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HomeMy WebLinkAboutAuthorizing the Execution and Delivery of a memorandum of intent between the City of South Bend, IN, and Romana R. Primus, M.D.Attest: RESOLUTION NO. 815 -80 Passed by the Common Council of the City of South Bend, Indiana, -• -u• :1 City Clerk Attest: VLt President of Common Council. Presented by me to the Mayor of the City of South Bend, Indiana September 16, ig 80 . /t- City Clerk Approved and signed by me % 0 Iq 0 d Mayor RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF INTENT BETWEEN THE CITY OF SOUTH BEND, INDIANA, AND ROMANA R. PRIMUS, M.D., PROVIDING FOR THE ISSUANCE BY SAID CITY OF ITS ECONOMIC DEVELOPMENT REVENUE BONDS PURSUANT TO THE PROVISIONS OF INDIANA CODE, TITLE 18, ARTICLE 6, CHAPTER 4.5, AS AMENDED. The area still has insufficient employment opportunities and insufficient diversification of industries, which conditions are harmful to the economic stability and general welfare of the area and, if not remedied, will be detrimental to the development of such area. The City of South Bend, Indiana (the "City ") is authorized under the provisions of Indiana Code, Title 18, Article 6, Chapter 4.5, as amended (the "Act "), to acquire, construct and finance economic development projects for the users thereof and to provide for the issuance of revenue bonds in conjunction therewith. The City, in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce Romana R. Primus, M.D. (the "Borrower "), to purchase and construct an office complex, inclu- ding all necessary land, improvements, machinery, equipment, fixtures and furnishings (hereinafter collectively called the "Project ") within the limits of the City of South Bend, Indiana, has indicated its intent to issue its revenue bonds under and pursuant to the provisions of the Act and to apply the proceeds therefrom to the payment of the costs of the Project. The Borrower, after considering a number of possible locations within and outside the State of Indiana, and in reliance upon the intent of the City to finance the Project through the issuance of revenue bonds under the provisions of the Act, has determined to construct the Project within the limits of the City of South Bend, Indiana. It is now deemed advisable to authorize the execution and delivery by the City of a Memorandum of Intent expressing formally and in writing the understanding heretofore formally agreed upon by the City and the Borrower. NOW, THEREFORE, be it resolved by the Common Council of the City of South Bend, Indiana as follows: SECTION 1. The Mayor is hereby authorized and directed to execute a Memorandum of Intent by and between the City and the Borrower and the City is hereby authorized and directed to affix the seal of the City thereto and to attest to the same; and said Mayor and City Clerk are hereby authorized and directed to cause said Memorandum of Intent to be delivered to, accepted, and executed by the Borrower, said Memorandum of Intent, which is hereby approved and incorporated by reference and made a part of this authorizing resolu- tion, to be in substantially the form attached hereto. SECTION 2. All resolutions and orders, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed and this resolution shall be in imme- diate effect from and after its adoption. This inducement resolution shall be in full force and effect from and after its adoption by the Common Council and approved by the Mayor. PRESENTER Member o-f the Common Council NOT APPROVER ADOPTED 9--/6- -,Sb —n rn 0 il CITY CLEniS, SOUTH KIM, IND. MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT, made and entered into on Septem- ber , 1980, by and between the CITY OF SOUTH BEND, INDIANA, a muni- cipality in St. Joseph County, Indiana (hereinafter called the "City "), and Romana R. Primus, M.D. (hereinafter called "Borrower "); W I T N E S S E T H: WHEREAS, the City recognizes that it is necessary for the general welfare and economy of the area that the City endeavor to provide suf- ficient employment opportunities, an increase in the tax base, and a diversification of industries; and WHEREAS, the City is authorized under the provisions of Indiana Code, Title 18, Chapter 6, Article 4.5, as amended (the "Act "), to acquire, construct and finance economic development projects for the user thereof, and to provide for the issuance of revenue bonds in conjunction therewith; and WHEREAS, the City, in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce Borrower to purchase and construct an office complex, including all necessary land, improvements, machinery, equipment, fixtures and furnishings (hereinafter collectively called the "Project "), within the limits of the City of South Bend, Indiana, has indicated its intent to issue its revenue bonds under and pursuant to the provisions of the Act and to apply the proceeds therefrom to the payment of the costs of the Project and expenses incidental thereto; and WHEREAS, Borrower, after considering a number of possible loca- tions within and outside the _State of Indiana, and in reliance upon the intent of the City to finance the acquisition and construction of the Project through the issuance of its revenue bonds under the pro- visions of the Act, has determined to locate the Project within the limits of the City of South Bend, Indiana; and WHEREAS, it is now deemed advisable to express formally and in writing the understanding heretofore informally discussed by the parties hereto, NOW, THEREFORE, in consideration of the premises and of the mutual undertakings herein expressed, the parties hereto recognize and intend as follows: A. The City represents and intends: 1. That the City is authorized by the provisions of the Act to finance the Project and for the purpose of paying the cost of the Project, including expenses incidental thereto, is authorized as aforesaid to issue its revenue bonds payable from the revenues and income derived by the City from the Project. 2. That the City intends, subject in all respects to the provisions and requirements of the Act and to a sale of the bonds on terms satisfactory to the Borrower, to authorize, issue, sell and deliver its revenue bonds, to be issued in one or more series (in an aggregate principal amount of approximately $331,000.00, which amount will be fixed by ordinance of the City at a later date and agreed to by the Borrower, but not to exceed the cost of the Project and expenses incidental thereto as estimated at the time of the issuance of the bondsl and apply the proceeds therefrom to the payment of the cost of the Project, provided that prior to the issuance and delivery of such revenue bonds there shall have been entered into between Borrower and the City appropriate financing agreements upon terms which will comply with the provisions of the Act and which will provide for the payment by the Borrower of amounts which will be sufficient to enable the City to pay the principal of and interest on such revenue bonds. 3. That the financing of the Project by the City is for a proper public corporate purpose and that the financing thereof for the Borrower is necessary to implement the public purposes enumerated in the Act. B. Borrower represents and intends: 1. That the Project will result in increased employment in the City. 2. That if the proposed revenue bonds (including the rate of interest thereon) of the City are satisfactory to Borrower, it will enter into financing agreements with the City upon terms which will be sufficient to pay the cost of the Project and expenses incidental thereto, as evidenced by such revenue bonds to be issued for the account of the Project, and will enter into such appropriate financing agreements with the City with regard to the foregoing prior to the issuance and delivery of any such revenue bonds by the City. 3. That Borrower intends during the term of any such financing agreements to cause the Project to be used or occupied pri- marily for use as medical office facilities. C. It is further recognized and intended between the parties hereto as follows: 1. That the revenue bonds to be issued by the City will never constitute an indebtedness of the City or a loan of the credit thereof within the meaning of any constitutional or statutory provi- sion, and such fact shall be plainly stated on the face of each of said bonds. No holder of any of said bonds shall ever have the right to compel any exercise of the taxing power of the City to pay said bonds or the interest thereon. The principal of, and the premium, if any, and the interest on, such revenue bonds to be issued to finance the cost of the Project shall be secured by a pledge to a trustee acting under an indenture of trust for the benefit of the holders of said bonds, or by a pledge directly to the holders of said bonds, of the revenues and income derived by the City from the Project and-may be further secured by a lien on the Project, and shall be additionally secured by a pledge to said trustee or the holders of said bonds of the aforesaid financing agreements between the City and Borrower. 2. That a primary inducement to Borrower in locating the Project within the limits of the City of South Bend is the intent of the City to finance the cost of the Project through the issuance of its revenue bonds pursuant to the provisions of the Act. 3. That it is desirable that Borrower rather than-the City arrange for the acquisition and construction of the Project in order to insure that the Project will conform to the requirements of Borrower, for whose use the Project is designed. 4. That this Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that in the event the bonds are not issued or sold as contem- plated herein, there shall be no liability on the part of the City or of Borrower or of any of their officers or employees for such non -issu- ance or non - delivery. 5. That this Agreement may be executed in separate counter- parts, all of which shall be deemed a single instrument. IN WITNESS WHEREOF, the CITY OF SOUTH BEND, INDIANA, by and through its Common Council, has caused its corporate name to be here- unto subscribed by Roger O. Parent, its duly authorized Mayor, and attested under its official seal by Irene K. Gammon, its City Clerk, and the Borrower has caused its name to be hereunto subscribed, all being done as of the year and date first above written. (Seall Attest: Irene K. Gammon, City Clerk CITY OF SOUTH BEND, INDIANA By: Roger O. Parent, M..yor BORROWER By: Romana R. Primus, M.D.