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HomeMy WebLinkAboutReal Property Transfer Agreement - Affordable HomeMatters Indiana LLC Intend IndianaREAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of February 25, 2025 (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 Affordable HomeMatters Indiana LLC, an Indiana non-profit corporation, with its registered address being 1704 Bellefontaine St., Indianapolis, Indiana 46202 (the "Affordable HomeMatters Indiana") (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. Intend Indiana ("Intend") 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. Affordable HomeMatters Indiana LLC ("Affordable HomeMatters Indiana") is a single member limited liability company owned and operated by Intend to advance the charitable purpose of Intend. D. The City owns the certain real property described in attached Exhibit A (the "Property"). E. Intend, through Affordable HomeMatters Indiana, desires to acquire ownership of the Properties from the City for the opportunity to apply for funding to build affordable housing and desires to enter into an agreement for acquisition of the properties. F. Pursuant to LC. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana non-profit corporation organized for educational, literary, scientific, religious, or charitable purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue Code is not subject to the disposition requirements of I.C. 36-1-11. G. The City, acting by and through the Board of Public Works, has determined that conveying the Property to the Intend 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 Intend agree as follows: 1. Qualifications of Intend. Intend represents and warrants that (a) it is a non-profit corporation organized under the laws of the State of Indiana; (b) Intend's articles of incorporation dated May 3`d 2024, (the "Articles"), attached hereto as Exhibit B, have not been superseded or amended and currently remain in full force and effect; and (c) Intend is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated September 26, 1979, attached hereto as Exhibit C; and (dd) as a single member subsidiary of Intend, Affordable HomeMatters Indiana is tax exempt under Section 501 of the Internal Revenue Code. 2. Transfer of Property. The City desires to convey the Property to Intend 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. Intend 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 Intend by quit claim deed in substantially the form attached hereto as Exhibit D, on or before June 30, 2025 (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 Intend. At Intend's option, the City will record the deed at the City's expense, and the Board authorizes and instructs Joseph Molnar or Erin Michaels of the City's Department of Community Investment to do so. 5. No Warranties. Intend 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. Intend 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. hitend, and Intend's successors and assigns, will be liable for any and all real property taxes and assessments, if any, assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. The City will have no liability for any real property taxes and assessments associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes or assessments resulting in the City's liability therefor. 7. Entire Agreement; Severabilitv. 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. Assi ng ment. Intend 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 Intend wishes to obtain the City's consent regarding a proposed assignment of this Agreement, the City may request and Intend will provide any and all information reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 9. Governing Law; 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 Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 11. 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.] IN WITNESS WHEREOF, the City and Intend 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 o'�Z Joseph R. Molnar, Vice President P Cl G _� Gary A. Gilot, Member Breana Micou, Member Murray L. Miller, Member ATTEST: Theresa M. Heffner, Clerk Date: Jebruary 25, 2025 4 AFFORDABLE HOMEMATTERS INDIANA LLC an Indiana non-profit corporation By: y Printed: j e l �l Title: 1 �&r,4,2- Printed: EXHIBIT A Description of Property Parcel I Legal Description: Lot 33 Birner Place Add Parcel ID: 018-1032-1410 Tax ID:71-08-02-380-016.000-026 Commonly Known: 1109 Birner St Parcel II Legal Description: Lot 34 Birner Place Add Parcel ID: 018-1032-1409 Tax ID:71-08-02-380-015.000-026 Commonly Known: 1113 Birner St Parcel III Legal Description: Lot 38 Birner Place Add Parcel ID: 018-1032-1406 Tax ID: 71-08-02-380-012.000-026 Commonly Known: 1125 Birner St Parcel IV Legal Description: Lot 5 Klingels Mich Ave Add Sub Of D & F Parcel ID: 018-1036-1565 Tax ID:71-08-02-377-005.000-026 Commonly Known: 1130 Lincoln Way W Parcel V Legal Description: LOT 10 KLINGELS MICH AVE ADD SUB OF D & F Parcel ID: 018-1036-1578 Tax ID:71-08-02-377-030,000-026 Commonly Known: 533 Blaine Ave Parcel VI Legal Description: Lot 57 Birner Place Add Parcel ID: 018-1033-1424 Tax ID: 71-08-02-381-010.000-026 Commonly Known: Vacant Lot 57 LaPorte St EXHIBIT B Articles of Incorporation of Intend Development Corporation [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 KEY NO. See Attached Exhibit 1 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 Affordable Home Matters Indiana LLC, an Indiana non-profit corporation, with its registered address being 1704 Bellefontaine St., Indianapolis, Indiana 46202 (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 1 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 25-'�ay offi� [I2025. GRANTOR: City of South Bend, Indiana, by and through its Board of Public Works By: Eliza aradik , President ATTEST: By: heresa Heffhe , Clerk STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Before me, the undersigned, a Notary Public for and in said County and State this 2S-�day of r + , 2025, personally appeared Elizabeth Maradik and Theresa Heffner, to me known to be the President a d Clerk, respectively, of the City of South Bend, Indiana, Board of Public Works, the Grantor, and acknowledged execution of the foregoing Quit Claim Deed. vc hereunto sub ribed my e,911d affixed my official seal. LAURA D. HENSLEY Notary Public - Seal (SE L)St Joseph County - State of Indiana Commission Number NP0732150 q�ry+ Public My Commission Expires Mar 3, 2029 VP resident of 5f dounty, --.:1--t1d1 `ti kv . Commission expires: 'j - "j - IWO I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Prepared by Danielle Campbell Weiss, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 2 EXHIBIT 1 Description of Property Parcel I Legal Description: Lot 33 Birner Place Add Parcel ID: 018-1032-1410 Tax ID: 71-08-02-380-016.000-026 Commonly Known: 1109 Birner St Parcel II Legal Description: Lot 34 Birner Place Add Parcel ID: 018-1032-1409 Tax ID: 71-08-02-380-015.000-026 Commonly Known: 1113 Birner St Parcel III Legal Description: Lot 38 Birner Place Add Parcel ID: 018-1032-1406 Tax ID: 71-08-02-380-012.000-026 Commonly Known: It 25 Birner St Parcel IV Legal Description: Lot 5 Klingels Mich Ave Add Sub Of D & F Parcel ID: 018-1036-1565 Tax ID:71-08-02-377-005.000-026 Commonly Known: 1130 Lincoln Way W Parcel V Legal Description: LOT 10 KLINGELS MICH AVE ADD SUB OF D & F Parcel ID: 018-1036-1578 Tax ID:71-08-02-377-030.000-026 Commonly Known: 533 Blaine Ave Parcel VI Legal Description: Lot 57 Birner Place Add Parcel ID: 018-1033-1424 Tax ID:71-08-02-381-010.000-026 Commonly Known: Vacant Lot 57 LaPorte St APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM Formed pursuant to the provisions of the Indiana Code. BUSINESS ID 202405031788949 BUSINESS TYPE Domestic Limited Liability Company BUSINESS NAME AFFORDABLE HOMEMATTERS INDIANA LLC PRINCIPAL OFFICE ADDRESS 1704 Bellefontaine Street, Indianapolis, IN, 46202, USA ARTICLE II - REGISTERED OFFICE AND ADDRESS REGISTERED AGENT TYPE Individual NAME Steven Meyer ADDRESS 1704 Bellefontaine Street, Indianapolis, IN, 46202, USA SERVICE OF PROCESS EMAIL smeyer@intendindiana.org I acknowledge that the Service of Process email provided above is the email address at which electronic service of process may be accepted. ARTICLE III - PERIOD OF DURATION AND EFFECTIVE DATE PERIOD OF DURATION EFFECTIVE DATE EFFECTIVE TIME TITLE NAME ADDRESS Perpetual 05/03/2024 12:01AM CEO Steven Meyer 1704 Bellefontaine Street, Indianapolis, IN, 46202, USA THE LLC WILL BE MANAGED BY MANAGER(S) Yes IS THE LLC A SINGLE MEMBER LLC? Yes -Page 1 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT. THE UNDERSIGNED, DESIRING TO FORM A LIMITED LIABILITY COMPANY PURSUANT TO THE PROVISIONS OF THE INDIANA BUSINESS FLEXIBILITY ACT EXECUTES THESE ARTICLES OF ORGANIZATION. IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY May 3, 2024. THE UNDERSIGNED ACKNOWLEDGES THAT A PERSON COMMITS A CLASS A MISDEMEANOR BY SIGNING A DOCUMENT THAT THE PERSON KNOWS IS FALSE IN A MATERIAL RESPECT WITH THE INTENT THAT THE DOCUMENT BE DELIVERED TO THE SECRETARY OF STATE FOR FILING. SIGNATURE TITLE Steven Meyer Authorized Agent Business ID : 202405031788949 Filing No: 10319014 - Page 2 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM OPERATING AGREEMENT FOR AFFORDABLE HOMEMATTERS INDIANA LLC Effective as of May 2, 2024 - Page 3 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM - Page 4 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM OPERATING AGREEMENT FOR AFFORDABLE HOMEMATTERS INDIANA LLC THIS OPERATING AGREEMENT (this "Agreement"), to be effective as of the 2nd day of May, 2024 (the "Effective Date"), is made and entered into by and between Affordable HomeMatters Indiana LLC, an Indiana limited liability company (the "Company"), and Intend Indiana, Inc., an Indiana nonprofit corporation (the "Member"), as the sole initial member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Indiana Code Sections 23-18-1-1 et seq. (the "Act"). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows: ARTICLE I PURPOSES The purposes for which the Company is formed are: (a) To develop, sell, acquire, finance, and maintain high -quality, affordable housing for low- and moderate -income people; (b) To support economic prosperity, opportunity, and development, especially through small business development, finance, and attraction; (c) To acquire, own, hold, convey, sell, lease, rehabilitate, finance, maintain, protect, insure, develop, demolish, deconstruct, or remove real property; (d) To construct or facilitate construction of residential, commercial, industrial, and public use facilities; (e) To assess and remediate environmental contamination and address unhealthy, unsanitary, or unsafe conditions which may affect, threaten, or exist on real property; (f) To develop strategies and implement plans to develop property, redevelop targeted areas, and improve the quality of life of residents; (g) To lessen the burdens of government; and, (h) In furtherance of the aforesaid purposes to conduct any and all lawful business and activities for which limited liability companies may be organized under the Act, provided such business or activity is not inconsistent with the charitable purposes or status of the Company's sole member, Intend Indiana, Inc. - Page 5 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM ARTICLE II ORGANIZATIONAL MATTERS Section 2.1. Formation. The Company was formed pursuant to the Act upon the filing of Articles of Organization ("Articles") with the Secretary of State of the State of Indiana on May 2, 2024. The rights and obligations of the Member and the Company shall be as provided under the Act, the Articles and this Agreement. The Member agrees to each of the provisions of the Articles. Section 2.2. Principal Office. The Principal Office of the Company shall be at 1704 Bellefontaine Street, Indianapolis, Indiana 46202, or such other address as may be established by the Member. Section 2.3. Registered Office and Registered Agent. The Company's initial registered office shall be located 1704 Bellefontaine Street, Indianapolis, Indiana 46202, and the name of its initial registered agent at such address shall be Steven Meyer. The Company may designate another registered office or agent at any time by following the procedures set forth in the Act. Section 2.4. Duration. The existence of the Company shall continue in perpetuity, unless the Company is dissolved in accordance with Article IX or the Act. Section 2.5. Service Area. The Service Area of the Company shall be all portions of the State of Indiana outside the Indianapolis Metropolitan Statistical Area as defined by as defined by the U.S. Department of Housing and Urban Development. ARTICLE III MEMBERS AND CAPITAL STRUCTURE Section 3.1. Name and Address of Member. The name of the Member and the Member's last known business, residence or mailing address is listed on the attached Exhibit A. The Member shall update Exhibit A from time to time as necessary to accurately reflect the information therein. Section 3.2. Capital Contributions. The initial Capital Contribution to the Company of the Member is set forth on Exhibit A. Section 3.3. Additional Capital. The Member shall not be obligated to make any Capital Contributions other than the initial Capital Contributions specified in Section 3.2. Section 3.4. Financial Management. The Member shall establish and maintain financial statements on behalf of the Company, consistent with Generally Accepted Accounting Principles and the Member Financial Policies and Procedures. The Member may, by resolution, contribute to the Company (i) cash, and (ii) certain real property to be valued at the carryover basis of the Member at the time of transfer. The Company shall, from time to time, reimburse the Member for the Company share of any other expenditures which are paid by the Member on behalf of the Company. PA - Page 6 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM Section 3.5. Member Loans or Services. Loans or services by the Member to the Company shall not be considered Capital Contributions unless otherwise designated by the Member. Section 3.6. Admission of Additional Members. The Member may admit Additional Members to the Company, who will be entitled to participate in the rights of Members as described herein, with admission thereof on such terms as are determined by the Member. Any such Additional Members shall be allocated net income, gains, losses, deductions and credits by such method as may be provided in this Agreement or any successor agreement hereto. Section 3.7. Liability. The Member shall not be liable for the debts, obligations or liabilities of the Company by reason of being a Member of the Company. ARTICLE IV MANAGEMENT OF THE COMPANY Section 4.1. Board of Managers. (a) Managers. The governance of the Company shall be exclusively vested in a Board of Managers (each, a "Manager" and collectively, the "Board of Managers"). The Board of Managers shall consist of not fewer than five (5) managers. (b) Appointment and Term. All Managers shall be appointed by the Member and a Manager shall serve until the next annual meeting of the Member and until his or her successor has been duly appointed and qualified. The Chief Executive Officer of the Member shall serve on the Board of Managers and may appoint Managers to serve on an interim basis between meetings of the Member Board of Directors. Interim appointments shall be submitted for ratification at the subsequent meeting of the Member. Such appointments shall be recorded in the records of the Company. (c) Removal. The Member may remove all or any lesser number of Managers with or without cause. Any removal of a Manager shall become effective when written notice thereof is given by the Member to the Manager unless a later effective date is specified in suchnotice. Such notice must be delivered to the Manager being removed, any remaining Managers and the Manager appointed to replace the removed Manager. - Page 7 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM (d) Resignation. A Manager may resign from his or her position as a Manager at any time by notice to the Member. Such resignation shall become effective when such notice is received, unless a later effective date is specified in such notice. (e) Vacancy. Any vacancy in a Manager position shall be filled by appointment of the Member. An individual chosen to fill a vacancy shall serve the unexpired term of his or her predecessor in office. Any position on the Board of Managers to be filled by reason of an increase in the number of Managers shall be filled by the Member. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the next annual meeting of the Member and until his or her successor has been duly appointed and qualified. 0 Community Housing Development Organization Designation and Requisite Board Representation. Notwithstanding any other provisions herein, the Company is organized and at all times thereafter shall be operated as a Community Housing Development Organization ("CHDO") as defined in 24 CFR § 92.2, as amended from time to time (the "CHDO Statute"). Therefore, at all times the Company shall maintain accountability to low-income community residents of the Service Area by maintaining at least one-third (1/3) of its Board of Managers seats for "residents of low- income neighborhoods, other low-income community residents, or elected representatives of low- income neighborhood organizations" as detailed in the CHDO Statute. Moreover, in no event shall more than one-third (1/3) of the Company's Board of Managers be public officials, government employees, or an appointee of a governmental entity. Additionally, the Company shall maintain a formal advisory process that allows low-income program beneficiaries to contribute on decisions regarding the design, location, development, and management of affordable housing projects. For the sake of clarity and avoidance of doubt, if the terms of this Operating Agreement conflict with the CHDO organizational or operational requirements as defined in the CHDO Statute, the terms of the CHDO Statute shall control. each of whom shall be appointed by the Member. Section 4.2. Powers of the Board of Managers. Subject to the power and direction of the Member, the Board of Managers shall have the right and authority to take all actions which the Board of Managers deem necessary, useful or appropriate for the governance of the Company and may exercise all powers of the Company and perform all lawful acts as are required by the Articles of Organization, this Agreement or the Act, directed or required to be exercised or done by the Member. The Board of Managers shall act by affirmative vote of a majority of the Managers in making decisions of the Company. Except to the extent that the Member may determine otherwise, the authority to execute agreements and other instruments on behalf of the Company shall be vested in the Officers. Section 4.3. Meetings of the Board of Managers. Meetings of the Board of Managers may be called by the Managers or by the Member. The person(s) who call the meeting shall deliver or mail written notice stating date, time and place of any Board of Managers' meeting at least two (2) days before the date of the meeting. Section 4.4. Action by the Company. The Company shall act only by or under the authority of its Member. Section 4.5. Delegation of Certain Management Authority. The Member may delegate to one or more officers of the Company or one or more employees, if any, of the Company any management responsibility or authority. Subject to the discretion of the Member, the Chief Executive 0 - Page 8 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM Officer of the Company shall be the Chief Executive Officer of the Member and serve on the Board of Managers. The Member may create such offices, appoint such officers and delegate thereto such responsibility or authority as such member determines to be appropriate. Section 4.6. Day to Day Management. Unless otherwise provided in accordance with Section 4.5., day-to-day operations and management of the business and affairs of the Company shall be vested in the Chief Executive Officer of the Company. Section 4.7. Liability of the Board of Managers. Officers and Committee Members. - Page 9 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM (a) Managers, Officers and committee members shall not be personally liable for the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of the Member, other Managers or Officers or committee members, agents or employees of the Company. A Manager, Officer, or committee member shall perform his or her duties as a Manager, Officer, or committee member in good faith, in a manner the Manager, Officer, or committee member reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager, Officer, or committee member is not liable for any action taken as a Manager, Officer, or committee member, or any failure to take any action, unless the Manager, Officer, or committee member has breached or failed to perform the Manager's or Officer's or committee member's duties and the breach or failure to perform constitutes willful misconduct or recklessness. (b) In performing the Manager's or Officer's or committee member's duties, a Manager or Officer or committee member shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless the Manager or Officer or committee members has knowledge concerning the matter in question that would cause such reliance to be unwarranted: (i) One or more employees or other agents of the Company or the Member whom the Manager or Officer or committee member reasonably believes to be reliable and competent in the matters presented; (ii) Any attorney, public accountant, or other person as to matters which the Manager or Officer or committee member reasonably believes to be within such person's professional or expert competence; or (iii) A committee upon which the Manager or Officer or committee member does not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Manager or Officer or committee member reasonably believes to merit confidence. (c) Except to the extent provided in the Articles, every Manager or Officer or committee member is an agent of the Company for the purpose of apparently carrying on in the usual way the business of the Company, and the act of every Manager or Officer or committee member, including the execution in the Company name of any instrument for apparently carrying on in the usual way the business of the Company, binds the Company, unless such act is in contravention of the Articles of Organization or this Agreement or unless the Manager or Officer or committee member so acting otherwise lacks the authority to act for the Company, and the person with whom the Manager or Officer or committee member is dealing has knowledge of the fact that such Manager or Officer or committee member has no such authority. Section 4.8. Liability. The Member shall not be liable for the debts, obligations or liabilities of the Company by reason of being a Member of the Company. Section 4.9. Compensation. Subject to the provisions of the Member's policies concerning conflicts of interest and excess benefit transactions, the Company may pay reasonable 6 -Page 10 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM compensation for services rendered to the Company. Such compensation shall be treated as expenses of the Company and shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company. ARTICLE V ACCOUNTING AND RECORDS Section 5.1. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company's business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the calendar year. Section 5.2. Access to Records. The books and records of the Company, to the extent required by the Act, shall be maintained at the Company's Principal Office, and the Member and his duly authorized representatives shall have access to where they are located and have the right to inspect and copy them during ordinary business hours. Section 5.3. Annual Tax Information. The Company shall use its best efforts to deliver to the Member within 90 days after the end of each fiscal year all information necessary for the preparation of the Member's federal and state income tax returns. The Company shall also use its best efforts to prepare, within 90 days after the end of each fiscal year, a financial report of the Company for such fiscal year containing a balance sheet as of the last day of the year then ended, an income statement for the year then ended, a statement of sources and applications of funds, and a statement of reconciliation of the Capital Account of the Member. Section 5.4. Accounting Decisions. All decisions as to accounting matters, except as otherwise specifically set forth in this Agreement, shall be made by the Member. The Member may rely upon the advice of his accountants as to whether such decisions are in accordance with accounting methods followed for federal income tax purposes. Section 5.5. Federal Income Tax Elections. The Member shall make all elections for federal income tax purposes. ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS Section 6.1. Allocation of Net Income. Net Loss or Capital Gains. The net income, net loss, or capital gains of the Company for each fiscal year of the Company shall be allocated 100% to the Member. 7 -Page 11 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM Section 6.2. Distributions. Cash or other property available after payment of all expenses and maintenance of necessary reserves shall be distributed to the Member at such time as the Member shall determine. ARTICLE VII TRANSFERS OF INTERESTS Section 7.1. Transferability. The Member may Transfer all or any portion of his Interest to another Person at any time. If the Member Transfers his entire Interest to another Person and such Person is admitted as an Additional Member of the Company in accordance with Section 3_6, the Member shall cease to be a Member and shall not have any power to exercise any rights of a Member. ARTICLE VIII DISSOCIATION OF A MEMBER Section 8.1. Dissociation. The Member ceases to be a Member upon the occurrence of either of the following events (each an "Event of Dissociation"): (a) the Member voluntarily withdraws from the Company; or (b) the Member Transfers his entire Interest to another Person and such Person is admitted as an Additional Member of the Company in accordance with the terms of Section 3.6. ARTICLE IX DISSOLUTION AND WINDING UP Section 9.1. Dissolution. The Company shall be dissolved and its affairs wound up on the first of the following to occur: (a) A determination by the Member that the Company shall be dissolved; or (b) At such earlier time as may be provided by applicable law. Notwithstanding any other provision of this Agreement or the Act, the Member hereby agrees that the business of the Company shall be continued upon the occurrence of an Event of Dissociation and that the Company shall not be dissolved upon the occurrence of an Event of Dissociation other than pursuant to the terms of Section 9.1(a). Section 9.2. Winding Un. Upon dissolution, the Member shall proceed to wind up and liquidate the business and affairs of the Company, and the Company may only carry on business that is appropriate to wind up and liquidate the business and affairs of the Company, - Page 12 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM including the following: (a) collecting the Company's assets; (b) disposing of properties that will not be distributed in kind to the Member; (c) discharging or making provision for discharging liabilities; (d) distributing the remaining property to the Member; and (e) doing every other act necessary to wind up and liquidate the business and affairs of the Company. The Member shall follow the procedure for disposing of known claims set forth in Section 23-18-9-8 of the Act and shall publish notice of the dissolution of the Company pursuant to Section 23-18-9-9 of the Act. Section 9.3. Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed as follows: (a) To creditors, including the Member if it is a creditor of the Company to the extent permitted by law, in the order of priority as provided by law to satisfy the liabilities of the Company whether by payment or by the establishment of adequate reserves, excluding liabilities for distributions to the Member pursuant to Article VI; (b) To the Member to repay any loans to the Company or to satisfy any liabilities for distributions pursuant to Article VI which remain unpaid; and (c) To the Member after giving effect to all contributions, distributions and allocations for all periods. ARTICLE X AMENDMENTS Section 10.1. Amendments. The Member and the Company may amend this Agreement from time to time by written instrument reflecting such amendment. ARTICLE XI INDEMNIFICATION (a) To the greatest extent not inconsistent with the laws and public policies of Indiana the Company shall indemnify any Member, Manager, or Organizer (any such Member, Manager, or Organizer and any responsible officers, partners, shareholders, members, directors, or managers of such Member, Manager, or Organizer which is an entity, hereinafter being referred to as the "Indemnified Person") made a Party (as hereinafter defined) to any Proceeding (as hereinafter defined) because such Person (as hereinafter defined) is or was a Member, Manager, or Organizer (or a responsible officer, partner, shareholder, member, director, or manager thereof), as a matter of right, against all Liability (as hereinafter defined) incurred by such Person in connection with any Proceeding; provided that it shall be determined in the specific case in accordance with -paragraph (d) of this Article XI that indemnification of such Person is permissible in the circumstances because the Person has met the standard of conduct for indemnification set forth in paragraph ( c) of this Article XI. E - Page 13 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM The Company shall pay for or reimburse the reasonable Expenses (as hereinafter defined) incurred by such a Person in connection with any such Proceeding in advance of final disposition thereof if- (i) the Person furnishes the Company a written affirmation of the Person's good faith belief that he, she or it has met the standard of conduct for indemnification described in paragraph (c) of this Article XI; (ii) the Person furnishes the Company a written undertaking, executed personally or on such Person's behalf, to repay the advance if it is ultimately determined that such Person did not meet such standard of conduct; and (iii) a determination is made in accordance with paragraph (d) of this Article XI that based upon facts then known to those making the determination, indemnification would not be precluded under this Article XI. The undertaking described in subparagraph WOO above must be a general obligation of the Person subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company shall indemnify a Person who is wholly successful, on the merits or otherwise, in the defense of any such Proceeding, as a matter of right, against reasonable Expenses incurred by the Person in connection with the Proceeding without the requirement of a determination as set forth in paragraph (c) of this Article XI. Upon demand by a Person for indemnification or advancement of Expenses, as the case may be, the Company shall expeditiously determine whether the Person is entitled thereto in accordance with this Article XI. The indemnification and advancement of Expenses provided for under this Article XI shall be applicable to any Proceeding arising from acts or omissions occurring before or after the adoption of this Article. (b) The Company shall have the power, but not the obligation, to indemnify any Person who is or was an employee or agent of the Company to the same extent as if such Person was an Indemnified Person as defined in paragraph (a) of this Article XI. (c) Indemnification of a Person is permissible under this Article only if- (i) such Person conducted himself, herself or itself in good faith; (ii) such Person reasonably believed that his, her or its conduct was in or at least not opposed to the Company's best interest; and, (iii) in the case of any criminal proceeding, such Person had no reasonable cause to believe his, her or its conduct was unlawful. Indemnification is not permissible against liability to the extent such Liability is the result of the Person's willful misconduct, recklessness, violation of the Company's Operating Agreement or any improperly obtained financial or other benefit to which the Person was not legally entitled. 10 - Page 14 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM The termination of a Proceeding by judgment, order, settlement, conviction or upon a plea ofnolo contendere or its equivalent is not, of itself, determinative that the Person did not meet the standard of conduct described in this paragraph (c). (d) A determination as to whether indemnification or advancement of Expenses is permissible shall be made by: (i) a majority in interest of the Member(s) (including any interested Member); or (ii) independent special legal counsel selected in accordance with par�ph (d)(i) above. (e) Any Indemnified Person who is a Party to a Proceeding may apply for indemnification from the Company to the court, if any, conducting the Proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines: (i) in a Proceeding in which the Person is wholly successful, on the merits or otherwise, the Person is entitled to indemnification under this Article XI, in which case the court shall order the Company to pay the Person his, her or its reasonable Expenses incurred to obtain such court ordered indemnification; or (ii) the Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Person met the standard of conduct set forth in paragraph (c) of this Article XI. 0 Indemnification shall also be provided for a Person's conduct with respect to an employee benefit plan if the Person reasonably believed his, her or its conduct to be in the interests of the participants in and beneficiaries of the plan. (g) Nothing contained in this Article XI shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of Expenses to any such Person or any Person who is or was serving at the Company's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association, limited liability company, corporation, joint venture, trust, employee benefit plan, or other enterprise, whether for -profit or not. Nothing contained in this Article XI shall limit the ability of the Company to otherwise indemnify or advance Expenses to any Person. It is the intent of this Article XI to provide indemnification to such a Person to the fullest extent now or hereafter permitted by the law consistent with the terms and conditions of this Article XI. If indemnification is permitted under this Article XI, indemnification shall be provided in accordance with this Article XI irrespective of the nature of the legal or equitable theory upon which a claim is asserted, including without limitation, negligence, breach of duty, waste, breach of contract (except to the extent the claim relates to the Operating Agreement or a contract between the Company and that Member or Manager), breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law. (h) For purposes of this Article XI: 11 - Page 15 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM (i) 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 XI, applicable law or otherwise. (ii) 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. (iii) The term "Party" includes a Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding. (iv) The term "Person" includes any natural person and any type of legal entity. (v) The term "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. (vi) The Company may purchase and maintain insurance for its benefit, the benefit of any Person who is Entitled to indemnification under this Article XI, or both, against any Liability asserted against or incurred by such Person in any capacity or arising out of such Person's service with the Company, whether or not the Company would have the power to indemnify such Person against such Liability. (vii) Any indemnification under this Article shall be subordinate to then current loan obligations. ARTICLE XII MISCELLANEOUS Section 12.1. Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement between the Member and the Company with respect to its subject matter. This Agreement and the Articles replace and supersede all prior agreements by and among the Member and the Company. This Agreement and the Articles supersede all prior written and oral statements and no representation, statement, or condition or warranty not contained in this Agreement or the Articles will be binding on the parties or have any force or effect whatsoever. Section 12.2. Governing Law: Choice of Forum. This Agreement and the rights of the parties under this Agreement shall be governed by, and interpreted and enforced in accordance with the laws of the State of Indiana. The parties to this Agreement hereby irrevocably agree and consent to the exclusive jurisdiction of the courts of the State of Indiana and the federal courts of the United States sitting in Indianapolis, Indiana, for the adjudication of any matters arisingunder 12 - Page 16 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM or in connection with this Agreement. The parties to this Agreement hereby irrevocably waive, to the fullest extent they may effectively do so under applicable law, any objection which they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Section 12.3. Binding Effect: Conflicts. This Agreement will be binding upon and inure to the benefit of the parties, and their respective distributees, successors and assigns. This Agreement is subject to, and governed by, the Act and the Articles. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Articles, the provisions of the Act or the Articles, as the case may be, will be controlling. Section 12.4. Headings: Interpretation. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires. Section 12.5. Severability. If any provision of this Agreement is held to be illegal, invalid, unreasonable, or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, unreasonable, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, unreasonable, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, unreasonable, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, unreasonable, or unenforceable provision as may be possible and be legal, valid, reasonable, and enforceable. Section 12.6. Additional Documents and Acts. Each party agrees to promptly execute and deliver such additional documents, statements of interest and holdings, designations, powers of attorney, and other instruments, and to perform such additional acts, as the other party may determine to be necessary, useful or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement, and to comply with all applicable laws, rules and regulations. Section 12.7. No Third -Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the parties and their respective successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other third party. No creditor or other third party will have any rights, interest, or claims under the Agreement or be entitled to any benefits under or on account of this Agreement as a third -party beneficiary or otherwise. Section 12.8. Notices. Any notice to be given or to be served upon the Company or the Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to the Member at the address specified on Exhibit A. Any party may, 13 - Page 17 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM at any time by giving five days' prior written notice to the other party, designate any other address in substitution of the foregoing address to which such notice will be given. Section 12.9. Title to Company Property. Legal title to all property of the Company will be held and conveyed in the name of the Company. Section 12.10. No Remedies Exclusive. To the extent any remedies are provided herein for a breach of this Agreement, the Articles or the Act, such remedies shall not be exclusive of any other remedies the aggrieved party may have, at law or in equity. Section 12.11, Incorporated Schedule and Exhibits. The following schedule and exhibit are attached to and/or have been identified as Schedules and Exhibits to this Agreement and are incorporated in this Agreement by reference as if fully set forth herein: Schedule I - Schedule of Definitions Schedule II - Schedule of Limitations on Authority Exhibit A - Name, Address and Capital Contribution of Member IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above, to be effective on the Effective Date. INTEND INDIANA, INC. By: Steven Meyer, Chief Executive Officer AFFORDABLE HOMEMATTERS INDIANA LLC By: Steven Meyer, as Chief Executive Officer of the Sole Member, Intend Indiana, Inc. 14 - Page 18 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM SCHEDULE I TO OPERATING AGREEMENT SCHEDULE OF DEFINITIONS The terms used in this Agreement with their initial letters capitalized shall have, unless the context otherwise requires or unless otherwise expressly provided in this Agreement, the meanings specified in this Schedule I. Any term used but not defined in this Agreement shall have the meanings set forth in the Act. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires. When used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Indiana Business Flexibility Act (Indiana Code Sections 23-18-1-1 et sic as the same may be amended from time to time. "Additional Member" means any individual or Entity admitted as a Member pursuant to Section 3.6. "Agreement" means this Operating Agreement of the Company, as originally executed and as amended from time to time. "Articles" means the Articles of Organization of the Company, as originally filed with the Indiana Secretary of State and as amended from time to time. "Capital Account" means the account established and maintained pursuant to Section 3.4 a and in the manner provided by the Code and the applicable Treasury Regulations thereunder. "Capital Contribution" means the total value of cash and agreed fair market value of property contributed and agreed to be contributed to the Company by the Member, as shown on Exhibit A, as the same may be amended from time to time. "Code" means the Internal Revenue Code of 1986, as amended. All references in this Agreement to sections of the Code shall include any corresponding provision or provisions of any succeeding law. "Company" means shall have the meaning set forth in the preamble to this Agreement. "Entity" means any association, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, joint stock association, joint venture, firm, trust, business trust, cooperative, or foreign associations of like structure. "Event of Dissociation" means any of the events listed in Section 8.1 upon which the Member ceases to be a Member. "Interest" means the entire ownership interest of the Member in the Company at any particular time, including the right of the Member to any and all benefits to which the Member Schedule I - 1 - Page 19 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM may be entitled as provided in this Agreement and under the Act, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement. "Member" or "Members" refers to Intend Indiana, Inc. as the sole Member of the Company and any Additional Members admitted to the Company. "Operating Agreement" means this Agreement. "Person" means an individual or an Entity. "Principal Office" means the address established pursuant to Section 2.2. "Transfer" means any "assignment" as that term is used in Sections 23-18-6-3.1 and 23- 18-6-4.1 of the Act, and includes any gift, sale, exchange, assignment, conveyance, alienation or other transfer, whether voluntary or involuntary, and includes any Transfer to a receiver, bankruptcy trustee, judgment creditor, lienholder, holder of a security interest, pledge or other encumbrance, and Transfer upon judicial order or other legal process (including in connection with divorce proceedings). Schedule I - 2 - Page 20 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM SCHEDULE II TO OPERATING AGREEMENT SCHEDULE OF LIMITATIONS ON AUTHORITY Except as provided otherwise in this Agreement, approval by the Member shall be required for any of the following actions: (i) Any purchase, sale, lease, exchange, transfer, pledge or other acquisition or disposition of an asset having a book value or fair market value in excess of $250,000, unless approved in a budget approved by the Member; or any sale, lease, exchange, transfer, pledge or other disposition of any business of the Company or all or substantially all of its assets; (ii) any contract or agreement pursuant to which the Company's financial exposure may reasonably be expected to exceed $1,000,000.00; (iii) the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency, reorganization or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial art of the property thereof, (D) making by the Company of a general assignment for the benefit of creditors or (E) making of any other arrangement or composition with creditors generally to modify the terms of payment of or otherwise restructure their obligations; (iv) any sale or grant to any person or persons of any commitment or other obligation to issue, sell or grant to any person (A) any Interest, (B) any securities convertible into or exchangeable for or carrying any rights to acquire from the Company any Interest or (C) any options, warrants or any other rights to acquire from the Company any Interest; (v) any consolidation, merger, share exchange or amalgamation with, or the acquisition of any interest in, any other Person or its assets, other than acquisitions of goods and services in the ordinary course of business; (vi) the incurrence or assumption of any indebtedness of any kind, other than in the ordinary course of the business of the Company unless approved in a budget approved by the Member; (vii) except for routine encumbrances granted in the ordinary course of business in connection with the acquisition of office equipment, the creation, assumption or incurrence of any mortgage, pledge, security interest, adverse claim or other encumbrance in respect of any of its properties or assets, unless approved in a budget approved by the Member; Schedule II - 1 - Page 21 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM (viii) the alteration or amendment of the Articles or this Agreement of the Company as the same are in effect as of the date of this Agreement; (ix) the declaration of, making or payment of any distribution on, or making any payment on account of, or setting apart of assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Interest of the Company, whether now or hereafter outstanding or make any other distribution in respect thereof, either directly or indirectly, whether in cash, property or obligations of the Company; (x) the voluntary liquidation, winding -up or dissolution of the Company; (xi) the appointment of a Manager for the Company's business; (xii) the entering into of any transaction, including, without limitation, any purchase, sale, lease or exchange of property, or the rendering of any service, with any Affiliate of any delegee of authority or other related person, firm or Entity to any delegee of authority, unless such transaction is otherwise permitted hereunder, is in the ordinary course of the Company's business, is upon the terms and conditions that would be available from an independent responsible third party that is willing to perform and as to which the Members have been previously notified in writing of such transaction; (xiii) (A) granting any increase, or announcing any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Company to any of its employees, including, without limitation, any increase or change pursuant to any plan or (B) establishing or increasing or promising to increase any benefits under any plan; in either case except pursuant to any law or any collective bargaining agreement or for increases in wages or salaries in the ordinary course of business; (xiv) the approval of the annual budget for the Company; (xv) the approval of any annual capital plan for the Company; (xvi) the approval of the Company's accountants; or (xvii) any material modification, change or amendment to any agreement or arrangement which is the subject of the matters referred to in any provision of this Schedule II. Schedule II - 2 - Page 22 of 23 - APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM EXHIBIT A TO OPERATING AGREEMENT NAME AND ADDRESS OF MEMBER AND CAPITAL CONTRIBUTION (AS OF DATE OF FORMATION) Capital Member Contribution Intend Indiana, Inc. $100.00 1704 Bellefontaine St. Indianapolis, IN 46202 Exhibit A - Page 23 of 23 - Department of the Treasury fall Internal Revenue Service Date: Tax Exempt and Government Entities August 30, 2022 1 R. S PO Box 2508 Employer ID number: Cincinnati, OH 45201 35-1704590 Form 990 required: 990, Yes Person to contact: INTEND INDIANA INC Name: V Rackley % STEVEN MEYER ID number: 0727576 1704 BELLEFONTAINE ST INDIANAPOLIS, IN 46202-1813 Dear Sir or Madam: We're responding to your request dated May 02, 2022, about your tax-exempt status. We issued you a determination letter in April 1990, recognizing you as tax-exempt under Internal Revenue Code (IRC) Section 501(c)(3). We also show you're not a private foundation as defined under IRC Section 509(a) because you're described in IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). 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. In the heading, we indicated whether you must file an anrival information return. If you're required to file a return, you must file one of the following by the 15th day of the 5th month after the end of your annual accounting period. • Form 990, Return of Organization Exempt From Income Tax . Form 990-EZ, Short Form Return of Organization Exempt From Income Tax . Forin 990-N, Electronic Notice (e-Postcard) for Tax -Exempt Organizations Not Required to File Form 990 or Form 990EZ o Form 990-PF, Return of Private Foundation or Section 4947(a)(1) Trust Treated as Private Foundation According to IRC Section 60330), if you don't file a required annual information return or notice for 3 consecutive years, we'll revoke your tax-exempt status on the due date of the 3rd required return or notice. You can get IRS forms or publications you need from our website at www.irs.gov/fonns-pubs or by calling 800-TAX- FORM (800-829-3676). If you have questions, call 877-829-5500 between 8 a.m. and 5 p.m., local time, Monday through Friday (Alaska and Hawaii follow Pacific time). Thank you for your cooperation. Sincerely, Stephen A. Martin Director, Exempt Organizations Rulings and Agreements Letter 4168 (Rev. 9-2020) Catalog Number 66666G BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 2/17/2025 Name Erin Michaels Department DCI BPW Date 02/25/2025 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 Danielle Weiss Purchasing ❑ Check the Appropriate Item Type — RequirE ❑ Professional Services Agreement ❑ Contract ❑ Open Market Contract ❑ Amendment/Addendum ❑ Bid Opening ❑ Bid Award ❑ Quote Opening ❑ Quote Award ❑ Proposal Opening ❑ C/O & PCA No. ❑ Chg. Order, No. ❑ Traffic Control ® Other: Transfer Agreement Reauired Information Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description All Submissions ❑ Proposal ❑ Special Purchase, QPA ❑ Req. to Advertise ❑ Reject Bids/Quotes ❑ PCA ❑ Resolution Ease./Encroach Affordable HomeMatters Indiana, LLC Intend Indiana ❑ Title Sheet ❑ Yes ❑ If Yes, Approved by Purchasing ❑ No ❑ WBE Completed E-Verify Form Attached ❑ Nos Transfer of property to Intend Indiana. Request to transfer of (6) City -owned parcels to Intend Indiana 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: