HomeMy Public PortalAbout083-2015 - Metro - CSX - Purchase Agreement - Rescinds Contract No. 64-20151
6737 Southpoint Drive So.
(S/C J915)
Jacksonville, FL 32216
REAL STY (904) 279-3822
Telefax (904) 245-4521
Jennifer_Bryan@CSX.com
Jennifer L. Bryan
Transaction Specialist
VIA ELECTRONIC and UPS 2nd DAY MAIL/Mayor@richmondindiana.gov
July 14, 2015
Mayor Sally Hutton
City of Richmond, Indiana
50 North 5th Street
Richmond, IN 47374
Re: City of Richmond/CSX Transportation, Inc.
2014-0621/JLB
Dear Mayor Hutton:
We are pleased to advise that CSX Transportation, Inc. has accepted City of Richmond's
offer to purchase approximately 13.07 acres of land at Richmond, Wayne County, Indiana
for the consideration of $334,250.00. Enclosed for your records is a fully executed
counterpart of the Purchase Sale Agreement dated July 10, 2015.
As information, the survey by NTH Consultants, LTD. That was furnished has been verified
and we are in the process of having the deed prepared. You will shortly receive a draft of
deed for your review.
In accordance with the Purchase Sale Agreement, we look forward to closing this sale as
soon as possible. Your continued cooperation is requested to this end.
Sincerely,
J er L. ryan
Enclosures
cc: Matt Coffing
PSA-Page 1
Revised June 2014
SITE ID: rN-177-1031231
PIN: 18177 0026
M. Coffing / 05-20-2015
PURCHASE SALE AGREEMENT
THIS AGREEMENT, hereinafter called the "Agreement", made and entered into by and between CSX
TRANSPORTATION, INC., a Virginia corporation, whose address is c/o CSX Real Property, Inc. - J915, 6737
Southpoint Drive South, Jacksonville, Florida 32216-6177, hereinafter called the "Seller", and the CITY OF
RICHMOND, INDIANA an Indiana municipality, whose address is 50 North 5'h Street, Richmond, Indiana 47374,
hereinafter called the "Buyer", provides:
1. PURCHASE AND SALE: For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller agrees to sell and Buyer agrees to buy the land or property rights shown or identified on
Exhibit "A", attached hereto and made a part hereof, ("Primary Premises"), containing 10.37 acres, more or less,
pursuant to and in accordance with the terms and conditions of this Agreement. In addition, for no consideration,
Seller agrees to convey its right, title and interest, if any, to the Additional Premises described in Exhibit "A" (the
"Additional Premises"), containing 2.70 acres, more or less. Primary Premises and Additional Premises are
hereinafter collectively called Premises (the "Premises"). The Premises is located in Richmond, County of Wayne,
State of Indiana, and contains 13.07 acres, more or less.
2. PRICE:
2.1 The purchase price for the Premises is THREE HUNDRED THIRTY-FOUR THOUSAND,
TWO HUNDRED FIFTY AND NOII00 U.S. DOLLARS ($334,250.00) (hereinafter the "Purchase Price").
3. DEPOSIT:
3.1 A non -interest bearing deposit in the amount of TEN AND NO1100 U.S DOLLARS ($10.00)
payable to the order of Wells Fargo Bank as the Qualified Intermediary for Seller (hereinafter the "Deposit")
accompanies Buyer's execution of this Agreement. The balance of the Purchase Price shall be paid at settlement or
closing of the transaction (hereinafter the "Closing"), in cash, by certified or cashier's check, or by other readily
available funds acceptable to Seller.
3.2 The Deposit shall be applied to the Purchase Price at Closing. The Deposit shall be refunded to
Buyer only in the event Buyer's Offer (as defined hereinafter) is not accepted by Seller or upon termination as
provided for in the Agreement.
3.3 If Buyer fails to close pursuant to Section 9 or perform in accordance with the terms hereof,
Buyer agrees and consents that the Deposit shall be forfeited to and retained by Seller.
4. OFFER, ACCEPTANCE, CONTRACT:
4.1 Until accepted by Seller, Buyer's offer to purchase the Premises (hereinafter the "Offer") as
evidenced by its execution and delivery of this Agreement shall be a firm offer for a period of forty-five (45) days
from the date of Buyer's acceptance of this Agreement. Seller's acceptance of the Offer is to be evidenced by its
execution of this Agreement (the "Execution Date"). Failure of Seller to accept Buyer's Offer and execute this
Agreement within the above -mentioned period shall render the Offer null and void, and the Deposit shall be returned
to Buyer.
4.2 This Agreement, when accepted by Seller, shall constitute a contract and the entire agreement
between the parties hereto, and they shall not be bound by any terms, oral or written conditions, statements or
representations not contained herein or attached hereto.
Contract #83-2015
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4.3 Neither the Buyer's Offer nor, upon its execution by all parties, this Agreement may be changed,
altered or modified except by an instrument in writing signed by Buyer and Seller.
4.4 The Buyer's Offer and this Agreement shall be executed in duplicate, each of which may be
treated as an original.
5. CONTINGENCIES:
5.1 This Agreement is contingent upon the following events:
a. Sections 7, 8, 10, 13 and 14 herein, and;
b. Environmental Assessment delivered to Seller at a minimum in conformance with Exhibit B,
attached hereto and made a part hereof, and;
c. Seller shall have received an approved Buyer's Soil Management Plan and Capping Plan
referred to in Exhibit B, and;
d. Buyer's title search showing marketable title in CSX
5.2 The contingencies listed in Section 5.1 above must be satisfied or complied with within ninety
(90) days from the Execution Date (the "Contingency Date"). If the contingencies listed in Section 5.1 are not
satisfied or complied with by the Contingency Date, either Buyer or Seller may elect to terminate this Agreement by
written notice to the other party given on or before the Contingency Date. If terminated, the Buyer shall be entitled
to a refund of the Deposit, and Buyer shall furnish Seller with a copy of all materials and information (including but
not limited to any engineering reports, studies, maps, site characterizations and/or zoning related materials)
developed by Buyer during the term of this Agreement relating to the potential use or the physical condition of the
Premises.
5.3 Notwithstanding anything contained herein to the contrary, prior to Closing, Seller shall remove
all railroad tracks and other track material (including switches, signals and ties), hereinafter "the Track", within or
on the Premises at Seller's sole expense. If the Track is removed in a manner that causes damages to the Premises
which Buyer is unwilling to accept, Buyer shall have the right to terminate this Agreement and be entitled to a
refund of the Deposit.
6. DEED:
6.1 As early as practicable after the Execution Date, Seller will prepare and submit to Buyer, for
Buyer's comments, a form of deed in conformance with the terms of this Agreement to convey the Premises to
Buyer. Buyer shall have a period of twenty (20) business days after receipt of said deed to examine same and notify
Seller of any comments. If no comments are received within the twenty (20) day period, Buyer shall be deemed to
have approved the deed in the form submitted. Seller shall have no obligation to modify the deed to conform to
Buyer's comments if the deed otherwise conforms to the terms of this Agreement.
6.2 The conveyance shall be by quitclaim deed conveying all of Seller's right, title and interest in the
Premises, if any, but shall be expressly subject to: all existing roads, fiber optic facilities, public utilities; all matters
of record; any applicable zoning ordinances and subdivision regulations and laws; taxes and assessments, both
general and special, which become due and payable after the date of conveyance and which Buyer assumes and
agrees to pay; all matters that would be revealed by a survey meeting applicable State minimum technical
requirements or by an inspection of the Premises; the items or matters identified in Section 10.1 of this Agreement;
and all existing occupancies, encroachments, ways and servitudes, howsoever created and whether recorded or not.
The provisions of this Section shall survive Closing.
6.3 The deed shall contain one or more restrictive covenants, reading substantially as follows, to run
with title to the Premises, and to be binding upon Buyer, Buyer's heirs, legal representatives and assigns, or
corporate successors and assigns, or anyone claiming title to or holding the Premises through Buyer:
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Grantee acknowledges that the Premises conveyed hereunder has been historically used for
railroad industrial operations and is being conveyed for use only as a recreational trail or parking lot and the use of
the railroad depot. Grantee, by acceptance of this deed, hereby covenants that it, its successors, heirs, legal
representatives or assigns shall not use the Premises for any purpose other than a recreational trail or parking lot and
the use of the railroad depot and that the Premises will not be used for (a) any residential purpose of any kind or
nature (residential use shall be defined broadly to include, without limitation, any use of the Premises by individuals
or families for purposes of personal living, dwelling, or overnight accommodations, whether such uses are in single
family residences, apartments, duplexes, or other multiple residential dwellings, trailers, trailer parks, camping sites,
motels, hotels, or any other dwelling use of any kind), (b) any public or private school, day care, or any organized
long-term or short-term child care of any kind, or (c) any agricultural purpose that results in, or could potentially
result in, the human consumption of crops or livestock raised on the property (agricultural purpose shall be defined
broadly to include, without limitation, activities such as food crop production, dairy farming, livestock breeding and
keeping, and cultivation of grazing land that would ultimately produce, or lead to the production of, a product that
could be consumed by a human). By acceptance of this deed, Grantee further covenants that it, its successors, heirs,
legal representatives or assigns shall not use the groundwater underneath the Premises for human consumption,
irrigation, or other purposes.
Grantee and Grantor agree and acknowledge the covenants and easements contained in this Deed
shall be covenants "in gross" and easements "in gross" which shall remain binding on Grantee, its successors, heirs,
legal representatives and assigns regardless of whether Grantor continues to own property adjacent to the Premises.
Grantee acknowledges Grantor will continue to have a substantial interest in enforcement of the said covenants and
easements whether or not Grantor retains title to property adjacent to the Premises.
6.4 INTENTIONALLY OMITTED
6.5 Seller may or may not have entered into general agreements with utility companies for utility
crossings over or under the Premises. Such general agreements may require Seller to reserve a permanent easement
for the utility. If Seller determines that the Premises has existing utilities constructed pursuant to such general
agreements, Seller shall have the right to reserve an easement or easements for such utility crossing or crossings.
The format for such a reserved utility easement shall be as follows:
RESERVING unto Grantor, for itself, its successors and/or assigns, a perpetual * easement, * feet (*') in
width, hereinafter the "Easement", upon and along, over, under or across as the case may be, the Premises, together
with ancillary surface rights, for the purpose of maintaining, operating, inspecting, repairing, reconstructing,
renewing and/or replacing existing overhead and/or underground * facilities and necessary appurtenances (poles,
guys, anchors, ducts, fixtures, appliances) devoted solely to such existing * usage, herein collectively the
"Facility(ies)' ; TOGETHER WITH the further rights to convey or assign said reserved Easement, in whole or in
part, and to lease, license or permit third parties to occupy the same solely for the Facility(ies).
6.6 The deed shall contain the following clause:
RESERVING unto Grantor, its successors and assigns, a perpetual exclusive easement, hereinafter the
"Occupancy Easement", in, over, under and along those portions of the Premises encumbered by existing
occupancies of every type and nature, whether recorded or not, together with the right to maintain, operate, use,
replace, relocate, renew and remove such occupancies, TOGETHER WITH the further right to assign the
Occupancy Easement, and/or the rights reserved pursuant thereto, in whole or in part, and to lease, license or permit
third parties to use the Occupancy Easement and/or the rights reserved pursuant thereto.
PROVIDED, that Grantee, its successors and assigns shall not disturb any existing facilities
located within the Occupancy Easement or any facilities subsequently placed within the Utility Easement reserved
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hereunder, nor cause or permit any interference with the enjoyment or use of the rights, interests and privileges
created under the Occupancy Easement or the Utility Easement, EXCEPT that Grantee (or any third party claiming
through Grantee) may, with the prior written approval of Grantor or its successors or assigns, as the case may be,
and the owner of the occupancy in question, which such approval may not be unreasonably withheld, relocate such
occupancy within the Premises at the sole risk, cost and expense of Grantee or its successors or assigns, as the case
may be.
7. TITLE SEARCH, INSURANCE:
7.1 Buyer has the option of arranging and paying for such examination of title or title insurance on
the Premises as Buyer may desire, at Buyer's sole cost.
7.2 Irrespective of whether Buyer obtains a title examination or insurance, Buyer shall, if Buyer
closes on the Premises, accept the Premises in its AS -IS, WHERE -IS, WITH ALL FAULTS condition. The
provisions of this Section shall survive Closing.
8. SURVEY:
8.1 Prior to the Contingency Date, Buyer may, at Buyer's sole option and expense, obtain a survey of
the Premises conforming to applicable State minimum technical requirements (the "Survey").
8.2 If Buyer elects to obtain the Survey, Buyer shall furnish Seller with a metes and bounds
description of the Premises in electronic format, and three (3) prints of a survey plat acceptable to Seller and to the
Recorder of Deeds for the County or City in which the Premises is located, certified to Buyer and Seller, for use by
Seller in preparation of the deed and other papers. If Seller does not accept Buyer's Offer by executing this
Agreement, Seller shall reimburse Buyer for the cost of the survey, and Buyer shall thereupon assign all rights
therein and copies thereof to Seller.
8.3 Notwithstanding the foregoing, Buyer shall obtain a survey including a legal description of the
signboard easement listed in Section 10.1(iv) (b) and shown on Exhibit "A". Buyer shall advance the costs of this
survey, with Seller crediting the costs, up to but not exceeding $3,000.00, through a reduction in the Purchase Price
at Closing for a survey and legal description of the signboard easement listed in Section 10.1 (iv)(b) herein, and
shown on Exhibit "A". The signboard easement includes electric utility access and ingress/egress to the signboard
easement.
9. CLOSING: Closing hereunder shall be held within thirty (30) days of the Contingency Date. Seller and
Buyer agree that the Closing may occur via delivery of funds and closing documents or at such other place as may
be mutually agreeable to Seller and Buyer. The time and date for Closing may be extended only by Seller in
writing, time expressly being of the essence in this Agreement.
10. POSSESSION: Buyer shall obtain possession of the Premises at Closing, subject to the limitations,
terms and conditions of Section 6 of this Agreement, and such other leases, licenses, easements, occupancies or
other limitations which are identified by Section 10.1, or which are discovered by Seller during the term of this
Agreement (which may not necessarily be stated in the deed), unless canceled by Seller or otherwise terminated
(whether by notice, expiration, nonrenewal or any other reason) prior to Closing.
10.1 Seller believes that the Premises is currently subject to the following leases, licenses, easements,
occupancies and/or limitations (which may or may not be of record):
(i) Leases
(a) Private Crossing Agreement dated 11/11/1966 with Hayes Track Appliance Co
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(b) Land Lease dated 02/11/1955 with City of Richmond
(ii) Licenses
(a) Wireline Agreement dated 07/19/1926 with City of Richmond
(b) Wireline Agreement dated 02/28/1951 with Porter Postal Service
(c) Wireline Agreement dated 02/24/1927 with Pennsylvania Railroad Co
(d) Wireline Agreement dated 03/10/1936 with Postal Telegraph Cable Co of Indiana
(e) Wireline Agreement dated 05/27/1941 with City of Richmond
(f) Wireline Agreement dated 11/19/1943 with City of Richmond
(g) Pipeline Agreement dated 03/12/1951 with Richmond Gas Corp
(h) Wireline Agreement dated 06/23/1955 with City of Richmond
(i) Wireline Agreement dated 11/19/1946 with City of Richmond
0) Wireline Agreement dated 03/25/1953 with City of Richmond
(k) Wireline Agreement dated 03/25/1953 with City of Richmond
(1) Wireline Agreement dated 05/22/1962 with City of Richmond
(m) Pipeline Agreement dated 06/30/1964 with Richmond Record Pressings Inc
(n) Pipeline Agreement dated 03/11/1980 with Richmond Sanitary District
(o) Pipeline Agreement dated 04/27/1981 with Richmond Sanitary District
(p) Pipeline Agreement dated 04/28/1981 with Richmond Sanitary District
(q) Pipeline Agreement dated 04/29/1981 with Richmond Sanitary District
(r) Wireline Agreement dated 07/28/1986 with Richmond Power and Light Co
(iii) Other Occupancies or Limitations
(a) Public Roadway Crossing Agreement dated 10/23/1998 with Indiana DOT
(b) Public Roadway Crossing Agreement dated 07/06/1959 with Indiana DOT
(c) Public Roadway Crossing Agreement dated 11/22/1994 with Indiana DOT
(d) Railroad Interchange Agreement dated 06/15/1950 with Norfolk Southern
Corporation
(iv) Easements
(a) Right of Way Easement dated 06/28/1901 with Marmon, Daniel W
(b) Certain unrecorded signboard easement, together with access, with Outdoor Systems,
Inc.
During the term of this Agreement, Seller will research its archives for, and shall advise Buyer if Seller discovers,
any additional leases, licenses, easements, occupancies and limitations affecting the Premises. Likewise, during the
term of this Agreement, should leases or licenses listed in (i) or (ii) above be determined to cover a continuing
Seller obligation, said lease or license will be retained by Seller, after notice to Buyer. As to any items discovered
as a consequence of such research, Seller may elect, in its sole discretion, to either cancel or otherwise terminate
such items or, pursuant to Section 10.3, to assign or to partially assign, if such item is applicable to an area greater
than the Premises, to the Buyer at Closing.
Seller shall cancel or terminate, at or prior to Closing the following:
1. Railroad Interchange Agreement dated 06/15/1950 with Norfolk Southern Corporation
10.2 Item (iv) (b) shall be converted to a recorded easement, including electric utility access and
ingress/egress to the signboard facility, prior to Closing. Seller will execute and record an easement to Outfront
Media, Inc. substantially in the form attached hereto as Exhibit C.
10.3 At Closing, Seller shall assign to Buyer, and Buyer shall assume, Seller's right, title and interest
in all items identified by Section 10.1, or which are subsequently discovered by Seller, unless canceled or otherwise
terminated, at or prior to Closing. However, if such item is applicable to an area greater than the Premises, the
Buyer shall be included as party to a partial assignment of the item(s), which may be executed after Closing.
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10.4 If, prior to Closing, all or any portion of the Premises is taken by eminent domain (or is the
subject of a pending taking which has not yet been consummated), Seller shall notify Buyer of such fact promptly
after obtaining knowledge thereof and either Buyer or Seller shall have the right to terminate this Agreement by
giving notice to the other not later than ten (10) days after the giving of Seller's notice. If neither Seller nor Buyer
elects to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall
assign to Buyer (without recourse) at the Closing the rights of Seller to the awards, if any, for the taking, and Buyer
shall be entitled to receive and keep all awards for the taking of the Premises or such portion thereof.
10.5 If this conveyance involves sale of any buildings or structures on the Premises, Seller shall have
no duty to insure Buyer's interest or to amend or alter Seller's existing insurance policy(ies), if any, to reflect
Buyer's interest. Damage to or destruction of the buildings or structures shall not be grounds for Buyer to terminate
this Agreement or to postpone Closing. Upon acceptance of the Offer by Seller, as evidenced by Seller's execution
of this Agreement, the risk of damage to or destruction of the buildings or structures shall be borne by Buyer until
Closing or other termination of this Agreement. This provision shall survive Closing or termination.
10.6 Buyer may, at its option and at its sole cost, secure a policy of Fire and Extended Coverage
Insurance on the buildings or Structures, provided that Buyer's liability for damage to or destruction of the
buildings or structures during the term of this Agreement shall not be limited by the amount of such insurance.
11. ANNUAL TAXES; RENTS; LIENS; CHARGES:
11.1 All annual or periodic taxes or assessments on the Premises, both general and special, shall be
prorated as of the Closing. Any proration shall be based on the taxes assessed against the Seller in the year of the
delivery of possession to or entry by Buyer and shall allow the maximum discount permitted by law. If current
taxes assessed against the Seller are not available at the time of Closing, Buyer and Seller agree to prorate taxes
based upon the latest tax information available to the parties and equitably adjust the proration when taxes for the
year of entry or possession become available.
11.2 Any certified governmental assessments or liens for improvements on the Premises which are due
and payable at the time of Closing shall be paid in full by Seller, and any pending liens or assessments for
improvements not yet due and payable at Closing shall be thereafter paid in full by Buyer.
11.3 Any rents and license fees (individually in excess of $1,000.00 prorated amount on annual rental)
accruing to the Premises shall be prorated at Closing, with rents and fees prior to the date of Closing retained by
Seller.
12. TAXES ON TRANSFER; CLOSING COSTS:
12.1 Buyer shall pay all transfer taxes, however styled or designated, all documentary stamps,
recording costs or fees or any similar expense in connection with this Agreement, the conveyance of the Premises
or necessary to record the deed.
12.2 Buyer shall be solely responsible for and shall pay any reassessments or taxes generated by
reclassification of the Premises resulting from conveyance of the Premises.
12.3 If any state or local governmental authority requires, presently or in the future, the payment of
any sales, use or similar tax upon the sale, acquisition, use or disposition of any portion of the Premises, (whether
under statute, regulation or rule), Buyer assumes all responsibility for and shall pay the same, directly to said
authority, and shall hold Seller harmless from such tax(es) and any interest or penalty thereon. Seller shall
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cooperate (at no expense to Seller) with Buyer in the prosecution of any claim for refund, rebate or abatement of
said tax(es).
12.4 Seller shall pay the cost of recording any release of Seller's mortgage(s) or lien(s). In the event
Buyer finances any portion of the Purchase Price (whether through third parties or from Seller), Buyer shall pay all
costs thereof, including recordation, intangible taxes, etc.
12.5 Buyer represents and warrants that neither it nor its officers, directors or controlling owners are
acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States
Treasury Department as a terrorist, "Specially Designated National and Blocked Person," or for or on behalf of any
person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits,
threatens to commit, or supports terrorism; that neither it nor its officers, directors or controlling owners are
engaged in this transaction, directly or indirectly, on behalf of, or facilitating this transaction, directly or indirectly,
on behalf of, any such person, group, entity or nation; and that neither it nor its officers, directors or controlling
owners are in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the
Money Laundering Control Act or any regulations promulgated pursuant thereto."
12.6 The Foreign Investment in Real Property Tax Act (FIRPTA), IRC 1445, requires that every
purchaser of U.S. real property must, unless an exemption applies, deduct and withhold from Seller's proceeds ten
percent (10%) of the gross sales price. The primary exemptions which might be applicable are: (a) Seller provides
Buyer with an affidavit under penalty or perjury, that Seller is not a "foreign person", as defined in FIRPTA, or
(b) Seller provides Buyer with a "qualifying statement", as defined in FIRPTA, issued by the Internal Revenue
Service. Seller and Buyer agree to execute and deliver as appropriate any instrument, affidavit and statement, and
to perform any acts reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder. Buyer and Seller shall each indemnify and hold harmless the other with respect to any financial loss
caused by the indemnifying parry's failure to fulfill its obligations under this Paragraph.
13. BUYER'S RIGHT OF ENTRY, ENVIRONMENTAL AND OTHER INSPECTIONS:
13.1 Subject to and upon compliance with the terms of this Section 13, during the term of this
Agreement, Buyer and/or its agents may be permitted to access the Premises, subject to the rights of any tenant,
licensee, utility or other third party occupying any portion of the Premises, in order to make surveys, make
measurements, conduct environmental or engineering tests (including drilling and coring for preconstruction soil
analysis), and to make such physical inspections and analyses thereof as Buyer shall deem necessary; PROVIDED,
however, that Buyer, and/or its agents, hereby assumes all risks of such entry and agrees to defend, indemnify and
save Seller harmless from and against any claim, cost or expense resulting from any damage to or destruction of
any property (including the Premises or any improvements thereon) and any injury to or death of any person(s),
arising from the acts or omissions of Buyer and/or its agents in the exercise of this right -of -entry. Buyer agrees to
do no act which would encumber title to the Premises in exercising this right -of -entry. Any drilling and coring
holes shall be filled upon completion of testing. All investigation -derived waste, including without limitation
drilling waste, ground water and cuttings, shall be promptly handled, characterized and disposed of properly and in
accordance with all local, State and Federal requirements, all at Buyer's sole cost.
13.2 Buyer shall give Seller ten (10) days prior written notice of any entry onto the Premises under this
Section 13 and provide Seller with a schedule and scope of work for each of the activities Buyer proposes to
undertake during such entry. Upon receipt of the foregoing, Seller reserves the right, in Seller's sole discretion, to
terminate this Agreement or if Seller permits the testing, Seller reserves the right to monitor and approve all
procedures in the conduct of any environmental assessments, tests, studies, measurements or analyses performed by
or for Buyer in, on, to or with respect to the Premises. Buyer agrees to test the Premises in conformation with the
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Minimum Sampling Requirements set forth in Exhibit B, attached hereto and made a part hereof. Buyer shall
provide in any contract or bids for site assessment or environmental inspections of the Premises a "confidentiality
clause", limiting disclosure of the results and any report only to Buyer (or to Seller, upon request), and an "insurance
clause," requiring the company selected by the Buyer to perform the work to produce a certificate of insurance
naming the Seller and Buyer as additional insured with the following coverage and limits:
• General Liability (CGL) insurance with coverage of not less than THREE MILLION DOLLARS
($3,000,000) Combined Single Limit per occurrence for bodily injury and property damage.
In addition to the above -described CGL insurance, if Buyer will undertake, or cause to be
undertaken, any construction or demolition activity within fifty (50) feet of any Seller track or any
Seller bridge, trestle or tunnel, then Buyer shall also purchase, or cause to be purchased, a policy
of Railroad Protective Liability (RPL) insurance, naming Seller as the insured, with coverage of
not less than FIVE MILLION DOLLARS ($5,000,000) Combined Single Limit per occurrence,
with an aggregate of TEN MILLION DOLLARS ($10,000,000). Such policy must be written on
ISO/RIMA form of Railroad Protective Insurance — Insurance Services Offices Form No. CG 00
35, including Pollution Exclusion Amendment CG 28 31. At Seller's option, in lieu of purchasing
RPL insurance (but not CGL insurance), Buyer may pay Seller a Construction Risk Fee, currently
THREE THOUSAND DOLLARS ($3,000), and thereby be relieved of any obligation to purchase
said RPL insurance.
• Worker's Compensation Insurance as required by the state in which the Work is to be performed.
This policy shall include Employers' Liability Insurance with a limit of not less than ONE
MILLION DOLLARS ($1,000,000) per occurrence. Unless prohibited by law, such insurance
shall waive subrogation against Seller.
Automobile Liability Insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering all owned, non -owned and hired vehicles.
Buyer shall also keep Seller fully apprised of the progress of, and procedures followed with
respect to, all such environmental work; and fully cooperate with all reasonable requests of Seller in undertaking and
carrying out such work. If requested by Seller, Buyer shall prepare split samples (which may then be separately
tested at Seller's sole option and cost) for delivery to Seller and shall deliver to Seller, at no cost to Seller, within
five (5) days after receipt, copies of all results, assessments, reports and studies, whether of an environmental nature
or otherwise, resulting from any tests or inspections conducted by Buyer pursuant to this Section 13 or otherwise in
accordance with this Agreement. At or before Closing, Buyer shall provide Seller a reliance letter from Buyer's
consultant, in form and substance reasonably acceptable to Seller, granting Seller the right to rely on the
environmental data and reports generated as part of buyer's environmental due diligence, including without
limitation, any Phase I and Phase II Environmental Site Assessment Reports. The reliance letter shall not impose
any additional limitations or restrictions on Seller's reliance on said data and reports except as may be specified
within the report documents themselves.
13.3 Buyer acknowledges that Seller makes no guarantee, representation or warranty regarding the
physical or environmental condition of the Premises, and Seller expressly disclaims any and all obligation and
liability to Buyer regarding any defects which may exist with respect to the condition of the Premises.
13.4 If environmental contamination of the Primary Premises is revealed by the studies and tests
conducted by Buyer pursuant to this Section 13, in an amount and/or concentration beyond the minimum acceptable
levels established by current applicable governmental authorities, or, if Buyer is unwilling to accept the
environmental condition of the Premises as a result of such tests or assessments, Seller's and Buyer's sole and
PSA-Page 9
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SITE ID: IN-177-1031231
PIN: 18177 0026
M. Coffing / 05-20-2015
exclusive remedy shall be to terminate this Agreement and refund the Deposit to the Buyer. Under no circumstances
shall Seller be required to convect, remedy or cure any condition or environmental contamination of the Premises,
which Buyer's tests and studies may reveal, as a condition to Closing or other performance hereunder.
13.5 Provided Seller does not elect to terminate this Agreement as provided herein, if Buyer elects not
to secure environmental tests or inspections, or fails to terminate after receipt of test results, Buyer shall take the
Premises "as is" at Closing; assumes all risks associated with the environmental condition of the Premises,
regardless of the cause or date of origin of such condition; and releases all rights or claims against Seller relating to
such condition or for any costs of remediation or cure of any environmental condition. Buyer expressly assumes all
obligations, liability and responsibility for physical and/or environmental conditions of the Premises, and agrees to
defend, protect, indemnify and hold Seller harmless from any and all loss, damages, suits, penalties, costs, liability,
and/or expenses (including, but not limited to reasonable investigative and/or legal expenses, remediation and/or
removal costs), arising out of any claim(s), present, past or future, for (a) loss or damage to any property, including
the Premises (b) injuries to or death of any person(s), (c) contamination of or adverse effects upon the environment
(air, ground or water), or (d) any violation of statutes, ordinances, orders, rules or regulations of any governmental
entity or agency, caused by or resulting from presence or existence of any hazardous material, hazardous substance,
hazardous waste, pollutant or contaminant (including petroleum products) in, on or under the Premises or any
migration, escape or leakage of such materials, substances, wastes, pollutants or contaminants therefrom. Buyer
acknowledges that the provisions of this Section are deemed to be additional consideration to Seller and the
condition of the Premises has been considered as part of the Purchase Price.
13.6 INTENTIONALLY OMITTED
13.7 INTENTIONALLY OMITTED
13.8 The Buyer's environmental investigation shall be completed on or prior to the Contingency Date.
13.9 The provisions of this Article 13 shall survive Closing or termination of this Agreement.
14. SUBDMSION APPROVAL; ZONING:
14.1 Any subdivision approval needed to complete the transaction herein contemplated shall be
obtained by Buyer at Buyer's sole risk, cost, and expense. Seller shall cooperate with Buyer in obtaining said
approval, to the extent necessary or required, but Buyer shall reimburse Seller for any and all charges, costs and
expenses (including portions of salaries of employees of Seller assigned to such project) which Seller may incur in
such cooperation.
14.2 Seller makes no guarantee or warranty that any subdivision approval will be granted and assumes
no obligation or liability for any costs or expenses if same is not approved.
14.3 Costs and expenses shall include all fees, including reasonable attorneys' fees, of obtaining
subdivision plats, or filing same with the applicable governmental body(ies), or recordation thereof, including
attorneys' fees, and all other related and/or associated items.
14.4 Seller makes no guarantee, warranty or representation as to the permissibility of any use(s)
contemplated by Buyer under existing zoning of the Premises or as to any ability to secure any rezoning for Buyer's
use.
15. BROKER'S FEES: The Buyer and the Seller each represent and warrant to the other that neither has
introduced into this transaction any person, firm or corporation who is entitled to compensation for services as a
PSA-Page 10
Revised June 2014
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PIN: 18177 0026
M. Coffing / 05-20-2015
broker, agent or finder. The Buyer and the Seller each agree to indemnify the other against and hold the other
harmless from any and all commissions, finder's fees, costs, expenses and other charges claimed by real estate
brokers or sales persons by, through or under the indemnifying party. Seller shall be under no obligation to pay or be
responsible for any broker's or finder's fees, commissions or charges in connection with handling this transaction, or
Closing.
16. ASSIGNMENT, LIMITS, SURVIVAL:
16.1 (a) This Agreement may not be assigned by Buyer without the prior written consent of Seller,
which shall not be unreasonably withheld, provided that if Buyer wishes to cause the Premises to be conveyed
directly from Seller to a third party through an exchange of like -kind real estate on escrow terms qualifying under
Section 1031 of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated
thereunder, Seller shall, at Buyer's expense, cooperate in accomplishing Buyer's objective.
(b) Buyer hereby agrees that closing on the disposition of the transfer of the Premises pursuant
to this Agreement may be structured by Seller to qualify as part of an exchange of like -kind property under Section
1031 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder (a
"like -kind exchange"). Accordingly, Seller shall have the right to assign its rights and interests hereunder to a
qualified intermediary or qualified escrow agent, an exchange accommodation titleholder, or such other person as
may be necessary to qualify the transaction as a like -kind exchange. Buyer agrees to cooperate with Seller in
executing such documents as may be reasonable necessary to implement a like -kind exchange, including, but not
limited to, making the proceeds check payable as directed by Seller.
16.2 As limited above, this Agreement shall be binding upon the parties, their successors and
permitted assigns, or upon their heirs, legal representatives and permitted assigns, as the case may be.
16.3 Any provision calling for obligations continuing after Closing or termination of this Agreement
shall survive delivery of the deed and not be deemed merged into or replaced by any deed, whether or not the deed
so states.
17. DEFAULT:
17.1 In the event of a default by Buyer under this Agreement (including, but not limited to payment of
the Deposit within the time specified), Seller may elect to terminate this Agreement by delivery of notice to Buyer
and to retain the Deposit and any other money paid by Buyer to or for the account of Seller, as agreed -upon
liquidated damages in full settlement of any and all claims arising under or in any way related to this Agreement.
17.2 In the event of a default by Seller under this Agreement, Buyer's sole and exclusive remedy shall
be to terminate this Agreement by delivery of notice to Seller and to receive an immediate return of the Deposit and
reimbursement for any reasonable third -party expenses incurred by Buyer pursuant to this Agreement, not to
exceed $10,000, as agreed -upon liquidated damages in full settlement of any and all claims arising under or in any
way related to this Agreement. Buyer irrevocably waives any and all right to pursue specific performance of this
Agreement or any other legal or equitable remedy otherwise available to Buyer.
17.3 Upon the termination of this Agreement pursuant to this Article 17, Buyer and Seller shall be
relieved of all obligations under Agreement, including the duty to close, other than (a) any liability for breach of
any of the provisions of Section 13 shall remain as obligations of Buyer and (b) Buyer shall furnish Seller with a
copy of all materials and information (including but not limited to any engineering reports, studies, maps, site
characterizations and/or zoning related materials) developed by Buyer during the term of this Agreement relating to
the potential use or the physical condition of the Premises.
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Revised June 2014
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PIN: 18177 0026
M. Coffing / 05-20-2015
17.4 "Default" shall include not only the failure to make prompt payment of any sums when due under
this Agreement, but also the failure to fully and timely perform any other acts required of Buyer under this
Agreement.
18. NOTICES:
18.1 Notice under this Agreement shall be in writing and sent by Registered or Certified Mail, Return
Receipt Requested, or by courier, express or overnight delivery, and by confirmed e-mail.
18.2 The date such notice shall be deemed to have been given shall be the business day of receipt if
received during business hours, the first business day after the business day of receipt if received after business
hours on the preceding business day, the first business day after the date sent by courier, express or overnight ("next
day delivery") service, or the third business day after the date of the postmark on the envelope if mailed, whichever
occurs first.
18.3 Notices to Seller shall be sent to:
CSX Transportation, Inc.
C/o CSX Real Property, Inc. - J915
6737 Southpoint Drive South
Jacksonville, FL 32216-6177
Attn: Jennifer Bryan (Transaction Specialist)
E-mail: Jennifer_Bryan@csx.com
Phone: 904-279-3822
Notices to Buyer shall be sent to:
Mayor
City of Richmond
50 North 5's Street
Richmond, IN 47374
Email: Mayor@richmondindiana.gov
Phone: 765-983-7200
18.4 Any party hereto may change its address or designate different or other persons or entities to
receive copies by notifying the other party in a manner described in this Section.
19. RULES OF CONSTRUCTION:
19.1 In this Agreement, all singular words shall connote the plural number as well as the singular and
vice versa, and the masculine shall include the feminine and the neuter.
19.2 All references herein to particular articles, sections, subsections or clauses are references to
articles, sections, subsections or clauses of this Agreement.
19.3 The headings contained herein are solely for convenience of reference and shall not constitute a
part of this Agreement nor shall they affect its meaning, construction or effect.
19.4 Each party hereto and its counsel have had the opportunity to review and revise (or request
PSA-Page 12
Revised June 2014
SITE ID: IN-177-1031231
PIN: 18177 0026
M. Coffing / 05-20-2015
revisions of) this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be
resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement or
any exhibits hereto or amendments hereof.
19.5 This Agreement shall be governed and construed in accordance with the laws of the state in
which the Premises is located, without regard to conflict of law rule.
20. TIME OF ESSENCE: Time shall be considered of the essence both to the Buyer and the Seller for all
activities undertaken or required pursuant to this Agreement.
21. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, and all of which together shall constitute one and the same instrument.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
PSA-Page 13
Revised June 2014
SITE ID: IN-177-1031231
PIN: 18177 0026
M. Coffing / 05-20-2015
n�
IN WITNESS WHEREOF, the Buyer has caused this Agreement to be signed the of day of
t4 Z �/ , 2015, in duplicate, each of which shall be considered an original.
WITNESS(ES):
BUYER(S): CITY OF RICHMOND, INDIANA
By and Through Its
Board of Public Works and Safety
Print Name: Vicki Robinson
Print Title: President
APPROVE
Print Name: Sarah L. Hutton
Print Title: Mayor, City of Richmond, Indiana
NOTICE OF SELLER'S ACCEPTANCE
Buyer's Offer to purchase the Premises is accepted by Seller this _Aeday of Ju.IV __, 2015.
WITNESS(ES):
CSX WNSPORTATION, INC.
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By:
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Exhibit B
Minimum Sampling, Soil Management, and Capping Requirements
For Rails -to -Trails Conversion of Rail Corridors
Buyer Agrees to:
Sampling
Surface soils should be sampled as follows (please see attachments for typical sampling layout
schematics):
a. Adjacent to any existing or former buildings, bridges, signals, etc.
b. At former switch or rail -to -rail crossings, collect a minimum of 3 composite samples. One
composite sample should be obtained at the switch or crossing location, with additional composite
samples obtained at 50-foot intervals in either directional along the corridor as illustrated in Figure
1. Each composite sample should consist of 5 specimens (i.e., each composite sample will consist
of 5 discreet samples that are mixed together and analyzed as a single sample).
c. Along the remaining rail corridor:
• For corridor less than 0.5-mile long, collect a minimum of 10 composite samples.
• For corridor 0.5 — 0.75 miles long, collect 15 composite samples.
• For corridor 0.75 miles to 1 mile long, collect 20 composite samples. Space the sampling
points evenly down corridor, i.e., 20 samples in one mile is one sample about every 250
feet.
• For corridors greater than l mile in length, the number of evenly spaced samples to be
collected should be calculated as follows:
Number of Composite Samples = 20 + 5x
Where x = total corridor length in excess of 1 mile
As an example, given a 4-mile length of corridor, the number of samples to be collected
would equal 20+5*3 or 35 composite samples, which would be spaced approximately every
600 feet.
Each composite sample collected along the corridor should consist of 5 specimens. An illustration
of the composite sample configuration for a rail corridor is provided in Figure 2.
d. Samples should be collected from the upper 6 inches of soil taking into consideration State
standards concerning direct exposure.
e. Samples should be analyzed for arsenic (SW 846 Method 6010B), lead (SW 846 Method 601013)
and PAH (SW 846 Method 8270C SIM). If the corridor was utilized for electric rail, the samples
should also be analyzed for PCB's using SW 846 Method 8082, Method 608 or appropriate state
test method.
a
II. Soil Management Plan
The purchase sale agreement shall require buyer to provide a written soil management plan defining
procedures for monitoring the corridor to ensure potential exposure pathways are controlled to reduce
risk of exposure to the public to acceptable levels. This plan shall include at a minimum:
• A site plan clearly showing "capped" vs. "un-capped" areas of the corridor
• A detailed description of the cap thickness and method of construction (i.e. soil,
concrete, asphalt, etc.);
• A detailed description of methods and procedures to be utilized to prevent users
from accessing uncapped areas of the corridor and potentially contacting site soils.
This section should include a discussion of signage or other methods to be utilized
to communicate to the public the past industrial use of the corridor and the
potential for impacted soils to be present;
• Defined procedures for the testing and management of soil that is excavated as part
of a construction project on the property, such as culvert or underground utility
installation;
• A discussion of inspection and reporting procedures to document (at least annually)
the condition of the cap and to reaffirm that un-capped areas of the site are not
being accessed or utilized by the public The annual inspection report should
identify any deficiencies in the cap and document any changes (including updated
site plans) or repairs made to the cap during the inspection period, and any other
corrective actions warranted to protect the public from exposure to site soils.
III. Capping
The rail bed, defined as extending from opposite toes -of -slope of the ballast field, if present, or a
minimum of 7 feet on either side of the centerline of the former track, shall be graded and capped with
pavement or other suitable material to prevent contact with the surface soil. This cap should have a
minimum thickness of one to two feet. Actual cap design should be developed on a project -specific
basis taking into account specific requirements of State and Local environmental regulation.
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