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HomeMy WebLinkAboutReal Property Transfer Agreement - 17 Lots Southeast Neighborhood – 466 Works Community Development Corp.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 466 Works Community Development Corporation, an Indiana non-profit corporation, with its registered address being 2043 South Bend Avenue, PMB 352, South Bend, IN 46637 (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 certain real property described in attached Exhibit A (the “Properties”), which it desires to transfer the in three (3) different groupings over the span of three (3) years. D.The Organization desires to acquire ownership of the Properties from the City to construct single-family housing, and desires to enter into an agreement for acquisition of the Properties. 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 Common Council of the City of South Bend, the Economic Development Commission of the City of South Bend, and the Redevelopment Commission of the City of South Bend are considering approving a certain Loan Agreement (“Loan Agreement”), which will provide funding towards the construction of housing units on the Properties. G.The City, acting by and through the Board of Public Works, has determined that conveying the Properties to the Organization under the terms of this Agreement is in the best interests of the residents of the City if the Loan Agreement is approved. 2 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 February 12, 2014, as amended on August 22, 2016 (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 November 3, 2014, attached hereto as Exhibit C. 2.Transfer of Properties. The City desires to convey the Properties to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Properties, and any and all improvements located on the Properties, subject to the terms and conditions of this Agreement. 3.Use of Properties. The Organization agrees to use the Properties 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. Specifically, the Organization desires to acquire ownership of the Properties to construct thirty (30) single-family homes, a portion of which shall be sold after completion to households earning One Hundred Twenty Percent (120%) or less of Area Median Income (the “Intended Use”). 4. Investigation. From and after the Effective Date, and upon the Organizationproviding City with evidence that the Organization has commercial general liability insurance reasonably acceptable to the City in the amount of at least One Million Dollars ($1,000,000.00) per occurrence, the Organization and its agents shall have the right, but no obligation, at its sole cost to: (a)enter upon the Properties to conduct the tests, inspections, studies,assessments and investigations contemplated under this Agreement from time to time (collectively, “Tests”); and (b)collect such Tests of the Properties and information with respect to the Properties, the Intended Use and/or this Agreement, all as the Organization may deem desirable, including, without limitation: (i)any environmental assessment, evaluation or study(including a “Phase I” environmental site assessment); and (ii)topographic, engineering, traffic, parking and other feasibility studies. Notwithstanding the foregoing, the Organization will not conduct any invasive Tests, including, without limitation, Phase II environmental assessments or soil borings, without City’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Organization shall conduct all Tests at a time and in a manner as to reasonably minimize interference with City’s operations on or about the Properties and any neighboring properties. The Organization shall 3 indemnify, defend and hold the City, its officials, members, employees, agents, contractors, lessees, licensees, invitees, successors and assigns harmless from any and all liabilities, claims, damages and expenses (including attorneys’ fees, court costs, and costs of investigation) arising out of or in connection with the Tests or the entry on to the Properties by the Organization or its agents. From and after the Effective Date, City agrees that City shall, at the request of the Organization and without cost to City, cooperate with the Organization in connection with any and all private and governmental approvals, rezoning, land subdivisions and other matters necessary for the Organization’s Intended Use. 5.Title Insurance; Survey. Upon request from by the Organization, and at theOrganization’s sole expense, the City shall deliver a written commitment by a title insurance company selected by the Organization (the “Title Company”) to issue to the Organization a current ALTA Form owner's policy of title insurance with respect to the Properties in an amount determined by the Organization (the “Title Commitment”). The Organization shall have the right to obtain, at its sole cost, a new or updated survey, in a form determined by the Organization (the “Survey”). The City's special warranty of title set forth in the deeds and the City's other representations and warranties, if any, with respect to the Properties shall be subject to all exceptions set forth elsewhere in this Agreement and all matters disclosed on the Title Commitment or Survey including, without limitation, all easements, covenants, conditions, restrictions, requirements, standard exceptions and special exceptions, except for monetary liens, which will be paid out of Closing. If the Title Commitment or Survey disclose any matters unacceptable to the Organization, in the Organization’s sole discretion, (the “Title Defects”), the Organization shall notify the City of such Title Defects no later than thirty (30) days before the Contingency Date (as later defined in Section 6). If the City fails to correct the Title Defects to the Organization's satisfaction in advance of the Contingency Date, the Organization may (a) terminate this Agreement upon written notice to the City, or (b) waive Organization's objection to such Title Defects and take title subject to the same. Any title exceptions contained on the Title Commitment and not objected to by the Organization in accordance with this Section 5, or a title exception that shall be objected to initially, but such objection thereto is later waived or acquiesced to by the Organization, shall be deemed a “Permitted Exception” hereunder. 6.Conditions Precedent to Closing; Contingencies. The City will convey title to the Properties to the Organization only in the event that the South Bend Common Council, Economic Development Commission of the City of South Bend, and Redevelopment Commission of the City of South Bend fully approve the Loan Agreement by December 31, 2024 (the “Contingency Date”). In the event that the Loan Agreement does not obtain all necessary approvals by the Contingency Date, then this Agreement shall terminate, and no transfer of the Properties shall occur. Furthermore, if at any time on or before the Contingency Date, the Organization determines, for any reason, in its sole discretion, that the Properties or the transaction described herein is unacceptable to the Organization, then the Organization shall have the right to terminate this Agreement by giving written notice of termination to the City at any time on or before the Contingency Date. Any failure by the Organization to give such notice shall constitute an election by the Organization to not so terminate, in which event the Organization's right to terminate this Agreement shall be deemed to have been waived. Following any termination of this Agreement, 4 the Parties shall be relieved of any further obligations or liabilities under this Agreement, except those obligations that expressly survive termination hereof. 7. Closing. Provided the Loan Agreement is approved and all conditions of closing hereunder have been satisfied or waived, the transfer of the Properties shall occur in three (3) different groupings over the span of three (3) years (each, a “Closing”). (a)Timing. Each Closing shall occur at the offices of the Title Company within the timeframes set forth below: (i)First Closing. The City will convey title to the first groupingof the Properties to the Organization by Special Warranty Deed in substantially the form attached hereto as Exhibit D, on or before December 31, 2025 (the “First 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. (ii)Second Closing. Provided the Organization has commenced work on the Properties transferred in the First Closing, as evidenced by the Organization’s receipt of required Building permits, the City will convey title to the second grouping of Properties to the Organization by Special Warranty Deed in substantially the form attached hereto as Exhibit E, on or before December 31, 2026 (the “Second Closing”). The Board of Public Works (the “Board”) hereby authorizes and instructs Elizabeth Maradik, President of the Board or her successor and Theresa Heffner, Clerk of the Board or her successor 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 or his successor of the City’s Department of Community Investment to do so. (iii)Third Closing. Provided the Organization has commenced workon the Properties transferred in the First Closing and Second Closing, as evidenced by the Organization’s receipt of required Building permits, the City will convey title to the third grouping of Properties to the Organization by Special Warranty Deed in substantially the form attached hereto as Exhibit F, on or before December 31, 2027 (the “Third Closing”). The Board of Public Works (the “Board”) hereby authorizes and instructs Elizabeth Maradik, President of the Board or her successor and Theresa Heffner, Clerk of the Board or her successor 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 or his successor of the City’s Department of Community Investment to do so. (b)The City shall deliver all of the following on or before each Closingdate: 5 (i)Special warranty deeds, in the forms attached hereto asExhibits D, E, and F, sufficient to convey and warrant to the Organization fee simple absolute title to the Properties, to extent such title is affected by City’s actions, subject only to the Permitted Exceptions (the "Special Warranty Deed"), which Special Warranty Deed will restrict the Organization’s use of the Properties to the Intended Use and other uses as allowed by this Agreement, and will prohibit the Organization from discriminating in the sale, lease, rental, use, occupancy, or enjoyment of the Properties or any improvements constructed on the Properties; (ii)Any required real estate sales disclosure;(iii)Exclusive occupancy of the Properties; and(iv)Such other documents as may be necessary or proper to comply with this Agreement or required (by the Title Company or otherwise) to carry out its terms. (c)The Organization shall deliver all of the following to the City, all of which shall be fully executed by the Organization, as appropriate: (i)Any required real estate sale disclosure; and(ii)Such other documents as may be necessary or proper tocomply with this Agreement or required to carry out its terms. 8.No Warranties. The Organization agrees to accept the Properties 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 Properties. 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 Properties. 9.Organization’s Post-Closing Development Obligations. Provided each Closing occurs, within twelve (12) months after the Closing Date, the Organization will commence construction and redevelopment of the Properties for the Intended Use. The Organization will expend an amount (including hard and soft costs) of not less than Seven Million Five Hundred Thousand ($7,500,000.00) for constructing income-based single-family housing across all the Properties and all other related improvements (collectively, the “Property Improvements”) to redevelop the Properties for the Intended Use. Promptly upon completing the Property Improvements, the Organization will submit to the City records proving the above required expenditures and will provide to the City copies of the certificate(s) of occupancy for the Properties Improvements. The Organization shall permit the City to perform reviews and monitor the progress of the construction of the Properties Improvements. The Parties expect all Properties Improvements to be completed by December 31, 2027 (the “Completion Date”). If all Property Improvements have not been substantially completed by the Completion Date, the Organization shall be in default under this Agreement, and the City shall have the option to exercise any of its rights under Section 13 of this Agreement. In anticipation of performing its obligations under this Section 9, the Organization shall also provide the designs, plans, and specifications for Property 6 Improvements consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same. Acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion (as later defined herein). The Organization covenants and agrees that neither the Organization nor any of the Organization’s successors or assigns will change its use of the Properties from the Intended Use of the Properties defined above without obtaining City’s prior consent to such change in writing. 10.Certificate of Completion. Promptly after the Organization completes the Property Improvements and proves the same to City’s reasonable satisfaction in accordance with the terms of Section 9 above, upon the Organization’s request, the City will issue to the Organization a certificate acknowledging such completion (the “Certificate of Completion”). 11.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 Properties 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 Properties, 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. 12.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. 13.Default. If either Party defaults under this Agreement, the non-defaulting Party shall have any and all remedies available to it under this Agreement and otherwise at law or in equity including, without limitation: (i) the right of specific performance; (ii) the right to terminate this Agreement at any time after such default by delivering written notice of termination to the defaulting Party; and/or (iii) the right to sue for damages, provided, however, that in no event shall the City be liable for more than One Thousand Dollars ($1,000.00) in damages. All such remedies of a non-defaulting Party shall be cumulative and not exclusive. If the Organization defaults under this Agreement and fails to complete the post-closing development obligations set forth in Section 9, the City shall have the right to re-enter and take possession of the Properties and to terminate and revest in the City the estate conveyed to the Organization at Closing and all of the Organization’s rights and interests in the Properties without offset or compensation for the value of any improvements made by the Organization. In the event City pursues legal action (including arbitration) to enforce or interpret this Agreement, the Organization shall pay City’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 8 by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 17.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. 18.Waiver. Neither the failure nor any delay on the part of a Party to exercise anyright, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver. 19.Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 20.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. 21.Time. Time is of the essence as to all terms and conditions of this Agreement. [Signature page follows.] IN WITNESS WHEREOF, the City and the Organization have signed this Real Property Transfer Agreement to be effective as of the Effective Date. 9 466 Works Community Development Corporation, an Indiana non-profit corporation By: s. 1v\f\'h l-v--(. � I �(.� \ .. ) \ Y) Printed: � 'Ml;�r t-L \�,)(,\"jiu· Title: V \ Ul ,, �{<; I c�v}_\- Date: '-. Jz;_,J k 2 4 By: ___________ _ Printed: ------------- Title: -------------- Date: --------------June 25, 2024 EXHIBIT A Description of Properties Key Number: 71-08-13-253-012.000-026 Local Parcel Number: 018-7014-0556 Legal Description: Lots 254 255 35 Ft N End Ea Wenger & Krieghbaums 3rd Commonly Known As: 1414 Fellows Street Key Number: 71-08-13-253-013.000-026 Local Parcel Number: 018-7014-0557 Legal Description: 38 Ft Mid Pt Lot 255 & 38 Ft Mid Pt Lot 254 Wenger & Krieghbaums 3rd Commonly Known As: 1418 Fellows Street Key Number: 71-08-13-253-014.000-026 Local Parcel Number: 018-7014-0558 Legal Description: S 80 Ft Lot 255 Wenger & Krieghbaums 3rd Commonly Known As: 501 Haney Avenue Key Number: 71-08-13-253-015.000-026 Local Parcel Number: 018-7014-0559 Legal Description: 80 Ft S End Lot 254 Wenger & Krieghbaum 3rd Commonly Known As: 505 Haney Avenue Key Number: 71-08-13-252-020.000-026 Local Parcel Number: 018-7015-0589 Legal Description: Lot 178 Wenger & Krieghbaums Replat Of Wengers 6th Commonly Known As: 615 E. Broadway Street Key Number: 71-08-13-252-036.000-026 Local Parcel Number: 018-7016-0643 Legal Description: 48' N End Lot 218 & 48 X 30 Ft Ne Pt Lot 219 & So Pt Vac Alley No & Adj Wenger & Krieghbaum Replat Of Wenger 6th Add Commonly Known As: 1313 High Street Key Number: 71-08-13-252-037.000-026 Local Parcel Number: 018-7016-0644 Legal Description: Ex 30 X 48 Ft Ne Pt Lot 219 Wenger & Krieghbaum Replat Of Wengers 6th Commonly Known As: Vacant Lot West of and Adjacent to 735 E. Broadway Street Key Number: 71-08-13-255-006.000-026 Local Parcel Number: 018-7016-0651 Legal Description: Lot 192 Wenger & Krieghbaum Replat Of Wenger 6th Commonly Known As: Vacant Lot West of and Adjacent to 718 E. Broadway Street Key Number: 71-08-13-256-008.000-026 Local Parcel Number: 018-7027-1074 Legal Description: Lot 91 Indiana Ave Add Commonly Known As: 522 Haney Avenue Key Number: 71-08-13-257-021.000-026 Local Parcel Number: 018-7030-1172 Legal Description: Lot 36 Indiana Ave Add Commonly Known As: 623 E. Indiana Avenue Key Number: 71-08-13-326-011.000-026 Local Parcel Number: 018-7031-1185 Legal Description: Lot 62 Bowmans Pl Addition Commonly Known As: 126 E. Indiana Avenue Key Number: 71-08-13-330-020.000-026 Local Parcel Number: 018-7042-1664 Legal Description: 28 Ft W Side Lot 12 & 5 Ft E Side Lot 11 Dubails 1st Add Commonly Known As: 209 E. Dayton Street Key Number: 71-08-13-334-023.000-026 Local Parcel Number: 018-7045-1752 Legal Description: Lot 86 Dubails 4th Add Commonly Known As: 317 Milton Street Key Number: 71-08-13-405-004.000-026 Local Parcel Number: 018-7046-1804 Legal Description: Lot 66 Studebakers 1st Add Commonly Known As: 610 E. Dubail Avenue Key Number: 71-08-13-405-005.000-026 Local Parcel Number: 018-7046-1805 Legal Description: Lot 67 H Studebaker 1st Add Commonly Known As: 614 E. Dubail Avenue Key Number: 71-08-13-403-008.000-026 Local Parcel Number: 018-7047-1819 Legal Description: Lot 25 H Studebakers 1st Commonly Known As: 722 E. Indiana Avenue Key Number: 71-08-13-405-019.000-026 Local Parcel Number: 018-7048-1846 Legal Description: Lot 93 Henry Studebakers 2nd Commonly Known As: 625 E. Dayton Street EXHIBIT B Articles of Incorporation of 466 Works Community Development Corporation [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Special Warranty Deed HOLD FOR: AUDITOR’S RECORD City of South Bend TRANSFER NO. 227 W. Jefferson Blvd., Ste. 1400S TAXING UNIT South Bend, IN 46601 DATE KEY NO. See Attached SPECIAL WARRANTY 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 466 Works Community Development Corporation, an Indiana non-profit corporation, with its registered address being 2043 South Bend Avenue, PMB 352, South Bend, IN 46637 (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 “Properties”): See Attached Exhibit 1 Grantor and Grantee covenant and agree that Grantor conveys the Properties to Grantee subject to the requirement that Grantee, and its successors and assigns, may use the Properties solely for (i) income-based, single family or multi-family housing, and market-rate single family or multi-family housing (ii) any other use consented to in writing by Grantor, and Grantee shall not discriminate in the lease, rental, use, occupancy, or enjoyment of the Properties or any improvements constructed on the Properties. This restriction will at all times be subject to any mortgages recorded against the Properties, and any foreclosure or deed in lieu of foreclosure with regard to any such mortgage shall automatically without further action terminate this restriction. Pursuant to Section 9 of the Real Estate Transfer Agreement, the Grantor conveys the Properties to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the conditions subsequent, or satisfactorily to prove such performance, in accordance with Section 13 of the Real Estate Transfer Agreement, then the Grantor shall have the right to re-enter and take possession of the Properties 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 Properties without offset or compensation for the value of any improvements to the Properties made by the Grantee. The recordation of a Certificate of Completion will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Grantor hereby conveys the Properties subject to all covenants, restrictions, and easements of record. The undersigned persons executing this Special Warranty Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Special Warranty Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. Exhibit 1 Key Number: 71-08-13-330-020.000-026 Local Parcel Number: 018-7042-1664 Legal Description: 28 Ft W Side Lot 12 & 5 Ft E Side Lot 11 Dubails 1st Add Commonly Known As: 209 E. Dayton Street Key Number: 71-08-13-405-004.000-026 Local Parcel Number: 018-7046-1804 Legal Description: Lot 66 Studebakers 1st Add Commonly Known As: 610 E. Dubail Avenue Key Number: 71-08-13-405-005.000-026 Local Parcel Number: 018-7046-1805 Legal Description: Lot 67 H Studebaker 1st Add Commonly Known As: 614 E. Dubail Avenue Key Number: 71-08-13-405-019.000-026 Local Parcel Number: 018-7048-1846 Legal Description: Lot 93 Henry Studebakers 2nd Commonly Known As: 625 E. Dayton Street EXHIBIT E Form of Special Warranty Deed HOLD FOR: AUDITOR’S RECORD City of South Bend TRANSFER NO. 227 W. Jefferson Blvd., Ste. 1400S TAXING UNIT South Bend, IN 46601 DATE KEY NO. See Attached SPECIAL WARRANTY 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 466 Works Community Development Corporation, an Indiana non-profit corporation, with its registered address being 2043 South Bend Avenue, PMB 352, South Bend, IN 46637 (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 “Properties”): See Attached Exhibit 1 Grantor and Grantee covenant and agree that Grantor conveys the Properties to Grantee subject to the requirement that Grantee, and its successors and assigns, may use the Properties solely for (i) income-based, single family or multi-family housing, and market-rate single family or multi-family housing (ii) any other use consented to in writing by Grantor, and Grantee shall not discriminate in the lease, rental, use, occupancy, or enjoyment of the Properties or any improvements constructed on the Properties. This restriction will at all times be subject to any mortgages recorded against the Properties, and any foreclosure or deed in lieu of foreclosure with regard to any such mortgage shall automatically without further action terminate this restriction. Pursuant to Section 9 of the Real Estate Transfer Agreement, the Grantor conveys the Properties to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the conditions subsequent, or satisfactorily to prove such performance, in accordance with Section 13 of the Real Estate Transfer Agreement, then the Grantor shall have the right to re-enter and take possession of the Properties 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 Properties without offset or compensation for the value of any improvements to the Properties made by the Grantee. The recordation of a Certificate of Completion will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Grantor hereby conveys the Properties subject to all covenants, restrictions, and easements of record. The undersigned persons executing this Special Warranty Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Special Warranty Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. Exhibit 1 Key Number: 71-08-13-253-012.000-026 Local Parcel Number: 018-7014-0556 Legal Description: Lots 254 255 35 Ft N End Ea Wenger & Krieghbaums 3rd Commonly Known As: 1414 Fellows Street Key Number: 71-08-13-253-013.000-026 Local Parcel Number: 018-7014-0557 Legal Description: 38 Ft Mid Pt Lot 255 & 38 Ft Mid Pt Lot 254 Wenger & Krieghbaums 3rd Commonly Known As: 1418 Fellows Street Key Number: 71-08-13-253-014.000-026 Local Parcel Number: 018-7014-0558 Legal Description: S 80 Ft Lot 255 Wenger & Krieghbaums 3rd Commonly Known As: 501 Haney Avenue Key Number: 71-08-13-253-015.000-026 Local Parcel Number: 018-7014-0559 Legal Description: 80 Ft S End Lot 254 Wenger & Krieghbaum 3rd Commonly Known As: 505 Haney Avenue Key Number: 71-08-13-256-008.000-026 Local Parcel Number: 018-7027-1074 Legal Description: Lot 91 Indiana Ave Add Commonly Known As: 522 Haney Avenue Key Number: 71-08-13-257-021.000-026 Local Parcel Number: 018-7030-1172 Legal Description: Lot 36 Indiana Ave Add Commonly Known As: 623 E. Indiana Avenue Key Number: 71-08-13-326-011.000-026 Local Parcel Number: 018-7031-1185 Legal Description: Lot 62 Bowmans Pl Addition Commonly Known As: 126 E. Indiana Avenue Key Number: 71-08-13-334-023.000-026 Local Parcel Number: 018-7045-1752 Legal Description: Lot 86 Dubails 4th Add Commonly Known As: 317 Milton Street Key Number: 71-08-13-403-008.000-026 Local Parcel Number: 018-7047-1819 Legal Description: Lot 25 H Studebakers 1st Commonly Known As: 722 E. Indiana Avenue EXHIBIT F Form of Special Warranty Deed HOLD FOR: AUDITOR’S RECORD City of South Bend TRANSFER NO. 227 W. Jefferson Blvd., Ste. 1400S TAXING UNIT South Bend, IN 46601 DATE KEY NO. See Attached SPECIAL WARRANTY 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 466 Works Community Development Corporation, an Indiana non-profit corporation, with its registered address being 2043 South Bend Avenue, PMB 352, South Bend, IN 46637 (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 “Properties”): See Attached Exhibit 1 Grantor and Grantee covenant and agree that Grantor conveys the Properties to Grantee subject to the requirement that Grantee, and its successors and assigns, may use the Properties solely for (i) income-based, single family or multi-family housing, and market-rate single family or multi-family housing (ii) any other use consented to in writing by Grantor, and Grantee shall not discriminate in the lease, rental, use, occupancy, or enjoyment of the Properties or any improvements constructed on the Properties. This restriction will at all times be subject to any mortgages recorded against the Properties, and any foreclosure or deed in lieu of foreclosure with regard to any such mortgage shall automatically without further action terminate this restriction. Pursuant to Section 9 of the Real Estate Transfer Agreement, the Grantor conveys the Properties to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the conditions subsequent, or satisfactorily to prove such performance, in accordance with Section 13 of the Real Estate Transfer Agreement, then the Grantor shall have the right to re-enter and take possession of the Properties 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 Properties without offset or compensation for the value of any improvements to the Properties made by the Grantee. The recordation of a Certificate of Completion will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Grantor hereby conveys the Properties subject to all covenants, restrictions, and easements of record. The undersigned persons executing this Special Warranty Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Special Warranty Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. EXHIBIT 1 Key Number: 71-08-13-252-020.000-026 Local Parcel Number: 018-7015-0589 Legal Description: Lot 178 Wenger & Krieghbaums Replat Of Wengers 6th Commonly Known As: 615 E. Broadway Street Key Number: 71-08-13-252-036.000-026 Local Parcel Number: 018-7016-0643 Legal Description: 48' N End Lot 218 & 48 X 30 Ft Ne Pt Lot 219 & So Pt Vac Alley No & Adj Wenger & Krieghbaum Replat Of Wenger 6th Add Commonly Known As: 1313 High Street Key Number: 71-08-13-252-037.000-026 Local Parcel Number: 018-7016-0644 Legal Description: Ex 30 X 48 Ft Ne Pt Lot 219 Wenger & Krieghbaum Replat Of Wengers 6th Commonly Known As: Vacant Lot West of and Adjacent to 735 E. Broadway Street Key Number: 71-08-13-255-006.000-026 Local Parcel Number: 018-7016-0651 Legal Description: Lot 192 Wenger & Krieghbaum Replat Of Wenger 6th Commonly Known As: Vacant Lot West of and Adjacent to 718 E. Broadway Street BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 6/14/2024 Name Joseph Molnar Department DCI BPW Date 06/25/2024 Phone Extension 6052 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Dept. Attorney Attorney Name Danielle Campbell Weiss 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: Transfer Agreement Ease./Encroach Required Information Company or Vendor Name 466 Works Community Development Corporation 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 17 lots to 466Works Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Request to transfer City properties in the Southeast Neighborhood to 466Works for development of affordable 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: