HomeMy WebLinkAboutOasis Inc./Al's Liquor -REAL ESTATE PURCHASE AGREEMENT
is real ?.state purchase agreement (the Contract) is made and entered into this ,~l~ day
of ~ , 2005, by and between the Jeffersonviile Department of Redevelopment,
a body polit~ under the laws of the State of Indiana (Seller) and, Oasis, Inc. d/b/a Al's Liquor,
by Brian Chinn, President, of the property located at 202 East Tenth Street, Jeffersonvilte, IN
47130 (Buyer).
RECITALS:
1. Property. The Seller agrees to sell and Buyer agrees to purchase one tract of real estate
(the Property) situated in Clark County, Indiana and being more particularly described in Exhibit
A attached hereto and made a part hereof. Subject property consists of one. 16-acre parcel at the
Northwest comer of l0th and Walnut Street and one .14-acre parcel continuing northward for a
total of .30-acre plus or minus.
2. Option Period and Deposit. The Option Period required for the satisfaction of Seller
conditions and Buyer contingencies shall be 90 days. Both parties agree to cooperate in efforts to
satisfy all conditions and contingencies and to diligently work towards all approvals and
applications necessary to finalize the sale. The Option Period may be extended for another 90
days if both parties agree. Neither party may unreasonably withhold extension.
The Good Faith Deposit for the Option Period shall be $5,000.00. The Good Faith
Deposit shall be credited towards the purchase amount at the time of closing and title transfer. In
the event a closing fails to occur due to contingencies in Section 6 the GOod Faith Deposit shall
be returned. In the event, the Option Period is extended ninety (90) days and the closing fails for
any reason, Buyer forfeits the deposit.
3. Purchase Price. The purchase price (Purchase Price) shall be Sixty-thousand Dollars
($60,000.00). Buyer shall pay the Purchase Price in full at Closing less any credited deposits, in
cash or by certified or cashier's check, subject to any adjustments herein provided. This offer is
based upon the estimated improvements planned for this property and anticipated revenue that
has been realized by this area. It should be noted that the property taxes generated by the homes
the City originally purchased will be far outweighed by the additional taxes the new building will
create.
4. Intended Use. The intended use of the subject property is for the new construction as
related to the relocation of the existing Al's Liquors currently located at the comer of l0th and
Wall Street in Jeffersonville. It should be noted that .this relocation is due to the current lease not
being renewed by the property owner that will occur in the calendar year of 2005. It is Buyer's
intention that upon the completion and occupancy of the new facility proposed, the existing retail
outlet shall close. In essence, the Buyer shall continue its business entity at only the subject
property. All business activity at the subject property shall be Retail Sales as regulated and
controlled by the Jeffersonville Zoning Ordinance.
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5. Site Development and C'ost.. The Buyer proposes to develop one single level 2,233
square ~et retail outlet at an estimated cost of $157,800.00, exclusive of ground cost· Buyer
hereby promises to develop the property as outlined herein.
The estimated development cost includes the construction of a new masonry structure with an
architectural style metal roof and ornamental windows along the l0th Street elevation. Included
in the construction cost is an additional $21,975.00 to simulate the historic appearance of the
new "Quartermaster Station Business Center".
In an effort to create compatibility with the nearby Quartermaster Station, the development shall
have similar brick at t~e l0th Street elevation with original window frames from the
Quartermaster Facility acting as "shadow wall" facades. The Walnut Street elevation shall have
tinted architectural concrete masonry units (c.m.u) and period style columns. The balance of the
facility (North and West elevations), not subject to immediate public view, shall be pre-tinted
The Buyer agrees to design the facility construction 20'-0", off the actual l0th Street Right-of-
Way line and allow adequate landscaping within this setback area. All mechanical, utility, and
trash/garbage structures located at the exterior of the facility shall be screened and landscaped.
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..... - .... *^ ~xceed 20' in height, shall be located in the 20 setbac
A pole mountect t>uslness Sign, nut L~, ,~ th
area. In no case shall the business sign infringe within the 10 Street Right-of-Way Area.
All deliveries and di,st}p, osal structures shall be located at the North elevation of the facility
(opposite end from 10 Street). All customer parking shall be located at the East (Walnut Street
side) and North side of the facility.
6. Buyer contingencies for purchase. During the specified Option Period, the Buyer and
Seller shall cooperate to obtain the following approvals:
a) Re-zone subject property to C1 (currently zoned R3);
b) Zoning variance for 0'-0' building setback at West side of property (adjoining the
existing railroad spur Right-of-Way)· The railroad Right-of-Way to remain;
· ., - ~:*:^~ ~n% increase for business slgnage;
· allow u Io an aunmu,~a, J,, .'
c) Zomng vananc~e to .... P .... ~,^_, oao/~ ;,~,~ervious area in lieu of 65%;
d) Development stanuarus variance ~o anv~ o,,~ ~e
e) Development Standards Variance to allow 20' front yard (10t~ Street) setback in lieu
of the 35' required by the Zoning Code.
Upon satisfaction of the listed contingencies the Buyer agrees to finalize the purchase
and close within 30 days. In the event any of the contingencies are not satisfied it shall be the
Buyer's discretion if a closing shall occur. If a closing does not occur due to the Buyer's
contingencies not being satisfied the Good Faith Deposit shall be returned in full subject to those
provisions outlined in Section 2.
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7. Title. Seller will conve3/ to Buyer by Deed of General Warranty, an unencumbered,
marketable title to the Property subject to: (i) easements and restrictive covenants of record, (ii)
applicable governmental regulations, and (iii) liens for all taxes assessed in the year of Closing
and due and payable in the year following Closing (Permitted Exceptions). Should title to the
Property prove defective and such defect cannot be remedied, Buyer shall pay all title
examination costs.
8. Taxes d Assessments. Real estate property taxes assessed against the Property and
payabldin the~n~ar following Closing shall be prorated between Buyer and Seller to the date of
closing. Any special 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.
9. Closing. The consummation, final purchase and sale of the Property (the "Closing") shall
take place within ninety (90) days from July 29, 2005, unless extended by written agreement of
Seller and Buyer (the Closing Date). The Closing shall be held at the office of the Jeffersonville
Department of Redevelopment, or at such other location as the parties may agree.
10. Possession. Exclusive possession of the Property shall be delivered to the Buyer at
Closing~with delivery of the deed. If the Buyer does not complete within one (1) year of the
closing all the improvements on the Property as provided above, upon Seller's demand, Buyer
must immediately reconvey the Property to Seller for the purchase price.If Buyer must
reconvey to Seller under this provision, Seller may terminate the Agreement.
....... om,, and "WHERE-IS" with
· ' of Prooert,/ The Property shah t>e conveyeu ~o-io
11. Condinon ~ .' · ,:Aa ~-.~e"t ,,eneral warranty of title contained
all faults and without any warranty express or ampncu *~ v ~
in deed of conveyance to be delivered pursuant to the terms hereof.
12. 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, in a form
acceptable to Buyer, granting, conveying and warranting to Buyer good and'
indefeasible fee simple absolute title to the Property, free and clear of any liens,
encumbrances, easements or other matters affecting title to the Property except
the Permitted Exceptions and the Covenant;
b. Such other documents as may be reasonably required by Buyer, or the title
company issuing an owners and/or mortgage policy of title insurance for the
Property.
13. Inspection of ProCertx. Buyer reserves the fight to have the Property inspected for
environmental contamination. Inspections shall be made at Buyer's expense by qualified
inspectors or contractors selected by Buyer and acceptable to Seller. All inspections shall be
made within thirty (30) days after the effective date of this Contract and a copy of the written
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inspection report shall be delivered to Seller within fifteen (15) days thereafter. If within fifteen
(15) days of the inspection, Buyer does not deliver a written statement to Seller specifying those
items shown in the inspection report which, in Buyer's sole discretion, are unacceptable to
Buyer (the Unacceptable Items), the Property shall be deemed acceptable to Buyer. If Seller is
unwilling or unable to remedy the Unacceptable Items to Buyer's full and complete satisfaction,
then Buyer may terminate this Contract.
14. Costs of Closing. In addition to any other costs set forth herein, Seller shall be
responsible for the following costs: (i) deed preparation, (ii) the pro-rated portion of real estate
taxes on the Property for periods prior to Closing, and (iii) Seller's attorneys fees. Buyer shall
be responsible for all costs not specifically mentioned herein.
· . Exce t as otherwise set forth in this Contract if either party fails to carry out the
15. D_Defaul_t P ' Ctive oblioations hereunder, then:
terms of this Contract or refuses to perform their respe ~,
a. If Buyer is the party in default, then Seller may terminate this Contract and
retain the Earnest Money Deposit paid by Buyer as liquidated damages for the
default, with both parties signing a release to that effect.
b. If Seller is the party in default, then Buyer may terminate this Contract and
shall thereupon receive a refund of the Earnest Money Deposit, with both parties
signing a release to that effect.
c. If the Option Period is extended ninety (90) days, the Buyer forfeits the
Deposit.
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 enforcing
their rights hereunder. The parties hereby waive any and all other remedies at laW or in equity.
16. M__iiscellaneous. It is further agreed as follows:
a. 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 written notification of a change of such
addresses:
To Buyer: Jeffersonville Dept. of Redevelopment
501 E. Court Avenue
Jeffersonville, Indiana 47130
Attn.: Barry Cahill, Executive Director
To seller:
Oasis Inc.
D/B/A Al's Liquor
By: Brian Chitin, President
4
202 East Tenth Street
jeffersOnville, Indiana 47130
b. This Contract constitutes the entire agreement between 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. Failure of any party at any time
or times to require performance of any provisions(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.
c. This Contract will inure to the benefit of and bind the respective heirs}
successors and assigns of the parties hereto.
d. This Contract shall be governed by and construed in accordance with the laws~
of the State of Indiana.
d. Seller agrees to grant Buyer and/or their agents and contractors free access to
the Property for purposes of performing inspections, surveys, or an appraisal
of the Property; 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.
1N WITNESS WHEREOF, the parties have each duly executed this instrument on the ~
day of__ _, 2005.
BUYER:
SELLER:
Jeffersonville Department Of
Redevelopment
By:~ ~
~resident
Brian Chinn, President
Oasis Inc. dgo/a Al's Liquor
Attest by:
Redevelopment Commission