HomeMy WebLinkAbout6.C.(4) Contract for Purchase and Sale~ ~ c ~~-~~
CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE
TH1S AGREEMENT is made and entered into by and between CITY OF SOUTH
BEND, by its Redevelopment Commission, the governing body of the City of South Bend
Department of Redevelopment ("Seller") and SOUTH BEND PUBLIC TRANSPORTATION
CORPORATION, a municipal corporation existing under the laws of the State of Indiana
("Purchaser"), for and in good consideration of the sum of Ten Dollars ($10.00) and other goad
and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Property. Seller hereby agrees to sell and Purchaser hereby agrees to
purchase, upon the terms and conditions herein set forth, the tract of land, improvements thereon,
easements used in connection therewith, property under streets and sidewallcs owned by Seller,
and appurtenances thereunto belonging, in the City of South Bend, Indiana, containing 21.G acres
more or less ("Property"), which, upon plat committee approval, shall be referred to as Lot 2 of
the Transpo Minor Subdivision, and is more particularly described in Exhibit A attached hereto
and made a part hereof.
2. Purchase Price. Purchaser agrees to pay for the Property at Closing the sum of
Six Hundred Forty-Eight Thousand Dollars ($64$,000.00) (the "Purchase Price"}.
3. Summary of Transaction. Purchaser and Seller are entering into this Agreement
for the purchase and sale of the Property which shall include substantial site and infrastructure
work by Seller. Seller shall clear all existing structures, complete environmental analysis and, if
required, complete remediation, and make such provisions for infrastructure (street way, sewer,
water, and utilities) necessary to support Purchaser's future relocation to the site, as more
particularly described on attached Exhibit B attached hereto and made apart hereof
{collectively, the "Site Work"}. Through this Agreement and the Closing, Purchaser shall
receive the value of 21.6 acres of fully remediated land. The cvmmitrnent to perform the Site
Worlc shall be deemed a representation and warranty of Seller which shall survive the Closing of
the Property.
4. Date of Closing. The Closing of this purchase shall take place at the offices of
Meridian Title Corporation, KeyBank Building, South Bend, Indiana or at such other place
mutually agreeable to the parties within five (5) days after Purchaser approves the environmental
assessments of the Property provided to Purchaser by Seller, but in no event later than June 18,
?009, or such other date as is agreed to in writing by the parties.
5. Obli,ations of Parties at Closing. At the Closing, the parties hereby shall satisfy
and perform the following:
A. Seller shall:
(1) Deliver aQuit-Claim Deed conveying marketable title to the
Property to Purchaser, subject to those items which are set forth in this Agreement
as to which Purchaser has agreed shall be part of the title which Purchaser accepts
at the Closing, and also subject to all covenants, easements, restrictions and
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agreements with the South Bend Department of Redevelopment including but not
limited to the Airport Economic Development Area Plan and the lien of non-
delinquent taxes, zoning ordinances and building codes.
(2} Provide a fully insured Closing through the Title Company (as
hereafter defined) at the expense of Purchaser and Seller who shall equally share
the insured closing expense, at which Title Company shall markup and agree to
insure marketable title in Purchaser subject only to Permitted Exceptions {as
hereaffier defined} effective as of the moment of Closing. Seller shall pay all title
insurance premiums and charges with the exception of charges for any extended
coverage which shall be paid by Purchaser.
(3} Deliver to Purchaser possession of file Property, free and clear of
all leases, tenancies, and occupancies, except those to which Purchaser has agreed
the title maybe subject.
{4} Furnish evidence of its capacity and authority to sell the Property
and close this transaction pursuant to a resolution passed and approved by the
South Bend Redevelopment Commission.
(5) Execute and deliver any other documents or instruments which
may be necessary or reasonably required by Purchaser or the Title Company to
complete the sale of the Property and close this transaction, and make any pre-
construction and construction documents and plans available to Purchaser upon
request.
B. Purchaser shall:
(1) Make payment to Seller of the Purchase Price according to the
terms set forth at Paragraph 2 of this Agreement.
{2} Furnish evidence of its capacity and authority to purchase the
Property and close this transaction pursuant to a Resolution passed and approved
by Transpo's Board of Directors.
{3} Execute and deliver any other documents or instruments which
may be necessary or reasonably required by Seller or the Title Company to
complete the sale of the Property and close this transaction.
b. Risk of Loss. Risk of loss shall remain on Seller prior to Closing.
7. Conditions Precedent to Purchaser's Obli ate ions. In addition to any other
condition of or contingency set forth in this Agreement, Purchaser's obligations under this
Agreement are subject to the following contingencies, which contingencies, if not satisfied or
waived by Purchaser in writing at Closing, shall constitute grounds for Purchaser to terminate
this Contract by its written notice to Seller.
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A. The commitment for issuance of a policy of title insurance meeting the
requirements of Paragraph 8 of this Agreement.
B. Seller shall not be in default under any of the terms and conditions
contained in this Contract.
8. Title Insurance Policy. Seller shall deliver to Purchaser no later than thirty {30)
days after execution of this Agreement, a commitment issued by Meridian Title Corporation (the
"Title Company") for the issuance of a policy of title insurance written on an ALTA form
agreeing to insure rnarlcetable title in the Property in Purchaser or its assigns in the amount of the
purchase price subject only to the general exceptions in the title insurance policy and those items
listed in Paragraph 4(a) {i} of this Agreement ("Permitted Exceptions"}. All title insurance
company premiums and charges shall be paid by Seller, with the exception of charges for any
extended coverage which shall be paid by Purchaser. In the event the commitment contains
exceptions other than the Permitted Exceptions, Seller shall have thirty (30) days after the date of
receipt of Purchaser's written notice identifying such exceptions to remove those exceptions or
obtain Purchaser's consent to them. In the event such exception(s), (other than Permitted
Exceptions), are not eliminated or Purchaser's consent to them obtained within thirty (30) days
after Seller's receipt of the commitment, then this Agreement may, at Purchaser's option, be
canceled by Purchaser's notice to Seller not later than five (5) days following the expiration of
the thirty {30) day period.
9. Prorations at Closing. Real property taxes for ?009 payable ?010 shall be
prorated as of the Closing Date, based upon the latest official tax rates and credits and using the
mast recent assessment of the Property, and Purchaser shall receive a credit at Closing for that
portion of the proration attributable to the period prior to the Closing. If the tax bills for the ?008
payable 2009 have been distributed prior to the Closing, the Seller shall pay them prior to or at
the Closing. Otherwise, the Seller shall provide the Purchaser a credit for those taxes at the
Closing.
10. Environrental Matters Pertaining to the Property.
A. Representations and Warranties. Seller represents and warrants to
Purchaser, such representations and warranties to be true and correct on the date hereof and as of
the Closing date, that:
{1) To the best of its knowledge, there are no Environmental Defects
on the Property except as may be outlined on Exhibit C attached hereto and made
apart hereof;
(2) No Iien has been imposed on the Property by any governmental
agency at the federal, state, or Iocal level in connection with the presence on or
off the Property of any Idazardous Substance;
(3) Seller has not: (a} entered into or been subject to any
environmentally-related consent decree, compliance order or administrative order
relating to the Property; (b) received any request for information, notice, demand
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letter, administrative inquiry, ox formal or informal complaint or claim with
respect to any Environmental Defect relating to the Property; or (c) been subject
to or threatened with any governmental or citizen enforcement action with respect
to the Property; and
(4) Seller shall assign to Purchaser at Closing any environmental
indemnifications which it has previously received regarding the Property or any
part thereof.
1 L Condemnation or Destruction. If prior to the Closing of this transaction, all or
any substantial part of the Property is condemned, damaged or destroyed, Purchaser shall have
the option of either applying the proceeds of any condemnation award or insurance policies to
reduce the total purchase price payable by Purchaser herein or terminating this Agreement by
delivering written notice of termination pursuant to this paragraph to Seller within ten (10) days
of the date Seller notifies Purchaser in writing of such condemnation, damages or destruction.
12. No Govenlment Notices. Seller warrants that Seller has not received, or is aware
of, any notification from any City, County, State or other governmental authority requiring any
warlc to be done on or affecting the Property or expressing an intent to condemn or make special
improvements for the benefit of the Property. Seller fiu-ther warrants that in the event any such
notice is xeceived prior to Closing, Seller shall submit such notice to Purchaser for examination
and approval. Should Purchaser fail to consent in writing to the action proposed by any such
notice within thirty (30) days from the date Purchaser receives such notice, this Agreement may
at Purchaser's option be canceled by Purchaser's written notice.
13. Assignment. Neither party shall have the right to assign this Agreement without
the prior written consent ofthe other party.
14. Additional Remedies. In the event of breach of this Agreement by Seller,
Purchaser shall have the right far specific performance and such additional remedies as
otherwise are allowed by law or equity. The non-breaching party shall, in addition to the above
remedies, be entitled to recover from the breaching party its attorney fees, expenses and costs
arising from such breach and incurred in enforcing this Agreement.
IS. Brolcera~e Services. The parties represent and warrant to each other that neither
of them has made any commitment or agreement wi$1 a real estate salesman or broker to pay any
fee or commission as a result of this transaction, and each agrees to indemnify and hold the other
harmless against any such fees or commissions to which it has agreed.
15. Miscellaneous.
A. Time is of the essence of this Agreement.
B. If any term or condition of this Agreement be invalid or unenforceable, the
remainder of the Agreement shall not be affected thereby.
C. This Agreement and the exhibits attached hereto constitute the entire
agreement of the parties hereto and, unless specified otherwise herein, no representation,
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inducement, promises or prior agreements, oral or written, between the parties or made by any
agent on behalf of the parties or otherwise shall be of any force or effect.
D. This Agreement shall be construed and interpreted under the laws of the
State of Indiana.
E. Purchaser and Seller shall at the time of Closing execute such other papers
and documents as may be legally necessary or reasonably or customarily required in order to
close this transaction. Purchaser may waive in writing any condition imposed on Seller in this
Agreement without waiving any other condition or terminating this Agreement.
F. The provisions of this Agreement shall not merge into the documentation
from this transaction and shall survive and not merge into the Closing of this transaction and the
execution and delivery of the deed pursuant hereto.
G. Any notice hereunder must be in writing, and shall be deemed to have
been given when deposited in the United States Mail, postage prepaid, overnight express mail,
return receipt requested, addressed to the parties at the following addresses:
South Bend Public Transportation
Corporation
Post Office Box 1437
South Bend, Indiana 46624
Attention: General Manager
City of South Bend
South Bend Redevelopment Commission
1200 County-City Building
227 West Jefferson Blvd.
South Bend, Indiana 46601
AND
Chairman, Board of Directors
South Bend Public Transportation
Corporation
Post Office Box 1437
South Bend, Indi~ula 46624
{PURCHASER)
With a copy to:
Michael D. Hardy
Barnes & Thornburg LLP
600 151 Source Banlc Center
100 North Michigan Street
South Bend, Indiana 46601
SELLER)
With a copy to:
Richard A. Nussbaum, II
Sapko, Nussbaum, Inabnit & Kaczmarek
210 South Michigan Street
5th Floor -Plaza Building
Post Office Box 300
South Bend, Indiana 46624
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H, The provisions hereof shall inure to the benefit of and binding upon the
parties hereto and their successors in interest.
I. Any addendum attached hereto shall be deemed a part hereof and shall
supersede any conflicting terms or conditions contained in this Agreement.
J. Seller agrees not to sell or agree to sell or transfer any portion of the
Property as it exists on the date Purchaser presents this Agreement to Seller without Purchaser's
consent, including but not limited to any personal property located an or useful to the Property,
K. In addition to those costs and expenses allocated to and/or to be paid or
assumed by Seller pursuant to this Agreement, Seller agrees to pay any other costs and expenses
customarily paid by sellers. Purchaser agrees to pay those costs and expenses customarily paid
by purchasers except those which are to be paid or assumed by Se]]er as specified in this
Agreement.
17. Multiple Counterparts. Tlus Agreement may be executed in multiple
counterparts, each of which shall be considered an original with counterparts signed by one party
when combined with counterparts signed by other parties to this Agreement constituting an
original contract.
[SIGNATURE PAGE ATTACHED]
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IN WITNESS WHEREOF, the undersigned executed and delivered this Contract For Sale of
Property on the date set forth below the name of each.
"PURCHASER"
SOUTH BEND PUBLIC TRANSPORTATION CORPORATION
By:
ItS:
Dated:
"SELLER"
CITY OF SOUTH BEND, by its Redevelopment Commission
By:
Its:
Dated:
ATTEST:
By:
Its:
Dated:
59DS02 Mb19 3B908Bv3
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