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HomeMy WebLinkAboutTransfer Agreement - 715-727 Harrison – Habitat for Humanity1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/235-9251 FAx 574/235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS June 27, 2023 Mr. Jim Williams Habitat for Humanity of St. Joseph Co. 402 E. South St. South Bend, IN 46601 JWilliams&Habitat-For-Humanity. org RE: Real Property Transfer Agreement Dear Mr. Williams: At its June 27, 2023 meeting, the Board of Public Works approved the above referenced agreement for the transfer of property at 715, 717, 719, 727 Harrison Ave. to Develop Affordable Housing. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to lhensley(ksouthbendin.gov. Please retain a copy for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT JORDAN V. GATHERS MURRAY L. MILLER REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of June 27, 2023 (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 Habitat for Humanity of St. Joseph County, Inc., an Indiana non-profit corporation, with its registered address being 402 E. South Street, South Bend, Indiana 46601 (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 certain real property described in attached Exhibit A (the "Property"). D. The Organization desires to acquire ownership of the Property from the City for the development of affordable infill housing. E. Pursuant to I.C. 36-1-11-I(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. 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 August 22, 2001 (the "Articles"), attached hereto as Exhibit B, have not been superseded or amended and currently remain in full force and effect; and - COPY - I (c) the Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated April 13, 2018, attached hereto as Exhibit C. 2. Transfer of Property. 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. Closing. 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 June 30, 2023 (the "Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Elizabeth Maradik, President of the Board and Theresa Heffner, 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 Joseph Molnar of the City's Department of Community Investment to do so. 5. Post Closing Obligations. _ The Parties agree that the purpose of the transfer of the Property is for the eventual construction of affordable infill housing. In order to maximize the use of the Property, within twelve (12) months of Closing, the Organization shall coordinate a Lot Line Adjustment with the City of South Bend and the Near Northwest Neighborhood, Inc., which shall establish six (6) buildable residential parcels.. The Organization agrees it will execute and submit any and all forms and documents required for the approval of the Lot Line Adjustment. The Organization must return excess property to the City within one hundred and twenty (120) days of finalizing the Lot Line Adjustment. If any of the foregoing requirements and timeframes under this Section 5 are not adhered to, the Organization shall be in default under this Agreement. 6. City Design Review. The Organization agrees to Provide the design, plans, and specifications for the Post Closing Obligations consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same. 7. Remedies Upon Default. In the event that the Organization fails to satisfactorily execute the Post Closing Obligations, or satisfactorily to prove such performance, the City shall have the right to re-enter and take possession of the Property and to terminate and revest in the City the estate conveyed to the Organization at Closing and all of the Organization's rights and interests in the Property without offset or compensation for the value of any improvements made by the Organization. 2 8. 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. 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. 9. 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. 10. 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. 11. Assignment. 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. 12. 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. 13. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 14. 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. [Signature page follows.] 3 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, INDIANA HABITAT FOR HUMANITY FOR ST. BOARD OF PUBLIC WORKS JOSEPH COUNTY, tlapk "�ZPT an Indiana non-profit corporation Elizabeth A. Maradik, President Joseph R. Molnar, Vice President By: Gary A. Gilot, Member Murray L. Miller, Member Jordan V. Gathers, Member r�14 Attest: Theresa M. Heffner, Clerk Date: June 27, 2023 Printed: Title: By: Printed: Title: 5 F'VHIRTT A Description of Property Parcel L• LOT 112 CUSHING & LINDSEY Tax ID: 018-1070-2966 Parcel Number: 71-08-02-406-010.000-026 Commonly Known: 715 Harrison Parcel II: S 32' LOT 113 CUSHING & LINDSEY Tax ID: 018-1070-2965 Parcel Number: 71-08-02-406-009.000-026 Commonly Known: 717 Harrison Parcel IIL• 14 Ft S Side Lot 114 & 18 Ft N Side Lot 113 Cushing & Lindsey Tax ID: 018-1070-2964 Parcel Number: 71-08-02-406-008.000-026 Commonly Known: 719 Harrison Parcel IV: Lot 115 Cushing & Lindsey & S 1/2 Vac Alley 01-02 Alley Vac Ord 9105-00 Tax ID: 018-1070-2962 Parcel Number: 71-08-02-406-006.000-026 Commonly Known: 727 Harrison EXHIBIT B Articles of Incorporation of Habitat for Humanity of St. Joseph County [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Quit Claim Deed AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. 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 Habitat for Humanity of St. Joseph County, an Indiana non-profit corporation, with its registered address being 402 E. South Street, South Bend, Indiana 46601 (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"): Parcel I: LOT 112 CUSHING & LINDSEY Tax ID: 018-1070-2966 Parcel Number: 71-08-02-406-010.000-026 Commonly Known: 715 Harrison Parcel IL• S 32' LOT 113 CUSHING & LINDSEY Tax ID: 018-1070-2965 Parcel Number: 71-08-02-406-009.000-026 Commonly Known: 717 Harrison Parcel III: 14 Ft S Side Lot 114 & 18 Ft N Side Lot 113 Cushing & Lindsey Tax ID: 018-1070-2964 Parcel Number: 71-08-02-406-008.000-026 Commonly Known: 719 Harrison Parcel IV: Lot 115 Cushing & Lindsey & S 1/2 Vac Alley 01-02 Alley Vac Ord 9105-00 Tax ID: 018-1070-2962 Parcel Number: 71-08-02-406-006.000-026 Commonly Known: 727 Harrison 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 day of 4'uA e , 2023. GRANTOR: City of South Bend, Indiana, by and through its Board of Public Works By: Elizabe aradik , President ATTEST: By: j Theresa Heffner, Clerk STATE OF INDIANA } ) SS: ST. JOSEPH COUNTY } Before me, the undersigned, a Notary Public for and in said County and State this,) #lday of \iA M J, 2023, personally appeared Elizabeth Maradik and Theresa Heffner, 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 su cribed my name and affixed my official seal. (SEA LAURA 0. HENSLEY Notary Public - Seal St Joseph County - state of Indiana tary Public Commission NumberNP0732150 Resident of} .�yL`h, Cou ty, My Commission Expires Mar 3, 2029 Commission expires: Ldcl I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required bylaw. /s/ Danielle Campbell Weiss Prepared by Danielle Campbell Weiss, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 • ' • Habitat 1 for Humanity' April 13, 2018 HFH of St. Joseph County 402 E South St South Bend, IN 46601-2416 RE: 501(c)(3) Letter for HFH of St. Joseph County, Partner ID# 0166-8234 Dear Affiliate Leader: Help build it! This letter will confirm that HFH of St. Joseph County, with employer identification number 31-1196894, is considered a subordinate under the group tax exemption umbrella of Habitat for Humanity International, Inc. ("HFHI") under Section 501(c)(3) of the Internal Revenue Code. The group exemption number assigned to HFHI by the IRS is 8545. This number may be provided to prospective donors, foundations and other grant organizations as they request it and is required on certain IRS forms. Enclosed is a copy of the determination letter dated February 23, 2018, provided by the IRS as evidence of HFHI's tax exempt status as well as its group exemption. The determination letter, together with this letter, confirms HFH of St. Joseph County's subordinate status and provides evidence of its tax exempt status under Section 501(c) (3) of the Code. In partnership, Beverly Huffman Director, US/Canadian Support Services Center Habitat for Humanity International 877-434-4435 USSupportCenter(@habitat.org_• habitat.org I Habitat. We build. Enclosure INTERNATIONAL HEADQUARTERS: 121 Habitat St., Americus, GA 31709-3498 USA www.babitat.org (229) 924-6935 toil free (800) 422-4828 Internal Revenue Service P. O. Box 2608 Cincinnati, OH 45201 Date: February 23, 2018 HABITAT FOR HUMANITY INTERNATIONAL INC HABITAT FOR HUMANITY INTRNL PARENT % MICHAEL E CARSCADDON 270 PEACHTREE ST NW STE 1300 ATLANTA, GA 30303 Dear Sir or Madam: Department of the Treasury Person to Contact: #0196814 Ms. Benjamin Employer Identification Number: 91-1914868 Group Exemption Number: 8545 This is in response to your request dated January 10, 2018 for information about your tax-exempt status. Our records indicate we issued a determination letter to you in January 1987, and that you're currently exempt under Internal Revenue Code (IRC) Section 501(c)(3). We also recognized the subordinates on the list you submitted as exempt from federal income tax under IRC Section 501(c)(3). For federal income tax purposes, donors can deduct contributions they make to you as provided in IRC Section 170. You're also qualified to receive tax deductible bequests, legacies, devises, transfers, or gifts under IRC Sections 2055, 2106 and 2522. Because IRC Section 170(c) describes your subordinate organizations, donors can deduct contributions they make to them. Please refer to www.irs.gov/charities for information about filing requirements. Specifically, IRC Section 60336) provides that, if you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked on the filing due date of the third required return or notice. In addition, each subordinate organization is subject to automatic revocation if it doesn't file a required return or notice for three consecutive years. Subordinate organizations can file required returns or notices individually or as part of a group return. For tax forms, instructions, and publications, visit www.irs.gov or call 1-800-TAX-FORM (1-800-829-3676). If you have questions, call 1-877-829-5500 between 8 a.m. and 5 p.m., local time, Monday through Friday (Alaska and Hawaii follow Pacific Time). Sincerely yours, Stephen A. Martin Director, Exempt Organizations Rulings and Agreements Aug-27-01 09:59A The Troyer Group,Inc 219 457-B053 P.02 AUL-24-01 16:23 Frae:BANEA 1 OANIELS 2192391002 T-773 P.02 16-373 Aug-14-01 0212Bpop Frem-10oI T-041 P.002/010 F�141 State of ftdiatnra Office of the Seelretary of State CERTIFICATE OF AlYMNDED AND RESTATED ARTICLES OF INCORPORATION of uABITAT FOR HVJt ANITV Or ST $OSEPH COUNTY INC 1, SUE ANNE GILROY, Secretary of 5tate of Indiana, hereby certify that Amended and Restated Articles of the above Non -Profit Domestic Corporation have bccn presented tome nt my office, accompanied by the fees prescribed bylaw and that the documeruatioli presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation AR of 1991. NOW. THEMOAL, with this doCumenrl certify that Said ttansactlon will become cffacdve Wednwdey, August 22, 2001. In Witness WhercoE I have caused to W afhxcd my signature and the seal of the Smte of Indiano, at the City of Indlacapo►ia, August 22, 2001. SUE ANNE GIROY, SECRETARY OF STATE I 190703-2 55 / 200100241"06 p RESTATED AND AMENDED ARTICLES OF INCORPORATION OF Or "HABITAT FOR HUMANrFY OF ST JOSEPII COUNTY INC. I>abitat For Humanity of St. Joseph County, Inc. (the "Corporation"), existing pursuant to the Indiana Nonprofit Corporation Act of 1991, desiring to give notice of corporate action effectuating an amendment and restatement of its Articles of Incorporation, sets forth the following facts: Article I Restatement Section 1. The date of incorporation of the Corporation is March 6, 1987. Section 2. The name of the Corporation is Habitat For Humanity of St. Joseph County, Inc. Section 3. Upon effectiveness of these Articles of Restatement, the Corporation's Articles of Incorporation shall be amended and restated in their entirety in the form attached and marked Exhibit A. Section 4. The effective date of the Restated and Amended Articles of Incorporation shall be upon filing with the Indiana Secretary of State. Article 11 Manner o£Adoption and Vote Section 1. These Restated and Amended Articles of Incorporation were duly adopted by the Board of Directors of the Corporation on the 18'h day of February, 1999. Section 2. The manner of the adoption of the Restated and Amended Articles of incorporation and the vote by which they were adopted constitute full legal compliance with the provisions of the laws of the State of Indiana and the Corporation's Articles of Incorporation and By-laws. IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed these Articles of Restatement and verifies, subject to penalties of perjury, that the statements contained herein are true as of thisst day of A� f , 2001. HABITAT FOR HUMANITY OF ST. JOSEPH COUNTY, INC. By: Charles Dixon, Execu ' e Dueetor RESTATED AND AMENDED ARTICLES OF INCORPORATION OF HABITAT FOR HUMANITY OF ST. JOSEPH COUNTY, INC. ARTICLE I Name The name of the Corporation is Habitat For Humanity of St. Joseph County, Inc. ARTICLE II Purposes This Corporation is a mutual benefit corporation that shall be organized and operated for any lawful activity pursuant to the act. Without limiting the foregoing general statement of purposes, the Corporation will operate exclusively for charitable, educational and scientific purposes, including improvement of the condition of the poor, the distressed and underprivileged; reduction inneighborhood tensions, community deterioration; elimination of prejudice and discrimination; and defense of human and civil rights secured by law. In addition, the Corporation may, to the extent permitted of a mutual benefit corporation described in the Act, build or rehabilitate houses in St. Joseph County, Indiana for resident families in need of simple decent housing; work to guarantee the right to a simple decent home for all families of St. Joseph County, Indiana; and work to eliminate poverty and substandard housing from St. Joseph County, Indiana. ARTICLE III Powers Subject to and in furtherance of the purposes for which it is organized, the Corporation shall possess, in addition to the general rights, privileges, and powers conferred by law, the following rights, privileges, and powers: Section 1. To continue as a corporation under its corporate name perpetually. Section 2. To sue, be sued, complain, and defend in the Corporation's corporate name. Section 3. To have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument. Section 4. To make or amend bylaws not inconsistent with the Corporation's Articles of Incorporation or with Indiana law for managing the affairs of the Corporation. Section 5. To purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located. Section 6. To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of the Corporation's property. Section 7. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity. Section S. To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the Corporation's obligations by mortgage or pledge of any of the Corporation's property, franchises, or income. Section 9. To lend money, invest and reinvest the Corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under applicable law. Section 10. To be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust, or other entity. Section 11. To conduct the Corporation's activities, locate offices, and exercise the powers granted to it inside or outside Indiana. Section 12. To elect directors, elect and appoint officers, and appoint employees and agents of the Corporation, define the duties and fix the compensation of directors, officers, employees, and agents. Section 13. To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the Corporation's current or former directors, officers, employees, and agents. Section 14. To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest. -2- cODMAWiODMAISafMAN 1:31140;2 Section 1 S. To carry on a business. Section 16. To have and exercise powers of a trustee as permitted by law, including those set forth in Indiana Code section 30-4-3-3 as it may be amended from time to time. Section 17. To purchase and maintain insurance on behalf of any individual who: (a) is or was a director, an officer, an employee, or an agent of the Corporation; or (b) is or was serving at the request of the Corporation as a director, an officer, an employee, or an agent of another entity; against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the Corporation would have power to indemnify the individual against the same liability under applicable law. Section 18. To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation. Section 19. To cease its activities and to dissolve and surrender its corporate franchise. Section 20. To indemnify any person against liability and expenses, and to advance the expenses incurred by such person, in connection with the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, and whether formal or informal, to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law. ARTICLE IV Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE V Registered Agent and Registered Office Section 1. The name and address of the registered agent in charge of the Corporation's registered office are John Butkovich, Habitat For Humanity of St. Joseph County, Inc., 402 E. South Street, South Bend, Indiana 46601. -3- ::ODMAXM1iODMMSa1MAN I;71140;2 Section 2. The street address of the registered office of the Corporation is 402 E. South Street, South Bend, Indiana 46601. ARTICLE VI Members The Corporation shall have no members. ARTICLE VII Directors The exact number of directors of the Corporation shall be specified in or fixed in accordance with the Bylaws of the Corporation at a number no greater than twenty-five (25) and no smaller than eleven (11). ARTICLE VIII Election of Directors Section 1. The directors of the Corporation shall be elected by the directors of the Corporation. Section 2. Except as otherwise provided in these Articles of Incorporation, each member of the Board of Directors shall serve for terms as specified in or fixed in accordance with the Bylaws of the Corporation. A director may serve any number of consecutive or nonconsecutive terms. Section 3. A director may be removed, with or without cause, by a majority of directors then in office. ARTICLE IX Regulation of Corporate Affairs The affairs of the Corporation shall be subject to the following provisions: Section1. Subject to the provisions of these Articles ofIncorporation and applicable law, the Board of Directors shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation. -4- .'ODMAIMHODMA\Sa1MANJ;I I I40;2 Section 2. The power to make, alter, amend, and repeal the Corporation's Bylaws shall be vested in the Board of Directors. Section 3. No director of the Corporation shall be liable for any of its obligations. Section 4. Meetings of the Board of Directors may be held at any location, either inside the State of Indiana or elsewhere. Section 5. All parties dealing with the Corporation shall have the right to rely upon any action taken by the Corporation pursuant to authorization by the Board of Directors by resolution duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable law. Section 6. (a) To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be incurred by her or him in connection with or resulting from any claim, action, suit or proceeding (i) if such person is wholly successful with respect thereof or, (ii) if not wholly successful, then if such person is determined as provided in paragraph (e) of this Section 6 to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any case not involving the person's official capacity with the Corporation, in what he or she reasonably believed to be not opposed to the best interests of the Corporation) and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that the conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Section 6. (b) As used in this Section 6, the terms "claim, action, suit or proceeding" shall include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise), civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or her or his heirs or personal representatives) may become involved, as a party or otherwise: (i) By reason of her or his being or having been a director or officer of the Corporation or of any corporation where he or she served as such at the request of the Corporation, or (ii) By reason of her or his acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust or other organization or entity where he or she served as such at the request of the Corporation, or -5- ::oDMMA1HDDMAL9a1MAN1;J 1140,2 (iii) By reason of any action taken or not taken by her or him in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred. (c) As used in this Section 6, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person. (d) As used in this Section 6, the term "wholly successful" shall mean (i) termination of any action, suit or proceeding against the person in question without any finding of liability or guilt against her or him, (ii) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit, or proceeding, or (iii) the expiration of a reasonable period of time after the making of any claim or threat of any action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement. (e) Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification (i) if special independent legal counsel, which may be regular counsel of the Corporation or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the referee), shall deliver to the Corporation a written finding that such person has met the standards of conduct set forth in the preceding paragraph (a) and (ii) if the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation. (f) The right of indemnification provided in this Section 6 shall be in addition to any rights to which any person may otherwise be entitled. Irrespective of the provisions of this Section 6, the Board of Directors may, at any time and from time to time, approve indemnification of directors, officers, or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions. (g) Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification. -6- ::OPMAXMH0DMAl5alMAN I;J 1140;2 (h) The Board of Directors is authorized and empowered to purchase insurance covering the Corporation's liabilities and obligations under this Section 6 and insurance protecting the Corporation's directors or officers, or other persons. Section 7. The Board of Directors may from time to time, in the Bylaws of the Corporation or by resolution, designate such committees as the Board of Directors may deem desirable for the furtherance of the purposes of the Corporation. Section 8. If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed, subject to any contractual or legal requirement, to any nonprofit corporation selected by the Board of Directors with purposes substantially similar to those of this Corporation. This instrument was prepared by Peter G. Trybula, Baker & Daniels, 205 W. Jefferson Blvd., Suite 250, South Bend, Indiana 46601. -7- ::ODMAU4NODMM561MAN I;711402 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 6/20/2023 Name Joseph Molnar Department DCI BPW Date 06/27/23 Phone Extension 6052 Review and Approval Required Prior to Submittal to Board Diversity Compliance ❑ Officer Name and Inclusion Officer BPW Attorney ❑ Attorney Name Dept. Attorney ® Attorney Name Purchasing ❑ Danielle Campbell Weiss Check the Appropriate Item Type — Required. for All Submissions ❑ Professional Services Agreement ❑ Contract ❑ Proposal ❑ Open Market Contract ❑ Amendment/Addendum ❑ Special Purchase, QPA ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Reject Bids/Quotes ❑ Proposal Opening ❑ C/O & PCA No. ❑ PCA ❑ Chg. Order, No. ❑ Traffic Control ❑ Resolution N Other: Transfer Agreement n Ease./Encroach Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Information Habitat for Humanitv of St. Joseph Coun ❑ Yes ❑ If Yes, Approved by Purchasing ❑ No ❑❑ ❑ MBE Completed E-Verify Form Attached ❑ Yes No Transfer of property to Habitat for Humanity Purpose/Description Request to transfer City property in the Near Northwest Neighborhood (715, 717, 719, 727 Harrison) to Habitat for Humanity for development of affordable housing. For Change Orders Only Amount of ❑ Increase $ ❑ Decrease ($ ) Previous Amount $ Increase Current Percent of Change: Decrease New Amount $ Increase Total Percent of Change: Decrease Time Extension Amount: New Completion Date: