Agreement - Donation of 2 Vacant Lots to Board of Public Works - Clement Properties LLC.

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DONATION AGREEMENT This is a Donation Agreement (the "Donation Agreement") for certain real property, which is more particularly described on ExHbmt A ("Property"), dated and effective as of this 12TIl day of November, 2019 between CLEMENT PROPERTIES, LLC, an Indiana limited liability company ("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 limited liability company, 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 Transfer. Donor agrees to donate the Property to Donee as a gift and for no consideration no later than December 31, 2019, 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 special warranty deed substantially in the form attached hereto as Exhibit B. 1.4 :Eitl , CgElifiglifiaa. Donor agrees to pay for the cost of a Tax Sale Certification for the Sample Street Property identified on Exhibit A through Meridian Title Company. 1.5 &yjrotttnental Sjudv. Donee agrees to pay for the cost of a Phase I environmental site assessment of the Property. 1.6 CloSing Coats., Donee shall pay all costs associated with the transfer of the Property, including but not limited to a title policy and transfer fees and recording costs. 1.7 Taxes. Donor agrees to pay for the prorated taxes for tax year 2019, payable in 2020 levied against the Property, which shall be remitted to Donee at time of the Property transfer. 1.8 Furiber_. sslirlinces. 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. AQLLPTEEE 111.1 2.1 Dongg'N Aggg,1211ILng. 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 Donev's,Authariud, HurtsgulatijDonee authorizes David Relos or Andrew Netter of the Department of Community Investment to execute any documents on its behalf that are required to affect the transfer.