Real Property Transfer Agreement - Jones Petrie Rafinski

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REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement (this "Agreement") is entered into as of October 10, 2017 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works, of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 (the "City") and Jones Petrie Rafinski Corp., an Indiana corporation with its registered office at 200 Nibco Parkway, Suite 200, Elkhart, Indiana 46516 (the "Company") (each a "Party" and collectively the "Parties"). RECITALS A. Company owns the real property described in attached Exhibit A (the "Property") and desires to convey ownership of the Property to the City for the City's use as a surface parking lot or for other appropriate purposes determined by the City. B. Pursuant to Ind. Code 36-1-10.5-1(b)(1), a transfer of real property to the City for Twenty -Five Thousand Dollars ($25,000.00) or less is not subject to the acquisition requirements of Ind. Code 36-1-10.5. C. Company desires to convey the Property to the City for nominal consideration. D. The City, acting by and through the Board of Public Works, has determined that accepting the Property from Company under the terms of this Agreement is in the best interests of the residents of the City. NOW, THEREFORE, in consideration of the mutual covenants stated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Transfer of Property. Company will convey the Property to the City, and the City will accept the same, subject to the terms and conditions of this Agreement. 2. Purchase Price. The purchase price for the Property shall be One Dollar ($1.00) (the "Purchase Price"), payable by the City to Company in cash at the closing described in Section 5 below. 3. Due Diligence. Between the Effective Date and the Closing Date defined below (such period being the "Due Diligence Period"), the Parties will work together in good faith to conduct, at the City's sole cost, any and all due diligence investigation of the Property, including, without limitation, examination of environmental matters, real property title matters, and the like, as may be requested or undertaken by the City. If at any time within the Due Diligence Period the City determines, in its sole discretion, not to proceed with the purchase of the Property, the City may terminate this Agreement by written notice to Company.