Loading...
HomeMy WebLinkAboutReal Property Transfer Agreement - Transfer 918 W. Oak St. – South Bend Heritage Foundation, Inc.  ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT JORDAN V. GATHERS 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 March 22, 2022 Mr. Marco Mariani South Bend Heritage Foundation, Inc. 803 Lincoln Way West South Bend, IN 46616 marcomariani@sbheritage.org RE: Real Property Transfer Agreement Dear Mr. Mariani: At its March 22, 2022 meeting, the Board of Public Works approved the above referenced agreement for the transfer of 918 W. Oak St. for Affordable Housing. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to lhensley@southbendin.gov. Please retain a copy for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh 1 REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of March 22, 2022 (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 the South Bend Heritage Foundation, Inc., an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the “Organization”) (each a “Party,” and together the “Parties”). RECITALS A. The City is a municipal corporation existing and operating pursuant to the laws of the State of Indiana. B. The Organization is an Indiana non-profit corporation organized exclusively to conduct, support, encourage, and assist such charitable, educational, and other programs and projects as are described both in Section 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. C. The City owns the certain real property described in attached Exhibit A (the “Property”). D. The Organization desires to acquire ownership of the Property from the City. E. Pursuant to I.C. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana non-profit corporation organized for educational, literary, scientific, religious, or charitable purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue Code is not subject to the disposition requirements of I.C. 36-1-11. F. The City, acting by and through the Board of Public Works, has determined that conveying the Property to the Organization 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 City and the Organization agree as follows: 1. Qualifications of Organization. The Organization represents and warrants that (a) it is a non-profit corporation organized under the laws of the State of Indiana; (b) the Organization's articles of incorporation dated July 11, 1974, as amended on September 25, 1978, June 20, 1983, December 27, 1990, and November 12, 1993 (the "Articles"), attached hereto as Exhibit B, have not been superseded or amended and currently remain in full force and effect; and (c) the 2 Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated October 22, 1979, attached hereto as Exhibit C. 2. Transfer of Property. 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 quit claim deed in substantially the form attached hereto as Exhibit D, on or before April 22, 2022 (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 Andrew Netter of the City’s Department of Community Investment to do so. 5. No Warranties. The Organization agrees to accept the Property in its condition on the Closing Date “as-is, where-is” and without any representations or warranties by the City concerning title to or the condition of the Property. The City offers no such representation or warranty as to title or condition, and nothing in this Agreement will be construed to constitute such a representation or warranty as to title or condition. The Organization may, at its sole cost and expense, obtain an owner’s policy of title insurance or a survey prior to the transfer of such Property. 6. Taxes. The Organization, and the Organization’s successors and assigns, will be liable for any and all real property taxes and assessments, 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 real property taxes and assessments associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes or assessments resulting in the City’s liability therefor. 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 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. 3 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 reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 9. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. Venue for any action concerning this Agreement will be in the courts of St. Joseph County, Indiana. 10. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 11. Authority; Counterparts. Each undersigned person signing and delivering this Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this Agreement in separate counterparts, which taken together will constitute one original document. An electronically transmitted copy of a signature will be regarded as an original signature. [Signature page follows.] 4 IN WITNESS WHEREOF, the City and the Organization have signed this Real Property Transfer Agreement to be effective as of the Effective Date. SOUTH BEND HERITAGE FOUNDATION, INC., an Indiana non-profit corporation By: Printed: Title: March 22, 2022 EXHIBIT A Description of Property Legal Description: Lot 5 35 Ft E Side Fuerbringers 1st Add Tax Key Number: 018-1029-1277 Parcel Number: 71-08-02-461-006.000-026 Address: 918 W. Oak St., South Bend, IN 46616 EXHIBIT B Articles of Incorporation of South Bend Heritage Foundation, Inc. [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Quit Claim Deed BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 03/15/2022 Name Andrew Netter Department DCI BPW Date 03/22/2022 Phone Extension 5931 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Clara McDaniels Dept. Attorney Attorney Name Sandra 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: Donation Agr. QCD Ease./Encroach Required Information Company or Vendor Name South Bend Heritage Foundation, Inc. New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Transfer of 918 W. Oak to SBHA Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Request to transfer 918 W. Oak St. to South Bend Heritage, Inc. for for development of afforbable housing. 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: