Agreement - Personal Property Transfer - Transfer 1 Modular Building to Unity of Michiana - Unity of Michiana, Inc.

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income taxation as stated in the Internal Revenue Service letter dated September 26, 1979, attached hereto as Exhibit C. 2. Trarisfer of Pr;opert . The City desires to convey the Property to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Property, and any and all improvements located on the Property, subject to the terms and conditions of this Agreement. 3. Use of Property. The Organization agrees to use the Property only for purposes consistent with and permissible under its Articles and Section 501(c)(3) of the Internal Revenue Code and for no other purpose. 4. Closing. The City will convey title to the Property to the Organization by a bill of sale in substantially the form attached hereto as Exhibit_ the "Bill of Sale"') concurrently with the execution of this Agreement (the "Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Gary Gilot, President of the Board and Linda Martin, Clerk of the Board to execute and deliver the Bill of Sale to the Organization. 5. No Warranties. . The Organization has inspected the Property and agrees to accept the it in its condition "as -is, where -is" and without any representations or warranties by the City concerning the condition of the Property. The City offers no such representation or warranty as to condition, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition. 6. Taxes. The Organization, and the Organization's successors and assigns, will be liable for any and all personal property taxes, if any, assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. The City will have no liability for any personal property taxes associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of personal property taxes resulting in the City's liability therefor. 7 Entire reerrrent S vr.rabrlitry This Agreement embodies the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements between the Parties concerning the transaction contemplated in this Agreement, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated. 8. Assignment. The Organization may not assign this Agreement or any of its rights hereunder, in whole or in part, without the prior written consent of the City. In the event the Organization wishes to obtain the City's consent regarding a proposed assignment of this Agreement, the City may request and the Organization will provide any and all information 2