Real Property Transfer Agreement - South Bend Heritage Foundation

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2. Transfer of Properties. The City desires to convey the Properties to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Properties, and any and all improvements located on the Properties, subject to the terms and conditions of this Agreement. 3. Use of Properties; Conting_ency_. The Organization agrees to use the Properties 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. Specifically, the Organization desires to acquire ownership of the Properties to apply for low-income housing tax credits for the construction of income -based housing with a minimum of twenty-two (22) housing units (the "Intended Use"). From and after the Acceptance Date, City agrees that City shall, at the request of the Organization and without cost to City, cooperate with the Organization in connection with any and all private and governmental approvals, rezoning, land subdivisions and other matters necessary for the Organization's Intended Use. In addition to any and all other conditions and contingencies in this Agreement, the Organization's obligations under this Agreement are hereby conditioned upon the Organization's receipt of a low-income housing tax credit ("LIHTC") reservation from the Indiana Housing and Community Development Authority ("IHCDA") for the Intended Use. In the event that the Organization obtains a LIHTC Reservation from IHCDA but is unable to obtain a commitment for an equity investment from a tax credit investor on terms that are satisfactory to the Organization, in the Organization's sole discretion and in an amount sufficient for the Intended Use, within six (6) months after obtaining the LIHTC Reservation from IHCDA, despite the Organization's best reasonable efforts, this Agreement shall terminate at the Organization's election. 4. Closing. Subject to the Organization's receipt of a LIHTC reservation from the IHCDA for the Intended Use, the City will convey title to the Properties to the Organization by delivery of the Deed in substantially the form attached hereto as Exhibit D, on or before December 31, 2024 (the "Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Elizabeth Maradik, President of the Board and Theresa Heffner, Clerk of the Board to execute and deliver the deed to the Organization. At the Organization's option, the City will record the deed at the City's expense, and the Board authorizes and instructs Joseph Molnar of the City's Department of Community Investment to do so. 5. Post -Closing Development Obligations. Provided Closing occurs, within twelve (12) months after the Closing Date, the Organization will commence construction and redevelopment of the Properties. The redevelopment will consist of a minimum of twenty-two (22) housing units ("Property Improvements"). Promptly upon completing the Properties Improvements, the Organization will submit to the City copies of the certificate(s) of occupancy for the Property Improvements. The parties expect the Property Improvements to be completed within thirty (30) months of the Closing Date (the "Completion Date"). If the Property Improvements have not been substantially completed by the Completion Date, the Organization shall be in default under this Agreement. In anticipation of performing its obligations under this Section 5, the Organization shall also provide the designs, plans, and specifications for Property Improvements consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same. Acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion, as