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HomeMy WebLinkAboutAuthorizing the Execution and Delivery of a Memorandum of Intent between the City of South Bend and the University of Notre Dame Credit UnionAttest: RESOLUTION NO. 774 -80 Passed by the Common Council of the City of South Bend, Indiana, Attest: ril 14 i5- /a_ ,1 19 80 City Clerk President of Common Council. Presented by me to the Mayor of the City of South Bend, Indiana April 15, 19 80 q"" "(- /i---, Approved and signec by me City Clerk Mayor RESOLUTION NO. %,)� - A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF INTENT BETWEEN THE CITY OF SOUTH BEND, INDIANA, AND THE UNIVERSITY OF NOTRE DAME CREDIT UNION, A COOPERATIVE, NON - PROFIT ASSOCIATION INCORPORATED UNDER INDIANA CODE 28 -7 -1, AS AMENDED, PROVIDING FOR THE ISSUANCE BY SAID CITY OF ITS ECO- NOMIC DEVELOPMENT REVENUE BONDS PURSUANT TO THE PRO- VISIONS 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 enumera- ted in the Act and in furtherance thereof to induce The University of Notre Dame Credit Union, a cooperative, non - profit associa- tion incorporated under Indiana Code 28 -7 -1, as amended (the "Borrower ") to construct and equip an office building (hereinafter collectively called the "Project ") within the limits of St. Joseph County, 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 loca- tions within and outside of 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 St. Joseph County, 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 Clerk is hereby authorized and directed to affix the seal of the City thereto and to attest 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 resolution, to be in substantially the form at- tached hereto. SECTION 2. from and after the Mayor. PRESENTED NOT APPROVED This resolution shall its adoption by the Con FILED G1 CLF-: l's 4 , kIR 9 19'80 ADOPTED `� /�G� Irene Gammon CIYY CLERK, SOUTH BEND,IND, in full force and effect Council and approved by J Member of the Common Council MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT, made and entered into on 1980, by and between the CITY OF SOUTH BEND, INDIANA, a munici- pality in St. Joseph County, Indiana (hereinafter called the "City "), and The University of Notre Dame Credit Union, a coopera- tive, non - profit association incorporated under Indiana Code 28 -7 -1 (hereinafter called "Notre Dame Credit Union "); 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 sufficient employment opportunities, an increase in the tax base, and a diversification of industries; and WHEREAS, the City is authorized under the provisions of In- diana 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 the Notre Dame Credit Union to construct and equip an office building (hereinafter collectively called the "Project "), within the limits of St. Joseph County, 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, Notre Dame Credit Union 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 acquisition and construction of the Project through the issuance of its reve- nue bonds under the provisions of the Act, has determined to lo- cate the Project within the limits of St. Joseph County, 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 Notre Dame Credit Union, to authorize, issue, sell and deliver its revenue bonds, to be issued in one or more series (in an aggregate principal amount of approximately $1,250,000.00, which amount will be - 2 - fixed by Ordinance of the City at a later date and agreed to by Notre Dame Credit Union, but not to exceed the cost of the Project and expenses incidental thereto as estimated at the time of the issuance of the bonds) and apply the proceeds therefrom to the payment of the cost of the Project, provid`d that prior to the issuance and delivery of such revenue bonds there shall have been entered into between Notre Dame Credit Union and the City appropriate financing agreements upon terms which will comply with the provisions of the Act an.3 which will provide for the payment by Notre Dame Credit Unic-z of amounts which will be sufficient to enable the City to pay the principal of and intrest 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 Notre Dame Credit Union is necessary to implement the public purposes enumerated in the Act. B. Notre Dame Credit Union 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 Notre Dame Credit Union, it will enter into financing agree- ments 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 ac- count of the Project, and will enter into such appropriate - 3 - financing agreements with the City with regard to the fore- going prior to the issuance and delivery of any such revenue bonds by the City. 3. That Notre Dame Credit Union intends during the term of any such financing agreements to cause the Project to be used or occupied primarily for use as an office building. 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 provision, 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 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 Notre Dame Credit Union. - 4 - 2. That a primary inducement to Notre Dame Credit Union in locating the Project within the limits of St. Joseph County 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 Notre Dame Credit Union rather than the City arrange for the acquisition and con- struction of the Project in order to insure that the Project will conform to the requirements of Notre Dame Credit Union, 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 as- signs; provided, however, that in the event the bonds are not issued or sold as contemplated herein, there shall be no liability on the part of the City or of Notre Dame Credit Union or of any of their officers or employees for such non - issuance or non - delivery. 5. That this Agreement may be executed in separate counterparts, all of which shall be deemed a single instru- ment. IN WITNESS WHEREOF, the CITY OF SOUTH BEND, INDIANA, by and through its Common Council, has caused its corporate name to be hereunto subscribed by Roger 0. Parent, its duly authorized mayor, and attested under its official seal by Irene K. Gammon, its City - 5 - I Clerk, and The- University of Notre Dame Credit Union has caused its name to be hereunto subscribed by its duly authorized President and Secretary, all being done as of the year and date first above written. (S E A L) Attest: Irene K. Gammon City Clerk - 6 - CITY OF SOUTH BEND, INDIANA By: Roger O. Parent Mayor THE UNIVERSITY OF NOTRE DAME CREDIT UNION, an Indiana corporation By: Fred E. Freemen President And by: Richard J. Thompson Secretary WILLIAM E.VOOR GUY H. M.MICHAEL LLOYD M. ALLEN KENNETH P. FEDDER GEORGE E. HERENDEEN ANTHONY D. KOWALS VOOR, McMICHAEL, ALLEN, FEDDER 8 HERENDEEN ATTORNEYS 8 COUNSELORS AT LAW 300 FIRST BANK BUILDING Members of the South County -City Building South Bend, Indiana SOUTH BEND, INDIANA 46601 April 8, 1980 Bend Common Council 46601 RE: REVENUE BOND APPLICATION UNIVERSITY OF NOTRE DAME CREDIT UNION PROJECT Dear Councilmen: AREA CODE 219 234 -6061 OF COUNSEL: WILLIAM O. JACKSON I am enclosing an Inducement Resolution relating to the University of Notre Dame Credit Union Project. I would appreciate it if you could have this placed on the April 14, 1980 meeting under Resolutions. The South Bend Economic Development Commission has accepted the application of the University of Notre Credit Union, a cooperative non - profit association, and a Revenue Bond issue in the amount of 1.0 million dollars ($1,000,000) to finance the construction and equiping of an office facility located in St. Joseph County, Indiana. KPF:jk Respectfully, KENNETH P. FEDDER ATTORNEY FOR THE SOUTH BEND ttONOMIC DEVELOPMENT COMMISSION 91t�!'� Irene Gammon CITY CLERK, SOUTH BEND, IND.