Loading...
HomeMy WebLinkAboutProperty Transfer Agreement - 1340 SB Ave. – LaSalle Council, Boy Scouts of America, Inc.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 August 22, 2023 Mr. John M. Cary LaSalle Council, Boy Scouts of America, Inc. No. 165 1340 South Bend, Ave. South Bend, IN 46617 j ohn. carykscouting. org RE: Real Property Transfer Agreement Dear Mr. Cary: At its August 22, 2023 meeting, the Board of Public Works approved the above referenced agreement for the transfer of property at 1340 South Bend Ave. for expansion of services. Enclosed please find a copy of the agreement 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 ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT ALEXANDRA DOLZ-LANE MURRAY L. MILLER REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of January 24, 2023 (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 LaSalle Council„ Boy Scouts of America, Inc. No. 165, an Indiana non- profit corporation, with its registered address being 1340 South Bend Avenue, South Bend, IN 46617 (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 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 for future program deliveries for youth. E. The Organization has been advised by the City of certain environmental restrictions imposed on Fredrickson Park which is immediately adjacent to the Property. F. 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. G. 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 May 22, 2003 (the "Articles"), attached hereto as Exhibit B, have not been superseded or further amended and currently remain in full force and effect; and (c) the Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated January 24, 2022, 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. Further, the Organization shall comply with all requirements of the City, and IDEM/USEPA as appropriate, prior to engaging in any future construction projects on the Property. 4. Parking Lot Use. The Organization agrees to reserve fifteen (15) parking spaces (the "Parking Spaces") on the Property in perpetuity for the general public's use of Fredrickson Park. The lots will be chosen by staff of the City. These Parking Spaces must be accessible from public right-of-way. The Organization may use those Parking Spaces for the Organization's own use during any time during a University of Notre Dame Stadium event is occurring. 5. Hold Harmless. The Organization agrees that, to the extent the Property is impacted by environmental contamination, it will hold the City, its officers, agents and employees, harmless from any costs and liabilities incurred by the Organization for any such contamination and agrees it will not seek any costs or damages from the City for any such contamination. 6. Right of First Refusal. In the event that the Organization should decide to sell, transfer, or otherwise dispose of the Property in the future, the Organization agrees that the City shall have the Right of First Refusal ("ROFR") to purchase the Property. In such event, the Organization shall first offer said Property to the City at the same price and on such other terms and conditions as Organization will later offer on the open market. The Organization shall notify the City of its decision to sell, transfer, or otherwise dispose of the property and of its price and other terms and conditions of sale by certified mail addressed to the City at: 227 West Jefferson Blvd. South Bend IN 46601 Suite 1400 S. Department of Community Investment The City shall have sixty (60) days from the date of its receipt of the offer to sell to reply to said offer. If the City declines the offer or does not reply within the said 60-day period, the Organization may then offer the property for sale on the open market. 7. 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 February 28, 2023 (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 2 City's expense, and the Board authorizes and instructs Joseph Molnar of the City's Department of Community Investment to do so. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 14. 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.] 3 IN WITNESS WHEREOF, the City and the Organization have signed this Real Property Transfer Agreement to be effective as of the Effective Date. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS LASALLE COUNCIL, BOY SCOUTS OF AMERICA, INC. NO. 165 C Printed: Elizabeth A. Maradik, President Title: Date: Joseph R. Molnar, Vice President QA P" � A-�Zt Gary A. Gilot, Member Alexandra Dolz-Lane, Member Murray L. Miller, Member ATTEST: Theresa M. Heffner, Clerk Date: August 22, 2023 EXHIBIT A Description of Property Tax Key Number: 018-5102-358902 Parcel Number: 71-09-06-176-044.000-026 Legal Description: Lot 2 Lasalle Council BSA Minor Sub Ex pt sold for street split #6835 EXHIBIT B Articles of Incorporation of LaSalle Council, Inc, Boy Scouts of America [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Quit Claim Deed HOLD FOR: City of South Bend 227 W. Jefferson Blvd., Ste. 1400S South Bend, IN 46601 QUIT CLAIM DEED AUDITOR'S RECORD TRANSFER NO. 1 FENIX 101[618MM DATE KEY NO. 018-5102-358902 THIS INDENTURE WITNESSETH THAT the City of South Bend, Indiana, by and through its Board of Public Works (the "Grantor" or the "City") CONVEYS AND QUIT CLAIMS TO LaSalle Council, Inc, Boy Scouts of America, an Indiana non-profit corporation, with its registered address being 1340 South Bend Avenue, South Bend, IN 46617 (the "Grantee") for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the following real estate in St. Joseph County, Indiana (the "Property"): Tax ID: 018-5102-358902 Parcel Number: 71-09-06-176-044.000-026 Legal Description: Lot 2 Lasalle Council BSA Minor Sub Ex pt sold for street split #6835 Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record, and subject to a Right of First Refusal as set forth in the Real Property Transfer Agreement dated August 22, 2023 by and between the Grantor and Grantee. The undersigned persons executing this Quit Claim Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Quit Claim Deed and that all action necessary to complete this conveyance on Grantor's behalf has been duly taken. Dated this Xt' day of AI , 2023. GRANTOR: City of South Bend, Indiana, by and through its Board of Public Works By: L EI'izahel Maradik, President ATTEST: By: t Theresa Helfh6r, Clerk STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Be )re me, the undersigned, a Notary Public for and in said County and State this 90?Md-day of 2023, personally appeared Elizabeth Maradik and Theresa Heffner, to me known to be the esident and Clerk, respectively, of the City of South Bend, Indiana, Board of Public Works, the Grantor, and acknowledged execution of the foregoing Quit Claim Deed as authorized by the Real Property Transfer Agreement, dated August 8, 2023 I e e ►iEN;�� reunto sub ribed my name and affixed my official seal. Notary Public - seal (SEAL) St Joseph County -State of Indiana�- Commission Number NP0732150 My Commission Expires Mar 3, 2029 btgkHYm `J Y Notary Public esident of �o�,r . County. :TN Commission expires: MrArckq 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. Danielle Campbell Weiss. Prepared by Danielle Campbell Weiss, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 2 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 8/15/2023 Name Joseph Molnar Department DCI BPW Date 08/22/23 Phone Extension 6052 Review and Approval Required Prior to Submittal to Board Diversity Compliance ❑ Officer Name and Inclusion Officer BPW Attorney ❑ Attorney Name Michael Schmidt Dept. Attorney ® Attorney Name Purchasing ❑ Danielle Campbell Weiss 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 N Other: Transfer Agreement n Ease./Encroach Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Information LaSalle Council, Boy Scouts of America ❑ Yes ❑ If Yes, Approved by Purchasing ❑ No ❑❑ WBE Completed E-Verify Form Attached ❑❑ Neos Transfer of property to LaSalle Council, Boy Scouts of America Purpose/Description Request to transfer City property off at 1340 South Bend Ave. to LaSalle Council, Boy Scouts of America for expansion of the services offered by the Boy Scouts at their South Bend location near Fredrickson Park. For Change Orders Only Amount of ❑ Increase $ ❑ Decrease ($ ) Previous Amount $ Increase Current Percent of Change: Decrease New Amount $ Increase Total Percent of Change: Decrease Time Extension Amount: New Completion Date: