set forth on the acquisition list related thereto pursuant to Buyer’s Resolution No. 1238, and Buyer has obtained two independent appraisals of the Property in accordance with the Act. D.The Parties entered into a certain Option to Purchase Agreement, dated January 23, 2025 (the “Option Agreement”), in which the Sellers agreed to grant the Buyer an exclusive option to purchase the Property. E.The Option Trigger specified in the Option Agreement has not yet occurred, but Sellers have expressed their desire to waive the condition and request to proceed with the sale of the Property now, with the terms otherwise set forth in the Option Agreement and as set forth herein, in accordance with Section 36-7-14-19 of the Act. 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 Sellers agree as follows: 1.OFFER AND ACCEPTANCE A copy of this Agreement, signed by Sellers, constitutes Sellers’ offer to sell the Property and once signed by Buyer, constitutes Buyer’s offer to purchase the Property on the terms stated in this Agreement. A copy signed by Buyer shall be delivered to the Sellers as follows: Adrian & Briana Long 4124 Old Cleveland Road 2 South Bend, IN 46628 Sellers shall return a signed copy of this Agreement to the following representative (“Buyer’s Representative”): Executive Director of Community Investment City of South Bend 215 S. Dr. Martin Luther King Jr. Blvd. Suite 500 South Bend, Indiana 46601 With a copy to: South Bend Legal Department Attn: Corporation Counsel City of South Bend 215 S. Dr. Martin Luther King Jr. Blvd Suite 600 South Bend, Indiana 46601 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 Sellers (the “Contract Date”). 2. PURCHASE PRICE A.Purchase Price. The purchase price for the Property shall be Three Hundred Seventy-Four Thousand Dollars ($374,000.00) (the “Purchase Price”), payable by Buyer to Sellers as described in Section 7 (the “Closing,” the date of which is the “Closing Date”). B.Earnest Money Deposit. Within thirty (30) business days after the Contract Date, Buyer will deliver to Sellers the sum of Five Thousand Dollars ($5,000.00), which Sellers will hold as an earnest money deposit (the “Earnest Money Deposit”). Sellers will be responsible for disposing of the Earnest Money Deposit in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited against the Purchase Price at the Closing or, if no Closing occurs, refunded or forfeited as provided below. 3.WAIVER OF OPTION TRIGGER CONDITION The Parties acknowledge that they previously entered into a certain Option to Purchase Agreement dated January 23, 2025 (“Option Agreement”), which conditioned the Buyer’s right to purchase the Property upon the occurrence of a specified trigger event (the “Option Trigger”). Sellers acknowledge that the Option Trigger has not yet 3 occurred. By execution of this Agreement, Sellers hereby irrevocably waive the requirement of the Option Trigger occurring prior to the sale of the Property, and consent to Buyer’s exercise of the Option and consummation of the purchase as contemplated herein. The Parties agree that this Agreement shall supersede the Option Agreement with respect to the purchase and sale of the Property, and governs the rights and obligations of the Parties related to the sale. All other provisions of the Option Agreement not inconsistent herewith shall remain in effect. 4.BUYER’S DUE DILIGENCE A.Investigation. Sellers acknowledge 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. Sellers authorize Buyer, as of the Contract Date and continuing until the end of the Due Diligence Period (as defined below), to: (i)enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, however, that Buyer may not take any action upon the Property which reduces the value thereof without Sellers’ express written consent, which shall not be unreasonably delayed or withheld; and further provided that if Closing does not occur, Buyer shall promptly restore the Property to its condition prior to entry; and (ii)file any application with any federal, state, county, municipal or regional agency relating to the Property for the purpose of obtaining any approval necessary for Buyer’s anticipated use of the Property. If Sellers’ written consent to or signature upon any such application is required by any such agency for consideration or acceptance of any such application, Buyer may forward necessary, reasonable forms created by the governmental agency to and request from Sellers such consent or signature, which Sellers shall not unreasonably withhold after being reimbursed for Sellers’ expenses. C.Due Diligence Period. Buyer shall have a period of sixty (60) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the “Due Diligence Period”). Upon written notice, the Parties may proceed to Closing prior to the expiration of the Due Diligence period described in this Section. 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 Sellers and Buyer shall be entitled to a full refund of the Earnest Money Deposit. 4 5.PRESERVATION OF TITLE AND CONDITION A.After the date Sellers receive a copy of this Agreement as described in Section 1, Sellers 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 Sellers’ title (such matters are referred to as “Encumbrances”). B.Sellers hereby covenant that they will not alter the condition of the Property at any time after the date Sellers receive a copy of this Agreement as described in Section 1. Further, Sellers will not release or cause to be released 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. 6.TITLE COMMITMENT AND SURVEY Buyer shall obtain the Title Commitment for an owner’s policy of title insurance issued by a title company selected by Buyer and reasonably acceptable to Sellers (the “Title Company”) within twenty (20) days after 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 Sellers (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 Sellers 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. Within thirty (30) days after Buyer’s receipt of the Title Commitment, Buyer shall give Sellers written notice of any objections to the Title Commitment. Within thirty (30) days after Buyer’s receipt of the Survey, Buyer shall give Sellers written notice of any objections to the Survey. Any exceptions identified in the Title Commitment or Survey to which written notice of objection is not given within such period shall be a “Permitted Encumbrance.” If the Sellers are unable or unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer may terminate this Agreement by written notice to Sellers prior to expiration of the Due Diligence Period. If Buyer fails to so terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect being given to such title and survey objections. 5 7.SELLERS’ REPRESENTATIONS AND WARRANTIES The undersigned Sellers represent and warrant to Buyer that Sellers own fee simple title to the Property and have not granted any option or right of first refusal to any person or entity to acquire the Property or any interest therein, except as has been granted to Buyer. The undersigned Sellers further represent and warrant Sellers are fully empowered to sell the Property to Buyer under the terms and conditions stated in this Agreement, and that they have disclosed to Buyer any notifications from any local, state, or federal authority regarding environmental matters pertaining to the Property. Sellers shall provide Buyer a copy of all known environmental inspection reports, engineering, title, and survey reports and documents in Sellers’ possession relating to the Property. In the event the Closing does not occur, Buyer will immediately return all such reports and documents to Sellers. 8.CLOSING A.Timing of Closing. Unless this Agreement is earlier terminated, 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 six (6) months after the date of exercise. B.Closing Procedure. (1)At Closing, Buyer shall deliver the Purchase Price to Sellers, 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 Sellers shall have up to six (6) months to vacate the Property after the Closing, at which point any and all personal property remaining at the Property will be deemed to be abandoned by Sellers, and Buyer, in its sole discretion, may choose to exercise possession of and control over any such personal property. The Property shall be delivered to the Buyer in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. Buyer shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement. E.Sellers’ Due Diligence. Sellers acknowledge that Sellers have conducted its own due diligence and acknowledges that the Purchase Price is fair and reasonable and waives any right that Sellers may have to an appraisal or to contest or challenge the validity of compensation received under this Agreement. 9.ACCEPTANCE OF PROPERTY “AS-IS” 6 Except as otherwise set forth herein, Buyer agrees to purchase the Property “as-is, where- is” and without any representations or warranties by Sellers as to the condition of the property or its fitness for any particular use or purpose. Sellers offer 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. This clause does not affect Seller’s warranty of title provided in the Warranty Deed. 10.TAXES Sellers shall be responsible for all taxes related to the Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. Buyer, or Buyer’s successors and assigns, shall be liable for all real property taxes accruing against the Property after the Closing Date, if any. 11.COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Sellers are represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Sellers agree to indemnify and hold one another harmless from any claim for commissions in connection with the transaction contemplated in this Agreement. 12.INTERPRETATION; APPLICABLE LAW; JURISDICTION Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities be presumptively resolved, against either Party. 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. 13.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 Sellers, or to Buyer in care of Buyer’s Representative (with a copy to South Bend Legal Department, 215 S. Dr. Martin Luther King, Jr. Blvd., Suite 600, 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. 14.REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure 7 within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non-defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 15.DISPUTE RESOLUTION; WAIVER OF JURY TRIAL 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, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 16.INDEMNITY The Parties agree to reimburse each other for any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party in default of this Agreement. In the event of legal action initiated by a third party as a result of a breach of this Agreement, the breaching party shall assume the defense of the non-breaching party, including all costs associated therewith. 17.WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 18.SEVERABILITY If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 8 19.FURTHER ASSURANCES The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 20.TIME Time is of the essence of this Agreement. 21.ENTIRE AGREEMENT This Agreement embodies the entire agreement between Sellers and Buyer and supersedes all prior discussions, understandings, or agreements between Sellers and Buyer concerning the transaction contemplated in this Agreement, whether written or oral. 22.BINDING EFFECT; COUNTERPARTS; SIGNATURES 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 and delivered by Buyer and Sellers. This Agreement may be separately executed in counterparts by Buyer and Sellers, and the same, when taken together, will be regarded as one original Agreement. Facsimile signatures will be regarded as original signatures. 23.AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the Parties each represent and certify that they are the duly authorized representatives of the respective Parties and have been fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. [Signature Page Follows] 13th. November David Relos, Vice President EXHIBIT A Description of Property Commonly Known as: 4124 Old Cleveland Road Parcel ID: 025-1010-0377 State ID: 71-03-28-100-005.000-009 Legal Description: 119.5' On Cleveland Rd Ne Nw 1.50 Acre Sec 28-38-2e EXHIBIT B Form of Warranty Deed 1 AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE ___________________ KEY NO. 025-1010-0377 WARRANTY DEED THIS INDENTURE WITNESSETH, that LONG ADRIAN J & BRIANA C HW, appearing of record as the owners of the Property, and known as Adrian J. Long and Briana C. Long (the “Grantors”) CONVEYS AND SPECIALLY WARRANTS to the South Bend Redevelopment Commission, governing body of the City of South Bend Department of Redevelopment, 215 S. Dr. Martin Luther King Jr. Blvd, Suite 500, South Bend, Indiana 46601 (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”): Commonly Known as: 4124 Old Cleveland Road Parcel ID: 025-1010-0377 State ID: 71-03-28-100-005.000-009 Legal Description: 119.5' On Cleveland Rd Ne Nw 1.50 Acre Sec 28-38-2e together with all improvements, rights, easements, and appurtenances thereto belonging. Grantors covenant that Grantors are lawfully seized of the estate in fee simple and have good right to convey the same; that the same is free from all liens, claims, encumbrances as restrictions, except as stated herein; and that Grantors will warrant and defend title against all lawful claims and, upon request, execute and deliver any further documents necessary to perfect the title conveyed herein. The Property is conveyed to the Grantee free and clear of all liens, leases or licenses; subject to real property taxes and assessments; subject to all right of ways, easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads; and subject to all applicable building codes and zoning ordinances. The undersigned Grantors represent and certify that they are fully empowered to execute and deliver this deed, that the Grantors have full capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. Signature Page Follows 2 IN WITNESS WHEREOF, the Grantors, appearing of record as LONG ADRIAN J BRIANA C HW, and known as Adrian L Long and Briana C Long, have executed this Warranty Deed on the ______ day of _________, 202__. By: ____________________________________ Adrian J. Long _____________________________________ Briana C. Long STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Adrian J. Long and Briana C. Long, known to me to be the same individuals who are described in and who executed the foregoing instrument , and acknowledged the execution of the foregoing Warranty Deed as their true act and deed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 202__. My Commission Expires: ____________________________________ 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. /s/ Danielle Campbell Weiss This instrument was prepared by Danielle Campbell Weiss, Senior Assistant City Attorney,215 S. Dr. Martin Luther King, Jr. Blvd., Suite 600, South Bend, Indiana 46601.