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HomeMy WebLinkAbout2001-R-14 01-R-I~ RESO TION A PROVINa RE^ . ESTATE P RCHnSE AGREEMENT WITH HOOSIER VALLEY ENTERPRISES WHEREAS, on April 16, 2001 the Common Council of the City of Jeffersonville (the "Council") adopted Resolution No. 2001-R-12, A Resolution of Interest in Purchasing the Property Located At 1613 East Eighth Street, Jeffersonville f/k/a Eastlawn School (the "Property'); and WHEREAS, as instructed by the Council in Resolution No. 2001-R-12, the Jeffersonville Board of Publ/c Works & Safety (the "Board') appointed two appraisers to appraise the Property; and WHEREAS, the Council has received a copy of two appraisals the Board obtained; and WHEREAS, after reviewing the appraisals, the Council believes that it would be in the best interest of the citizens of Jeffersonville that the City purchase the Property on the terms outlined in the Real Estate Purchase Agreement attached hereto as Exhibit A. NOW, THEREFORE, IT IS HEREBY RESOLVED that Common Council of the City of Jeffersonville does hereby approve and adopt the Real Estate Purchase Agreement attached hereto as Exhibit A and incorporated by reference herein. Approved and signed by me this ~ day of~, 2001. ATTEST: Clerk/Treasurer Presented by me as Clerk/Treasurer to the Mayor of said City of Jeffersonville, Indiana this '6 day of ~*-~ ,2001. Clerk - Treasurer This Resolution approved and signed by me this __ day of REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (the "Contract") made and entered into by and between Hoosier Valley Enterprises, Inc., as agent of the Escrow Fund established pursuant to paragraph 5.5 of Debtors' Third Amended Plan of Reorganization, confirmed December 9, 1998, in Jointly Administered Case No. 97-91447 in the United States Bankruptcy Court, Southern District of Indiana, New Albany Division, ("Seller"), the City of Jeffersonville, Indiana ("Buyer"), Bank One, NA ("Bank One"), the holder of an existing first mortgage on the property (the "Existing First Mortgage"), and the United States Department of Health and Human Services ("HHS"), the holder of a lien on the property which is subordinate to the existing first mortgage (the "HI-IS Lien"), as of the date hereinafter stipulated. RECITALS: The Seller agrees to sell and Buyer agrees to purchase the hereinafter described property on the following terms and conditions: 1. Property. The term "Property" shall mean the real property located at 1613 East Eighth Street, Jeffersonville, Clark County, Indiana, together with all improvements, fixtures and appurtenances. 2. Purchase Price. The purchase price ("Purchase Price") shall be Eight Hundred Thousand Dollars ($800,000.00). The Purchase Price shall be payable by Buyer in full at Closing, subject to any adjustments herein provided, in cash or by certified or cashier's check. 3. Good Faith Deposit. As evidence of good faith binding this Contract, a deposit (the "Good Faith Deposit") of Dollars ($ ) is made herewith, such deposit to be applied to the Purchase Price at Closing according to the terms of this Contract. 4. Title. Seller will convey to Buyer marketable title to the Property to be conveyed by Deed of General Warranty subject to (i) easements and restrictive covenants of record which are acceptable to Buyer, (ii) applicable governmental regulations, (iii) liens for all taxes assessed in the year of Closing and due and payable in the year following Closing, which taxes and all taxes hereafter Buyer will assume and agree to pay, and (iv) the HHS Lien, ("Permitted Exceptions"). Should title to the Property prove defective and such defect cannot be remedied, Seller shall pay all title examination costs. 5. Taxes and Assessments. Real estate property taxes assessed against the Property and payable in the year following Closing shall be prorated between the Buyer and Seller to date of Closing. Any assessments against the Property levied prior to the date of Closing shall be paid by the Seller and any such assessments after the date of Closing shall be paid by the Buyer. 6. Closing. The consummation, final purchase and sale of the Property (the "Closing") shall take place within ninety (90) days from the date this Contract is accepted, unless extended by written agreement of the Seller and Buyer (the "Closing Date"). The Closing shall be held at the office of the Mayor of the City of Jeffersonville or at such other location as the parties may agree. 7. Possession. Exclusive possession of the Property shall be delivered to the Buyer at Closing with delivery of the deed. 8. Condition of Property. The Property, including the condition of the land and all improvements thereto, shall be conveyed "AS-IS," "WHERE IS," with all faults and without any warranty express or implied except general warranty of title contained in deed of conveyance to be delivered pursuant to the terms hereof. 9. Items to be Delivered at Closing. At the Closing Seller shall deliver or cause to be delivered to Buyer each of the following items: (a) A general warranty deed duly executed and acknowledged by Seller, and in form acceptable to Buyer, granting, conveying and warranting unto Buyer good and indefeasible fee simple absolute title to the Property to Buyer, free and clear of any liens, encumbrances, easements or other matters affecting title to the Property except the Permitted Exceptions; (b) Such evidence or other documents that may be reasonably required by Buyer or the title company issuing an owner's and/or mortgagee policy of title insurance for the Property to issue such title policy or policies. (c) Satisfactory evidence that HHS has subordinated the HHS Lien to the mortgage (the "Acquisition Mortgage") from Buyer in favor of Buyer's lender to the extent of $800,000.00 to secure payment of the proceeds necessary to acquire the property. 10. Contingencies to Closing. Buyer's obligations under this Contract are subject to satisfaction of the following conditions precedent in a manner acceptable to Buyer on or before Closing: (a) Inspection of Property. Buyer reserves the right to have the Property inspected. Buyer may contact a qualified inspector of Buyer's choice to obtain any inspections, including structural, mechanical or environmental inspections (including inspection for radon), which Buyer deems desirable. All inspections shall be made within thirty (30) days after acceptance of this Contract. \tx ~ ~.~ ~ ~.~t~.~,. '~ c~,~o.\t~r~ ~ or~c.,-Ao[~ . ~ . (b) Title Inspection. Buyer reserves the right to obtain satisfactory evidence from a competent title abstractor or title insurance company showing that there are no liens, restrictions, taxes, easements or other matters shown by an inspection of the public records of the Property itself other than the Permitted Exceptions. Should the title examination reveal any -2- matters other than the Permitted Exceptions, Buyer may notify Seller of Buyer's objections to same within 5 days after Buyer's receipt of the title examination. In the event Seller is unwilling or unable to remedy the objectionable items to Buyer's full and complete satisfaction, then this Contract may be terminated by Buyer in which event the Good Faith Deposit shall be returned to Buyer. (c) The terms of this agreement must be approved by written resolution of the City Council of the City of Jeffersonville before it becomes effective. (d) This agreement is contingent upon its approval by the United States Bankruptcy Court for the Southern District of Indiana in Case Numbers 97-91446-BHL-11 and 97-91447-BHL-11. (e) All parties to this agreement shaI1 pay their own attorney fees. (f) This agreement is contingent upon the Buyer obtaining financing for the purchase of the Property and the appraisals cmrently being obtained by the Buyer exceeding the Purchase Price. 11. Costs of Closii~g. Seller shall, in addition to any other co~ts set forth ~erein, be responsible for the cost of preparing the deed, the pro-rated portion of real estate taxes on the Property for periods prior to Closing, sewer and other utility charges up to the date of Closing. 12. Risk of Loss; Maintenance; Condemnation. All risks of loss of any kind with respect to the Property shall be retained by Seller until possession of the Property is conveyed to Buyer. Until possession is delivered, Seller shall maintain the heating, sewerage, plumbing, air conditioning and electrical systems and any appliances referred to in Paragraph 1 above in normal working order, keep the roof water fight and maintain the grounds, walkways, driveways and fencing in the same conditions as of the date of acceptance of this Contract, normal wear and tear excepted. If at any time prior to the Closing Date either Buyer or Seller receives notice that all or any portion of the Property is or will be subject to condemnation, such party shall immediately notify the other and Buyer shall have the fight to terminate this Contract and receive a refund of the Good Faith Deposit. If Buyer fails to terminate this Contract, and the sale is closed pursuant to the terms hereof, Seller shall assign to Buyer all rights to receive any award or awards made with respect to such condemnation. 13. Default. Except as otherwise set forth in this Contract, if, following Seller's acceptance of this Contract, either party fails to carry out the tenus of this Contract or refuses to perform their respective obligations hereunder, then: (a) If Buyer is the party in default, then at Seller's option: -3- (i) Seller may terminate this Contract and retain the Good Faith Deposit paid by Buyer as liquidated damages for the default, with both parties signing a release to that effect; or to at law or in equity. (b) (ii) Seller may seek such other remedies to which it might be entitled If Seller is the party in default, then at Buyer's option: (i) Buyer may terminate this Contract and shall thereupon receive a refund of the Good Faith Deposit, With both parties signing a release to that effect; or (ii) Buyer may seek such other remedies to which it might be entitled to at law or in equity. In the event either party defaults under the terms of this Contract, the non-defaulting party shall be entitled to recover all reasonable attorneys' fees and costs of collection incurred in enfoming their rights hereunder. 14. Miscellaneous. It is further agreed as follows: (a) Time is of the essence in this Contract. (b) All notices required hereunder will be in writing and served by hand delivery or by certified mail, return receipt requested, postage paid, to the persons and addresses shown below, until notification of a change of such addresses: To Seller: To Buyer: To Bank One: Hoosier Valley Enterprises, Inc. 1613 East Eighty Street Jeffersonville, IN 47130 Mayor Thomas Galligan City-County Building Jeffersonville, IN 47130 Allen L. Morris Stites & Harbison P.O. Box 946 Jeffersonville, IN 47131-0946 -4- To HHS: Jeffrey Hunter Assistant United States Attorney 5th Floor Federal Building & U.S. Courthouse 46 East Ohio Street Indianapolis, IN 46204 (c) This Contract constitutes the entire agreement among the parties, supersedes all prior negotiations and agreements with respect to the subject matter hereof and shall not survive but merge with the deed. This Contract cannot be amended except in writing executed by the parties hereto. This Contract may be executed in multiple counterparts. Failure of any party at any time or times to require performance of any provision(s) hereof shall not be considered to be a waiver of any succeeding or continuing breach of such provision or of any other provision by any party. Time is of the essence in this Contract. (d) This Contract will inure to the benefit of and bind the respective, successors and assigns of the parties hereto. (e) This Contract shall be governed by and construed in accordance with the laws of the State of Indiana. (f) Seller agrees to grant Buyer and/or their agents and contractors free access to the Property during normal business hours for purposes of performing inspections, surveys, or an appraisal of the Property for purposes of Buyer's obtaining approval for long-term financing or for other purposes deemed necessary by Buyer; provided, however, that Buyer shall indemnify and hold Seller harmless against any damages to the Property or claims or costs resulting from the actions of Buyer and/or their agents and contractors. IN WITNESS WHEREOF, the parties have each duly executed this instrument on the day and year indicated below. BUYER: CITY OF JEFFERSONVILLE, INDIANA By: Thomas Galligan, Mayor Phone: Date: -5- The above offer was at on the SELLER'S RESPONSE accepted rejected day of June, 2001. SELLER: HOOSIER VALLEY ENTERPRISES, INC. By:. Title: Phone: Date: BUYER'S RESPONSE TO SELLER'S RESPONSE (IF ANY) The above counteroffer was at on the accepted rejected _. day of June, 2001. -6- Bank One acknowledges the foregoing Real Estate Purchase Agreement and agrees that it will release the lien of the Existing First Mortgage encumbering the property upon the receipt of the net proceeds of the sale from the Buyer. BANK ONE, NA By: Its The United States Department of Health and Human Services acknowledges the foregoing Real Estate Purchase Agreement and agrees that the property will be sold subject to the HHS Lien, but that the HHS Lien will be subordinated to the Acquisition Mortgage to the extent of $800,000.00. The undersigned further agrees to provide satisfactory evidence of such subordination as required pursuant to Paragraph 9(c) of the Real Estate Purchase Agreement. UNITED STATES DEPARTMENT OF HEALTH AND HUMAN SERVICES By: Its INB01:90308:19656:JEFFERSONVILLE -7-