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HomeMy WebLinkAbout6C(11) Real Estate Donation Agreement (Ivy Tech)i~ ~ ~i~ SpUTy eF ~ ~ bFol'il';;/, do _~ ~ \ Iv ,~A~~- yl Community & Economic Development ~,;.,',~ 1865..'. 1200 County-City Building, 227 West Jefferson, South Bend, Indiana 46601-1830 Phone 574/235-9371 Fax 574/235-9021 To: Redevelopment Commission From: David Relos, Economic Development Planner/` Subject: Real Estate Donation Agreement Habitat property to Ivy Tech Date: July 9, 2010 On August 26, 2009, the Commission approved the addition of four properties along East Sample St to the acquisition list of the Airport Economic Development Area. These properties were added in an effort to help Ivy Tech expand classroom, storage, and parking needs in light of their large increases in enrollment. If staff was able to acquire any of these properties, Legal would then work with Ivy Tech on the donation of the property to Ivy Tech. Attached to this staff report is the Real Estate Donation Agreement for the first property to be donated to Ivy Tech. It is the Habitat Restore property at the corner of Sample and Fellows. Habitat is still using this property as they prepare their new location for their eventual move, which is to take place before November 1. The purchase agreement between the Commission and Habitat is recognized and included as an exhibit in the donation agreement. Ivy Tech is very appreciative of the Commission's help, as they try to find ways to accommodate as many students as possible. Being able to show community support for our local Ivy Tech is important when the Ivy Tech Foundation decides where to spend the dollars given them, and the Commission's partnership with Ivy Tech in this endeavor is a great indicator of the community's support. Staff requests approval of this donation agreement, which allows the transfer of the Habitat Restore, at 412 E Sample Street, to Ivy Tech. What We Do Today Makes A Difference! REAL ESTATE DONATION AGREEMENT By and Between South Bend Redevelopment Commission Community Enterprises Properties, LLC (412 E. Sample Street) July , 2010 Section 1. Parties. This Real Estate Donation Agreement ("Agreement") is entered into this day of July, 2010, by and between the City of South Bend, Department of Redevelopment, acting by and through the South Bend Redevelopment Commission (referred to as "Donor" in this Agreement) and Community Enterprises Properties. LLC (referred to as '`Donee'' in this Agreement), which is a single member, member managed LLC with Ivy Tech Foundation, Inc. (referred to as "Foundation"' in this Agreement) as its only member. Foundation is an institutionally related foundation that exists to secure, administer, and distribute donations that benefit Ivy Tech Community College of Indiana (referred to as ``College'" in this Agreement). Foundation is an Indiana non-profit corporation and is exempt from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code. For income tax purposes, Donee is a disregarded entity and thus has the same tax status as Foundation. College is an instrumentality of the State of Indiana established under IC 21-22 and is exempt from federal income taxation under Section 115 of the Internal Revenue Code. Donor is a body corporate and politic established and acting pursuant to the authority granted by IC 36-7-14. Donor is authorized to enter into this agreement by IC 36-7-14-12.2. Section 2. Recitals. Donor owns the real property (referred to as "Property"' in this Agreement) described in "EXHIBIT A" that is attached to and made a part of this Agreement. Donor desires to donate the Property to Donee for the purposes and uses hereinafter specified, and Donee desires to accept the Property, and any and all improvements located on the Property, subject and according to the teens and conditions of this Agreement. Section 3. Scope of Agreement. Donor agrees to convey the Property to Donee as a gift and for no consideration, and Donee agrees to accept the Property from Donor. Section 4. Use of Property. At the appropriate time, Donee intends to transfer the Property to College as a gift for use by College in conjunction with its plans for the growth and development of its main campus in South Bend, Indiana. College will use the Property to help carry out its mission to provide access to educational programs and training services for students, employees, and employers from the City of South Bend. St. Joseph County, and sun•ounding COII1111L11nt1eS. Section 5. Deed and Other Documents. Donor agrees to deliver a Warranty Deed to Donee at closing under «~hich the Property is transfen-ed to Donee. Donor and Donee agree to provide to each other or to the title insurance company that closes the transaction any other documents reasonably required to close the transaction provided for under this Agreement. Section 6. Taxes. Donor and Donee both acknowledge that the Property is currently exempt fi-om taxation pursuant to IC 36-7-14-37 and should continue to be so after the Property is transferred from Donor to Donee. Section 7. Conditions Precedent. Donee's duties and obligations under this Agreement are contingent upon the following conditions precedent: (1) Donee must be able to secure, at Donee's expense and from a title insurance company acceptable to Donee, a commitment for an ALTA Owner's Policy of Title Insurance in an amount acceptable to Donee under which the title insurance company agrees to insure marketable title subject only to such exceptions as are permitted by this Agreement. (2) Before June 30, 2010, acceptance of Donor's gift of the Property is recommended by the Audit and Administrative Policies Committee of the Foundation and approved by the President of the Foundation. Section 8. Time and Place of Closing. The closing of the transaction shall take place at a time and place mutually acceptable to Donor and Donee. The transaction shall be closed by the title insurance company that issues the commitment referred to in subdivision (1) of Section 7 of this Agreement. Donee shall pay the title inslu-ance company's fee for closing the transaction and all other closing related expenses. Section 9. Possession. (a) Except as otherwise provided in subsection (b), Donor shall deliver possession of the Property to Donee at closing free and clear of any rights of other persons to occupy or use the Property. (b) Donee understands that the Donor and Habitat for Humanity of St. Joseph County, Inc., the former owner of the Property and referred to as "Habitat" in this Agreement. have entered into that certain Purchase Agreement dated April 23, 2010 by which the Property was conveyed from Habitat to the Donor (referred to as the "Habitat Agreement" in this Agreement). set forth in it entirety as "EXHIBIT B" hereto. Pursuant to the Habitat Agreement, Habitat retained the right to occupy and use the building located on the Property until November 1, 2010. Donee acknowledges that it will honor the Habitat Agreement and permit Habitat to use and occupy the building until November 1, 2010 or until Habitat notifies Donee that Habitat has vacated the building. whichever is earlier. Donee, for itself and its assigns, waives the right of possession of the building from and after the date of closing to November 1, 2010. During the time period after the transaction between Donor and Donee is closed and before November 1, 2010, Habitat shall not be required to pay any rent for its use and occupancy of the building. However, Habitat ~~-ill be required to pay all expenses related to its continued use and occupancy of the building, including but not limited to utility fees, the cost of maintaining and repairing the interior of the building, and the cost keeping the interior of the building in a clean and sanitary condition. Section 10. Additional Terms. (a) All the terms and conditions of this Agreement are hereby made binding on the successors and permitted assigns of both parties hereto. 2 (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and venue for any action shall be St. Joseph County, Indiana. (c) This Agreement shall not be effective or binding until fully executed by the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original. (d) This Agreement will survive closing. (e) 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 shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (f) Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the actions contemplated by this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. (g) This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in this Agreement shall be construed against any signatory hereto. (h) Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Section 11. Authority. The undersigned persons executing and delivering this Agreement on behalf of each of the parties respectively represent and certify that they are duly authorized and are fully empowered to execute and deliver this Agreement and that all necessary action has been taken and done. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY. SIGNATURES FOLLOW ON THE NEXT PAGE.] 3 IN WITNESS WHEREOF, Donor and Donee have executed this Agreement as of the dates set forth below. DONOR CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Pri~7let ;1'~tme mu IiI ~~ Date: South Bend Redevelopment Commission ATTEST: s~;~,~„t~~~~ Prriilc~ A4m~~° cnu lit e Date: South Bend Redevelopment Commission DONEE Commuuit~~ Enterprises Properties, LLC through Iv~~ Tech Foundation, Inc. By: Thomas J. Snyder, President Date: Prepared by: Charles W. Harris Attorney at Law 1393 N. Franklin Road Greenwood, IN 46143-8686 (317) 862-6201 cwhlawCgmail.com Attorney Number 7484-49 4 EXHIBIT A Leal Description of Property PARCEL I: Lots Numbered One (1). Two (? 1 and Three (3) as shown on the recorded Plat of J.F. Kirby's nddition to the City of South Bend, the plat of which is recorded in the Office of the Recorder of St..ioseph County. Indiana_ in Plat book ?, page 56. together with the North one-half of the vacated alley lying South of and adjace~lt to said Grant of Lots. PARCEL II: Lot Numbered Four (4) as sho~~n on the recorded Plat of J.F. Kirby's Addition to the City of South Bend. recorded June 21. 1869 in Plat Book 2, page 56 in the Office of the Recorder of St. Joseph County, Indiana. together with the North-half of a vacated alley lying South and adjacent to said ]ot_ also together with the East-halt of a vacated alley lying West and adjacent to said lot. PARCEL III: Lot Numbered Five (5) as shown on the recorded Plat of Kirby's Addition to South Bend recorded .tune 21. 1869 in Plat Book 2. page 56 in the Office of die Recorder of St. Joseph County. Indiana. excepting dierefrrnn a lot or parcel of land Thirty-six (36) feet North and Soud~ off of and fi-om die entire South side. together with the West one-half of the vacated alley lying East and adjacent to said Lot. PARCEL IV: A lot or parcel of land 36 feet in width. North and South, taken off of and from the entire width of the South end of Lot Numbered Five (5) as shown on die recorded Plat of J.F. Kn-by's Addition to dle City of South Bend. recorded June ? 1, 1869 in Plat Book 2. page 56 in the Office of the Recorder of St. Joseph County. Indiana, together wide the North-half of a vacated alle~~ lying South and adjacent to said lot. also together ~yith the West-half of a vacated alley lying East and adjacent to said lot. PARCEL V: The West Half of Lot Numbered Six (6) as shown on the recorded Plat of,Tohn F. Kirbv's Addition to the City of South Bend. recorded Juue 21. 1869 in Plat Book ?. page 56 in dle Office of the Recorder of St. Joseph County. Indiana, together ~~~idl the North 1/2 vacated alley lying South and adjacent to said Lot. PARCEL VI: The East Half (1i2) of Lot Numbered Six (6) as shown on the recorded Plat of John F. Kirby's Addition recorded in Plat Book ?. page 56 in the Office of die Recorder of St. Joseph County. Indiana, together with the North one-half of the vacated alley Iving South adjacent to said Lot. PARCEL VII: The West Half of Lot Numbered Seven (7) as sho~~n on the recorded Plat of John F. Kirby's Addition to the City of South Bend. recorded June 21. 1869 in Plat Book 2. page 56 in die Office of dle Recorder of St_ .Joseph County. Indiana. together with the North 1 ? vacated alley lying South and adjacent to said Lot. PARCEL VIII: The East Half of Lot Numbered Seven (7) as sho~~~n on tie recorded Plat of John F. Kirby's Addition to the City_ of South Bend. recorded June 2l .1869 in Plat Book 2, page 56 in the Office of tie Recorder of St. ,ioseph County. Indiana. together ~e~ith the North 1 '2 vacated alley lying South and adjacent to said Lot. PARCEL IX: Lot Numbered Eight (R) as shown on the recorded Plat of J. F. Kirby's Addition to die City of South Bend recorded .tune 21. 1869 in Plat Book ?. page S6 in the Office of the Recorder of St. Joseph County. Indiana and the North 1 2 of the vacated alley lyin~~ South and adjacent. Common Address: 412 E. Sample Street, South Bend, Indiana 46610 Tax Key No. 018-7008-0300 Other Property Information The State Identification Number for the Property is 71-08-13-127-010.000-026. EXHIBIT B Copy of the Habitat A6reement