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HomeMy WebLinkAboutReal Estate Donation Agreement - Donating Property for the Southeast Neighborhood – United Way of St. Joseph County, Inc.  ELIZABETH A. MARADIK GARY A. GILOT JORDAN V. GATHERS JOSEPH R. MOLNAR MURRAY L. MILLER 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS April 13, 2021 Ms. Laura Jensen United Way of St. Joseph County, Inc. 3517 E. Jefferson Blvd. South Bend, In 46615 LJensen@uwsjc.org RE: Real Estate Donation Agreement Dear Ms. Jensen: At its April 13, 2021 meeting, the Board of Public Works approved the above referenced agreement regarding the donation of City Property for the Southeast Neighborhood Community Center. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235-9251. Sincerely, /s/ Anne Fuchs Anne Fuchs, Clerk Enclosures AF/lh 1 REAL ESTATE DONATION AGREEMENT By and Between City of South Bend, Indiana Board of Public Works and United Way of St. Joseph County, Inc. April _____, 2021 Section 1. Parties. This Real Estate Donation Agreement (“Agreement”) is entered into this ____ day of April 2021, by and between the City of South Bend, Indiana, by and through its Board of Public Works (the "Donor") and United Way of St. Joseph County, Inc., an Indiana non- profit corporation (the “Donee”). Donor exists pursuant to Indiana Code Section 36-4-9-5 and holds real property owned by the City of South Bend, Indiana (the “City”) pursuant to Indiana Code Section 36-9-6-3, and may dispose of such real property in accordance with Indiana Code Chapter 36-1-11. Donee is an Indiana non-profit corporation organized for religious, charitable, scientific, literary, and educational purposes and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. Section 2. Property. Donor owns a parcel of real property located in the City and described in Exhibit A attached to and made a part of this Agreement (the "Property"). Section 3. Donation. Donor agrees to convey the Property to Donee pursuant to Indiana Code Section 36-1-11-1(b)(7) as a gift and for no consideration, and Donee agrees to accept the Property from Donor for the purposes and uses hereinafter specified, subject and according to the terms and conditions of this Agreement. Section 4. Time and Place of Closing; Costs. The closing of the transaction contemplated in this Agreement shall take place at a time and place mutually acceptable to Donor and Donee (“Closing”). Donee will pay all closing costs associated with the donation contemplated in this Agreement, including, without limitation, any title company service fees, costs of obtaining title insurance, and all document recording fees. Section 5. Deed and Other Documents. At Closing, Donor agrees to deliver a Special Warranty Deed (the “Deed”) conveying the Property to Donee and substantially in the form of the deed attached hereto as Exhibit B. Donor and Donee agree to any other documents reasonably required to close the transaction. Section 6. Possession. 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. Section 7. Use of Property; Conditions Subsequent; Remedies. (a) Donee will use the Property for the development of a community center in accordance with the City's Southeast Neighborhood Master Plan. 13th. 13th. 2 (b) Donor’s conveyance of the Property to Donee is subject to the condition that, within five (5) years after the Closing, the Property has been developed into a community center. Donee shall consult with the City Planner or his designee with regard to the design and siting of the community center on the Property. (c) Upon satisfactory compliance with the requirements described in Section 7(b), as determined in Donor’s sole discretion, Donor will issue to Donee a statement certifying that Donor’s obligations under Section 7(b) have been satisfied (the “Certificate of Completion”). The Certificate of Completion will be in a form that may be recorded in the Office of the Recorder of St. Joseph County, Indiana. (d) If Donee violates any condition or covenant stated in this Agreement, then, in addition to exercising any and all of its rights and remedies at law or in equity, Donor may, at its option, re-enter and take possession of the Property and terminate and revest in itself the estate conveyed by the Deed. Donee hereby agrees to relinquish the Property promptly and in accordance with Donor’s written instructions. Section 8. Property Maintenance. At all times after Closing, Donee will exercise its best efforts to maintain the Property in good and orderly condition, including, without limitation, the regular cutting of grass and the removal of snow and ice. Section 9. Non-Discrimination. The Donee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Section 10. Equal Opportunity; Inclusive Procurement and Contracting. Donee shall comply with applicable federal, state, and local laws in its hiring and employment practices and policies for any activity covered by this Agreement. Additionally, Donee shall make a good faith effort to comply with the City's Inclusive Procurement and Contracting Ordinance No. 10693-19, particularly (a) in determining whether all or portions of the project work (the "Work") may be performed by Minority- or Women-Owned Business Enterprises ("MWBEs"), (b) in contracting, to the maximum extent possible, with MWBEs for the Work, and (c) in reporting to the City promptly upon the request of the Executive Director of the Department of Community Investment, or his designee, until the conclusion of the Agreement (i) regarding the Organization's good faith efforts in seeking out MWBEs for participation hereunder, (ii) identifying portions of the Work performed by MWBEs, and (iii) detailing payment dates and amounts made to MWBEs for the Work. Section 11. 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. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and any legal proceeding related to a dispute arising under this Agreement shall be commenced in the courts of 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. 3 (d) The terms and conditions stated in Sections 7 through 11 of 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) No waiver by either party of any provision shall be deemed a waiver of any other provision or of any subsequent breach by either party of the same or any other provision. (i) No person other than Donor and Donee, and their permitted successors and assigns, shall have any right of action under this Agreement. (j) This Agreement contains the entire agreement between the parties concerning the donation and transfer of the Property and supersedes all prior written or oral agreements between the parties to this Agreement. No addition to or modification of any term or provision shall be effective unless in writing, signed by both Donor and Donee. (k) The captions and Section numbers of this Agreement are for convenience and in no way define or limit the scope or intent of the Sections of this Agreement. (l) This Agreement may be executed in counterparts and may be executed electronically. All counterparts shall collectively constitute a single instrument. Section 12. Notices. Any notices or other communication required or permitted under this Agreement shall be in writing, and shall be (a) personally delivered, or (b) sent by certified or registered United States mail, postage prepaid, return receipt requested, or (c) by overnight delivery by a reputable courier to the address of the party set forth in this Section. Such notice or communication shall be deemed given (i) if sent by personal delivery or by overnight courier, when delivered in person, or (ii) in the case of mailed notice, forty-eight (48) hours following deposit in the United States mail. Notice of change of address shall be given by written notice in the manner detailed in this Section. If to the Donor: City of South Bend, Indiana Board of Public Works Suite 1316 County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn. Clerk With a copy to: City of South Bend, Department of Law Suite 1200S County-City Building 227 W. Jefferson Blvd. 4 South Bend, IN 46601 Attn. Corporation Counsel If to the Donee: United Way of St. Joseph County, Inc. 3517 E. Jefferson Boulevard South Bend, IN 46615 Attn. Chief Executive Officer Section 13. 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.] 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below. DONOR DONEE CITY OF SOUTH BEND, INDIANA UNITED WAY OF ST. JOSEPH BOARD OF PUBLIC WORKS COUNTY, INC. By: Elizabeth Maradik, President Laura Jensen, Chief Executive Officer Date:4/6/2021 Jordan Gathers, Member Gary Gilot, Member Joseph Molnar, Member ATTEST: Anne Fuchs, Clerk Date: EXHIBIT A Description of Property Parcel 1: W 1/2 of Lot 93 of the Bowman Place Addition, commonly known as 405 Dubail Avenue, South Bend, IN 46613. Parcel ID: 018-7033-1281 Parcel 2: E 1/2 of Lot 93 of the Bowman Place Addition. Parcel ID: 018-7033-1282 EXHIBIT B Special Warranty Deed AUDITOR’S RECORD TRANSFER NO.__________ TAXING UNIT___________ DATE __________________ KEY NOS. 018-7033-1281 018-7033-1282 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH, that the Civil City of South Bend, Indiana, acting by and through its Board of Public Works 1316 County-City Building, 227 W. Jefferson Boulevard, South Bend, Indiana (the “Grantor”) CONVEYS AND SPECIALLY WARRANTS to United Way of St. Joseph County, Inc., an Indiana nonprofit corporation with its registered office at 3517 E. Jefferson Boulevard, South Bend, Indiana 46615 (the “Grantee”), for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County, Indiana (the “Property”): Parcel 1: W 1/2 of Lot 93 of the Bowman Place Addition, commonly known as 405 Dubail Avenue, South Bend, IN 46613. Parcel ID: 018-7033-1281 Parcel 2: E 1/2 of Lot 93 of the Bowman Place Addition. Parcel ID: 018-7033-1282 The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to real property taxes and assessments; subject to all easements, covenants, conditions, restrictions, and other matters of record; subject to rights of way for roads and such matters as would be disclosed by an accurate survey and inspection of the Property; and subject to all applicable building codes and zoning ordinances. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Pursuant to Section 7 of the Real Estate Donation Agreement (the "Agreement"), the Grantor conveys the Property to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the improvements as described in the Agreement, or satisfactorily to prove such performance, in accordance with Section 7 of the Agreement, then the Grantor shall have the right to re- enter and take possession of the Property and to terminate and revest in the Grantor the estate conveyed to the Grantee by this deed and all of the Grantee’s rights and interests in the Property without offset or compensation for the value of any improvements to the Property made by the Grantee. The recordation of a Certificate of Completion in accordance with Section 7(c) of the Agreement will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that s/he is a duly authorized representative of the Grantor and has been fully empowered, by proper action of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate capacity to convey the real estate described herein, and that all necessary action for the making of such conveyance has been taken and done. Signature Page Follows GRANTOR: CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS ______________________________ Elizabeth Maradik, President ATTEST: ______________________________ Anne Fuchs, Clerk STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared Elizabeth Maradik and Anne Fuchs, known to me to be the President and Clerk, respectively, of the City of South Bend, Indiana Board of Public Works and acknowledged the execution of the foregoing Special Warranty Deed being so authorized by the Real Estate Donation Agreement dated April ____, 2021. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the _____ day of ______________, 2021. ____________________________________ _________________________, Notary Public Residing in ______________ County, Indiana Commission Expires: ___________________ 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. Sandra L. Kennedy. This instrument was prepared by Sandra L. Kennedy, Assistant City Attorney, City of South Bend Department of Law, 1200S County-City Building, 227 W Jefferson Blvd., South Bend, Indiana 46601. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date April 6, 2021 Name Sandra Kennedy/Brian Donoghue Department Legal/DCI BPW Date April 13, 2021 Phone Extension 9241 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name McDaniels Dept. Attorney Attorney Name Kennedy Purchasing Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Ease./Encroach Required Information Company or Vendor Name United Way of St. Joseph County, Inc. New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Southeast Neighborhood Center (United Way) Project Number 119-093 Funding Source Account No. Amount Terms of Contract Purpose/Description Donation Agreement donating property transferred from RDC per Resolution No. 04-2021 on February 23, 2021 to United Way of St. Joseph County, Inc. for Community Center ____________________________________________________ For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: