HomeMy Public PortalAbout041-2023 - Midwest industrial Park - notice of intent to exercise options - purchasing a lot - going to Liberation Labs Holdings 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 on.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
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 approximately 36 acres to be platted as Section 9,Lot 11 in Phase
of the Midwest Industrial Park as generally depicted on Exhibit A attached hereto, and made a
part hereof, for the sum of Three Hundred Forty-Two Thousand Dollars ($342,000.00) for the
specific and limited purpose of reconveying said property to LIBERATION LABS HOLDINGS,
INC., a Delaware corporation, or its assignee designated prior to closing,pursuant to the terms of
the Agreement to Purchase and Sell Real Estate attached hereto as Exhibit B.
ECONOMIC DEVELOPMENT CORPORATION
OF WAYNE COUNTY, INDIANA
Dated: I /6-k /9.3 BY: rWUMict
Valerie Shaffer,Preside
Contract No. 41-2023
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 2 "74 day of __, 2023.
M.SOWERS
..„0TARfr
NoGtEary°pwklawiEince,spottemotyf indian4
of Wayne County, Indiana
:*: 680580
My C ITAPIt55101)Expire5
Feburvigary 23,2024
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
APPROVAL OF EXERCISE OF OPTION
CITY OF RICHMOND, INDIANA through its
BOARD OF PUBLIC WORKS AND SAFETY
Dated: ,-,?'-; '7%1 By:
Vicki Robinson, President
APPROVED BY MAYOR
Dated: 03 06 . By:
. Sno Mmg.,.1/9
V IlIgIETIZ
gg-gai emeJ, ,
1 I )07 6 tPS` uo
--i---
.T.',,,i;''''C'F. • t...'t,
.,..1.r-afripeeste V 1 )1,1Dd )11/..liSrip14 1S,9/91p,In
wrooya-RIB,aa 1 J 0 f 1 oici p,fo:Dad
,-,
l' I
lil11 ,
cr
d ` •.-, d 1 i
, .
z -
---,-,----- --
--,
-, .01110
,,,_,
If ., .
,0 ,
I
0 ,, ...„, 0 ,Aro ,4,..
7,,,z;litt7111:1"214ri
?-` 411110,341Vilkibl
\ 11
e/ ,„1 4 4 ,...A 1 1 i'4 biathlithilit
1 1
i 3 i'1
1 ) 0,11
ilol
1 titc3
f .'2: ,
'- '' ° l' C li
1 i r „
---,,,,,,/ 'c4,„.,11:2
1 1
i (
11 I
/
1 1 0 --II IJ
__,-----/7 --——_...,..___ ;— ..i. io3 1 1 ., , •,,,
1
• - PCv-,, v., —. , , - ti ,t. 1.i
1 --------- '-'...",---- — ----- 4•
I /
I 1 I l'_ ----------
46 91 1,
t-14 ill wu ""
11 4.06- L -----r,
,.,..„..,._____ __z_-_-__-_-_-_,_,,...7:::._,...._,_,..___,,.:=,:_o...;:,;(itc'marlc.jr---; -
, — - = ----"-"- -i":ff
i
•!! .', v. o,
:1,4 -4-' `;:' •-..." $ ill I si
"...1 v--. 3 1 V. t1P $4 ! !i I ill; 1 Olbit" 4411 j‘111 ! 1 lititif q' 1 th 'a I'
'fr, i lip l' !Rill i ePti i 0:1, Mi.,
li i , tw Al x ‘a . 4:qt I 1 4, t 41 :.., IP 1
til4 ' iipt' II i lit 1 '..ir V
It
c.".) ,0 v yili k /4 411 11 NI 4 e 01/4 ft 11111 t OP "' Ili tr,,,, ,,oi, „ ,, ,
„ _ „..., _ , 0, ,,, , ii, i , 1 Z1 t 111 ii '11 0 Ili ivl iii 11$ • 0,11V li • 1 HI il 0 ill/ /''
t
i I'' ill R'II'0 t'il 1' ""'ttIV NOT 1134 II 1 l'4111 /1'11111P'11 1 t 41 li
Con ."'',-- (.1'1 )14 I i k . • , I k.,,,,,,,, ), 1 1 . 0 1 . . 4 ii, # '
.."r‘ VI tril„1114! 11 I 11$ 0%il iti Srli 40 1 i.1 L II 11/111/1 iii IN ill 1'tih 0 Y1 1,1 g‘4''
' li itiffilii illi 1)/41 gel 'lg iii rrat ii"x ' 'it 1 filii 1 Il 1'iv r til rill'it
iiii t. ., 0,,0 , t 1 hb 1i:11111in I R oi 1 1 I I lithID gil 1 % o 1 0
-,. ....i -- ••;Y- ,‘' , , 7.
i i 1
10' —
•:.._ 5,-e,- 4 qi h t ,11)iii L ta hiL 1110,u
, i
AGREEMENT TO
SELL AND PURCHASE REAL ESTATE
This Agreement to Sell and Pure ;et)Real Estate ("Agreement") is made and entered into
on. this 20th day of January, 2023, by and between the ECONOMIC DEVELOPMENT
CORPORATION OF WAYNE COUNTY, INDIANA, an Indiana nonprofit corporation,
heremeer referred to • "Seller", and LIBERATION LABS HOLDINGS, INC, a Delaware
corporation,hereinafter referred to as"Purchaser'.
WITNESSETH:
1. Sale and Purchase.
a, Seller agrees to sell and Purchaser shall purchase, subject to the terms and
conditions. herein, approximately 36 acres of land (the "Property') in the
Midwest Industrial Park located in Wayne County,Indiana,as being generally
depicted on xhibtA, attached hereto and made a part hereof, Seller shall, at
Seller's sole cost and expense, create a legal description and boundary lines of
the Property acceptable to Purchaser, which legal description,and boundary
lines shall reflect the depiction included on Exhibit A.
b. Seller holds an option to purchase the Property from the City of Richmond,
County of Wayne, State of Indiana (the "Option"): Seller enters into this
Agreement subject to, its ability to exercise its option for the purchase of the
Property from the City of Richmond, County of Wayne, State of Indiana
acting by and through its Board of Public Works arid Safety ("Owner"),
Seller agrees to give notice of its intent to exercise its option to purchase the
Property from the City of Richmond, County of Wayne, State of Indiana
within 20 days from full execution of this Agreement.
2. Purchase Price. The purchase price for the Property shall be Three Hundred
FortyTwo Thousand Dollars ($342,000.00) (the "Purchase Price"). Within Eve (5) busieess
days of the full execution of this Agreement and delivery to Pure e;•er,Purchaser shall deposit in
escrow with Abstracts, of Richmond, Inc. ("Escrow Agent" or "Title Company") an earnest
money deposit of Twenty Thousand Dollars ($20;000.00) (the "Deposit"): Upon the closing of
the transaction contemplated by this Agreement (the "Closing"), the Deposit shall be credited
against the Purchase Price. If the Closing does not oceur, the Deposit shall be delivered to
Purchaser or Seller, 83 the circumstances warrant, pursuant to the terms of this Agreement. Iii
the event that Purchaser elects not to consummate this Agreement and gives proper notice of
termina.tioa during the Due Diligence Period,the Deposit shall be refunded to Purchaser after the
deduction of any actual and reasonable out of pocket survey expenses for the Property incurred
by Seller in connection with this Agreement If Purchaser fails to timely terminate this
Agreement during the Due Diligence Period, the Deposit shall become non-refundable to
Purchaser expect as otherwise provided herein.
lot&
46126064,4
EXHIBIT B
3. survey. The Seller shall obtain a new survey of the Property to be prepared by an
Indiana Registered Land Surveyor (the "Survey"). The Survey shall be drawn in accordance
with the minim.= standard detail requirements of ALTA land title surveys with those optional.
survey responsibilities and specifications as required by Purchaser.
4, Title Insurance. Pure :er, at Purchaser's expense, shall order a.standard form
ALTA Owner's Commitment for title insurance (the "Corrunitinent") covering the Property and
issued by the Title Corapany, tegether with all copies of instruments, if any referred to in the
Commitment as exceptions to title. The Policy (as defined below) shall have such endorsements
as required by Purchaser in its sole discretion. Purchaser shall provide a_ copy of the
Commitment, together with copies, of all instruments referred to as exceptions to the Seller.
Within 15' days of receipt of the later of the Survey and the Commitment;,which Commitment
must include copies'of all documents constituting exceptions to title and survey, Purchaser may
give notice in writing to Seller of any defects in or objections to the title or the Survey as so,
evidenced(the'Purchaser Objections"), Seller shall,within 15 days of receipt of such notice-, or
such time as may be exteeded by Purchaser, exert its reasonable arid diligent efforts to clear the
Purchaser Objections. Failure to exert such effort to remedy the,Purchaser'Objections within 15
days, or such time as may be extended by Pnrchaser, shall eonstitute,a default on the part of the
Seller and be subject to the provisions of paragraph 9 contained herein. If Purchaser does not
either accept the conditions of the Commitment and Survey or object to the conditions of the
Commitment and Survey within said 15 day period, then Seller shall give Purchaser a written
notice of its failure to object to the conditions of the Commitment and Survey. Except for (1)
Putchaser Objections„and (ii) any liens or encumbrances having liquidated amounts, exceptions
on the Comm ent shall be included in the terms "Permitted Exceptions" as used herein. For
clarity and notwithstanding anything to the contrary contained herein or in the Purchaser
Objections, the Protective Covenants and Restrictions of the Midwest Industrial Park shall also
be deemed"Permitted Exceptions."
In the event that following the initial versions of the Commitment and Survey there are new title
or survey conditions identified That were not initially included on the initial versions of the
Commitment and Surveys then Purchaser shall have the right to notify Seller of such additional
Purchaser Objections and Seller shall respond to the Purchaser Objections in the Same manner as
set forth in the paragraph above.
5. Title and Deed. At the Closing, Seller shall convey to Purchaser or Purchaser's
assignee or nominee, by Special Warranty Deed in a form acceptable to Purchaser, fee simple
marketable title to the Property, free and clear of any and all encumbrances except for Permitted
Exceptions as provided herein. At the Closing, Purchaser shall also be able to obtain, at
Purchaser's expense, a standard from ALTA Owner's Title Insurance Policy (the "Policy")'
issued by the Title Company, insuring marketable title to Purchaser : ' containing no exceptions
or conditions other than the Permitted Exceptions. Seller shall deliver ID Purchaser and Title
Company copies of the deed and all other documents required for closing at least ten (10) days
prior to Closing. Delay in Seller's delivery of said instruments may at Purchaser's option result
in a delay of the Closing equivalent to the delay in the delivery of the instruments, or a default of
this Agreement pursuant to paragraph 9.
6. Risk of Loss; Condemnation, Until the Closing, the risk of loss or damage to
the Property or its taking or damage by condemnation shall be on Seller. If any loss or damage
46126064,4 2 1111/40
. .
occurs, prior to the Closing, then Purchaser shall have the option of (i) terminating this
Agreement and receiving a refund of the Deposit, or (ii) accepting the Property with abatement
of the Purchase Price in the amount of the cost of replacement or repair, lf, prior to the Closing,
all or any pert of the Property shall be condemned by governmental or other lawful authority,
Purchaser shall have the option of(a) completing the purchase, in.which event all condemnation
proceeds or claims thereof shall be assigned to Purchaser, or (b) terminating this Agreement, in
which event the Deposit and any interest earned thereon shall be returned to Purchaser and this
Agreement shall be terminated..
7. Taxes, and ASsessments. Real property taxes and assessments, water rates and
sewer charges ; d rents (collectively, "Taxes"), if any, shall be prorated and adjusted on the
basis of a calendar year, the Seller to pay all charges applicable to and including the day before
Closing. Taxes for all prior years shall be paid by Seller. If the Closing shall occur before the
tax rate is fixed for the then-current year,the apportionment of taxes shall be upon the basis of
the tax rate for the preceding year applied to the latest assessed valuation, with the proration to
be adjusted between the parties based on actual taxes for the year in which Closing occurs at the
time such actual taxes are determined, Assessments, either general or special„for improvements
completed prior to the date of Closing, whether matured or =matured, shall be paid in full by
Seller. All other assessments due after Closing shall be paid by l'urchaser.
8, Broker,.e Fees. Purchaser and Seller represent to each ether that neither of
them has employed a real estate broker with respect to this transaction. Purchaser and Seller shall
indemnify,defend and hold each other and their respective successors and.assign;harmless with
respect to any claim of any broker or sales person claiming a commission and/or damages
through or under the indemnifying party in connection with this transaction, including, without
limitation,reasonable attorneys' fees,court costs and legal expenses.
9, Default:
a, Default by Purchaser. If Purchaser shall default in the performance of any
of the,terms and contlitions of this Agreement, or if the Closing shall not
occur through the fault of Purchaser, Seller may, as its sole remedy,retain
the Deposit as liquidated damages, and this Agreement shall be
terminated,
b. ,Default by Seller, If Seller fails or refuses to fully comply with the
terms of this Agreement, for any cause other than Purchaser's default
hereunder, Purchaser may, at its option, (a) terminate this Agreement and
recover from Seller the Deposit paid by Purchaser in connection with This
Agreement, (b) proceed with this Agreement and take the Property as is,
or (c) or maintain an action for specific performance of this Agreement.
c. Notice cf Default. In the event either party is in default of any
provision hereof, the non-defaulting party, as a condition precedent to its
remedies,must give the defaulting party written notice of the default. The
defaulting party shall have ten(10) days from the receipt of such notice to
cure the default. If the default is timely cured, this Agreement Shall
continue in full force and effect. If the default is not timely cured, he
46126064.4 3
non-defaulting party may pursue its applicable remedies set forth in the
Agreement.
10. Rielit of Entry. At any time prior to the Closing, and at Purchaser's sole
expense,Purchaser or its authorized agents shall have the-right to enter upon the Property for any
lawful purpose, including without limitation making such surveys and site analysis, test borings
and engineering studies and to erecting such sits • as Purchaser may deem necessary. Except for
any preexisting conditions on the Property, Purchaser shall indemnify and hold Seller hornless
from,and against any and all claims and liens arising out of any act of Purchaser or its authorized
agents,as a result of their respective activities on the Property prior to Closing. Purchaser's
obligation.to close is expressly conditioned upon inspection results, which, in the sole judgment
of Purchaser, evidence that the Property is suitable for Purchaser's intended use. When such
reports disclose conditions unsatisfactory to Purchaser, which Seiler is unable or unwilling to
correct at SeITer's expense,Purchaser may terminate this Agreement by written notice to Seller
and Title Company, in,which case the Deposit shall be returned to Purchaser within 2 business
days following Title Company's receipt of such notice.
I 1, Preconditions ta Closine„
a. Seller's Preconditions to Closing. The obligation of Seller to effectuate
Closing wader this Agreement is subject, at Its option, to satisfaction of
each of the following,conditions or requirements:
1. Seller's board of directors must,authorize.the transaction by proper
resolUtion.
2, Owner shall have complied with the Option and conveyed the
Property to Seller or its assignee or nominee pursuant to the terms
of this Agreement.
3. Purchaser or its assignee must provide Seller with evidence that it
has registered with the Office of the Secretary of State of Indiana
and is duly qualified to conduct business in the State of Indiana.
b. Purchaser's Preconditions to Closing The obligation of Purchaser to
effectuate Closing under this Agreement is subject, at its option, to
satisfaction of each of the following conditions or requirements:
1. Seller shall,,at Seller's sole costs and expense, have completed all
land divisions and other actions necessary to create boundary lines
of the Property in locations acceptable to Purchaser.
2. Seller shall have, complied with its obligations to provide notice
pursuant to paragraph 1(b)hereof, and shall have caused Owner to
comply with the terms of the Option,
3. Purchaser shall have obtained all Approvals(az defined below).
A)
46126064.4 4
4. All of Seller's representations and warranties set forth in Section
12 shall be true and correct as of the date hereof and on the date bf
Closing hi all material respects, which Seller shall certify to
Purchaser at Closing.
c, Failure of a Precondition. In the event that a precondition contained in
paragraph 11(a) or (b)is not satisfied or waived as of the scheduled date of
Closing,Purchaser shall have the option of terminating this Agreement and
receiving a refund of the Deposit. In the event that a failure of a
precondition is also a default under this Agreement, the non-defaulting
party shall have the remedies set forth in paragraph 9.
12. Seller'S Revresentations and Warranties.
a. Organization and Authority. Seller is duly orgartized or formed, validly
existing and in good standing under the laws of its state of formation.
Seller has all requisite power and authority to execute, deliver and perform
it, obligations under this Agreement and all of the other documents
executed in, connection with this Agreement (the "Transaction
Documents") to which it is a party, and to, carry out the transactions
contemplated by this Agreement. The undersigned who has executed this
Agreement on behalf of Seller has been duly authorized to do so.
b. Enforceability of Documents. 1Jpon execution by Seller, this Agreement
and the other Transaction Documents to which it is a party, shall constitute
the legal, valid and binding obligations of Seller,enforceable against Seller
in accordance with their respective terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium, or other similar laws relating to or affecting the rights of
creditors generally,,or by general equitable principles.
c. NO Other Agreements and Opticms. Except tbr the Option, and a sublease
eement for the tillable acreage with a farm. tenant (the "Sublease"),
neither the Seller nor the Property is subject to any commitment,
obligation, or agreement, including, without limitation, any service
agreement, license, unrecorded easement, any right of first refusal, option
to purchase or lease granted to a third party. The terms of the Sublease
allow Seller "to withdraw tillable acreage from the terms of this sublease
for purposes of preparing and developing a portion of the Industrial Park
upon (60) days written notice to Tenant".. Upon full execution of this
Agreement, Seller shall give written notice to the farm tenant for the
withdraw of the Property from the terms of the Sublease.
d. No Violations, The authorization, execution, delivery and performance of
this Agreement and the other Transaction Documents by Seller will not
(i)violate any provisions of the charter documents of Seller, (ii)result in.a
violation of or a conflict with, or constitute a default under any other
material document; instrument or agreement to which Seller is a party,
4)))
46126064,4 5
(iii) result in the creation or imposition of any lien, restriction, charge or
limitation of any kind, upon Seller or the Property, or (iv) violate any law,
statute, regulation, rule, ordinance, code, rule or order of any court or
govermnental authority applicable to Seller or the Property.
e. Compliance. Seller's intended use of the Property, and the condition
thereof, comply in. all material respects with (i) all applicable statutes,
regulations, neles, ordinances, codes, licenses, permits, orders and
approvals of each governmental authority having jurisdiction over the
Property,including, without limitation, all health, buil " :, fire, safety and
other codes,ordinances and requirements,the Americans With Disabilities
Aet.of 1990, in each case, as amended) and any judicial or administrative
interpretation thereof, including any judicial order, consent, decree or
:reis ent applicable to the Property or Seller (collectively, the "Legal
Requirements"), and (ii) all restrictions, covenants and encumbrances of
record with respectto the Property. Seller •;• not received any notification
that the Property is in violation of any of the foregoing, including without
limitation,the Legal Requirements,
f• Litigation. There is no legal, administrative, arbitration or other
proceeding, claim or action of any nature er investigation pending or
involving or threatened against, Seller or the Property before any
governmental authority, except as has been disclosed in writing by Seller,
which materially and adversely affects or may materially and adversely
affect the Property or the business performed and to be performed on the
Property,
g, No Mechanics' Liens, No work has been performed or is in progress nor
have material's been supplied to the Property or agreements entered into for
work to be performed or materials to be supplied to the Property prior to
the date hereof, which will not be paid in the ordinary course. Seller shall
he responsible for any and all claims for mechanics' liens and accounts
payable that have arisen or may subsequently arise due to agreements
entered into for and/or any work performed on; or materials supplied to the
Property prior and subsequent to the Closing Date, and Seller shall and
does hereby agree to defend, indemnify and forever hold Buyer and
Buyer's deshisees harmless from and,against any and all such mechanics'
lien cl 'aims, accounts payable or other commitments relating to the.
Property.
h. Fnvironmental.
a. The Property is not in violation of any Hazardous Materials Laws and
there is no past or present non-compliance with Hazardous Materials
Laws, or with permits issued pursuant thereto) in connection with the
Property.
4 )
46126064.4 6
b. Seller has not received any written or oral notice or other
communication from ,any person or entity (including but not limited to
a governmental authority)relating to Hazardous Materials or USTs, or
remecliation thereof, of possible liability of any person or entity
pursuant to any Hazardous Materials Law in connection with the
Property.
For purposes of this Agreement,the following definitions apply:
"Hazardous Materials" includes: (a) oil, petroleum products, flammable substances, explosives,
radioactive materials, hazardous wastes or substances toxic wastes or substances or any other
materials, contaminants or pollutants, the presence of which causes the Property to be in
violation of any local, state or federal law or regulation, (including without limitation, any
Hazardous Materials Law), or are defined as or included in. the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", 'toxic substances", "contaminants",
"pollutants", or words of similar import under any applicable local, state or federal law or under
the regulations adopted, orders issued, or publications promulgated pursuant thereto, including,
but not limited to: (i)the Comprehensive Environmental Response, Compensation wad Liability
Act of 1980, as amended, 42 T.J.S.C. §9601, et sN,.; (ii)the Hazardous Materials Transportation
Act, as amended, 49 U.S.C. §1801,et IN.,; (in) the Resource Conservation and Recovery Act, as
amended, 42 13 SC §6901, et ge.; and (iv)regulations adopted and publications promulgated
pursuant to the aforesaid laws; (b)asbestos in any form which is friable,urea formaldehyde foam
insulation, transformers or other equipment which contain dielectric fluid containing levels of
polychlorin.ated biphenyls in excess of fifty (50) parts per million; (c) per- and poly-fluoroalkyl.
substances; (d) underground storage tanks; and (d) any other chemical, material or substance,
exposure to which is prohibited,limited or regulated by any Governmental Authority,
"Hazardous Materials Law"includes any and all federal, state and local laws,rules,regulations,
statutes,and requirements pertaining or relating to the environmental condition of the Property or
to Hazardous Ma.terials.
All representations and warranties of Seller made in this Agreement shall be true as of the
date hereof, shall be deemed to have been made again at and as of the Closing Date,shall be true
at and as of the Closing Date, and,shall survive Closing for a period of twelve(12)months.
13. Due Diligence Period,
a. Purchaser's obligation under this Agreement is expressly contingent upon
Purchaser's satisfaction or waiver, each in its sole and absolute discretion,
of all matters pertaining to the condition of the Property including,without
limitation, matters pertaining to soils, environmental, and any other
physical conditions andfor limitations pertaining to the Property which
affect or impact the development of and construction on the Property for
Purchaser's intended use.
b. In addition to the foregoing, Purchaser's obligations under this Agreement
are expressly conditioned upon the satisfaction or waiver, in Purchaser's
sole and absolute discretion, of all governmental and quasi-governmental
46126064.4 7
requirements to the development of and construction on the Property for
Purchaser's intended use including requirements imposed by protective
covenants and restrictions, ordinance, rule or tegulation and pertaining to
land use, zoning, site plan,traffic,financial incentives and/or entitlements,
permits and approvals for land disturbance and building,utility relocations,
extensions,. and/or connections, and any other permit or approval which
must be, or Purchaser desires to be,obtained for Purchaser's development
of the Property for its intended use(the"Approvals").
Purchaser shall have a period of 90 days after the full execution and
delivery of this Agreement (as may be extended, the "Due Diligence
Period")to conduct its diligence of the Property and intended development
If Ptirchaser is not satisfied in its sole and. exclusive discretion with the
Property or for any reason whatever, Purchaser may terminate this
Agreement by delivering written,notice to Seller prior to the expiration of
the Due Diligence Period and shall thereupon receive a refund of the
Deposit and Seller and Purchaser shall have no further rights or obligations
hereunder, except for such obligations which by. the terms of this
Agreement expressly survive the termination. Purchaser shall have no
obligations to notify Seller of any reasons for such termination. Purchaser
shall have the right to extend the Due Diligence Period for two (2)
consecutive periods of thirty (30) days eaeh by providing notice to Seller
prior to the end of the Due Diligence (as the' same may have been
extended),
14. Plotiees. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be mailed by certified or re!: tered mail,postage prepaid,
or by a nationally recognized overnight carrier,addressed as follows:
If to Seller: If to Purchaser;
The Economic Development Corporation Liberation Labs lioldings, Inc.
Of Wayne County,IN Attn: Chief Executive Officer
Attention: Valerie Shaffer,President 80 Broad St,, 5th floor(PMB#6450)
900 North E St, Suite 100 New York,NY 10004
Richmond,IN 47374
and and
George M. Sowers,Esq. Horiins an LLP
KNOLL,KOLGER, SOWERS & Attn: Paul J. Wellington,Esq.
METZGER 650 Trade Centre Way,Suite 200
111 South 7th Street Kalamazoo,MI 49002
Richmond, IN 47374
Notice shall be deemed to have been given upon evidence of receipt or refusal.
`4113
46126064.4 8
15. Closing, The Closing shall take place at a time and place mutually agreed upon
by the parties,within thirty (30) days following the expiration of the Due Diligence Period.
16. Closing Costs, Not withstanding anything to the contrary contained herein, the
Closing coats shall be paid as follows:
)3y Seller;
a. Expenses of placing title in proper condition and curing any Purchaser
Objections;
b. Preparation of Special Warranty Deed;
c. Half of the closing or escrow fee,if any;
d. Cost of the Survey;and
The cost of the title policy, but exclnding the cost of any riders and endorsements
thereto.13y Purchaser:
a. Any preparation of Mortgage, Deed of Trust or other applicable financing
instruments;
b. The cost of any riders and endorsement to the title policy;
c. One half of the closing or escrow fee, if any; and
d. Recording fees.
17. Prevailing Party. Any party to this agreement who Is the prevailing party in any
legal or equitable oceeding against any other party brought under or with relation to the
agreement or transaction shall be additionally entitled to recover court costs arid reasonable
attorney's fees from the non-prevailing party.
18. Entire Agreement. This Agreement contains the entire agreement between
Seller and Purchaser, and there are no other terms, conditions, promises, undertakings,
statements or representations, expressed or implied, concerning the sale contemplated by this
Agreement
19. Headings. The headings to the Sections hereof have been inserted for
convenience of reference only and shall in no way modify or restrict any provisions hereof or be
used to construe any such provisions.
20. Modifications. The terms of this Agreement may not be amended, waived or
terminated orally,but only by an instrument in writing signed by both Seller and Purchaser.
21. Successors. This Agreement shall inure to the benefit of and bind the parties
hereto and their respective successors and assigns.
AAA)
46 t26064.4 9
22. Effective Date. The Effective Date of this Agreement shall be the last date on
which all parties hereto have executed this Agreement and delivered the same to the other party
to this Agreement,
23. Succession and Assignment. This Agreement shall inure to the benefit of and
bind the parties hereto and their respective successors and assigns. All rights hereunder may be
assigned without restriction, provided that notice of each assignment shall be given in writing to
the other party,
24. Governing Law. This Agreement shall be governed by the laws of the State of
Indiana.
25, Severabilitv, If any tern, covenant or condition of this Ageement, or the
application 'thereof to any person, party or circumstance shall, to any extent, be invalid or
unenfoteeable, the remainder of this Agreement, or the application of such term, covenant or
condition. to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby; and each term, covenant or condition of this
Agreement shill be valid and enforced to the fullest extent permitted by law.
2.6. Counterparts, Tins Agreement may be executed in one or more counterpart
copies,all of which together shall constitute and be deemed an original,but all of which together
shall constitute one and the same instrument binding on all parties: This Agreement may be
executed and delivered in telecopy (faxed) copies and electronic (e-mail) copies and facsimile
and electronic signatures shall be binding upon the parties,
[Signature Page Follows]
46126064.4 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year indicated below,
"SELLER"
THE ECONOMIC DEVELOPMENT
CORPORATION OF WAYNE COUNTY,
INDIANA
By: 114fiee,:i 04
Its: PQ,si .,(11.1/1.-
Dee: /1(2 6 IX-
"PURCHASER"
04,LIBERATION LA1$UOfJD1NGS,INC.
By
Its:
Date:. 1 I 30 iP 3
46126064,4
Exhibit A
Being part of the Midwest Industrial Park-in the city of Richmond Section 9 lot 11 plus easements as
recorded in instrument
DETENTION AREA EASEMENT DESCRIPTION No. 1
For Economic Development Corp.
SUBJECT TO;
Situatedin the Northwest Quarter, Section 10;Township 16 North,Range 14 East, City
of Richmond,Wayne Township, Wayne County,Indiana,being part of a 144.523 acre
tract,as doscnbed±jbistrument 1998019805, as recorded in the Wayne County
Recorder's Office,;; shown cm a survey certified by Gordon E. Moor;P.S. 20400025,
as Beals-Moore&Associates,Inc,dated 7 November 2022„W,O.2022-144 Drawing
No, D,4535, and being an Easement for a Detention Basin,and being more particularly
described as follows;
Commencing at a mag nail found at the southeast corner of said Quarter, in Gaar Jackson
Road;
thence South,89°25'25'West(bearings are based upon GPS Coordinates,Projection Set:
USA/NAD133/Indiana East).735.00 feet along the south line of said Quarter, in said road,
to a mag nail set,witness an wren rebar set North 00°07'38"East 25,00 feet(all rebars set
are 5/8"with a plastic,cap atartiped Beals-Moore RLS 20400025);
thence North 00°07'38"East 631.49 feet,to the POINT OF BEGINNING for the
easement herein described;
thence North 63°22'35"West 1227.06 feet;
thence North 26°37'25"East 184.50 feet,to the south line of an 11.161 acre tract,as
described in Instrument 2019005503;
thence South 63°2235"East 113,5,09 feet along said south line,and then along the south
line of a 23.055 acre tract,as described in Instrument 2015008568,to.=iron=bar set;
thence South 00°07'38"West 206,15 feet,to the point of beginning,and the end of the
easement herein described,being subject to all legal easements of record
This is to certify that the above description and the plat were prepared from a recent survey,and
aretrue and correct to the best of my knowledge and belief.
BEALS-MOORE 8c ASSOCIATES,INC,
Gordon E.Moore
P.S. 20400025
State of Indiana
WO 2022-144-DetEsrntNo.1
DETENTION AREA EASEMENT DESCRIPTION No.2
For Economic Development Corp.
ALSO:
Situated in the Northwest Quarter, Section 10,Township 16 North,Range 14 East,City
of Richmond, Wayne Township, Wayne County, Indiana,being part of a 144.523 acre
tract, as described in Instrument 1998019805, as recorded in the Wayne County
Recorder's Office,as shown on a survey certified by Gordon E.Moor; P.S. 20400025,
as Beals-Moore&Associates,Inc.,dated 7 November 2022,W,O. 2022-144,Drawing
No.D-4535, and being an Easemerit for a Detention Basin, and being more particularly
described,as follows;
Commencing at a mag nail found at the southeast corner of said Quarter, in Gaar Jackson
Road;
thence South 89'2525" West(bearings are based upon GPS Coordinates,Projection Set:
USA/NAD83/Indiana East)735.00 feet along the south line of said Quarter,in said road,
to a mag nail set,witness an iron rebel.set North 00°07'38"'East 25.00 feet(all rebars set
are 5/8”with a plastic cap stamped 13eals-Moore RLS 20400025);
thence North 00°0738"East 631.49 feet,to the POINT OF BEGINNING for the
easement herein described;
thence North 00°07738?"East 206.15 feet,to an iron rebar set on the south line of a
23.055 acre tract, as described in Instrument 2015008568;
thence South 63°2235"East 463,50 feet;
thence South 26°37'25'West 184.50 feet
thence"North 63°22235" West 371.53,to the point of beginning,and the end of the
easement herein described,being subject to all legal easements of record.
This is to-certify that the above description,and the plat were prepared from.a recent survey, and
are true-and correct to the best of my knowledge and belief.
BEALS-MOORE&ASSOCIATES,INC.
Gordon E. Moore
P,S. 20400025
State of Indiana
WO 2022-144-DetasintNo.2
3 i - )
borgeProw09.0a.f .7f CUtd
allt:tlir fridn2 4 J 1 t 707 '6 uop,2as • ....4=7 Z:-,"
-*,4 ,f9g4.3044, .. *io,z/ to!qsnpult ;samplliy
a.00vki—sicae Jo) S)U0)1.19,14,20 Relh1.2141S7N , ,.,„
...-. .. ..
' i "ilia it
41111ri. li. i it 1
1 411114 1 ii k 1 I !! 440.,t LI „Ii
114tll till If 1 ii, iihtnil
ii fil, 1 li 1,0 othi 0 ill
Iherr414 i'll P 1 Plli 04 A
lilt
.111, At 1 lit tvi lei
114101%114144441. 414 1 11 a 11! ' 144 I
hfitigliimi irg 1 pi 1 tekti.t
hzi '411i'l 4 ; 1 1 " 2
/14 2 n 4 1
4,,,,ropp. i id
It Illiblat '11 1 tit 1 I111 ntil;11, 1 ) t 114 1
-II i 441
1110 911iii 1 I ill 1 1111 'lif11%1
i iti , 1 1 t bil 1
ighliti Ile 1p4 1 14 I t I I
Y1 10041 i 1
111 it lir 1 1 4
I 11 1/14 /1 li I 1.1 1
1111111ln if 141 1 10 I hi filp lip i lig 1
iirem , .riti 1 v. , 411 11111! j 44' 1411 4
pi 4)1011411 p 3 1 / 1 Ira.; 11114, I i 1 11 1 1 1
411°1114 4111 ti IA 1 1 ,x 4,1 a
ill Np 1 , , ii illti t 4
114 1 1 ?It 14 i 4 G
kliiiim ti ii 1 1 6 z i 1 1 l t 1 ,
11111 '1Ili 1 1 1 III illA 1
ILLi 4 V V i a
ei 1.-1
11 I 4 x x /I. 1 // t 4141 1 la 4t1 /
11 P 1 1 11111101$Ili 11 I lilt lq 11 lilt 1,01
4 i IA iliq. ;!, IT 141 ;II E 1 4 -$_ )1 . .a
t i ill Lip • 1410 pa It ill 1 ii,liaksitiltat Al i 0,1 01 ts, In! 11111
I Alt A4k 1 i r 1 ax i 11 li 10 k li * 1- je 1 1. 4111,
I i It idj 1: II gal hill : I i Ili 1 I lilt! ilAill13alia!milil VI i tilg ft 11 ilirti thtli
, Ai 4.414 1 41111IL i! ili 1 til 1 i 401 PillilaLturrtit1 il '41i gt 14 ipi ,11r4
' ' VP %IP! I iialliv Dii i ,14 0 14i zwhiiirhali 1 1 ili iii 0 401. 4141;
ii i 41.1 poti t 14.1441 lit illA pltuzitlifii, 1 i LitM t'Ailli
1 1 11.0 l'i*Iti 1 Ili 111 II 114 Dil 1 i , q ii4Ort, 11 " PI '1 1 te .1. 114' que
li 1 till 14; 114 1 i till; IN litil i ill i i lili h)liiilli 14111 di I Illig '11 41!,'I eiiiti ihii411.
ii141 1 II gii lo tr to ihiefi
li 1 III i il 1 i!ii i it iial i II Ia. r ivi 041, ti !! I I! ; Ir Fl r!' illiala
l Ill.!1'4' 111114 " le '411 if LI li ! iimiii 1;1 'i--I iti ii 1 til ri ill fill ar i'
I hit , Iiki 111 4 1 i ;I ir ,i 4 nal 4: ill 1 I 1 It '' 4 11 V!';3 li 141 .4''ti i 1 ioe 4 4 141 iti 14- Ili 144 11"41/1 Alf 1 '1 )a 1 hL 41 Iii trl 441in,
hoi i;itilli 1.34,1411 ;la %I a liti .44/1 gi 11411311;InflaN I pt to i 1 11 ii - w it 1 ittii.1
I' r iiit 11Piii I lilliii BP' iiii I lit' Iti ir 113A hial iii al . ili iT 1 ila il.ath
442. a ..I ., u , Ru I, u u u u
'1 , .., i , .
LI 11 1 I 444 1 It 4 1.1
1 0 Llx 1:,1 I !hip { i I 1. , lk ill 4, IT . la ., 0
NI lit; oil i iiirti It i 1 14 .1 11 II 1 0 pit 1 4, i til
1 "-ti 0. 1 I *1 114 v 1 1 ii 1 it li I it 1 1 1; iv i '.I n 141
lui lite ilaii! 1 fily ,, 1 11 lu II 14 Oil Pil la 114 1 ii it ii 11
oi:4 aP .. ' i !!iiii .1 1 1 .„ fp il ii poiii il oil 4 . ii
! -I ii 11 It titit I eit il i t z la iti t. i Atilt, I. ill ii rot
, i, , 1 , , ; ,,r ; , , ..., ,, , „ „ ., ,, '1 4 IA .1
i il 1 111 lfp I 1 11,114I ti i 1 I 1/ fi' p il Ithip it MI 4 ii li rd
i ii il -141 1 ii ii 1 1:4;41 II I , 1 n It 11 ;i I 11 1 141 1111 4 li I/ !pi
il g ND it 1 i Ohl 1 i 0 ') ti I ', ! I. iii) 1,1 4.11 00 p la.
F lir , t 1. i la , i. 111. ,11 1 li ii et
1/I li iii'l I fi I ; oliif !;1 i 1 1 II 1 bi r p) til ,11 ht. i q i* 1111
1 I / 4 , sift 1 , 0 i i 11 1 ., it ii 111 ' ' I I 11101 r 114141 ' 1 11 Ot
N 1,4 j1 11 ! 11 1 13 iit! 1 111 if i )1 it ir il Illia 1# 11 Itav 1.1 4,1 la4
1 1 il. 11 Iil i hri 'I ti lilt ; Ili ii al 6 li li; ii'l AI i I tiritil II 1pirti ii 14 0 4111
1 tl I -Ili 1,441 I` 1;4 Oil 4 14 1 I 4 AI 1 2 V i I 11 i 41
i ''1 1111 1 milt ,4 401 , i I t I. 1 id II iii 1 Hy g ID illp ' ' 11 ii
i I i IF it ill ,'1; ii i i 110 1 PI li I II I, ti lo lii 1 i phiiiii ii tlil i till ti till
i I et ' I Ili 1 tiiiii i 1 di alt 1 1 1 IA til 8 % . . .,
I ,
1 4 . 4 . i
, .
wavomierfmet.AAVW.7 -
07 .0111111111.1111.1m ,1.111.,,,..
41:180,-.( ; '6 uonoes
sr& woos*ss•Noss ... ot. 4-1,
Imssussir W.,ass
2Nryssl'idooll7 .).'ili" *Lod ID,u4sripw sammyy
WookterGOE{ ;
- JR, 1131rd Pdaoad /----sismot ... .....
......... ....9.4, ...
I •
1 ' +(
497% 'i
f ..-9'.C.A *ilk, : •I'' 1 7#.:,
•
i 1 • ' , ,'" ; .
111 1 i.
—c•,..,,',',,',,,'o.
,..1
1—
R41 /
i ' ; e & Ll
,
1..°.
f , i
01 '
\ il 0
11 . /44,
/II
A it 1 I
1.41121pleilliiiiii
4 '•am10, /OM 3......, _ '
\ I. 017 ' %#•...,,,,, 1 pit 14 A, 1 '
lallIfiel ilt
.4,...a4.,,,„4.4,,..”31......
Li
,,
kill I I
i k ,,t
/4 if
00.4
° I ''' /// 51, ,k, 1 . I t (
I
,i 1
1111 'I'll I
4 sa
;.,
ii 1/
'""lIllrhai;--- 104,,-44ZM7 ---- 1 4101102: i ii li,ii
1 01
i Itgi
ii
i
,. it", 1 h 14 „Is
ti q J th p...1 —
4 1 4 In, ts I 1,11 h 1 1 VOA 1 vilik 1 1 1 0 I I k4„1 h 10 1,,h I ill, )1 pitop ITN x p 4 ,
6. gilt I !TM+ i II ti 14 w: ,4 ii. 041 rpi 1 4 44 1 1111 41 li
..a J 31 0 4 1 V
s_)i. tU s'S'''' 1 Pliin 1 Ft hi !ILI%r,01 4 1% 1't Ili-i 4 41 ita 1 IP !..6. !!1 R.
1 t4 1111 / 3 t., I 1
tZ) < N, Cr) Z A. 1114111. ill 10 wilt 11 ntil li m 41 rii. il 4 ilq 1 41 !pill t 40101 1;
*4 to‘--" k 1 iFfi. It loll Id tot 11;i• ill 0 11091 ,',.1, obi li 1 li tt.in 1-•, t 1- 2.14 1 li ir
Cil •-• Li' 1 Fiji 1 iiiik ig 4.0 IN 61,i;,,,,,ih, t 0 kilo
41{ 1 11 IS! 111 1 -' int 14 til If 1 qiii t !ill OA it 0 110 .w
11111 tirlih"14 11 I tIlii 1'iiidilli I lir'ix Id'hi r dillihthre)111141
I - • 1 _ ___. i 1 0it lin h lu h 013 LI ti I 0 I IA ti 1 4 t ,
.,
t
c...) - iii
., 4
con
44 44 * -2 al,
— b
' ,3 4i I 1 11 1 Ittlf1;V;14111J1411 Mill 1./4 11101 II
,Q 4 1" '' 1111114 I e 41111111,1h
c-c- in id 1 , elele40 0 ® '. iYal 11 ri-Ciell
p