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HomeMy WebLinkAboutProperty 2221 Woodland Ct. AGREEMENT FOR PURCHASE OF REAL PROPERTY This Agreement is made and entered into on this ~'1~ day of April, 2006 by and between C. 1'4cCarty, a Kentucky Limited Liability Company, and its sole member, Chris McCarty, referred to in this Agreement as the "Seller," and the City of _leffersonville, a municipal Tndiana corporation, referred to in this Agreement as the "Buyer." Section :~. Recitals A. Seller is the owner of real property and improvements on the property, referred to in this Agreement as the "Real Property," as set forth in the attached Exhibit "A", which is attached to this Agreement and incorporated herein by reference. The parties hereby acknowledge that the property shall be the five (5) parcels designated on the attached Exhibit "A". B. Seller desires to sell and Buyer desires to buy the Real Property, referred to in this Agreement as the "Property," on the terms and conditions set forth below. Section 2. Purchase and Sale Seller shall sell and Buyer shall purchase the Property on the terms and conditions set forth in this Agreement. Section 3. Purchase Price The purchase price for parcels 1, 2, 3, and 5 on attached Exhibit "A" shall be the sum of $925,000.00, payable by Buyer to Seller as follows: (a) The sum of $1,000.00, payable on or before April 21, 2006 by check as earnest money. (b) The balance of the purchase price by check, to be paid at the time of closing. Parcel 4, including all improvement and fixtures, on attached Exhibit "A', commonly known as 2221 Woodland Court, shall be gifted to the City of ,leffersonville The parties hereby acknowledge that the approximate appraised value of Parcel 4 is $140,000.00. The transfer of Parcel 4 as a gift shall be contingent on the purchase and sale of the remaining parcels. Section 4. Escrow The transaction contemplated by this Agreement shall be closed at a title company or attorneys' office as agreed upon by the parties and said title company or attorneys' office shall be considered as "Escrow Agent" for the purposes of this Agreement. Section 5. Buyer's Deposit On execution of this Agreement, Buyer shall deliver to Escrow Agent in escrow the sum of $1,000.00 as earnest money deposit. Tn the event, Buyer shall have given timely written notice that one (1) or more of the conditions to its obligations set forth in this Agreement have not been satisfied in the manner provided for in this Agreement, the earnest money shall be promptly returned to the Buyer. Section 6. Conditions Precedent Buyer's obligation to purchase the Property is conditioned on the following: (a) Within ninety (90) days after the date of this Agreement Buyer shall have determined that financing can be obtained to purchase the described property in an amount and on terms satisfactory to Buyer. The Buyer shall be the sole judge of the suitability of financing. If Buyer has not been able to obtain satisfactory financing, the earnest money shall be promptly returned to the Buyer. (b) Within thirty (30) days after the date of this Agreement, Buyer shall have determined that the zoning of the Property is acceptable to Buyer. The Buyer shall be the sole judge of the acceptability of the zoning. If Buyer determines that the zoning of the Property is not acceptable, the earnest money shall be promptly returned to the Buyer. (c) Seller shall deliver, or cause to be delivered, to Buyer upon written notice to Seller that the completion of all the contingencies herein have been met, a title commitment for a Owner's Title Insurance Policy including extended coverage, issued by an acceptable and reputable insurance company in the amount of $925,000.00~ covering title to the Property on the date of this Agreement. (d) Within sixty (60) days after the date of this Agreement, Buyer shall have determined that the Property has been subjected Phase I Environmental testing/evaluation and such results are acceptable to Buyer. The Buyer shall be the sole judge of the acceptability of the Phase I testing. If Buyer determines that the Phase I testing is not acceptable, the earnest money shall be returned to the Buyer. (e) Within sixty (60) days after the date of this Agreement, Buyer shall have determined that the Property has been soil tested to ensure that the ground is suitable for the construction of fire station. The Buyer shall be the sole judge of the acceptability of the soil testing results. If Buyer determines that the soil testing is not acceptable, the earnest money shall be returned to the Buyer. (f) Buyer obtaining the approval of all necessary councils, boards and/or commissions as required by Indiana law for both purchasing and financing for purposes of constructing a fire station. In the event, the buyer fails to obtain approvals from all necessary councils, boards, and/or commissions as required by Indiana, the earnest money shall be returned to the Buyer. (g) Within sixty (60) days after the date of this Agreement, Buyer shall have the property appraised. The property must be appraised for at least the purchase price. In the event, the property does not appraise for at least the purchase price, the earnest money shall be returned to the Buyer. Section 7. Failure of Conditions Should any of the conditions specified in Section 7 of this Agreement fail to occur as outlined herein, Buyer shall have the power, as long as Buyer is not at fault in failure of the condition, exercisable by the giving of written notice to Seller to terminate this Agreement and recover any amount paid by Buyer to Seller~ or paid into escrow on account of the purchase price of the Property. The exercise of the power by Buyer shall not, however, constitute a waiver by Buyer of any other rights Buyer may have against Seller for breach of this Agreement. Any Escrow Agent involved shall be required, and is irrevocably instructed by Seller, on the failure of conditions and receipt of the notice from Buyer, to refund immediately to Buyer all moneys and instruments deposited by Buyer pursuant to this Agreement. Section 8. Prorations There shall be prorated between Seller and Buyer on the basis of thirty-day months, as of Noon on the day of closing: General real property taxes levied or assessed against the property for 2005 as shown on the most recent tax bills. Section 9. Expenses of Closing The expenses of closing described in this Section shall be paid in the following manner: (a) Any form of title insurance policy issued to Buyer in connection with the closing, under the provisions of Section 10, shall be paid for by Seller. (b) The cost of preparing, executing, and acknowledging any deeds or other instruments required to convey title to Buyer or his or her nominees in the manner described in this Agreement shall be paid by Buyer. (c) Any costs of transfer and recordation of title shall be paid by Buyer. (e) Any real estate transfer taxes or other taxes imposed on the conveyance of title to the property to Buyer or his or her nominee shall be paid by Buyer. (f) Any escrow fee, or fee charged by any depositary, or other agency, other than a broker or attorney principally acting for one of the parties, Shall be paid by Seller and Buyer in equal proportions. Section lO. Time of Closing This sale transaction shall be closed at the office of the Escrow Agent on or before 3uly 1, 2006, provided the terms of this Agreement have been satisfied; or if the conditions of this Agreement then require, or the convenience of the parties reasonably demands, as soon thereafter as can mutually be arranged between the parties. Section 11. Conveyance of Property On the ci0sing date, Seller shall convey the Property to Buyer by Warranty Deed. If Buyer requires, any personal property attached or to be included shall be conveyed by warranty bills of sale, free and clear of all liens, claims, and encumbrances. Section 12. Delivery of Possession Seller shall deliver possession of the property to Buyer on closing, free and clear of all uses and occupancies except as provided for in this Agreement. Seller agrees to pay Buyer the sum of $100.00 for each day Seller remains in possession after the date of closing. Section 13. Warranties of Seller Seller represents and warrants to Buyer as follows: (a) That Parcel 4 or 2221 Woodland Court is presently the subject of a lease, which expires in September 2006.' Buyer purchases said property subject to the terms of the lease. Besides this lease on Parcel 4, there are no parties in possession of any part of the Property as lessees, tenants at sufferance, or trespassers. (b) There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part of the Property, or to the best knowledge and belief of Seller is any proceeding or assessment contemplated or threatened by any governmental authority. (c) Seller has complied and the Property is in compliance with all applicable laws, ordinances, regulations, statutes, rules, and restrictions relating to the Property, or any part of the Property. (d) There are water, sewer, gas, and electric lines to the Property that are available for "tap in" by the Buyer and that are sufficient for service on the Property as the property is presently used. (e) The Property has full and free access to and from public highways, streets, or roads and, to the best knowledge and belief of Seller, there is no pending or threatened governmental proceeding that would impair or result in the termination of the access. (f) The property does not exist in a flood plain. Section 14. Remedies The remedies of each party to this Agreement in the event of default by the other party, shall be as follows: (a) If the default results from an act or omission by Buyer then Seller's sole right and remedy shall be to receive and retain the earnest money as liquidated damages and not as a penalty, and this Agreement shall terminate and be of no further force and effect. (b) If the default results from an act or omission to act of Seller, then Buyer shall have the right to a return of his money deposits, and this Agreement shall terminate and be of no further force and effect, and Buyer shall have no right to any action for specific performance, monetary damage, or any other rights and remedies available to him at law or in equity. Section 15. Examination of Premises Buyer has the right to examine the Property within thirty (30) days of this Agreement to become familiar with the physical condition of the Property. Seller has not made and does not make any representations as to the physical condition, rents, income, leases, expenses, operation, or any other matter or thing affecting or relating to the Property, except as specifically set forth in this Agreement, and Buyer expressly acknowledges that no such representation has been made, and Buyer further acknowledges that he has inspected the Property. Section 16. Merger It is understood and agreed that all agreements previously made between the parties are merged into this Agreement, and that this Agreement alone fully and completely expresses their agreement; that this Agreement is entered into after full investigation, neither party relying on any statement or representation not embodied in this Agreement; and that Seller relies on the fact that Buyer will make no claim that representations of any nature whatsoever have been made by the Seller, other than as may be contained in this Agreement. All representations and warranties of Seller contained in this Agreement shall survive the dosing. Section :17. Law Applicable This Agreement shall be construed under and in accordance with the laws of the State of indiana. All obligations of the parties created under this Agreement are performable in the State of Tndiana. Section :18. Assignment of Agreement This Agreement shall be binding on the respective heirs, executors, administrators, successors and, to the extent assignable, on the assigns or nominees of the parties to this Agreement, Buyer shall not transfer or assign this Agreement without first having obtained the express written consent of Seller, On delivery to Seller of an instrument in writing whereby the assignee of the Buyer assumes all of the provisions of this Agreement to be performed by Buyer, Buyer shall be released and discharged of all further liability under this Agreement, Section 19. Notice Any notice required or permitted to be delivered under this Agreement shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Buyer, as the case may be, at the following: Chris McCarty c/o C. McCarty Company, LLC, 700 U.S. 31 E, Clarksville, IN 47129 City of.leffersonville, Attn: Robert L. Waiz, ]r., $01 East Court Ave., ~leffersonville, IN 47130 Section 20. Legal Construction In case any one or more of the provisions contained in this Agreement should for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement. Section 21. Time of Essence Time is of the essence of this Contract, Section 22, Gender and Number Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular shall be held to include the plural, and vice versa, unless the context requires otherwise. Section 23. Descriptive Heading The descriptive headings used in this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language of this Agreement, Section 24. Broker's Commission The parties hereby acknowledge that no broker's commission was paid in association with this transaction. The parties further acknowledge that the Buyer's representative is a license real estate agent, but hereby declares that he received no commission from this transaction. Section 25. 1031 Exchange The parties hereby acknowledge that the Seller may at his option choose to participate in a 103~. Exchange of some or all of the parcels 1,2,3,and 5. Buyer agrees to make reasonable accommodations to Seller with respect to this 1031 Exchange. EXECUTED at .leffersonville, Indiana, on the day and year first above written. Chris McCartY, President '~ C. McCarty Company, LLC City of 3efferso~q ~ille, Indiana Mayor Robert ~_./Waiz, ]r. , Seller , Buyer