HomeMy WebLinkAboutClark Memorial Hospital AGREEMENT TO PURCHASE REAL ESTATE
This AGREEMENT TO PURCHASE. RF.AL ESTATE is entered into and effective as of the
_ day of March, 2011, by the Board of Trustees of Clark Memorial Hospital, an Indiana county
hospital, whose address is 1220 Missouri Avenue, Jeffersonville, Indiana, 47130, (hereinafter
referred to as "Seller ") and City of Jeffersonville, by and through the Jeffersonville Sanitary Sewer
Board (hereinafter referred to as "Purchaser'), whose address is 500 Quartermaster Court,
Jeffersonville, Indiana.
For valuable consideration, the receipt and adequacy of which are acknowledged, the parties
agree that the Seller shall sell and the Purchaser shall buy the hereinafter described property, on the
following temrs and conditions:
1, Property. The unimproved real estate located consisting of 0.324 acres located atl0i
and Spring Street in Jeffersonville, Clark County, Indiana, more particularly described on the
attached "Exhibit A" ( "Property").
2. Purchase Price. The Purchase Price k Ninety Seven Thousand Two Hundred and 00/100
Dollars ($97,200.00) and shall he paid as follows:
(i) Payment at Closing. The Purchase Price shall be paid by Purchaser in each at
Closing.
(ii) Title, Seller will convey to the Purchaser, an unencumbered, marketable title to said
Property to be conveyed by Decd of General Warranty, with the usual covenants such
as any nationallyrecognized title company will insure, subject only to casements and
restrictive covenants of record not unacceptable to Purchaser,
3. Easement. In addition to the purchase of the Property, Seller has agreed to grant Purchaser
a permanent easement to install a new force main. The real estate that is the subject of the casetnent
consists of 0.277 acres of unimproved real estate and is also located at 10 Street and Spring Street
in Jeffersonville, Clark County, Indiana, more particularly described on the attached "Exhibit B"
( "Easement Parcel "). The Purchase Price of the Easement Parcel shall be Twcnty Five Thousand
and 00/100 Dollars ($25,000.00). The Purchase Price for the Basement Parcel shall be paid by
Purchaser in cash at Closing. Seller and Purchaser shall execute a written Easement Agreement at
Closing.
4. Condition of Property. Purchaser acknowledges that Seller has made no warranties or
representations pertaining to the quality or condition of the Property and that the Purchaser has
inspected the premises and agrees to purchase the Property in an "AS IS" condition.
5. Itx, Currently, there arc no real estate taxes assessed or due on the Property due to it
being owned by a governmental entity, Purchaser shall assume and pay all taxes whenever they are
assessed and become due and owing subsequent to Closing.
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6. Closing. The consummationand final purchase and sale of the Property and granting of an
easement for the Easement Parcel (the "Closing ") shall take place on or before March 31 , 2011.
The Closing shall take place at the offices of Smith Carpenter Thompson Fondrisl, Cummins &
Lewis, LLC, 209 E. Chestnut Street. Jeffersonville, Indiana 47130.
7. Items to he Delivered at Closin . At the Closing, Seller shall deliver or cause to be
delivered to Purchaser, each of the following items:
(i) A general Warranty Deed duly executed and acknowledged
by Seller, and in a four acceptable to Purchaser for the conveyance of the Property;
(ii) An Easement Agreement signed by Soller granting the Purchaser an easement for the
Easement Parcel;
(iii) Such Affidavits and other documents as might be reasonably requested by Purchaser
or its title Insurer;
(iv) An Affidavit required by Section 1445 of the Internal Revenue Code;
(v) Such resolutions, certificates of good standing and incumbency certificates, and other
evidence of authority with respect to Seller and the person(s) acting on behalf of
Seller authorizing the sale of the Property to Purchaser and the execution of the
documents contemplated by this Agreement on behalf of Seller;
(vi) Such additional documents as may reasonably be required by Purchaser to
consummate the sale and conveyance of the Property and granting of the Easement
Parcel to Purchaser.
8. Represontatlonsand Warranties.
(1) Seller's Representations. In order to induce Purchasers to enter into this Agreement
to Purchase Real Estate, Selier represents and warrants as follows:
(a) Seller is the fee simple owner of the Property and Easement Parcel. Seller
is an Indiana county hospital validly existing under the laws of the state of'
Indiana and is legally authorized and pemutted to enter into this Agreement
to Purchase Real Estate and to carry out and perform all covenants to be
performed by it hereunder. The person signing this Agreement lo Purchase
Real Estate on behalf of the Seller has been duly authorized by Seller to do
so.
(b) The execution of this Agreement to Purchase Real Estate and the
consummation of the transactions contemplated herein will not violate any
provision of any agreements, regulations or laws to which Seller is subject or
hound and will not result in the acceleration of any obligations under any
bond indenture, mortgage, lien, least, agreement, instrument, cord order,
judgment or decree by which Seller is bound and will not violate any other
restriction of any kind or character to which Seller is subject.
(ii) Purchaser's Representations. In order to induce Seller to enter into this Agreement
to Purchase Real Estate, Purchaser represents and warrants as follows:
(a) The execution of this Agreement to Purchase Real Estate or the
consummation of the transactions contemplated herein will not violate any
provision of any agreements, options, regulations or laws to which Purchaser
is subject or bound and will not violate any restriction of any kind or
character to which Purchaser is subject.
(b) Purchaser has not uscd the service of any real estate broker in this
transaction and that no broker feu or commissions arc owed by Purchaser as
a result of the transactions contemplated herein.
9. rlssession. The parties have agreed that the Purchaser shall have possession of the Property
at Closing.
10. Risk of Loss Prior to Closing. The risk of loss, damage, or destruction of or to the Property
by fire, casualty, or otherwise until the Closing is and shall remain upon Seller. if any personal
properly located on the Property or Easement Parcel shall suffer a loss, damage or destmction, it
shall be the sole responsibility of the Purchaser.
11. permit and Remedies Prior to Closing. In the event of any default hereunder prior to
Closing, the parties shall have the following remedies:
(i) in the event of default by Purchaser prior to Closing, Seiler shall have the right to
terminate this Agreement and seek damages and such other remedies to which Seller
night be entitled at Mw or in equity.
(ii) !6t the event of a default by Seller prior to Closing, Purchaser shall have the right to
obtain a decree of specific performance to require conveyance of the Property to
Purchaser in accordance with the terms of this Agreentenl.
12. Commissions, Seller and Purchaser acknowledge that they have dealt with no brokers, •
finders, or the like in connections with the transaction contemplated by this Agreement, and agree
to indemnify each other and hold each other harmless against all claims, damages, costs, or expenses
of or for any other such fccs or commissions resulting from their actions or agreements regarding
the execution or performance of this Agreement, and will pay all costs of defending any action or
lawsuit brought to recover any such fees or commissions incurred by the other party, including
reasonable attorney's fees.
13. Survival. The covenants, representations, and warranties of Seller and Purchaser made in
this Agreement to Purchase Real Estate shall be true and colrcct on the date hereof and on the
Closing date and shall survive the Closing.
14. PAY men tof Closing Expenses. At the Closing, Seller shall be responsible for the costs and
expenses in connection with the discharging of any liens on the Property and the cost to prepare the
Warranty Deed. Purchaser shall be responsible for the costs and expenses in connection with
recording the documents transferring title to the Property from Seller to Purchaser, the preparation
and recording of the easement for the Easement Parcel, the title search and owner's title policy
expenses, and any other Closing expenses.
15. County Commissioner's Approval. The parties acknowledge that in accordance with
Indiana State law, the Seller must obtain approval from the Clark County Commissioner's prior to
conveying the Property to the Purchaser. This agreement Is specifically conditioned upon the Seller
obtaining such approval. Seller agrees to diligent pursue obtaining approval of this Agreement to
Purchase Real Estate. In the event That said approval can not be obtained, this Agreement to Purchase
Real Estate shall terminate and neither party shall have any Rather obligation or rights hereunder.
16. Miscellaneous.
(i) Notices. All notices and other communications required or agreed to be given
hereunder shall be sufficient if personally delivered or given by certified or registered
mail, postage prepaid, return receipt requested, to the parties at the following
addresses:
If to Purchaser:
City of Jeffersonville.
500 Quartermaster Court
Jeffersonville, IN 47130
Attn: R. Scott Lewis
If to Seller:
The Board of Trustees of Clark Memorial Hospital
1220 Missouri Avenue
P.O, Box 69
Jeffersonville, IN 47131 -0069
Attn: Fred Horinnder, Vice President
cc: Radicle 1., Cummins
Smith, Carpenter, Thompson,
Fondrisi, Cummins& Lewis, LLC
209 East Chestnut Street
P.O. Box 98
Jeffersonville, IN 47131.0098
Any party hereto may from time to time designate in writing any other address to
which notices shall be delivered. All notices hereunder shall be deemed given when
personally delivered or three (3) business days after having been deposited in the
United States mails in accordance with the foregoing.
(ii) Entire Agreemenis This Agreement to Purchase Real Estate constitutes the entire
agreement of the parties hereto pertaining to its subject matter, and supersedes all
prior or contemporaneous agreements, undertakings and under standings of the
parties in connection with the subject matter hereof.
{ui) IIindi Effect. This Agreement to Purchase Real Estate shall run to the benefit of
the parties hereto and their heirs, successors and assigns, and shall be binding upon
the parties hereto and their heirs, successors and assigns.
(iv) ' Headings. Descriptive headings herein are for convenience only and shall not controi
or affect the meaning or construction of any provision of the Agreement to Purchase
Real Estate.
(v) Time of the Essence. Time shall be of the essence with respect to the perfomrance
of all obligations of Seller and Purchaser hereunder.
(vi) Governing Law. This Agreement to Purchase Real Estate is being delivered in the
state of Indiana and shall be constructed, interpreted and enforced in accordance with
the laws of such State.
(vii) Counterparts. This Agreement to Purchase Real Estate may be executed in any
number of counterparts, all of which shall be considered one and the same
agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement to Purchase Real
Estate as of the date first written above .
SELLER:
Board of Trustees of Clark Memorial Hospital
Date executed: March /�, 2011 By: /t �
Fred Horl der, ice President
PURCHASER;
City of Jeffersonville, by and through the
Jeffersonville Sanitary Sewer Board
Dateexccnted: March ,2011 Bytrga-rte Aff_
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• Jacobi, Toombs & Lanz, Inc.
Consulting Engineers* Land -Surveyors
EXHIBIT "A"
• DESCRIPTION OP A
0.324-ACRE TRACT
Being n pmt of Block No. 115 in the City of Jeffersonville and • pan of the 100 Glyn right-of-way of
Broadway, a portion of which was ranted by Ordinance No. 0.50R-51 as recorded in Instrument
20 051 983 9, being further deathbed n follows:
Commencing at the southwest comer of said Block No. 115; hence along the cast tightofway line
of Broadway, North 04 °16'31" Pau, 15.00 fees to the True Point of Beginning.
Thence North 85 ° tS'S1" West, 50.00 feet to the ornueline of Broadway; thence along said
centerline, North 04.16.31" East, 176.86 feet; dace South 60 ° 0739" East, 100.82 feet; thence
South 04 ° I6'31" West, 133.96 fen to the north line of an existing Perpetual Esscnwnt to State of
hnknna by Deed Record Book 210, Page 106; thence along said north Mc, Noah 85 ° IR'51" Weet.
40.93 fret to the True Point of Beginming.
Containing 0324 acres, more or less, and being subject to any easvmcnu and rights -of -nays of
reawd.
Also, a Tempma.y fbnsttucdon Easement as shown on Exhibit W. conbioi't 0.553 acres, mote
cc less, which shag ream back to the owner upon completion of construction.
The above deathbed 0.124 acre met tut is a pan of the land conveyed to The Board of Cbik
Memorial Ihupilal by Instrument 200718508. including a pan of the casrhalf of the Broadway nen-
of -w.sy, • portion of which was vacated by Ordinance OS- OR -51.
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LEGEND m N
✓ ROPO'S D 8324 ACRE NORM AND ALL ac fl CS SNOWY 16REQV
FEE /RAGE ARE SASS) ON NED 1983. INOAAN UST
R RECORD /DEED ABIFEL419N ZONE. STAIE IIANE COOROiNAIES AND C
OERNEO rR0M CPS CONTROL ram - visa" E
P.O.C. POOR OF LVMMEACWUEUT AS PI/BUSHED IN BOOK f0 OF 111E SATUEY r.
GRANT CORNER REYERENCES or D6 CLARK
7P.0.8 TRUE PONT OF 8E6mRW'O COUNTY SORVOVR'S OFMCC.
S
r ._.z 0. 30' 7W'
M. 170117 I SCALE:
F: 304891.59 ll
BLUED OF A'RECTORS Or 1
CLARK MEVORYL HOSPITAL I WARD OF I IRUSiLE3 OF
0.0. 27, 0151. 70377 CLARK MEA4ORIU MOSPITAL X
REST. 2Q720N00
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SOURYAIEST CCRNCR PERPETUAL EASING
LINE TABLE Or BLOCK 713 TO STATE OF (NOWLA
LWE BF ARYAT —V 1 n7 R. 210, PO 105
LI N 011631 F. 10.00' CC!fr STREET 60' R/W
NOTES
7. UIMY, DRAMS 15 NO7
SURVEY. OR A S 70
URWLYOR LOCATOR REPORT. REINALFAfEM OR ORM.iWL BOUNDARY
2. AMMER ABSTRACT OF TITLE NOR TRW COWMOMFNT WAS PROVIDED 70 JACOiO. T001!BS. ARO LANZ. IHL.
FOR TM PREPAR470N OF TM5 E7!HAWI PEAL A 110E COMMITMENT MAY REVEAL FASCMEN7S.
ENCWMBRANLES. RESIMCTIONS OR RICNTS OF OTHERS NOT SHOW HEREON. THAT NAY AFFECT THE
DUALITY OF 777LE OR DEVELOPMENT GI U0S MAC/.
eMIWI U A 0.321 At !ir TRACI DECO A PART !ACM. TDOMU k MM. IKC. • 0004 1
AHD A MITT OF THE I% A720 AWILT- or-MRY a DDNBVI, MM. IN 1s
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OF WAR infORIAL ROBPITN. GI'. Of (BIZ) 246 -6848
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7 Jacobi, Toombs & Lanz, Inc.
C.onnrlling Engineers R /and Sun'eyora
EXHIBIT "*"
DESCRIPTION OP A
SANITARY SEWER, DRAINAGE, AND
UTILITY EASEMENT
A Sanitary Sewn, Drainage and Unlit) Easement, being a Part of the right -of -way of Broadway and
Eleventh Sweet as vacated by Ordinance No 05.OR -51 recorded et Iosuulnenr 200519819, being
furtluudnuibed as follows:
&:ginning at the nonhwest comer of Block Nn. 115 in the City of Jeffersonville; thence Saute
13 °27'58" West, 111.23 feet; thence North 85 °43'29" West, 22.23 feet; thence along a line bung
punk] to and 10 feet (as measured at right angles) from ibe centerline of vacated Broadway, South
04 °16'31" West, 99.93 fat thence North 60°07'39" West, 11.09 fret to the centerline of vacated
Broadway; thence along said centerline, Nora 04 ° 16'31" l:PSr, 94.72 feet thence North 85 ° 3557'
Wat 30.00 feet thence North 19°28'38" East, 114.41 feet to the intessecton of the centerline of
Heated Broadway and the south line of vacated Eleventh Skeet, if extended; thence along the
centerline of vacated Broadway, North 04 °16'31" East, 6000 feet to the north line of FJcvents
Street if extended, being the south line of a tract of land described by Deed Daiwa 29, Instmmeoz
13059; thence along seal line, South 85 ° 15'40" East, 23.92 feel toa comer of said tract thence along
a southeast line of said tract, North 18'28'25" Essr, 50.78 &n to the westerly eight-of-way line of
Spnog Sweet thence along said westerly right -of -way line, South l7°50'OB' East, 118.22 feet to a
northeasterly comet of Block 14o. 115; thence along the aott etly line of said Mock, North
85 °16'51" West, 30.87 fat to the Point of Beginning.
Containing 12,070 square fem., more or less, end being subject to any casements sal nights-of -ways
of record. .
D a Bell Awn. IOTA KL' iwlAwiw.S1c 069 IIL0 Seidl yawl
Claewwr.11 WisAP°le. m4001 L.iinilk. FY 4»8
512.11 MS 317413171 10141113091
812.15.006 to 317429311 Pat 501413.7321 Fn
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LEGEND 11
I / N
77 $NOfARY SEWER ORAVUC[ NORTH AND All OC/RIAGS SHOWN HEREON
/ (I UIRAY, AND ACCESS EASEMENT ARE RASED ON NW 1983. WOW FAST
(12,070 SO. FT.) ZONE STATE PURL COORDINATES AND
DERNED FROM CPS CONTROL POWT ''HST -
R RECORD/DEED CIUCNSION AS PUBLISHED 84 BOOK 10 OF IWE $ AQ' W1 - E
GRAM RAOE REFERENCES OF 7NE CLARK 7.
NT
P.O.C. MOM OF CCLOIETCWEM COUNTY SURVEYOR'S OF TWA
7.P.09. TRUE PEW OF 0ECOa8NG I S
?7 1 iv
1 ,V A
g..
so BOARD OF DRECTORS OF I / EK SEWER & 1x2 P
CLARK vl i N0PRAL I / a0. 22R+sT. so; kp A, SCALE: I -4 O'
D.D. 29. 9, MSsT. 13059 1 / I/ fi e} IN R/W W I E I ( 1I f EfEYE SD7LFT 1 � -- PART Ol THE VACATED OF t.
ELEYFNM STREET PER E No. 01f- OR -31 c M51. 200519839 CSE JUTERSONVALE- DNORfRAW.FD 4S A a
MTLCREST CENTER TLC z 1 r40t2 tt 14 W W !
WST. 200825483 A
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SOUTH RAY O1'
PIN : 11044 3.0.1 '4
1/ 4 R
F(EYENIH STREET E f CORNER
304891.59 BLOCK 135
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X1/ - 711�t
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B TE OARD DIRECTORS OF t" /1 ! f � p ✓ A Cv
CLARK L IN ST. HOSPITAL = � C 0 p I`
DA. 27, 7, INST. 10377 4 / O
•
I ,.0
,ate . _
N 85'3539 w T H 85 Wi
DIE BOARD OF TRUSTEE'S
R/
PER ORDINANCE k Y OF MARK 4EAA0ROL HOSPITAL I d I MST. 200519828
NO. 05 -0R -51
RM. 200519830 1 I R -- _
w ii 1
VETROOO.R/R UROWOC1' N n n 6 > 1 TH BOARD W TRUSTEES OF
PROPLRDES. LES :4 m rq V
i I CORK WENOE OR HOSPITAL
MSi. 200512182 / Iv .
N IIA
Al WYOWir W
-- MOP
RN
N: It04I93.37
C: 304875.28
•
NOTES
1. MS 841844 D OR AA is NOT
5 S LOCATION REPRESENTED
REPORT.
RETR K OR OMEAVAL BOUVDAfY
Fax APARARON OF _ S EASEMENT PL A PYLE SOWW UEN( O NAY REVEAL EASCHCMS7 IAN[. u•t
L N jew fl. A O C R Ofl )D149 OR OF DRS OTHERS NOT SHORN HrFtEOV, nut WM error me
7F S)A suet T rafro1 917 £ f R
8 EI A A N I Mai U008 CON EOURS FXNI011
MUTED PC QC MY OF JLFFFRsowsu E WAY COLPI Y. RN'H•T4 120 DELL AVZNVS T]
sc
CUR¢S19U.8• INtWZA 47120 D
WYl°R' OF MEOWS or .MEIN: (1• Ma) zes -8048
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