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HomeMy WebLinkAboutReal Property Transfer Agreement - 529 Allen St. - Affordable HomeMatters Indiana LLC1 REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of October 13, 2026 (the “Effective Date”), by and between the City of South Bend, acting by and through its Board of Public Works, of 215 S. Dr. Martin Luther King Jr. Blvd., Suite 400, South Bend, Indiana 46601 (the “City”) and Affordable HomeMatters Indiana LLC, an Indiana limited liability company, 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, Inc. (“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 Property 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 Property. F.Pursuant to I.C. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana non-profit corporation organized for educational, literary, scientific, religious, or charitable purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue Code is not subject to the disposition requirements of I.C. 36-1-11. G.The City, acting by and through the Board of Public Works, has determined that conveying the Property to Affordable HomeMatters Indiana 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 Affordable HomeMatters Indiana agree as follows: 2 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, 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 August 30, 2022, attached hereto as Exhibit C; and (d) 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 Affordable HomeMatters Indiana for and in consideration of One Dollar ($1.00), and Affordable HomeMatters Indiana 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. Affordable HomeMatters Indiana agrees to use the Property only for purposes consistent with and permissible under Intend’s Articles and Section 501(c)(3) of the Internal Revenue Code and for no other purpose. Affordable HomeMatters Indiana agrees to construct a minimum of one (1) housing unit on the Property within 24 months of Closing (the “Use”). 4. Closing. The City will convey title to the Property to Affordable HomeMatters Indiana by special warranty deed in substantially the form attached hereto as Exhibit D, on or before October 30, 2026 (the “Closing”). The Board of Public Works (the “Board”) hereby authorizes and instructs Elizabeth Maradik, President of the Board and Hillary Horvath, Clerk of the Board to execute and deliver the deed to Affordable HomeMatters Indiana. At Affordable HomeMatters Indiana’s option, the City will record the deed at the City’s expense, and the Board authorizes and instructs Erin Michaels of the City’s Department of Community Investment to do so. 5. No Warranties. Affordable HomeMatters Indiana 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. Affordable HomeMatters Indiana 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. Affordable HomeMatters Indiana’s Post-Closing Development Obligations. Provided the Closing occurs, within twelve (12) months after the Closing Date, Affordable HomeMatters Indiana will commence construction and redevelopment of the Property for the Use. Affordable HomeMatters Indiana shall complete the construction of all structures within twenty- four (24) months after the Closing Date (the “Completion Date”), and will submit records to the City proving completion, including copies of the certificate of occupancy for each structure. If the 3 redevelopment of the Property for the Use has not been substantially completed by the Completion Date, Affordable HomeMatters Indiana shall be in default under this Agreement, and the City shall have the option to exercise any of its rights under Section 10 of this Agreement. 7. Certificate of Completion. Promptly after Affordable HomeMatters Indiana completes construction and redevelopment of the Property for the Use and proves the same to City’s reasonable satisfaction in accordance with the terms of Section 6 above, upon Affordable HomeMatters Indiana’s request, the City will issue to Affordable HomeMatters Indiana a certificate acknowledging such completion (the “Certificate of Completion”). 8. Taxes. Affordable HomeMatters Indiana, and Affordable HomeMatters Indiana’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. 9. 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. 10. Default. If Affordable HomeMatters Indiana fails to substantially complete the post-closing development obligations set forth in Section 6 of this Agreement by the Completion Date, the City shall have the right to re-enter and take possession of the Property and to terminate and revest in the City the estate conveyed at Closing, in accordance with this Agreement and the Deed. If Affordable HomeMatters Indiana breaches any other provision of this Agreement, the City shall have any and all remedies available at law or in equity, including, without limitation, the right of specific performance and the right to recover its reasonable attorneys’ fees and costs. Except as expressly set forth above, Affordable HomeMatters Indiana hereby irrevocably waives any and all claims against the City for damages arising out of or related to this Agreement or the conveyance of the Property and shall have no right to terminate this Agreement or pursue other remedies against the City. In no event shall the City be liable to Affordable HomeMatters Indiana for any damages, whether direct, indirect, incidental, consequential, or otherwise, arising out of or relating to this Agreement or the transaction contemplated herein. Notwithstanding the foregoing, the City’s liability, if any, shall in no event exceed One Thousand Dollars ($1,000.00). The limitations set forth in this Section shall not limit or impair the City’s right to equitable relief or to enforce its reversionary interest as expressly provided herein and in the Special Warranty Deed. 4 11. 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: Attn: Executive Director 215 S. Dr. Martin Luther King Jr. Blvd. Suite 500 South Bend, IN 46601 With a copy to: City of South Bend Legal Department Attn: Corporation Counsel 215 S. Dr. Martin Luther King Jr. Blvd. Suite 600 South Bend, IN 46601 To Affordable HomeMatters Indiana: Attn: Steven Meyer 1704 Bellefontaine Street Indianapolis, IN 46202 Either Party may, by written notice, modify its address or representative for future notices. Notices given personally shall be deemed to have been given upon receipt. Notices mailed by United States mail shall be deemed to have been given on the third business day after the date of mailing or upon receipt by either Party if a written receipt is signed therefor. Notices sent by United States mail or national courier service for next day or next business day delivery shall be deemed to have been given on such next day or next business day, as the case may be, following deposit. Either Party hereto may change its address for the service as aforesaid by giving written notice to the other of such change of address in accordance with the provision of this Section 11. 12. Assignment. Affordable HomeMatters Indiana 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 Affordable HomeMatters Indiana wishes to obtain the City’s consent regarding a proposed assignment of this Agreement, the City may request and Affordable HomeMatters Indiana will provide any and all information reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 13. 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. 5 14. Dispute Resolution; Waiver of Jury 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. 15. 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. 16. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 17. 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. 18. Time. Time is of the essence as to all terms and conditions of this Agreement. [Signature page follows.] 6 IN WITNESS WHEREOF, the City and Affordable HomeMatters Indiana have signed this Real Property Transfer Agreement to be effective as of the Effective Date. CITY OF SOUTH BEND BOARD OF PUBLIC WORKS Elizabeth Maradik , President Joseph Molnar, Vice President Breana Micou, Member Abigail E. Magas, Member AFFORDABLE HOMEMATTERS INDIANA LLC an Indiana limited liability company By: Printed: Lydia Watson Title: Director of Real Estate By: Printed: Title: Murray Miller, Member ATTEST: Hillary Horvath, Clerk October 13, 2026 EXHIBIT A Description of Property Legal Description: Lot 25 J N Lederers Add Parcel ID: 018-1035-1522 Tax ID: 71-08-02-378-020.000-026 Commonly Known: 529 Allen Street EXHIBIT B Articles of Incorporation of Intend Indiana, Inc. [See attached.] EXHIBIT C IRS 501(c)(3) Qualification Letter [See attached.] EXHIBIT D Form of Special Warranty Deed 1 of 3 AUDITOR’S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO. 018-1035-1522 SPECIAL WARRANTY DEED THIS INDENTURE WITNESSETH THAT the City of South Bend, Indiana, by and through its Board of Public Works, 215 S. Dr. Martin Luther King Jr. Blvd., Suite 400, South Bend, IN 46601 (the “Grantor” or the “City”) CONVEYS AND SPECIALLY WARRANTS TO Affordable HomeMatters 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”): Legal Description: Lot 25 J N Lederers Add Parcel ID: 018-1035-1522 Tax ID: 71-08-02-378-020.000-026 Commonly Known: 529 Allen Street Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record. Grantor and Grantee covenant and agree that Grantor conveys the Property to Grantee subject to the requirement that Grantee, and its successors and assigns, may use the Property solely for (i) construction (i) single family or multi-family housing and (ii) any other use consented to in writing by Grantor, and Grantee shall not discriminate in the lease, rental, use, occupancy, or enjoyment of the Property or any improvements constructed on the Property. This restriction will at all times be subject to any mortgages recorded against the Property, and any foreclosure or deed in lieu of foreclosure with regard to any such mortgage shall automatically without further action terminate this restriction. Pursuant to Section 10 of the Real Estate Transfer Agreement, the Grantor conveys the Properties to the Grantee by this deed subject to certain conditions subsequent. In the event the Grantee fails to perform the conditions subsequent, or satisfactorily to prove such performance, in accordance with Section 10 of the Real Estate Transfer Agreement, then the Grantor shall have the right to re-enter and take possession of the Properties 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 Properties without offset or compensation for the value of any improvements to the Properties made by the Grantee. The recordation of a Certificate of Completion will forever release and discharge the Grantor’s reversionary interest stated in this paragraph. Grantor hereby conveys the Properties subject to all covenants, restrictions, and easements of record. 2 of 3 The undersigned persons executing this Special Warranty Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Special Warranty Deed and that all action necessary to complete this conveyance on Grantor’s behalf has been duly taken. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 10/2/2026 Name Erin Michaels Department DCI BPW Date 10/13/2026 Phone Extension 5931 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Dept. Attorney Attorney Name Danielle Campbell Weiss Purchasing 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 Other: Real Property Transfer Agreement Ease./Encroach Required Information Company or Vendor Name Affordable HomeMatters Indiana, LLC New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name 529 Allen St Real Property Transfer Agreement Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Requesting approval of Real Property Transfer Agreement for a lot owned by the Board of Public Works at 529 Allen Street to Affordable HomeMatters Indiana for construction of affordable housing. For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: