HomeMy WebLinkAboutReal Property Transfer Agreement - Near Northwest Neighborhood Inc - Transfer of 823 N HarrisonREAL PROPERTY TRANSFER AGREEMENT
This Real Property Transfer Agreement is entered into as of October 8, 2019 (the "Effective
Date"), by and between the City of South Bend, acting by and through its Board of Public Works,
of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 (the "City")
and the Near Northwest Neighborhood Inc., an Indiana non-profit corporation, with its registered
address being 1007 Portage Ave., 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 Organization is an Indiana non-profit corporation organized exclusively to
conduct, support, encourage, and assist such charitable, educational, and other programs and
projects as are described both in Section 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code
and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
C. The City owns the certain real property described in attached I xilibit ITA (the
"Property").
D. The Organization desires to acquire ownership of the Property from the City.
E. Pursuant to I.C. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana
non-profit corporation organized for educational, literary, scientific, religious, or charitable
purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue
Code is not subject to the disposition requirements of I.C. 36-1-11.
F. The 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:
1. Oualifications of 0 wniza,tion. 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 4, 1974, as amended on June 13, 1979,
and December 18, 1980 (the "Articles"), attached hereto as k' :xhibit B, have not been superseded
or amended and currently remain in full force and effect; and (c) the Organization is currently
1
exempt from federal income taxation as stated in the Internal Revenue Service letter dated
SeptemberExhibit C.
26 1979 attached hereto as M....
2. Tr atis t'eer of Pro . 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,
and any and all improvements located on the Property, subject to the terms and conditions of this
Agreement.
3. 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 and for no other purpose.
4. "losi����,g. The City will convey title to the Property to the Organization by quit
claim deed in substantially the form attached hereto as Exhibit D, on or before November 7, 2019
(the "Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Gary
Gilot, President of the Board and Linda Martin, Clerk of the Board to execute and deliver the deed
to the Organization. At the Organization's option, the City will record the deed at the City's
expense, and the Board authorizes and instructs Andrew Netter of the City's Department of
Community Investment to do so.
5. No W"arrmit es. 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. The Organization may, at its sole cost and
expense, obtain an owner's policy of title insurance or a survey prior to the transfer of such
Property.
6. 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.
7. Entire Agreement: Sevcrabifity. 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.
2
8. A�ssigtlr ent. 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.
9. Governing Law; Vgr)LIC. 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.
10. Recitals and Exhibits. The above recitals and the attached exhibits are hereby
incorporated into this Agreement.
11. ,uthority: 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.
[Signature page follows.]
t
IN WITNESS WHEREOF, the City and the Organization have signed this Real Property
Transfer Agreement to be effective as of the Effective Date.
CITY OF SOUTH BEND
BOARD OF IlUBLI ". ter )I 1 S
Gilot, resident. .
Therese I ora�eMcintler
O'Sullivan, M niber
Genevieve filler, Member
ATTEST:
a Martin, Clerk
NEAR NORTHWEST NEIGHBORHOOD,
INC.,
an Indiana non-profit corporation
By: _
Printed:
Title:
1:y:
Printed:
Title:
11
IN WITNESS WHEREOF, the City and the Organization have signed this Real Property
Transfer Agreement to be effective as of the Effective Date,
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
Gary Gilot, President
Therese Dorau, Member
Elizabeth Maradik, Member
Laura O'Sullivan, Member
Genevieve Miller, Member
ATTEST:
Linda Martin, Clerk
4
NEAR NORTHWEST NEIGHBORHOOD,
INC.,
an I'rid ,,irrsAC i corporation
M
Printed:
Title:
Printed:
EXHIBIT A
Description of Property
Legal Description: N 33' Lot 172 Cushing & Lindsey
Tax Key Number: 018-1072-3042
Commonly Know As: 823 N. Harrison St., South Bend, IN 46616
EXHIBIT B
Articles of Incorporation of
Near Northwest Neighborhood, Inc.
[See attached.]
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
SECRETARY OF STATE
To Whom These Presents Come, Greeting;
CERTIFICATE OF INCORPORATION
%J II NEAR N ;, H
1, L.ARRY A. CONRAD, .Secretary of State of the ,State of Indiana, hereby certify that Arlicles of in-
corporation of the above not -for -profit Corporation, in the form prescribed by the office, prepared and
signed in duplicate by the Incorporator (s) and acknowledged and verified by the sarne hefore a Notary
Public, have been presented to me at this office accompanied by the fees prescribed by law; that 1 have
found such Articles conform to law; that 1 have endorsed my approval upon the duplicate copies- of
such Articles,' Mat all fees hove been paid as required by law; that one copy of such Articles has been
filed in this office; and that the remaining copy of such Articles hearing the endorsement oftny approval
and filing has been returned by me to the incorporator (s) or his (their) representatives; all as prescribed
by the Indiana Not -For -Profit Corporation Act of 1971,
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further -
certify that its corporate existence has begun.
In Witness Whereof; 1 have hereunto set my hard and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this day of
LARRY A, CONRAD, Secretary of State
By
Deputy
Corporate Form No. 364-1. (Aug. 1971)
Page One
ARTICIL.I;SOF INCORPClRATION
(Not For Profit)
Prescribed by Larry A. Conrad,
Se:creutry of State of Indiana
IONS!
INSTRUCTIONS!
APlm—RoV D
Use H!, x I Inch Paper For Inserts
AND
FILED
Present 2 Executed Copies to Secretary of
State. Itoom 155, State hoarse, Indianapolis,
FP 3 %�
I�
Indiana 46204
FII.,INC, IT E is S 13,00
General RequirCMUlt.9 — "Nora —Profit" means
that the Corporation shall not engage in any
activities for the pecuniary gain of its
ECM- rARY OF
rATE Or' INDIANA
m emh vrs.
ARTICLES OF INCORPORATION
OF
South Bend Home Owners of the Near Northwest, Inc
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 c 94th ,Bend Bone ,QWners gf, thQ Near Wggthvye,sx,, 14c,
(The name shall include the word "Corporation" or "Incorporated", or one of the abbreviations thereof.)
ARTICLE 1I
Purposes
The purposes for which the Corporation is formed are; to improve the physical, social and
economic environment of the near northwest section of the City of South Bend,
Indiana, by studying, replanning, maintaining, restoring, revitalizing and enhancing
its neighborhoods, homes, business and institutional buildings and facilities,
streets and public ways, vehicular traffic patterns and land use, to the ends that
its people may have an increasingly more pleasant, convenient, safe and attractive pl,
in which to live and work, and that the City of South Bend will prosper by having a
first-rate residential community in its near northwest.
Corporate Form No. 364-1 Page Two
Prescribed by Larry A. Conrad
Secretary of State (Aug. 1971)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual.
(will either be "Perpetual", or, if to be limited, some definite period of time. )
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Resident
Agent in charge of the Corporation's principal office is Mary Grace Melander.
(name)
1064 Woodward Avenue South Bend Indiana 46616
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . * . . . . . .„. .i . . . • . i . • .
(Number and Street or Building) ( City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
106O. Wbo4wand A zenue ........... South .Bead......INAIANA......466 16....
(Number and Street or Building) (City) (State) (,Zip Code)
ARTICLE V
Nlembership
(A minimum of three (3) shall have signed the membership list.
Directors or Trustees or Incorporators are included in the Memo ership. )
Section 1. Classes. (If any)
There shall be two classes of members as follows; Voting members
and community members.
Section 2. Rights, Preferences, Limitations, and Restrictions
of Classes.
Corporate Form No. 364-1 Page Two
(a) Votin Members. Voting members shall be individual
persons who reside in real estate owned by them and located
within the territorial limits of the near northwest section of the
City of South Bend, Indiana, as those territorial limits are set
out and specified on Page Two (A) hereof. Ownership of real
estate is defined for purposes of these Articles as owning a fee
simple interest in real estate as sole owner or owner with
another or others or as being an installment land contract
purchaser of real estate either individually or with another or
UL�l�rS.
(b) ComMunity Members.Any person, .firm or corporation,
other than a voting member, who owns (as defined herein) real
estate or operates a business or other activity within said territorial
limits may be a community member.
Section 3. Voting Rights of Classes.
Only voting inembers may vote in any meeting of members or of
the Board of Directors of the Corporation. Each voting member shall
have one vote, except that• when a voting member owns real estate
qualifying him for voting membership with another person or persons,
only one of these owners may vote.
Section 4. Territory Within Which Voting Members are Required
to reside and own real, estate.
For purposes of theseArticles the geographic territory within which
Corporate Form No. 364-1 Page Two (B)
voting members must own real estate and live therein is bounded by a
line running in the center of the following public streets, railroad tracks
and river within said City of South Bend, to -wit: Commencing at the
intersection of Lincoln Way West and Wilber Street; thence running North
on Wilber Street to Vassar Street; thence running East on Vassar Street
to the railroad tracks of the Penn Central Railroad Company; thence
running in a general northeasterly and then easterly direction along the
center of said railroad tracks to the St. Joseph River; thence running
upstream along the West and South bank of said River to Madison Street
(extended to said River bank edge); thence West on Madison Street to
Michigan Street; thence South on Michigan Street to La Salle Avenue;
thence West on La Salle Avenue to Lincoln Way West; thence Northwest
on Lincoln Way West to the place of beginning at the intersection of
Lincoln Way West and Wilber Street.
C'orporato 1`orra No,.iLro4-1 1"air ` &urce
Pr'e8 riiaed by L ara y A� C om-and,
S",ra°4my of State (A.Ug, 1971.�
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 ininimum number shall be nine M. ,
and the maximum number shall bethirty-.six (36) . .. 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. Naines and Post Officc Addresses of the Directors. The name and post office addresses of
the initial Board of Directors arc:
Name Number and Street or Building City State Zip Code
1. Marry Grace Melander 1064 Woodward Ave. South Bend Indiana 46616
2. John R. Nagel 1029 Riverside Dr. South Bend Indiana 46616
3. Brian Cruimlish 109 1 Riverside Dr. South Bend Indiana 46616
4.
George Yena
1101 Woodward Ave.
South
Bend
Indiana
5.
Robert E.
Zimmerman
933 Riverside Dr.
South
Bend
Indiana
6,
Edward J.
Nowacki
903 Sherman Ave.
South
Dend
Indiana
7.
David A. Sullivan
909 Lawndale Ave.
South
Bend,
Indiana
8.
Eugene L.
Geyer
737 Lawndale Ave.
South
Bend,
Indiana
9.
Richard J.
Dieter
1127 Portage Ave,
South
Bend
Indiana
ARTICLE Vii
Incorporator(s)
Section L Names and Post Office Addresses. The names and post office address(es) or the
incorporator(s) of the Corporation is (are) as follows:
Nance Number and Street or Building City State Zip Code
Mary Grace Melander 1064 Woodward Ave. South Bend Indiana 46616
Nancy Doyle
726 Park
Avenue
South
Bend
Indiana
46616
Margaret Ludwick
730 Park
Avenue
South
Bend
Indiana
46616
Corporate Corm No, 364-1 Page Four
Prescribed by Larry A. Conrad,
Secretary of State (J\Ug. 19 71 )
ARTICLE VIII
Stateinent of Property (if any)
A statenient of the, property and an �.stiinate of the, value thereof, to be taken over by this corporation
at or upon its incorporation arc tis follows:
ARTICLE IX
Of the Affairs of Corporation
(Can be the "By Laws")
Otlier provisions, consistent with the laws of this state, for the regulation and conduct Oftl]C affairs of
this corporation, and creating, defining, litniting or regulating the powers of this corporation, of the
directors or of the inenibers 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 year.
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 dividel
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
-9 hLall be amended in a way consistent witb the plan adopted by said members.
C:aaa`g,wxwraty Form, No . 64A Page Five
Prescribed by Larry A. Conrad,
Sceret4ary, of State (Aug, til"a t)
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 . 3va , day of , Sr4pte;rAbf-,r' . , . . . . „ 19.74
(Written Signature)
Mary, Grace Melandep ,
(Printed Signature)
State of Indiana
County of St.. Joseph. , ,
('4vrir��°' liigrr, wire)
. 1Vancy .o✓'l,e« . . . .
(Printed tii a�:taa
(Written Signature)
M4rgar,et Ludwick
(Printed Signature)
NOTARY ACKNOWLEDGEMENT
(required)
SS:
Before me, , 13.0bl�rt E, 4i:t ll n'Pgmall , , . , . . , 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 Seat
Required
(Written Sigrni are)
Robort.Z.. Zim'1'rwjrruan , Notary Public
(Printed Signature)
My commission expires: . , 7,-7-,75 . . ,
WITNESS my hand and Notariaf
Seal this ..3rd, day ofSeptembez ,
19.74.
This instrument was prepared by Robert B.. Zimmerman ,. Attorney. at. Law.. . . . . . . ,
(Nawne )
4.02 National. Bank Bldg. South, 111n0,. Indiana . . . 466.Qj
(Number and Street or Building) (City) (State) (Zip Code)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF MMENDMENT
To Whom These Presents Come, Greeting:
1AWNUMMN, Secretary of State of the State of Indiana, hereby certify that
MV5no A. jugompmr4mawl tip
a corporation (hily organized and existing under the lauls 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 .salt! cornpany, in accordance with the Indiana General Not -For -
Profit Corporation Act (approved March 7, 1935) IThe Indiana Nol-For-Profit Corporation
Act of 1971 (approved September 2, 197/);
WHEREAS, upon due exarnmettion, I find that they conform to law:
13DWIN J SIMCOX
NOW, THEREFORE, I, W*MjMXgXft&VW. Secretary of State, hereby certify that I have
this endorsed my approval upon all copies of Articles so presented, and, hazing received the
fees required by law, In the sum of $26.00, have filed one copy of the Articles in this office and
returnee] the remaining copies bearing the endorsement of my approval to the (-,'orPoreI
iv,'Is �Vh,;,Teu) hat,e mir,r"!N W") My han'd w I! d, ed
?,IW I of Olu ", �, 1: ,
June 1 1, 1 p- 3 9
LAI A. CONRAr), Secrelary of Slate
Ry
Pre,wirihed by: E'dw n .). Simcox,
-V.im.upy cj( Waw d6tate or Ndlana
('Q1rP0r1W Forin No. 364 2
Page On
'PPROVED For 14a bY A Dovywmc Not-For-Prohk
Corpora-orhm 1numporaW ow It ur�Y,aat(xar1.
Under 1'he hdkana Not-Uoi-llvorit
( .o r V o ra 9. k) n Ana (A 1971.
FUe In [)aplicate
bu FILING FEE $26M
A.RT[ICLE.S OF.. AMENIDMENIT
OFTHE
ART"W"I ES ()F I.M.'ORPORATi. ON
Q f
SOU111 BEND HONIEOWNHR,�:.3 OF ['Hii NUAR NUMMEST, TN(,r
Aloone
-and . . . .. . ......
OpmsidNfl �'w %i&14KXAMA) (Seuretary
of th� above named carporation sh.ow thav
1. The above -named corporation was organized or reorganized under The Indiana Not -For -Profit
Corporation Act of 1971 4, 1974
— I (6aw "' —
1 IlLe dVL)VG, IWMU� %—LP1jJU1ttL'iV11 tApull LLL;; PJUJU&Ji %JL 1L.1 IJUUIU VA Ultkv,CULN UY 1LaU1UL1%J11
adopted by said board of directors setting forth the proposed amendment— and directing that the same
submitted to a vote of the members entitled to vote in respect thereof at a designated inecting of su
members and upon the adoption thereof by said njernbers at said meeting as provided by law a
opod gnd
hereinafter mre secifically set out, des hereby execute anacknowlede the following,
Articles of Amendment of its ArticlL-s of Incorporation I
IMM
- :3, (A)
10JUA.i, .1
111e RRMQ of the c.orporatlori is Ncay,, Northivest ilea,-Lghborhood, Inc.
S L%
Bruce N. Wood, President of the South Bend Homeowners of the
APPROVED
Near Northwest, Inc. hereby certifies that the attached d as
FILED
vent, consisting of one (1) page, is a copy of an amen t
to article 2 of the Articles of Incorporation of thV
o*1"'n
-
sw,�r «..�
Bend Homeowners of the Near Northwest, Inc., whici fV";F NGIA
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 a unanimous vote of the general
membership of the South Bend Homeoikm ers of the Near Northwest,
Inc. at a general membership meeting on November 20, 1977.
a
ATTEST:
SOUTH, BEND HOMEOWNERS OF THE NEAR
NORTHWEST, INC. by:
'.•- w,. Mace N ("Yaod, P cent:...
� n
1ee�ne 91T I 11.ips, "ecr tary
Before me, a notary public, personally appeared Bruce N. Wood
and AleenePhillips and acknowledged the. execution of the fore-
going document this day of April, 1979.
My commission expires
June 5, 1982
Czar es � . meone, Nc taxy E ub A. ._...
Resident of St. Joseph County, Indiana
South Bend Homeowners of the Near Northwest, Inc.
P.O. Box 1132
South Bend, Indiana 46624
The corporation is orgOnized exc.LusiveiLy a ►_ ►•�-s.. -.,
. religious educational. r and scientific purposes, includin' ; fbr.... _
,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
any future United States Internal Revenue Law.
No part of the net earnings of the Corporation shall inure
to the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the Corporation
shall be authorized and empowered to pay reasonable compensation
fo-- au;:vices rundered 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
legislation, other than as permitted under the 1976 Tax Reform
Act or the corresponding provision of any future United States
Internal Revenue Law, and the Corporation shall not participate
J.f{, 6J; 1CSl VGi►W ;la %iA►\:11.{%AJ.J►y 4AAC:i to 11L i.4 ii171iiy VA. u10411arM{.iv►► VA.
statements) any political campaign on behalf.of any candidate for
public office. Notwithstanding any other provisions of these
articles, the Corporation shall 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 In
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, excl.usivel.y for the purposes
of the. Corporation n in. ruck wannero or to svch o.rganiza.tions organi:red
and operating exclusively for charitable, educational, religious or
shall at t'.hc" + lliw gt,uilif " as an exempt or`g ni-
yM,i.v(111der Sectµ..«,. ', ° t ccc,) ( ) of the Internal Reventm.
1954 or tea : corresponding provision of ,any future United State
lAterna,l Revenuer Law and which is organized for purposes substantially
similar to that of the Corporation.
SS-C-35
State Form 37019
STATE OF 1NDIANA J A N l; 1981
OFFICE OF THE SECRETARY OF STATE p
m !oP'()F!
CERTIFICATE OF AMENDMENT 409
�I
AQVMhBV-ND,-U0MZ0WNU9 OF THE MM, NORTHWEST,,-INC.
To Whom These Presents Cottle, Greeting;
1, EDWIN J. SIMCOX, Secretary of State of Indiana, hereby certify that
NW NORTHWEST NEIGIMORROOD,
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 cotnpemy, in accordance with the
, / 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 I. SIMCOX, Secretary of State, hereby certify that I 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.
the -ical of the State of Indiana, at the City of Indianapolis,
this 18t'h ��� A� f.
UMBER 80
EDWIN J, SIMCOX, Secretary of State
By..
Deputy
Corporate Form 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 Board of Directors of said Corporation, at a duly called meeting
August �), 1.980
of said Board held on
at
(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 oE the South
.Bend. Homeowners of the Near Northwest, Inc. bareby propose to the
menbership of the coiparation that the namm of the corporaLion. a,F,
set forLh in Article I of the ArtJ of Incorporation filed on
September 4, 1974 with the Secretary of tut o of Indiana he and
he-reby is changed to tho following -
NEAP, NORTHWEST NrFJGHB01[41(-fJ1..),, INC.
TEXT OF
RE301,UTION This Proposed annemhwnt shal I be submitted to the mmWwr-
OF 04) of the Wrporation at the wtnual eloction meeting in
Corporate Form No, 364-2
Page Three
ARTICLES OF AMENDMENT
This proposed amendment was submitted to a vote of the members entitled to vote thereon at (an)
W
WIri(.�ta , -- ectin , het on the__.a ..}�.� ay ofw, a ��vt �i u� w°�, 1980 , �at.._.2 _._
(sEaer.^ftltrr rnri—ak)
and the secretary was directed to give Notice thereof as required by law.
(13) 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 against such adoption, are as
follows:
tTilltT;h
Members entitled to vote: 40
40
Members voted in favor: -_...._._ ................. ........�.�.
Members voted against:
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.
I)c^��77th�sr 0
In witness whereof the undersigned have unto set their hand and seal tht .._...._.._ _ of
�.�.n�-�... (president orVice President)
(Scout, or Assistant Secs°eC�ryp
Indiaiia
State of�_ ..�_.�_..
County of...,.
Before me,- c ockson
Rebecca t1i.1. °�...._
NOTARY ACKNOWLEDGEMENT
, a notary public in and for said county and state, person-
ally appeared'. (Larlee S. Loon .. ..... and
well known to me to bet e _ -- 4'resident
(President or Vice President)
S
and t J rXI
(Secretary or Assistant Secretary)
respectively, of the above -named corporation and severally acknowledged the execution of the foregoing
Articles of Amendment.
a �4�
r.�
A . i I cockson (Notary Public) res r..tlt.am
.,
t�t� 0 .� .,
(SEAL)
My commission expires 2' . _.0 1984
ALLSOP. fjEONF & ORONT E
ATTORNI,QYS AT r,AW
(AY.M.tidlVrAtNS' S, ➢,iTUONV (219) 234-8051)
'u.E11; RY A, CR0NP; December 16, 1980
Secretary of State
Corporations Division
Roam #155, Statehouse
Indianapolis, Indiana 46204
Dear Sir or Madam:
Enclosed please find for filing Articles of Amendment of the
Articles of Incorporation of South Bend Homeowners of the Near
Northwest, Inc., changing the name of the corporation to Near
Northwest Neighborhood, Inc. Also enclosed is a check for
$26.00 for the filing fee.
Thank you.
Very trul 'yours ,
Charles S. Leone
CSL/ss
enc.
Charles S. Leone
Attorney at Law
521 W. Colfax Avenue
South Bend, Indiana 46601
(219) 234-8050
April 6r 1979
Secretary of State
Corporation Division
Room 155
Statehouse
Indianapolis, Indiana 46204
Dear Sir or Madam:
Enclosed please find an amendment to the Articles
of Incorporation of the South Bend Homeowners of
the Near Northwest Inc. ,for filing.
Enclosed is a check for twenty-six dollars ($26.00)
for the filing of the amendment and the issuance of
the Certificate of Amendment.
Very t,zly yours,
Charles S. Leone
CSL/el
Enclosure
RoBF,RT E. ZIMMER-MAN
A-.rToRNny AT LAw
908 Towma HVILDINO
SOUTH DEND, INDI&NA 4,6601
Now Aammos :
402 NATIONAL 11"K E1ujWXxe
n-3163�� �*
Sperotary of Stabe
State of Indiara.
State Hotise
Ind3.,an.apol is, D'Winna
M1�
ffml�
In Re: South Bend Home Chvners of the Near Noi-thwest, Inc.
1 enclose herew.] th for filing Artic-lei':, of Incorporation of South
All N!!Lv';o L IV V J. Uj- A W ',� 0 kd I J- AJ L. cl pa -U p U 0 u U I R U U A.. U j
'p.n.fi.,t cox-pora-tion.. Kind,.Ly r..-eturn to me tho, extra carbon copi es
of these Art:: clps.
I also enclose my check for $29.00, covering your feel
Very truly yours,
REZ/bfi
enclosures
Charles S. Leone
Attorney at Law
521 W. Colfax Avenue
South Bend, Indiana 46601
(219) 234-8050
June 7, 1979
Mr. Philip McCool
Corporate Counsel
Office of the Secretary
of State
Corporations Division
Statehouse
Indianapolis, Indiana 46204
Re: South Bend Homeowners of the Near Northwest, Inc.
Dear Mr. McCool:
Enclosed please find for filing, an amendment to the Articles
of Incorporation of the South Bend Homeowners of the Near
Northwest, Inc. Also enclosed is your letter of April 10,
1979, rejecting that filing and the two annual reports which
you required to be submitted along with the filing fees for
those reports.
Thank you for your prompt attention to this matter.
der y t:rt yours
Charles S. Leone
CSL/el
Enclosures
EXHIBIT C
IRS 501(c)(3) Qualification Letter
[See attached.]
ATUGHS
LIM-ENT C: AGENCY ELLIGIBILITY
Internal Revenue Service
District Director
DA" SEP 16 AV9
South Bend Homeowners of The
Near NbrLhwesL, Inc.
P. 0. Box 1132
South Bend, Indiana 46624
Dear Applicant:
Department of the Treasury
Empyer Identification Nmber:
23-7414729
Accounting Penod Ending:
December 31
Form 990 Required: Fx] Y C..lNo
Person to Contact:
Joseph Russo
Whet Telephone NumAr:
(513) 684- 3578
U PT E0: 7 9 1 8 5 15
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 let 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 Lax 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 chocked 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 2509, Cincinnati, Ohio 45201 Letter 9,17(DO) (5-77)
You are not required to file Federal income tax returns unless you are subject
to the tax on unrelated businoss income under section 511 of the Code. If you are
subject to this tax, you must file an income tax return on Form 990-1. 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 employee• 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
Wer 947(00) (5-77)
FORMER PROVISION:
1. N A.LE- , 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. NAME. The name of this corporation is Near Northwest Neigh-
borhood Inc N , incorporated under the ot-for Profit Corpor-
ation Act of' 1971, of the State of Indiana, on September. 4,
1974. The corporation was formerly knoa wn s South Bend Home-
owners of the Near Northwest, Inc, ,
FORMER PROVISION
31 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 D
Form of Quit Claim Deed
AUDITOR'S RECORD
TRANSFER NO,
TAXING UNIT
DATE
KEY NO. 018-1072-3042
QUIT CLAIM DEED
THIS INDENTURE WITNESSETH THAT the City of South Bend, Indiana, by and through its Board of
Public Works (the "Grantor" or the "City")
CONVEYS AND QUIT CLAIMS TO Near Northwest Neighborhood, Inc., an Indiana non-profit
corporation, with its registered address being 1007 Portage Ave., 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 following real estate in St. Joseph County, Indiana (the
"Property"):
Legal Description: N 33' Lot 172 Cushing & Lindsey
Tax Key Number: 018-1072-3042
Commonly Know As: 823 N. Harrison St., South Bend, IN 46616
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.
Dated this ay o 2019.
GRANTOR:
City of South Bend, Indiana, by and through its Board of
Public Works
Gary Gilot, President
ATTEST:
Linda Martin, 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
2019, personally appeared Gary Gilot and Linda Martin, to me known to be the
President and Clerk, respectively, of the City of South Bend, Indiana, Board of Public Works, 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)
Notary Public
Resident of County,
Commission expires:
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document,
unless required by law. Sandra Kennedy.
Prepared by Sandra Kennedy, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana
46601
00
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date October 1, 2019 Department DCI
Name Andrew Nettw........ __....
er Division/Bureau Planning
BPW Date October 8, 2013 Phone Extension 5 931
Required Prior to Submittal to BoardmmmmmmmWm . mITIT_ww„
Legal ® Attorney Name: Clara McDaniels
Controller ❑ Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing El
_. .............. �_ _......._ _..............
Check the Aropt ITltem T"Peerira for All Submissions
❑' Agreement Amendment 0 Contract El Proposal ❑ Addendum
El Professional Services Resolution
J_� Bid OpeningBid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening ❑] Quote Award
❑ Change Order No. C/O & PCA No. ❑ PCA
Ease/Encroach. Traffic Control:
Other: Real Property Transfer Agreement
Reouired Information
MBE/WBE Contractor Requested No ❑ Yes Name of Compare
Project Name Transfer of Real Property 823 N. Harrison St.
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description The City is transferring ow......................................._................__......__...........,
nership of 823 N. Harrison St. to the
non-profit Near Northwest Neighborhood, Inc. for new
construction of low -mod income housing through use of federal
funds.
El Required Contracto
r's Certification Forms Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.)
Required For Chanqq Orders Only
Amount of in cease $ ..
�I