HomeMy WebLinkAbout07-11-2005 Special SessionJeffersonville City Council Special .Session
Meeting Memorandum- July 11, 2005 - Mayor's Conference Room
5:30 p.m.
Meeting called to order by: City CounCil President Ron Grooms
Attendees:
Councilpersons Sellers, Grooms, Wilson, Perkins, McCauley, Fetz, and Zastawny. Also
in attendance were Mayor Waiz, City Attorney Les Merkley, Planning Director Hicks,
and Chief Deputy Suzy Bass.
Agenda Approval:
Councilperson Grooms asked to delete item 8 from the agenda on the fixed assets. The
motion was made by Councilperson Sellers to approve the agenda with this change,
seconded by Councilperson Wilson and passed 7-0.
Agenda Item 4. Agreement between the City and CCMH
Attorney Spencer Harman distributed the agreement between the City and Clark County
Hospital regarding the land acquisition and also with an "option to purchase real
property" agreement that the hospital will have the option to exercise if someone wants to
buy the property from the City. Councilperson McCauley said that there are only a
couple of things keeping the agreement from finalization. The hospital only wants the
agreement for 2-3 yrs and the hospital wants to remove some wording in the agreement.
In the section titled iii; they want to remove "other professional or commercial uses
which are compatible with the Hospital site and Improvements". No action was taken on
this request. The motion was made by Councilperson Zastawny to add "other financial
institutions" to this section as an agreeable use of the land and to leave the purchase price
blank, seconded by Councilperson Sellers and carded unanimously. Councilperson
zastawny made the motion to make the agreement for no less than four years seconded
by Councilperson Perkins and passed unanimously. Councilperson McCauley reminded
the Council that this agreement would give the hospital the first fight of refusal if another
company wanted to purchase this property. He also thanked Mr. Harman for his quick
work.
Agenda Item 5. Sanitation and Motor Vehicle Salaries
Ron Ellis appeared before the Council to request additional funding in his departments so
he can give raises to his CDL Drivers and Laborers. He explained that right now his
drivers are not making much more than his tippers. This leaves no incentive for people to
get their CDL License. Also, compared to other entities in the area, the City's drivers'
pay is much lower. He has CDL Driver openings and can't get people to apply for this
position and he is losing good drivers to other companies. Councilperson Grooms asked
Mr. Ellis to get the Council some dollar amounts for the next Council meeting so they
know what they need to appropriate or transfer~
There was discussion on how many residents are using the City's trash receptacles and
how much time and money the City would save if everyone had to use the City's trash
receptacles.
Agenda Item 6. Med Venture
Mayor Waiz told the Council that everything is ready from the City's end in reference to
Med Venture making their announcement that they are relocating to Jeffersonville.
Hopefully, the City will hear something in the next week. There have been no changes
since the last talk.
Agenda Item 7. Annexation Update
Councilperson Perkins told the Council that the annexation is moving slowly and
cautiously. Councilperson McCauley told the Council that he wanted to hire Umbaugh to
do the fiscal study for the Annexation. A representative for Umbaugh said that they
would need to have the Mayor's approval as they are already doing work for the Mayor.
Mayor Waiz said that he does not want the fiscal plan done until the Comprehensive Plan
is finished. They hope to have the study finished by September. He feels that the fiscal
plan will drive the whole plan. Councilperson McCauley said that a lot of the area is in ~
the flood plane and the City could do the people in the area a great service by ~g
this_are~ Councilperson Perkins said that he attended meetings with
two different volunteer fire departments and with the conservancy district and he told
them that the conservancy district would stay intact. The City wants to work with and
not against them. Councilperson Perkins said that he received legal advice that the City
would not have to provide service to the annexed area being service by the Conservancy
District. City Attorney Merkley said that he does not agree with thi~ opinion.
Councilperson Grooms said that he has talked with Attorney Morris and there is still a
debate over whether the Council can hire someone like Umbaugh to help with
annexation. Councilperson Perkins has been given a different legal opinion from
Attorney Greg Fifer saying that the Council can hire a research assistant to help with the
annexation. City Attorney Merkley said that according to statute 36-4-6-24, he feels that
the Council can't hire Umbaugh. Merkley will be sending a letter to Attorney Fifer
concerning a conflict of interest in regards to a letter that Mr. Fifer wrote on behalf of the
City waiving any conflict of interest between the City and his firm. He's not sure that the
City Council can waive this but that a part of that can only be waived by the
Administration since the Administration is also the City. He also has some concern of
potential conflict with Mr. Fifer representing developers before the Plan Commission or
Council or Drainage or Sewer Board. Council President GroOms has no problem with
anyone proceeding with the annexation study but he wants to proceed cautiously to avoid
any legal problems. Council President Grooms asked Attorney Merkley if in his
opinion, can the Council hire Umbaugh. Mr. Merkley said that only the administration
can do this.
Plan Director Chester Hicks said that there is a Task FOrce that has been established to
work on the Comprehensive Plano CoUncilpersons Fetz and Zastawny have been invited
to be on this task force. Director Hicks said that the targeted date for the completion of
the plan is two years. Councilperson Sellers doesn't see a problem with doing the
Financial Study at the same time as the, Comprehensive Plan. Councilperson Perkins said
that this annexation Will hopefully be done before that time.
Agenda Item 8. Council Projects
Council President Grooms told the CoUncil to start thinking about the upcoming budget
sessions beginning in August.
Council President Grooms said the discussion was held at their retreat to hire an
administrative assistant. The pace that the Council President has been on does necessitate
some help. The bottom line is that the i Council does not have the authority to hire
anyone. Councilperson Perkins suggeSted possibly utilizing staff from other offices and
adjusting the budgets accordingly.
Councilperson Wilson said that she attended the meeting with the Flood Wall Art
Committee. They would like a donatiOn from the City Council to pay for some of the
painting. Councilperson Perkins suggested asking Redevelopment for this funding. The
motion was made by Councilperson zastawny to ask Redevelopment to fund one panel
second by Councilperson Wilson and Carried unanimously.
Councilperson Grooms said that he will be giving his State of the City Council address at
the next Council meeting.
Agenda Item 9. Other City Projects
Mayor Waiz told the Council that the Other City projects include a new Fire Station and
moving the City Garage. He would like to pay cash for the Fire Station. Councilperson
McCauley said that one thing we talked about was locating the fire station to service the
proposed annexed areas. If we aren't going to annex then we will have trouble hiring 7
new firemen. Councilperson Fetz would like to see a new fire station and 7 new firemen.
Council President Grooms told Mayor Waiz to continue with both projects.
Mayor Waiz said that the City is still Waiting for the bankruptcy judge to give us the nod
regarding River Falls Lounge.
There being no other items of discussion, the motion was made by Councilperson Wilson
to adjourn at 7'05 p.m. second by Councilperson Perkins and passed unanimously.
i,~., ,}.,~ --- n
Roan Grj~6ms, Council Preside t
Attest'
Y'g'gy W~)~r, Clerk Treasurer
OPTION TO PURCHAS~ REAL PROPERTY
As part of, and in consideration of, the execution and delivery of that certain Agreement
by and between the Vendor and the Purchaser of even date herewith, Clark Memorial Hospital,
an Indiana non-profit corporation ("Vendor"), with an address of 1220 Missouri Avenue,
Jeffersonville, IN 47130 grants and conveys to the Department of Redevelopment of the City of
Jeffersonville ("Purchaser"), a organized and existing under the laws of the State
of Indiana, with an address at 501 E. Court Avenue, Jeffersonvitle, IN 47130, the option to
purchase certain real property located in the City of Jeffersonville, Clark County, Indiana,
containing .311 acre more or less (the ~'Real Property"), the legal description of which is attached
hereto as Exhibit A for the purchase price of $ (the "Purchase Price") on the
following terms and conditions:
1. TERM AND EXTENSION. purchaser's right to exercise this option shall begin
on the date hereof and shall continue until and including 11 '59 p.m. of ,2009 (the
"Option Period"). If Purchaser fails to give notice to Vendor of its exercise of this OPtion,
through no fault of Vendor, or fails to obtain an extension of the Option Period, then this Option
to Purchase Real Property shall terminate at the end of the Option Period.
2. ASSIGNMENT OF OPTION. Purchaser may, without consent of Vendor,
assign this 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 election to purchase (a) actually served upon Vendor or (b) placed in an envelope directed
to the Vendor at the address of the Vendor shown above and deposited in the United States Mail
by certified or registered mail, return receipt requested, postage prepaid, before the expiration of
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the Option Period. Up°n Purchaser's exercise of this Option, Purchaser shall be deemed to have
agreed to purchase the Real Property on the terms and conditions set forth herein.
.
CLOSING. If this Option is exercised, the transaction shall be closed within
thirty (30) days after a commitment for title insurance is delivered to Purchaser and each
condition of purchase is either satisfied or waived.
,
PAYMENT ON CLOSING. At the closing of this transaction, Purchaser shall
pay in cash to Vendor the Purchase Price.
.
CONDITIONS OF OPTION. This Option and Purchaser's fights herein are
subject to the following conditions'
A. Purchaser shall market as one (1) site, the Real Property and that certain
.7 acre, tract owned by the City of Jeffersonville which adjoins the Real Property (the A .joining
Tract ). Attached as Exhibit B is a legal description and a drawing depicting the location of the
Adjoining Tract.
B. Purchaser will not market or sell the Real Property and Adjoining Tract
(defined below) to competitors of the Vendor.
C. Purchaser shall market the Real Property only as a site for professional
offices, a hotel or, as may be mutually agreed upon between Purchaser and Vendor, other
professional or commercial uses which are compatible with Vendor's site and improvements.
D. In the event of the exercise of this Option by Purchaser, 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 exercise Option. Vendor shall
receive a credit against the purchase price for both the Option Property and Adjoining Tract
equal to the Purchase Price.
E. Vendor agrees during the Option Period to maintain the Real Property and
the Adjoining Property as open green space.
7. CONDITIONS OF PURCHASE. If this Option is exercised, the Purchaser's
obligations to consummate the purchase of the Real Property are subject to the satisfaction of the
following conditions:
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A. There are no encroachments on the Real Property and no existing
violations 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 all improvements and
easements located thereon. The survey shall satisfy the Minimum Standard Detail Requirements
for Indiana Land Title Surveys.
C. Purchaser, at its expense, shall cause a Phase I and/or a Phase II
Environmental Study to be conducted on the Real Property which shall be satisfactory to
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 II Environmental Study and
similar site determinations.
E. Vendor further grants to Purchaser the fight to have any Phase I and/or
Phase II Environmental Study performed prior to Purchaser exercising this Option.
Property.
F,
During the Option Period, Vendor shall not substantially alter the Real
G. Purchaser obtaining all necessary zoning approvals, variances and the like
for Purchaser's intended use of the Real Property.
o
OBLIGATIONS OF PURCHASER. Purchaser agrees to indemnify and hold
harmless Vendor for all losses, costs, and expenses of every nature, including reasonable
attorneys' fees, incurred by or imposed against Vendor as a result of, or relating to, any acts or
omissions of Purchaser, its agents, contractors and employees, in respect of the Real Property,
including any environmental tests.
9.
VENDOR'S TITLE. Within five days after Vendor receives notice of the
exercise of this Option, Vendor shall order for the Purchaser, as soon as the same can be
prepared, a commitment for an owner's policy of title insurance issued by a title insurance
company satisfactory to the Purchaser, in which the title insurance company shall agree to insure
merchantable title in the name of the Purchaser after the delivery of a general warranty deed to
Purchaser from Vendor. Such policy is to be issued without the standard pre-printed exceptions
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for parties in possession, survey, or mechanics' and materialmens' liens. The title insurance shall
insure title for the full amount of the Purchase Price and anticipated improvements, as
determined by pUrchaser. Vendor shall pay only those costs for title insurance related to the
actual Purchase Price.
10.
TAXES AND ASSESSMENTS. Purchaser assumes and agrees to pay all
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 were to take place on July
1, 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 which are not due and payable at the time 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 DOCUMENTS AND POSSESSION. At date of closing, Vendor
shall execute and deliver its warranty deed conveying the Real Property in the same condition as
it is now, ordinary wear and tear excepted, and free and clear of all 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. Possession of the Real Property shall be delivered to
Purchaser on the date of closing.
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13.
BROKERAGE FEE. The parties hereby represent and warrant 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
this Option to Purchase Real Estate, Purchaser shall be entitled to specifically enforce the
provisions hereof in addition to any other remedy available at law or in equity. Either party shall
indemnify and pay to the prevailing party all costs and expenses, including, but not limited to,
reasonable attorneys' fees incurred in any court action, including attorney fees that may be
incurred on appeal, which the prevailing party may incur because of the other party's default or
violation.
15.
CORPORATE AUTHORITY. To the extent applicable, the undersigned
persons executing this Option on behalf of the 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 Directors, or other governing
body, of either Vendor or Purchaser, to execute and deliver this Option; and that all necessary
corporate or governmental action for the entering into of this Option has been taken and done.
16.
MISCELLANEOUS. These covenants and agreements shall bind, and the
benefits and advantages shall inure to the respective successors and assigns of the parties.
No modifications shall be made to this agreement except in writing and only if signed by
both p arti es.
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IN WITNESS WHEREOF, this Agreement has been executed on the dates set forth
below.
DEPARTMENT OF REDEVELOPMENT
CITY OF JEFFERSONVILLE:
BY:
TITLE:
CLARK MEMORIAL HOSPITAL
BY:
TITLE:
STATE OF INDIANA
COUNTY OF CLARK
)
)ss
)
Before m~, the undersigned Notary Public, in and for said county and state, personally
appeared ..., the of the Department of Redevelopment
for the City of Jeffersonville, Indiana, who acknOwledged execution of the foregoing document.
WITNESS my hand and Notarial Seal this
day of ,2005.
My Commission expires:
My County of Residence is:
Notary Public
Printed:
STATE OF INDIANA
COUNTY OF CLARK
)
)ss
)
Before me, the undersigned Notary Public, in and for said county and state, personally
appeared ..., the. ... of Clark Memorial Hospital, who
acknowledged execution of the foregoing document.
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AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the~ day of
,2005 by and between the CITY OF JEFFERSONVILLE, INDIANA, a third class
city organized and existing under the laws of the State of Indiana (the "City") and CLARK
MEMORIAL HOSPITAL, an Indiana non-profit corporation (the "Hospital').
Recitals
A. The Hospital is in the process of making improvements to its buildings and site,
which improvements include the construction of a new road and entrance servicing the Hospital
(collectively the "Improvements").
B. The Hospital is desirous of obtaining additional real estate owned by the City for
completion of its Improvements, which additional real estate includes an unused portion of
Broadway (a public street).
C. The City is desirous of obtaining an option to purchase certain real estate owned
by the Hospital (the "Option Property") to be used for future economic development for the
benefit of the City and its citizens.
D. Subject to the terms and conditions set forth herein, both the City and the Hospital
are willing to make certain conveyances and take other necessary actions to enable completion of
the Improvements and the economic development of the Option Property.
NOW, THEREFORE in consideration of the mutual promises and covenants contained
herein, IT IS AGREED'
1. The City will take immediate steps to vacate an unused portion of Broadway (the
"Vacation"). A legal description and a drawing depicting the.location of the property subject to
the Vacation are attached hereto and identified collectively as Exhibit A.
2. Upon completion of the Vacation, the City will deed to the Hospital a 30 foot strip
of real estate (the "Strip") owned by the City to be used by the Hospital for construction of a
road which will provide a new entrance to the Hospital. The legal descriptiOn of the Strip and a
drawing depicting the location of the Strip are attached hereto and identified collectively as
Exhibit B.
~3. Upon completion of thq Vacation and the delivery by the City to the Hospital of
the deed to the Strip, the Hospital will grant to the Department of Redevelopment of the City of
Jeffersonville an option to purchase a '.311 acre parcel of land owned by the Hospital which is
bounded by Tenth and Spring Streets (the "Option"), The legal description of the .311 acre
parcel of land and a drawing depicting th~' location of the .311 acre parcel of land are attached
hereto and identified collectively as Exhibit~CC (the "Optioned Property"). The Option will
include the following terms:
(i)
The purchase price will be $
J9484:9147:42032:1 :JEFFERSONVILLE
(ii) The Option will be for a term of five years.
(iii) The Optioned Property, together with a .7 acre tract owned by the
City (the "Adjoining Tract"), will be marketed as one (1) tract for sale as a site for professional
offices, a hotel, or, as may be mutually agreed upon between the City and the Hospital, other
professional or commercial uses which are compatible with the Hospital site and Improvements.
The legal description of the Adjoining Tract and a drawing depicting its location are attached
hereto and identified collectively as Exhibit D.
(iv) The Option will contain a fight of first refusal in favor of the
Hospital allowing it to match any bona fide written offer for the Optioned Property and
Adjoining Tract with the Hospital to receive a credit against the purchase price for both tracts
equal to the Option price granted to the City.
(v) The City of Jeffersonville and its Department of Redevelopment
will not market or sell the Optioned Property and the Adjoining Tract to competitors of the
Hospital.
(vi) The Option will be in substantially the same form as Exhibit E
attached hereto.
4. In the event the Optioned Property is sold, the Hospital agrees to provide ingress
and egress to the Optioned Property from the Hospital's newly constructed road and entrance.
5. During the term of the Option, the Hospital agrees to maintain the Optioned
Property and Adjoining Tract as open green space.
6. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
7. This Agreement, including the Exhibits hereto, constitutes the entire agreement
between the parties with respect to the subject matter hereof and supercedes all previous
negotiations, commitments and writings.
8. This Agreement may not be modified except by an instrument in writing signed
on behalf of each of the parties hereto.
9. This Agreement shall be construed and the rights of the parties hereunder shall be
governed by the laws of the State of Indiana.
10. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute Agreement.
11. To the extent applicable, the undersigned persons executing this Agreement on
behalf of the City and Hospital represent and certify that he/she is a duly elected or appointed
officer or representative of either the City or HOspital and has been fully empowered by proper
resolution of the Board of Directors, or other governing body, of either the City or Hospital, to
J9484:9147:42032:1 :JEFFERSONVILLE
execute and deliver this Agreement; and that all neCessary corporate or governmental action for
the entering into of this Agreement has been taken and done.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth below
CITY OF JEFFERSONVILLE
BY:
TITLE:
DATE:
CLARK MEMORIAL HOSPITAL
BY:
TITLE:
DATE:
STATE OF INDIANA
COUNTY OF CLARK
)
)ss
)
Before me, the undersigned Notary Public, in and for said county and state, personally
of the City of Jeffersonville, Indiana,
appeared , the
who acknowledged execution of the fOregoing document.
WITNESS my hand and Notarial Seal this~
day of _, 2005.
My Commission expires'
My County of Residence is'
Notary public
Printed:
J9484:9147:42032:1 :JEFFERSONVILLE
STATE OF INDIANA )
)SS
COUNTY OF CLARK )
Before me, the undersigned Notary Public, in and for said county and state, personally
appeared , the of Clark Memorial Hospital, who
acknowledged execution of the foregoing document.
WITNESS my hand and Notarial Seal this___ day of~ ,2005.
My Commission expires:
My County of Residence is'
Notary Public
Printed:
This instrument prepared by:
J. Spencer Harmon
STITES & HARBISON PLLC
323 East Court Avenue
P.O. Box 946
Jeffersonville, IN 47131
(812) 282-7566
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