HomeMy Public PortalAbout003-2015 - Pass through for real estate transferBOARD OF PUBLIC WORKS & SAFETY
CITY OF RICHMOND, INDIANA
RESOLUTION NO. 3-2015
A RESOLUTION TO TRANSFER REAL ESTATE LOCATED IN RICHMOND, INDIANA
TO RICHMOND NEIGHBORHOOD RESTORATION INC.
WHEREAS, The City of Richmond, Indiana, has been approached by Richmond Neighborhood
Restoration Inc., a non - profit domestic corporation registered with the Indiana
Secretary of State, in connection with the possible donation of certain property
located at 36 South 19th Street, Richmond, Indiana as well as the sum of Three
Thousand Dollars and Zero Cents ($3,000.00) as a cash contribution at closing of said
real property; and
WHEREAS, The real property is currently owned by Wells Fargo Bank, N.A., and may be
transferred by the Richmond Board of Public Works and Safety in accordance with
Indiana Code (IC) 36- 1- 11- 1(b)(21); and
WHEREAS, A pass through donation ordinance has been or will be submitted to the Richmond
Common Council in order that the donations may be approved for acceptance by the
City and in order that the real property and cash contribution at closing may
eventually be transferred to Richmond Neighborhood Restoration Inc.; and
WHEREAS, Wells Fargo Bank, N.A., has submitted the attached proposed Donation Agreement
(Exhibit A) containing certain "as is, where is" and "with all faults" provisions in
order that the property can be donated by said Bank without making any
representations or warranties regarding the subject real property; and
WHEREAS, The City would require the same protection from Richmond Neighborhood
Restoration Inc. and would require it to sign a similar "mirror" donation agreement
with the City in order that the City can donate the property without making any
representations or warranties regarding said real property, which proposed mirror
donation agreement is attached (Exhibit B); and
WHEREAS, Contingent upon the approval of the cash and real property donation by the
Richmond Common Council, it is in the best interest of the City of Richmond,
Indiana, that the attached agreements be approved by the Board of Works and signed
by the Director of the Department of Metropolitan Development in order to effectuate
the transfer, donation, and pass through of said real property and cash contribution to
Richmond Neighborhood Restoration Inc.; and
WHEREAS, It is in the best interest of the City of Richmond, Indiana, that the Board of Works
authorize the Director of the Department of Metropolitan Development to execute
any other documents (deeds, sales disclosures, etc.) that are prepared or reviewed by
the Richmond Law Department as necessary to transfer said pass- through property.
NOW, THEREFORE, BE IT RESOLVED by the City of Richmond Board of Public Works and
Safety that, contingent upon the approval of the donation of the above - described real property and
cash contribution by the Richmond Common Council, the Department of Metropolitan Development
is authorized to enter into the attached mirror donation agreements on behalf of the Board using the
substantial formats as attached and Tony Foster, Director of the Department of Metropolitan
Development, shall be authorized to execute any and all documents associated with said transfers.
Passed and adopted this 4-day of fC46 2015, by the Board of Public Works & Safety
Vicki Robinson, President
Richard oore, Member
Anthony L. Foster, II, Member
APPROVED:
Sarah L. Hutton, Mayor
Date: d`" 17
i
EXHIBIT KPAG
DONATION AGREEMENT
This is a Donation Agreement (the "Donation Agreement ") for certain real property located at 36
S 19th Street RICHMOND, IN 47374 ( "Property"), dated and effective as of this 22ND day of
JANUARY, 2015, between Wells Fargo Bank, N.A., a national banking association ( "Donor ")
and THE CITY OF RICHMOND, INDIANA, a MUNICIPAL CORPORATION ( "Donee ").
RECITALS
This Donation Agreement is made and entered into on the basis of the following facts and
understandings of the parties hereto:
A. Donor acquired the Property identified on Exhibit A through the foreclosure process.
B. Donor did not originally construct any of the improvements forming part of the Property.
Donor has not occupied the Property for its own use.
C. Due to Donor's lack of familiarity with the Property, Donor is unwilling to make any
representations or warranties whatsoever regarding the Property and Donor is only willing to
grant Donee the Property on an "as is, where is" and "with all faults" basis.
D. Donee has been given a full and complete opportunity to conduct its own investigation as to
any matter, fact or issue that might influence Donee's decision to accept the Property from
Donor. Accordingly, Donee is willing to accept the Property from Donor without any
representations or warranties whatsoever regarding the Property and on an "as is, where is"
and "with all faults" basis.
AGREEMENT
1. DONATION.
1.1 Closing Costs. Donor shall pay all costs associated with the transfer of the
Property, including but not limited to attorney's fees, agents fees and recording
costs ( "Closing Costs ").
1.2 Transfer. Donor agrees to donate the Property to Donee and Donee agrees to
accept the Property from Donor on the terms and conditions set forth herein. In
consideration of Donor's transfer of the Property to Donee, Donee shall perform all
of Donee's obligations hereunder including but not limited to the release set forth in
Section 2.2 of this Donation Agreement.
1.3 Title. Title shall be transferred on the Closing Date via a quit claim deed or its
equivalent.
EXHI6IT - GE 0 1
1.4 Further Assurances. Donee and Donor agree to execute all instruments and
documents and to take all actions reasonably necessary and appropriate to
consummate the transfer and donation of the Property and shall use their best efforts
to close in a timely manner.
2. ACKNOWLEDGMENTS, AND RELEASE.
2.1 DONEE'S ACKNOWLEDGMENTS. DONEE ACKNOWLEDGES THAT
DONEE IS ACCEPTING THE PROPERTY SOLELY IN RELIANCE ON
DONEE'S OWN INVESTIGATION, AND THE PROPERTY IS IN "AS IS,
WHERE IS" CONDITION WITH ALL FAULTS AND DEFECTS, LATENT
OR OTHERWISE. DONEE EXPRESSLY ACKNOWLEDGES THAT, IN
CONSIDERATION OF THE AGREEMENT OF DONOR HEREIN, AND
EXCEPT AS OTHERWISE SPECIFIED HEREIN, DONOR MAKES AND
HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTY AS TO CONDITION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER
RELATED THERETO, OR (WITHOUT LIMITATION) TO ANY OF THE
FOLLOWING MATTERS:
(a) Soils, Etc. Soils, seismic, hydrological, geological and topographical
conditions and configurations.
(b) Artifacts. Archeological, prehistoric and historic artifacts, remains and relics.
(c) Endangered Species. Endangered plant, animal and insect species.
(d) Hazardous Materials. Hazardous Materials and other environmental
conditions, including without limitation, lead -based paint, asbestos and mold.
(e) Physical Defects. Physical and mechanical defects in or on any Property,
including without limitation, the plumbing, heating, air conditioning and
electrical systems and the roof, floor, ceilings, walls and other internal
structural components of any buildings or improvements.
(f) Land and Floor Area. The area of the land and the square footage contained
in any buildings or improvements.
(g) Utilities, Schools, Etc. Availability of adequate utilities, water, schools,
public access, and fire and police protection.
(h) Assessment Districts. The status and nature of any assessment districts and
the amount of any assessment liability.
2
C
EXHIBIT PAGE OF
(i) Planning and Zoning. Present, past or future conformity of any Property with
planning, building, zoning, subdivision and development statutes, ordinances,
regulations and permits, the general plan and the specific plan.
(j) Development Fees. The character and amount of any fee, charge or other
consideration which must be paid by Donee to develop any Property.
(k) Title. The condition of title to any Property, including but not limited to the
existence of any easement, license or encroachment whether or not a matter
of public record, and whether or not visible upon inspection of such Property.
(1) Taxes. The status of any general or special real property taxes or assessments
or personal property taxes or any other taxes and assessments applicable to
the Property.
(m) Owner's Association. The financial condition of any owner's association,
including, without limitation, the adequacy of any reserves held by any
owner's association.
(n) Other Matters. Any other matter relating to any Property or to the
development or operation of any Property, including, but not limited to,
value, feasibility, cost, governmental permissions or entitlements,
marketability and investment return.
2.2 RELEASE.
(a) RELEASE. DONEE FULLY RELEASES AND DISCHARGES DONOR
FROM AND RELINQUISHES ALL RIGHTS, CLAIMS AND
ACTIONS THAT DONEE MAY HAVE OR ACQUIRE AGAINST
DONOR WHICH ARISE OUT OF OR ARE IN ANY WAY
CONNECTED WITH THE CONDITION OF THE PROPERTY,
INCLUDING WITHOUT LIMITATION (A) ANY MATTER SET
FORTH IN SECTION 2.1 ABOVE, (B) THE PRESENCE OF
HAZARDOUS MATERIALS ON, UNDER OR ABOUT ANY
PROPERTY (INCLUDING BUT NOT LIMITED TO ANY
UNDISCOVERED HAZARDOUS MATERIALS LOCATED BENEATH
THE SURFACE OF THE PROPERTY) AND (C) VIOLATIONS OF
ANY HAZARDOUS MATERIALS LAWS PERTAINING TO THE
PROPERTY OR THE ACTIVITIES THEREON. THIS RELEASE
APPLIES TO ALL DESCRIBED RIGHTS, CLAIMS AND ACTIONS,
WHETHER KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, PRESENT OR FUTURE.
3
EXHIBIT PAGE OF q
(b) MEANING. FOR PURPOSES OF THIS SECTION 2.2, ALL
REFERENCES TO "DONOR" SHALL INCLUDE: (A) DONOR'S
PARENT, SUBSIDIARY AND AFFILIATE CORPORATIONS,
(B) DONOR'S DIRECTORS, OFFICERS, SHAREHOLDERS,
EMPLOYEES AND AGENTS, AND (C) THE HEIRS, SUCCESSORS,
PERSONAL REPRESENTATIVES AND ASSIGNS OF DONOR'S
DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND
AGENTS.
(c) EFFECTIVENESS. THE PROVISIONS OF THIS SECTION 2 SHALL
BE EFFECTIVE AS OF THE CLOSING DATE AND SHALL
SURVIVE THE CLOSING DATE OR TERMINATION OF THIS
DONATION AGREEMENT.
3. CLOSING DATE. IF THE CLOSING DATE DOES NOT TIMELY OCCUR DUE
TO THE DEFAULT OF DONEE, (A) DONEE SHALL HAVE NO FURTHER
RIGHT TO RECEIVE THE PROPERTY AND (B) DONOR SHALL BE FREE TO
DISPOSE OF THE PROPERTY IN ANY WAY IT SEES FIT.
4. GENERAL PROVISIONS
4.1 Successors and Assigns. This Donation Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties. Notwithstanding
the foregoing, Donee may not transfer, assign or encumber Donee's rights under
this Donation Agreement without Donor's prior written approval.
4.2 Entire Agreement. This Donation Agreement contains the entire agreement
between the parties concerning the Donation and sale of the property, and
supersedes all prior written or oral agreements between the parties to this Donation
Agreement. No addition to or modification of any term or provision shall be
effective unless in writing, signed by both Donor and Donee.
4.3 Time of Essence. Donor and Donee hereby acknowledge and agree that time is
strictly of the essence with respect to each term and condition of this Donation
Agreement and that the failure to timely perform any of the terms and conditions
by either party shall constitute a breach and default under this Donation Agreement
by the party failing to so perform.
4.4 Partial Invalidity. If any portion of this Donation Agreement shall be declared by
any court of competent jurisdiction to be invalid, illegal or unenforceable, that
portion shall be deemed severed from this Donation Agreement and the remaining
parts shall remain in full force as fully as though the invalid, illegal or
unenforceable portion had never been part of this Donation Agreement.
11
EXHIBIT PAGE OF
.
4.5 Governing Law. The parties intend and agree that this Donation Agreement shall
be governed by and construed in accordance with the laws of the state in which the
Property is located.
4.6 No Third Parties Benefits. No person other than Donor and Donee, and their
permitted successors and assigns, shall have any right of action under this Donation
Agreement.
4.7 Waivers. 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.
4.8 Captions. The captions and Section numbers of this Donation Agreement are for
convenience and in no way define or limit the scope or intent of the Sections of this
Donation Agreement.
4.9 Counterparts. To facilitate execution, this Donation Agreement may be executed
in as many counterparts as may be convenient or required. It shall not be necessary
that the signature of, or on behalf of, each party, or that the signature of all persons
required to bind any party, appear on each counterpart. All counterparts shall
collectively constitute a single instrument. It shall not be necessary in making proof
of this instrument to produce or account for more than a single counterpart
containing the respective signatures of, or on behalf of, each of the parties hereto.
Any signature page to any counterpart may be detached from such counterpart
without impairing the legal effect of the signatures thereon and thereafter attached
to another counterpart identical thereto except having attached to it additional
signature pages.
4.10 No Presumption. All the parties hereto and their attorneys have had full
opportunity to review and participate in the drafting of the final form of this
Donation Agreement and all documents attached as exhibits. Accordingly, such
documents shall be construed without regard to any presumption or other rule of
construction whereby any ambiguities within this Donation Agreement would be
construed or interpreted against the party causing the document to be drafted.
4.11 Notices. Any notices or other communication required or permitted under this
Donation 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 or (d) telecopied to the Fax number 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, (ii) if
sent by telecopier, when evidence of successful transmission by telecopier has been
received by sender or, (iii) 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.
5
EXHIBIT PAGE OF G11
If to the Donee: THE CITY OF RICHMOND, INDIANA
If to the Donor:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328 -0001
Attention: Emmeline Quinde, MAC# X2301 -049
With a copy to:
Wells Fargo Bank, N.A.
800 Walnut Street
Des Moines, Iowa 50309
Attention: Assistant General Counsel, MAC N0001 -11B
4.12 Joint and Several. If more than one person or entity has executed this Donation
Agreement as Donee, the obligations of all such persons or entities hereunder shall
be joint and several.
[Signatures on the next page]
roll
Er- ---IT PAGE 9 OF
DONEE.
THE CITY OF RICHMOND, INDIANA
Signature:
Print Name:
Title:
DONOR:
WELLS FARGO BANK, N.A.
Signature:
Print Name:
Title:
E HIRIT PAGE OFC-L
EXHIBIT "A"
PROPERTY ADDRESS
36 S 19th Street
RICHMOND, IN 47374
LEGAL DESCRIPTION
All that certain parcel of land situated in Wayne County, State of Indiana, and described as
follows: Lot Number Seventeen (17) in that part of the City of Richmond, laid out by John P.
Smith, et al, as an addition to Linden Hill.
Commonly known as: 36 South 19th Street, Richmond, IN 47374 -5714
Tax ID: 89- 18- 04- 210 - 204.000 -030
Exhibit A
E:IHiBiT PAGE OFD
ADDENDUM TO DONATION AGREEMENT
PROPERTY ADDRESS: 36 S 19TH STREET RICHMOND, IN 47374
DATE OF DONATION AGREEMENT JANUARY 22ND, 2015
DONEE THE CITY OF RICHMOND, INDIANA
DONOR WELLS FARGO BANK, N.A
❑ Closing date to be extended to on or before
❑ Adjusted sales price to be
® Other: DONEE TO RECEIVE $3,000 CASH CONTRIBUTION FROM DONOR
UPON CLOSING.
DONOR:
WELLS FARGO BANK, N.A
:
Its:
DONEE:
THE CITY OF RICHMOND,
INDIANA
Its:
Date: Date:
EXHIBIT PAGE-���_�,_
DONATION AGREEMENT
This is a Donation Agreement (the "Donation Agreement ") for certain real property located at 36 S 19"
Street, RICHMOND, IN 47374 ( "Property"), dated and effective as of this 22 "d day of JANUARY,
2015, between the CITY OF RICHMOND, INDIANA, a Municipal Corporation ( "Donor ") and
RICHMOND NEIGHBORHOOD RESTORATION INC., a Non - Profit Domestic Corp. ( "Donee ").
RECITALS
This Donation Agreement is made and entered into on the basis of the following facts and understandings
of the parties hereto:
A. Donor has acquired or will acquire the Property identified on Exhibit A by donation from a bank
that acquired said property through the foreclosure process.
B. Donor did not originally construct any of the improvements forming part of the Property. Donor
has not occupied the Property for its own use.
C. Due to Donor's lack of familiarity with the Property, Donor is unwilling to make any
representations or warranties whatsoever regarding the Property and Donor is only willing to
grant Donee Property on an "as is, where is" and "with all faults" basis.
D. Donee has been given a full and complete opportunity to conduct its own investigation as to any
matter, fact or issue that might influence Donee's decision to accept the Property from Donor.
Accordingly, Donee is willing to accept the Property from Donor without any representations or
warranties whatsoever regarding the Property and on an "as is, where is" and "with all faults"
basis.
AGREEMENT
1. DONATION
1.1 Closing Costs. Donee shall pay all costs associated with the transfer of the Property,
including but not limited to attorney's fees, agents fees and recording costs ( "Closing
Costs ").
1.2 Transfer. Donor agrees to donate the Property to Donee and Donee agrees to accept the
Property from Donor on the terms and conditions set forth herein. In consideration of
Donor's transfer of the Property Donee, Donee shall perform all of Donee's obligations
hereunder including but not limited to the release set forth in Section 2.2 of this Donation
Agreement.
1.3 Title. Title shall be transferred on the Closing Date via a quit claim deed or its
equivalent.
1.4 Property Taxes. Donee shall be responsible for any delinquent property taxes currently
due and owing on the property and shall be responsible for all subsequent property taxes
(if applicable).
EXHIBIT PAGE oF�aj
1.5 Further Assurances. Donee and Donor agree to execute all instruments and documents
and to take all actions reasonably necessary and appropriate to consummate the transfer
and donation of the Property and shall use their best efforts to close in a timely manner.
2. ACKNOWLEDGEMENTS. AND RELEASE.
2.1 DONEE'S ACKNOWLEDGEMENTS. DONEE ACKNOWLEDGES THAT
DONEE IS ACCEPTING PROPERTY SOLELY IN RELIANCE ON DONEE'S
OWN INVESTIGATION, AND THE PROPERTY IS IN "AS IS, WHERE IS"
CONDITION WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE.
DONEE EXPRESSLY ACKNOWLEDGES THAT IN CONSIDERATION OF THE
AGREEMENT OF DONOR HEREIN, AND EXCEPT AS OTHERWISE
SPECIFIED HEREIN, DONOR MAKES AND HAS MADE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LEMTED TO,
ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE
PROPERTY OR ANY MATTER RELATED THERETO, OR (WITHOUT
LIMITATION) TO ANY OF THE FOLLOWING MATTERS:
(a) Soils, Etc. Soils, seismic, hydrological, geological and topographical conditions
and configurations.
(b) Artifacts. Archeological, prehistoric and historic artifacts, remains and relics.
(c) Endangered Species. Endangered plant, animal and inspect species.
(d) Hazardous Materials. Hazardous Materials and other environmental conditions,
including without limitation, lead -based paint, asbestos and mold.
(e) Physical Defects. Physical and mechanical defects in or on any Property,
including without limitation, the plumbing, heating, air conditioning and
electrical systems and the roof, floor, ceilings, walls and other internal structural
components of any buildings or improvements.
(f) Land and Floor Area. The area of the land and the square footage contained in
any buildings or improvements.
(g) _Utilities, Schools, Etc. Availability of adequate utilities, water, schools, public
access, and fire and police protection.
(h) Assessment Districts. The status and nature of any assessment districts and the
amount of any assessment liability.
(i) Planning and Zoning. Present, past or future conformity of any Property with
planning, building, zoning, subdivision and development statutes, ordinances,
regulations and permits, the general plan and the specific plan.
rpAGE tom.
(j) Development Fees. The character and amount of any fee, charge or other
consideration which must be paid by Donee to develop any Property.
(k) Title. The condition of title to any Property, including but not limited to the
existence of any easement, license or encroachment whether or not a matter of
public record, and whether or not visible upon inspection of such Property.
(1) Taxes. The status of any general or special real property taxes or assessments or
personal property taxes or any other taxes and assessments applicable to the
Property.
(m) Owner's Association. The financial condition of any owner's association,
including, without limitation, the adequacy of any reserves held by any owner's
association.
(n) Other Matters. Any other matter relating to any Property or to the development
or operation of any Property, including, but not limited to, value, feasibility, cost,
governmental permissions or entitlements, marketability and investment return.
2.2 RELEASE.
(a) RELEASE. DONEE FULLY RELEASES AND DISCHARGES DONOR FROM
AND RELINQUISHES ALL RIGHTS, CLAIMS AND ACTIONS THAT DONEE
MAY HAVE OR ACQUIRE AGAINST DONOR WHICH ARISE OF OR ARE IN
ANY WAY CONNECTED WITH THE CONDITION OF THE PROPERTY,
INCLUDING WITHOUT LIMITATION (A) ANY MATTER SET FORTH IN
SECTION 2.1 ABOVE, (B) THE PRESENCE OF HAZARDOUS MATERIALS
ON, UNDER OR ABOUT ANY PROPERTY (INCLUDING BUT NOT LIMITED
TO ANY UNDISCOVERED HAZARDOUS MATERIALS LOCATED BENEATH
THE SURFACE OF THE PROPERTY) AND (C) VIOLATIONS OF ANY
HAZARDOUS MATERIALS LAWS PERTAINING TO THE PROPERTY OR
THE ACTIVITIES THEREON. THIS RELEASE APPLIES TO ALL
DESCRIBED RIGHTS, CLAIMS AND ACTIONS, WHETHER KNOWN OR
UNKNOWN, FORESEEN OR UNFORESEEN, PRESENT OR FUTURE.
(b) MEANING. FOR PURPOSES OF THIS SECTION 2.2, ALL REFERENCES TO
"DONOR" SHALL INCLUDE: (A) DONOR'S LICENSEES, ASSIGNS, PARENT,
SUBSIDIARIES, AFFILIATES, DIVISIONS, BUSINESS UNITS,
DEPARTMENTS, AND (B) DONOR'S DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES, AND AGENTS.
(c) EFFECTIVENESS. THE PROVISIONS OF THIS SECTION 2 SHALL BE
EFFECTIVE AS OF THE CLOSING DATE AND SHALL SURVIVE THE
CLOSING DATE OR TERMINATION OF THIS DONATION AGREEMENT.
3. CLOSING DATE. IF THE CLOSING DATE DOES NOT TIMELY OCCUR DUE TO
THE DEFAULT OF DONEE, (A) DONEE SHALL HAVE NO FURTHER RIGHT TO
EXHIRIT PAG8
RECEIVE THE PROPERTY AND (B) DONOR SHALL BE FREE TO DISPOSE OF THE
PROPERTY IN ANY WAY IT SEES FIT.
4. GENERAL PROVISIONS
4.1 Successors and Assigns. This Donation Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties. Notwithstanding the foregoing,
Donee may not transfer, assign or encumber Donee's rights under this Donation
Agreement without Donor's prior written approval.
4.2 Entire Agreement. This Donation Agreement contains the entire agreement between the
parties concerning the Donation and sale of the property, and supersedes all prior written
or oral agreements between the parties to this Donation Agreement. No addition to or
modification of any term or provision shall be effective unless in writing, signed by both
Donor and Donee.
4.3 Time of Essence. Donor and Donee hereby acknowledge and agree that time is strictly
of the essence with respect to each term and condition of this Donation Agreement and
that the failure to timely perform any of the terms and conditions by either party shall
constitute a breach and default under this Donation Agreement by the party failing to so
perform.
4.4 Partial Invalidity. If any portion of this Donation Agreement shall be declared by any
court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall
be deemed severed from this Donation Agreement and the remaining parts shall remain
in full force as fully as though invalid, illegal or unenforceable portion had never been
part of this Donation Agreement.
4.5 Governing Law. The parties intend and agree that this Donation Agreement shall be
governed by and construed in according with the laws of the state in which the Property
is located.
4.6 No Third Parties Benefits. No person other than Donor and Donee, and their permitted
successors and assigns, shall have any right of action under this Donation Agreement.
4.7 Waivers. 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.
4.8 Captions. The captions and Section numbers of this Donation Agreement are for
convenience and in no way define or limit the scope or intent of the Sections of this
Donation Agreement.
4.9 Counterparts. To facilitate execution, this Donation Agreement may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the
signature of, or on behalf of, each party, or that the signature of all persons required to
bind any party, appear on each counterpart. All counterparts shall collectively constitute
a single instrument. It shall not be necessary in making proof of this instrument to
produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties hereto. Any signature page to any
counterpart may be detached from such counterpart without impairing the legal effect of
EXHI131T `""""'
the signatures thereon and thereafter attached .to another counterpart identical thereto
except having attached to it additional signature pages.
4.10 No Presumption. All the parties hereto and their attorneys have had full opportunity to
review and participate in the drafting of the final form of this Donation Agreement and
all documents attached as exhibits. Accordingly, such documents shall be construed
without regard to any presumption or other rule of construction whereby any ambiguities
within this Donation Agreement would be construed or interpreted against the party
causing the document to be drafted.
4.11 Notices. Any notices or other communication required or permitted under this Donation
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)
overnight delivery by a reputable courier to the address of the party set forth in this
Section or (d) telecopied to the Fax number 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, (ii) if sent by telecopier, when evidence of
successful transmission by telecopier has been received by sender or, (iii) 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 Donee: RICHMOND NEIGHBORHOOD RESTORATION INC.
If to the Donor:
CITY OF RICHMOND, INDIANA
50 North 5`h Street
Richmond, IN 47374
Attention: Anthony L. Foster, Director, Dept. of Metropolitan Dev.
4.12 Joint and Several. If more than one person or entity has executed this Donation
Agreement as Donee, the obligations of all such persons or entities hereunder shall be
joint and several.
DONEE:
RICHMOND NEIGHBORHOOD
RESTORATION INC.
Signature: _
Print Name:
Title:
DONOR:
THE CITY OF RICHMOND, INDIANA
Signature:
Anthony L. Foster, H, Director,
Department of Metropolitan Dev.
PAGE
EXHIBIT "A"
PROPERTY ADDRESS
36 S 19th Street
RICHMOND, IN 47374
LEGAL DESCRIPTION
All that certain parcel of land situated in Wayne County, State of Indiana, and described as
follows: Lot Number Seventeen (17) in that part of the City of Richmond, laid out by John P.
Smith, et al, as an addition to Linden Hill.
Commonly known as: 36 South 19th Street, Richmond, IN 47374 -5714
Tax ID: 89- 18- 04- 210 - 204.000 -030
Exhibit A
EXHIBIT PAGE OF
ADDENDUM TO DONATION AGREEMENT
PROPERTY ADDRESS: 36 S 19TH STREET RICHMOND, IN 47374
DATE OF DONATION AGREEMENT JANUARY 22ND, 2015
DONEE RICHMOND NEIGHBORHOOD RESTORATION INC.
DONOR THE CITY OF RICHMOND, INDIANA
❑ Closing date to be extended to on or before
❑ Adjusted sales price to be
❑ Other: DONEE TO RECEIVE $ 3,000 CASH CONTRIBUTION FROM DONOR UPON
CLOSING.
DONOR:
THE CITY OF RICHMOND, INDIANA
Anthony L. Foster, H, Director,
Department of Metropolitan Dev.
Date:
DONEE:
RICHMOND NEIGHBORHOOD
RESTORATION INC.
Its: