HomeMy WebLinkAbout2024-R-17 Resolution Designating Develop Land LCC as Developer for Real Estate Located st 1613 East 8th Street (Eastlawn Development Project) RESOLUTION NO.2024-R- 11
BEFORE THE JEFFERSONVILLE REDEVELOPMENT COMMISSION
STATE OF INDIANA
A RESOLUTION DESIGNATING DEVELOP LAND LCC AS DEVELOPER FOR REAL
ESTATE LOCATED AT 1613 EAST 8TH STREET (EASTLAWN DEVELOPMENT
PROJECT),APPROVAL AND RATIFICATION OF DEVELOPMENT AGREEMENT
AND PURCHASE AND SALE AGREEMENT
WHEREAS,the City of Jeffersonville Redevelopment Commission(the"Commission"),
was created for the purpose of undertaking economic development and redevelopment projects in
the City of Jeffersonville ("City")pursuant to I.C. 36-7-14 and I.C. 36-7-25; and
WHEREAS, the Commission desires to develop certain property it owns that it located
at 1613 East 8th Street called the Eastlawn Development Project("Project"); and
WHEREAS, the Commission has complied with all statutory requirements for the
offering of said property; and
WHEREAS, the Commission has undertaken and completed a selection process for a
developer of the Project; and
WHEREAS, after consideration of all relevant factors concludes that Develop Land LLC
should be chosen as the developer of the Project; and
WHEREAS, the parties have negotiated the attached Development Agreement ("Exhibit
"A") and the attached Purchase and Sale Agreement("Exhibit"B"); and
NOW, THEREFORE, BE IT RESOLVED by the City of Jeffersonville
Redevelopment Commission that Develop Land LCC is hereby designated as the developer for
the Eastlawn Development Project; and
IT IS FURTHER RESOLVED by the City of Jeffersonville Redevelopment
Commission that the redevelopment of the property located at 1613 East 8th Street furthers and
promotes the Redevelopment Plan by increasing neighboring land values, improving surrounding
aesthetics, enhancing development and facilitating the elimination of blight; and
IT IS FURTHER RESOLVED by the City of Jeffersonville Redevelopment
Commission that the attached Development Agreement and Purchase and Sale Agreement with
Develop Land LLC is hereby approved and ratified.; and
IT IS FURTHER RESOLVED by the City of Jeffersonville Redevelopment
Commission that the President of the Commission is hereby authorized to execute any and all
documents necessary to effectuate the terms set forth in the Development Agreement and
Purchase and Sale Agreement. 1 I
ADOPTED and APPROVED on this 9_,C day of )\\C\neti di
1 2024.
EXHIBIT A
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement") is made as of the 20 day of
l A(2024 (the "Effective Date"), by and between DEVELOP LAND LLC, an Indiana
limited liability company ("Developer"), and JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the State of Indiana (the "Commission") (the
Commission and Developer may hereinafter be referred to together as the "parties" or either
singularly as "party").
RECITALS
A. The City of Jeffersonville, Indiana (the "City") is the owner of that certain real
property located at 1613 East 8th Street,Jeffersonville, Indiana,bearing Parcel Numbers 10-20-00-
200-731.000-010, 10-20-00-200-732.000-010, 10-20-00-200-733.000-010, and 10-20-00-200-
734.000-010, and further described on Exhibit A attached hereto and incorporated herein (the
"Property").
B. The Commission desires to encourage investment and improve economic
development in the City and has identified that, based on the location, prior use, and existing site
constraints affecting the Property, there is a need to support infrastructure improvements on the
Property to encourage investment therein and economic development thereon.
C. The Commission, acting by and for the City, advertised a Request for Proposals,
dated November 13,2023 (the"RFP"), for what it called the"Eastlawn Development Project", for
the purpose of redeveloping the Property. Developer responded to the RFP, which proposal was
opened and considered by the Commission on December 27, 2023. Neither Developer's proposal,
nor any other proposals, were awarded following the Commission's opening of proposals and a
period of more than thirty(30) days following the opening of proposals has now passed.
D. Developer and the Commission have negotiated for the purchase of the Property by
Developer (the "Purchase"), which transaction is memorialized by that certain Purchase and Sale
Agreement dated as of even date herewith (the "Purchase Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.
E. Developer intends to develop the Property (the "Project") as a single-family
residential subdivision comprised of approximately 50 to 60 lots, as approximately depicted on
Exhibit B attached hereto and incorporated herein (the "Subdivision Plan"), and construct, or
cause to be constructed, on the Property certain improvements, including infrastructure necessary
to support and develop a residential subdivision and single family homes(each a"Home"and two
or more together, collectively, being the "Homes"), each Home to be not less than one thousand
two hundred square feet (1,200 sq. ft.), of substantially similar exterior aesthetic characteristics to
the renderings attached hereto as Exhibit C and incorporated herein (the"Renderings"), and with
a base price of$250,000 to $300,000.
0152274.0785405 4892-0139-3070v6
F. The Project will consist of a total investment by the Developer, and affiliated home
builders, exceeding Twelve Million and 00/100 Dollars ($12,000,000.00) over the span of
approximately three (3) years.
G. The Project,including the local public improvements made to the Property pursuant
to the Project, will increase neighboring land values, improve surrounding aesthetics, enhance
development, and facilitate the elimination of blight.
H. The Commission intends to provide certain assistance to Developer to complete the
Project in order to facilitate development, redevelopment, and economic growth in the City, as
provided in this Agreement and the Purchase Agreement.
NOW,THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained,the parties,intending to be legally bound,do hereby agree as follows:
ARTICLE I
RECITALS AND EXHIBITS
1.1 Incorporation. The representations, covenants and recitations set forth in the
foregoing recitals are material to this Agreement and are hereby incorporated into and made a part
of this Agreement as though they were fully set forth in this Section 1.1. The exhibits attached to
this Agreement are material to this Agreement and are hereby incorporated into and made a part
of this Agreement as though they were fully set forth in this Section 1.1.
ARTICLE II
PROJECT; PLAN APPROVAL; DEVELOPER COMMITMENTS
2.1 Project Phases. Developer shall complete the Project in three (3) phases, at its
sole cost and expense, as follows:
(a) Developer shall (i) complete due diligence investigations of the Property in
accordance with the Purchase Agreement; (ii) complete, with the cooperation of the
Commission, the closing of the Purchase in accordance with the Purchase Agreement; (iii)
complete the rezoning of the Property to "R3 — Single Family Residential — Small Lot"
under the City's Unified Development Ordinance (the "Rezone") in accordance with the
Purchase Agreement and applicable law; and complete the platting of the Property (the
"Plat Approval") in accordance with the Purchase Agreement and applicable law ("Phase
1");
(b) Developer shall complete, or cause to be completed, in accordance with the
Infrastructure Plans (as hereafter defined), in two or more sections, the installation and
construction of infrastructure improvements on the Property (collectively, the
"Infrastructure Improvements"), including, without limitation, the installation of water,
2
sewer, and electric utility improvements, stormwater improvements, roadway
improvements, street lighting, and related earthwork and grading("Phase 2"); and
(c) Developer shall complete, or cause to be completed, the construction of a
Home on each developable lot in the Subdivision; the Homes shall be substantially similar
to the Renderings attached hereto ("Phase 3").
2.2 Infrastructure Plans.
2.2.1 Plan Approval. On or before April 30, 2025, Developer shall submit to the
Commission detailed engineering and construction plans and specifications for the
Infrastructure Improvements (the"Infrastructure Plans"). Upon submission of each of the
Infrastructure Plans, the Commission shall schedule a meeting in accordance with all
applicable legal requirements to consider approval or denial of the Infrastructure Plans in
the Commission's sole discretion. Notwithstanding any approval by the Commission, the
Infrastructure Plans may be subject to additional required review and approval by other
governmental and regulatory bodies having jurisdiction.
2.2.2 Changes to Infrastructure Plans. If, after approval of the Infrastructure
Plans and prior to the completion of the Project, Developer desires to make any material
changes to the Infrastructure Plans, then Developer shall submit a change order request to
the Commission for review and approval. Within five (5) business days after the next
meeting of the Commission following receipt of such change order request, the
Commission shall deliver to Developer written notice that it approves or rejects the change
order request; provided that: (i) the Commission shall not withhold its approval
unreasonably; and(ii)if the Commission rejects all or any part of the change order request,
then such notice shall: (A) specify the part or parts that the Commission is rejecting; and
(B) include the specific basis for such rejection. If the Commission approves a change
order request, then the Commission and Developer shall execute a written amendment to
this Agreement memorializing the change to the Infrastructure Plans. If Developer submits
the Infrastructure Plans to the Commission for approval in substantial similarity to the
Subdivision Plan and said Infrastructure Plans are denied by the Commission,the City shall
reimburse Developer for Developer's reasonable out-of-pocket expenses incurred in
pursuit of such approvals up to a maximum of $5,000.00, and this Agreement shall
terminate except as to this provision and as set forth herein.
2.3 Completion.
(a) Developer shall promptly commence Phase 1 of the Project following the
Effective Date and shall pursue completion of the Project in a diligent and commercially
reasonable manner.
3
(b) Subject only to a Force Majeure Event, Developer shall complete, or cause
to be completed, the Project not later than three (3) years following the date on which all
three (3) of the following have been completed: (i) the closing of the Purchase; (ii) the
Rezone; and(iii) the Plat Approval (the "Completion Deadline").
(c) Subject only to a Force Majeure Event, Developer shall complete, or cause
to be completed,the construction of not fewer than seventeen(17)Homes per Project Year.
As used herein, "Project Year" shall mean each consecutive twelve (12) month period
following the date on which all three (3) of the following have been completed: (i) the
closing of the Purchase; (ii)the Rezone; and (iii) the Plat Approval.
2.4 Access to Property. Developer shall construct and maintain access to the Property
as shown on the Site Plan and in a manner that meets the requirements of City ordinances and
other applicable state and federal laws and regulations. During the term of the Project, Developer
agrees to provide access to the Property to the Commission and its agents during reasonable
business hours, as applicable, to observe the Project.
2.5 Dedication. On or before the Completion Date of the Project, or within a
reasonable time thereafter, Developer shall dedicate to the City all public improvements
constructed and completed by Developer pursuant to this Agreement, including, without
limitation, the roadway improvements and all sanitary sewer improvements.
2.6 Rezoning; Plat Approval. Developer shall seek, at its sole cost and expense, the
Rezoning and Plat Approval, and all other necessary plat approvals, zoning changes, and/or
variances necessary for the completion of the Project. Developer acknowledges that the
Commission is not responsible for, and does not control, plat approvals, zoning changes, and/or
zoning variances; however, the Commission agrees, at no cost to the Commission, to cooperate
with Developer's efforts to effectuate the Rezone and Plat Approval and to publicly support the
same at any required public hearings or meetings held in connection therewith.
ARTICLE III
COMMISSION ASSISTANCE
3.1 Commission Assistance; Requests and Consents for Release.
3.1.1 Commission Assistance. In connection with the Project, and in
consideration for the Developer's commitments and obligations hereunder, pursuant to the
Purchase Agreement, the Commission will financially assist the Project by discounting
from the base purchase price of the Property under the Purchase Agreement—such base
purchase price being Eight Hundred Fifty Thousand and 00/100 Dollars ($850,000.00)—
by the amount of Developer's costs and expenses incurred for the completion of the
Infrastructure Improvements, up to a full discount not to exceed the total base purchase
4
price of Eight Hundred Fifty Thousand and 00/100 Dollars ($850,000.00) (such
discounting being hereinafter referred to as the "Commission Assistance").
3.1.2 Invoicing and Payment. At Closing(as defined in the Purchase Agreement),
pursuant to the terms and conditions of the Purchase Agreement, Developer will deposit
into escrow with the Escrow Agent the Closing Escrow Funds (as defined in the Purchase
Agreement). Subject to the terms and conditions hereof, the Commission shall provide
written authorization to Escrow Agent disburse to Developer the Commission Assistance
in the form of reimbursement to Developer for the cost and expense incurred by Developer
for the construction and installation of the Infrastructure Improvements. Provided there
remains undisbursed Closing Escrow Funds, Developer shall submit to the Commission
each month, not later than three(3)business days prior to the Commission's next regularly
scheduled monthly meeting, a reasonably detailed invoice evidencing Developer's costs
and expenses incurred in connection with the Infrastructure Improvements(the"Request(s)
for Release of Funds"). Provided the Request for Release of Funds is reasonably
acceptable to the Commission,the Commission shall,not later than three(3)business days
following the Commission's next regular meeting following receipt of the Request for
Release of Funds,deliver to Escrow Agent,in such form required by escrow agent,consent
to release to Developer an amount of the Closing Escrow Funds equal to the lesser of(i)
the amount of the Request for Release of Funds or(ii)the remaining amount of undisbursed
Closing Escrow Funds. The Commission shall not unreasonably withhold, condition, or
delay its approval of timely submitted Requests for Release of Funds and consent to
Escrow Agent for the release to Developer of the applicable Closing Escrow Funds.
3.2 Commission Assistance Contingencies. The Commission's obligations to
provide the Commission Assistance hereunder shall subject to the following: (i) the closing of the
Purchase has occurred in accordance with the Purchase Agreement; (ii) the Commission having
approved the Infrastructure Plans; (iii) Developer providing to the Commission an estimated
budget, in reasonable detail, for the Infrastructure Improvements; (iv) Developer obtaining the
approvals and authorization to complete the Infrastructure Improvements by any governmental
and regulatory bodies having jurisdiction, including without limitation all other departments,
boards, and bodies of the City; and (v) the creation of a residential tax increment financing(TIF)
district to include the Property.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Unless attributed below to a specified party, each party to this Agreement represents and
warrants to each of the other parties the following:
4.1 Title. The City owns fee simple title to the Property and the Commission, acting
for the City, has full power and authority to market and sell the Property.
5
4.2 Organization and Qualification. Developer is duly formed, validly existing, in
good standing, and authorized to do business in the State of Indiana.
4.3 Right and Power. Each party has the full right, power and authority to execute
and deliver this Agreement and the other deliverables provided for herein and is not in violation
of any laws in any manner material to its ability to perform its obligations under this Agreement.
4.4 Conflict with Other Instruments. Neither the execution and delivery of this
Agreement, nor consummation of the transactions contemplated hereby, nor compliance with the
terms, conditions and provisions hereof,will conflict with or result in a breach of any of the terms,
conditions or provisions of any other agreements of Developer or the Commission, or any
regulation,order,writ,injunction or decree of any court or governmental instrumentality or agency
or any agreement or instrument to which Developer or the Commission is a party or by which such
party or any of its respective properties is subject to or bound, or constitute a default thereunder or
result in the creation or imposition of any lien, charge, security interest or encumbrance of any
nature whatsoever upon any of the property of Developer or the Commission pursuant to the terms
of any such agreement or instrument.
4.5 Authority, Validity and Binding Effect. The execution and delivery of this
Agreement and the execution and delivery of the other documents provided for herein have been
duly authorized by all necessary action on the part of the Commission and Developer, and no
additional authorization, approval or consent by, or filing with, any governmental or public
regulatory authority is necessary therefore except as specifically provided herein. The individuals
executing this Agreement are authorized to act on behalf of the applicable party hereto and have
the power to bind such party to the terms hereof When executed by each party, this Agreement
shall be deemed duly and validly executed and delivered by the party and shall constitute a legal,
valid and binding obligation of the Commission and Developer, enforceable in accordance with
its terms, except as the enforceability thereof may be limited by applicable law, bankruptcy,
insolvency or other laws of general application affecting the enforcement of creditors' rights and
by principles of equity.
4.6 Litigation. There are no actions, suits or proceedings pending, or to the actual
knowledge of Developer,threatened against or affecting Developer or its affiliates before any court
or governmental instrumentality or agency,the result of which might have a material adverse effect
on Developer or its operations or financial condition, or on the construction of the Project set forth
in this Agreement. There are no actions, suits or proceedings pending, or to the actual knowledge
of the Commission, threatened against or affecting the Commission, the City, or the Property
before any court or governmental instrumentality or agency, the result of which might have a
material adverse effect on the Commission or its ability to satisfy its obligations set forth in this
Agreement.
4.7 Approvals Necessary. Developer and the Commission acknowledge that both
parties' obligations hereunder are conditioned upon the approval of the Project, as needed by or
6
required of the Developer, by all necessary City agencies, bodies, and boards, and any other
necessary third party, including, without limitation, the approval of zoning changes and plat
approvals.
4.8 Other Documents. Each document furnished pursuant to this Agreement is a true
and correct copy thereof, has not been modified or amended and is in full force and effect on the
date hereof.
4.9 Accuracy of Representations and Warranties. None of the representations or
warranties set forth in this Agreement by either party or in any document or certificate furnished
pursuant to this Agreement or in connection with any transactions contemplated hereby, contains
or will contain any untrue statement of material fact or omits or will omit to state a material fact
necessary to make any statement of fact contained herein or therein,in light of circumstances under
which it was made, not misleading.
ARTICLE V
DEVELOPER COVENANTS
In addition to its other obligations set forth in this Agreement, Developer covenants to the
Commission the following:
5.1 Adherence to Infrastructure Plans. Developer shall complete the Project in
accordance with the Infrastructure Plans as approved by the Commission.
5.2 Insurance. Prior to the commencement of the Project and at all times thereafter
until the completion of the Project, Developer shall procure and maintain commercially customary
policies of insurance reasonably acceptable to the Commission, including, property and casualty
insurance and commercial general liability insurance.
5.3 Developmental Standards. Developer shall comply with and adhere to all laws,
and ordinances which are applicable to the Project and the Property. The parties acknowledge that
the completion of the Project requires the platting and rezoning of the Property, and, accordingly,
Developer will diligently seek such platting and rezoning.
5.4 Buildings and Improvements. Except as expressly provided herein, Developer
shall be responsible for overseeing all construction, operation, and maintenance of all buildings
and improvements within the boundaries of the Property, in accordance with all laws and
ordinances.
5.5 Project Costs. Except for the Commission Assistance provided to Developer in
accordance with the terms and conditions of this Agreement and the Purchase Agreement, all costs
of construction, maintenance, repair, taxes, assessments, insurance premiums, and any other
expenses relating to the Project shall be the responsibility of Developer.
7
5.6 Existence; Transfer. Developer shall maintain its existence in good standing in
the jurisdiction of its incorporation or organization and maintain its authority to transact business
in Indiana. Developer shall not transfer ownership of Property prior to the completion of the
Project without the prior written consent of Commission,which consent shall not be unreasonably
withheld, except that Developer may, without consent such consent transfer ownership of the
Property to(i)an affiliate of Developer or(ii)a homebuilder selected by Developer. This provision
shall not restrict the transfer of membership or other equity interests in Developer during the
Project.
5.7 Performance Bond. Prior to commencement of any site work, Developer shall
require that its contractor for the Project obtain a completion and performance bond issued by a
financial institution reasonably acceptable to the Commission in an amount equal to the total
outstanding cost of the Infrastructure Improvements.
ARTICLE VI
DEFAULT AND REMEDIES
6.1 The Commission's Default. Subject to Section 6.3, in the event that the
Commission fails to perform any of its obligations under this Agreement for any reason other than
Developer's default or the permitted termination of this Agreement by the Commission or
Developer as expressly provided in this Agreement, Developer shall be entitled, as its exclusive
remedies, to:
(a) terminate this Agreement by written notice to the Commission; and
(b) either
(i) receive from the Commission reimbursement for actual out-of-
pocket costs and expenses incurred by Developer as of the date of default relating
to the Infrastructure Improvements; or
(ii) compel the Commission to repurchase and reacquire the Property
from Developer in as-is condition via a quitclaim deed for a price equal to the
greater of(x) the purchase price under the Purchase Agreement, or (y) the then-
current as-improved fair market value of the Property as determined by an
independent MAI certified appraiser. If the Commission and Developer cannot
agree on an MAI certified appraiser within fifteen(15) days following Developer's
notice to the Commission of its election to exercise its rights under this Section to
compel the Commission's repurchase of the Property, then the Commission and
Developer shall each select their own independent MAI certified appraisers within
five (5) days of such impasse who shall, together, within five (5) days of such
8
selection, select a third mutually-agreeable independent MAI certified appraiser to
perform such appraisal, which shall be binding on the parties.
Except as expressly provided in this Section 6.1,Developer shall have no other remedies at law or
in equity.
6.2 Developer's Default. Subject to Section 6.3, in the event that Developer fails to
perform any of its obligations under this Agreement,including,without limitation,the completion
of Project by the Completion Deadline, for any reason other than the Commission's default or the
permitted termination of this Agreement by either the Commission or Developer as expressly
provided in this Agreement, the Commission shall be entitled, as its sole and exclusive remedy,to
terminate this Agreement by written notice to Developer and receive, as liquidated damages, an
amount not to exceed the then-current total amount of Closing Escrow Funds released to
Developer. The Commission shall have no other remedies at law or in equity.
6.3 Notice of Breach; Cure Period. Before any failure of any party to this Agreement
to perform its obligations under this Agreement shall be deemed to be a breach or event of default
under this Agreement, the party claiming such failure shall notify, in writing, the party alleged to
have failed to perform and shall demand performance. No breach or event of default under this
Agreement shall be deemed to have occurred if the party receiving notice of such a failure
hereunder cures such failure within thirty(30)days of receipt of such notice,or such longer period
as is reasonably necessary to complete such a cure so long as the party commences the curative
efforts within such thirty(30)day period and diligently pursues completion of the same;provided,
however, such cure period shall not exceed ninety(90)days. The parties' respective remedies set
forth in Section 6.1 and Section 6.2 are subject to the notice requirement and cure period set forth
in this Section 6.3.
6.4 Attorneys' Fees. In the event legal action is instituted by any party to enforce the
terms of this Agreement or which arises out of the execution of this Agreement, the prevailing
party in such legal action will be entitled to receive from the other party the prevailing party's
reasonable attorneys' fees and court costs,including the costs of appeal,as may be determined and
awarded by the court in which the action is brought. The term "prevailing party" shall include,
but not be limited to, a party who obtains legal counsel or brings an action against the other by
reason of the other's breach or default and obtains substantially the relief sought whether by
compromise, settlement, or judgment. The right to attorneys' fees shall survive the termination of
this Agreement.
ARTICLE VII
INDEMNITY
7.1 Indemnity.
9
7.1.1 Indemnification by Developer. Except as caused or occasioned by the
negligence or willful misconduct of the Commission, the City and any City agency,body,
and board, and their respective officers, employees, attorneys and agents (each a
"Commission Indemnitee" and, together, "Commission Indemnitees"), Developer
covenants and agrees at its expense to pay and to indemnify and save the Commission
Indemnitees harmless of, from and against, any and all claims, damages, demands,
expenses and liabilities relating to bodily injury, property damage, or any other claim or
loss resulting directly or indirectly from Developer's (and/or any of Developer's
employees, agents, attorneys or affiliates)negligence or willful misconduct with respect to
the Property and the Project. If any action or proceeding is brought against one or more
Commission Indemnitees, (i) each Commission Indemnitee may, in its sole discretion,
select its own counsel, (ii) the Commission Indemnitee(s) seeking indemnification shall
give notice of such action or proceeding to Developer in writing, and (iii) Developer shall
reimburse such Commission Indemnitee(s)for all reasonable costs and expenses,including
reasonable attorneys' fees,incurred by such Commission Indemnitee(s)in connection with
the defense of such action or proceeding.
7.1.2 Indemnification by the Commission. Except as caused or occasioned by the
negligence or willful misconduct of the Developer, and/or Developer's officers,
employees, attorneys and agents (each a "Developer Indemnitee" and, together,
"Developer Indemnitees"), the Commission covenants and agrees at its expense to pay and
to indemnify and save the Developer Indemnitees harmless of, from and against, any and
all claims, damages, demands, expenses and liabilities relating to bodily injury, property
damage, or any other claim or loss resulting directly or indirectly from the Commission's
(and/or the City and any City agency, body, and board, and the City's and the
Commission's respective officers, employees, attorneys and agents) negligence or willful
misconduct with respect to the Property and the Project. If any action or proceeding is
brought against one or more Developer Indemnitees, (i) each Developer Indemnitee may,
in its sole discretion, select its own counsel, (ii) the Developer Indemnitee(s) seeking
indemnification shall give notice of such action or proceeding to the Commission in
writing, and (iii) the Commission shall reimburse such Developer Indemnitee(s) for all
reasonable costs and expenses, including reasonable attorneys' fees, incurred by such
Developer Indemnitee(s) in connection with the defense of such action or proceeding.
7.2 No Joint Venture or Partnership. Nothing contained in this Agreement shall be
construed as creating either a joint venture or partnership relationship between the Commission
and Developer or any affiliate thereof.
ARTICLE VIII
GENERAL PROVISIONS
10
8.1 Time of Essence. Time is of the essence in the performance of this Agreement.
The parties shall make every reasonable effort to expedite the subject matters hereof(subject to
any time limitations described herein).
8.2 Amendment. This Agreement, and any exhibits attached hereto, may be amended
only by the mutual consent of the parties,by the adoption of an amendment approved in the same
manner as this Agreement, and by the execution of said amendment by the parties or their
successors in interest.
8.3 Merger. Except as otherwise expressly provided herein, this Agreement
supersedes all prior agreements, negotiations and discussions relative to the subject matter hereof
and is a full integration of the agreement of the Parties.
8.4 Severability. If any provision, covenant, agreement or portion of this Agreement
or its application to any person, entity or property, is held invalid, such invalidity shall not affect
the application or validity of any other provisions, covenants, agreements or portions of this
Agreement and, to that end, any provisions, covenants, agreements or portions of this Agreement
are declared to be severable.
8.5 Notices. All notices and requests required pursuant to this Agreement shall be
deemed sufficiently made if delivered via personal delivery,U.S. Mail,overnight courier, or by e-
mail, as follows:
Commission: Jeffersonville Redevelopment Commission
c/o Department of Redevelopment
500 Quartermaster Court, Suite 257
Jeffersonville, Indiana 47130
Attn: Rob Waiz, Director
Email: rwaiz@cityofjeff.net
With copy to: Jeffersonville Corporation Counsel
500 Quartermaster Court, Suite 250
Jeffersonville, Indiana 47130
Attn: Les Merkley
Email: lmerkley@CityofJeff.net
Developer: Develop Land LLC
3000 Shadow Lake Drive
Charlestown, Indiana 47111
Attn: Josh Hillman& Chris Jackson
Email:jhillman@dcdevelopco.com &chrisj@dcexc.com
With copy to: Frost Brown Todd LLP
400 West Market Street, Suite 3200
Louisville, Kentucky 40202-3363
11
Attn: Beau F. Zoeller&Jacob B. Vissing
Email: b fzo ell er@fbtl aw.corn &jvissing@fbtlaw.com
The foregoing addresses may be updated by the parties in writing to the other in same manner.
Mailed notices shall be deemed effective on the third day after mailing; all other notices shall be
effective when delivered.
8.6 Governing Law. This Agreement shall be construed in accordance with the laws
of the State of Indiana.
8.7 Assignment. Except as expressly permitted herein, the Property and Project (or
any part thereof) and the rights and obligations contained in this Agreement may not be assigned
or transferred by either party without the express prior written consent of the other party.
Notwithstanding, Developer may, without consent of the Commission, (i) assign this Agreement
to an affiliate of Developer to which Developer also transfers the Property and/or(ii) collaterally
assign this Agreement in favor of Developer's lender(s) in connection with Developer's financing
of the Purchase, the Project, and/or the Infrastructure Improvements.
8.8 No Third-Party Beneficiaries. Except as provided in Section 8.7 above, this
Agreement shall be deemed to be for the benefit solely of the parties hereto and shall not be deemed
to be for the benefit of any third party.
8.9 Effective Date. Notwithstanding anything herein to the contrary, this Agreement
shall not be effective until the Commission has approved or ratified the execution of this
Agreement at a public meeting.
8.10 Non-Discrimination. As required by I.C. 22-9-1-10, Developer shall not
discriminate against any employee or applicant for employment to be employed in the performance
of this Agreement with respect to the hire, tenure, terms, conditions or privileges of employment,
or any matter directly or indirectly related to employment, because of his or her race, religion
color, sex, disability, national origin, ancestry or veteran status. Breach of this covenant may be
considered a material breach of this Agreement.
8.11 No Investment Activities in Iran. As required by I.C. 5-22-16.5, the signature
entered on behalf of Developer below constitutes the Developer's certification that it is not
engaged in investment activities with the government of Iran or any agency or instrumentality of
the government of Iran, all as defined and regulated by I.C. 5-22-16.5.
8.12 Termination. In addition to the other provisions of this Agreement allowing the
termination of this Agreement for any reason, this Agreement shall automatically terminate and
be of no further force or effect on the date that is five (5) years after the date of this Agreement.
However, any provisions requiring compliance thereof by either the Commission or the Developer
(and any assignee or transferee) after any termination of this Agreement, those Sections herein
12
which specifically state their survival, and the following provisions shall survive any termination
of this Agreement: Section 2.2.2; Article VI; Article VII; and Article VIII. Any plat approvals,
zoning changes, variances, or other governmental permits and approvals obtained by Developer
with respect to the Property in connection with the Project shall not be deemed by the provisions
of this Agreement to automatically terminate as a result of the termination of this Agreement.
8.13 E-Verify. All terms defined in I.C. 22-5-1.7 et seq. are adopted and incorporated
into this Section 8.13. Pursuant to I.C.22-5-1.7 et seq.,Developer covenants to enroll in and verify
the work eligibility status of all of its employees using the E-Verify program, if it has not already
done so as of the date hereof. Within ten (10) days following full execution of this Agreement,
Developer shall execute an affidavit affirming that: (a) it is enrolled and is participating in the E-
Verify program; and (b) it does not knowingly employ any unauthorized aliens. In support of the
affidavit, Developer shall provide Commission with documentation that it has enrolled and is
participating in the E-Verify program. This Agreement shall not take effect until said affidavit is
signed by Developer and delivered to Commission's authorized representative.
8.14 No Waiver. No delay or failure by Developer, the Commission, or any City
agency, body, or board to enforce any of the covenants, conditions, reservations and rights
contained in this Agreement or to invoke any available remedy with respect to an event of default
by either party, shall under any circumstances be deemed or held to be a waiver or an estoppel to
assert any right available to it upon the occurrence, recurrence of continuation of any violation or
violations hereunder.
8.15 Force Majeure. Whenever performance is required of any party hereunder, such
party shall use all due diligence and take all necessary measures in good faith to perform the same;
provided, however, that if completion of performance shall be delayed at any time by reason of
pandemic, acts of God, war, civil commotion, riots, strikes, picketing, or other labor disputes,
unavailability of labor or materials, instances of extreme weather, or damage to work in progress
by reason of fire or other casualty, materially adverse economic changes affecting the housing
market or the home lending market, or similar causes beyond the reasonable control of a party
(other than financial reasons) (each a "Force Majeure Event"), then the time for performance as
herein specified shall be appropriately extended by the time of the delay actually caused by such
Force Majeure Event. If there should arise a Force Majeure Event and Developer or the
Commission anticipates that such Force Majeure Event will cause a delay in its performance under
this Agreement, then Developer or the Commission, as the case may be, shall provide written
notice to the other Party to this Agreement with the nature of and the anticipated length of such
delay.
8.16 Date of Performance. If the date of a deadline or date for performance of any act
under this Agreement falls on a Saturday, Sunday or federal holiday, the date for such deadline or
performance shall automatically be extended to the first succeeding business day that is not a
Saturday, Sunday or federal holiday.
13
8.17 Jurisdiction and Venue. Developer further agrees to and hereby submits to
jurisdiction before any state or federal court with jurisdiction in Clark County, Indiana, and
Developer hereby specifically waives any right to raise questions of personal jurisdiction or venue.
Developer waives, to the extent permitted under applicable law, any right Developer may have to:
(i) assert the doctrine of"forum non conveniens"; or(ii) object to venue.
8.18 Counterparts. This Agreement may be executed in several counterparts, by
separate signature pages, and/or by facsimile signatures,each of which may be deemed an original,
and all such counterparts, separate signature pages, and facsimile signatures together shall
constitute one and the same Agreement.
[Signature Page to Follow]
14
President, Scott Hawkins
Jeffersonville Redevelopment Commission
ATTEST:
4b,t/i-,/13
Secretary
Jeffersonville Redevelopment ission
IN WITNESS WHEREOF, Developer and the Commission have executed this Agreement
as of the Effective Date.
COMMISSION:
JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the
State of Indiana
Print: e.CS"
Title: ( ] •2 ml 2'(
DEVELOPER:
DEVELOP LAND LLC,
an Indiana limited lia+ility company
By: ./
Print: AIPENV
Title: _ `tTL-
Development Agreement—Signature Page
EXHIBIT A
Legal Description of Property
1613 East 8th Street, Jeffersonville, Indiana consisting of approx.. 8.801 acres +/- The subject
property is also identified as Lots 170 171 172 173 174 &22.5 of 109 Port Fulton, Grant 2 1.8163
Acres, Survey #2 2.2090 Acres, Survey#2 1.6261 Acres, combined acres of 8.801, Jeffersonville
Township, Clark County, Indiana. The following legal descriptions are from the public assessor
records. For purposes of the preparation of these descriptions, no surveys of the described real
estate were performed and no monuments were set.
TRACT NO. 2
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana,more
particularly described as follows: Beginning at a stone monument at the northern comer of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant(historical call); thence S. 35 deg. 20' E. 508.0' along said northeastern
line to a monument (historical call), said monument being a 4" x 4"monument, with a drill hole
in the center; thence S. 35 deg. 33' 59" E., 169.24' to a point, THE TRUE POINT OF
BEGINNING;thence continuing S. 35 deg. 33' 59" E.,205.74' to a point,said point being marked
by a steel pin set;thence S. 54 deg. 30' 00"W.,467.83' to a point marked by a steel pin set;thence
N. 35 deg. 30' 00" W., 205.74' to a point marked by a steel pin set; thence N. 54 deg. 30' 00" E.,
(basis of bearings) 467.59' to_a point, THE TRUE POINT OF BEGINNING, containing 2.2090
acres, more or less, being part of an original 8+ acre Eastlawn Elementary School Tract.
The above described tract being subject to all pertaining easements also, above described tract
shall have rights to two (2) ingress-egress, utility easements, each more particularly described as
follows: Being an ingress-egress, utility easement 35' wide and being part of Survey Number 2 of
Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern comer of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey Number 2 of the Illinois Grant
(historical call); thence S. 35 deg. 20' E., 508.0' along said northeastern line to a stone monument
(historical call), said monument being a 4" x 4" monument, with a drill hole in the center; thence
S. 35 deg. 33' 59"E., 374.98' to a point,THE TRUE POINT OF BEGINNING; thence continuing
S. 35 deg. 33' 59"E., 152.11' to a point, said point being marked by a steel pin set, said pin being
located in the apparent westerly right-of-way line of Eighth Street; thence with said apparent
westerly right-of-way line of Eighth Street S. 54 deg. 40' 47" W., 35.01' to a point; thence N. 35
deg. 30' 00" W., 152.00' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings) 34.84' to a
point, THE TRUE POINT OF BEGINNING.
Also being an ingress-egress, utility easement 30' wide and being part of Survey No. 2 of the
Illinois Grant, Jeffersonville, Clark County, Indiana more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey No. 2 of the Illinois Grant(historical
call); thence S. 35 deg. 20' E. 508.0' along said northeastern line to a stone monument(historical
call), said monument being a 4" x 4" monument, with a drill hole in the center; thence S. 35 deg.
33' 59" E., 527.09' to a point, said point being located in the apparent westerly right-of-way line
of Eighth Street; thence with said apparent westerly right-of-way line of Eighth Street S. 54 deg.
40' 47" W., 438.01' to a point, THE TRUE POINT OF BEGINNING; thence continuing S. 54
deg. 40' 47"W., 30.00' to a point marked by a steel pin set;thence N. 35 deg. 30' 00"W., 150.64'
to a point; thence N. 54 deg. 30' 00"E., (basis of bearings) 30.00' to a point; thence S. 35 deg. 30'
00" E., 150.64' to a point, THE TRUE POINT OF BEGINNING.
Above described tract shall also be subject to two (2) ingress-egress utility easements more
particularly described as follows: Being an ingress-egress, utility easement 35' wide and being
part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
Number 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E., 508.0' along said
northeastern line to a stone monument(historical call), said monument being a 4"x 4"monument,
with a drill hole in the center; thence S. 35 deg. 33' 59" E., 169.24' to a point,THE TRUE POINT
OF BEGINNING; thence continuing S. 35 deg. 33' 59" E., 205.74' to a point, said point being
marked by a steel pin set; thence S. 54 deg. 30' 00" W., 34.84' to a point; thence N. 35 deg. 30'
00"W., 205.74' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings) 34.60' to a point, THE
TRUE POINT OF BEGINNING; also being an ingress egress,utility easement 30' wide and being
part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant(historical call); thence S. 35 deg. 20' E., 508.0' along said northeastern
line to a stone monument (historical call), said monument being a 4" x 4" monument, with a drill
hole in the center; thence S. 35 deg. 33' 59" E., 374.98' to a point; thence S. 54 deg. 30' 00" W.,
437.83' to a point; THE TRUE PLACE OF BEGINNING; thence continuing S. 54 deg. 30' 00"
W., 30.00' to a point marked by a steel pin set; thence N. 35 deg. 30' 00" W., 205.74' to a point;
thence N. 54 deg. 30' 00" E. (basis of bearings) 30.00' to a point; thence S. 35 deg. 30' 00" E.,
205.74 to a point, THE TRUE POINT OF BEGINNING.
TRACT NO. 3
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana,more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant(historical call); thence S. 35 deg. 20' E. 508.0' along said northeastern
line to a monument (historical call), said monument being a 4" x 4"monument, with a drill hole
in the center;ithe True Point of Beginning; thence S. 35 deg. 33' 59" E. 169.24' to a point, said
point being marked by a steel pin set; thence S. 54 deg. 30' 00" W. 467.59' to a point marked by
a steel pin set; thence N. 35 deg. 30' 00" W. 169.24' to a point marked by a steel pin set; thence
N. 54 deg. 30' 00" E., (basis of bearings) 467.39' to a point, the True Point of Beginning,
containing 1.8163 acres more or less, being part of an original 8+ acre Eastlawn Elementary
School tract.
The above described tract being subject to all pertaining easements also, above described tract
shall have rights to two (2) ingress-egress, utility easements, each more particularly described as
follows: Being an ingress-egress, utility easement 35' wide and being part of Survey Number 2 of
Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey Number 2 of the Illinois Grant
(historical call); thence S. 35 deg. 20' E., 508.0' along said northeastern line to a stone monument
(historical call), said monument being a 4" x 4" monument, with a drill hole in the center; thence
S. 35 deg. 33' 59" E., 169.24' to a point,t the True Point of Beginning; thence continuing S. 35
deg. 33' 59"E.,357.85' to a point,said point being marked by a steel pin set,said pin being located
in the apparent westerly right-of-way line of Eighth Street; thence with said apparent westerly
right-of-way line of Eighth Street S. 54 deg. 40' 47" W., 35.01' to a point; thence N. 35 deg. 30'
00" W., 357.74' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings) 34.60' to a point, the
True Point of Beginning.
Also being an ingress-egress, utility easement 30' wide and being part of Survey Number 2 of the
Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey No.2 of the Illinois Grant(historical
call); thence S. 35 deg. 20' E. 508.0' along said northeastern line to a stone monument(historical
call), said monument being a 4" x 4" monument, with a drill hole in the center; thence S. 35 deg.
33' 59" E., 527.09' to a point, said point being located in the apparent westerly right-of-way line
of Eighth Street; thence with said apparent westerly right-of-way line of Eighth Street S. 54 deg.
40' 47"W., 438.01' to a point, the True Point of Beginning; thence continuing S. 54 deg. 40' 47"
W., 30.00' to a point marked by a steel pin set; thence N. 35 deg. 30' 00"W., 356.38' to a point;
thence N. 54 deg. 30' 00" E., (basis of bearings) 30.00' to a point; thence S. 35 deg. 30' 00" E.,
356.47' to a point, the True Point of Beginning.
TRACT NO. 4
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana,more
particularly described as follows: Beginning at a stone monument at the northern comer of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant(historical call); thence S. 35 deg. 20' E. 508.0' along said northeastern
line to a monument (historical call), said monument being a 4" x 4" monument, with a drill hole
in the center; thence5S. 54 deg. 30' 00" W., 467.39' to a point, the True Point of Beginning;
thence S. 35 deg. 30' 00" E., 525.62' to a point; said point being marked by a steel pin set, said
pin being located in the apparent westerly right- ofway line of Eighth Street; thence with said
apparent westerly right-of-way line of Eighth Street5S. 54 deg. 40' 47" W., 261.19' to a point
marked by a steel pin set; thence N. 35 deg. 30' 39" W., 524.80' to a point marked by a concrete
monument found; thence N. 54 deg. 30' 00" E.,(basis of bearings) 261.28' to a point, the True
Point of Beginning, containing 3.1497 acres more or less, being part of an original 8+ acre
Eastlawn Elementary School tract.
Parcel Nos: 10-20-00-200-731.000-010;
10-20-00-200-732.000-010;
10-20-00-200-733.000-010; and
10-20-00-200-734.000-010
EXHIBIT B
Subdivision Plan
_
~- x
a r ``, 1
% 1
.—` —
i z
I� 1
`\ N I ��
i_ � I
I I
t
I.
U w
1 -- " z
174
7 -- I — - `K
`t
_
< 71
l f
a
j � 1
I
y
'� 'ii �—� - 4�
I`
1
I
1
41 L-_T T-r -- - -- --- i i -
,, _ I 1- E
1C -41 f ` Zw44. IL' W" $ h'Fi
4. ,..•.
.. 1 ' i 9�
EXHIBIT C
Rendering
[*The Commission and Developer hereby agree to cooperate reasonably, diligently, and in good
faith to mutually agree to Renderings during the Due Diligence Period(as defined in the Purchase
Agreement)and further agree to addend this Agreement to incorporate said Renderings as Exhibit
C to the Agreement. The mutual approval of the Renderings, as memorialized via the
aforementioned addendum, shall be a precondition to the Commission's Requirement to provide
the Commission Assistance.]
EXHIBIT B
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of the
Effective Date, is made by and between JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the State of Indiana ("Seller"), and DEVELOP
LAND LLC, an Indiana limited liability company ("Purchaser"), upon the terms, provisions
and conditions set forth herein. The date this Agreement becomes executed by Purchaser and
Seller shall be the"Effective Date"hereof.
RECITALS
A. The City of Jeffersonville, Indiana (the "City") is the owner of the Property (as
hereafter defined). Seller and the City, acting by and through Seller, desire to promote the
redevelopment of the Property in order to increase neighboring land values, improve
surrounding aesthetics, enhance development, and facilitate the elimination of blight (the
"Redevelopment Plan").
B. Purchaser desires to develop the Property as a single-family residential
subdivision comprised of approximately 50 to 60 lots and construct, or cause to be constructed,
on the Property certain improvements, including, without limitation, single family homes and
infrastructure improvements necessary for the residential subdivision (and as more particularly
described in the Development Agreement, the"Project").
C. Seller and the City have determined that the Project serves, supports, and
accomplishes the Redevelopment Plan.
D. In order to carry out the Redevelopment Plan and Project, Seller desires to sell
and convey to Purchaser, and Purchaser desires to purchase and acquire from Seller, all of
Seller's right, title, and interest in and to the Property subject to, and in accordance with, the
terms and conditions of this Agreement.
E. As of even date herewith, in addition to this Agreement, Seller and Purchaser
have entered into that certain Development Agreement pursuant to which Seller has committed
to provide certain assistance to Developer in connection with the Project in accordance with
the terms and conditions thereof(the "Development Agreement"), a true and correct copy of
which is attached hereto as Exhibit B. As of the Effective Date hereof, the Development
Agreement is in full force and effect. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Development Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
covenants and obligations of the parties set forth in this Agreement, the parties hereby agree as
follows:
1. Purchase and Sale. Seller agrees to sell and convey to Purchaser and Purchaser
0152274.0785405 4874-0589-3551v6
agrees to purchase and accept from Seller, for the Purchase Price (as defined below), and on the
terms and conditions set forth herein(the"Transaction"),the following:
(a) Real Property. All right, title and interest in that certain land, having a
property address of 1613 East 8th Street, Jeffersonville, Indiana,bearing Parcel Numbers
10-20-00-200-731.000-010, 10-20-00-200-732.000-010, 10-20-00-200-733.000-010, and
10-20-00-200-734.000-010, and more particularly described on Exhibit A attached
hereto and incorporated herein (the "Real Property"); the final legal description of the
Real Property is to be provided by Title Company before Closing Date;
(b) Appurtenances. All rights, privileges, easements, hereditaments,
tenements and rights-of-way appurtenant to, or used in connection with, the beneficial
use and enjoyment of the Real Property, including, without limitation, all right, title and
interest, if any, of Seller in and to all water rights, open or proposed highways, streets,
roads, avenues, alleys, easements, strips, gores or rights-of-way in, on, across, in front of,
contiguous to, abutting, adjoining or otherwise benefiting the Real Property (collectively,
the "Appurtenances"); and
(c) Improvements. All improvements, buildings, structures and fixtures
located on the Real Property and all apparatus and fixtures owned by Seller and used in
connection with the operation or occupancy of the Real Property (collectively, the
"Improvements").
All of the items described in Sections 1(a), (b), and (c) above shall hereinafter be collectively
referred to as the"Property".
2. Purchase Price. In accordance with the terms and conditions of this Agreement,
Purchaser agrees to pay to Seller as the purchase price for the Property, subject to the
adjustments and prorations provided herein, EIGHT HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($850,000.00), less the costs and expenses incurred by Purchaser for the
Infrastructure Improvements (as such term is defined in the Development Agreement (the
"Purchase Price").
3. Payment of Purchase Price. The Purchase Price shall be paid to Seller by
Purchaser as follows:
(a) The Deposit.
(i) Within five (5) business days after the Effective Date, Purchaser
shall deliver Five Thousand and 00/100 Dollars ($5,000.00) in earnest money(the
"Deposit") to Escrow Holder to be held in escrow subject to the terms and
conditions hereof. Once the Deposit is deposited with the Escrow Holder the
Deposit shall be: (i) fully refundable to Purchaser pursuant to the terms and
conditions of this Agreement, or (ii) delivered to Seller in the event this
Agreement is terminated by reason of Purchaser's default or in the event this
Transaction closes and the Deposit is applied to the Purchase Price. In the event
this Agreement is terminated pursuant to Section 4 prior to the Purchaser
2
making the Deposit with the Escrow Holder, Purchaser's obligation to make the
Deposit shall terminate and there shall be no obligation to pay the Deposit to
Seller or Escrow Holder.
(ii) The escrow holder and title agent shall be First American Title
Insurance Company, National Commercial Services (the "Escrow Holder").
Promptly upon the parties' execution of this Agreement, if required by the Escrow
Holder, Purchaser and Seller shall duly execute and return to Escrow Holder an
escrow agreement reasonably acceptable to Purchaser, Seller, and the Escrow
Holder (the "Escrow Agreement"). Except as may otherwise be provided in the
Escrow Agreement, all interest accruing on the Deposit, if any, shall be held for
the account of the Purchaser. Seller and Purchaser agree Escrow Holder shall hold
and disburse the Deposit as a deposit against the Purchase Price and in accordance
with this Agreement and the Escrow Agreement.
(b) Closing Deposit. The amount of Eight Hundred Fifty Thousand and
00/100 Dollars ($850,000.00), as adjusted by the application of the Deposit and
prorations and credits specified herein, shall be deposited into escrow with the Escrow
Agent on the Closing Date (the amount to be paid under this subparagraph (b) being
herein called the "Closing Deposit"; together with the "Deposit", collectively, the
"Closing Escrow Funds"). The Closing Escrow Funds shall remain in escrow with
Escrow Agent pending joint authorization of Seller and Purchaser to release all or a
portion of the Closing Escrow Funds in accordance with the Development Agreement.
If, at the Completion Deadline(as defined in the Development Agreement, there remain
Closing Escrow Funds in escrow with Escrow Agent, then Escrow Agent shall release
such remaining Closing Escrow Funds to Seller.
4. Due Diligence.
(a) Due Diligence Period. Seller and Purchaser agree that Purchaser's
obligation to proceed with the Closing is subject to satisfaction, approval or waiver by
Purchaser, in its sole and absolute discretion, of all matters pertaining to the Property on
or before 11:59 p.m. (ET) on that date which is ninety (90) days after the Effective Date
(the"Due Diligence Period").
(b) Due Diligence Items. To the extent in Seller's possession or control, Seller
shall deliver to Purchaser on or before three (3)business days after the Effective Date all
of the Due Diligence Items set forth on Exhibit C attached hereto and incorporated
herein by this reference. Purchaser shall be authorized to contact third parties related to
any of the Due Diligence Items. Upon request, Seller shall assist with coordinating all
such communications. Purchaser may update its request for documents or information in
Seller's possession or control pertaining to the Property at any time.
(c) Right of Entry: Inspections. During the Due Diligence Period, Seller shall
provide Purchaser, and its agents, with access to the Property, in accordance with the
terms and conditions of this Section 4(c), in order for Purchaser to conduct such
inspections, tests, surveys, and studies as Purchaser may elect of the condition of the
3
Property, including, without limitation, inspection and testing for the presence of
hazardous materials, obtaining a survey, and for structural, mechanical, geological,
electrical and other physical and environmental conditions and/or characteristics of the
Property. Such access, inspections, tests, surveys, and studies shall be permitted and
conducted on the following terms and conditions:
(i) Purchaser shall pay for all such inspections, tests, surveys, and
studies ordered by Purchaser.
(ii) In connection with any entry by Purchaser or its agents, employees
or contractors onto the Property, Purchaser shall give Seller reasonable advance
notice of such entry and shall conduct such entry and any inspections in
connection therewith so as to reasonably minimize interference with Seller's use
of the Property.
(iii) Purchaser may only conduct physically invasive testing and
inspection of the Property upon prior consent of Seller, which consent shall not be
unreasonably withheld, conditioned, or delayed.
(iv) Except as otherwise provided in this Agreement, Purchaser shall
indemnify and hold Seller harmless from and against all costs, expenses,
damages, liabilities, liens or claims, including, without limitation, attorneys' fees
and court costs, directly related to any entry on the Property by Purchaser, its
agents, employees or contractors in the course of performing inspections, tests
and/or inquiries provided for under this Agreement, or resulting from any
conditions on the Property solely created by Purchaser's entry and testing (but not
including any claims resulting from the discovery or disclosure of pre-existing
physical or environmental conditions or the aggravation of pre-existing physical
or environmental conditions on, in, under or about the Property). Purchaser shall
restore the Property to substantially the same condition it was in prior to any
such testing or inspection by Purchaser within a reasonable time after such
testing or inspection is concluded. This obligation of Purchaser shall survive the
termination of this Agreement.
(d) Termination by Purchaser. Purchaser may, in Purchaser's sole and
absolute discretion, terminate this Agreement for any reason or no reason on or before the
expiration of the Due Diligence Period. If Purchaser elects to terminate this Agreement
pursuant to this Section, then Purchaser shall promptly notify Seller of such termination
whereupon this Agreement, and the obligations of the parties hereunder shall
immediately terminate and Purchaser shall receive a full refund of the Deposit. If
Purchaser does not terminate this Agreement on or before the expiration of the Due
Diligence Period in accordance with this Section, the Deposit shall be non-refundable
except as otherwise expressly provided in this Agreement.
5. Title Review.
(a) Title Documents.
4
(i) Purchaser may obtain a title commitment from a title insurance
company acceptable to Purchaser in its sole discretion (the "Title Company") to
issue an ALTA owner's policy of title insurance ("Owner's Policy") and an
ALTA lender's policy of title insurance ("Lender's Policy" together with the
Owner's Policy, individually and collectively, as applicable, the "Policy") for its
lender, if any, as applicable, covering the Property, and true, correct, and best
available copies of any and all instruments referred to in such title commitment as
constituting exceptions or restrictions upon the title of Seller in and to the
Property(collectively, "Title Commitment").
(ii) Purchaser may obtain a new or updated survey of the Property or
make Title Objections (as hereinafter defined) based on an existing survey of the
Property (any of the foregoing, the "Survey"; and together with the Title
Commitment, collectively, the"Title Documents").
(b) Title Review; Approval Period. Purchaser shall have the Due Diligence
Period to review the Title Documents and to deliver in writing to Seller its objection, in
its sole and absolute discretion, to the Title Documents or portions thereof (the "Title
Objection(s)"). Purchaser's failure to notify Seller in writing of its Title Objections on or
before the expiration of the Due Diligence Period shall constitute approval of the Title
Documents. If a Title Objection is delivered to Seller by Purchaser, Seller shall have five
(5) days after receipt of Purchaser's Title Objection to give Purchaser, with respect to
each Title Objection, (i) evidence satisfactory to Purchaser of the removal of the Title
Objection or that the Title Objection will be removed or cured on or before the Closing
(in which event such cure or removal shall be a covenant by Seller to cure or remove
prior to the Closing); or (ii) notice that Seller elects not to cure or remove such Title
Objection. Seller's failure to respond to Purchaser's Title Objection shall be deemed an
election by Seller to remove or cure such Title Objection. If Seller elects not to remove or
cure any Title Objection, Purchaser shall, within five (5) days after receiving notice of
Seller's election, either (i) waive such Title Objection and proceed with the Closing, or
(ii) terminate this Agreement by written notice to Seller and receive a full refund of the
Deposit. Notwithstanding anything to the contrary herein, Seller shall be obligated to
remove at or before the Closing Date, regardless of whether or not Purchaser shall
provide written notice of its objection to the same, any and all monetary encumbrances,
such as mortgages, deeds of trust,mechanic's and/or materialmen's liens,judgment liens,
lis pendens, any lien for unpaid taxes, assessments, utility, water, sewer or other
governmental charges (except to the extent included within the current property tax bill
for the Property that is not yet due), and any other lien or encumbrance granted, assumed
or suffered by or through Seller and securing the repayment of money or other claims
made against Seller or the Property(collectively, "Monetary Liens").
6. Conditions of Title. At the Closing, Seller shall convey to Purchaser marketable
title to the Property, insurable under the Policy at standard rates, by a recordable General
Warranty Deed, subject to no exceptions other than (i) those title exceptions permitted pursuant
to Section 5(b) above, and (ii) any exception as to property taxes for the then-current year and
subsequent years that are not yet due and payable(collectively, the"Permitted Exceptions").
5
7. Rezoning; Plat Approval.
(a) Rezoning. The Property is currently zoned"NS—Institutional Uses"under
the Jeffersonville Unified Development Ordinance. The Project requires a change of the
Property's zoning to "R3 — Single Family Residential — Small Lot" (the "Rezone").
Purchaser shall, and does have the right to, petition the necessary jurisdictional
authorities for the Rezone in its name, or in the name of Seller, and shall diligently pursue
the Rezoning to completion. Seller shall reasonably cooperate with Purchaser's efforts to
accomplish the Rezone, including, without limitation, signing any necessary consents and
speaking in favor of the Rezone at any public hearings and meetings.
(b) Plat Approval. The Project further requires the approval and recordation of
a subdivision plat in accordance with applicable law and ordinance (the "Plat
Approval"). Purchaser shall have the right to petition the necessary jurisdictional
authorities for the Plat Approval in its name, or in the name of Seller. Seller shall
reasonably cooperate with Purchaser's efforts to accomplish the Plat Approval, including,
without limitation, signing any necessary consents and speaking in favor of the Plat
Approval at any public hearings and meetings.
8. Representations&Warranties.
(a) Seller's Representations and Warranties. As of the Effective Date and
Closing Date, Seller represents and warrants to Purchaser as follows:
(i) Seller has received no notice from any governmental authority
with jurisdiction over the Property of any violation by the Property of any laws,
ordinances or regulations applicable to the Property, Seller and the Property is in
compliance with any past notices of past violations, and, to Seller's actual
knowledge, Seller and the Property are in compliance with all applicable laws
(whether or not any notices have been received). Seller shall immediately provide
Purchaser with a copy of any such notices received or knowledge of such non-
compliance obtained after the Effective Date.
(ii) There is no litigation ongoing, pending or, to Seller's actual
knowledge, threatened against Seller that arises out of the ownership of the
Property or otherwise against the Property.
(iii) No condemnation or eminent domain proceedings are pending
against the Property or, to Seller's actual knowledge, threatened against the
Property.
(iv) Seller a municipal body politic of the State of Indiana existing
under the laws of the State of Indiana. Seller or the City holds marketable, fee
simple title to the Property as of the Effective Date and Seller will hold
marketable, fee simple title to the Property on or before the Closing Date.
(v) This Agreement and all documents executed by Seller that are to
be delivered to Purchaser at the Closing are, or at the time of Closing will be, duly
6
authorized, executed and delivered by Seller, and are, or at the time of Closing
will, be legal, valid and binding obligations of Seller, and do not, and at the time
of Closing, will not, violate any provisions of any contract or judicial order to
which Seller is a party or to which Seller is subject. Seller has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and to perform Seller obligations under this Agreement.
(vi) All Due Diligence Items provided to Purchaser are true, correct
and complete copies of such items. None of the Due Diligence Items provided to
Purchaser have been amended or modified except as disclosed in writing to
Purchaser.
(vii) There are no contracts or agreements relating to the ownership,
operation and maintenance of the Property that will: (A)prevent Closing; (B) give
rise to a lien on the Property; or(C) survive Closing.
(viii) Except for Hazardous Materials used or stored in de-minimis
amounts at the Real Property as cleaning or office supplies in accordance with
applicable Environmental Laws, to Seller's actual knowledge: (1) there are no
Hazardous Materials present on the Property; (2) the Property is not now being,
and never has been, used for the generation, transportation, treatment, storage or
disposal of any Hazardous Materials, except for a permanently out of use
underground storage tank located on the Property; (3) there have never been any
release of Hazardous Materials from or onto the Property; and (4) there are no
violations of any Environmental Laws relating the Property. For purposes of this
Agreement, the term "Hazardous Materials" shall mean any substance,
chemical, waste product, underground storage tank or other material which is
listed, defined, or otherwise identified as "hazardous" or "toxic" or as a
"hazardous material" or "hazardous substance" or otherwise regulated for health
or environment concerns under any federal, state, local or administrative agency
law, regulation, rule or ordinance (collectively, "Environmental Laws"),
including, without limitation, formaldehyde, urea, polychlorinated biphenyls,
petroleum, petroleum product or by-product, crude oil, natural gas, natural gas
liquids, liquefied natural gas or synthetic gas usable for fuel or mixture thereof,
radon, asbestos or underground storage tanks.
(ix) The Property is currently, and at Closing will be, in good condition
and repair in all respects, and there are no defects in the Property, latent or
otherwise.
(x) There are no claims of unpaid contractors, materialmen, or
laborers, which could result in a lien on the Property.
(xi) Seller is not a "foreign person"; and, on the Closing Date, Seller
will provide Purchaser with a "non-foreign affidavit" in form reasonably
acceptable to Purchaser's counsel, all within the meaning of the Foreign
Investment in Real Property Tax act as codified in Section 1445 of the Internal
7
Revenue Code of 1954, as amended.
(xii) There are no leases, occupancy agreements, options to purchase, or
rights of first refusal affecting the Property.
(b) Purchaser's Representations and Warranties. Purchaser hereby represents
and warrants that:
(i) Purchaser is a limited liability company formed under the laws of
the State of Indiana, with full right, power and authority to take title to the
Property and to enter into and otherwise perform and comply with the terms of
this Agreement.
(ii) This Agreement and all documents executed by Purchaser that are
to be delivered to Seller at Closing are, or at the time of Closing will be, duly
authorized, executed and delivered by Purchaser and will be, legal, valid and
binding obligations of Purchaser and do not, and at the time of Closing will not,
to the actual knowledge of Purchaser, violate any provisions of any contract or
judicial order to which Purchaser is a party or to which Purchaser is subject.
(c) Survival. Any cause of action of a party for a breach of the
representations, warranties or covenants described in Sections 8(a) and 8(b) above or
Section 9 below shall survive for a period of one (1) year following the Closing Date (the
"Survival Period"), at which time such representations, warranties, and covenants (and
any cause of action resulting from a breach thereof not then in litigation) shall terminate.
The Survival Period shall only apply to those representations, warranties and covenants
described in Sections 8(a), 8(b) and 9 and elsewhere in this Agreement where it is
expressly stated the Survival Period shall apply. This Section 8(c) shall survive the
Closing.
9. Seller's Covenants. Between the Effective Date and the Closing or earlier
termination of this Agreement, Seller covenants and agrees:
(a) Seller shall maintain and operate the Property: (i) in the same manner in
which Seller is currently operating and maintaining the Property (subject to restrictions
set forth herein); (ii) in compliance with all applicable laws; and (iii) in a good and
professional manner consistent with Seller's current practice; provided, however, to the
extent there is a conflict between the foregoing, Seller shall comply by operating and
maintaining the Property in the highest standard thereby required. The foregoing
includes, without limitation, Seller's obligation to pay all expenses relating to the
Property as they become due.
(b) Seller shall maintain casualty, liability and hazard insurance as are in
effect as of the Effective Date.
(c) Seller shall not sell, mortgage, pledge, hypothecate, grant, or otherwise
transfer or dispose of the Property or any interest therein or part thereof, nor shall Seller
initiate, consent to, approve or otherwise take any action with respect to zoning or any
8
other governmental rules or regulations applicable to the Property without the prior
written consent of Purchaser, in Purchaser's sole discretion.
(d) Seller shall not enter into any leases or other occupancy agreements
without the prior written consent of Purchaser, in Purchaser's sole discretion.
(e) Seller shall promptly notify Purchaser of any change in the physical
condition of any portion of the Property or any change which impacts the economic
value of the Property of which the Seller acquires actual knowledge after the Effective
Date.
(f) Seller shall not take any action or make any omission which would
breach any of the representations and warranties made by Seller herein.
(g) Seller shall not solicit, obtain, negotiate, document, send, receive, or
discuss any offers or backup offers for the Property as long as this Agreement is in effect.
Such restriction includes, without limitation, the delivery of due diligence materials to
other parties, meeting or discussing with same in connection with the Property, or
allowing other parties to access to the Property.
10. Closing Conditions. The obligation of Purchaser to render performance under
this Agreement is subject to the following conditions precedent (and conditions concurrent, with
respect to deliveries to be made by the parties at Closing) ("Purchaser's Conditions"), which
conditions may be waived, or the time for satisfaction thereof and the Closing Date extended up
to five (5) days, by Purchaser only in a writing executed by Purchaser; provided, however, that
any such extension shall not affect Purchaser's ability to pursue any remedy Purchaser may have
with respect to any breach hereunder by Seller:
(a) Between the Effective Date and the Closing Date, there shall be no
material adverse change in the condition or value of the Property.
(b) Unless Purchaser elects to have a service contract assigned to it at Closing,
in its sole and absolute discretion, Seller shall, at its expense, terminate all other service
contracts at or prior to the Closing.
(c) All of Seller's representations and warranties set forth in this Agreement
are true in all respects, Seller has performed all of Seller covenants and agreements set
forth in this Agreement, and Seller is not otherwise in default under this Agreement.
(d) Seller shall have delivered all documents and items to be delivered by
Seller pursuant to Section 12(b) of this Agreement on or prior to the Closing Date.
(e) The Title Company is irrevocably committed to issue an Owner's Policy
and Lender's Policy (if applicable), for the Property upon the Closing with endorsements
as Purchaser and/or its lender reasonably require, subject only to the Permitted
Exceptions.
(f) The Rezoning shall have been effectuated (provided Purchaser has
9
diligently pursued the same).
(g) The Development Agreement shall be in full force and effect with no
uncured continuing defaults thereunder.
(h) A residential tax increment finance (TIF) district including the Property
has been created to allow Seller's performance of its obligations under the Development
Agreement.
If any of Purchaser's Conditions have not been fulfilled as of the Closing Date, Purchaser may,
in its sole and absolute discretion, either waive such condition and proceed to the Closing
pursuant to this Agreement, or terminate this Agreement, in which event (i) the entire Deposit
shall promptly be released and returned to Purchaser, and (ii) neither party shall thereafter have
any rights or obligations to the other hereunder, other than pursuant to any provision hereof that
expressly survives the termination of this Agreement. Notwithstanding the foregoing, if any
Purchaser's Condition is not satisfied due to a default on the part of the Seller, then Purchaser
shall also have the rights and remedies set forth in Section 14 and elsewhere in this Agreement or
otherwise available at law or in equity.
11. [Reserved].
12. Closing.
(a) Close of Purchase/Sale. The closing of the purchase and sale of the
Property pursuant to this Agreement (the "Closing") shall take place thirty (30) days
after the expiration of the Due Diligence Period or such earlier date as mutually agreed
by both Purchaser and Seller (the"Closing Date").
(b) Seller's Deliveries. On or before the Closing Date, Seller shall cause to be
delivered to Escrow Holder, or to Purchaser if indicated so below, the following:
(i) A General Warranty Deed, in substantially the form attached
hereto as Exhibit D (the "Deed"), conveying to Purchaser the Real Property,
Appurtenances and Improvements in fee simple absolute, subject only to the
Permitted Exceptions;
(ii) An Indiana Sales Disclosure Form, as promulgated by the Indiana
Department of Local Government Finance (the"Sales Disclosure");
(iii) A closing statement, in form and substance reasonably approved
by the parties (the"Closing Statement");
(iv) A resolution of the Commission authorizing the Transaction, this
Agreement, and the Development Agreement duly adopted at a public meeting in
accordance with applicable law;
(v) A certificate of Seller, in substantially the form attached hereto as
Exhibit E, affirming the representations and warranties of Seller hereunder
10
remain true and correct and further affirming the Development Agreement
remains in full force and effect with no uncured defaults thereunder (the "Seller
Certificate");
(vi) Any other documents, instruments, records, correspondence or
agreements called for hereunder which have not previously been delivered, or
which are reasonably required by Title Company or otherwise contemplated to
consummate the purchase of the Property in accordance with the terms hereof,
including, without limitation, authorizing resolutions, a "foreign person"
affidavit, an owner's affidavit and indemnity agreement, and an IRS form 1099-
S; and
(vii) Possession of and access to the Property shall be delivered to
Purchaser.
(c) Purchaser's Deliveries. On or before the Closing Date, Purchaser shall
cause to be delivered to Escrow Holder the following:
(i) The Closing Deposit;
(ii) A signed counterpart to the Sales Disclosure;
(iii) A duly adopted resolution authorizing the Purchaser's acquisition
of the Property;
(iv) A signed counterpart to the Closing Statement; and
(v) Any other documents, instruments, records, correspondence or
agreements called for hereunder which have not previously been delivered, or
which are reasonably required by Title Company or otherwise contemplated to
consummate the purchase of the Property in accordance with the terms hereof.
(d) Escrow Holder's Deliveries. When the Escrow Holder has timely received
all documents and funds identified in Section 12, has satisfied all of the conditions for
Closing, is positioned to issue the Owner's Policy and Lender's Policy (if applicable),
and has received written notification from Purchaser, Seller, and Purchaser's lender (if
applicable), which can be provided via email from their respective counsel, that all
conditions to Closing have been satisfied or waived, then, and only then, the Escrow
Holder shall Close this transaction by performance of the following: (i) issue the Owner's
Policy and Lender's Policy (if applicable), (ii) record the fully executed and
acknowledged Deed in the applicable land records, (iii) deliver to Purchaser the fully
executed Seller Certificate, and (iv) deliver to Seller the Purchase Price (as adjusted for
prorations, Seller's share of closing costs and otherwise as provided herein).
(e) Closing Costs. Each party shall pay the costs and expenses that are
customarily paid by a purchaser or seller, as applicable, in a commercial real estate
transaction in the locality where the Property is located, except the following costs (the
"Closing Costs") shall be allocated as follows:
11
(i) At Closing, Seller shall be responsible for payment of the
following items: (i) Seller's attorneys' fees, (ii) all transfer taxes due as a result of
the sale of the Property, if any, (iii) one-half of any escrow or closing fee charged
by the Escrow Holder; (iv) the pay-off amounts, pre-payment penalties, recording
fees, and other costs of removing and releasing all Monetary Liens and other title
exceptions that are not Permitted Exceptions hereunder; (v) the cost of preparing
the Deed; and (vi) the commission for any broker or listing agent hired by Seller
in connection with the Transaction.
(ii) At Closing, Purchaser shall be responsible for payment of the
following items: (i) the cost of the due diligence inspections, tests, and studies
that Purchaser conducts, (ii) Purchaser's attorney's fees, (iii) the cost of any
endorsements to Purchaser's Owner's Policy, (iv) the costs of the title search, (v)
the fee for recording the Deed in the land records, and (vi) one-half of any escrow
or closing fee charged by the Escrow Holder.
(iii) In the event this Agreement is terminated prior to Closing, the
parties shall still be responsible for any of the Closing Costs that are still owed
despite the Transaction not Closing. The obligations of this Section 12(e) shall
survive the termination of this Agreement or the Closing.
(f) Pro Rations. At Closing, all delinquent real estate taxes or assessments
on the Property, if any, will be paid in full by Seller, together with all penalties and
redemption charges. All unpaid non-delinquent real and personal property taxes and
assessments on the Property assessed for the year prior to the year in which Closing
occurs and payable in the year in which Closing Occurs, if any, will be paid by Seller.
Real and personal property taxes and assessments assessed for the year in which
Closing occurs and payable in year following the year in which Closing occurs,
affecting the Property shall be prorated as the Closing Date based on the most recent
tax assessment information available from the assessor's office, with Seller being
responsible for the pre-Closing tax proration amount and Purchaser being solely
responsible for all taxes and assessments from the Closing Date and thereafter. All
other income and expenses arising from the ownership of the Property, if any, shall be
prorated as of the Closing Date. This Section 12(f) shall survive the Closing.
13. Brokers. Seller and Purchaser each represent and warrant to the other that it has
not used any other real estate broker or salesperson in connection with this sale. Any party to this
Agreement through whom a claim to any broker's, finder's or other fee is made, contrary to the
representations made in this Section 13, shall indemnify, defend and hold harmless the other
party to this Agreement from any loss, liability, damage, cost or expense, including, without
limitation, reasonable attorney's fees, court costs and other legal expenses paid or incurred by the
other party, that is in any way related to such a claim. This Section 13 shall survive Closing or
termination of this Agreement.
14. Default.
(a) If the Seller defaults hereunder and fails to cure same within ten (10)
12
days after receiving notice from Purchaser of said default, then, at Purchaser's option:
(i) Purchaser may terminate this Agreement and the entire Deposit shall be returned, in
full, to Purchaser and Seller shall promptly reimburse Purchaser for reasonable and
actual out-of-pocket due diligence costs and expenses, including, without limitation,
reasonable attorneys' fees, incurred by Purchaser, up to a maximum of Fifty Thousand
and 00/100 Dollars ($50,000.00), or(ii) Purchaser shall have the right to bring an action
against Seller for specific performance, including the right to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement.
(b) If the Purchaser defaults hereunder and fails to cure same within ten (10)
days after receiving notice from Seller of said default, then, Seller's sole remedy shall
be the forfeit by Purchaser of the Deposit (to the extent deposited with the Escrow
Holder at the time of default)to Seller, as liquidated damages, and this Agreement shall
be null and void. THIS PROVISION FOR LIQUIDATED DAMAGES HAS BEEN
SPECIALLY BARGAINED AND IS AN ESSENTIAL TERM OF THIS
AGREEMENT IN LIGHT OF THE DIFFICULTY IN CALCULATING SELLER'S
ACTUAL DAMAGES HEREUNDER IN THE EVENT OF BREACH BY
PURCHASER. Except as otherwise expressly provided herein, Seller hereby
unconditionally and irrevocably waives, to the greatest extent permitted by law, any
claim for monetary damages against Purchaser arising as a result of a default or
misrepresentation by Purchaser hereunder, which waiver will survive the termination of
this Agreement and the Closing.
(c) As a condition precedent to either party being required to proceed with the
Closing, the other party shall not be in default hereunder. In the event one party gives the
default notice provided in subparagraphs (a) and (b) above (as applicable) to the other
party prior to the Closing,the Closing Date shall be extended, as necessary, to provide for
the 10-day cure period provided above. In the event the defaulting party fails to cure
within such 10-day period, the non-defaulting party may proceed with its remedies as
provided above. In the event the defaulting party cures within said 10-day period, the
parties shall proceed with the Closing and the Closing Date shall be the later of the
originally planned Closing Date or two (2) business days following the date when notice
of the default being cured is delivered to the non-defaulting party.
(d) This Section 14 shall survive the termination of this Agreement. Any
default hereunder prior to the termination of this Agreement or the Closing shall likewise
survive same for one year thereafter.
15. Loss by Fire or Other Casualty; Condemnation. All risk of loss to the
Property shall remain upon Seller until the conclusion of the Closing. If, before Closing, any
material and substantial portion of the Property (which for purposes of this Agreement, shall
mean any portion of the Property which costs more than $25,000.00 to repair and/or restore) is
damaged by fire or other casualty, or if any material and substantial portion of the Property is
taken or formally threatened by eminent domain, or if there is a material and substantial
obstruction of access by virtue of a taking by eminent domain, Seller shall, within five (5) days
of such damage or taking, notify Purchaser thereof and Purchaser shall have the option, in its
13
sole discretion, to:
(a) terminate this Agreement upon notice to Seller given within ten (10)
days after receipt of such notice from Seller, in which event, the Deposit shall be
refunded to Purchaser; or
(b) proceed with the purchase of the Property, in which event Seller shall
assign to Purchaser all of Seller's right, title and interest in and to all amounts due to or
collected by Seller under any insurance policies or as condemnation awards, as well as
remit to Purchaser the deductible under such insurance policies. Seller shall not settle
any insurance claim without Purchaser's prior written approval.
16. Attorneys' Fees; Jury Trial Waiver. Any party to this Agreement who is the
prevailing party in any legal proceeding against the other party brought in connection with this
Agreement or transaction shall be additionally entitled to recover court costs and reasonable
attorneys' fees, and all other litigation expenses, including deposition costs, travel and expert
witness fees, from the non-prevailing party. In the event of any litigation between the parties
relating to this Agreement or the Property, both PURCHASER AND SELLER WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY SUCH LITIGATION.
17. Notices. Any notice required or permitted to be given or delivered under this
Agreement shall be in writing and (i) personally delivered, (ii) sent by United States registered or
certified mail, postage prepaid, return receipt requested, (iii) sent by Federal Express or similar
nationally recognized overnight courier service, or (iv) transmitted by facsimile or electronic
mail transmission. Such notice shall be deemed to have been given or delivered upon the date
such notice is sent in accordance with this Section 17. For the purposes of notice, the addresses
of the parties shall be as follows:
Seller: Jeffersonville Redevelopment Commission
c/o Department of Redevelopment
500 Quartermaster Court, Suite 257
Jeffersonville, Indiana 47130
Attn: Rob Waiz, Director
Email: rwaiz@cityofjeff.net
With copy to: Jeffersonville Corporation Counsel
500 Quartermaster Court, Suite 250
Jeffersonville, Indiana 47130
Attn: Les Merkley
Email: lmerkley@Cityofleff.net
Purchaser: Develop Land LLC
3000 Shadow Lake Drive
Charlestown, Indiana 47111
Attn: Josh Hillman& Chris Jackson
Email:jhillman@dcdevelopco.com &chrisj@dcexc.com
14
With copy to: Frost Brown Todd LLP
400 West Market Street, Suite 3200
Louisville, Kentucky 40202-3363
Attn: Beau F. Zoeller&Jacob B. Vissing
Email: bfzoeller@fbtlaw.com &jvissing@fbtlaw.com
Escrow Agent: First American Title Insurance Company
National Commercial Services
Regions Tower Building
211 N Pennsylvania Street, Ste 1250
Indianapolis, Indiana 46204
Attn: Roy Seland, Esq.
Email: rseland@firstam.com
or such other address as either party may from time to time specify in writing delivered to the
other in accordance with this Section 17. Notices provided by either parties' counsel shall be
treated as being provided by that respective party.
18. Integration. This Agreement contains the complete agreement between the
parties and cannot be varied except by the written agreement of the parties. The parties agree that
there are no oral agreements, understandings, representations or warranties that are not expressly
set forth herein.
19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, representatives, successors and assigns
where permitted by this Agreement.
20. Assignment. Purchaser may assign this Agreement and all rights hereunder to any
affiliate of Purchaser in its sole discretion without consent from Seller. Purchaser may assign
this Agreement and all rights hereunder to any other third-party only with prior written consent
of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed. Seller
may not assign this Agreement.
21. [Reserved].
22. Governing Law. This Agreement shall be governed, construed and enforced
under and in accordance with the laws of the State of Indiana.
23. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein.
24. Exhibits. All exhibits (if any) attached hereto are incorporated herein by this
reference.
15
25. Interpretation. As used in this Agreement, the words "person" or "entity" shall
mean, where appropriate, an individual and/or an entity. The word "including" followed by any
specific item(s) is deemed to refer to examples rather than to be words of limitation. The plural
shall be substituted for the singular and the singular for the plural, where appropriate. Words of
gender shall include any other gender. The heading contained in this Agreement are inserted only
as a matter of convenience and reference and do not affect, define, limit or describe the scope or
intent of any provision of this Agreement. Time is of the essence in each and every instance here
and with respect to the covenants, undertakings and conditions to be performed hereunder. In
addition to the Sections which expressly provide for their survival, the provisions of Sections 16,
18, 19, 22, 23, 24, 25, 26, 27, 28, and 30 shall survive the termination of this Agreement and the
Closing.
26. Date of Performance. If the date of a deadline or date for performance of any act
under this Agreement falls on a Saturday, Sunday or federal holiday, the date for such deadline
or performance shall automatically be extended to the first succeeding business day that is not a
Saturday, Sunday or federal holiday. Promptly following the execution of this Agreement,
Seller and Purchaser or their counsel shall confirm via email all material dates and deadlines
under this Agreement.
27. Legally Binding. This Agreement is intended to be a legally binding agreement.
This Agreement constitutes the entire agreement between the parties and their real estate agents,
there being no oral contracts, representations, conditions, or warranties, express or implied, in
addition to this Agreement.
28. Waiver. No waiver by Purchaser or Seller of a breach of any of the terms,
covenants and conditions of this Agreement by the other party shall be construed or held to be a
waiver of any succeeding or preceding breach of the same or any other term, covenant or
condition herein contained. No waiver of any default by Purchaser or Seller hereunder shall be
implied from any omission by the other party to take any action on account of such default if
such default persists or is repeated. Any waiver of any term, covenant or condition of this
Agreement or a breach thereof must be expressly made in a signed writing, and no express
waiver shall affect a default other than as specified in such waiver.
29. Further Instruments. Each party will, whenever and as often as it shall be
requested so to do by the other, cause to be executed, acknowledged or delivered any and all
such further instruments and documents as may be necessary or proper, in the reasonable opinion
of the parties, in order to carry out the intent and purpose of this Agreement, but not expand the
obligation of either party hereunder. This Section 29 shall survive the Closing for the Survival
Period.
30. Counterparts; Facsimile/Electronic Signatures. This Agreement may be
executed in any number of counterparts,provided each of the parties hereto executed at least one
counterpart; each such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement. This Agreement may be executed
manually or electronically. Executed counterparts of this Agreement may be exchanged
physically or electronically.
16
31. Execution. Submission of this form of this Agreement for examination shall not
bind either party in any manner nor be construed as an offer to sell or purchase, and no contract
or obligations for either party shall arise until this instrument is executed by both Seller and
Purchaser.
[Signature Page to Follow]
17
IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement effective
as of the Effective Date, but actually on the dates set forth below.
PURCHASER:
DEVELOP LAND LLC,
an Indiana limited iability company
By:
Print: Lt.1,
Title: tti
Date: 111 ok). , 2024
SELLER:
JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the
State jo�f Indiana,
By: �&1 V\A-)
Name: trwit6:411)X1,1,11))
Title: rLI µ'b
Date: Lt 1 , 2024
Signature Page—Purchase and Sale Agreement
Exhibit A
Legal Description
1613 East 8th Street, Jeffersonville, Indiana consisting of approx.. 8.801 acres +/- The subject
property is also identified as Lots 170 171 172 173 174 & 22.5 of 109 Port Fulton, Grant 2
1.8163 Acres, Survey #2 2.2090 Acres, Survey #2 1.6261 Acres, combined acres of 8.801,
Jeffersonville Township, Clark County, Indiana. The following legal descriptions are from the
public assessor records. For purposes of the preparation of these descriptions, no surveys of the
described real estate were performed and no monuments were set.
TRACT NO. 2
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E. 508.0' along said
northeastern line to a monument (historical call), said monument being a 4" x 4" monument,
with a drill hole in the center; thence S. 35 deg. 33' 59" E., 169.24' to a point, THE TRUE
POINT OF BEGINNING; thence continuing S. 35 deg. 33' 59" E., 205.74' to a point, said point
being marked by a steel pin set; thence S. 54 deg. 30' 00" W., 467.83' to a point marked by a
steel pin set; thence N. 35 deg. 30' 00" W., 205.74' to a point marked by a steel pin set; thence
N. 54 deg. 30' 00" E., (basis of bearings) 467.59' to a point, THE TRUE POINT OF
BEGINNING, containing 2.2090 acres, more or less, being part of an original 8+ acre Eastlawn
Elementary School Tract.
The above described tract being subject to all pertaining easements also, above described tract
shall have rights to two (2) ingress-egress, utility easements, each more particularly described as
follows: Being an ingress-egress, utility easement 35' wide and being part of Survey Number 2
of Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey Number 2 of the Illinois Grant
(historical call); thence S. 35 deg. 20' E., 508.0' along said northeastern line to a stone
monument (historical call), said monument being a 4" x 4" monument, with a drill hole in the
center; thence S. 35 deg. 33' 59" E., 374.98' to a point, THE TRUE POINT OF BEGINNING;
thence continuing S. 35 deg. 33' 59" E., 152.11' to a point, said point being marked by a steel
pin set, said pin being located in the apparent westerly right-of-way line of Eighth Street; thence
with said apparent westerly right-of-way line of Eighth Street S. 54 deg. 40' 47" W., 35.01' to a
point; thence N. 35 deg. 30' 00" W., 152.00' to a point; thence N. 54 deg. 30' 00" E. (basis of
bearings) 34.84' to a point, THE TRUE POINT OF BEGINNING.
Also being an ingress-egress, utility easement 30' wide and being part of Survey No. 2 of the
Illinois Grant, Jeffersonville, Clark County, Indiana more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey No. 2 of the Illinois Grant
Exhibit A
(historical call); thence S. 35 deg. 20' E. 508.0' along said northeastern line to a stone
monument (historical call), said monument being a 4" x 4" monument, with a drill hole in the
center; thence S. 35 deg. 33' 59" E., 527.09' to a point, said point being located in the apparent
westerly right-of-way line of Eighth Street; thence with said apparent westerly right-of-way line
of Eighth Street S. 54 deg. 40' 47" W., 438.01' to a point, THE TRUE POINT OF
BEGINNING; thence continuing S. 54 deg. 40' 47" W., 30.00' to a point marked by a steel pin
set; thence N. 35 deg. 30' 00" W., 150.64' to a point; thence N. 54 deg. 30' 00" E., (basis of
bearings) 30.00' to a point; thence S. 35 deg. 30' 00" E., 150.64' to a point, THE TRUE POINT
OF BEGINNING.
Above described tract shall also be subject to two (2) ingress-egress utility easements more
particularly described as follows: Being an ingress-egress, utility easement 35' wide and being
part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
Number 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E., 508.0' along said
northeastern line to a stone monument (historical call), said monument being a 4" x 4"
monument, with a drill hole in the center; thence S. 35 deg. 33' 59" E., 169.24' to a point, THE
TRUE POINT OF BEGINNING; thence continuing S. 35 deg. 33' 59" E., 205.74' to a point,
said point being marked by a steel pin set; thence S. 54 deg. 30' 00"W., 34.84' to a point; thence
N. 35 deg. 30' 00" W., 205.74' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings) 34.60'
to a point, THE TRUE POINT OF BEGINNING; also being an ingress egress, utility easement
30' wide and being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County,
Indiana, more particularly described as follows: Beginning at a stone monument at the northern
corner of said Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line
of said Survey No. 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E., 508.0' along
said northeastern line to a stone monument (historical call), said monument being a 4" x 4"
monument, with a drill hole in the center; thence S. 35 deg. 33' 59" E., 374.98' to a point;
thence S. 54 deg. 30' 00" W., 437.83' to a point; THE TRUE PLACE OF BEGINNING; thence
continuing S. 54 deg. 30' 00" W., 30.00' to a point marked by a steel pin set; thence N. 35 deg.
30' 00"W., 205.74' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings) 30.00' to a point;
thence S. 35 deg. 30' 00" E., 205.74 to a point, THE TRUE POINT OF BEGINNING.
TRACT NO. 3
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E. 508.0' along said
northeastern line to a monument (historical call), said monument being a 4" x 4" monument,
with a drill hole in the center;ithe True Point of Beginning; thence S. 35 deg. 33' 59" E. 169.24'
to a point, said point being marked by a steel pin set; thence S. 54 deg. 30' 00" W. 467.59' to a
point marked by a steel pin set; thence N. 35 deg. 30' 00" W. 169.24' to a point marked by a
steel pin set; thence N. 54 deg. 30' 00" E., (basis of bearings) 467.39' to a point, the True Point
Exhibit A
of Beginning, containing 1.8163 acres more or less, being part of an original 8+ acre Eastlawn
Elementary School tract.
The above described tract being subject to all pertaining easements also, above described tract
shall have rights to two (2) ingress-egress, utility easements, each more particularly described as
follows: Being an ingress-egress, utility easement 35' wide and being part of Survey Number 2
of Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey Number 2 of the Illinois Grant
(historical call); thence S. 35 deg. 20' E., 508.0' along said northeastern line to a stone
monument (historical call), said monument being a 4" x 4" monument, with a drill hole in the
center; thence S. 35 deg. 33' 59" E., 169.24' to a point,t the True Point of Beginning; thence
continuing S. 35 deg. 33' 59" E., 357.85' to a point, said point being marked by a steel pin set,
said pin being located in the apparent westerly right-of-way line of Eighth Street; thence with
said apparent westerly right-of-way line of Eighth Street S. 54 deg. 40' 47"W., 35.01' to a point;
thence N. 35 deg. 30' 00"W., 357.74' to a point; thence N. 54 deg. 30' 00" E. (basis of bearings)
34.60' to a point, the True Point of Beginning.
Also being an ingress-egress, utility easement 30' wide and being part of Survey Number 2 of
the Illinois Grant, Jeffersonville, Clark County, Indiana, more particularly described as follows:
Beginning at a stone monument at the northern corner of said Illinois Grant No. 2; thence S. 35
deg. 50' E., 1320.2' along the northeastern line of said Survey No. 2 of the Illinois Grant
(historical call); thence S. 35 deg. 20' E. 508.0' along said northeastern line to a stone
monument (historical call), said monument being a 4" x 4" monument, with a drill hole in the
center; thence S. 35 deg. 33' 59" E., 527.09' to a point, said point being located in the apparent
westerly right-of-way line of Eighth Street; thence with said apparent westerly right-of-way line
of Eighth Street S. 54 deg. 40' 47" W., 438.01' to a point, the True Point of Beginning; thence
continuing S. 54 deg. 40' 47" W., 30.00' to a point marked by a steel pin set; thence N. 35 deg.
30' 00" W., 356.38' to a point; thence N. 54 deg. 30' 00" E., (basis of bearings) 30.00' to a
point; thence S. 35 deg. 30' 00" E., 356.47' to a point, the True Point of Beginning.
TRACT NO. 4
Being part of Survey Number 2 of the Illinois Grant, Jeffersonville, Clark County, Indiana, more
particularly described as follows: Beginning at a stone monument at the northern corner of said
Illinois Grant No. 2; thence S. 35 deg. 50' E., 1320.2' along the northeastern line of said Survey
No. 2 of the Illinois Grant (historical call); thence S. 35 deg. 20' E. 508.0' along said
northeastern line to a monument (historical call), said monument being a 4" x 4" monument,
with a drill hole in the center; thence5S. 54 deg. 30' 00" W., 467.39' to a point, the True Point
of Beginning; thence S. 35 deg. 30' 00" E., 525.62' to a point; said point being marked by a
steel pin set, said pin being located in the apparent westerly right- ofway line of Eighth Street;
thence with said apparent westerly right-of-way line of Eighth Street5S. 54 deg. 40' 47" W.,
261.19' to a point marked by a steel pin set; thence N. 35 deg. 30' 39" W., 524.80' to a point
marked by a concrete monument found; thence N. 54 deg. 30' 00" E.,(basis of bearings) 261.28'
Exhibit A
to a point, the True Point of Beginning, containing 3.1497 acres more or less, being part of an
original 8+ acre Eastlawn Elementary School tract.
Parcel Nos: 10-20-00-200-731.000-010;
10-20-00-200-732.000-010;
10-20-00-200-733.000-010; and
10-20-00-200-734.000-010
Exhibit A
Exhibit B
Development Agreement
[Attached]
Exhibit B
Exhibit C
Due Diligence Items
To the extent in Seller's possession or control, Seller shall deliver to Purchaser on or
before three (3) business days after the Effective Date all of the following items:
(i) Any existing title policy, commitment, report, or opinion for the Property
(collectively, the"Existing Title Report");
(ii) Any and all existing surveys and plats of the Property (collectively, the
"Existing Survey");
(iii) All environmental, soils or other studies or reports with respect to the
environmental condition of the Property, including, without limitation, any Phase I
Environmental Site Assessment reports and asbestos reports;
(iv) All geotechnical reports for the Property;
(v) All current service contracts and other contracts or agreements or notices
relating to the ownership, operation and maintenance of the Property;
(vi) Copies of all current insurance policies for the Property and loss runs for
the past 36 months;
(vii) A list of all capital improvements and repairs/replacements/demolitions
made with respect to the Property in the last 24 months indicating, to the extent known or
available to Seller, what was done, when and by whom;
(viii) Litigation, or threatened litigation, concerning the Property for the past 24
months to pending, or statement of"none";
(ix) Citations, letters or notices from any government agency that may
affect the Property;
(x) All other documents or information in Seller's possession or control
pertaining to the Property which Purchaser shall reasonably require for its due diligence
investigation.
All of the foregoing items described in this Section and any other information or documents
provided to Purchaser by Seller or Seller's agent, broker or representative prior to Closing shall
be hereinafter collectively referred to as the"Due Diligence Items."
Exhibit C
Exhibit D
Form of General Warranty Deed
Key No.:
GENERAL WARRANTY DEED
THIS INDENTURE WITNESSETH, on this 20 day of P ( , 20A that
JEFFERSONVILLE REDEVELOPMENT COMMISSION, a municipal body politic of the
State of Indiana ("Grantor"), CONVEYS AND WARRANTS to DEVELOP LAND LLC, an
Indiana limited liability company ("Grantee"), for the sum of Ten and No/100 Dollars ($10.00)
and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
that certain real property located in Clark County, State of Indiana, more particularly described
in Exhibit A attached hereto and incorporated herein, together with all appurtenances thereto and
improvements thereon(the"Property").
TO HAVE AND TO HOLD, in fee simple, all of the Property, together with all the
rights, privileges, appurtenances and improvements thereunto belonging, unto the Grantee and its
successors and assigns forever.
This conveyance is made in fee simple subject to (i) zoning and/or restrictions and
prohibitions imposed by governmental authorities and (ii) all covenants, restrictions, conditions,
easements, reservations, rights-of-way, and other matters of record, and (iii) taxes and
assessments which are a lien,but not yet due and payable.
[SIGNATURE PAGES FOLLOW
Exhibit D
IN WITNESS WHEREOF, Grantor has executed this General Warranty Deed as of the
date first stated above.
GRANTOR:
JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the
State of Indiana
By: �
Name: _ ` ( `-- vli
Title: �I$.�,, ,e. -
STATE OF_,0//9n/i9 )
COUNTY OF_C ,e/ )
/�ersonally a peared efore me, Notary Public in and for said County and State,
i ff 1t1Xl/2S as/WS 6)11 icka/y of FERSONVILLE REDEVELOPMENT COMMISSION,
a municipal body politic of the State of Indiana, executed the foregoing instrument for the purposes
therein contained. ,
WITNESS my hand, at office, this=e� day of f r, 20 -
NOTARY P IC
Print: ( /2/'/si /7 OM/ /
Notary ID: A/ / ,A q
Resident of/ /,f/C County, -)/r �,A
My Commission Expires: /g/fio,26
- - r - -
CHRISTY M O'NEIL
as
ill
Notary Public
Se-State of Indiana
Clark County
y Commission Expires May 9,2026
M 6
LIC#NP0713339
Signature Page to General Warranty Deed
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.
This instrument prepared by:
Tax Statement Mailing Address:
Grantee Mailing Address:
Preparer Page to General Warranty Deed
EXHIBIT A
Legal Description of Property
[Legal description to be inserted]
Parcel No.:
Exhibit A to General Warranty Deed
Exhibit E
Form of Seller Certificate
SELLER CERTIFICATION
The undersigned, JEFFERSONVILLE REDEVELOPMENT COMMISSION, a
municipal body politic of the State of Indiana ("Seller"), hereby certifies to DEVELOP LAND
LLC, an Indiana limited liability company ("Purchaser"), as follows: (i) all representations and
arrantiess of Seller made pursuant to that certain Purchase and Sale Agreement, dated
(Z62024, by and between Seller and Purchaser remain true and correct as of the date
, hereof (the "Purchase Agreement"); and (ii) that certain Development Agreement, dated
1 t)tL "4U, 2024, by and between Seller and Purchaser is in full force and effect and there are
no existing uncured defaults thereunder. The representations and warranties of Seller under the
Purchase Agreement shall survive for a period of twelve(12) months from the date hereof.
IN WITNESS WHEREOF, Seller has executed the foregoing Seller Certificate as of the
,7—C)day of `' ' d , 2024.
SELLER:
JEFFERSONVILLE REDEVELOPMENT
COMMISSION, a municipal body politic of the
State of Indiana
By: 9
Name: 'tomr,� }"5
Title: OA/
tttt-
Exhibit E