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HomeMy WebLinkAboutAuthorizing the execution of an agreement with Simon Bros., Incorporated, or any subsidiary thereof, relating to the construction and installation of economic development facilitiesRESOLUTION NO. 705-79 Passed by the Common Council of the City of South Bend, Indiana June 25 19 79 Attest: —11 !� -- �-- City Clerk Attest: w Presented by me to the Mayor of the City of South Bend, Indiana— June 26 �9 79 of Common Council Approved and signed by me Q� 3 . 192 City Clerk / Iq RESOLUTION NO. 70 S - i 9 A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH SIMON BROS., INCORPORATED, OR ANY SUBSIDIARY THEREOF, RELATING TO THE CONSTRUCTION AND INSTALLATION OF ECONOMIC DEVELOPMENT FACILITIES TO BE USED IN THE SALE OF VARIOUS TYPES OF FOODS, PAPER, SUPPLIES AND OTHER COMMODITIES, WITHIN THE BOUNDARIES OF THE CITY OF SOUTH BEND, INDIANA WHEREAS, the City of South Bend, Indiana (the "Issuer "), by virtue of the laws of the State of Indiana, including the Municipal Economic Development Act of 1965, as amended, Indiana Code of 1971, Title 18, Article 6, Chapter 4.5 (the "Act "), is authorized and empowered, among other things, (a) to provide funds to pay costs of economic development facilities within the bounda- ries of the Issuer, to be owned and used by Simon Bros., Incorporated, or any subsidiary thereof (the "Company "), (b) to issue economic development revenue bonds for the purpose of paying the costs of such construction and financing costs, (c) to secure such economic development revenue bonds by an indenture, including the pledge and assignment of revenues derived from such economic development facilities to the payment of said revenue bonds and the granting of a mortgage on such facilities for the benefit of the bondholders, and (d) to enter into a loan agreement hereinafter mentioned; and WHEREAS, the Company is a corporation duly organized under the laws of the State of Indiana and desires to construct economic development facilities within the Issuer to be used in the sale of various types of foods, paper, supplies, and other commodities (the "Facility "); and WHEREAS, it is the desire of the members of the Common Council of the Issuer that the additional jobs and employment opportunities resulting from the Facility be provided at the earliest possible moment and that the economic improvement produced by the operation of the Facility within the Issuer occur at the earliest possible time; and WHEREAS, under the provisions of the Act it will be necessary for the South Bend Economic Development Commission (the -1- "Commission ") and the Common Council of the Issuer to undertake certain proceedings and adopt certain legislation prior to the issuance of any economic development revenue bonds to provide funds for the construction and installation of such Facility and prior to the execution of any loan agreement therefor; and WHEREAS, this Common Council desires to initiate certain formal steps necessary to secure the commitment of the Company to construct and use the Facility and to provide for other matters incidental thereto; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of South Bend, Indiana that: SECTION 1. It does hereby approve a finding and deter- mination by the Commission that: a. The real and personal property to be included in the Facility will be an "economic development facili- ty" within the meaning of those terms in the Act. b. That the utilization of such real and personal property in the creation and location of the Facility would be economically sound and will benefit the health, prosperity, economic stability and general welfare of the Issuer and that because of existing insufficient employment opportunities and insufficient diversification of industry within the Issuer, the economic welfare of the Issuer would be benefited by the construction and use of the Facility by the Company. SECTION 2. In order to overcome insufficient employment opportunities and insufficient diversification of industry which the Common Council of the Issuer has heretofore found to exist in the Issuer, this Common Council determines to commence negotiations with the Company concerning the terms of a loan agreement and desires to initiate certain formal steps to secure the commitment of the Company to construct -2- and use the Facility and to provide for other matters incidental thereto. SECTION 3. Upon the approval and execution by the Commission of an agreement containing substantially the same terms and conditions as Exhibit A attached hereto, the Mayor is authorized and directed to execute the Agreement in the form attached hereto as Exhibit A, and such Agreement as attached hereto is hereby in all respects approved. SECTION 4. This resolution shall be in full force and effect from and after its passage by the Common Council, signed by the President of the Common Council and approved by the Mayor. _ _ 9 Member] of Common Council PASSED by the Common Council on the day of June, 1979, and approved by the Mayor on the _ day of June, 1979. P "SENTED /, -- NOT APPROVED ADOPTED City Clerk 6 ll gg �<i:. .T , Y tl �:9»s JUN ? -')' ca 7 MY CLEM, SOUTH 6cLND, lVD. IM12 AGREEMENT THIS AGREEMENT, entered into as of the day of June, 1979, between the City of South Bend, Indiana, in the County of St. Joseph and State of Indiana, a municipality and political subdivision of the State of Indiana, organized and existing under the Constitution and laws of the State of Indiana (the "Issuer "), acting pursuant to resolution of the South Bend Economic Develop- ment Commission (the "Commission "), a department of development duly established by ordinance of the Common Council of the City of South Bend, Indiana, pursuant to Municipal Economic Development Act of 1965, as amended, Indiana Code of 1971, Title 18, Article 6, Chapter 4.5 (the "Act "), and acting pursuant to resolution of the Issuer's Common Council and Simon Bros., Incorporated, a corpora- tion for profit organized under the laws of the State of Indiana, or any subsidiary thereof (the "Company "), for the purpose of assisting in the reduction of insufficient employment opportunities and insufficient diversification of industry, thereby improving the economic welfare of the City of South Bend, Indiana; WHEREAS, the Company desires to construct and install certain property (herein called the "Facility ") constituting an Economic Development Facility, as those terms are defined in the Act, within the boundaries of the City of South Bend, to be used in the sale of various types of food, paper, supplies and other commodities; and WHEREAS, the Company has evidenced a desire to finance such construction and installation from the proceeds of Economic Development Revenue Bonds (the "Bonds ") issued pursuant to the authority of the Act; and WHEREAS, such construction and installation will provide additional employment and job opportunities within the Issuer together with diversification of industry and improve the economic welfare in the area of the Issuer and its people; and LT V=TD TT T -1- WHEREAS, it will be necessary under the provisions of the Act for the Common Council of the Issuer to conduct certain pro- ceedings and adopt certain legislation prior to the issuance of such Economic Development Revenue Bonds; and WHEREAS, it is the desire of the Issuer that the increased number of jobs and employment opportunity and diversification of industry resulting from the Facility be provided at the earliest date possible and that the benefit to the economic welfare in the area of the Issuer produced by such construction and installation occur at the earliest possible time; W I T N E S S E T H: 1. The Company shall immediately commence the construc- tion and installation of the Facility, which will improve the economic welfare of the Issuer and State of Indiana, as well as provide additional jobs and employment opportunities and diversi- fication of industry and the Company will provide, or cause to be provided, at its own expense, the necessary interim financing to permit such construction and installation to commence immedi- ately. Upon the issuance of the Bonds, the Issuer will enter into an agreement (the "Financing Agreement ") with respect to the Project and the financing therefor with the Company. The Financing Agreement shall be in the form of a loan agreement whereby the Issuer will make a loan to provide funds to finance such construc- tion and installation. The Financing Agreement shall contain such terms and conditions as provided or permitted under the Act and desired by the purchaser of the Bonds; provided, however, that the Financing Agreement shall require payments sufficient to pay the principal of and premium, if any, and interest on the Bonds. In order to secure the payment of the principal of, and premium, if any, and interest on the Bonds, the parties hereto agree that the leasehold interest to the Facility will be subject to a mortgage in favor of the holder of the Bonds with such terms and conditions as may be provided or permitted under the Act. The -2- Issuer shall not have any financial responsibility with respect to the Bonds or the Project except from the revenues and receipts derived by the Issuer with respect to the Bonds, the Financing Agreement and the Facility. The parties hereto understand and agree that the Company will utilize the Facility to further the purposes of the Act. 2. Upon receipt of a request from the Company, the Issuer will promptly issue the Bonds, maturing in such amount not exceeding One Million Three Hundred Thousand Dollars ($1,300,000.00) and at such times, bearing interest at such rate or rates, payable on such dates and containing such optional and mandatory redemption features and prices as are requested by the Company, and will deliver the Bonds to the purchaser thereof and cooperate to its fullest extent in consummating the transaction. 3. That, subject to the requirements and provisions of the Act, the Common Council of the Issuer will adopt the legisla- tion necessary to authorize the issuance of the aforesaid Bonds; and the execution of such Financing Agreement on behalf of the Issuer. 4. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds, the Company hereby agrees to defend, indemnify and hold the Issuer and any and all officials thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connection with the extension of this Agreement and the preparation of the proceedings for, and the issuance, sale or delivery of, the Bonds. IN WITNESS WHEREOF, the Issuer, pursuant to resolution passed on June , 1979, has caused this Agreement to be executed by the Mayor, and the Company has caused this Agreement to be executed by its President as of the day and year first above written. ATTEST: SIMON BROS., INCORPORATED By Kurt Simon, President CITY OF SOUTH BEND, INDIANA By Peter J. Nemeth, Mayor Irene K. Gammon, City Clerk -3-