Donation Agreement - South Bend Heritage Foundation

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DONATION AGREEMENT This is a Donation Agreement (the "Donation Agreement") for certain real property, which is more particularly described on Exhibit A ("Property"), dated and effective as of this 22ND day of OCTOBER, 2019 between SOUTH BEND HERITAGE FOUNDATION, INC. a domestic nonprofit corporation ("Donor") and CIVIL CITY OF SOUTH BEND, a municipal corporation, FOR THE USE AND BENEFIT OF ITS BOARD OF PUBLIC WORKS ("Donee"). 1. DONATION. 1.1 Representations and Warranties of Donor. Donor represents and warrants that it is duly organized and in good standing in the State of Indiana as a non-profit corporation, and the signatory hereto has been authorized by the Donor to transfer the Property to the Donee. Further, Donor represents and warrants that it has good and marketable fee simple title to the Property and has not granted any option or right of first refusal to any person or entity to acquire the Property or any interest therein. 1.2 Transter. Donor agrees to donate the Property to Donee as a gift and for no consideration, and Donee agrees to accept the Property from Donor on the terms and conditions set forth herein. 1.3 Title. Title shall be transferred via a quit claim deed or its equivalent substantially in the form attached hereto as Exhibit B. 1.4 C1jLsj_n1Coat,5, Donee shall pay all costs associated with the transfer of the Property, including but not limited to transfer fees and recording costs. 1.5 Taxes. Donee shall be liable for all taxes assessed and levied against the Property. 1.6 nc . Donee and Donor agree to execute all instruments and documents and to take all actions reasonably necessary and appropriate to consummate the transfer and donation of the Property and shall use their best efforts to close in a timely manner. 2. " " a .PT iV F F III(P ,1 T 2.1 e ' Aeggiltallce. Except for the representations and warranties of Donor as set forth in Section 1.1 hereof, Donee accepts the Property "as -is, where -is" and without any representations or warranties by Donor as to the condition of the Property or its fitness for any particular use or purpose. Donor offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 2.2 ' ., , -� ° Donee authorizes David Relos or Andrew Netter of the Department of Community Investment to execute any documents on its behalf that are required to effect the transfer. 3. GENERAL PROVISIONS 3.1 45-mccessors 1 AmigLIs. This Donation Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. Notwithstanding the foregoing, Donee may not transfer, assign or encumber Donee's rights under this