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Home My WebLink AboutReal Property Transfer Agreement - 421 Sherman Ave. – South Bend Heritage Foundation, Inc.1 REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of June 25 2024 (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 July 31, 2024 (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 Joseph Molnar 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. CITY OF SOUTH BEND BOARD OF PUBLIC WORKS ________________________________ Elizabeth Maradik, President ________________________________ Joseph Molnar, Vice President ________________________________ Gary Gilot, Member ________________________________ Murray Miller, Member ________________________________ Breana N. Micou, Member ATTEST: ________________________________ Theresa Heffner, Clerk SOUTH BEND HERITAGE FOUNDATION, INC., an Indiana non-profit corporation By: Printed: Title: June 25, 2024 EXHIBIT A Description of Property Legal Description: LOT 6 WITHERILLS SUB Tax Key Number: 018-1034-1489 Parcel Number: 71-08-02-379-035.000-026 Address: 421 Sherman Ave 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 1 AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. 018-1034-1489 QUIT CLAIM DEED 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 South Bend Heritage Foundation, Inc., an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (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”): Legal Description: LOT 6 WITHERILLS SUB Tax Key Number: 018-1034-1489 Parcel Number: 71-08-02-379-035.000-026 Address: 421 Sherman Ave Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record. 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. form No. 26 STATE OF INDIANA OFFICE OF 11-IE SECRETARY OF STATE SECRETARY OF STATE To Whom These Present.s Ccme, Greeting: CERTIFICATE OF INCORPORATION SOUTHOLD HERITAGE FOUNDATION UlC ' I, LARRY A. CONRAD. Secretary of State of the State of Indiana, hereby certify that Articles of Incorporation of the above not for profit Corporation, In the form prescribed by my office, prepared and signed in dup11cate by the incorporator(s) and acknowledged and verified by the same before a Notary Pub I ic, have been presented to me at my office accompanied by the fees prescribed by Jaw: that one copy of such Articles has been filed in my office: and that the remaining copy or copies of such Articles bearing the endorsement of my approval and filing has been returned by me to t�e incorporator or his representatives: all as prescribed by the Indiana Not-For-Profit Corporation Act of 1971. Wherefore, I hereby Issue to such Corporation this Certificate of Incorporation, and further certify that Its corporate exlstanco has begun, In Witnu.r Whereof, I haw hereunto &et my hand and aFd th, 11al of the Stale of Indiana, at ihl City of Indianapolis, thu ... --•··-······-···· .. ·········-l.l.th_ ..................................... day of ................. -.......... JUl:Y ···-····--·· ....... , ,q_.14. ••... • ....... • ' • • Secrelary of Slate, BY·--·············· .. ········· ................... -........................................... -..... . Deputy June 25, 2024 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date June 13, 2024 Department DCI Name Joseph Molnar Division/Bureau Planning BPW Date June 25, 2024 Phone Extension 6052 Required Prior to Submittal to Board Legal Attorney Name: Danielle Campbell Weiss Controller Purchasing Check the Appropriate Item Type – Required for All Submissions Agreement Amendment Contract Proposal Addendum Professional Services Resolution Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Change Order No. C/O & PCA No. PCA Ease/Encroach. Traffic Control: Other: Required Information Company or Vendor Name South Bend Heritage Foundation, Inc. New Vendor Yes No If Yes, Approved by Purchasing MBE/WBE Contractor MBE WBE MBE/WBE Contractor Requested No Yes Name of Company Project Name Transfer of Real Property 421 Sherman Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description The City is transferring ownership of 421 Sherman St. to the non-profit South Bend Heritage Foundation for new construction low-mod income housing through use of HOME funds. Required Contractor’s Certification Forms Attached (Non-Collusion, Non-Discrimination, Non-Debarment, E-Verify, Iran, etc.) Required For Change Orders Only Amount of Increase Decrease $ $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Dispersal After Approval Copy Original Andrew Netter