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HomeMy WebLinkAboutSSB v. Gray & Wells Body Shop 10C01-1112-PL-128 TN THE CIRCUIT COURT OF CLARK COUNTY STATE OF INDIANA CITY OF JEFFERSONVILLE, INDIANA, FOR THE USE AND BENEFIT OF THE JEFFERSONVILLE SANITARY BOARD, Plaintiff, v. Case No. 10001- 1112 -PL- I a . F1' GRAY & WELLS BODY SHOP, INC, Defendant. SETTLEMENT AGREEMENT AND ORDER (W APPROVAL Comes now plaintiff, City of Jeffersonville, Indiana, for the use and benefit of the Jeff .nville Sanitary Board (hereinafter the "City"), by counsel, Amy J. Bumette, and further come now d endant, Gray & Wells Body Shop, Inc. ( "Cray & Wells "), by counsel, Stites & Harbison PLLC, by J. Spencer Harmon, and advise the court that they have agreed to fully settle and compromise the claims r:'sed by the Complaint for Appropriation of Land filed by the City herein on the following t. • and conditions: 1. The parties shall use their best efforts to close the City's purchase of Gray & W lls' real property located at the commonly known addresses of 628, 629, 635, 637, and 701 Michigan • venue, Jeffersonville, Clark County, Indiana (the "Real Estate "), on the terms and conditions set fo • herein within thirty (30) days following the court's review and approval of this Settlement Au • ent (the "Closing"), which parcels of Real Estate are more particularly described as follows: TRACT I: A part of Lot 7 and all of Lot 8 in Block 64 of the Enlargement to the City of Jeffersonville, described as follows: Beginning at the northwest corner of said Lot 8; thence East 120.0 feet, along the north line of Lot 8, to the northeast corner of Lot 8; thence South 82.0 feet along the east line of Lots 8 and 7; thence West 120.0 feet, parallel with the north line of Lot 8, to the west line of Lot 7; thence North 82.0 feet, 1 along the west line of Lots 7 and 8, to the point of beginning, containing 9,840 square feet, more or less. TRACT 11: Being part of Lot No. 9 in Block No. 63 in the Enlargement of the City of Jeffersonville, bounded thus; Beginning at the northeast comer of said Lot No. 9; thence Southwardly with the east line of said Lot No. 9, 19.4 feet to a stake; thence at right angles Westwardly, 115 feet to a stake; thence at right angles Northwardly, 19.4 feet to a stake on the north line of said Lot No. 9; thence Eastwardly along the north line of said Lot No. 9, 115 feet to the place of beginning. TRAIT III_ A part of Lot 9 in Block 63 of the Enlargement to the City of Jeffersonville, Clark County, Indiana, described as follows: Beginning on the east line of said Lot 9, 19.4 feet along said east line from the northeast comer of said Lot 9; thence continuing along said east line 19.4 feet; thence Westerly along a line parallel with the north line of said Lot 9, 115.0 feet to the west line of said Lot 9; thence Northerly 19.4 feet along said west line; thence Easterly, along a line parallel with the north line of said Lot 9, 115.0 feet to the point of beginning and containing 2,231 square feet, more or less. TRACT IV: Being part of Lot No. 9 in Block No. 63 in the Enlargement to the City of Jeffersonville, bounded thus: Beginning at the southeast corner of said Lot No. 9; thence Northwardly along the east line of said Lot No. 9 and the west line of Michigan Avenue, 19.4 feet to a stake; thence at right angles Westwardly, and parallel to the south line of Lot No. 9, 115 feet to a stake on the west line of said Lot No. 9; thence Southwardly along the west line of said Lot No. 9, 19.4 feet to a stake, the southwest corner of said Lot No. 9; thence eastwardly, along the south line of Lot No. 9, 115 feet to the place of beginning. TRACT V: Thirty -four (34) feet off the south side of Lot No. 10 in Block No. 63 in the Enlargement of the City of Jeffersonville. TRACT VI: The north one-half (1/2) of Lot Number Ten (10) in Block Number Sixty-three (63) in the Enlargement of the City of Jeffersonville. TRACT VII: Part of Lot No. (15) in Block No. Eighty -one (81) in the City of Jeffersonville, bounded thus: Beginning at the southeast comer of said lot; thence Northwardly with the east 2 • line of said lot, twenty (20) feet; thence at right angles Westwardly 115 feet, more or less, to the east line of an alley; thence Southwardly, with the east line of said alley and • west line of saki lot, 20 feet to the southwest corner of said lot; thence Eastwardly with the south line of said lot to the place of beginning. ALSO, Lot Number Sixteen (16) in Block Number Eighty-one (81), in said City of Jeffersonville, County of Clark, State of Indiana. 2. Gray & Wells shall convey the Real Estate to the City by corporate warranty d ed free and clear of any liens or encumbrances, which deed shall contain a restriction prohibiting the e of the Real Estate as an automobile body shop /collision center without the prior written consent of y & Wells. In addition to the corporate warranty deed, Gray & Wells shall deliver to the Cit , at the Closing, such other documents as may reasonably be required by the City or its title compan issuing an owners policy of title insurance for the Real Estate to issue such policy. 3. The City shall pay Gray & Wells the sums of (i) $975,000.00 for the purchas of the Real Estate (the "Purchase Price") and (ii) subject to Paragraph 5 below, $428,096.00 in 11 and complete satisfaction of the City's obligation to pay relocation expenses now owing or h 'natter arising under any provision of state or federal law (the "Relocation Payment "), for a total amount compensation amount of One Million Four Hundred Three Thousand Ninety -six and No /100 Dollars ($1,403,096.00). 4. The City shall pay the Purchase Price, as adjusted as set forth below, plus Si t 1,000.00 of the Relocation Payment, to Gray & Wells at the Closing. 5. The City shall pay the balance of the Relocation Payment to Gray & Wells after it acquires title to the property located at 2005 East 10 Street in Jeffersonville, Indiana (th. "Slone Property"), which property Gray & Wells intends to acquire for the purpose of relocating its • siness. If subsequent to the date hereof Gray & Wells determines that it will not acquire and rel. sate its business at the Slone Property, the City reserves the right to recalculate the Relocation Pa ent in accordance with the applicable relocation provisions of state or federal law. 3 6. The Purchase Price shall be reduced by any amounts necessary to clear an lien or encumbrance on the Real Estate, any unpaid utility charges and real estate taxes pro-rated to the date of the closing. To the extent the real estate taxes for the period in question are not spe ifically ascertainable, the parties shall base the pro- rations upon the most recent real estate tax as -• ents attributable and such proration shall be deemed to be final and conclusive. 7. The parties agree that Gray & Wells shall not be required to surrender possessi. of the Real Estate to the City until August 31, 2012 (the "Surrender Date ") without payment of rent .r other compensation to the City, provided that Gray & Wells shall bear the risk of loss to the Real Es e until possession is actually surrendered, and further provided that (i) Gray & Wells shall be respon 'ble for all maintenance and repairs to the Real Estate, including any and all structural or roof repairs and (ii) Cray & Wells shall indemnify, defend, and bold harmless the City from any claims for d• .ges to persons or property asserted by any third parties subsequent to the closing of the sale of the R : Estate to and including the date on which Gray & Wells ultimately surrenders possession of the Real tate to the City. During the period that Cray & Wells remains in possession of the Real Estate following closing, it shall maintain a premises liability policy of insurance with coverage limits of One Million Dollars per occurrence and Five Million Dollars in the aggregate, which policy shall name the City as an additional insured, and Gray & Wells shall provide the City with a copy of the declarations page of such policy at all times that it remains in effect. Gray & Wells shall further indemnify the C ty from any utility charges against the Real Estate incurred prior to or during the period that Gray Wells remains in possession of the Real Estate following closing. Gray & Wells shall further be obli ted to pay the City the sum of $500.00 per day for each day that it remains in possession of the Re: Estate following the Surrender Date, plus any costs, including reasonable attorney's fees, sub- •.uently incurred by the City in taking action deemed necessary to secure possession of the R Estate following the Surrender Datc. 4 • 8. During the period that Gray & Wells remains in possession the Real Estate f• lowing closing, the Real Estate shall only be used for the purpose of an auto-body repair shop and for ' o other purpose. Gray & Wells shall provide the City, its employees, agents and contractors with a s to enter the Real Estate and the improvements thereon and to bring workmen and materials onto e Real Estate, and to store materials thereon, upon reasonable advance written notice, so long as sue access and use of the Real Estate does not materially interfere with Gray & Wells operation of its bus ness on the Real Estate. 9. The payment of the Purchase Price and the Relocation Payment to Gray & Wel . by the City, as adjusted and/or recalculated pursuant to the terms of this Settlement Agreem t, shall constitute the total compensation to be paid by the City to Gray & Wells, and the City shall • ve no further financial obligation to Gray & Wells on account of the conveyance of the Real Estate, ' eluding without limitation, any subsequent claim for payment of any relocation expenses over and ab. ve such expenses paid by the City as a part of the Relocation Payment. 10. The closing of the Real Estate shall occur at a location in Clark County, diana, designated by the City, and the City shall bear all costs of closing the purchase of the Re •1 Estate except as expressly provided to the contrary in this Settlement Agreement. 11. Following the closing of the purchase of the Real Estate by the at the p: es shall tender a joint stipulation of dismissal of this proceeding without prejudice, although the parti - retain the right to re -open this proceeding for the limited purpose of seeking enforcement of the t= • and conditions of this Settlement Agreement. 12. Each party shall pay their own costs and attorney's fees incurred in this proceed' • :. 13. Gray & Wells acknowledges that it (a) has read and fully understands the t . and provisions of this Settlement Agreement, (b) has had an opportunity to consult with legal co : 1 of its 5 choice prior to executing this Settlement Agreement, and (c) now executes this Settlement A„ eement by its duly authorized officer of its own free accord. [SIGNATURE PAGE FOLLOWS] • i 6 WHEREFORE, the City and Gray & Wells now approve this Settlement Agreement by their si p . tures affixed hereinbelow, and further respectfully ask that this court approve this Settlement Agreem: t in all respects. For "Gray & Wells": GRAY & WELLS BODY SHOP, INC., an Indiana corporation, By. J/ �I/��/ /II► .10' n ells, President Read and approved as to form: By _.."4 • - ,.�. �... - ...r_ --iv." i�� ecr Harmon, Counsel for Gray & Wells For the "City": CITY OF JEFFERSONVILLE, INDIANA, for the use and benefit of the JEFFERSONVILLE SANITARY BOARD By rtes,.. . omas R. G. 'jail, • ! and Chairman of the Sanitary Board Prepared and approved as to form: By / i.(/1/u.Q Amy . Burnette Co el for the City 7 IN THE CIRCUIT COURT OF CLARK COUNTY STATE OF INDIANA CITY OF JEFFERSONVILLE, INDIANA, FOR THE USE AND BENEFIT OF THE JEFFERSONVILLE SANITARY BOARD, Plaintiff, v. Case No. 10001-1112-PL- GRAY & WELLS BODY SHOP, INC., Defendant. ORDER APPROVING SETTLEMENT AGREEMENT This court having carefully reviewed the Settlement Agreement tendered by the parties hereinabove, and finding such agreement to be fair and equitable on its face, now finds at such Settlement Agreement should be approved and entered of record in this cause. IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the above S ement Agreement by and between plaintiff, City of Jeffersonville, Indiana, for the use and benefi of the Jeffersonville Sanitary Board, and defendant, Gray & Wells Body Shop, Inc., is approv' in all respects. Dated: , 2011 DANIEL E. MOORE, Judge, Clark Circuit Court Tendered by. Amy J. Bumette, II21630 -10 8