between ( Owner Name ) and Real Estate Donations ( Donee ), a not-for-profit corporation

Transcription

1 Draft DONATION AGREEMENT THIS AGREEMENT IS MADE this day of, 2 by and between ( Owner Name ) and Real Estate Donations ( Donee ), a not-for-profit corporation organized and existing under the laws of the Illinois, which has been accorded tax-exempt status by the Internal Revenue Service of the United States Department of the Treasury as a corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter "Donee"). W I T N E S S E T H: WHEREAS, Owner owns certain improved real property (including all appurtenant rights and easements) located at (street address), consisting of a house and land on which it sits. A legal description of said real estate is attached hereto as Exhibit A.) Said real property shall be hereinafter referred to as the Property. And, further: WHEREAS, Owner desires to make a charitable contribution of said Property by conveying said Property to Donee to further the tax-exempt purposes of Donee; NOW, THEREFORE, in and for consideration of reliance by Donee, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and

2 sufficiency of which are hereby acknowledged, the parties hereto agree that this is a legally binding instrument and are bound to the terms stated herein: A. Identity of Real Estate and Other Assets Subject to This Agreement. 1. Owner hereby agrees to convey the Property (described above) to Donee as a charitable contribution and Donee hereby agrees to accept the conveyance upon the terms and conditions set forth in this Agreement. 2. At closing, Owner shall convey by general warranty deed, legal title, insurable at ordinary title insurance rates, (subject only to the encumbrances described in the title report to be furnished by Owner to Donee within Fifteen (15) days hereof) to the Property. B. Closing. 1. Closing shall occur at a date mutually agreeable to the parties but not later than at the office of a title company escrow agent, or attorney designated by Owner. instruments. 2. At Closing, Owner shall deliver to Donee, or designee, the following (a) (b) (c) The deed; Policies of insurance insuring the Property; Copies of all existing real estate tax bills for current taxes and assignments, and copies of all utility bills; (d) Such other documents as may be reasonably required to consummate the transaction.

3 3. Owner shall pay all fees, taxes, and costs arising from or related to the conveyance, including, but not limited to, title examination, title insurance, documentary, stamp or other transfer, conveyancing, and/or recording taxes and escrow and closing costs. Utilities, insurance premiums, service and maintenance contracts, taxes and similar continuing charges affecting the Property shall be allocated and adjusted as of the date of Closing and funds shall be provided by Owner for the payment of any fees or charges which relate to any period(s) prior to closing. Owner shall be responsible for preparing the deed. C. Inspection Period. 1. Owner shall make available for inspection by Donee and its designees, agents and representatives, the following documents (the Property Documents ) within Ten (10) days after execution of this Agreement; (a) Surveys, plats and specifications for the Property to the extent available; (b) Documents and agreements which affect the Property including utility contracts, service contracts, construction contracts, permits and licenses applicable to the Property, environmental reports (Radon if needed), maintenance records, insurance policies applicable to the Property (all of which are herein referred to as the Service Contracts ). (c) Notices of any zoning, safety, building, fire, environmental, health code or other violations affecting or relating to the Property; (d) (e) Copies of real estate tax assessments and utility records; and Such other documents as Donee may reasonably request. 3

4 2. It is expressly agreed and understood that Donee shall have Thirty (30) days after receipt of the Property Documents to examine them. During such period ( Inspection Period ), Donee shall have the right in its sole discretion to terminate this Agreement by written notice to Owner. In the event of a termination of this Agreement, this Agreement shall be null and void and neither party shall have any further obligation to the other. 3. Owner shall grant to Donee, its designees, representatives, agents, engineers and contractors access to all portions of the Property during normal business hours during the Inspection Period for the purpose of making an examination and inspection of the condition of all parts of the Property. Donee retains the right to terminate this Agreement, in its sole discretion, if it disapproves the condition of the Property. D. Representations, Warranties and Indemnities of Owner. Owner hereby makes the following representations, warranties and indemnities to Donee to induce Donee to enter into this transaction. These shall be true as of Closing and shall survive Closing. 1. Title. Owner has good legal (record and marketable) title to the Property as of the date of Closing, subject only to encumbrances of record; zoning resolutions and ordinances; and easements, agreements, and restrictions of record. All water and sewer charges and other utility and municipal charges, other than real estate taxes, to the extent due and owing, have been paid in full. 2. Compliance with Laws and Regulations. To the best knowledge of Owner, the Property and the use being made thereof at Closing conform to all fire, zoning, health, environmental, subdivision and other federal, state and local codes, laws, rules and regulations, and there are no violations thereof with respect to the Property not heretofore removed or corrected; and 4

5 Owner has received no notices of any action or government proceeding in eminent domain, zoning change or otherwise, which would affect the Property; nor does Owner know of any fact which might give rise to such proceeding. 3. No Encroachments. No part of the Property encroaches upon any property adjacent thereto or upon any easements, nor are there any encroachments upon the Property. 4. Leases. There is neither lease nor any party to any lease or holder of any occupancy right concerning the Property. 5. Contracts and Agreements. There are no contracts or agreements which may be binding on Donee, as Owner s successor in title, written or oral, which are not terminable by the Owner or by the Owner's successor in interest (including Donee) upon nor more than Thirty (30) days advance notice, affecting the ownership or operation of the Property. 6. Permits. All applicable permits, licenses, declarations, and other evidences of compliance from regulatory authorities which relate to the operation and use of the Property, including, without limitation, those regulating the division of real property and environmental matters, have been obtained. 7. Mechanic s Liens. There are no mechanic s, laborer s artisan s, materialmen s or similar claims or liens presently claimed or threatened against the Property for work performed or commenced prior to Closing. Owner agrees to hold Donee harmless from and against all costs, expenses, liabilities, losses and charges (including, but not limited to, legal fees and expenses) arising from or relating to any such lien, or any similar lien, claimed against the Property which arises from or relates to work performed or commenced prior to Closing. 5

6 8. Truth and Accuracy of Statements. Owner has made no untrue statements or representations in connection with this Agreement, and all items transferred to Donee on or before Closing are true and correct copies of what they purport to be. Said items have not been amended or modified, other than as also transferred to Donee, and no items that should have been set forth as exhibits hereto or transferred to Donee on or before Closing have not been so set forth or transferred. Owner has not failed to state or disclose any material fact in connection with the transaction contemplated by this Agreement. 9. Litigation. There is no litigation or claim pending or raised against or involving the Property. 10. Utilities. All public utility installation and connection charges and all utility deposits have been paid in full. 11. No Damage or Destruction. The Property has not been damaged by fire or other casualty except for such damage which has been fully repaired and restored prior to the Closing Date. 12. No Further Encumbrances. Except as may have been otherwise expressly provided herein, Owner, prior to Closing, shall not further encumber the Property or any of the improvements or personal property thereon, without the prior written consent of Donee. 13. Insurance. Owner, prior to Closing, shall not cancel or reduce the amount of coverage of any insurance policies covering the Property or the improvements there at. 6

7 14. Environmental. (i) Owner warrants that, to the best of its knowledge, there are no Environmental Perils or Hazardous Materials (as defined below) at, on, about, or under the Property. (ii) Owner shall hold harmless and indemnify Donee from and against any costs, fines, penalties, or damages of any kind arising directly or indirectly out of the presence of Environmental Perils or Hazardous Materials at, on, about, or under the Property. This indemnity includes, but is not limited to costs, etc. arising from claims asserted against Donee by any individual or entity, as well as by claims asserted by any Governmental Authority which relate to any noncompliance of the Property with any Governmental Requirements. This indemnity shall include, but not be limited to, Owner s obligation to reimburse Donee for its attorney's fees, litigation expenses, investigation costs, and court costs. Owner and Donee agree that, unless the context otherwise specifies or requires, the following terms shall have the meaning herein specified: (i) Governmental Authority shall mean the United States, the state, the county, the city, and any other political subdivision in which the Property is located, and any court, political subdivision, agency, or instrumentality with jurisdiction over Seller or the Property. (ii) Governmental Requirements shall mean all statutes, laws, decisions, ordinances, rules and regulations of any Governmental Authority applicable to Seller or the Property. (iii) Hazardous Materials shall mean, among others, any hazardous waste as defined by the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.A et seq. ( RCRA ), and regulations promulgated thereunder; any hazardous substance as defined by the Comprehensive Environmental Response, Compensation and Liability 7

8 Act of 1980, as amended, 42 U.S.C.A et seq. ( CERCLA ), and regulations promulgated thereunder; any "toxic pollutant" as defined in the Federal Water Pollution Prevention and Control Act, as amended, 33 U.S.C et seq., (commonly known as CWA for Clean Water Act ), and any regulations thereunder; any hazardous air pollutant as defined in the Air Pollution Prevention and Control Act, as amended, 42 U.S.C et seq. (commonly known as CAA for Clean Air Act ) and any regulations thereunder; asbestos; polychlorinated biphenyl s; underground storage tanks, (whether empty, filled or partially filled with any substance); any substance the presence of which on the Property is prohibited by any Governmental Requirements; and any other substance which by any Governmental Requirements requires special handling or notification of any federal, state or local governmental entity in its generation, handling, use, collection, release, storage, treatment, or disposal. (iv) Environmental Perils refers to any unsafe, unsanitary, dangerous, toxic or hazardous conditions at the Property which may give rise to any liability to which Buyer may be subject. E. Donee's Right to Cancel. In the event the title report or Donee's inspection discloses unsatisfactory conditions or restrictions, Donee shall have the right exercisable in its sole and absolute discretion, to cancel the Agreement, whereupon it shall be null and void. F. Binding Effect; Limitation of Remedy. Owner acknowledges that Donee will expend extensive time and resources, e.g., in conducting due diligence, in reliance upon this Agreement. Accordingly, Owner specifically 8

9 acknowledges this Agreement may be enforced by Donee in equity and at law. If Donee shall breach this Agreement, default, or fail to close, the exclusive remedy of Owner shall be to retain the Property. All other remedies at law or in equity are waived by Owner. IF TO OWNER: IF TO DONEE: WITNESS: OWNER: By: (Seal) Title: WITNESS: DONEE: By: (Seal) Title: 9