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HomeMy WebLinkAboutReal Property Transfer Agreement - 324 Cottage Grove - SB Mutual Housing Co-Op1316 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 January 23, 2024 Ms. Christine Deutscher South Bend Mutual Housing Cooperative 724 W. Washington Ave. South Bend, IN 46601 cdeutscher. ndak gmail. com RE: Real Property Transfer Agreement Dear Ms. Deutscher: At its January 23, 2024 meeting, the Board of Public Works approved the above referenced agreement for the request to transfer city property at 324 Cottage Grove for the development of affordable housing. 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, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BRIANA N. MIcou fJi111�1E� tti] � oT�. �'I<fri:�►�] �l 1�.:�Iel.;a t11.�1u 1_al�.l� This Real Property Transfer Agreement is entered into as of January 23, 2024 (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 Mutual Homes Cooperative an Indiana non-profit corporation, with its registered address being 724 W Washington South Bend IN 46601 (the "Organization") (each a "Party," and together the "Parties"). 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(cx3) 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 Exhibit A (the "Property"). D. The Organization desires to acquire ownership of the Property from the City. 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: L QmWifications ofQrgattizati M. 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 June 8, 2015 (the "Articles"), attached hereto as Exhibit 13 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 June 14, 2018, attached hereto as Exhibit C. 2. Transfer of„EMWjg. 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, https:/ImaiI-attachment.googIeusercontent.com/attachment/...SggVtgg6a0JEJEkypaEi015yaOEHRnmWDxYDuMFMc-FRkXVg 1114/24, 6:03 PM Page t of 7 and any and all improvements located on the Property, subject to the terms and conditions of this Agreement. 3. UseUse of EmEmp=. 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, Wig. The City will convey title to the Property to the Organization by quit claim deed in substantially the form attached hereto as bit on or before March 30, 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. 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. 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 Apreen�er�t: Seversbility. 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 frill force and effect and will in no way be affected, impaired, or invalidated. 8. 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. 9. Governing I.aw; 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. 10. Recitals and. d Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 11. may, Counterp Each undersigned person signing and delivering this Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly https:I/mail-attachment.googleusercontent.comJattachmentl... SggVlgg60QJEJEkypaEi0f5yaQEHRnmWDxYOuMTMc-FRkXVg 1114124, 6:03 PM Page 2 of 7 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.] 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 Elizabeth A. Maradik, President Gary A. Gilot, Member Murray L. Miller, Member South Bend Mutual Homes an Indiana non-profit corporation By�ifi�%r Printed: Title: U OctY� �re- cA Printed M� Joseph R. Molnar, Vice President Briana Micou, Member Attest: Theresa M. Heffner, Clerk Date: January 23, 2024 https;Jimail-attachment.googIeusercontent.com/attachmentJ...SggVtgg600JEJEkyp aEiOI5yaQEHRnmWDxYDuMTMc-FRkXVg 1114124, 6:03 PM Page 3 of 7 Title: EXIIIBT1' A Description of Property Legal Description: 27.93 Ft S Side Lot 29 16.07 Ft N Side Lot 30 Heintzmans Add Parcel ID: 018-1028-1239 Tax ID: 71-08-02-462-004.000-026 Commonly Known. 324 Cottage Grove EXHIBIT B Articles of Incorporation of [See attached.] EXIIIBIT [- IRS 501(e)(3) Qualification Letter [See attached.] EXHIBIT D Form of Quit Claim Deed https:f/mai[-attachment.googleusercontent.com/attachment/...SggVtgg600JEJEkypaEiOI5yaQEHRnmWDxYDuMTMc-FRkXVg 1114/24, 6:03 PM Page 4 of 7 AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. 018-1028- 1239 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 , an Indiana non-profit corporation, with its registered address being (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: 27.93 Ft S Side Lot 29 16.07 Ft N Side Lot 30 Heintzmans Add Parcel ID: 018-102, 1239 Tax ID: 71-08-02-462-004.000-026 Commonly Known: 324 Cottage Grove 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. https://mail-attachment.googieusercon tent. comiattachmentl... SggVtgg6QQJEJEkypaEi015yaQEHRnmWDxYDuMTMc-ERkXVg 1114/24, 6:03 PM Page 5 of 7 Dated this 3 rd . day of r , 2024. ATTEST: GRANTOR: City of South Bend, Indiana, by and through its Board of Public Works Elizabeth Maradik , President Heffner, STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY } Before me, the undersigned, a Notary Public for and in said County and State this ?3 f- d . day ofcj , 2024, 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 subscribed my name and affixed my official seal. (SEAL) Notary Public Reside t of Co`J�` �' ± F� G'� C� • LAURA D. HENSLEY Notary Public - Seal St Joseph County - State of Indiana Commission expires: 00 a>r t,k Commission Number Mar 3 My Commission Expires Mar 3, 20 2029 r naps:Ilma±i-attachment.gooylcusercontent.com/attachment,l...SggVtgg60QJEJEkypaEi015yaQ] HRnniWDxYD ihITkic-FRkXVq t 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. Prepared by Danielle Campbell Weiss, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd„ South Bend, Indiana 46601 hltps://mail-attachment.googfeusereontent.com/attachmentr...SggVtgg6OQJEJEkypaEiOI5ya0EHRnmWDxYDUMTMC-FRkXV9 1/14124, 6:03 PM Page 7 of 7 INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: J U N 14 Z018 SOUTH BEND MUTUAL HOMES COOPERATIVE INC 724 W WASHINGTON SOUTH BEND, IN 46601 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 47-4212109 DLN: 17053341343047 Contact Person: SHAWNTEL R SANDERS ID# 31456 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: June 8, 2015 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e-Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter 114221-PC" in the search bar to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 -2- SOUTH BEND MUTUAL HOMES COOPERATIVE We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Director, Exempt Organizations Rulings and Agreements Letter 947 ARTICLES OF INCORPORATION qWFr OUTH 1 MUTUAL HOMES COOPERATIVE, INC. The undersigned incorporator, desiring to form a corporation (the "Cooperative") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the "Act"), executes the following Articles of Incorporation. ARTICLE I Name The name of the Cooperative is South Bend Mutual Homes Cooperative, Inc. ARTICLE II Classification of Corporation The Cooperative is a mutual benefit corporation. ARTICLE III Purposes and Powers Section 3.1 Purposes. The purposes for which the Cooperative is formed are: (a) to serve as a resident cooperative in connection with the South Bend Mutual Homes residential rental community located in South Bend, Indiana (the "Project"); (b) in connection with the Project, to own all of the membership interests in South Bend Mutual Homes GP, LLC, an Indiana limited liability company, which serves as a general partner of South Bend Mutual Homes, L.P., an Indiana limited liability partnership, the owner of the Project; and (c) in furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act, provided such business is not inconsistent with the Corporation being organized and operated exclusively for nonprofit and purposes. Section 3.2 Nonprofit Purposes. (a) The Cooperative is organized and operated exclusively for nonprofit purposes and its activities shall be conducted in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or other private person, except that the Cooperative shall {20]SIt93.DOC} be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 3.1. (b) Notwithstanding any other provision of these Articles of Incorporation, the Cooperative shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws. Section 3.3 Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of these Articles of Incorporation, the Cooperative shall have the power. (a) to do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Cooperative, and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and (b) to have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law. ARTICLE IV Distribution of Assets on Dissolution In the event of the complete liquidation or dissolution of the Cooperative, or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Cooperative, distribute all the assets of the Cooperative exclusively for the purposes of the Cooperative in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Judge of the Circuit Court of St. Joseph County, Indiana, exclusively For such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE V Term of Existence The Cooperative shall have perpetual existence. {20151193.DOC} -2- ARTICLE VI Section 6.1 Registered Office and Registered Agent. The street address of the Cooperative's registered office is 724 West Washington, South Bend, Indiana 46601, and the name of the Cooperative's registered agent at that office is Anne Mannix, Section 6.2 Principal Office. The post office address of the principal office of the Cooperative is 724 West Washington, South Bend, Indiana 46601. ARTICLE VII Members Section 7.1. Classes. The Cooperative shall have one (1) class of members whose voting and other rights and interests are equal. Section 7.2. Voting Rights of Members. Each member in good standing shall be entitled to one (1) vote, exercisable in person or by proxy, on each matter submitted to the membership for a vote at each meeting of the membership. ARTICLE VIII Board of Directors Section 8.1 Number and Term of Office. Upon incorporation, the initial Board of Directors shall consist of five (5) directors. Thereafter, the number of directors shall be as specified in or fixed in accordance with the Bylaws of the Cooperative; provided, however, that the minimum number of directors shall be three (3). The term of office of a director shall be as specified in the Bylaws; provided, however, that the term of an elected director shall not exceed five (5) years. Directors may be elected for successive terms. Terms of office of directors may be staggered as specified in the Bylaws. Section 8.2 Qualifications. Each director shall have such qualifications as may be specified from time to time in the Bylaws of the Cooperative or as required by law. Section 8.3 Initial Board of Directors. Directors of the Cooperative are: {20151193.DOC} The names and addresses of the initial Board of -3- Names Anne Mannix Marco Mariam Wendy Chapman Tama Crisovan Gladys Muhammad ARTICLE IX Addresses c/o Neighborhood Development Associates 724 West Washington Street South Bend, IN 46601 c/o South Bend Heritage Foundation 803 Lincoln Way West South Bend, IN 46616 c/o Neighborhood Development Associates 724 West Washington Street South Bend, IN 46601 937 S. 21St Street South Bend, IN 46615 c/o South Bend Heritage Foundation 803 Lincoln Way West South Bend, IN 46616 Name and Address of Incorporator The names and addresses of the incorporators of the Cooperative are: Name Address Anne Mannix 724 West Washington Street South Bend, IN 46601 ARTICLE X Indemnification Section 10.1 Rights to Indemnification and Advancement of Expenses. The Cooperative shall indemnify as a matter of right every person made a party to a proceeding because such person is or was: (a) a member of the Board of Directors of the Cooperative, {20151193.DOC} -4- (b) an officer of the Cooperative, or (c) while a director or officer %J the Cooperative, serving at the Cooperative's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not (each an "Indemnitee"), against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The Cooperative shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Cooperative shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Cooperative shall expeditiously determine whether the person is entitled thereto in accordance with this Article and the procedures specified in the Act. The indemnification provided under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article. Section 10.2 Other Rights Not Affected. It is the intent of this Article to provide indemnification to directors and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a director, officer, employee or agent of the Cooperative, or the ability of the Cooperative to otherwise indemnify or advance expenses to any such individual. Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Cooperative "to the benefit of any private shareholder or individual" or an "excess benefit transaction" within the meaning of Sections 501(c)(4) or 4958 of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent Federal tax laws. Section 10.3 Definitions. For purposes of this Article: (a) A person is considered to be serving an employee benefit plan at the Cooperative's request if the person's duties to the Cooperative also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan. {2015I 193.DOC} -5- (b) The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of expenses to the same extent as the person. (c) The term "expenses" includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise. (d) The term "liability" means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding. (e) The term "party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (0 The term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. IN WITNESS WHEREOF, the undersigned incorporator execute these Articles of Incorporation and verifies subject to penalties of perjury that the facts contained herein are true. Dated this 8th day of June 2015. Anne Mannix, Incorporator This instrument was prepared by Gareth W. Kuhl, Attorney -At -Law, KUHL & GRANT LLP, 707 E. North Street, Suite 800, Indianapolis, Indiana 46202. {20151 la3.Doc} -6- BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 1/16/2024 Name Joseph Molnar Department DCI BPW Date 01/09/2024 Phone Extension 6022 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 Purpose/Description Information South Bend Mutual Housing Cooperative ❑ Yes ❑ If Yes, Approved by Purchasing ❑ No ❑❑ ❑ MBE Completed E-Verify Form Attached ❑ Yes No Transfer of property to the South Bend Mutal Housing Cooperative Request to transfer City property 324 Cottage Grove to SBMH for development of affordable housing. 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: