HomeMy WebLinkAboutReal Property Transfer Agreement - Jones Petrie Rafinskiw
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REAL PROPERTY TRANSFER AGREEMENT
This Real Property Transfer Agreement (this "Agreement") is entered into as of October
10, 2017 (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 Jones Petrie Rafinski Corp., an Indiana corporation with its
registered office at 200 Nibco Parkway, Suite 200, Elkhart, Indiana 46516 (the "Company") (each
a "Party" and collectively the "Parties").
RECITALS
A. Company owns the real property described in attached Exhibit A (the "Property")
and desires to convey ownership of the Property to the City for the City's use as a surface parking
lot or for other appropriate purposes determined by the City.
B. Pursuant to Ind. Code 36-1-10.5-1(b)(1), a transfer of real property to the City for
Twenty -Five Thousand Dollars ($25,000.00) or less is not subject to the acquisition requirements
of Ind. Code 36-1-10.5.
C. Company desires to convey the Property to the City for nominal consideration.
D. The City, acting by and through the Board of Public Works, has determined that
accepting the Property from Company 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 Parties agree as follows:
1. Transfer of Property. Company will convey the Property to the City, and the City
will accept the same, subject to the terms and conditions of this Agreement.
2. Purchase Price. The purchase price for the Property shall be One Dollar ($1.00)
(the "Purchase Price"), payable by the City to Company in cash at the closing described in Section
5 below.
3. Due Diligence. Between the Effective Date and the Closing Date defined below
(such period being the "Due Diligence Period"), the Parties will work together in good faith to
conduct, at the City's sole cost, any and all due diligence investigation of the Property, including,
without limitation, examination of environmental matters, real property title matters, and the like,
as may be requested or undertaken by the City. If at any time within the Due Diligence Period the
City determines, in its sole discretion, not to proceed with the purchase of the Property, the City
may terminate this Agreement by written notice to Company.
4. Preservation of Title; Title Commitment. From and after the Effective Date,
Company shall not take any action or allow any action to be taken by others to cause the Property
to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other
matters affecting Company's title (such matters being referred to herein as "Encumbrances").
Company acknowledges that the City intends to obtain, at Company's sole expense, and to rely
upon a commitment for title insurance on the Property (the "Title Commitment") identifying all
Encumbrances affecting the Property. Company will exercise all appropriate and commercially
reasonable efforts to eliminate any Encumbrances, monetary and otherwise, affecting the Property
and objected to by the City in writing, and Company will convey the Property to the City free from
all such Encumbrances.
5. Closing.
a. The closing of the conveyance contemplated in this Agreement (the
"Closing") will take place on a date agreed in writing by the Parties (or their respective
representatives) (the "Closing Date") at the offices of Meridian Title Corporation (the "Title
Company").
b. At Closing, Company will deliver to the City a warranty deed, in the form
attached hereto as Exhibit B (the "Deed"), conveying the Property to the City.
c. Company will pay the cost of obtaining an ALTA owner's policy of title
insurance covering the Property in an amount not less than Fifty Thousand Dollars ($50,000.00),
which the Title Company will provide at Closing.
d. Company will pay all closing costs, including the Title Company's closing
fees and/or document preparation fees, and all recordation fees associated with. the Closing.
e. The Parties agree to provide one another such customary documents as are
reasonably required to complete the Closing.
6. Taxes. Company will be liable for any and all real property taxes and assessments,
if any, assessed and levied against the Property with respect to any and all periods of time
preceding the Closing Date.
7. Entire Agreement; Severability. This Agreement embodies the entire agreement
between the Parties and supersedes all prior discussions, understandings, or agreements between
the Parties concerning the transactions 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. Company may not assign this Agreement or any of its respective
rights or obligations hereunder, in whole or in part, without the prior written consent of the City.
In the event Company desires to obtain the City's consent regarding a proposed assignment of this
Agreement, the City may request and Company will provide any and all information reasonably
demanded by the City in connection with the proposed assignment and/or the proposed assignee.
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IN WITNESS WHEREOF, the Parties have signed this Real Properly Transfer Agreement
to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
-/J" 6Lt
Gary Gilot, President
Therese Dorau, M mber
Suza a Fritzberg, ember
-en L 0 L
Elizabeth Maradik, Member
James Mueller, Member
ATTEST:
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Linda Martin, Clerk
.TONES PETRIE RAFINSKI CORP.,
an Indiana corporation
By:
Printed:
Title:
4000.0000077 66933885.003
rd
EXHIBIT A
Description of Properly
Lot Numbered Two Hundred Seventy -Nine (279) as shown on the Original Plat of the Town,
now City of South Bend, Indiana.
Commonly known as 322 S. Lafayette Blvd., South Bend, Indiana
Parcel Key Number 018-3008-0256
EXHIBIT B
Form of Warranty Deed
WARRANTY DEED
THIS INDENTURE WITNESSETH that Jones Petrie Rafinski Corp., an Indiana corporation, the
Grantor, conveys and warrants to the CIVIL CITY OF SOUTH BEND FOR THE USE AND BENEFIT OF ITS
BOARD OF PUBLIC WORKS, the Grantee, for and in consideration of the sum of One Dollar ($1.00) and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, certain real property (the
"Real Estate") situated in the County of St. Joseph, State of Indiana, and being more particularly as follows:
Lot Numbered Two Hundred Seventy -Nine (279) as shown on the
Original Plat of the Town, now City of South Bend, Indiana.
Commonly known as 322 S. Lafayette Blvd., South Bend, Indiana
Parcel Key Number 018-3008-0256
This conveyance is subject to any and all easements, conditions, and restrictions of record.
The Grantor hereby specifically acknowledges and agrees that the Real Estate conveyed herein is.
conveyed in fee simple and that no reversionary rights whatsoever shall remain with the Grantor. This
acknowledgement and agreement is a covenant running with the land and shall be binding upon the Grantor and
all successors and assigns.
The undersigned Grantor executing this Warranty Deed represents and certifies that the Grantor is
competent and fully empowered to execute and deliver this conveyance and in doing so is not violating any other
agreement to which Grantor is a party; that the Grantor has full legal capacity to convey the real estate described
and that all necessary action necessary to complete this conveyance has been duly taken.
The undersigned represents and warrants that he is a duly elected officer of the Grantor; that the Grantor
is a corporation validly existing in the State of Indiana; that the Grantor has full corporate capacity to convey the
real estate interest described; that pursuant to resolution of the board of directors or shareholders of the Grantor
or the by-laws of the Grantor he has full authority to execute and deliver this instrument on its behalf and that
said authority has not been revoked; that he is, therefore, fully authorized and empowered to convey to the
Grantee real estate of the Grantor, and that on the date of execution of said conveyance instrument he had full
authority to so act; and that all necessary corporate action for the making of this conveyance has been duly taken.
IN WITNESS WHEREOF, the Grantor has executed this instrument this _ day of
, 2017.
JONES PETRIE RAFINSKI CORP.,
an Indiana corporation
By:
Printed:
Its:
STATE OF INDIANA )
SS:
COUNTY OF ST. JOSEPH )
Before me, the undersigned, a Notary Public in and for said County and State, this day of
2017, personally appeared , personally known to me as the
of the Grantor and acknowledged the execution of the foregoing Warranty
Deed for and on behalf of the Grantor.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.
(SEAL)
Notary Public
Resident of County,
My commission expires:
Interests in land acquired by the
Civil City of South Bend for the use and benefit of its Board of Public Works
Grantee mailing address:
227 W. Jefferson Blvd. Suite 1300 N
South Bend, IN 46601
This instrument was prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. County -City Building, 227
W. Jefferson Blvd., South Bend, Indiana 46601.
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in
this document, unless required by law. Benjamin J. Dougherty
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