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HomeMy WebLinkAboutContract of Sale-Lot #184 CONTRACT OF SALE This CONTRACT OF SALE ("Contract") is made and entered into this /~/ "'- day of A.j[,s f- , 2006, by and between the Jeffersonville Redevelopment Commission, located at 501 East Court Avenue, Jeffersonville, Indiana 47130, ("Seller"), and the Gregory Construction Group, Inc., a Kentucky Corporation, located at P.O. Box 920, Peewee Valley, Kentucky 40056 ("Buyer"). RECITALS: WHEREAS, Seller is the owner of a parcel of commercial real estate in Jeffersonville, Indiana (the "Property"), as legally described in Exhibit A, attached hereto and incorporated herein by reference, and as shown on the attached drawing designated Exhibit B, attached hereto and incorporated herein by reference and, WHEREAS, Seller issued a Request for Proposals to purchase and develop the property, and WHEREAS, Buyer submitted a proposal to purchase and develop the Property ("Proposal"), and Seller accepted the Proposal, which Proposal is designated Exhibit C, attached heretb and incorporated herein by reference. NOW THEREFORE, for and in consideration of the mutual promises, covenants, and conditions contained herein, it is agreed by and between the parties hereto as follows: 1) For the consideration hereinafter stated, and subject to the terms and conditions in this Contract, Seller agrees to sell and Buyer agrees to buy the Property. 2) Buyer agrees to pay Seller the sum of $275,000 for the Property (including fixtures and furnishings' located therein), in full at closing, in cash or by certified or cashier's check drawn on a bank acceptable to Seller. Page 10f5 1 3) Simultaneously with the execution of this contract, Buyer has paid and delivered a good faith deposit in 'the amount of $2,500.00 which will be applied to the purchase price of the Property at the closing, forfeited, or refunded as hereinafter provided. 4) Buyer will have thirty (30) days from the execution of this Contract in which to notify the Seller of any defect in the title to the Property. Seller will have thirty (30) days to cure defects after receiving Buyer's notification. I 5) Upon Buyer's payment of the full purchase price for the Property, Seller will deliver to Buyer the executed Special Warranty Deed, attached hereto and marked as Exhibit D conveying good and marketable fee simple title to the Property free and clear of all liens and subject only to such valid and existing restrictions, limitations, conditions, reservations, easements and covenants as may be revealed in the record chain of title and those Seller imposes as to the use and improvement of the Property. 6) Buyer will receive possession with Seller's delivery of the Special Warranty Deed. 7) Intentionally left blank. 8) Seller will pay for the survey of the Property, zoning matters and deed preparation, which must be provided with 30 days of the execution of the Contract. Buyer will pay all other costs arising as a result of this transaction, including, but not limited to, title examination, title insurance, environmental surveys, and recording fees. 9) Seller shall provide to Buyer a Phase I Environmental Survey of the Property within 30 days of the execution of the Contract. Should any defects of problems be noted on the Environmental Survey, Seller may remedy any and all problems recorded or otherwise noted on the Environmental Survey. If Seller elects not to correct the problems noted or is unable to within the time frame of this Contract, if any, on the Environmental Survey, Buyer has the option of going forward with the Contract "as is" or cleclaring this Contract null and void with the good faith deposit being returned in full to the Buyer. Page 2 of5 2 10) Seller certifies that the zoning and use permits for the Property allow for the conversion of the structMre on the Property to sixteen (16) two & three bedroom residential condominiums as provided for in the architectural drawings attached as Exhibit E without any alterations, as well as the construction of other buildings on the Property for appropriate commercial use. In the event City of Jeffersonville, the county, the state, or any governmental or quasi-governmental entity shall object to the use, renovation, or building described herein, the Seller shall be responsible for obtaining any required zoning map amendments and or zoning approval necessary for Buyer to develop and utilize the Property as described herein. Seller agrees to designate Buyer as its agent to appear before the appropriate zoning authority for the purpose of obtaining such zoning change, ifrequired Seller further agrees to give the Buyer the full and complete discretion to choose all contractors, material suppliers, and agents on the project. This Section 10 shall survive the Closing and survive the transfer of the Property to the Buyer. 11) Buyer shall obtain a performance bond in the sum of $200,000 in favor of Seller, which shall not be released until Buyer completes all improvements as shown in the Prop~sa1. In the event Buyer fails to complete the work in the Proposal pursuant to the requirements of Section 14, the Seller may execute on the performance bond. 12) Buyer and its agents have the right but not the obligation to enter upon the Property prior to closing to inspect the Property and conduct soil borings and other geological, environmental, hazardous wastes, or engineering tests or studies. This privilege may only be exercised after Buyer gives reasonable notice to Seller. Seller has the right to have a representative present during such activities. Buyer must refill and repair any holes or other changes to the Property arising from such activities and must indemnify and hold Seller harmless from any and all loss, liability, costs, claims, demands, actions, causes of action, and suits of any kind or nature arising out of, or in any manner related to, Buyer's exercise of this privilege'. In the event any environmental problems are noted, then the Seller may remedy the environmental problems. However if the Seller elects not to remedy the problems, then the Buyer may declare this contract null and void and the good faith deposit shall be returned to Buyer. 13) The parties must close no later than sixty (60) days from execution of the Contract. ' Page 3 of 5 3 14) Within twelve (12) months after closing, Buyer must complete all the improvements in converting the current structure on the Property to sixteen (16) two & three bedroom residential condominiums as provided for in the architectural drawings attached as Exhibit E. However, if Buyer has exerted its best efforts to complete the improvements within twelve (12 months (hereinafter referred to as the "Construction Sche,dule"), and Buyer has made substantial progress toward completion of the improvements, Buyer may request from Seller a reasonable extension of time within which to complete the improvements. Moreover, the Seller and Buyer understand and agree that the Construction Schedule shall be revised if necessary for Buyer to reasonably account for delay due to acts of God, inclement weather, industry wide organized labor strike and/or for delays or set-backs beyond the direct and/or indirect control of the Buyer. Seller will not unreasonably withhold its consent to Buyer's request for an extension of time under this section. In the event the Buyer has not completed the improvements, then Seller shall deposit with the United State Postal Service by certified mail to Buyer detailing the deficiencies from the architectural drawings within twenty (20) days of the end of the 12 month deadline, and Buyer shall respond to those alleged deficiencies within 30 days of the end of the 12 month deadline. If the Seller sends no such notice to the Buyer within the 20 day time period, then the improvements shall be conclusively deemed as completed and Sections 11 and 15 shall not apply. 15)Thomas English, Dan English and Tom Gardner shall execute at the closing a personal guaranty payable jointly and severally to the Seller in the amount of $200,000.00 in the event Buyer materially defaults under Section 14 of this Contract. 16) Buyer may not assign its interest in this Contract. However, Buyer shall have no restriction in the sale or rental of the condominium units completed pursuant to Section 14. 17) Time is of the essence of this Contract. 18) All notices required by this Contract must be given by certified or registered mail and must be directed to the affected party at its address reflected on page 1 of this Contract. Page 4 of 5 4 19) This Contract constitutes the entire agreement between the parties and no one may amend this Contract except by a writing bearing both Seller's and Buyer's signatures. 20) This Contract is binding upon and inures to the benefit of the parties and their respective heirs, successors and assigns. WITNESS the signatures of the Buyer and Seller to duplicate originals hereof the day and year indicated below. Date: ;p- '(.~ By: t of Redevelopment at an Samuel, President effersonville Redevelopment Commission BUYER: Gregory Construction Group, Inc. B~: : ~~ m(~~b,~ P~mt~d name: /k.c>~ ? G"~//":;7 - _ TItle: pes//.,-.--"./ Date: ~-/S--OC Attest: ~~ /xu- ~~ Secre ary J effersQnville Redevelopment Commission Page 5 of5 5 ~ ~1t~~..~- ~cy~ ~'V ~.~ >...1 ;-lo \, t Shirley Nolot 19P CLARK COUNTY RECORDER Fi led for Record as PresEinted I 200606114 Page 1 of 18 C2 Date 03/23/2006 Time 14:55:05 CONTRACT FOR CONDITIONAL SALE OF REAL ESTATE I THIS CONTRACT, made and entered into by and between The Jeffersonville Urban Enterprise Association, Inc., a non-profit domestic corporation, 501 East Court Avenue, Jeffersonville, Clark County, Indiana,(hereinafter called "Seller") and Walt Lee, 331 Pearl Street, Jeffersonville, Clark County, Indiana, (hereinafter called "Buyer"), WITNESSETH: Seller hereby agrees to and does sell to Buyer, and Buyer hereby agrees to and does purchase from Seller, the following described real estate including any improvement or improvements now or hereafter located on it in Jeffersonville, Clark County, Indiana, such real estate, including improvements, being hereinafter called the "Real Estate": Being part of Lot No. 184 in the City of Jeffersonville, bounded thus: Beginning at the northeast comer of said lot and the south line of Maple Street, thence southwardly 58 feet to a stake; thence at right angles westwardly across said Lot 71 feet, more or less to the west line of said lot, thence ,at right angles northwardly with the west line of said Lot No. 184, 58 feet to the south line of Maple Street, thence at right angles eastwardly with the south line of Maple Street a distance of71 feet, more or less, to the place of beginning. Together with the right to a three (3) foot strip of ground lying immediately south of the above described real estate, extending westwardly from the east line of said lot 56 feet as set forth in a deed of Frank Hornung and wife to Finetta M. Constantine, dated Febraury 6, 1924, and recorded in Deed Record 116, page 403, but subject, however to the right of use of over a three (3) foot strip of ground off the south end of the above described real estate, extending from the east line of said lot westwardly 56 feet adjoining the three (3) foot strip aforesaid making a driveway six (6) feet in width from the joint use of the owners ,,"S set forth in the deed of Frank Hornung and wife to Finetta M. Constantine aforesaid. Subject to any and all easements and/9r restrictions of recorded relative to above described real estate. upon the following covenants, terms and conditions: Page 1 of 1 iF -,d!'< -" 1'''' Subject to restrictions, easements al1d covenants of record. Subject to all applicable zoning rules and regulations. Section 1: The Purchase Price and Mflnner of Payment. 1.01 The Purchase Price. As the purchase price for the Real Estate, Buyer agrees to pay to Seller and Seller agrees to accept from Buyer the sum of Forty Thousand Dollars ($40,000.00). 1.02 The Manner of Payment. The purchase price shall be paid in the following manner: (a) The sum of Twenty Five Thousand Dollars ($25,000.00) upon the execution and delivery of this Contract. The receipt of such sum is hereby acknowledged by Seller, leaving an unpaid baJance of the purchase price in the sum of Fifteen Thousand Dollars ($15,000.00). That amount, as it is reduced by payments and expenses of Buyer properly credited under this Contract, and as it is increased by payments and yxpense of Seller properly made and incurred under this Contract, is hereinafter called the "Unpaid Purchase Price." (b) The Unpaid Purchase Price shall be paid in full no later than February 1,2007 in the amount of Fifteen Thousand Dollars ($15,000.00). (c) lfthe Unpaid Purchase Price is not paid in full and received by Seller by the aforementioned date, then a late charge in a sum equal to five per cent (5%) of such Unpaid Purchase Price shall accrue and be Page 2 of 2 --'- immediately due and payable. (d) Each payment under this contract shall be sent to Seller at the following address: Jeffersonville Urban Enterprise Association, Inc., Attn: Director, 501 East Court Avenue, City-County Building, 4th floor, Jeffersonville, IN 47130, or at such other address as Seller shall designate in writing. Section 2: Prepayment of Purchase Price. 2.01 Buyer shall have the privilege of paying without penalty, at any time, the Unpaid Pruchase Price. It is agreed that no such prepayments, except payment in full, shall stop the accrual of interest on the amount so paid until the next succeeding computation of interest after such payment is made. Interest shall not accrue after the date on which Buyer makes any payment that constitutes full payment of the Unpaid Purchase Price. Section 3: Taxes, Assessments, Insurance and Condemnation. 3.01 Taxes. Buyer agrees to assume and pay the taxes on the Real Estate beginning with the ~nstallment payable May, 2006, together with all installments of real estate taxes due and payable thereafter, and Seller agrees to pay all taxes on the Real Estate due prior to said installment. Buyer, upon written notice to Seller, and at Buyer's expenses, may contest on behalf of the parties any changes in the assessed value of the Real Estate. Seller shall forward or cause to b~ forwarded to Buyer, when received, a copy of all statements for taxes and any assessments on the Real Estate which are Page 3 of 3 ,. ~i payable by Buyer hereunder; and Buyer shall provide to Seller, upon request, evidence of payment of such taxes and assessments. 3.02 Assessments. Buyer agrees to pay any assessments or charges upon or applying to the Real Estate for public or municipal improvements or services which, after the date. of this Contract, are assessed or charged to the Real Estate, Seller agrees to pay any other assessments or charges, to and including the date of this Contrflct. 3.03 Penalties. The parties hereto agree to pay any penalties, whether in the form of interest or otherwise, in connection with the late or untimely payment of such taxes, assessments or charges, for which they are responsible under this Section 3. 3.04 Insurance. At all times during the period of this Contract, Buyer shall: (a) keep the improvemen(s located upon the Real Estate insured under fire and extended coverage policies in an amount not less than Thirty Thousand Dollars ($30,000.00), and (b) obtain standard liability insurance with coverage in amounts not less than One Hundred Thousand Dollars ($100,000.00) per person and One Million Dollars ($1,000,000.00) per C.Z/lr occurrence, and (c) pay premiums on such insurance policies as they become due. Such policies of insurance shall be carried with a company or companies approved by Seller and properly authorized by the State of Indiana to engage in such busin~ss. Such policies of insurance shall also be issued in the name of Seller and :Buyer, as their respective interest may appear, and Page 4 of 4 It' ) 3.05 Page 5 of 5 shall provide that the insurer may not cancel or materially change coverage without at least ten (10) days prior written notice to Seller. Buyer shall provide Seller with s\rch proof of insurance coverage as Seller from time to time shall reasonably request. Except as otherwise agreed in writing, any insurance proceeds rtrceived as payment for any loss of, or damage to, the Real Estate covered by such insurance, shall be applied to restoration and repair of the loss or damage in such Event of Default by Buyer under this Contract on the date of receipt of such proceeds. In either of such events, the proceeds may be applied, at Seller's option, toward prepayment of the Unpaid Purchase Price, with any excess to be paid to Buyer. Rights of Parties to Perform Other's Covenants. (a) If one of the parties hereto (hereinafter called "Responsible Party") shall have the right at any time and without notice, to perform any such act or to make any such act or to make any such payment, and in exercising such right, to incur necessary and incidental costs and expenses, incl~ding attorney fees. Nothing in this provision shall imply any obligation on the part of the Non-responsible Party to perform any actor to make any payment required of the Responsible Party under the terms of the Contract. (b) The exercise of such right by a Non-responsible Party shall not constitute a rele<;lse of any obligation of the Responsible Party under this Section 3 or a waiver of any remedy available under this Contact; " nor shall such exercise constitute an estoppel to the exercise by a Non-responsible Party of any right or remedy of his for a subsequent failure by the Responsible Party to perform any act or make any payment required by him under this Section 3. (c) Payments made and all costs and expenses incurred by a Non- responsible Party in connection with the exercise of such right shall, at his option, either (i) be paid to him by the Responsible Party within thirty (30) days after written demand therefor; or (ii) on the date the next installment payment is due under this Contract, following written notice, be added to the Unpaid Purchase Price, if Buyer is the Responsible Party, or applied to reduce the Unpaid Purchase Price, if Seller is the responsible Party. (d) In the event a Non-responsible Party makes any such payments or incurs any such costs and expenses, the amount thereof shall bear interest at the rate provided under Section 1 of this Contract, from the respective dates of making the same, until paid in full, or to the date such amounts are added to, or applied against, the Unpaid Purchase Price. 3.06 Condemnation. Prom the date hereof, Buyer shall assume all risk of loss or damage by reason of condemnation or taking of all or any part of the Real Estate for public or quasi-public purposes, and no such taking shall constitute a failure of consideration or cause for rescission of this Contract by Buyer. Page 6 of 6 "l Page 7 of 7 Page 8 of 8 "!' Page 9 of 9 ,. J Section 7. 8.02 8.03 Page 10 of 10 '"' Page 11 of 11 i: ,). ~l -' adjustment, liquidation, extension or composition or arrangement of debts of Buyer or for any other relief under any insolvency law relating to the relief of debtors; or, Buyer's assignment for the benefit of creditors or admission in writing of his inability to pay his debts as they become due; or, administration by a receiver or similar officer of any of the Real Estate. (f) Desertion or abandonment by Buyer of any portion of the Real Estate. (g) Actual or thre<;ttened alteration, demolition, waste or removal of any improvement now or hereafter located on the Real Estate, except as permitted by this Contract. (h) Failure to rehabilitate and develop the real estate as either a habitable single family dwelling or habitable duplex family dwelling no later than February 1,2007. (i) Failure by Buyer, for a period of thirty (30) days after written notice is given to Buyer, to perform or observe any other covenant or term of this Contract. 9.04 Seller's Remedies. Upon the occurrence of an Event of Default, Seller shall elect his remedy under Subsection 9.041 or 9.042 (unless Subsection 9.043 is applicable). 9.041. Seller may declare this Contract forfeited and terminated, and upon such declaration, all right, title and interest of Buyer in and to the Real Estate shall immediately cease and Buyer shall then be considered as a tenant Page 12 of 12 t .~ j;" J , " Page 13 of 13 holding over without permission and Seller shall be entitled to re-enter and take immediate possession of the Real Estate and to eject Buyer and all persons claiming under him. Further, Seller shall have the right to institute legal action to have this Contract forfeited and terminated and to recover from Buyer all or any of the following: (a) possession of the Real Estate; (b) any paYment due and unpaid at the time of filing of the action and becoming due and unpaid from that time until possession of the Real Estate is recovered; (c) interest on the, Unpaid Purchase Price from the last date to which interest was paid until judgment or possession is recovered by Seller, whichever shall occur first; provided, however, that this shall not be construed as allowing Seller to recover any interest which would be included under Subsection 9.041 (b) above; (d) due and unpaid real estate taxes, assessments, charges and penalties which Buyer is obligated to pay under this Contract; (e) Premiums due and unpaid for insurance which Buyer is obligated to provide under t):lis Contract; (f) the reasonable cost of repair of any physical damage or waste to the Real Estate other than damage caused by ordinary wear and tear and acts of God or public authorities; and (g) any other amounts which Buyer is obligated to pay under this l j Contract; or 9.042 Seller ,may declare all of the sums secured by this Contract to be immediately due and payable, and Seller may institute legal action to recover same. When all of such sums are paid to Seller, Seller shall convey or cause to be conveyed to Buyer, by Warranty Deed, the Real Estate subject to restrictions and easements of record as of the date of this Contract and all taxes and assessments which are Buyer's obligation. 9.043 In the event Buyer has substantial equity in the Real Estate when an Event of Default occurs, then this Contract shall be considered the same as a promissory. note secured by a real estate mortgage, and Seller's remedy shall be that of foreclosure in the same manner that real estate mortgages are foreclos~d under Indiana law and Seller may not avail himself of the remedies set forth in Subsection 9.041 or 9.042. If this Subsection 9.043 is applicable, then Seller may declare all of the sums secured by this Contract to be immediately due and payable, and Seller may immediately institute legal action to foreclose this Contract and Buyer's interest in the Real Estate. The parties agree that after Buyer has paid $* of the purchase price (which price means the original purchase price set forth in Subsection 1.0 I), then Buyer shall have substantial equity in the Real Estate. 9.05 Seller's Additional Remedies. In addition to the remedies set forth above, upon the occurrence oran Event of Default, Seller shall be entitled to: (a) Retain (without prejudice to his right to recover any other sums from Page 14 of 14 AI: Buyer, or to have any other remedy under this Contract), as an agreed payment for Buyer's use of the Real Estate prior to the Event of Default, all payments made by Buyer to Seller and all sums received by Seller as proceeds of insurance or as other benefits or consideration pursuant to this Contract. (b) Request that a receiver be appointed over the Real Estate in accordance with Indiana law providing for real estate mortgage foreclosures. (c) Enforce any right without relief from valuation or appraisement laws. Section 10. Seller's Default and Buyer's Remedies. 10.01 If Seller fails to convey the Real Estate as required by this Contract, Buyer may institute legal action against Seller for specific performance, in which case Seller hereby acknowledges that an adequate remedy for default in such case does not exist at law; or buyer may pursue such other remedy as is available at law or in equity. 10.02 If, after seven (7) days' notice from Buyer, Seller fails to make any payment required of him under this Contract or to perform or observe any other of his covenants or agreements. Buyer shall be entitled to institute legal action against Seller for such relief as may be available at law or in equity. Nothing in this subsection shall interfere with or affect Buyer's right to any reduction, set-off or credit to which Buyer may be entitled in the event of Seller's failure to pay amounts required of him pursuant to this Contract. Page 15 of 15 . ," ~ 11-- " Section 11. General Agreements. 11.01 If Seller consists of more than one person, the persons signing this Contract as Seller shall be jointly and severally bound. 11.02 If Buyer consists of more than one person, the persons signing this Contract as Buyer shall be jointly and severally bound 11.03 Use of the masculine gender in this Contract shall comprehend, as appropriate, the feminine gender or the neuter gender as well. 11.04 A memorandum of this Contract may be recorded and shall be adequate notice of the provisions of this Contract as though the entire instrument had been recorded. 11.05 Each party is entitled to recover his reasonable attorney fees, costs, and expenses incurred by reason of enforcing his rights hereunder, including the expenses of preparing any notice of delinquency, whether or not any legal action is instituted. 11.06 For purposes of listing the Real Estate for sale by Buyer, Buyer shall be deemed to be the "fee titleholder" as this term is used in the Indiana Real Estate License Laws. 11.07 The failure or omission of either party to enforce any 6fhis right or remedies upon any breach of any of the covenants, terms or conditions of this Contract shall not bar or abridge any of his rights or remedies upon any subsequent default. 11.08 Any notices to be given hereunder shall be in writing and deemed sufficiently Page 16 of 16 --1--- :, ----" A< I' < i given when (1) served on the person to be notified, or (2) placed in an envelope directed to the person to be notified at his last known address and deposited in a United States Post Office mail box, postage prepaid. Section 12. Additional Covenants. IN WITNESS WHEREOF, Seller and Buyer have executed this Contract in duplicate on this 'Jo day Of~ 2006. STATE OF INDIANA) )SS: COUNTY OF CLARK ) Before me, a Notary Public for said county and state, personally appeared W AL T LEE and acknowledge the foregoing contract. Witness my hand and notarial seal this d-OlA day of '1'~ My Commission Expires: Notary Public, J ~1lVt~ is. ( 2c>1 L, ~) A.o Resident of HOlt; , , 2006. JO P SIDENT, JEFFERSONVILLE UBRAN ENTERPRISE ASSOCIATION, INC. NED~gl SECRET AR Y, JEFFERSONVILLE UBRAN Page 17 of 17 i4 ,~.....A-~ If-. ~ ENTERPRISE ASSOCIA nON, INC. STATE OF INDIANA) )SS: COUNTY OF CLARK ) Before me, a Notary Public for said county and state, personally appeared JOHN PERKINS and NED PF AU acknowledge the foregoing contract. Witness my hand and notarial seal this~y o?-<v~~ ~ , 2006. My Commission Expires: Notary Public, ~ ~.;1-~9 Resident ofC~ State ofIndiana County THIS INSTRUMENT PREPARED BY: LESLIE D. MERKLEY ATTORNEY AT LAW 538 EAST COUNT AVE. JEFFERSONVILLE, IN 47130 812-285-9787 Page 18 of 18 ,- Prescribed by the State Board of Accounts (2005) County Form 170 Declaration This form is to be signed by the preparer of a document and recorded with each document in accordance with Ie 36-2-7.5-5(a). , I, the undersigned preparer of the attached document, in accordance with IC 36-2-7.5, do hereby affirm under the pen1?lties of perjury: .' 1. I have reviewed the' attached document for the purpose of identifying and, to the extent permitted by law, redacting all Social Security numbers; 2. I have redacted, to the extent permitted by law, each Social Security number in the attached document. I, the undersigned, affirm under the penalties of perjury, that the foregoing declarations are true.