Real Property Transfer Agreement - South Bend Heritage Foundation - 912 W Oak Street (2)

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REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of May 14, 2019 (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 the South Bend Heritage Foundation, Inc., an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the "Organization") (each a "Party," and together the "Parties"). RECITALS A. The City is a municipal corporation existing and operating pursuant to the laws of the State of Indiana. B. The Organization is an Indiana non-profit corporation organized exclusively to conduct, support, encourage, and assist such charitable, educational, and other programs and projects as are described both in Section 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. C. The City owns the certain real property described in attached Exhibit._A (the "Property"). D. The Organization desires to acquire ownership of the Property from the City.. E. Pursuant to I.C. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana non-profit corporation organized for educational, literary, scientific, religious, or charitable purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue Code is not subject to the disposition requirements of I.C. 36-1-11. F. The City, acting by and through the Board of Public Works, has determined that conveying the Property to the Organization 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 City and the Organization agree as follows: 1. ualiiicatiotis ol`Or atiiratioti. The Organization represents and warrants that (a) it is a non-profit corporation organized under the laws of the State of Indiana; (b) the Organization's articles of incorporation dated July 11, 1974, as amended on September 25, 1978, June 20, 1983, December 27, 1990, and November 12, 1993 (the "Articles"), attached hereto as 1.xhiblt B, have not been superseded or amended and currently remain in full force and effect; and 1