HomeMy WebLinkAboutAgreement - Near Northwest Neighborhood, Inc. - Real Property Transfer AgreementWV --- - --
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REAL PROPERTY TRANSFER AGREEMENT
This Real Property Transfer Agreement is entered into as of September 26, 2017 (the
"Effective Date"), by and between the City of South Bend, acting by and through its Board of
Public Worics, of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana
46601 (the "City") and Near Northwest Neighborhood Inc., an Indiana nonprofit corporation,
with its registered address being 1007 Portage Avenue, 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 City owns the certain real property described in attached Exhibit A (the
"Property"), and the Organization desires to acquire ownership of the Property from the City in
furtherance of its efforts to offer affordable housing to low and moderate income residents of the
City and, specifically, for use in connection with the construction of an affordable 56-unit multi-
family project for senior residents (the "Project"). The Organization expects to fund the Project
in part by obtaining and selling certain tax credits granted to the Organization by the Indiana
Housing and Community Development Authority (the "IHCDA") based on the Organization's
application to the IHCDA to be submitted on or before the IHCDA's deadline on or about
November 6, 2017,
C. Pursuant to Ind. Code 36-1 -1 1-1(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 Ind. Code 36-1-11.
D. The Organization is an Indiana non-profit corporation and is exempt from federal
income taxation under Section 501(c)(3) of the Internal Revenue Code.
E. 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:
I . 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 September 3, 1974, as amended on November 20,
1977, August 5, 1980, and November 16, 1980 (the "Articles"), attached hereto as Exhibit B, have
not been superseded or 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 September 26, 1979, attached hereto as Exhibit C.
2. Transfer of Property; Termination. 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 subject to the terms and conditions of this Agreement. Notwithstanding anything to
the contrary contained herein, this Agreement will terminate, and Seller will have no obligation to
proceed to the closing contemplated herein, in the event Buyer has not obtained an award of tax
credits from IHCDA for the Project on or before March 30, 2018.
3. Organization's Due Diligence. The Organization's obligation to complete the
purchase of the Property is conditioned upon the satisfactory completion, in the Organization's
discretion, of the Organization's investigation of certain matters concerning the Property,
including, without limitation, the Organization's examination, at the Organization's sole expense,
of zoning and land use matters, environmental matters, real property title matters, and the like, as
applicable and as determined by the Organization. Upon the Organization's request, the City will
provide to the Organization a copy of all known environmental inspection, engineering, title, and
surrey reports and documents in the City's possession relating to the Property. In the event the
Closing does not occur, the Organization will immediately return all such reports and documents
to the City with or without a written request by the City. If at any time before the Closing Date,
the Organization determines, in its sole discretion, not to proceed with the purchase of the Property,
the Organization may terminate this Agreement by written notice to the City.
4. Closing.
(a) The City will convey title to the Property to the Organization as
contemplated in this Agreement (the "Closing") on a mutually agreeable date not later than
November 30, 2018 (the "Closing Date"). The Closing will take place at the offices of Meridian
Title Corporation (the "Title Company").
(b) At Closing, the City will deliver a quit claim deed, in the form attached
hereto as Exhibit D (the "Deed"), conveying the Property to the Organization. The Board of Public
Works hereby authorizes and instructs the Mayor and the City Clerk to execute the Deed and cause
it to be delivered at Closing.
(c) The Organization will pay the cost of obtaining an ALTA owner's policy of
title insurance covering the Property (the "Title Policy"), which the Title Company will provide at
the Closing. The Organization will pay all closing costs, including the Title Company's closing
fees and/or document preparation fees, and all recordation or other fees associated with the
Closing.
(d) Any exception to title or other matter of record to which the Organization
does not object before the Closing will be deemed a permitted encumbrance on the Property.
(e) As a condition precedent to Closing, the Organization will present to the
City satisfactory evidence that, based on the Organization's application submitted on or before the
2
1HCDA's deadline on or about November 6, 2017, the 1HCDA awarded the Organization tax
credits in an amount sufficient to ensure the financial viability of the Project.
(f) The Parties agree to provide one another such customary documents as are
reasonably required to complete the Closing.
5. 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, including the Project, and for no other purpose.
6. 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.
7. 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.
S. Indemnity. The Organization will indemnify, defend, and hold harmless the City
and its employees, agents, and contractors fiom and against any liabilities, claims, losses, or
damages arising out of the use or occupancy of the Property by the Organization or the
Organization's employees, contractors, or licensees.
9. 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.
10. Assi nab. 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.
3
11. 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.
12. Recitals and Exhibits. The above recitals and the attached exhibits are hereby
incorporated into this Agreement.
13. 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.
IN WITNESS WHEREOF, the City and the Organization have signed this Real Property
Transfer Agreement to be effective as of the Effective Date stated above.
CITY OF SOUTH BEND
BO RD OF PUBLIC ENO S
Gary Gilot, President
Therese Dorau, Member
� 'A 4, 4z:---- --
Suzann rltzbcrg, A&6er
Elizabeth Maradik, Member
4 '47 /��
Ja s Mueller, Member
ATTEST:
�4inda Martin, Clerk
21
EXHIBIT A
Description of Property
Parcel 1: All of Lot Numbered Thirty-four (34) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend, Indiana, EXCEPTING THEREFROM the following
described tract, viz: Beginning at the Northwest corner of said Lot 34 (which place of beginning
is the point of intersection of the Easterly line of Portage Avenue with the South line of Rex Street
in said City as platted); thence East along the North line of said Lot 34, a distance of 11 I feet,
more or less; to the East line of a tract of land conveyed to Standard Oil Company by deed recorded
in Deed Record 163, page 174 of the records of St. Joseph County, Indiana; thence Southerly along
the East line of the land conveyed to Standard Oil Company by said deed a distance of 17 feet;
thence Southwesterly along the line of land conveyed to Standard Oil Company a distance of 75
feet to the Easterly line of Portage Avenue at a point 89 feet Southeasterly from the place of
beginning; thence Northwesterly along the said Easterly line of Portage Avenue, a distance of 89
feet to the place of beginning. (18-1059-2489)
Parcel 2: Lot Numbered Thirty-five (35) as shown on the recorded Second Plat of Shetterley Place
Addition to the City of South Bend. (18-1059-2490)
Parcel 3: Lot Numbered Thirty -Six (36) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend. (18-1059-2491)
Parcel 4: Lot Numbered Thirty -Seven (37) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend. (18-1059-2492)
Parcel 5. Lot Numbered Seven (7) as shown on the recorded Plat of Charles E. Smith's
Subdivision of Lots Numbered 38, 39, 40 and 41 of Shetterley Place Second Plat in the City
of South Bend. (18-1059-2505)
Parcel 6: A part of Lot Numbered Thirty-four (34) as shown on the recorded Second Plat of
Shetterley Place Addition to the City of South Bend, Indiana, being that part of the Northwest
portion of said lot which is described as follows: Beginning at the Northwest corner of said Lot 34
(which place of beginning is the point of intersection of the Easterly line of Portage Avenue with
the South line of Rex Street in said City as platted); thence East along the North line of said Lot
34, a distance of 111 feet, more or less; to the East line of a tract of land conveyed to Standard Oil
Company by deed recorded in Deed Record 163, page 174 of the records of St. Joseph County,
Indiana; thence Southerly along the East line of the land conveyed to Standard Oil Company by
said deed a distance of 17 feet; thence Southwesterly along the line of land conveyed to Standard
Oil Company a distance of 75 feet to the Easterly line of Portage Avenue at a point 89 feet
Southeasterly from the place of beginming; thence Northwesterly along the said Easterly line of
Portage Avenue, a distance of 89 feet to the place of beginning. (18-1059-2488)
EXHIBIT B
Articles of Incorporation of
Near Northwest Neighborhood Inc.
[See attached.]
Corporate Form No. 36.1.1 (ALtg. 1971)
Page One
ARTICLES 01- INCORPORATION
(Not for Profit) /
Prescribed by Larry A. Conrad,
Secretary of State of Indiana
APPROVED
INSTRUCTIONS,
AND
Use 8'/z x II Inch Paper for Inserts
RILEDPresent
2 Executed Copies
to Secretary of
S � P 4 19 74
State, Room 155, State House, Indianapolis,
Indiana 46204
FILING PEE is $ I3.00
General Requirements — "Non -Profit" means ,.
SECRETARY OF
that the Corporation shall not engage in any
STATE OF INDIANA
activities for - the pecuniary gain of its
members.
ARTICLES OF INCORPORATION
OF
tom. .. . . . . . . . .. . . . . . .
The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to
as the "Corporation") pursuant to the provisions of the Indiana Not -For -Profit Corporation Act of 1971,
(hereinafter referred to as the "Act"), executed the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is nth . e.W-j HO.MA •Ovaora 'j,4. tho i�ti �� 13� kstt, lw�,
(The name shall include the word "Corporation" or "Incorporated", or one of the abbreviations thereof.)
ARTICLE II
Purposes
The purposes for which the Corporation is formed are: t,.2 a��'tp1�0y+a the ph;y$1t:aj, 03 %
mzaal y i;- olavtt ;meat Of the -tj vst P.U*;ft or the ctty of South SdAd,
_b2dt a,, by StUdyl °o r0P11nz,, walatataing, reawrin mad. t aftcLu
Eta ��i�€� � tz��k homes. btwla-ass &aid WOMW - l buildings aW. f i.titEez,R
,stru,ats dad po4ttz wars, vvhikaW t. fF[e, pattl rna aad land oa, t,> the gjats thU
its pzople may �Av,� :ah iiacreasingl ` mw ee pie ",` nt, e=YvAttal, sAt?2 and attractivepll;:
ire whl��,h tj tly irk, as-1 1�ai the I aly a autith will prospQr by hzrW4 a
rat -MZ(2 $ ? :f{;i7t=) 11t ::;i: ilYilXlk lu ita ileac zt!! ithw?st.
t^,��L.,rt��l de
T tir rl E'�1.;':ri♦.v dl�tir► � c'1 \. • �� ���� L W V
Larry A. Coirad
The ri1* t t,uriag whj� ,'tj ihk� �:r� �aLi;i�LJ�i ��all . W�,�,�:Z�' i��yaaI
(will wither be "Verpatu "$ .or, 110 be 11mited, 8= eflai,ta;� pvrigd *f tirat, �
ARVCLIS 11
Agent to cha-°zt� of tho C;�r r at1ua4.x prLa4pAl WMee €s jury �kMe
(mo)
# 'VVoz) wi&r4 Avzt8u Scutt. Bow a t ia=
. d f 4 r q�• P•!. b g O. d• it • O P T b R. g a a a a a p� w• a� P} P h !f r P T• 4 f T r 1.•• 4� a s y*.* i t► R y T r
q4t .i ad--drdsa & thin # rIM.-teal
Q t : 31 the corparattm to
bfW. 7i;r�o»trgri�iF aCS'�61A{e yea ........... arrsb M+r.+K}�i r Y} M e�r7...hi iw�� }• i♦ 14�ii%• 1} Y
Ax-TIAC"L--w. V
iA mtalmum id thsae (3) shall have the membership list.
tired-ory or 'fit'"teex or ar .rrr t r° are. included tax tba M- -om rexahipk l
btl � c1, Ods. (if any)
Th-.!re ahs-It be two uUsii�z -of memberix &a toll;ws- VwAlug Members
4tl i� 2. Rights. x'1' ��ar������. Ltmit'aticw)p anx! ,estr jr:tjonz
or cla:m-.S.
`+'�� �.r•�i .ten `xi ;-'1f:'i, kit N;)* 3r,4-, i
4-Or,a
b 4} `���tirt�, r.Yic �»: V.::!! '• x :,1t:ab,.ts ati:ill boo
WhQ r-tidiij* in r441 askatq mr. rt by theme awl
within the territ' rlaj .1m1t3 Ot tho near kwrttmast at t,11-e
Ott 4nd sP-e=Z1Ae71 _ka Pa e Tw,: ' A) hereof. ownjormbip r eai
'iif as `aiwnwg a
v�3i?a° tip' LS?11" t�':3 +�«:.:� i.�3.1f:•1¢"c',i-� 7Ci�a'..
t cstat-z either tm•
own-& (g
O ;"
V-,-a1Ag mombers Inay. r".0 la ZZY iA e-014 1 ZI members gar %�x
G�:r•�.�,<4 �z i;i�=,:.k:.�:�� <.�a �;-',c� war �a � �.:�:�"!a u�.Yfiu,� �����f .��:��
i;Vag Yf's3'S3 X' *wua real oskaw
t�[t2i�t�.I�'��� !1�;::`I s �3 <<�F,�y '1'aG.L; ;1:_tia ;•{�1nr 't'f"f�:�.::»;A�;'::'3," �;,C'y„� ;v:" f`{. %Y':�rrii:.it
..51'!e:��ri�.'�#tIi 'i:':♦{ �h 5 FIB ' irk:. .+h -�p {y
�ti r f V/ ' it 1 .Z c J Alag .. �G �4 it iMa i.41R Q �i�i' 5' 4%equjv%u'J
an�t own r-alai egtat*,
r purp,-M,.14 of VlaseArtt�ciou the :a r'�t�ah�i;: tzrrlt;zry within
Carvs ra.iN l+'srai i°i;t. 384-1 I'ap rw,:) ( )
voti,ag menbrare mu3t vw.,i real catato a•1il Rve th,3rela is boun:ied by a
ltaa runaing, in the =.,--:4 r uF the fmQtlowlug public, strwvtq, rekilrQad trukg
and river withla sails City ri 3vuth Wad, ty-wit: C..7xrna9d=tZj at thO
lnt9r9.-zcU-,m of iln.:oln Ways West aan- Wilbar 31bQ�t; thian o r=lrg Xvrth
an WIlbe r Street to Vassar -3treert, tboace runnlmg East rja Va' risar Strait
to thil rat.lrowl trA, of the Porn Czatru4 1,ailr,, Zd C��mpany: thoi .:o.
rt nin,q In A gene-ra.k aad then east-�riy directiou alon4 tho
�:ent�r' Olsald rAllv0A3 tM--ks to thew SL ,l,jBr�ph =v:r; th&nc.o rng
upzE.-Oam a1uru thz 'M,-at an -A 3,auth bank o -,Wd Nladiaun Straet
,ftwxtend4j to mai--d R1r-� r b "dp , thf!al;, ;.-:-t 0!1 "A allgon Strwet to
whigan Rrool.p, thozce 50uth ;niu xl1�Jligaft Street t* La SallN Averu --:!;
thea,-,,z Wstn aa La Sa1A- . r-c-a * ei�p Un ,--An }tax *stt tbcuc!
,i,A Minco. 'Way N-ecat 0. Vhv- yplav ,c+ W �egis7ninimay' at the
Corporate Form No. 364.1 Page Three
Prescribed by Larry A. Conrad,
Secretary of State (Aug. 197I )
ARTICLE VI
Directors
Section 1. Number of Directors. The initial Board of Directors is composed of . . . . . . . . . .
members. If the exact number of Directors is not stated, the minimum number shall be }.
and the maximum number shall beth.1r.ty-01.'t (15). . .. Provided, however, that the exact number of
directors shall be prescribed from time to time in the By -Laws of the Corporation; AND PROVIDED
FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN
THREE (3).
Section 2. Names and Post Office Addresses of the Directors. The name and post office addresses of
the initial Board of Directors are:
Name Number and Street or Building
City
State
Zip Code
r
�6n R t. Kag-
1039 Mver"st4e 0r.
rulhWad
MU
466.16
++
grktn 4rumtsh
10b 33C�aiweDr.
&mth
bitzi
YLva
4}LS
gt r,
yind
yya.
¢
60
5w
Robert '4. Zlmafto$'wAA 1 3 taRtverAkd Dr.
-ouch
mad
4sU
8,apmt&
L. 0k^�mr
737 Lam-"*- t r7:m
Um th
WhTd.=
ARTICLE VII
Incorporator(s)
Section I. Names and Post Office Addresses. The names and post office address(es) of the
incorporator(s) of the Corporation is (are) as follows:
Name Number and Street or Building City State Zip Code
Unary Gm° a X1e dq-r 1004 Wbodward Ava. South #e.z i tadla4a 46616
t" am"I .Doyle
728 Park
Avtmu
South
8-Ind.
>ar#Iatta
466116
!.-targaret Ludwick
730 Park
Av.muv
south
11,04d
sndla µw
4MO
Corporate Form No. 364-1 Page Five
Prescribed by Larry A. Conrad,
Secretary of State (Aug, 1971)
The undersigned, being one or more persons, do hereby adopt these Articles of Incorporation,
representing beforehand to the Secretary of State of the State of Indiana and all persons whom it may
concern that a membership list or lists of the above named corporation for which a Certificate of
Incorporation is hereby applied for, have heretofore been opened in accordance with the law and that at
least three (3) persons have signed such membership list.
IN WITNESS WHEREOF, I (we) the undersigned do hereby execute these Articles of Incorporation and
certify the truth. of the facts herein stated, this . 30, . day of . . . septe r. , , . . ., I9.74 ,
(W1.
ritten Signature)
(Printed Signature)
State of Indiana
County o` oa < ph
f . .
NOTARY ACKNOWLEDGEMENT
(required)
SS:
( itten S' ature)
(PrinteJ1, atur
r
(Written Signature)
(Printed Signature)
Before me ;Rob-ert �q � Unima 'mara .
. . , a Notary Public in and for said county and
State, personally appeared the above incorporator(s) and (severally) acknowledged the execution of the
foregoing Articles of Incorporation.
Notary Seal
Required
(Written Si ature)
Vtob- rt 32' �'I'miuorm ,Notary Public
(Printed Signature)
My commission expires:
WITNEW my hand and Notarial
Seal this, 3rt, . day oPe.ptem.bu
This instrument was prepared by .:R—:,bert E., ZLrnra.� rsnaal :`tito�rstay �t
(Name)
. . .•4D2 ticinal • Pank DOq, S-Qut Hgnd,� Indiana. . . . 466
(��il> Code)
�'uinber and Street or Building)CrJ (State)
Cori)oratc Form No. 364-1 page four
Prescribed by harry A. Conrad,
Secretary of State (Aug. 197 [ )
ARTICLE VIII
Statement of Property (If any)
A statement of the property and an estimate of the value thereof, to be taken over by this corporation
at or upon its incorporation are as follows:
None
ARTICLE IX
Provisions for Regulation and Conduct
Of the Affairs of Corporation
(Can be the "By Laws")
Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of
this corporation, and creating, defining, limiting or regulating the powers of this corporation, of the
directors or of the members or any class or classes of members are as follows:
Section 1. Directors -- terms of office.
Each director shall serve for a term of one years.
Section. 2. Directors - plan for increase in size of Board.
During its .First year in .office the Board of Directors shall devise a plan
for increasing the size of said Board to thirty-six (36) members, to be divided
into three groups for annual election. Said plan shall be submitted to the voting
members of the Corporation for their approval and the Articles of Incorporation
s,h.all be amended in a way consistent with the plan, adopted by said members.
SS-C a5
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
To Whom These Presents Come, Greeting;
ED I J S MCOX
1,)& X ��, Secretary of State of the State of Indiana, hereby certify that
SOUTH BEND HOMEOWNERS OF THE NEAR NORTHWEST INC.
a corporation duly organized and existing under the laws of the State of Indiana, has this day
filed in the office of the Secretary of State, Articles of Amendment showing an amendment to
the articles of incorporation of said company, in accordance with the Indiana General Not -For -
Profit Corporation Act (approved March 7, 1935) iThe Indiana Not -For -Profit Corporation
Act of 1971 (approved September 2, 1971 );
WHEREAS, upon due examination, I and that they conform to law:
EDWIN J SIfMCOX
NOW, THEREFORE, 1, ZxbMXXatX9rVSecretary of State, hereby certify that I have
this endorsed my approval upon all copies of Articles so presented, and, having received the
fees required by law, in the sum of $26,00, have filed one copy of the Articles in this office and
returned the remaining copies bearing the endorsement of my approval to the Corporation.
In Witness TVAereof, I have heretinto set itiy hand and affixed
the seat of the State of Indiana, at the City of lndianapolis,
this 1.3th day of
...................................................Jti....... ..., aq........ 79
............I..---.....
Secretary f State
Bruce N. Wood, President of the South Bend Homeowners of the
Hear Northwest, Inc., hereby certifies that the attached document,
consisting of one page, is a copy of an amendment to the articles
of incorporation of the South Bend Homeowners of the Near Northwest
Inc., which amendment was approved on October 4, 1977, by the Board
of Directors of the South Bend Homeowners of the Near Northwest,
Inc. and which was approved by the general membership of the South
Bend Homeowners of the Near Northwest, Inc., at a general member-
ship meeting on November 20, 1?77. _..._
4
South .PendIomeowners of the
"near Northwest, Inc.
Date .By
&zuce N. F ooc, P-re§ 'F nt ..
r
Attest:
AleenePhillips, Scretoy
r
South Bend Homeowners of the Near Northwest, Inc.
P.Q. Box 1132
South Bend, Indiana 46624
such purposes, the making of distributions to organizations that
qualify as exempt organizations under section 501(c) (3) of the
Internal Revenue Code of 1954 or the corresponding provision of
future United States Internal Revenue Law.
No part of the net earnings of the Ca r
inure
the benefit of, or be distributable to tsmembershall trustees,
'officers, or other private persons,.except that the Corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purposes set forth in this article.- No sub-
stantial part of the activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting to influence
legislations other than as permitted under theling Tax Reform
Act or the corresponding provision of any future United states
Internal Revenue Law; and the Corporation shall not participate
in, or intervene in (including the publishing or distribution of
statements) any paliti.cal campaign on behalf of any candidate for
public office. Notwithstanding any other provisions, of these
articles, the Corporation shal], not carry on -any other activities
not permitted to be carried on (a) by.a corporation exempt from
Federal income tax under section 501(c)(3) of the Internal Revenue
Code -of 1954 or the corresponding provision of any'future United
States Internal Revenue Law or (b) by a corporation, contributions
to which are deductible under section 170 (c) (2) .of the internal
Revenue Code of 1954 or the corresponding provision of any future
United States Internal Revenue Law.
In the event of dissolution of the Corporation,. the board of
directors shall, after payment of all liabilities of the Corporation,
dispose of the assets of the Corporation, exclusively for the purposes
of the Corporation in such manner, or to such organizations organized
and operating exclusively for charitable, educational, religious or
scientific purposes as shall at the time qualify as an exempt organi-
zation or organizations under Section 501(c)(3) of the Internal Revenue
Code of 1954 or the corresponding provision of any future United States
Internal Revenue Law and which is organized for purposes substantially
similar to that of the Corporation.
SS-C-35
Stale Form 37019 '
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
SOUTH BEND HOMEOWNERS OF THE NEAR NORTHWEST, INC.
To Whom These Presents Come, Greeting:
1, EDWIN1. SIMCOX, Secretary of State of Indiana, hereby certify that
NEAR NORTHWEST NEIGHBORHOOD. INC.
a corporation duly organized and existing under the laws of the State of Indiana, has this day filed
in the office of the Secretary of State, Articles of Amendment showing an amendment to the
articles of incorporation of said company, in accordance with the I�
�1 /The Indiana Not -For -Profit Corporation Act of 1971
(IC 23--7-1.1).
WHEREAS, upon due examination, I find that they conform to law.
NOW, THEREFORE, 1, EDWIN j. SIMCOX, Secretary of State, hereby certify that 1 have this day
endorsed my approval upon all copies of Articles so presented, and, having received the fees
required by law, have filed one copy of the Articles in this office and returned the remaining copies
bearing the endorsement of my approval to the Corporation.
In Witness Whereof, 1 have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this 18th day of
DECEMBER ,T9 80
EDWIN J. SIN , Secretary of State
By OPIL4A ZC"
Deputy
A ROVED
FILED
DEC 181980
Ay£ op tNDIANA
st ct�ErARv of ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
S41crr-tarv4r( State a statr nr Inrluina
Cownrate Form No. 364.2
rage one
For Use by A Romeslic Nut-ror•Proni
Corporation Incorporaled or Reorganized
Under The Indiana No(•POr-Profit
Corporation Act of 1971.
File In Duplicate
44, ; .Ilk
FILING FEE $26.00
ys 1
SOU11-1 BEND HUMEOWNERS OF THE NEAR NORTFR EST, INC.
Charles S. Leone and Aleene Phillips
(President- `WV e4"r&_WN) (Secreury���)
of the above named corporation show that,
1, The above -named corporation was organized or reorganized under The Indiana Not -Far -Profit
Corporation Act of 1971 on September 4, 1974
(Elate)
2. The above named Corporation upon the proposal of its board of directors by resolution dilly
adopted by said board of directors setting forth the proposed amendment— and directing that the same be
submitted to a vote of the members entitled to vote in respect thereof at a designated meeting of such
members and upon the adoption thereof by said members at said meeting as provided by law and as
hereinafter more specifically set out, does hereby execute and acknowledge the following,
Articles of Amendment of its Articles of Incorporation
EXACT TEXT 3
OF
AMENDMENT
(A)
ARTICLE I
The name of-- the corporation is Near Northwest Neiloliborhood, Inc.
Stab Form tl61
���.75- C�,rr
�.,..i.araac Corm No. 364•2
Page Two
ARTICLES OF AMENDMENT
THE MANNER AND The .above amendment was adopted in the following manner and by
VOTE BY WHICH the following vote, that is to say:
IT WAS ADOPTED
The Hoard of Directors of said Corporation, at a duly called meeting
of said Board held on August 5, 1980
(Date)
at Holy Trinity Luthern Church, South Bend, Indiwin
(Place)
adopted a resolution to propose the amendment, and the text of this
resolution was as follows:
Be it resolved that the Board of Directors of the South
Bend Homeowners of the Near Northwest, Inc. hereby propose to the
membership of the corporation that the name of the corporation as
set fortli in Article I of the Articles of Incorporation filed on
September 4, 1974 with the Secretary of State of Indiana be and
hereby is changed to the following:
NEAR N012'IlMEST NEIGHBOM100D, INC.
TEXT OF
RESOLUTION This proposed amendment shall be submitted to the member -
OF ship of the corporation at the annual election meeting in November
DIRECTORSof 1980.
—� v — a l..Y_A_
Corponirc Form No, 364•2
Pala! Three
ARTICLES OF AMENDMENT
This proposed amendment was submitted to a vote of the members entitled to vote thereon at (an)
annual meeting, held on the 16th day of November , IR , at 2:00 p, m.
(special or annual)
and the secretary was directed to give Notice thereof as required by law,
(B) At the members' meeting the members entitled to vote in respect of said amendment to the articles
of incorporation, upon the call and notice required by law, did adopt the above amendment(s) by the
affirmative votes of at least a majority of the votes entitled to be cast in regard to the amendment.
Section 1, Membership Vote with Respect to the Proposed Amendment
The number of Members entitled to vote in respect of such Articles of Amendment, the Members voting in
favor of the adoption of such Articles of Amendment, and the Members voting againstsuch adoption, are as
follows:
TOTAL
Members entitled to vote, 40
Members voted in favor:
40
Members voted against: -0-
Section 2. Compliance with Legal Requirements
The manner of the adoption of such Articles of Amendment, and the vote by which they were adopted,
constitute full legal compliance with the provisions of the Act,'the Articles of incorporation, and the
By -Laws of the Corporation.
In witness whereof the undersigned have unto set their hand and seal this ofDccember 1(jSQ
r
(President or Vice President)
(Secretary or As and Secretary) V
State of Indiana
County of
St. Joseph NOTARY ACKNOWLEDGEMENT
Before me, Rebecca A. Wilcockson
ally appeared Cllarles S. Leone
, a notary public in and for said county and state, person -
and Aleene Phillips
well known -to me to be the President and Secretary
(President or Vice President) (Secretary or Assistant Secretary)
respectively, of the above -named corporation and severally acknowledged the execution of the foregoing
Article Y ent.
Rebecca WilcM sort (N�sl.uy i �iblic} res en o
Marshall Cowit)•, 111di,
My commission expires April 9, 1984
FORMER PROVISION:
1. NAME. The name of this corporation is South Bend Homeowners
of the Near Northwest, Inc., incorporated under the Not -for -
Profit Corporation Act of 1971, of the State of Indiana, on
September 4, 1974.
PROPOSED PROVISION
1. NAPE, The name of this corporation is Near Northwest Neigh-
borhood, Inc, ,' incorporated under the Not -for Profit Corpor-
ation Act of 1971 of the State of Indiana, on September 4,
1974. The corporation was formerly known. as South Bend Home_
owners of the Near Northwest, Inc. ,'
FORMER PROVISION:
3. DEFINITIONS
(b) Corporation -The term corporation means the South Bend
Homeowners of the Near Northwest, Inc.
PROPOSED PROVISION:
3. DEFINITIONS
(b) Corporation --The term corporation means Near Northwest
Neighborhood , Inc.
EXHIBIT C
IRS 501(c)(3) Qualification Letter
[See attached.]
Internal Revenue Service
District Director
Date: SEP 2 6 1979
Department of the Treasury
Employer Identification Number:
23-7414729
Accounting Period Ending;
December 31
Form 990 Required: Fx� Yes E] No
1> South Bend Homeowners of The Person to contact:
Near Northwest, Inc. Joseph. Russo
P. 0. Box 1132 Contact Telephone Number:
South Bend, Indiana 46624 (513) 684-3578
CIN: Eo: ' 91 8 5 5
Dear Applicant:
Based on information supplied, and assuming your operations will be as stated
in your application for recognition of exemption, we have determined you are exempt
from Federal income tax under section 501(c)(3) of the Internal Revenue Code.
We have further determined that you are not a private foundation within the
meaning of section 509(a) of the Code, because you are an organization described
in section 509(a)(2).
If your sources of support, or your purposes, character, or method of operation
change, please lot us know so we can consider the effect of the change on your
exempt status and foundation status. Also, you should inform us of all changes in
your name or address.
Generally, you are not liable for social security (FICA) taxes unless you file
a waiver of exemption certificate as provided in the Federal Insurance Contributions
Act. If you have paid FICA taxes without filing the waiver, you should contact us.
You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA).
Since you are not a private foundation, you are not subject to the excise taxes
under Chapter 42 of the Code. However, you are not automatically exempt from other
Federal excise taxes. If you have any questions about excise, employment, or other
Federal taxes, please let us know.
Donors may deduct contributions to you as provided in section 170 of the Code.
Bequests, legacies, devises, transfers, or gifts to you or for your use are
deductible for Federal estate and gift tax purposes if they meet the applicable
provisions of sections 2055, 2106, and 2522 of the Code.
The box checked in the heading of this letter shows whether you must file
Form 990, Return of Organization Exempt from Income tax, If Yes is checked, you
are required to file Form 990 only if your gross receipts each year are normally
more than $10,000. If a return is required, it must be filed by the 15th day of
of the fifth month after the end of your annual accounting period. The law imposes
a penalty of $10 a day, up to a maximum of $5,000, when a return is filed late,
unless there is reasonable cause for the delay.
nh
P.O. Box 2508, Cincinnati, Ohio 45201 (over) Letter 947(DQ) (5-77)
You are not required to file Federal income tax returns unless you are subject
to the tax on unrelated business income under section 511 of the Code, If you are
subject to this tax, you must file an income tax return on Form 990-T. In this
letter, we are, not determining whether any of your present or proposed activities
are unrelated trade or business as defined in section 513 of the Code,
You need an employer identification number even if you have no employees
If an employer identification number was not entered on your application, a
number will be assigned to you and you will be advised of it. Please use that
number on all returns you file and in all correspondence with the Internal Revenue
Service.
Because this letter could help resolve any questions about your exempt status
and foundation status, you should keep it in your permanent records.
If you have any questions, please contact the person whose name and telephone
number are shown in the heading of this letter.
Sincerely yours,
D. L. James, Jr.
District Director
Letter 947(Do) (5-77)
EXHIBIT D
Form of Quit Claim Deed
QUIT CLAIM DEED
THIS INDENTURE WITNESSETH THAT the City of South Bend, Indiana, by and through its Board of
Public Works (the "Grantor")
CONVEYS AND QUIT CLAIMS TO Near Northwest Neighborhood Inc., an Indiana non-profit
corporation, with its registered address being 1007 Portage Avenue, 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 real estate in St. Joseph County, Indiana described in attached
Exhibit 1 (the "Property").
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.
Page 1 of 2
Dated this day of , 201
GRANTOR:
City of South Bend, Indiana, by and through its Board of
Public Works
By:
Pete Buttigieg, Mayor
ATTEST:
By:
Kareemah Fowler, City Clerk
STATE OF INDIANA }
) SS:
ST. JOSEPH COUNTY }
Before me, the undersigned, a Notary Public for and in said County and State this day of
, 201, personally appeared Pete Buttigieg and Kareemah Fowler, to me known to be
the Mayor and City Cleric, respectively, of the City of South Bend, Indiana, the Grantor, and acknowledged
execution of the foregoing Quit Claim Deed.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal.
(SEAL)
Resident of
Commission expires:
_ , Notary Public
County,
I affirm, under the penalties for perjury, that 1 have taken reasonable care to redact each Social Security number in this document,
unless required by law. Benjamin J. Dougherty.
Prepared by Benjamin J. Dougherty, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend,
Indiana 46601
Page 2 of 2
EXHIBIT I
Description of Property
Parcel 1: All of Lot Numbered Thirty-four (34) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend, Indiana, EXCEPTING THEREFROM the following
described tract, viz: Beginning at the Northwest comer of said Lot 34 (which place of beginning
is the point of intersection of the Easterly Iine of Portage Avenue with the South line of Rex Street
in said City as platted); thence East along the North line of said Lot 34, a distance of 111 feet,
more or less; to the East line of a tract of land conveyed to Standard Oil Company by deed recorded
in Deed Record 163, page 174 of the records of St. Joseph County, Indiana; thence Southerly along
the East line of the land conveyed to Standard Oil Company by said deed a distance of 17 feet;
thence Southwesterly along the line of land conveyed to Standard Oil Company a distance of 75
feet to the Easterly line of Portage Avenue at a point 89 feet Southeasterly from the place of
beginning; thence Northwesterly along the said Easterly line of Portage Avenue, a distance of 89
feet to the place of beginning, (18-1059-2489)
Parcel 2: Lot Numbered Thirty-five (35) as shown on the recorded Second Plat of Shetterley Place
Addition to the City of South Bend. (18-1059-2490)
Parcel 3: Lot Numbered Thirty -Six (36) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend. (18-1059-2491)
Parcel 4: Lot Numbered Thirty -Seven (37) as shown on the recorded Second Plat of Shetterley
Place Addition to the City of South Bend. (18-1059-2492)
Parcel 5: Lot Nurbered Seven (7) as shown on the recorded Plat of Charles E. Smith's
Subdivision of Lots Numbered 38, 39, 40 and 41 of Shetterley Place Second Plat in the City
of South Bend. (18-1059-2505)
Parcel 6: A part of Lot Numbered Thirty-four (34) as shown on the recorded Second Plat of
Shetterley Place Addition to the City of South Bend, Indiana, being that part of the Northwest
portion of said lot which is described as follows: Begimning at the Northwest corner of said Lot 34
(which place of beginning is the point of intersection of the Easterly line of Portage Avenue with
the South line of Rex Street in said City as platted); thence East along the North line of said Lot
34, a distance of 111 feet, more or less; to the East line of a tract of land conveyed to Standard Oil
Company by deed recorded in Deed Record 163, page 174 of the records of St. Joseph County,
Indiana; thence Southerly along the East line of the land conveyed to Standard Oil Company by
said deed a distance of 17 feet; thence Southwesterly along the line of land conveyed to Standard
Oil Company a distance of 75 feet to the Easterly line of Portage Avenue at a point 89 feet
Southeasterly from the place of beginning; thence Northwesterly along the said Easterly line of
Portage Avenue, a distance of 89 feet to the place of beginning. (18-1059-2488)