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HomeMy WebLinkAbout947 WORTHINGTON CIR - MISCELLANEOUS - 12/29/2014DONATION AGREEMENT CHS Real Estate, LLC and the National Center for Craftsmanship THIS DONATION AGREEMENT ("Agreement") is made effective this 291h day of December, 2014 ("Effective Date"), by and between CHS Real Estate, LLC ("Donor"), and the National Center for Craftsmanship, a Colorado non-profit corporation with non-profit status recognized under IRS Section 501(c)(3) and whose principal address is 1414 Blue Spruce, Ste B, Fort Collins, Colorado 80524 ("Center"). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby, agree as follows: Donation. The Donor hereby donates ("Donation") to the Center and the Center hereby accepts, subject to the Center's inspection rights specified below, the Donation of the Building improvements and all fixtures, equipment, and other materials located in, around, or attached to the buildings ("Building") located at 947 Worthington, Fort Collins, Colorado, ("the Real Property"). The Donation includes only Building improvements and does not include the land. For the purposes of this Agreement, the parties agree that the value of the Donation shall be determined by an appraisal report, paid for by the Donor, from an independent, professional real estate appraiser chosen by the Donor. Said appraisal shall be completed within thirty (30) days from the Center's notice to Donor that it will accept the Donation. Furthermore, within a reasonable time of the Center's acceptance of the Donation, the Center agrees to sign all necessary documents required or reasonably requested by the Donor pertaining to the Donation including but not limited to Internal Revenue Form 8283 and Colorado Form DR75, Certification of Qualified Enterprise Zone Contributions. The Center will also provide the documentation necessary to acknowledge the Donor's cash donation. Authority. Donor hereby represents and warrants that it has enacted the necessary and appropriate resolutions to make the Donation to the Center and that Robert Wilson in fact has the authority to execute this Agreement. The Center hereby represents and warrants that it has enacted the necessary and appropriate corporate resolutions to accept the Donation and that Neil Kaufman, Chairman and Executive Director of the Center, has been given, and in fact has, the authority to execute this Agreement on behalf of the Center. License. Donor grants to the Center a revocable license ("License") to enter the Real Property beginning as of the Effective Date of this Agreement. The License shall end upon completion of the Center's use of the Real Property, which is projected to be on or about March 151h, 2015 ("Expiration Date"). Cash Donation. Upon execution of this Agreement, Donor agrees to make a cash donation in the amount of Seventy Thousand, Dollars ($70,000.00) that will be used by the Center to fund its Donation Agreement CHS Real Estate, LLC and National Center for Craftsmanship Page I of 4 deconstruction training program and all other activities of the Center on the Real Property, including but not limited to the deconstruction of the Building improvements from the Real Property. Access and Inspection. Beginning on the date the Center accepts the Donation and continuing thereafter through the Expiration Date, the Center shall have ownership of the Building and unencumbered access to the Real Property for the purpose of forwarding its educational training mission and the deconstruction and removal of re -usable and recyclable materials of the Building from the Real Property ("the Project"). Within ten (10) days from the Effective Date, the Center will conduct a physical inspection of the Building and shall notify Donor whether it will accept the Donation. The Center shall have the right, in its sole and unfettered discretion, to either accept or reject, the Donation. Notwithstanding the foregoing clause pertaining to the Center's access to the Real Property for inspection purposes, the Center agrees that it shall give reasonable advance notice to the Donor to access the Real Property and execute the Project. Propertv Management. Donor shall remain responsible for property management prior to acceptance of the Donation by the Center. The Real Property is vacant of tenants. Charitable Purpose. The Center intends. to utilize the Building for the advancement, preservation, enhancement and sustainability of quality craftsmanship through working with industry, institutional, and government partners to provide education, training, research, and community service in support of retaining and extending craft skills at the local, regional, and national levels. Both parties understand and agree that the purposes for which these donations, both cash and Building, are being made is to help further the Center's program activities. The Center shall be the lead coordinating party, and shall be the responsible party before, during and after such activities. The Donor further agrees that the manner in which the Center uses the Building is solely at the discretion of the Center to further its public purpose, including, but not limited to, a program for educational deconstruction and the recycling of construction materials, the demonstration of energy conservation practices, and the training of both students and volunteers. Asbestos Report. Donor shall provide the Center with a copy of an Asbestos Building Survey Report for the Property showing that the Property is free of asbestos containing materials (ACM). Donor hereby warrants that it does not have any direct or indirect knowledge of, and does not have in its possession, and has no access to, any other reports of any nature that details any harmful or otherwise regulated material of any nature at or in the Real Property. Furthermore, any ACM's or other hazardous materials discovered by the Center before or.after any abatement procedure and inspection has occurred, will be safely removed and/or abated at the Donor's expense. Permits. The Center, or its authorized representative shall obtain, and pay for, any permits required for the Center to conduct its activities including but not limited to demolition permits, landfill permits, and trash removal permits. Donation Agreement CHS Real Estate, LLC and National Center for Craftsmanship Page 2 of 4 r- '1 Purpose, Lo:;istics and Costs. The Center has provided Donor with a general description of its intended activities, all relating to the Center's charitable purpose that will be undertaken by the Center pursuant to this Donation. Furthermore, the Center accepts all 'financial and logistical responsibility for the organizing and implementation of the Project. Final "Report. Within sixty' (60) days of the Expiration Date, the Center shall provide Donor with a written report on the actual activities, the organizations and entities involved, a description of any end products and a summary of how the activities advanced the Charitable Purpose of the Center. Condition at Expiration Date. Donor acknowledges and understands that the Building will be rendered uninhabitable during the course of the Project. The Center anticipates that the Building will be completely reduced to concrete foundation and slab. Notwithstanding the foregoing, however, the Center shall not be required to reduce the Building to its anticipated post - deconstruction condition should its activities be prevented by force majeure, acts of God, or other unforeseen circumstances beyond the reasonable control of the Center. In such cases, the Donor agrees to accept the Real Property in its then current state. The Center agrees to remove what it deems to be reusable and recyclable items and materials at the sole cost and expense of the Center. Center's Insurance. The Center agrees to obtain the necessary insurance for its activities and to indemnify Donor from any liability for personal injury or death to any, employees, agents or volunteer of the Center and any invitees by the Center present at the location during the period of the Center's use of the Real Property. The Center also agrees that if any unusual or unreasonable damages are sustained to the Real Property as a result of the Center's activities at the Real Property, the Center will either correct such damage, or pay for such correction. Notwithstanding,the foregoing, the phrase "unusual or unreasonable damages" shall not include the deconstruction of the Building on the Real Property. Donor's Insurance. The Donor agrees to maintain its general liability insurance on the Real Property. The parties agree that the Donor's insurance will not be used to insure the Center's activities on the Real Property. Condition Upon Acceptance. If upon completion of its inspection of the Building, the Center elects to accept the Donation, the Center shall be deemed to have accepted the Building as is, in its present condition and with all faults. The Donor makes no representations or warranties whatsoever concerning the condition of the Building or the Real Property. Prior to acceptance of the Donation, the Center shall have carefully and thoroughly made every investigation and inquiry the Center deems necessary concerning all aspects of the Building and the Real Property which are or may be of concern to the Center, including, but not limited to, the physical condition of the Building and the Real Property, the environmental condition of the Building (e.g. lead -based paint, asbestos, refrigerants, hazardous waste), access to the Real Property, Donation Agreement CHS Real Estate, LLC and National Center for Craftsmanship Page 3 of 4 Building codes and other applicable governmental rules and regulations and all other matters that may be of concern to the Center. Notwithstanding the foregoing, both parties acknowledge that the Center is relying on the environmental report delivered by the Donor to the Center as it pertains to environmental hazards on the Building and Real Property. Donor AcknowledEement. In donating the Building, Donor acknowledges and understands that it is giving up all rights of use and enjoyment to the Building and that the functional use of the Building will be rendered completely and irreversibly consumed by the activities of the Center. Mechanics' Liens. The Center shall promptly pay when due any and all costs of the Project and shall indemnify the Donor and the Real Property from and against any and all liability,. loss, cost and expense, including attorney's fees which the Donor may incur as a result of the filing of any mechanics' liens against the Real Property as a result of the Project. IN WITNESS WHEREOF, this Donation Agreement shall be effective as of the Effective Date stated above. CHS Real Estate, LLC By, Robert Wilson CENTER: National Center for Craftsmanship, By, Neil A. Kaufman Digitally signed by Neil Kaufman N e i l Ka of m a n mN il==Neil Kaufman, q ou, email=Neil@nccraksmanship.org, c=US Date: 2014.12.17 132432 -07'00' Title: Executive Director Donation Agreement CHS Real Estate, LLC and National Center for Craftsmanship Page 4 of 4