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HomeMy WebLinkAbout6B(4) OPTION TO PURCHASE AGREEMENT THIS EXCLUSIVE CONTINGENT OPTION TO PURCHASE AGREEMENT (the "Option Agreement") is made and entered into by and between the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment ("Commission"), and Great Lakes Capital Development LLC, an Indiana limited liability company ("Developer") (each sometimes being referred to herein as a"Party" or collectively as the"Parties"). PRELIMINARY STATEMENT Commission is the owner of certain real estate, as more particularly described in Exhibit A to this Option Agreement (the "Real Estate") in the Ignition Park certified technology park ("Ignition Park"). The Parties have entered into a certain Development Agreement dated as of March 27, 2014 relating to the sale and development of the Real Estate and certain other property to be purchased by Developer within Ignition Park (the "Development Agreement"). Pursuant to the Development Agreement, Commission desires to grant Developer an exclusive option to purchase the Real Estate and, in the event of exercise of said option, Developer agrees to purchase the Real Estate from Commission, upon the terms and conditions hereinafter set forth. Unless otherwise specified herein, all capitalized terms have the meaning set forth in the Development Agreement. In consideration of the mutual promises contained in this Option Agreement, the Parties agree to the following: AGREEMENT 1. Exclusive Option to Purchase. The Commission hereby grants Developer the exclusive option to purchase the Real Estate, subject to the terms and conditions set forth herein (the"Option"). The Option must be exercised by Developer, if at all, no later than the expiration of the Option Period,which is herein defined as five (5) years from the date Developer receives a certificate of occupancy for the First Building Project(as that term is defined in the Development Agreement(the"Option Period")). Developer agrees to pay the Commission the sum of$11,000 ($1,000 per acre of Real Estate), upon commencement of the Option Period for all rights granted herein(the "Option Payment"). 2. Exercise of Option. Developer may exercise the Option by giving notice to the Commission in writing during the Option Period in the manner provided for the giving of notices in Section 10 of this Option Agreement. The Option Payment shall be applied to the purchase price for the Real Estate. 3. Purchase Price. In the event of exercise, the Commission shall sell to Developer and Developer shall purchase from the Commission, the Real Estate for the purchase price of Twenty Five Thousand Dollars ($25,000.00) per acre for a total purchase price of Two Hundred Seventy-five Thousand Dollars ($275,000.00) (as may be adjusted based on the actual acreage of the Real Estate)minus the amount of the Option Payment(the "Purchase Price"). 4. Purchase Agreement and Closing. If the Option is exercised,the Commission and Developer will promptly negotiate the terms of a purchase agreement for the Real Estate. The Commission and its counsel shall be responsible for preparing the initial draft of the purchase agreement, which will be in a form customary for transactions of similar scope and significance to the Parties and will include customary representations, warranties, indemnities, covenants, customary conditions of closing and other customary matters. At closing, Commission shall deliver a quit claim deed free and clear of all encumbrances excepting and subject to all legal highways, applicable zoning ordinances, and easements of record and real estate taxes and assessments prorated in accordance with local custom. 5. Recording of Memorandum. The Parties agree at any time upon request of the other Party, to execute, record and place of record a memorandum of this Option Agreement in the office of the County Recorder of St. Joseph County, Indiana. 6. Governing Law. This Option Agreement will be governed by Indiana law, without regard to principles of conflicts of law. 7. Benefit of the Parties. This Option Agreement is made solely for the benefit of the Parties, and no one else shall acquire or have any right under (or by virtue of) this Option Agreement. 8. Binding Effect and Assignment. This Option Agreement shall be binding upon and inure to the benefit of the Parties and to their respective successors and assigns. The rights and obligations contained in this Option Agreement may be assigned by Developer to another entity that is an affiliate of Developer without the consent of the Commission. 9. Amendment. This Option Agreement may only be amended or modified as may be agreed upon in writing by all Parties. 10. Notices. All notices and other communications hereunder shall be in writing and shall be furnished by hand delivery or by registered or certified mail to the Parties at the addresses set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses shown below, addressed as follows: If to the Commission,to: South Bend Redevelopment Commission 227 W. Jefferson Blvd., Suite 1400 S. South Bend, IN 46601 Attn: President With a copy to: Office of the Corporation Counsel 227 W. Jefferson Blvd., Suite 1200 S. South Bend, IN 46601 Attn: Cristal Brisco If to Developer,to: Great Lakes Capital Development, LLC 112 W. Jefferson Blvd., Suite 200 South Bend, IN 46601 -2 - With a copy to: Richard J. Deahl Barnes& Thornburg LLP 100 North Michigan St. Suite 600 South Bend, IN 46601 11. Severability. If any term, provision, covenant or restriction contained in this Option Agreement that is intended to be binding and enforceable is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 12. Entire Agreement. The Parties acknowledge that upon final execution of this Option Agreement, all previous statements, proposals, offers and information and any oral statements or understandings are hereby rendered void, null, and of no legal consequence in connection with the subject matter hereof and that this Option Agreement represents an expression of the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or understandings of any kind between the Parties with respect to the subject matter hereof. * * * * * - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Option to Purchase Agreement on the day, month and year set forth below. Executed by Commission this day of September, 2014. COMMISSION: SOUTH BEND REDEVELOPMENT COMMISSION President ATTEST: Secretary Accepted and executed by Developer this day of September,2014. DEVELOPER: GREAT LAKES CAPITAL DEVELOPMENT LLC By: Ryan C. Rans, Managing Member -4 - EXHIBIT A TO OPTION AGREEMENT Legal Description of the Real Estate LOTS NUMBERED FIVE (5) AND SIX (6) IN THE REOCRDED PLAT OF IGNITION PARK MAJOR SUBDIVISION, SECTION TWO, RECORDED JULY 1, 2014 AS INSTRUMENT NUMBER 1415380 IN THE OFFICE OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA ("RECORDER"), AS CORRECTED AND RE-RECORDED WITH THE RECORDER ON SEPTEMBER 18, 2014 AS INSTRUMENT NO. 1423192. SBDS02 451351 v3