HomeMy Public PortalAbout040-2023 - Midwest Industrial Park - notice of intent to exercise options - purchasing a lot - reconveyed to MVPipe NOTICE OF INTENT TO EXERCISE OPTION
WHEREAS, the ECONOMIC DEVELOPMENT CORPORATION OF WAYNE
COUNTY, INDIANA, an Indiana nonprofit corporation ("EDC"), entered into an Lease
Agreement with the CITY OF RICHMOND, INDIANA, a political subdivision of the State of
Indiana ("CITY"), for the real estate located in the Midwest Industrial Park, which was fully
executed o the December 18, 1998, amended by an addendum dated July 5,2001, and extended
through December 31, 2028 by agreements dated February 24, 2011 and January 11, 2019, and
further amended by the Second Addendum to Lease Agreement dated February 7,2023;and
WHEREAS, said Lease,as amended and extended, is still in full force and effect; and
WHEREAS, Paragraph 6 of said Lease Agreement, as amended and extended, grants to
the EDC the right to purchase all or part of the leased property upon 30 days written notice to the
City upon terms agreed upon by the parties,
NOW, THEREFORE, the EDC does hereby give notice to the CITY of its intent to
exercise its right to purchase Lot Number 1, Phase 3 of the Midwest Industrial Park as shown in
the Nat recorded as Instrument# 2023000886 in the Office of the Recorder of Wayne County,
Indiana for the sum of Five Hundred Two Thousand, Four Hundred Eighty Dollars
($502,480.00) for the specific and limited purpose of reconveying said property to MV Pipe,
LLC, .a Michigan LLC, or its assignee designated prior to closing, pursuant to the terms of a
Purchase Agreement dated February 9,2023, a copy of which is attached hereto as Exhibit"A".
ECONOMIC DEVELOPMENT CORPORATION
OF W COUNTY, INIANA
Dated: 2 2-3 By: 0.0A/U- 1)4
Valerie Shaffer,President
Contract No. 40-2023
STATE OF INDIANA, Wayne County, SS:
Before me, the undersigned, a Notary Public in and for said County and State, personally
appeared the within named VALERIE SHAFFER, as President, a duly authorized officer of
ECONOMIC DEVELOPMENT CORPORATION OF WAYNE COUNTY, INDIANA, who
acknowledged the execution of the foregoing NOTICE OF INTENT TO EXERCISE OPTION to
be her voluntary act and deed.
WITNESS, my hand and notarial seal this 14day of 714,12.4, , 2023.
AfriA
Ir4etary- Public f Wa e County, Indiana
GEORGE M.SOWERS
Notary Public,State of Indiana
,•tkotaek" Wayne County
' Corisstionsiollnrrs
17.34:riluT4 23,24)21i;
ab.
This instrument prepared by George M. Sowers,Attorney at Law.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social
Security number in this document, unless required by law. George M. Sowers
APROVAL OF EXERCISE OF OPTION
CITY OF RICHMOND, INDIANA through its
BOARD OF PUBLIC WORKS AND SAFETY
Dated: 3 By: JZ ;12
Vicki Robinson, President
APPROVED BY YOR
Dated:
. yor
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of
qbruetry q , 2023, by and between ECONOMIC DEVELOPMENT CORPORATION OF
WAYNE COUNTY,INDIANA,an Indiana nonprofit corporation with an address of 900 North E St.,Suite
100("Seller"),and MV PIPE LLC,a Michigan LLC with an address of 5150 Beltway SE,Caledonia, MI
49316 ("Buyer"), In consideration of the terms set forth in this Agreement, Seller and Buyer agree as
follows:
1. Sale of Property. Seller is the "Lessee" under a Lease Agreement with the City of
Richmond,Indiana,as"Lessor",dated December 18, 1998,as subsequently amended and as subsequently
extended through the date of December 31, 2028 (the "Lease"). Said Lease grants to Seller, the right to
purchase all or any part of the property which is the subject of the Lease upon 30 days written notice to the
Lessor and subject to Lessor approving the purchase price. Seller agrees that, upon full execution of this
Agreement it shall give notice to Lessor of its intent to exercise its option for the purchase of the Property.
Upon approval of the purchase price by Lessor,Seller agrees to sell and convey to Buyer,and Buyer agrees
to purchase from Seller,the real estate situated in the County of Wayne, Indiana described as 40.00 acres
(+/-)and further identified on Exhibit A attached to this Agreement, together with all the improvements,
fixtures, easements, division rights, hereditaments and appurtenances associated with that real estate,
(collectively,"Property).
2. Purchase Price,The purchase price for the Property shall be$I 2,562/acre for 40.00 acres
of land which equates to Five Hundred Two Thousand Four Hundred Eighty and 00/100 Dollars
($502,480.00 USD)("Purchase Price"),payable at Closing. Within 3 business days after the date of this
Agreement,Buyer shall deliver to a title company identified by Buyer(the"Title Company"),the sum of
$50,000.00 by wire transfer or certified,cashier's or corporate check(the"Deposit").The Title Company
shall hold the Deposit in escrow, The Deposit shall be credited against the Purchase Price at Closing or
released to Buyer in accordance with the terms and conditions of this Agreement.
3. Closing. This transaction shall be closed on a date and at a location as the parties may
agree,but in no event later than thirty(30)days after expiration of the Due Diligence Period("Closing").
On or before Closing,subject to approval of the purchase price by Lessor, Seiler shall acquire the Property
from the Cky of Richmond, Indiana and Seller shall have good and merchantable title to the Property.
4. Title. Seller agrees to transfer good and marketable title to the Property to Buyer by a
warranty deed,subject only to such exceptions as are identified on the title commitment and not objected
to, or objected to and deemed waived, by Buyer("Warranty Deed"). As evidence of Seller's title,Seller
shall obtain at Seller's cost and expense a commitment ("Title Commitment") to issue an owner's title
insurance policy insuring Buyer in the amount of the Purchase Price, without the standard printed
exceptions„which shall be in the latest form approved by the American Land Title Association("ALTA").
The Title Commitment must show good and merchantable title to the Property to be in the name of the City
of Richmond, Indiana, subject only to the protective covenants and restrictions of record not impairing
Buyer's intended use of the Property,and the requirements to be satisfied at Closing as set forth in the Title
Commitment and shall disclose no other easements,restrictions or encumbrances whatsoever.
5, Objections to Title.On or before the expiration of the Due Diligence Period, Buyer shall
notify Seller if the Title Commitment discloses any exceptions (a "title defect") not permitted by this
Agreement or otherwise unacceptable to Buyer. If any title defect is disclosed, Seller shall remove it at
Seller's cost on or before the Closing.In addition,Seller shall satisfy the requirements set forth in the Title
Commitment on or before the Closing. If Seller is unable to cure such title defects prior to Closing,Buyer
may waive the title defect or this agreement shall be null and void; and there shall be no further liability
1
EXHIBIT "A"
between the parties. If Buyer shall waive such title defects or if Seller shall have cured such defects as
provided herein,the obligations of the parties hereunder shall not be affected by reason thereof;there shall
be no abatement or reduction of the purchase price,and this transaction shall be closed in accordance with
the terms and provisions of this Agreement except that such title defects that are waived by Buyer,if any,
shall be set forth as exceptions in the Deed and the title insurance.
6. Due Diligence.
(a) After the date of full execution of the Agreement by Buyer and Seller, Buyer,
and Buyer's agents,employees,contractors and consultants,shall have one hundred twenty(120)
days to conduct such inspections, inve-sti:;tions, appraisals, tests and determinations of the
Property as Buyer shall desire in order to determine, in Buyer's sole discretion,that the condition
of the Property is acceptable and that the Property is suitable for Buyer's intended use (the"Due
Diligence Period"). Such inspections, investigations, appraisals, tests and determinations of the
Property during the Due Diligence Period may include, but may not be limited to, reviewing and
investigating the condition of the Property, reviewing relevant and material existing contracts,
available utility services,public services and access,applicable zoning ordinances,use regulations
and business codes,the Property's compliance with all applicable state and federal environmental
laws and regulations, the availability and acquisition of any governmental approvals or permits
(including zoning changes and parcel divisions)necessary or desirable for Buyer's intended uses
of the Property, conducting soil tests of the Property, borings and other engineering and
architectural tests, and conducting an investigation and testing of the environmental conditions
which exist at the Property. The cost of any and all inspections, investigations, appraisals, tests
and determinations shall be borne by Buyer. Seller shall provide Buyer a reasonable right of access
to the Property for the purposes of Buyer conducting its due diligence investigation hereunder,
which shall be at a time and in a manner not to interfere with Seller's use of the Property. Upon
the conclusion of any and all inspections, investigations, appraisals, tests and determinations
(notwithstanding the termination or nullity of this Agreement and in addition to any other remedies
or damages available to Seller at law or under this Agreement),Buyer shall, at Buyer's sole cost
and expense,promptly restore the Property to a condition at least as good as its condition prior to
Buyer or Buyer's agents conducting any such inspections, investigations, appraisals, tests and
determinations and shall be responsible to Seller for any damage caused by Buyer (or Buyer's
agents)to the Property.
(b) Within ten (10) days after Seller's execution of this Agreement, Seller shall
provide Buyer with a copy of any results or reports of any such inspections, investigations,
appraisals,tests,survey and determinations of the Property in which Seller has current possession.
(c) At any time during the Due Diligence Period, Buyer may, in Buyer's sole
discretion determine that the condition of the Property is not acceptable or that the Property is not
suitable for Buyer's intended use by providing Seller with written notice thereof.Thereupon,Buyer
may in Buyer's sole discretion,terminate this Agreement which shall thereafter be of no further
force or effect and the Deposit shall be returned to the Buyer.
7. Survey. Seller shall, at Seller's expense, and contemporaneous with obtaining a Title
Commitment, order and have prepared an ALTA survey of the Property with such Table A requirements
as requested by Buyer and approved by Seller(which approval shall not be unreasonably held)("Survey").
If,during the Due Diligence Period, Buyer determines that the results of the Survey and the condition of
the Property are not acceptable, or that the Property is not suitable for Buyer's intended use, Buyer may,
in Buyer's sole discretion, terminate this Agreement by providing Seller with written notice, which shall
thereafter be of no further force or effect.
2
8. Seller's Representations and Warranties. Seller represents and warrants to Buyer,
which representations and warranties shall be true to the date of the Closing, as follows: (a)there are no
known pending or threatened condemnation proceedings against the whole or any part of the Property; (b)
there are no known claims, litigation,proceedings,or disputes pending or threatened against or relating to
the Property; (c)the Property is free and clear of all violations of laws, ordinances, orders, codes, rules,
regulations and building and use restrictions; (d)Seller, through the person(s)executing this Agreement,
has full power and authority to enter into this Agreement, and to assume and perform all the obligations
under this Agreement; and(e) that Seller's Lease(hereinbefore described) is not in default and there are
no other known agreements, contracts, or subleases, written or oral, which affect the Property in any
manner other than this Agreement,none of which are in default,and any agreements disclosed by the title
commitmeat. Seller shall defend, indemnify and hold Buyer harmless from and against any and all
liabilities,claims,demands,and expenses,of any kind or nature,(including court costs and attorneys' fees)
arising from or related to(i)the inaccuracy or breach of any of Seller's representations and warranties,and
(ii)Seller's breach of this Agreement. Buyer shall defend, indemnify and hold Seller harmless from and
against any and all liabilities, claims, demands, and expenses, of any kind or nature, including without
limitation, all expenses related thereto, including, without limitation, court costs and attorneys' fees for
matters arising from or related to Buyer's breach of this Agreement.
9. Contingencies. The obligation of Buyer to close the transaction contemplated by this
Agreement("Purchase")shall be contingent upon: (a)Buyer's reasonable satisfaction with the results of
its Due Diligence investigation of the compliance of the Property with applicable laws, ordinances and
regulation (b) Buyer's satisfaction, in its sole discretion, with the results of the Survey; (c) Buyer's
satisfaction, in its sole discretion, with such inspections of the Property as Buyer desires; (d) all
representations and warranties of Seller set forth in this Agreement being true as of the Closing; (e)Seller
having performed and complied in all material respects with all covenants,obligations and agreements to
be performed or complied with by Seller on or before the Closing under this Agreement; (f) Buyer's
satisfaction, in its sole discretion,with its review of Seller's Documents and the condition, permitted use
and development prospects for the Property;and(g)Buyer obtaining approval from its Board of Directors
regarding the purchase of the Property.If Buyer is unable to satisfy one or more of the contingencies, and
is not willing to waive the contingency(ies),then Buyer may terminate this Agreement by notice to Seller,
have available to it any remedy provided by this Agreement or law,and thereafter neither Seller nor Buyer
shall have any further liability to the other under this Agreement. The obligation of Seller to close on the
Purchase shall be contingent upon Seller obtaining Fee Simple Title from the City of Richmond, Indiana
and Seller obtaining the approval of its Board of Directors on or before the expiration of the Due Diligence
Period. If Seller is unable to (i) obtain Lessor's approval of the purchase price, (ii) obtain Fee
Simple Title from the City of Richmond, Indiana,or(iii) obtain approval of its Board of Directors
on or before the expiration of the Due Diligence Period, Seller shall reimburse Buyer for its
reasonable out-of-pocket due diligence expenses, but in an amount not to exceed$50,000.00.
10. Taxes and Assessments.Taxes shall be prorated to the date of Closing,on a calendar year
basis. The prorations shall be based on the last tax bills issued unless there has been an assessment change
in the Property in which case the pro-rations shall be on that basis. Seller shall be liable for all transfer
taxes related to the Property.
Real Estate Broker Commission. Seller and Buyer hereby represent and warrant to the
other party that, in connection with this transaction, no third-party broker or finder has been engaged or
consulted by it or through such party's actions (or claiming through such party) which is entitled to
3
compensation as a consequence of this transaction. Seller and Buyer hereby agree to indemnify, defend
and hold the other party harmless against any and all claims of brokers,finders or the like,and against the
claims of all third parties, claiming any right to commission or compensation by or through acts of the
indemnifying party or its partners,agents or affiliates in connection with this Agreement.The indemnifying
party's indemnity obligations shall include all damages, losses, costs, liabilities and expenses, including
reasonable attorneys' fees and litigation costs,which may be incurred by the other party.
12. Risk of Loss; Condemnation.The risk of loss for any substantial damage or destruction
to the Property shall be borne by the Seller until Closing. Seller shall promptly notify Buyer of any
impending or actual condemnation proceedings against the Property or any portion of the Property of which
Seller has actual notice or any fire or other casualty to the Property. If any material portion of the Property
shall be threatened to be taken as a result of condemnation proceedings or be damaged as a result of fire or
other casualty prior to Closing,Buyer shall have the right:(a)to terminate this Agreement by written notice
to Seller within ten (10) days after receipt of notice of such proceedings or damage, and in such event
neither party shall have any further liability under this Agreement;or(b)to proceed to Closing as provided
in this Agreement,agreeing to take the Property in its then-current condition,and in such event Buyer shall
be entitled to receive all of the condemnation or insurance proceeds payable as a result of such
condemnation or such damage. If the Buyer elects to take the insurance proceeds,the Seller shall also pay
an amount equal to the Seller's deductible for the loss to the Buyer at Closing.
13, Closing Deliveries. At Closing,Seller shall deliver to the Title Company,for delivery to
Buyer,the following items,which shall be in a form and substance reasonably satisfactory to Buyer:
(a) An ALTA owner's title insurance policy based on the Title Commitment that is
acceptable to Buyer,in an amount not less than the Purchase Price,insuring Buyer as owner of fee
simple, indefeasible title to the Property with full extended coverage over all general exceptions,
free and clear of any and all liens and other encumbrances except those approved by Buyer;
(b) An affidavit of ownership as required by the Title Company in order to induce the
Title Company to omit the standard exceptions from its title insurance policy;
(c) A certificate in such form as may be required by the Internal Revenue Service
pursuant to Section 1445 of the internal Revenue Code of 1986, as amended, or the regulations
issued pursuant thereto,certifying as to the non-foreign status of a transferor;
(d) Possession of the Property to Buyer;and
(e) Such other documents, including a signed closing or settlement statement, as are
necessary and appropriate for the consummation of this transaction by Seller or requested by Buyer
or the Title Company.
14, Defaults and Remedies.
(a) If Buyer fails to timely perform any material act,including the failure to close on
the purchase of the Property as a result of Buyer's material default under the Agreement, then
Seller shall be entitled to the full amount of the Deposit as liquidated damages as Seller's sole and
exclusive remedy, and on payment to Seller of such amount, this Agreement and all rights and
obligations of the parties shall terminate. The Parties agree that it would be impracticable and
extremely difficult to ascertain the actual damages suffered by Seller as a result of Buyer's failure
to complete the purchase of the Property and that under the circumstances existing as of the date
4
of this Agreement, the liquidated damages provided for in this Subsection 14 represents a
reasonable estimate of the damages that Seller will incur as a result of such failure. The parties
acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty,
but is intended to constitute liquidated damages to Seller.
(b) If Seller fails to timely perform any material act,or provide any material document
or information required to be provided by Seller, or if any representation and warranty made by
Seller pursuant to this Agreement is untrue when made, then Buyer shall be entitled to either
(I)terminate this Agreement, receive a refund of the Deposit and seek Buyer's actual damages
arising from Seller's breach but not exceeding,however,$50,000;or(ii)seek specific performance
of this Agreement.
(c) The prevailing party in any adversarial proceeding brought under or with relation
to this Agreement or transaction shall be entitled to recover court costs,reasonable attorneys fees
and all other litigation expenses from the non-prevailing party.
15. Miscellaneous.
(d) This Agreement shall be binding upon and inure to the benefit of Seller and
Buyer and their respective successors, heirs, permitted assigns, executors, administrators, and
personal representatives.Notwithstanding the foregoing,Seller shall not assign this Agreement or
any of Seller's rights under it.
(e) Seller and Buyer recognize that the law firm of Miller Johnson ("Legal
Counsel") is representing the Buyer in the Purchase, Seller has either hired independent legal
counsel or knowingly elected not to hire independent counsel to represent it in the transaction
contemplated by this Agreement. In such capacity, Legal Counsel has prepared this Agreement
and will be called upon to prepare other documents necessary for the closing of this transaction.
(f) All notices required by this Agreement shall be in writing and shall be delivered
to Seller and Buyer at their respective addresses set forth above,or at another place designated by
like notice to one another. Personal delivery or mailing of a notice by certified mail, postage
prepaid, shall be sufficient notice.Notice shall be effective upon receipt, if personally delivered,
or upon mailing,if mailed.
(g) Time is of the essence of this Agreement, except that Buyer may waive this
provision for the purpose of meeting conditions and contingencies under this Agreement.
(h) This Agreement may not be amended, altered or modified unless done so in
writing by the person against whom enforcement of any waiver,change,modification,or discharge
is sought.
(I) The representations,warranties and agreements set forth in this Agreement shall
survive the closing of the transactions contemplated by this Agreement,
(j) This Agreement and the exhibits to this Agreement contain all of the
representations and statements by Seller and Buyer to one another and express the entire
understanding between them with respect to the transactions contemplated by this Agreement. All
prior cotnm iications concerning the subject matter of this Agreement are merged in and replaced
by this Agreement.
5
(k) All notices, payments, demands or requests required or permitted to be given
pursuant to this Agreement shall be in writing and shall be deemed to have been properly given or
served and shall be effective on (i)personal delivery; or((i)on the 2.'d business day after being
deposited in the United States mail, postpaid and registered or certified with return receipt
requested; or (iii)when sent by private courier service for same-day delivery; or(iv) 1 day after
being sent by private courier service for next-day delivery; or(v)on the business day that such
notice or other communication is sent by electronic mail or similar electronic device. The time
period in which a response to any notice,demand or request must be given shall commence on the
date of receipt by the addressee of such notice, demand or request. Rejection or other refusal to
accept delivery or inability to deliver because of changed address, of which no notice has been
give.,shall constitute receipt of the notice,demand or request sent. Any such notice, demand or
request shall be sent to the respective addresses set forth below:
If to Seller: Economic Development Corporation of Wayne
County, Indiana
PO Box 1919
Richmond,IN 47375
Attention: Valerie Shaffer
Email: valerie@whywaynecounty.com
with a copy to: Knoll,Kolger, Sowers&Metzger
111 S.7th Street,Suite A
Richmond,IN 47374
Attention: George M. Sowers
Email: gsowers@knollkolgercom
If to Buyer: MV Pipe,LLC
5150 Beltway Drive SE
Caledonia,Michigan 49316
Attention:Jamie Halfmann
Email:jhalfmann@vikingcorp.corn
with a copy to: Miller Johnson
45 Ottawa Avenue,S.W.,Suite 1100
Grand Rapids,Michigan 49503
Attention:Eric R.Starck
E-mail: starcke@milleriohnson.com
Signature page to follow
6
EXHIBIT A
Legal Description of Property
Lot Number 1, Phase 3 of the Midwest Industrial Park as shown in the Plat recorded as
Instruments 2023000886 in the Office of Recorder of Wayne County,Indiana.
MUMS 35:,:6383v2
The parties have signed this Agreement as of the date first set forth above,
SELLER:
ECONOMIC DEVELOPMENT CORPORATION OF WAYNE COUNTY,INDIANA
By:
Name: VA er t -f 't
Its: Prz_641 trt±
BUYER:
MV PIPE LLC
By; -
Na : Jamie Hoffmann
Its: Treasurer
7
, •
E,H P c'-) ' i5-50lizt.-
.. .4.510'1470004.y T .''' )1-'°d itiU1r7PIJI -150e1P...-filt.:21:'",.
,. e,tooN—stove ' J04 ?old AinocS.,,ii', `.,", 1 w: ',-PISTS IR 5S1 41
„-2...:9e,;,
,... ----- ,r• 1
i g i
1
z ,
,& i qt ,• ," '1
4. I.
gt ; -7._____-.-----ii.-- ,,_, i , ,,‘:)..'.)--'''''''..,---•-'' t
/ D ' '•-•--..7411k . It -'.:-.---`'',IC-'1?.' q ; i
li'l re' 1
** !
14{441441, 1
.1{7---4rii•--0.41,17:7,,:y7i pyoad 61801 oNng$ lilabw I
I 1 1-,r,•1 Va.En'41 re f Om- tl. 1
i 111;;11 Cr) IP 1 1 11 I! I 4'ltdi 44 k )4 '4111P I
! i I
'g il I
6
lif Wkq,k 1 2
,. )tik•',sc.,. .1;
`'t'1114.
Z1 1 ill
11 l'
§ 1 q e. .•,-,-
i..i
Al .
III I ll
I
)1 li 11 .1 ti
.11tNiiI
I 1
I
-0. .,..
1ii, ! 14 t iii il L e
iliiii 11 dill I fl'1111 •1
II f, II t II i ';
li(11 it 11,11 •;rilli it
II'''.
,,, li 111:11,+-
`.1 iii i tr,1„,„ity kbp1 w.1
"1 - 1 1111/1131 $til i PIP pi
o til , i • r 41 1
It L ;Itii l't W01111.11 I „,
ii liattli 1111111t11 b islii
..-
....-,.. : •,, ,„.,.., v v.
i 14).
p kriuill I) ,i iir
1.p.,•.'.,,,:,,ig,,,,A,,,F,%;:la rp,,,,;...„,,,,,,,
.,5,-.,*r(W,•ritt,/..;',7.,!:
.111Jiii11111111itill '11'';.i.*2.Vt•.,i)'-',;. .;•'i;','•,',4r'.,: tl
§ rif, .. ,..,,,,..„1......“.......,,,,, ,F„ N ,....r,,;1,1.1}el.,.t:5•',`-h, c'
1:1 ''..'in'..'‘,.4Vti:1;'';.$41?:1,'."•• ,'
‘i CL.i •,c; 1 ii, •., , •)i.:--0.;,,•,. w.„4,Jy• 1
.„.,:-Ir'11... •.,..3°.;ii.:,..,;;I:ktv , 4
4- 1?.., ilk •II i '11.,, kj
1 L4 't E A,''. .1•1 t; °„ 'III 111.1111.' ';,iel,..t. 1,"o'r.14AI ''A`
114 c'''AI'l i 1 i a
, . .i•• 1.t,,. ,
1 '6 '.-, :5.• '' .11/I i II i ttilli$di Iii
41 ,
, . .. ... ,.
. , .
II4 .. . .
... „_. . ...._.__
. ,