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HomeMy WebLinkAboutReal Property Transfer Agreement - South Bend Heritage Foundation1316 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 November 28, 2023 Mr. Marco J. Mariani South Bend Heritage Foundation, Inc. 803 Lincoln Way West South Bend, IN 46616 marcomariani g sbheritage. org RE: Real Property Transfer Agreement Dear Mr. Mariani: At its November 28, 2023 meeting, the Board of Public Works approved the above referenced agreement for the transfer of eighteen (18) parcels to the South Bend Heritage Foundation for the purpose of developing affordable housing contingent upon receiving an award for grants from the IHCDA. Enclosed please find a copy of the agreement for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, Is/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BREANA N. MIcou REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of November 28" 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 the South Bend Heritage Foundation, Inc. (the "Organization"), an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West South Bend, IN 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 certain real property described in attached Exhibit A (the "Properties"). D. The Organization desires to acquire ownership of the Properties from the City for the opportunity to apply for low-income housing tax credits ("LIHTC") and desires to enter into an agreement for acquisition of the Properties. E. Pursuant to I.C. 36-1-114 (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 Properties 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 updated articles of incorporation dated November 121h 1993 (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 July 17, 1992 attached hereto as Exhibit C. 2. Transfer of Properties. The City desires to convey the Properties to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Properties, and any and all improvements located on the Properties, subject to the terms and conditions of this Agreement. 3. Use of Properties; Conting_ency_. The Organization agrees to use the Properties 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. Specifically, the Organization desires to acquire ownership of the Properties to apply for low-income housing tax credits for the construction of income -based housing with a minimum of twenty-two (22) housing units (the "Intended Use"). From and after the Acceptance Date, City agrees that City shall, at the request of the Organization and without cost to City, cooperate with the Organization in connection with any and all private and governmental approvals, rezoning, land subdivisions and other matters necessary for the Organization's Intended Use. In addition to any and all other conditions and contingencies in this Agreement, the Organization's obligations under this Agreement are hereby conditioned upon the Organization's receipt of a low-income housing tax credit ("LIHTC") reservation from the Indiana Housing and Community Development Authority ("IHCDA") for the Intended Use. In the event that the Organization obtains a LIHTC Reservation from IHCDA but is unable to obtain a commitment for an equity investment from a tax credit investor on terms that are satisfactory to the Organization, in the Organization's sole discretion and in an amount sufficient for the Intended Use, within six (6) months after obtaining the LIHTC Reservation from IHCDA, despite the Organization's best reasonable efforts, this Agreement shall terminate at the Organization's election. 4. Closing. Subject to the Organization's receipt of a LIHTC reservation from the IHCDA for the Intended Use, the City will convey title to the Properties to the Organization by delivery of the Deed in substantially the form attached hereto as Exhibit D, on or before December 31, 2024 (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 Development Obligations. Provided Closing occurs, within twelve (12) months after the Closing Date, the Organization will commence construction and redevelopment of the Properties. The redevelopment will consist of a minimum of twenty-two (22) housing units ("Property Improvements"). Promptly upon completing the Properties Improvements, the Organization will submit to the City copies of the certificate(s) of occupancy for the Property Improvements. The parties expect the Property Improvements to be completed within thirty (30) months of the Closing Date (the "Completion Date"). If the Property Improvements have not been substantially completed by the Completion Date, the Organization shall be in default under this Agreement. In anticipation of performing its obligations under this Section 5, the Organization shall also provide the designs, plans, and specifications for Property Improvements 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. Acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion, as defined in Section 6. The Organization covenants and agrees that neither the Organization nor any of the Organization's successors or assigns will change its use of the Properties from the Intended Use of the Properties defined above without obtaining City's prior consent to such change in writing. 6. Certificate of Completion. Promptly after the Organization completes the Property Improvements and proves the same to City's reasonable satisfaction in accordance with the terms of Section 5 above, upon the Organization's request, the City will issue to the Organization a certificate acknowledging such completion (the "Certificate of Completion"). 7. Notices. All notices, demands and communications required or which either party desires to give or make hereunder shall be effective if in writing signed by or on behalf of the Party giving or making the same, and if served/delivered to the addresses and/or fax numbers set forth below and in any of the following manners: (i) personally; (ii) by United States certified mail, return receipt requested; or (iii) by a national courier service for next business day delivery. To City: City of South Bend Attn: Joseph Molnar County -City Building, Suite 1400S 227 W. Jefferson Blvd. South Bend, IN 46601 With a copy to: City of South Bend Legal Department Attn: Corporation Counsel County -City Building, Suite 1200 S. 227 W. Jefferson Blvd. South Bend, IN 46601 To Organization: South Bend Heritage Foundation, Inc. Attn: Marco Mariani 803 Lincoln Way West South Bend, IN 46616 8. Remedies Upon Default. In the event the Organization fails to complete the Property Improvements or to comply with Section 5 above, or satisfactorily to prove such performance, then, in addition to pursuing any other remedies available at law or in equity, the City shall have the right to re-enter and take possession of the Properties 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 Properties without offset or compensation for the value of any improvements made by the Organization. In the event City pursues legal action (including arbitration) to enforce or interpret this Agreement, the Organization shall pay City's reasonable attorneys' fees and other costs and expenses (including expert witness fees). The Parties agree that the City's conveyance of the Properties to the Organization at Closing will be made on the condition subsequent set forth in the foregoing sentence and the terms of this Section 5 will be referenced in the deed. 9. No Warranties. The Organization agrees to accept the Properties 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 Properties. 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 Properties. 10. Remedies. Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non -defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non -defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties' respective rights and remedies concerning this Agreement and the Properties are cumulative. 11. Commissions. The Parties mutually acknowledge and warrant to one another that neither the Organization nor the City is represented by any broker in connection with the transaction contemplated in this Agreement. The Organization and the City agree to indemnify and hold harmless one another from any claim for commissions in connection with the transaction contemplated in this Agreement. 12. Indemnity. The Parties agree to indemnify, save harmless, and defend each other from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either Party may subsequently incur, become responsible for, or pay out as a result of a breach by the other Party. 13. 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 Properties 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 Properties, 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. 14. 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. 15. Assi nment. 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 M 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. 16. 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. 17. Dis ute Resolution, Waiver of Ju Trial. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 18. Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 19. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 20. 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. 21. Time. Time is of the essence in this Agreement. [Signature page follows.] 5 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 BOARD OF PUBLIC WORKS laa(4 e�--�T� Elizabeth A. Maradik, President Gary A. Gilot, Member Murray L. Miller, Member Joseph R. Molnar, Vice President Briana Micou, Member Attest: Theresa M. Heffner, Clerk Date: November 28, 2023 0 SOUTH BEND HERITIAGE FOUNDATION, INC., an Inrdiana non -pro i corporat'on .N By: �(�i•�.V Printed: �i • U�' j Title: ��1C(,(,�I (�- 1�/11►�-f c- �D� By: Printed: Titl EXHIBIT A Description of Properties PARCEL I: ADDRESS: 1151 E Miner St. PARCEL STATE ID: 71-09-06-351-027.000-026 PARCEL ID: 018-5082-2879 LEGAL DESCRIPTION: LOT 28 PARK PL ADD PARCEL II: ADRESS: 1229 N Elmer PARCEL STATE ID: 71-08-03-201-041.000-026 PARCEL ID: 018-2086-3224 LEGAL DESCRIPTION: LOT 310 MAYRS MICH AVE ADD PARCEL III: ADDRESS: 1605 Leer Street PARCEL STATE ID: 71-09-18-307-016.000-026 PARCEL ID: 018-7084-3058 LEGAL DESCRIPTION: LOT 9 EX 25 FT X 40 FT NW COR DEMLERS 2ND ADD PARCEL IV: ADDRESS: 1214 E Indiana Street PARCEL STATE ID: 71-09-18-307-004.000-026 PARCEL ID: 018-7084-3047 LEGAL DESCRIPTION: LOT 310 MAYRS MICH AVE ADD PARCEL V: ADDRESS: 441 S Brookfield Street PARCEL STATE ID: 71-08-10-426-025.000-026 PARCEL ID: 018-4013-0448 LEGAL DESCRIPTION: Lot 151 Summit Place 2nd Add PARCEL VI: ADDRESS: 426 Harrison Avenue PARCEL STATE ID: 71-08-02-456-005.000-026 PARCEL ID: 018-1030-1321 LEGAL DESCRIPTION: LOT 36 FUERBRINGERS 3RD ADD PARCEL VII: ADDRESS: 441 S Pulaski Street PARCEL STATE ID: 71-08-10-428-025.000-026 PARCEL ID: 018-4012-0419 LEGAL DESCRIPTION: LOT 45 SUMMIT PL 1 ST ADD PARCEL VIII: ADDRESS: 1029 W Oak Street PARCEL STATE ID: 71-08-02-379-040.000-026 PARCEL ID: 018-1033-1457 LEGAL DESCRIPTION: LOT 13 WILLIAM MILLERS ADD PARCEL IX: ADDRESS: 246 N Kenmore Street PARCEL STATE ID: 71-08-09-226-006.000-026 PARCEL ID: 018-4115-4359 LEGAL DESCRIPTION: Lot G Replat Of Lots 1079 1080 Lasalle Park 2nd Plat PARCEL X: ADDRESS: 319 O'Brien Street PARCEL STATE ID: 71-08-03-460-010.000-026 PARCEL ID: 018-2024-0741 LEGAL DESCRIPTION: S 1/2 LOT 12 WHEELERS SUB PARCEL XI: ADDRESS: 917 N Elmer St PARCEL STATE ID: 71-08-03-259-013.000-026 PARCEL ID: 018-2031-1028 LEGAL DESCRIPTION: LOT 15 J MILLERS ADD PARCEL XII: ADDRESS: 722 N Scott St PARCEL STATE ID: 71-08-02-430-007.000-026 PARCEL ID: 018-1057-2426 LEGAL DESCRIPTION: LOT 13 AGR SOC ADD PARCEL XIII: ADDRESS: 903 College St PARCEL ID STATE: 71-08-03-285-011.000-026 PARCEL ID: 018-2072-2667 LEGAL DESCRIPTION: LOT 52 AUGUSTINES ADD PARCEL XIV ADDRESS: 1220 Humboldt Street PARCEL STATE ID: 71-08-02-176-015.000-026 PARCEL ID: 018-1092-3904 LEGAL DESCRIPTION: LOT 341 VASSAR PARK ADD PARCEL XV: ADDRESS: 1243 Eclipse Place PARCEL STATE ID: 71-08-03-106-012.000-026 PARCEL ID: 018-2045-1569 LEGAL DESCRIPTION: LOT 120 LINCOLN TERRACE ADD PARCEL XVI: ADDRESS: 1101 N Elmer Street PARCEL STATE ID: 71-08-03-251-026.000-026 PARCEL ID: 018-2090-3402 LEGAL DESCRIPTION: LOT 290 MAYRS MICH AVE ADD PARCEL XVII: ADDRESS: 1421 Medora Street PARCEL STATE ID: 71-03-35-355-024.000-026 PARCEL ID: 018-2159-5849 LEGAL DESCRIPTION: LOT 6 AUSTIN PK PARCEL XVIII: ADDRESS: 1250 Kinyon Street PARCEL STATE ID: 71-03-35-376-009.000-026 PARCEL ID: 018-2164-6004 LEGAL DESCRIPTION: LOT 183 2ND PLAT OF NORTHWEST ADD EXHIBIT B Articles of South Bend Heritage Foundation Incorporation [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Special Warranty Deed AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. Multiple See Attached SPECIAL WARRANTY 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 SPECIALLY WARRANTS TO South Bend Heritage Foundation, Inc an Indiana non- profit corporation, with its registered address being 803 Lincoln Way West South Bend, IN 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,,): See Attached Exhibit A The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor during its ownership thereof and not otherwise. Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record. The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. Pursuant to Section 5 of the Real Property Transfer Agreement, the Grantor conveys the Property to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the Property Improvements, or satisfactorily to prove such performance, then, in accordance with Section 8 of the Real Property Transfer Agreement, the Grantor shall have the right to re-enter and take possession of the Property and to terminate and revest in the Grantor the estate conveyed to the Grantee by this deed and all of the Grantee's rights and interests in the Property without offset or compensation for the value of any improvements to the Property made by the Grantee. The recordation of a Certificate of Completion in accordance with Section 6 of the Real Property Transfer Agreement will forever release and discharge the Grantor's reversionary interest stated in this paragraph. 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 Claun Deed and that all action necessary to complete this conveyance on Grantor's behalf has been duly taken. r Yw1 . Dated this -�i � day of f I oV ?i'1be c , 2023. GRANTOR: City of South Bend, Indiana, by and through its Board of Public War , By: Elizabethwadi , IL iesdent ATTEST: By: lteresa He ner, Clerk STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State this c2?01day of 01i f6nlef, 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 WI'f NES INHER ,OE, I It v li reunto s bscribed my name and affixed my official seal. LAURA D. HENSLEY (SEAL) Notary Public - Seal St Joseph County - State of Indiana Commission Number NP0732150 Notary Public My Commission Expires Mar 3, 2029 Resident of 6J • :fu S-e37 1 County, Zadi'R1,7 A Commission expires: Imarelrt 33�UaC) 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. Is/Danielle Campbell 11"eiss Prepared by Danielle Campbell Weiss, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 EXHIBIT A Parcels for Transfer PARCELI: ADDRESS: 1151 E Miner St. PARCEL STATE ID: 71-09-06-351-027.000-026 PARCEL ID: 018-5082-2879 LEGAL DESCRIPTION: LOT 28 PARK PL ADD PARCEL II: ADRESS: 1229 N Elmer PARCEL STATE ID: 71-08-03-201-041.000-026 PARCEL ID: 018-2086-3224 LEGAL DESCRIPTION: LOT 310 MAYRS MICH AVE ADD PARCEL III: ADDRESS: 1605 Leer Street PARCEL STATE ID: 71-09-18-307-016.000-026 PARCEL ID: 018-7084-3058 LEGAL DESCRIPTION: LOT 9 EX 25 FT X 40 FT NW COR DEMLERS 2ND ADD PARCEL IV: ADDRESS: 1214 E Indiana Street PARCEL STATE ID: 71-09-18-307-004.000-026 PARCEL ID: 018-7084-3047 LEGAL DESCRIPTION: LOT 310 MAYRS MICH AVE ADD PARCEL V: ADDRESS: 441 S Brookfield Street PARCEL STATE ID: 71-08-10-426-025.000-026 PARCEL ID: 018-4013-0448 LEGAL DESCRIPTION: Lot 151 Summit Place 2nd Add PARCEL VI: ADDRESS: 426 Harrison Avenue PARCEL STATE ID: 71-08-02-456-005.000-026 PARCEL ID: 018-1030-1321 LEGAL DESCRIPTION: LOT 36 FUERBRINGERS 3RD ADD PARCEL VII: ADDRESS: 441 S Pulaski Street PARCEL STATE ID: 71-08-10-428-025.000-026 3 PARCEL ID: 018-4012-0419 LEGAL DESCRIPTION: LOT 45 SUMMIT PL 1 ST ADD PARCEL VIII: ADDRESS: 1029 W Oak Street PARCEL STATE ID: 71-08-02-379-040.000-026 PARCEL ID: 018-1033-1457 LEGAL DESCRIPTION: LOT 13 WILLIAM MILLERS ADD PARCEL IX: ADDRESS: 246 N Kenmore Street PARCEL STATE ID: 71-08-09-226-006.000-026 PARCEL ID: 018-4115-4359 LEGAL DESCRIPTION: Lot G Replat Of Lots 1079 1080 Lasalle Park 2nd Plat PARCEL X: ADDRESS: 319 O'Brien Street PARCEL STATE ID: 71-08-03-460-010.000-026 PARCEL ID: 018-2024-0741 LEGAL DESCRIPTION: S 1/2 LOT 12 WHEELERS SUB PARCEL XI: ADDRESS: 917 N Elmer St PARCEL STATE ID: 71-08-03-259-013.000-026 PARCEL ID: 018-2031-1028 LEGAL DESCRIPTION: LOT 15 J MILLERS ADD PARCEL XII: ADDRESS: 722 N Scott St PARCEL STATE ID: 71-08-02-430-007.000-026 PARCEL ID: 018-1057-2426 LEGAL DESCRIPTION: LOT 13 AGR SOC ADD PARCEL XIII: ADDRESS: 903 College St PARCEL ID STATE: 71-08-03-285-011.000-026 PARCEL ID: 018-2072-2667 LEGAL DESCRIPTION: LOT 52 AUGUSTINES ADD PARCEL XIV ADDRESS: 1220 Humboldt Street PARCEL STATE ID: 71-08-02-176-015.000-026 PARCEL ID: 018-1092-3904 LEGAL DESCRIPTION: LOT 341 VASSAR PARK ADD 4 PARCEL XV: ADDRESS: 1243 Eclipse Place PARCEL STATE ID: 71-08-03-106-012.000-026 PARCEL ID: 018-2045-1569 LEGAL DESCRIPTION: LOT 120 LINCOLN TERRACE ADD PARCEL XVI: ADDRESS: 1101 N Elmer Street PARCEL STATE ID: 71-08-03-251-026.000-026 PARCEL ID: 018-2090-3402 LEGAL DESCRIPTION: LOT 290 MAYRS MICH AVE ADD PARCEL XVII: ADDRESS: 1421 Medora Street PARCEL STATE ID: 71-03-35-355-024.000-026 PARCEL ID: 018-2159-5849 LEGAL DESCRIPTION: LOT 6 AUSTIN PK PARCEL XVIII: ADDRESS: 1250 Kinyon Street PARCEL STATE ID: 71-03-35-376-009.000-026 PARCEL ID: 018-2164-6004 LEGAL DESCRIPTION: LOT 183 2ND PLAT OF NORTHWEST ADD 5 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT To Whom These Presents Come, Greeting: WHEREAS, there has been presented to me at this office, Articles of Amendment for: SOUTH BEND HERITAGE FOUNDATION, INC. and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended. NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of. State of Indiana, hereby certify that I have this day filed said articles in this office. The effective date of these Articles of Amendment is November 12, 1993. STA In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twelfth day of November , 1993 I/- ow-eL� JOSEPH H. IIOGSETT, Secretary of State By &t4-O� Deputy AA Apo- Vt D INS. SE��h t C0 oFS,ArE ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF SOUTH BEND HERITAGE FOUNDATION, INC. cC3 The above corporation ( the Corporation") existing fursuc&:..t tc : '�tlna Indiana Not -for -Profit Corporation Act of 1971, as, am4'ded (the "Act") , desiring to give notice of corporate action effectua:.ti ,g amendment of certain provisions of its Articles of.'Incoi'lioratign, certifies the following facts: N ARTICLE I cn ' Amendments w SECTION 1.1: The name of the Corporation following this amendment is South Bend Heritage Foundation, Inc. SECTION 1.2: The exact text of Article II, Section A of the Articles of Incorporation (the "Articles"), as amended, supersedes and takes the place of the previously existing Section A of Article II and is now as follows: A. Educational and Charitable Purposes. To employ the corporate organization of the Foundation solely for educational and charitable purposes, including the advancement of knowledge in the State of Indiana pertaining to historical and architecturally significant sites and structures, the promotion of low income and affordable housing, and the provision of decent housing that is affordable to low-income and moderate -income persons, and in furtherance of such educational and charitable purposes to own, preserve, redevelop, construct, improve, renovate, and maintain sites and structures of historical, architectural, educational and cultural significance within St. Joseph County, Indiana (such area being hereinafter referred to as the "Foundation Area"), and sites and structures which provide decent housing that is affordable to low-income and moderate -income persons within the Foundation Area. SECTION 1.3: The exact text of Article II, Section D, of the Articles, as amended, supersedes and takes the place of the previously existing Section D of Article II and is now as follows: D. Promotion and Provision of Decent Housing Affordable to Low -Income and Moderate -Income Persons. To employ the corporate organization of the Foundation in furtherance of its charitable purpose by promoting low-income and affordable housing and by providing decent housing that is affordable to low-income and moderate -income persons, thus minimizing displacement and gentrification which often accompany the revitalization of historic areas and districts. SECTION 1.4: The exact text of Article VI, Section 1, of the Articles, as amended, supersedes and takes the place of the previously existing Section 1 of Article VI and is now as follows: Section 1. Number of Directors; Quorum. The Board of Directors shall be composed of no fewer than nine (9) and no more than thirty (30) directors; provided, however, that the exact number of the directors shall be prescribed from time to time in the bylaws of the Corporation and provided further that under no circumstances shall the minimum number be less than three (3). At any meeting of the Board of Directors, the presence of one-third of the total number of directors, but in no case less than two (2), shall constitute a quorum for the transaction of any business. SECTION 1.5: Article VI, Section 7, shall be deleted in its entirety. ARTICLE II Manner of Adoption and Vote Section 2.1. Action by Directors. The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of Articles II.A, II.D, VI.1 and VI.7 of the Articles of Incorporation and directing a meeting of the members, to be held on February 25, 1993, allowing such members to vote on the proposed amendment. The resolution was adopted by a vote of the Board of Directors at a meeting held on February 25, 1993, at which a quorum of such Board was present. Section 2.2. Action by Members. The members of the Corporation entitled to vote in respect to the Articles of Amendment adopted the proposed amendment. The proposed amendment was adopted by a vote of such members during the meeting called by the Board of Directors. The result of such vote is as follows: MEMBERS ENTITLED TO VOTE: 24 MEMBERS VOTED IN FAVOR: 11 MEMBERS VOTED AGAINST: 0 N Section 2.3. Compliance with Legal Requirements. The manner of the adoption of the 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 Bylaws of the Corporation. IN WITNESS WHEREOF, the undersigned officer executes these Articles of Amendment of the Articles of Incorporation of the Corporation, and verifies subject to the penalties of e jury that the facts contained herein are true, this � day of e 1993. William A. Welsheimer, Jr. Its: President This instrument was prepared by Eugenia S. Schwartz, Attorney at Law, NICKLE & PIASECKI, 205 W. Jefferson Blvd., Suite 600, South Bend, Indiana, 46601 C] •1111••i • < L r.rra 1 t easut}' ►rt�rrtr�r 11t t�rcl rrr° 11;r r r : JUL I i 1997 .Soar h ►ierrrl 11er• I r rrhe F'rnrrtdat1(111 tnc nr:o I rlwn { Soo( It !lend, IN 46616 - 1 195 1'. 0- Box 25011 Clrrclnnatl, UN 1i5201. Per con to G'rnrtact: Gcrr'dcrtt Sc•huur Cont:nct Telrphone Ntr►Irlrel.': S 13 -GA/o -39 57 f'eder•nl Idrntlflcntl.on Number: 23-739432u Vent- Sir or- 11adanr: 'Phonic parr fcrr- snhmlttl►Ig the ltrformatlorl shown below. We have made It part of* }•our• 1 t le. The channe^ Indlcnted cto not adversely nftect. your exempt status and the e.xemlrtic►Ir letter lssued to you contlrrtres In effect. Cteace let: rrc lulorr nbotrt any future change !n flit- cltar•acter, lit Irlynse, method of opernr,tou, nnnre or address of your orgarrizatlon. This Is a rrgttlremer►t for retalrrinl; your exempt status. 7-hnrlk you Iot- your cooperrtt:lou. . IICe 'ely yours. Robert 7'. ,Iolnrso►1 lllstrlct Olrector Itrill: nrtictrs crf Anrrndmeut: to the Article.-; of lncorporatl�n dated Irrcrnrlrer 27, 19911. I n t c r n a 1 R0V0:fur OCT 2 2 1979 Derarttiiet �„ �:� . �:�ury 'Alashinak- n. DC 2022,1 Southold Heritage Foundation, Inc. 620 West Washington Ave. South Bend, Indiana 46601 Dear Applicant: Person to Contact:' > ja Pa.-0:% j Telephone NVMr cr: f?r P�pV%, !O: E:E0:T:R:2-6 D=tc. We have considered your application for recognition of exempt status from Federal income tax as an organization described in section 501(c)(3) of the Internal Revenue Code. The information presented indicates that you were incorporated on July 11, 1974, under the non-profit corporation laws of Indiana for charitable and educational purposes. In furtherance of these purposes you own, preserve, redevelop, improve, renovate, and maintain sites and stuctures of historical., architectural. and educational significance in St. Joseph County, Indiana. Your activities are primarily conducted in the [lest Washington Historic District in South Bend. This district is listed on the National Register for Historic Places. In carrying out your purposes a substantial part of your activities consist of either the acquisition and resale of historically significant properties, or the making of loans to owners of such properties. Other activities, carried out in the same manner, consist of combatting community deteriora- tion by engaging in redevelopment and renovation of deteriorated housing. Your loans are of two varieties, either short term loans of one year or less, or long term loans. Some of the funds for these loans come from Community Development grants which stipulate the interest rate to be charged, based on income and family size. Other loans are from funds you have received from a variety of sources. These loans are offered at a rate of interest which is one percent below the current prime rate. Where you acquire historic structures you either rehabilitate and restore them yourself before you sell them or else sell them with the agreement that the buyer will rehabilitate and restore the structures. Whether you either buy the structure and resell it, or make a loan to owners of a structure in order for them to restore it, you place restrictive covenants or facade easements in the title to the property. These require that there be no alteration, demolition, addition, or other structural change to the structure, nor any change in materials used on the surface, and that no new or different buildings or improve- ments be constructed on the property. You additionally require that in the event the purchaser wishes to dispose of the property you be given a right of first refusal. Where Federal funds are used the general public will be given access in accordance with existing Federal regulations. - 2 - Southold Heritage Foundation, Inc. You require that applicants for funds.submit detailed plans for restora- tion of the property. You then inspect the work to insure compliance with the plans and only release funds in such a manner as to insure that funds allocated for a project are being used as intended.. Additional activities which you are involved in are educational in nature. You generate public awareness of historic and architectural significance of the area by sponsoring periodic workshops, open -houses,' guest speakers, and a walking tour of the historic district. Based on this information, and on the information supplied in your application, and assuming your operation will be as stated above and in your application, we have determined that 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 sections 509(a)(1) and 170(b)(1)(A)(vi) of the Code. + If your sources of support, or your purposes, character, or method of operation change, please let your key district know so that office can consider the effect of the change on your exempt status and founda- tion status. Also, you should inform your key District Director 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 your key District Director. 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 questions about excise, employment, or other Federal taxes, contact any Internal Revenue Service office. 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. - 3 - A. Southold Heritage Foundation, Inc. You must file Form 990, Return of Organizaton Exempt from Income Tax. 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 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 reasonably cause for the delay. 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 deter- mining 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. We are informing your key District Director of this action. Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. This ruling letter supersedes the previous outstanding denial letter issued by the Cincinnati key District on May 14, 1976. if you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, Peter K. Bros Chief, Rulings Section 2 Exempt Organizations Technical Branch BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11 /21 /2023 Name Joseph Molnar Department DCI BPW Date 11/28/23 Phone Extension 6052 Review and Approval Required Prior to Submittal to Board Diversity Compliance ❑ Officer Name and Inclusion Officer BPW Attorney ❑ Attorney Name Michael Schmidt 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 South Bend Heritage Foundation ❑ Yes ❑ If Yes, Approved by Purchasing ❑ No ❑❑ ❑ MBE Completed E-Verify Form Attached ❑ Yes No Transfer of property to South Bend Heritage Foundation Purpose/Description Request to transfer eighteen (18) parcels to the South Bend Heritage Foundation for the purpose of developing affordable housing contingent upon SBH receiving award of grants from the IHCDA. For Change Orders Onl 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: