HomeMy WebLinkAboutOption to Purchase Real PropertJu~l, d, 2006 2:01PM SMITH BARTLET? LAW FIRM No, 1228 P, 14
OPTION TO PURCHASE REAL PROPERTY
As part of, and in consideration of, the execution and d~l/very ofT.ha certain Agreement
by and between the Vendor and the Purchaser of even date h~rewith, The Board of Trastees of
Clark Memorial Hospital, an Indiana county hospital ("Vendor"), with an address of 1220
Missouri Avenue, Jeffersonvilte, IN 47130 grants and conveys to the Department of
Redevelopment of the City of Jeffersonville ("Purchaser"), a govermmental entity organized and
existing under the laws of the State of hdiana, with a~ address at 50I E. Court Avenue,
Jeffersonville, IN 47130, the option to purchase ce~ain real property located m the City of
Jeffersenville; Clark County, Indiana, containing .311 acre more or less (the "Real Property"),
the legal description of which is attached hereto as Exhibit .4, for the purchase price of
$404,718.50 (the "Purchase Price") on the following terms and conditions:
TERM Ai'qD EXTENSION. Purchaser's right to exercise this option shall begin
on the dine hereof and shall continue until and including I 1:59 p.m. of August 1, 2009 (the
"Option Period"). If Purchaser fails to g/ye notice to Vendor of its exercise ofttfis Option,
through no fault of Vandur, or fails to obtain an extension of the Option Period, then this Option
to Purchase Real Propcu'ty shall term2nate at the end of the Option Period.
2. ASSIGNMENT OF OPTION. Purchaser may, without consent of Vendor,
assign tiffs Option to Purchase Real Property (the "option") to any affiliate or successor,
provided Purchaser shall remain liable hereunder.
3. EXERCISE. This Option shall be exercised by the Purchaser's notice to Vendor
of its elect/on to purchase (a) acmaily s~rved upon Vendor or Co) placed in an envelope directed
to the Vendor at the address of the Vendor shown above and deposited in the Un[ted States Mail
by certified or re~stered mail, return receipt requested, postage prepaid; before the expiration of
Jun, 6, 2006 2:01PM SMITH BART_ETT LAW FiRM No, i228 P, !5
thc Option Period. Upon Purchaser's exercise of this Opfinn, Purchaser shall be deemed to have
a~ecd to purchase thc Real Property on the terms and conditions set forth herein.
4. CLOSING. If tiffs Option is exercised, the transaction shaI1 be closed within
thirty (30) days after a corem/truest for title insurance is delivered to Purchaser and each
condition of purchase is either satisfied or wa/red.
5. PAYMENT ON CLOSING. At the closLng of this transaction, Purchaser shall
pay in cash to Vendor the Purchase Price.
........ [~.~" "--C1JNIJITI~PTION: Th-~Opl'm'nmnctPumt,~,"suSgh~hercirr~--
subject to the following conditions:
A- Purchaser shall mmket as one (1) rite, the Real Property and that certain
.7 acre tract owned by the City of Jeffersonville which adjo/ns the Real Property (the "Adjoining
Tract"). Attached as .Exhibit B is a legal description and a drawing depicting the location o~'the
Adjoining Tract.
B. Purchaser will not market or sell the Real Property and Adjoining Tract to
any competitors of the Vendor, including, but not limited to, any person or entity which is owned
or managed by a hospital other than Clark Memorial Hospital or Jewish Hospital Healthcare
Sen, ices, ]nc,
C. Purchaser shall market the Real Property only as a site for professional
offices, financial institutions, a hotel or any other uses as may be mutually agreed upon between
Purchaser and vendor.
D. In the cvem of the exercise of this Option by Purcl~aser, Vendor shall have
the right to purchase for its own use the Option Property and the Adjoining Tract upon the same
terms and conditions as set forth by Purchaser in its notice to ~xercise Option. Vendor shall
receiYe a credit against the p~rrchase price for both the Option Property and Adjoining Tract
equal to the Purchase Price.
B. Vendor agrees during the Option Period to maintain the Real Property and
the Adjoining Property as open green space.
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~AR!L_ii LAW FIRM Bio, 1228 P, 16
Jun, 6, 2006 2:0'PM SMITH ~ ~ :~
7. CONDITIONS OF PURCHASE. If this Option is exercised, the Purchaser's
obligations to consummate the p~rchase of the Real Property are subject to the satisfaction of the
following conditions:
A. There are no encroactanents on the Real Property and no existing
violatio:as of zoning ordinances or other restrictions applicable to the Real Property.
B. Purchaser, at its expense~ shall receive a satisfactory staked survey of the
Real Property certified as of a current date, showing the locations of alt improvements and
easements located thereon. The sur~ey shall satisfy the Minimnm Standard Detail Requl,tement~
for [nd/aaa Land Title Surveys.
C. Purchaser, at its expense, shall cause a Phase 1 and/or a Phase H
.......... ~/l, TirOm~ii-tal-Strrdy tu-be~onflmted~m-th~-Real-P~l~ei~'~~hieh'shatpbe-satis 'i~t°ry-t° ..
purchaser in its sole discretion.
D. Vendor hereby grants to Purchaser, its employees and agents access to the
Real Property for the purpose of conducting a Phase I and/or a Phase ri Environmental Study and
similar site determinations.
E. Vendor fi~her g~anm to Purchaser the right to have any Phase ! and/or
phase It Environmental Study performed prior to Purchaser exercising this Option.
F. During the Option Period, Vendor shall not substantially alter thc Real
property.
G. purchaser obtaining all necessary zoning approvals, variances and the like
for Parchaser's intended use of the Real Property.
H. The pmchase is subject to the approval of the Board of Commissioners of
Clark County, Indiana.
8. OBLIGATIONS OF PURCHASER- Purchase~ agrees to indemnify and hold
harmless Vendor for all losses, costs, and exposes of every ~atum, including reasonable
attorneys' fees, incurred by or imposed against Vendor as a result of, or relating ~o, a~y acts or
omiSsionS of Purchaser, its agents, contractors and employees, in respect of the Real Property,
including a~y environmental tests.
'v~NDOR'S TITLE. Within five Clays after Vendor receives notice of the
exercise of this Option, Vendor shall order for the Purchaser, as soon as the same can be
I9484:9147:42033:2:J EFFERSONVILi.~ 3
Jun, 6, 2006 2:02PM SMZTH BARTLETT LAW FiRM ~i0, 1228 P, 17
pre&red, a commkment for ~n owner's policy of title insurance issued by a title insurm~ce
comply sadsfactoW to ~6 ~chas~, in which ~e title im~ce cgmp~y shall a~ce to inane
m~rch~table titl~ in thb n~e Of the Purchaser aier ~ deli~u of a gen~ w~ty d~ed to
~chasar ~om V~dor, Such pohcy is to be issued without the st~d~d pre-pdntud exc~tlons
f~ p~ies in pessessio=, ~wey, or toothpics' and mat~alm~s' Ii~. ~e fitte inar~c~ sh~l
insure titl~ for th~ ~11 amour of~e Purchase Price and ~tlcipaled imprev~ents, as
detCned by ~rchas6r. V~dor shall pay only ~ose costs for title insurm~e related to ~e
actual Purchase Price.
10. TAXES AND ASSESSMENTS. Purchaser assumes and agrees to pay. alt
assessments for municipal improvements becoming a lien after the date of closing. Real estate
taxes, if any; shall be prorated to the date of closing, i.e., if the closing wer? to take place on July
i, 2006, Vendor would pay both installments of the 2005 payable in 2006 real estate taxes and
one-half (1/2) of the 2006 payable in 2007 real estate taxes. Vendor shall also pay any delinquent
real estate taxes and any unpaid penalties or interest thereon. If the applicable tax rate has not
been set, the current tax rate will be used for determining the prorated amount. Any taxes not
assumed by Purchaser and w~ch are not due and payable at the tkae of closing shall be allowed
as a credit on the cash payment required at closing, and Vendor shall not be further liable for
such taxes.
11. RENTS~ INSURANCE, AND RISK OF LOSS. Rents, if any, shall be prorated
to the date of closing. Insurance shall be canceled as of the date of closing. Vendor shall bear the
risk of loss until closing.
12. CLOSING DOCUMZNTS AND POSSESSION. At date of closing, Vendor
shall execute and deliver its warranty deed conveying the Real Property in the same cond/fion as
j9454:9147:42033:2:JI~FFBP-SON'VII.Ll~ 4
Ju~l, 6, 2006 2:02PM SMZTH BARTLETT LAW FiRM No, 1228 P. 18
it is now, ordinary wear and tear excepted, and free and clear of ali liens and encumbrances, and
a Vendor's Affidavit in a form acceptable to Purchaser and the title insurance company issuing
the Owner's Policy of Title Insurance. Possess/on of the Real Property shall be delivered to
Purchaser on the date of closing.
13. BROKERAGE FEE. The parties hereby represent and wan'ant to each other that
no brokerage fees are payable by either party as a result of this sale.
14. DEFAULT. If Vendor violates or defaults under any of the terms or provisions of
........ 4.b,/.s. Optio~_to_L~c.b~e-Keak-F, at ate,-l~x~baser shalLhe,_en~itlecl_to_~¢~fi_c_a_[1,'/~force the
provisions hereof in addition to any other remedy available at law or in equity. Either party shall
indemn/fy and pay to the prevailing party all costs and expenses, including, but not 1krnited to,
reasonable attorneys' fees incurred in ~ny court action, inclu~ng attorney fees that may be
incurred on appeal, wi'deb the prevailing party may/nee because of the other party's default or
violation.
15. CORPORATE AUTHORITY. To the extent applicable, the tmdersigned
person* executing this Option on behalf oft_he Vendor and Purchaser represent and certify that
he/she is a duly elected or appointed officer or representative of either Vendor or Purchaser and
has been fully empowered by proper resolution of the Board of Trustees, or other governing
body, of either Vendor or Purchaser, to execule and deliver this Option; and that ali necessary
corporate or governmental action for the entering into of this Option has been taken and done.
I6. MISCELI,ANEOUS. These covenants and ageements shall bind, and the
benefits and advantages shall inure to the respective successors and amgns of the parties.
J5¢484:9147:42033:2:JEFFERSOtgVtLLE 5
Ju~l, 6, 2006 2:02PM SM'TH BARTLETT LAW FIRM N0,!228 ~ !9 ~
No modifications shall be made to this a~'cemcnt except in writing aud onlyif signed by
both pm'ties.
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Jun, 6, 2006 2:03PM SM/TH 8ARTLETT LAW FiRM No, 1228 P, 21
Before me, the undcrsigne, d Notary Public, in and for said county and state, personally
appeared ~oa.~ ~¢/~ ~,~H'j~, thc ~Pr/~ of Clark Mernorla~ Hospital, who
acknowledged execution of the foregoing document.
WITNESS my hand and Notarial Scat this ~' day of ~¢.~,~,~' __, 2005.
Ernest W, Smith, Notary Public
Floyd County
My Commission Expires
September 25, 2009
My Commission expires:
Notary Public
Printed:
My County o£Residence is:
Th/s instrument prepared by:
J. Spencer Harmun
STITES & HAP. BISON PLLC
323 East Court Avenue
P.O. Box 946
Jeffersonville, L'-N 47131
(8t2) 282-7566
J94g&9147:4203,]:2:.I~I~!:I~RSONVTLLE ~
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Jun 6, 2006 2:02PM SMITH BAKIL.T, LAW F[RM No. 1228 P, 20
IN WITNESS V~IEREOF, th~s Agreement has been executed on the dates set forth
below,
DEPARTMENT OF REDEVELOPMENT
CITY O~~ONVILLE:
THE BOARD OF TRUSTEES OF
CLARK MEMORL&L ~rlOSPiTAL
'm"L~: ~¢,~i
STATE OF INDIANA )
) SS
COUNTY OF CLARK )
Before me, the unders/gned Notary P_ublic~ in and for said county and state, personally
app~are&f/t~/'~t.e .~O-,r~ , the ~ of me Department o£Redevelopment
for the Chy ~f J~ffer,o~vilte, Ind/ana, who acknowledged execution of the foregoing document.
WITNESS my hand and Notarial Seal this of / ,.~.~t¢~~ ,
2005.
STATE OF IN'DIANA )
) SS
COUNTY OF CLARK )
j9484:9147;42053:2:JEFFIS. R$O~Nr¢IL[.E 7